e40vf
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
(Check One)
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Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
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Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2007
Commission file number 001-14534
PRECISION DRILLING TRUST
(Exact name of registrant as specified in its charter)
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Alberta, Canada
(Province or other jurisdiction of
incorporation or organization)
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1381
(Primary Standard Industrial
Classification Code Number (if
applicable))
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Not applicable
(I.R.S. Employer
Identification Number (if
Applicable)) |
4200-150 6th Avenue, S.W., Calgary, Alberta, Canada T2P 3Y7
(403) 716-4500
(Address and Telephone Number of Registrants Principal Executive Offices)
CT Corporation System, North St. Paul Street, Dallas, Texas 77022
(214) 979-1172
(Name, Address (Including Zip Code) and Telephone Number
(Including Area Code) of Agent For Service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class
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Name of each exchange on which registered |
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Trust Units
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New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None.
For annual reports, indicate by check mark the information filed with this Form:
þ Annual Information Form þ Audited Annual Financial Statements
Indicate the number of outstanding shares of each of the issuers classes of capital or common
stock as of the close of the period covered by the annual report: 125,587,919 Trust Units
outstanding as at December 31, 2007.
Indicate by check mark whether the Registrant by filing the information contained in this form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the file number
assigned to the Registrant in connection with such rule.
Yes o No þ
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports); and (2) has been subject to such
filing requirements for the past 90 days.
Yes þ No o
The Annual Report on Form 40-F shall be incorporated by reference into, or as an exhibit to,
as applicable, the Registrants Registration Statements under the Securities Act of 1933: Form F-10
(File No. 333-115330), Form S-8 (File No. 333-124811, 333-116492 and 333-105648).
Principal Documents
The following documents have been filed as part of this Annual Report on Form 40-F and are included
immediately after this section:
(a) |
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Annual Information Form for the fiscal year ended December 31, 2007; |
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(b) |
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Managements Discussion and Analysis of Financial Condition and Results of Operations for the
fiscal year ended December 31, 2007; and |
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(c) |
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Consolidated Financial Statements for the fiscal year ended December 31, 2007 (Note 16 to the
Consolidated Financial Statements relates to United States Generally Accepted Accounting
Principles (U.S. GAAP)). |
PRECISION DRILLING TRUST
ANNUAL INFORMATION FORM
For the fiscal year ended December 31, 2007
Dated March 25, 2008
TABLE OF CONTENTS
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS |
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CORPORATE STRUCTURE |
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INCORPORATION INFORMATION AND ADDRESS |
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The Trust |
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Precision Drilling Limited Partnership |
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Precision Drilling Corporation |
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INTERCORPORATE RELATIONSHIPS |
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Organizational Structure of the Trust |
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GENERAL DEVELOPMENT OF THE BUSINESS |
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THREE YEAR HISTORY |
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Significant Acquisitions |
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Significant Dispositions |
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Significant Reorganizations |
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Cash Flow |
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Cash Distributions on Trust Units |
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Payments on Exchangeable Units |
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Distribution Reinvestment Plan |
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Board of Trustees |
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Administration Agreement |
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DESCRIPTION OF THE BUSINESS OF PRECISION |
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GENERAL |
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CONTRACT DRILLING SERVICES |
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Precision Drilling |
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Precision Drilling Oilfield Services, Inc. |
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LRG Catering |
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Rostel Industries |
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Columbia Oilfield Supply |
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COMPLETION AND PRODUCTION SERVICES |
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Precision Well Servicing |
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Live Well Service |
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Precision Rentals |
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Terra Water |
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RISK FACTORS |
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THE TRUST |
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The Trust is Dependent on Precision for All Cash Available for Distributions |
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Variability of Distributions |
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Changes in Legislation |
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Taxation of the Trust |
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Residual Liability of Precision |
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Nature of Trust Units |
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Qualified Dividend Treatment for Individual U.S. Holders of Trust Units |
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Taxation of Precision |
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Risks
Associated with Trust Units for Non-Resident Holders of Trust Units |
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Nature of Distributions |
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Possible Restriction on Growth |
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Investment Eligibility |
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Debt Service |
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Potential Sales of Additional Trust Units |
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Issuance of Additional Trust Units |
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Distribution of Assets on Redemption or Termination of the Trust |
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Deductibility of Expenses |
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Trust Unitholder Limited Liability |
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Precision Drilling Limited Partnership |
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Net Asset Value |
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Risks Associated with Exchangeable Units |
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Indemnity of Limited Partners |
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RISKS RELATING TO THE BUSINESS CURRENTLY CONDUCTED BY PRECISION |
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Operations Dependent on the Price of Oil and Natural Gas |
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Competitive Industry |
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Workforce Availability |
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Capital Overbuild in the Drilling Industry |
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Business is Seasonal |
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Tax Consequences of Previous Transactions Completed by Precision |
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Safety Performance |
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New Technology |
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Foreign Operations |
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Capital Expenditures |
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Environmental Legislation |
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Credit Risk |
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Access to Additional Financing |
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Customer Merger and Acquisition Activity |
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Dependence on Third Party Suppliers |
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Potential Unknown Liabilities |
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Currency Exchange Exposure |
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Business Interruption and Casualty Losses |
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RECORD OF CASH DISTRIBUTIONS/PAYMENTS |
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DESCRIPTION OF CAPITAL |
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GENERAL DESCRIPTION OF CAPITAL STRUCTURE |
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Trust Units |
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Special Voting Unit |
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Precision Drilling Limited Partnership |
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The General Partner |
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MARKET FOR SECURITIES |
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Trading Price and Volume of Trust Units |
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ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER |
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TRUSTEES,
DIRECTORS AND EXECUTIVE OFFICERS |
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CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS |
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AUDIT COMMITTEE INFORMATION |
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Audit Committee Charter |
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Composition of the Audit Committee |
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Relevant Education and Experience |
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Preapproval Policies and Procedures |
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Audit Fees |
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LEGAL PROCEEDINGS AND REGULATORY ACTIONS |
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INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS |
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TRANSFER AGENT, REGISTRAR AND VOTING AND EXCHANGE TRUSTEE |
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MATERIAL CONTRACTS |
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INTERESTS OF EXPERTS |
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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES |
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CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING |
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MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
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ADDITIONAL INFORMATION |
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APPENDIX 1 PRECISION DRILLING CORPORATION AUDIT COMMITTEE CHARTER AND TERMS OF REFERENCE |
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ii
cautionary statement regarding forward-looking information and statements
This Annual Information Form contains certain forward-looking information and statements,
including statements relating to matters that are not historical facts and statements of our
beliefs, intentions and expectations about developments, results and events which will or may occur
in the future, which constitute forward-looking information within the meaning of applicable
Canadian securities legislation and forward-looking statements within the meaning of the safe
harbor provisions of the United States Private Securities Litigation Reform Act of 1995
(collectively the forward-looking information and statements). Forward-looking information and
statements are typically identified by words such as anticipate, could, should, expect,
seek, may, intend, likely, will, plan, estimate, believe and similar expressions
suggesting future outcomes or statements regarding an outlook.
Forward-looking information and statements are included throughout this Annual Information
Form including under the headings General Development of the Business, Description of the
Business of Precision and Risk Factors and include, but are not limited to statements with
respect to:
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2008 expected cash provided by continuing operations; |
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2008 capital expenditures, including the amount and nature thereof; |
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2008 distributions on Trust Units and payments on Exchangeable Units; |
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performance of the oil and natural gas industry, including oil and natural gas commodity
prices and supply and demand; |
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expansion, consolidation and other development trends of the oil and natural gas industry; |
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demand for and status of drilling rigs and other equipment in the oil and natural gas
industry; |
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costs and financial trends for companies operating in the oil and natural gas industry; |
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world population and energy consumption trends; |
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our business strategy, including the 2008 strategy and outlook for our business segments; |
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expansion and growth of our business and operations, including diversification of our
earnings base, safety and operating performance, the size and capabilities of our drilling and
service rig fleet, our market share and our position in the markets in which we operate; |
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demand for our products and services; |
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our management strategy, including transitions in executive roles; |
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labour shortages; |
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climatic conditions; |
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the maintenance of existing customer, supplier and partner relationships; |
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supply channels; |
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accounting policies and tax liabilities; |
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expected payments pursuant to contractual obligations; |
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the prospective impact of recent or anticipated regulatory changes; |
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financing strategy and compliance with debt covenants; |
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credit risks; and |
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other such matters. |
All such forward-looking information and statements are based on certain assumptions and
analyses made by us in light of our experience and perception of historical trends, current
conditions and expected future developments, as well as other factors we believe are appropriate in
the circumstances. These statements are, however, subject to known and unknown risks and
uncertainties and other factors. As a result, actual results, performance or achievements could
differ materially from those expressed in, or implied by, these forward-looking information and
statements and, accordingly, no assurance can be given that any of the events anticipated by the
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forward-looking information and statements will transpire or occur, or if any of them do so,
what benefits will be derived therefrom. These risks, uncertainties and other factors include,
among others:
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the impact of general economic conditions in Canada and the United States; |
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world energy prices and government policies; |
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industry conditions, including the adoption of new environmental, taxation and other laws
and regulations and changes in how they are interpreted and enforced; |
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the impact of initiatives by the Organization of Petroleum Exporting Countries and other
major petroleum exporting countries; |
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the ability of oil and natural gas companies to access external sources of debt and equity
capital; |
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the effect of weather conditions on operations and facilities; |
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the existence of operating risks inherent in well servicing, contract drilling and
ancillary oilfield services; |
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volatility of oil and natural gas prices; |
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oil and natural gas product supply and demand; |
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risks inherent in the ability to generate sufficient cash flow from operations to meet
current and future obligations; |
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increased competition; |
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consolidation among our customers; |
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risks associated with technology; |
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political uncertainty, including risks of war, hostilities, civil insurrection, instability
or acts of terrorism; |
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the lack of availability of qualified personnel or management; |
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credit risks; |
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increased costs of operations, including costs of equipment; |
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fluctuations in interest rates; |
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stock market volatility; |
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safety performance; |
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foreign operations; |
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foreign currency exposure; |
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dependence on third party suppliers; |
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opportunities available to or pursued by us; |
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and other factors, many of which are beyond our control. |
These risk factors are discussed in this Annual Information Form, our Annual Report and Form
40-F on file with the Canadian securities commissions and the United States Securities and Exchange
Commission and available on the Canadian System for Electronic Document Analysis and Retrieval
(SEDAR) at www.sedar.com and the website of the U.S. Securities and Exchange Commission at
www.sec.gov, respectively. Except as required by law, Precision Drilling Trust, Precision Drilling
Limited Partnership and Precision Drilling Corporation disclaim any intention or obligation to
update or revise any forward-looking information or statements, whether as a result of new
information, future events or otherwise.
The forward-looking information and statements contained in this Annual Information Form are
expressly qualified by this cautionary statement.
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CORPORATE STRUCTURE
INCORPORATION INFORMATION AND ADDRESS
The Trust
Precision Drilling Trust (the Trust) is an unincorporated open-ended investment trust
established under the laws of the Province of Alberta pursuant to a declaration of trust dated
September 22, 2005 (the Declaration of Trust). The Trust maintains its head office and principal
place of business at 4200, 150 6th Avenue S.W., Calgary, Alberta, T2P 3Y7, telephone (403)
716-4500, facsimile (403) 264-0251, email info@precisiondrilling.com and website
www.precisiondrilling.com.
The Trust issued units (Trust Units) to certain former shareholders of Precision Drilling
Corporation (Precision) pursuant to a plan of arrangement which was approved by the former
shareholders of Precision at a special meeting held on October 31, 2005 (the Plan of
Arrangement).
The notice of meeting and information circular (the 2005 Special Meeting Information
Circular) with respect to the Plan of Arrangement was filed on October 3, 2005 under the SEDAR
profile for Precision, and on March 31, 2006 under the SEDAR profile for the Trust, available at
www.sedar.com. Specified pages of the 2005 Special Meeting Information Circular are incorporated
herein by reference.
Precision Drilling Limited Partnership
Precision Drilling Limited Partnership (PDLP) is a limited partnership formed pursuant to
the laws of the Province of Manitoba. The Trust holds a 99.86% interest in PDLP through its
holding of Class A Limited Partnership Units (the PDLP A Units) and the remaining 0.14% of PDLP
is held by former shareholders of Precision who elected to receive Class B Limited Partnership
Units (Exchangeable Units) which are exchangeable into Trust Units on a one-for-one basis and are
the economic equivalent of Trust Units. The head and principal offices of PDLP are located at
4200, 150 6th Avenue S.W., Calgary, Alberta, T2P 3Y7, telephone (403) 716-4500, facsimile (403)
264-0251 and email info@precisiondrilling.com.
Precision Drilling Corporation
Precision was originally incorporated on March 25, 1985 and carried out amalgamations with
wholly-owned subsidiary companies on January 1, 2000, January 1, 2002, and January 1, 2004 pursuant
to Articles of Amalgamation and other provisions of the Business Corporations Act (Alberta). On
November 7, 2005 Precision became a wholly-owned subsidiary of PDLP. As part of the Plan of
Arrangement, Precision amalgamated with a number of its wholly-owned subsidiaries. Precision also
amalgamated with: 1195309 Alberta ULC on November 23, 2005; Live Well Service Ltd. on January 1,
2006; and Terra Water Group Ltd. (Terra) on January 1, 2007. In each amalgamation the name of
the amalgamated company remained Precision Drilling Corporation. The head and principal offices
of Precision are located at 4200, 150 6th Avenue S.W., Calgary, Alberta, T2P 3Y7, telephone (403)
716-4500, facsimile (403) 264-0251 and email info@precisiondrilling.com.
INTERCORPORATE RELATIONSHIPS
The following table sets forth the names of the material subsidiaries (which includes major
limited liability partnerships) of the Trust, the percent of shares (or interest) owned by the
Trust and the jurisdiction of incorporation or continuance of each such subsidiary (or partnership)
as of December 31, 2007:
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Name of Subsidiary or Partnership |
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Percent or Interest Owned |
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Jurisdiction of Incorporation or Continuance |
Precision Drilling Limited Partnership
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99.86 |
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Manitoba |
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1194312 Alberta Ltd.
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100% |
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Alberta |
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Precision Drilling Corporation
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99.86 |
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Alberta |
Organizational Structure of the Trust
The following diagram sets forth the organizational structure of the Trust and its material
subsidiaries as of the date hereof:
NOTES:
(1) |
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As of December 31, 2007 there were 125,587,919 PDLP A Units outstanding. |
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As of December 31, 2007 there were 170,005 Exchangeable Units outstanding. |
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The interest of 1194312 Alberta Ltd. in PDLP is 0.001%. |
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Inter-company note owing by Precision to PDLP (the Promissory Note). |
GENERAL DEVELOPMENT OF THE BUSINESS
THREE YEAR HISTORY
In Canada, Precision is the largest provider of land based contract drilling services to oil
and natural gas exploration and production companies, based on the size of its drilling rig fleet.
Precisions continuing business services in Canada during 2007 comprised: contract drilling; well
servicing; snubbing; procurement and distribution of oilfield supplies; camp and catering;
manufacture and refurbishment of rig equipment; portable wastewater treatment; and rental of
surface oilfield equipment, tubulars, well control equipment and wellsite accommodations. In the
United States, Precisions business is primarily the provision of contract drilling services in
land based markets.
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In 2007 Precision increased capital spending on additions to property, plant and equipment to
grow and upgrade its high performance drilling rig fleet in Canada and the United States,
significantly expanded its contract drilling operations in the United States and mobilized one
drilling rig for a project in Latin America.
Precision invested $141 million in expansion capital for the purchase of property, plant and
equipment and $46 million in upgrade capital in 2007. In 2007 Precision commissioned 16 new
drilling rigs and two new service rigs and decommissioned 11 drilling and 16 service rigs.
The expansion of Precisions Contract Drilling Services segment in the United States began in
June 2006 with the deployment of one Super Single rig drilling to Texas. In 2007 Precision
deployed an additional seven Super Single rigs and four triple diesel-electric rigs for work
contracted in Texas, Colorado, Oklahoma and Wyoming. In early 2008 Precision also mobilized one
additional Super Single rig to Colorado and one additional triple diesel-electric rig to New York,
bringing its fleet of high performance drilling rigs operating in the United States to 14, and
entered into contracts for the delivery of three additional new Super Single rigs to Colorado in
2009. As conditions warrant, Precision may deploy additional rigs from Canada into the United
States market.
Precision converted to an income trust effective November 7, 2005. Upon conversion, the Trust
began making monthly distributions to holders of Trust Units (Trust Unitholders) and holders of
Exchangeable Units (Exchangeable Unitholders) (together Unitholders). The Trust has a legal
entity structure whereby Precision Drilling Trust effectively must flow its taxable income to Trust
Unitholders pursuant to its Declaration of Trust. Distributions may be reduced, increased or
suspended entirely depending on the operations of Precision and the performance of its assets, or
legislative changes in tax laws by governments in Canada.
Until early 2005 Precision had an aggressive global growth strategy directed toward the supply
of oilfield and industrial services to customers in Canada and internationally. Precision grew
through a series of acquisitions of related businesses until mid 2004 and through reinvestment in
its core businesses to become one of the largest Canadian based international oilfield and
industrial services contractors.
During 2005 Precision underwent a significant shift in its strategic business direction with
its decision to realize the value in the international contract drilling, energy services and
industrial services segments of its business. This value was realized through the divestiture of
three business lines in the third quarter of 2005: Precision Energy Services which was the
technology services group providing cased hole and open hole wireline services, drilling and
evaluation services and production services; Precision Drilling International which was an
international land rig contractor; and CEDA International Corporation (CEDA) which provided
industrial cleaning, catalyst handling and mechanical services. The dispositions provided
shareholders of Precision with proceeds in the form of a special cash payment of $844 million and
almost 26 million shares of Weatherford International Ltd. (Weatherford) valued at $2.0 billion.
After the above dispositions, the continuing business represented Precisions core expertise
and marked a return to Precisions business roots in western Canada which date back more than 20
years as a publicly traded company and over 50 years in operational experience.
Over the last three years, significant acquisitions, dispositions and reorganizations
consisted of the following:
Significant Acquisitions
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On August 17, 2006 Precision acquired Terra, a privately owned wastewater treatment
business operating at remote worksite locations, for an aggregate purchase price of $16
million. Terra had 41 treatment units at the time of the acquisition. The service provided
by Terra complements those provided by the LRG Catering and Precision Rentals divisions and
expanded the diversity of services Precision offered its customers. |
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Significant Dispositions
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On August 31, 2005 Precision sold its Energy Services and International Contract Drilling
divisions to Weatherford for a purchase price consisting of nearly 26 million common shares of
Weatherford and $1.13 billion cash pursuant to a stock purchase agreement dated June 6, 2005
between Precision and Weatherford (the Weatherford Sale Agreement). The Energy Services
division of Precision consisted of three main business segments: wireline logging services;
drilling and evaluation services; and production services. Wireline services included open
hole logging, cased hole logging and completion and slick line services. Drilling and
evaluation services included measurement-while-drilling, logging-while-drilling, directional
drilling and rotary steerable services. Production services included well testing and
controlled pressure drilling (which included under balanced drilling services). Precisions
International Contract Drilling division was comprised of 48 land drilling rigs operating in
Kuwait, Saudi Arabia, Oman, Iran, Egypt, India, Mexico and Venezuela. |
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On September 13, 2005 Precision sold 100% of the shares of CEDA to an investment entity of
the Ontario Municipal Employees Retirement System for approximately $274 million pursuant to
an agreement dated September 13, 2005 between Precision and 1191678 Alberta Inc. (the CEDA
Sale Agreement). CEDA was a leading provider of industrial maintenance, turnaround services
and other specialized services to various production industries in Canada and the United
States. Its main areas of operation included industrial cleaning, catalyst handling and
mechanical services usually carried out in large facilities operating in the oil and natural
gas, petrochemical and pulp and paper industries. |
Significant Reorganizations
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On July 31, 2005 Precision Limited Partnership (which carried on Precisions Canadian
contract drilling, service rig and snubbing businesses) completed a re-organization whereby
substantially all of the assets of the Precision Drilling and Precision Well Servicing
divisions of Precision Limited Partnership were transferred to its wholly-owned subsidiary
Precision Drilling Ltd. Precision Limited Partnership also transferred its ownership in LRG
Catering Ltd. (Precisions camp and catering business) to Precision Drilling Ltd. |
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On August 25, 2005 Precision Limited Partnership was dissolved, with its partners Precision
Diversified Services Ltd. and Precision being allocated their pro rata share of the net assets
of Precision Limited Partnership. Precision Diversified Services Ltd. and Precision
transferred those net assets to Live Well Service Ltd. |
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On October 31, 2005 the shareholders of Precision approved the Plan of Arrangement which
became effective on November 7, 2005. The Plan of Arrangement resulted in the following: |
|
|
|
the former holders of common shares of Precision received, for each share of
Precision they owned, at their option, either a Trust Unit or an Exchangeable Unit, in
addition to 0.2089 of a Weatherford share and a special cash payment of $6.83; |
|
|
|
|
Precision amalgamated with the following wholly-owned subsidiaries: Columbia
Oilfield Supply Ltd., Rostel Industries Ltd., Precision Diversified Services Ltd., LRG
Catering Ltd., Precision Rentals Ltd., 1181177 Alberta Ltd. and Precision Drilling Ltd.,
to form Precision Drilling Corporation; |
|
|
|
|
1195309 Alberta ULC, a wholly-owned subsidiary of PDLP, became indebted to PDLP; |
|
|
|
|
all of the issued and outstanding options issued pursuant to Precisions various
stock option plans were converted into New Options (as defined in the Plan of
Arrangement) which became fully vested and were exercisable up to and including November
22, 2005; and |
|
|
|
|
all of the PDLP A Units were issued to the Trust, representing 99.12% of the total
number of limited partnership units of PDLP (the Limited Partnership Units)
outstanding, 0.88% of the Limited Partnership Units represented by Exchangeable Units were issued to certain former
shareholders of Precision, and 1194312 Alberta Ltd. (the General Partner) became a
nominal interest holder in PDLP. |
6
|
|
On November 23, 2005 Precision amalgamated with 1195309 Alberta ULC to form Precision
Drilling Corporation. |
|
|
On January 1, 2006 Precision amalgamated with Live Well Service Ltd. |
|
|
On August 17, 2006 Terra transferred substantially all of its net assets to Terra Water
Systems Limited Partnership (Terra Water). |
|
|
On January 1, 2007 Precision amalgamated with Terra. |
Cash Flow
The Trust holds PDLP A Units and PDLP holds a promissory note owing by Precision (the
Promissory Note). Cash generated from the operations of Precision flow to PDLP in settlement of
principal and interest owing on the Promissory Note. The cash payable to PDLP is then available to
be paid to the limited partners of PDLP which includes holders of Exchangeable Units and
indirectly, the holders of Trust Units.
Cash Distributions on Trust Units
The Trusts Board of Trustees adopted a policy of making regular cash distributions on or
about the 15th day following the end of each calendar month to Trust Unitholders of
record on the last business day of each such calendar month or such other date as determined from
time to time by the Board of Trustees. In addition, the Declaration of Trust provides that, an
amount equal to net income of the Trust not already paid to holders of Trust Units in the year will
become payable on December 31 of each year, such that the Trust will not be liable for ordinary
income taxes for such year. Please refer to Certain Canadian Federal Income Tax Considerations
Taxation of the Trust on pages 46 and 47 of the 2005 Special Meeting Information Circular which
are incorporated by reference into this Annual Information Form.
The Board of Trustees reviews the Trusts distribution policy from time to time. The actual
amount distributed is dependent on various economic factors and distributions are declared at the
discretion of the Board of Trustees. The actual cash flow available for distribution to
Unitholders is a function of numerous factors, including the Trusts, PDLPs and Precisions
financial performance; debt covenants and obligations; working capital requirements; upgrade and
expansion capital expenditure requirements for the purchase of property, plant and equipment; and
number of Trust Units and Exchangeable Units issued and outstanding.
As a result of the aforementioned factors, distributions may be increased, reduced or
suspended entirely. The market value of the Trust Units may deteriorate if the Trust decreases or
suspends cash distributions in the future. Refer to the heading Risk Factors commencing on page
18 hereof.
Under the terms of the Declaration of Trust, the Trust is required to make distributions to
holders of Trust Units in amounts at least equal to its taxable income. Distributions may be
monthly or special and in cash or in Trust Units (in-kind) at the discretion of the Board of
Trustees. To the extent that additional cash distributions are paid and capital expenditure or
investment programs are not adjusted, debt levels may increase. In the event that a distribution
in the form of Trust Units is declared, the terms of the Declaration of Trust require that the
outstanding units be consolidated immediately subsequent to the distribution. The number of
outstanding Trust Units would remain at the number outstanding immediately prior to the unit
distribution and an amount equal to the distribution would be allocated to the holders of Trust
Units. For greater clarity, holders of Trust Units do not receive additional Trust Units during an
in-kind issuance and consolidation process.
Payments on Exchangeable Units
Holders of Exchangeable Units will be entitled to receive, and PDLP will make, subject to
applicable law, on each date on which the Board of Trustees declares a distribution on the Trust
Units, a loan in respect of each Exchangeable Unit in an amount in cash for each Exchangeable Unit
equal to the distribution declared on each Trust Unit; or in the case of a distribution declared on
the Trust Units in securities or property other than cash or Trust
7
Units, a loan in the amount
equal to the value of such type and amount of securities or property which is the same as, or
economically equivalent to, the type and amount of property declared as a distribution on each
Trust Unit.
Any amount loaned in respect of Exchangeable Units pursuant to these distribution entitlements
will not constitute a distribution of profits or other compensation by way of income in respect of
such Exchangeable Units, rather, will constitute a non-interest bearing loan of the amount thereof,
or in the case of property, a loan in the amount equal to the fair market value thereof as
determined in good faith by the board of directors of the General Partner, which loan is repayable
on the first day of January of the calendar year next following the date of the loan or such
earlier date as may be applicable as more particularly described in paragraph 3.7 of Appendix D of
the 2005 Special Meeting Information Circular which is incorporated by reference into this Annual
Information Form.
On the date on which the loan is repayable, PDLP will make a distribution in respect of each
Exchangeable Unit equal to the amount of the loan outstanding in respect thereof. PDLP will set off
and apply the amount of any such distribution payment against the obligation of any holder of
Exchangeable Units under any loan outstanding in respect thereof.
In the event that a distribution in the form of Trust Units is declared the outstanding units
will be consolidated immediately subsequent to the distribution. The number of outstanding
Exchangeable Units would remain at the number outstanding immediately prior to the unit
distribution and an amount equal to the distribution would be allocated to the holders of
Exchangeable Units. For greater clarity, holders of Exchangeable Units do not receive additional
Exchangeable Units during an in-kind issuance and consolidation process.
Distribution Reinvestment Plan
Effective December 18, 2006 the distribution reinvestment plan (the DRIP), outlined below,
was suspended indefinitely by the Board of Trustees. Details of the DRIP are described more fully
in the DRIP document available on the Trusts website at www.precisiondrilling.com.
A DRIP was approved by the Board of Trustees on February 14, 2006. The DRIP was implemented
on March 31, 2006 and allows certain holders of Trust Units, at their option, to reinvest monthly
cash distributions to acquire additional Trust Units at the average market price as defined in the
DRIP. Unless otherwise announced by the Trust, Trust Unitholders who are not residents of Canada
are not eligible to participate, directly or indirectly, in the DRIP. Exchangeable Unitholders
also are not eligible to participate in the DRIP. Generally, no brokerage fees or commissions are
payable by participants for the purchase of Trust Units under the DRIP, but holders of Trust Units
should make inquiries with their broker, investment dealer or financial institution through which
their Trust Units are held as to any policies that may result in any fees or commissions being
payable. The Trust reserved the right to amend, terminate or suspend the DRIP at any time provided
that such amendment, termination or suspension does not prejudice the interests of holders of Trust
Units.
Board of Trustees
Pursuant to the terms of the Declaration of Trust, the Board of Trustees consists of three
members who are responsible for supervising the activities and managing the affairs of the Trust.
The Declaration of Trust provides that, subject to its terms and conditions, the Board of
Trustees has full, absolute and exclusive power, control, authority and discretion over the Trust
assets and the management of the affairs of the Trust to the same extent as if the Board of
Trustees were the sole and absolute legal and beneficial owners of the Trust assets.
Any one or more of the Board of Trustees may resign upon 30 days written notice to the Trust
and may be removed by an ordinary resolution and the vacancy created by such removal may be filled
at the same meeting, failing which it may be filled by the affirmative vote of a quorum of the
Board of Trustees.
Trustees are elected at each annual meeting of Unitholders to hold office for a term expiring
at the close of the next annual meeting. A quorum of the Board of Trustees is a majority of the
Trustees then holding office. A
8
majority of the Trustees may fill a vacancy in the Board of
Trustees, except a vacancy resulting from an increase in the number of Trustees or from a failure
of the Unitholders to elect the required number of Trustees. In the absence of a quorum of
Trustees, or if the vacancy has arisen from a failure of the Unitholders to elect the required
number of Trustees, the Board of Trustees will promptly call a special meeting of the Unitholders
to fill the vacancy. If the Board of Trustees fails to call that meeting or if there are no
Trustees then in office, any Unitholder may call the meeting. Except as otherwise provided in the
Declaration of Trust, the Board of Trustees may, between annual meetings of Unitholders, appoint
one or more additional Trustees to serve until the next annual meeting of Unitholders, but the
number of additional Trustees will not at any time exceed one-third of the number of Trustees who
held office at the expiration of the immediately preceding annual meeting of Unitholders.
Administration Agreement
The Trust and Precision are parties to an administration agreement entered into on November 7,
2005 (the Administration Agreement). Under the terms of the Administration Agreement, Precision
provides administrative and support services to the Trust including, without limitation, those
necessary to:
|
|
ensure compliance by the Trust with continuous disclosure obligations under applicable
securities legislation; |
|
|
provide investor relations services; |
|
|
provide or cause to be provided to Trust Unitholders all information to which Trust
Unitholders are entitled under the Declaration of Trust, including relevant information with
respect to financial reporting and income taxes; |
|
|
call and hold meetings of Trust Unitholders and distribute required materials, including
notices of meetings and information circulars, in respect of all such meetings; |
|
|
assist the Board of Trustees in calculating distributions to Trust Unitholders; |
|
|
ensure compliance with the Trusts limitations on non-resident ownership, if applicable;
and |
|
|
generally provide all other services as may be necessary or as may be requested by the
Board of Trustees. |
DESCRIPTION OF THE BUSINESS OF PRECISION
GENERAL
Precisions continuing operations are carried out in two segments consisting of Contract
Drilling Services and Completion and Production Services. The Contract Drilling Services segment
includes land drilling services, camp and catering services, procurement and distribution of
oilfield supplies and the manufacture and refurbishment of drilling and service rig equipment. The
Completion and Production Services segment includes service rig well completion and workover
services, snubbing services, wastewater treatment services and the rental of oilfield surface
equipment, tubulars and well control equipment and wellsite accommodations. As at December 31,
2007 Precision had approximately 4,600 employees.
Precisions revenue by business segment from continuing operations is illustrated in the
following table:
(in thousands CDN$)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
2007 |
|
|
|
|
2006 |
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
Contract Drilling Services |
|
|
$ |
694,340 |
|
|
|
$ |
1,009,821 |
|
|
|
$ |
916,221 |
|
Completion and Production Services |
|
|
|
327,471 |
|
|
|
|
441,017 |
|
|
|
|
369,667 |
|
Inter-segment eliminations |
|
|
|
(12,610 |
) |
|
|
|
(13,254 |
) |
|
|
|
(16,709 |
) |
|
|
|
|
|
|
|
|
|
|
Total Revenue |
|
|
$ |
1,009,201 |
|
|
|
$ |
1,437,584 |
|
|
|
$ |
1,269,179 |
|
In Canada, the economics of oilfield services align with global and regional fundamentals.
Important regional drivers include the underlying hydrocarbon make-up of the Western Canada
Sedimentary Basin (the
9
WCSB) and the existence of an established, competitive and efficient
oilfield service infrastructure. Increasingly, natural gas production is driving economics within
the WCSB as approximately 70% of new well completions in 2007 targeted natural gas. In general,
drilling rig activity in the WCSB is split between four provinces with approximately 71% in
Alberta, 14% in Saskatchewan, 14% in British Columbia and 1% in Manitoba. Areas in Canadas north
hold significant promise for the expansion of oil and natural gas services but remain as largely
untapped frontier opportunities pending government and community support to further infrastructure
project economics. The Canadian oilfield service industry dates to the 1940s and has given Canada
the means to develop its reserves to meet domestic consumption and to provide export capacity,
primarily to the United States. Today Canada is the worlds seventh largest producer of oil and
third largest producer of natural gas. Currently, over half of Canadas oil and natural gas
production is exported to the United States.
The hydrocarbon structures of the WCSB are diverse and conventional sources of oil and natural
gas reservoirs exist at a variety of depths which are comparatively shallow by global standards.
These conventional sources are complemented by more costly and challenging unconventional
reservoirs associated with oil sands, heavy oil, natural gas in coal and in shale and in deeper,
low permeability formations. The oil sands deposits in northern Alberta are a world-scale resource
with an estimated 175 billion barrels of recoverable reserves which are second only to Saudi Arabia
in terms of reserves held by an individual country.
The ability to move heavy equipment in the Canadian oil and natural gas fields is dependent on
weather conditions. As warm weather returns in the spring, the thawing of ground frost typically
renders secondary roads incapable of supporting the weight of heavy equipment until such time as
they have thoroughly dried. The duration of spring break-up has a direct impact on Precisions
activity levels. In addition, many exploration and production areas in northern Canada are
accessible only in winter when the ground is frozen enough to support the transportation of heavy
equipment. The timing of winter freeze-up and spring break-up affects Precisions ability to move
equipment in and out of these areas. Wet weather can further defer commencement of drilling or
servicing operations on any given day or well location.
Precision currently derives the majority of its revenue from the Canadian market. In 2006 an
expansion into the United States drilling market was initiated and continued to become a larger
part of Precisions operations in 2007. In fiscal 2007 one customer accounted for approximately 10%
of Precisions revenue.
Providing oilfield services incorporates three main elements: people, technology and
equipment. Attracting, training and retaining qualified employees is a challenge for oilfield
services providers. As exploration and production activities are taking place in an ever increasing
variety of surface and subsurface conditions, developing technology and building equipment that can
withstand increasing physical challenges and operate more efficiently is required to maintain and
improve the economics of crude oil and natural gas production. The primary economic risk assumed by
oilfield service providers relates to the volatility in activity levels which affect utilization
rates, investment in people, technology and equipment and cost controls.
The economics of oilfield service providers are largely driven by the price of crude oil and
natural gas realized by its customers. Crude oil and natural gas prices have historically been
volatile. The upward trend in commodity prices since 2002 through 2007 peaked for natural gas in
December 2005 and for oil in November 2007. The price for gas has retreated from that time but
remains at reasonably high levels when compared to pricing trends over the past five years. The
price for oil continues to see new highs with peaks in January and February of 2008.
CONTRACT DRILLING SERVICES
Precisions Contract Drilling Services segment is comprised of the following divisions and
affiliates:
|
|
Precision Drilling 232 land drilling rigs in Canada; |
|
|
Precision Drilling Oilfield Services 12 land drilling rigs in the United States; |
|
|
A Precision affiliate one land drilling rig in Latin America; |
|
|
LRG Catering (LRG) 102 drilling and base camps, with food catering in Canada and the
United States; |
10
|
|
Rostel Industries (Rostel) engineering, machining, fabrication, component
manufacturing and repair services for drilling and service rigs primarily for Precisions
operations; and |
|
|
Columbia Oilfield Supply (Columbia) centralized procurement, inventory and
distribution of consumable supplies primarily for Precisions operations. |
Precision Drilling
The Precision Drilling division owns and operates the largest fleet of land drilling rigs in
Canada with 232 actively marketed drilling rigs located throughout the WCSB, accounting for
approximately 26% of the industrys fleet of 898 drilling rigs in Canada at December 31, 2007.
Oil and natural gas well drilling contracts are carried out on a daywork, metreage or turnkey
basis. Under daywork contracts, Precision charges the customer a fixed rate per day regardless of
the number of days needed to drill the well. In addition, daywork contracts usually provide for a
reduced day rate (or a lump sum amount) for mobilization of the rig to the well location and for
both assembly and dismantling of the rig. Under daywork contracts, Precision ordinarily bears no
part of the costs arising from downhole risks (such as time delays for various reasons, including a
stuck or broken drill string or blowouts). Other contracts could provide for payment on a metreage
basis whereby Precision would be paid a fixed charge for each metre drilled regardless of the time
required or the problems encountered in drilling the well. Some contracts are carried out on a
metreage basis to a specified depth and on a daywork basis thereafter. Turnkey contracts
contemplate the drilling of a well for a fixed price. Compared to daywork contracts, metreage and
turnkey contracts involve a higher degree of risk to Precision and, accordingly, normally provide
greater profit or loss potential. Over the last five years, Precisions contracts have been carried
out almost exclusively on a daywork basis.
Contracts with customers vary in duration from a day or two on shallow single well
applications to multiple year, multiple well drilling programs. Precisions newly built drilling
rigs tend to have term contracts prior to the rig being completed and in many cases have a three to
five year capital payout contract in place at the time construction commences.
Precisions drilling rigs have varying configurations and capabilities which enable Precision
to provide services in virtually all areas of drilling activity in the WCSB. Precisions rigs have
drilling depth capacities of up to 6,700 metres. Conventional rigs are configured to handle either
one, two or three joints of standard length drill pipe at one time and are categorized as singles,
doubles or triples based on this capability. As well, Precision has coiled tubing drilling rigs
which utilize a single strand of pipe coiled around a reel. As a coil tubing drilling rig drills,
the tubing is unwound and as the tubing is rewound onto the reel the bit returns to surface.
Single, double and coiled tubing rigs are generally used in the shallow drilling market, while
triple rigs, which have greater hoisting capacity, are used in deeper exploration and development
drilling, usually carried out in the foothills and Rocky Mountain regions of Canada and the United
States. Precisions triple rig fleet includes specialized rigs for deep sour natural gas well
drilling. Virtually all Precision drilling rigs are capable of operating under all climatic
conditions.
Rounding out Precisions fleet are Super Single rigs, the majority of which have
slant capability. The Super Single rigs are manufactured by Precision and are equipped
with top drive drilling systems, extended length drill pipe and an automated pipe handling system.
Slant drilling involves tilting a rig mast from vertical and is primarily used to drill multiple
directional wells from one location. Super Single rigs allow for drilling to be
carried out on a more cost effective basis than using conventional drilling techniques. Drilling
multiple wells from one location, for instance, improves the economics of developing shallow
hydrocarbon reserves. Additionally, the same technique can allow for the exploitation of reserves located in environmentally sensitive
areas or inaccessible locations and can reduce or eliminate the cost of building access roads for
multiple drilling locations. Precision believes the Super Single rig category will
continue to offer significant revenue growth. In addition to conventional wells, Precisions Super
Single rigs have been adapted to meet a variety of operational needs such as heavy oil,
natural gas in coal and in shale, tight gas, oil sands production and steam assisted gravity
drainage projects.
11
The Super Single Light is a scaled-down version of the Super Single
without slant drilling capabilities. These rigs have been built for drilling shallow wells up to
1,200 metres in depth. Using extended length drill pipe, the design incorporates proven technology
and reliability in a light weight, easily moved load configuration. The Super Single
Light competes with coiled tubing rigs and offers greater drilling capability over a wider range of
well configurations than coiled tubing rigs.
Rigs built by Precision are designed for greater safety and operating efficiency to deliver
well cost savings to customers. High performance drilling rigs combine high mobility, automation,
advanced control systems, minimal environmental impact, and highly trained crews. Over the past 12
years Precision has been developing the Super Series drilling rigs and has built 35 Super Single,
seven Super Single Light and eight Super Triple rigs.
To facilitate customer requirements Precision also owns 17 mobile top drives and 41 rigs with
integrated top drives. A top drive is used to rotate the drill string and provides greater
efficiency in the drilling of a well compared to the traditional rotary table and kelly. A top
drive is suspended in the mast of the drilling rig and is powered by a hydraulic or electric motor.
Precision continually seeks to upgrade and modify its rig fleet to maximize performance.
Precision works hard to remain abreast of, and in many cases, lead advances in specialized drilling
techniques and technology in order to maximize rig efficiency and minimize environmental impact. A
total of 49 of Precisions drilling rigs are diesel-electric powered, with the remaining rigs
mechanically powered. Diesel-electric powered rigs provide more precise control of drilling
components and are considered more power efficient than mechanical rigs and are well suited for
horizontal and directional drilling. Eight of the diesel electric rigs are AC power driven which
provides for increased scalability, more efficient power conversion, smaller component size and
weight, and a broader performance range. Many of Precisions mechanically powered rigs are also
capable of horizontal and directional drilling by reconfiguring the rigs with additional equipment
which Precision has readily available.
The following table lists the drilling depth capabilities of Precisions drilling rigs and the
total Canadian land drilling industrys rigs in the WCSB as at December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Precision Fleet |
|
|
|
Industry Fleet(1) |
|
|
|
|
Maximum |
|
|
|
Number |
|
|
|
% of |
|
|
|
Market |
|
|
|
Number of |
|
|
|
% of |
|
|
|
|
|
Type of Drilling Rig |
|
|
Depth Rating |
|
|
|
of Rigs |
|
|
|
Total |
|
|
|
Share %(3) |
|
|
|
Rigs |
|
|
|
Total |
|
|
|
Change(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Single |
|
|
|
1,200 m |
|
|
|
|
14 |
|
|
|
|
6 |
|
|
|
|
8 |
|
|
|
|
165 |
|
|
|
|
18 |
|
|
|
|
20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Super Single(2) |
|
|
|
3,000 m |
|
|
|
|
33 |
|
|
|
|
14 |
|
|
|
|
89 |
|
|
|
|
37 |
|
|
|
|
4 |
|
|
|
|
4 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Double |
|
|
|
3,000 m |
|
|
|
|
87 |
|
|
|
|
38 |
|
|
|
|
22 |
|
|
|
|
393 |
|
|
|
|
44 |
|
|
|
|
29 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Light triple |
|
|
|
3,600 m |
|
|
|
|
40 |
|
|
|
|
17 |
|
|
|
|
34 |
|
|
|
|
116 |
|
|
|
|
13 |
|
|
|
|
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Super Triple(5) |
|
|
|
4,000 m |
|
|
|
|
8 |
|
|
|
|
3 |
|
|
|
|
100 |
|
|
|
|
8 |
|
|
|
|
1 |
|
|
|
|
3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Heavy triple |
|
|
|
6,700 m |
|
|
|
|
39 |
|
|
|
|
17 |
|
|
|
|
36 |
|
|
|
|
109 |
|
|
|
|
12 |
|
|
|
|
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Coiled tubing |
|
|
|
1,500 m |
|
|
|
|
11 |
|
|
|
|
5 |
|
|
|
|
16 |
|
|
|
|
70 |
|
|
|
|
8 |
|
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
232 |
|
|
|
|
100% |
|
|
|
|
26% |
|
|
|
|
898 |
|
|
|
|
100% |
|
|
|
|
56 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES:
|
|
|
(1) |
|
Source: Daily Oil Bulletin Rig Locator Report as of January 2008. Precision has allocated
the industry rig fleet by rig type and removed its 11 decommissioned rigs. |
|
(2) |
|
Super Single excludes single rigs that do not have automated pipe handling, a
self contained top drive, or run extended length drill pipe/casing. |
|
(3) |
|
Market share means Precisions rigs as a percent of the industry rigs.
|
|
(4) |
|
Change in number of industry rigs as compared to the prior year. |
|
(5) |
|
Super Triple includes features such as extended length drill pipe, AC power, iron roughneck,
mobility without cranes, top drive and an advanced control system. |
There was a net addition of 56 drilling rigs added to the Canadian industry fleet during 2007,
a 7% increase over 2006. In 2006 customer demand to drill conventional oil and natural gas wells,
in combination with improving commercialization of natural gas in coal and in shale, oil sands,
heavy oil and deeper natural gas formations had
12
driven demand for rigs to record levels but the
slowdown in drilling activity commencing in the second half of 2006 reduced 2007 rig utilization
rates.
The following table lists the drilling rig utilization rates and certain other drilling
statistics for Precision compared to the total land drilling industry in the WCSB for the years
indicated:
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|
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|
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|
|
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|
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|
|
Utilization Rates (%) |
|
|
|
Metres Drilled (000s) |
|
|
|
Wells Drilled(1) |
|
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|
|
|
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|
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|
|
|
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|
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|
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% of |
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|
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|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
Precision |
|
|
|
Industry(2) |
|
|
|
Precision |
|
|
|
Industry(2) |
|
|
|
Industry |
|
|
|
Precision |
|
|
|
Industry(2) |
|
|
|
Industry |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
34.5 |
|
|
|
|
37.7 |
|
|
|
|
5,813 |
|
|
|
|
22,189 |
|
|
|
|
26.2 |
|
|
|
|
4,718 |
|
|
|
|
18,342 |
|
|
|
|
25.7 |
|
2006 |
|
|
|
52.1 |
|
|
|
|
55.1 |
|
|
|
|
7,810 |
|
|
|
|
27,373 |
|
|
|
|
28.5 |
|
|
|
|
6,180 |
|
|
|
|
22,575 |
|
|
|
|
27.4 |
|
2005 |
|
|
|
56.1 |
|
|
|
|
59.6 |
|
|
|
|
8,901 |
|
|
|
|
28,143 |
|
|
|
|
31.6 |
|
|
|
|
7,766 |
|
|
|
|
24,351 |
|
|
|
|
31.9 |
|
2004 |
|
|
|
50.3 |
|
|
|
|
52.9 |
|
|
|
|
8,021 |
|
|
|
|
23,526 |
|
|
|
|
34.1 |
|
|
|
|
7,525 |
|
|
|
|
21,793 |
|
|
|
|
34.5 |
|
2003
|
|
|
|
52.0
|
|
|
|
|
53.1
|
|
|
|
|
8,604
|
|
|
|
|
21,802
|
|
|
|
|
39.5
|
|
|
|
|
8,451
|
|
|
|
|
20,694
|
|
|
|
|
40.8
|
|
NOTES:
|
|
|
(1) |
|
The number of wells drilled is reported on a rig release basis, compiled by Precision. |
|
(2) |
|
Industry numbers exclude drilling rigs not registered with the Canadian Association of
Oilwell Drilling Contractors (CAODC) and non-reporting CAODC member contractors. |
Since 1997 Precision has consistently been the most active land drilling contractor in Canada
in terms of operating days, wells and metres drilled, and presently has a market share of 26% in
Canada. During 2007 Precision achieved a utilization rate of 34% for its Canadian drilling rigs
compared to the average industry utilization rate in Canada of 38%. Precision strives to obtain
high utilization of its fleet and optimal profitability given competitive pricing and Canadas
seasonal reduction in drilling demand during the second and third quarters.
In 2007 Precision drilled 4,718 exploration and development wells, accounting for 26% of
industry wells drilled in western Canada.
Precisions fleet can drill virtually all types of on-shore conventional and unconventional
oil and gas wells in North America. It is particularly adept in developing unconventional
resources such as oil sands, natural gas in coal and in shale or tight gas. The increase in
drilling-intensive unconventional resource plays creates opportunities for technically innovative
and operationally efficient drillers like Precision.
The drilling industry in Canada requires specialized skill and knowledge which, due to
increased utilization levels over the past decade, has been in short supply. A drilling rig crew is
comprised of a rig manager, driller, derrickman, motorman, floorman and leaseman. The traditional
rig crewing configuration is three crews working rotating shifts, two weeks in and one week out,
allowing the rig to keep working with one crew off. The floor and lease positions are entry level,
with the motorman, derrickman and driller positions being more advanced. Each position has certain
prerequisite qualifications and training. Well control, H2S, first aid, fall
protection, work place hazardous materials and various aspects of Precisions health, safety and
environment management systems are all key training components.
The provision of an experienced competent crew is a competitive strength, highly valued by
Precisions customers. In order to continually recruit rig employees, Precision has a centralized
personnel department and orientation program. In 2007 there were approximately 594 candidates given
pre-employment rig orientation training. Precision is also active as a member of the CAODC in
implementing the Rig Technician journeyman program, a designated trade certification for drilling rig workers in Alberta, the first
jurisdiction to recognize the specialized skill and knowledge that a driller must possess.
The shortage of labour in the oilfield service industry in recent years continues with human
resource issues expected to remain a priority for the industry for the foreseeable future. For
Precision, emphasis is placed on retention of experienced employees in derrickman, driller and rig
manager positions. A shortage occurs in high activity periods when most of the rig fleet is
working. The service industry loses experienced employees to
13
customers, competitors, other oilfield
businesses and to other industries due to the cyclical nature of the work and the resulting
uncertainty of continuing employment. During 2007 Precision focused on the retention of existing
employees through initiatives that provide a safe and productive work environment, opportunity for
advancement and added wage security through programs such as our Designated Driller Program.
Precisions ability to work an entire fleet of rigs, given Canadian seasonality, arises from
its ability to retain experienced employees in low activity periods, orientate new employees and
effectively administer personnel and payroll functions.
Precision Drilling Oilfield Services, Inc.
Precision Drilling Oilfield Services, Inc. began current operations in the United States in
June 2006 with one rig operating in Texas and grew to a fleet of 12 rigs by the end of 2007 with
seven rigs in Texas, four in Colorado, and one in Wyoming, all under term contracts. The 11 rig
increase in 2007 included seven new Super SingleTM rigs of which five are diesel
electric AC driven and two are mechanical, and four diesel-electric triple rigs all deployed out of
Canada. The combined utilization including move days was 99% as the fleet experienced minimal
downtime. The United States market also does not typically experience the same seasonality as in
Canada therefore utilization is expected to be much higher. United States operations in the Rocky
Mountain region are based in Colorado, and in the South Central region are based in Texas. In early
2008 Precision mobilized one diesel-electric triple rig to New York and one diesel electric AC
driven Super Triple rig to Colorado.
LRG Catering
LRG provides food and accommodation to personnel working at the wellsite, typically in remote
locations in western Canada. LRG has 99 drilling camps and base camps representing approximately
12% of the camp and catering business in western Canada and three drilling camps in the United
States. LRGs mobile camps include five or six units and can accommodate 20 to 25 crew members and
individual dormitory units that can accommodate up to 45 crew members. It can also provide food
service for all of the field workers on a location. LRG also has the ability to configure several
of its camps and dormitories on a single site to create a base camp for major projects which can
house as many as 200 workers and provide up to 1,000 meals a day. As the oil and gas industry in
western Canada moves to more remote locations in search of new reserves there is increasing demand
for crews to stay near the worksite throughout the duration of a project. LRG serves Precision and
other companies in the upstream oil and gas sector and periodically secures opportunities to serve
other industries that operate in remote locations.
Rostel Industries
Rostel Industries manufactures and refurbishes custom drilling rig and service rig components.
This uniquely positions Precision with in-house rig manufacturing capability. Approximately 70% of
Rostels activities support Precision business units. The ability to repair or provide new
components for either drilling or service rigs in-house improves the efficiency and reliability of
Precisions fleet. In addition to quality construction and repair services, Rostel sustains high
plant utilization by providing specialized services, including inspection and certification of
critical drilling components such as overhead equipment, well control equipment and handling tools.
Rostels expertise includes an in-house engineering group as well as an equipment sales group that
specializes in the distribution of mud pumps and other imported products. Rostel designs and
builds a significant portion of the components for Precisions Super SingleTM drilling
rigs and is developing products that can be applied to new rigs and retro-fitted to improve the
versatility of many of Precisions existing rigs. Strategically, Rostel gives Precision the ability
to control cost, quality and production schedules that meet customer requirements.
14
Columbia Oilfield Supply
Columbia Oilfield Supply is a general supply store that procures, packages and distributes
large volumes of consumable oilfield supplies for the contract drilling and well servicing
industry. Approximately 90% of Columbias activities support Precision operations and it plays a
key role in supply chain management for Precision. Columbias key strengths, which contribute to
Precisions competitiveness, are in inventory management, demand anticipation and distribution.
Precision and its customers also benefit from Columbias purchasing power, standardized product
selection, streamlined business processes and coordinated distribution. Strategically, Columbia
gives Precision the ability to set its own service level priorities and to standardize products
used on its equipment. Through Columbia, Precision has direct control over supply distribution to
field destinations which enhances its reliability in the execution of its operations.
COMPLETION AND PRODUCTION SERVICES
Precisions Completion and Production Services segment is comprised of the following businesses in
Canada:
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Precision Well Servicing 223 well completion and workover service rigs; |
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|
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Live Well Service 27 snubbing units; |
|
|
|
Precision Rentals about 13,000 rental items including well control equipment, surface
equipment, specialty tubulars and wellsite accommodation units; and |
|
|
|
Terra Water 63 wastewater treatment units. |
Precision Well Servicing
The Precision Well Servicing division is Canadas largest service rig contractor, providing
customers with a complete range of oil and natural gas well services completion, workover,
abandonment, well maintenance, high pressure and critical sour gas well work and re-entry
preparation. Precisions service rig fleet completes all types of new wells and works over existing
wells to optimize customers oil and natural gas production. The configuration of Precisions Well
Servicing fleet as at December 31, 2007 is illustrated in the following table:
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|
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|
|
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|
|
|
|
|
|
|
|
Type of Service Rig |
|
|
2007 |
|
|
|
2006 |
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Singles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobile single |
|
|
|
5 |
|
|
|
|
12 |
|
|
|
|
17 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Freestanding mobile |
|
|
|
94 |
|
|
|
|
92 |
|
|
|
|
88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Doubles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobile |
|
|
|
43 |
|
|
|
|
44 |
|
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Freestanding mobile |
|
|
|
9 |
|
|
|
|
9 |
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Skid |
|
|
|
55 |
|
|
|
|
65 |
|
|
|
|
65 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Slants: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freestanding |
|
|
|
17 |
|
|
|
|
15 |
|
|
|
|
15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
223 |
|
|
|
|
237 |
|
|
|
|
237 |
|
At the end of 2007 Precision Well Servicing had an industry market share of 20% with a rig
fleet of 223 rigs after decommissioning 16 rigs, while the average registered CAODC industry fleet
was approximately 1,100 service rigs in western Canada. Precision Well Servicing continued to
upgrade its fleet through initiatives that included freestanding conversions and new transporters
along with engines and combination trailers. As at December 31, 2007 Precision Well Servicing had
120 freestanding service rigs representing 54% of its service rig fleet. A freestanding rig is
more efficient to set up, minimizes surface disturbance and, as there is no need for
15
anchors, reduces the possibility of striking underground utilities. However, a majority of
the mobile double rigs are not freestanding as the additional weight to convert them would limit
movement during restricted road use periods. Skid double rigs are ideal for deeper natural gas
wells which require multi-zone completion or re-completion. This type of work usually has the
service rig working for a greater length of time so the rig does not need to be moved as often.
They also include additional equipment such as circulating pumps, tanks, blowout preventers and
tools.
Well servicing requires its own unique skill set and in addition to physical work, harsh
weather and other factors crews must deal with the potential dangers and safety concerns of
working with pressurized wellbores. A typical service rig crew has four members: driller,
derrickman, and two floormen, in addition to the rig manager. Servicing wells often means
coordinating activities of several service companies so work normally takes place in daylight
hours. Jobs are typically shorter in well servicing than contract drilling so the ability of a
service rig to move quickly from one site to another is critical. Precision Well Servicing
typically charges its customers an hourly rate for its services based on a number of considerations
including market demand in the region, the type of rig and complement of equipment required.
The Precision Well Servicing rig fleet is deployed throughout the WCSB to improve efficiency
and reduce travel time to wellsites. Well servicing operations have two distinct functions
completions and workovers. Service rigs are typically used during the completion phase of a well,
instead of larger, more expensive drilling rigs, in order to reduce the cost of completing the
well. The demand for well completion services is related to the level of drilling activity in a
region whereas the demand for production or workover services is based upon the total number of
active wells, their age and their producing characteristics. Consequently, demand for completion
services is generally more volatile than workover services. Completions accounted for about 32% of
total activity for Precision Well Servicing in 2007 as compared to 38% in 2006. Workovers accounted
for 68% in 2007 compared to 62% in 2006.
After a well is initially drilled, the well operator contracts a service provider such as
Precision Well Servicing to supply the crew and equipment to complete the well. Completion services
prepare a newly drilled well for initial production and may involve cleaning out the wellbore and
the installation of production tubing, downhole equipment and wellheads. Service rigs work jointly
with other services to perforate the wellbore to open the producing zones and stimulate the
producing zones to improve productivity. The well completion process may take one day to many
weeks to complete and Precision Well Servicing provides a service rig to assist during most or all
of this process.
A typical gas well in western Canada is likely to require one or more workovers during its
operating life compared with four or five workovers for some conventional oil wells. Wells for some
heavy oil and bitumen production could require many workovers during their lifecycle. Workovers
take place over the producing life of the well and involve a variety of activities to restore or
enhance production. Well maintenance services are often required to ensure continuous and efficient
operation of producing wells. These services include routine mechanical repairs such as repairing
failed wellbore pumping equipment or replacing damaged rods and tubing.
Workover services are generally provided according to preventative maintenance schedules or on
a call-out basis when a well needs major repairs or modifications. This can involve operations
similar to those conducted during the initial completion of a well. Workovers may also involve
restoring or enhancing production in an existing producing zone, changing to a new producing zone,
converting the well for use as an injection well for enhanced recovery operations or plugging and
abandoning the well. Workover services also include major subsurface repairs such as casing repair
or replacement, recovery of tubing and removal of foreign objects from the wellbore, such as lost
tools. Workover activities may require a few days to several weeks to complete. During this time
Precision Well Servicing may work alongside other oilfield service providers on the well location
while other services are being directed by its customer.
The number of wells drilled in Canada each year has doubled in this decade compared with the
1990s with a particular increase in natural gas and heavy oil drilling. With about 200,000
producing wells currently in western Canada as potential candidates for workovers and about 14,000
to 20,000 new wells drilled each year that must be completed and maintained, well servicing has
significant growth potential for Precision.
16
Live Well Service
Live Well Service markets 22 portable hydraulic rig-assist snubbing units and five
self-contained units in western Canada for a market share of about 25%. Snubbing units are
equipped with specialized pressure control devices which allow tubing to be pushed (snubbed) into
and pulled out of a wellbore while a well is under pressure and production has been suspended.
Traditional well servicing operations require the pressure in a well to be neutralized or
killed, prior to performing such operations so they can be conducted safely. Some reservoirs can
be damaged if a well is killed prior to workover operations, as the fluids used in the process may
cause the flow characteristics of the reservoir to be impaired. Consequently, snubbing units have
been developed to perform certain workover and completion activities without killing the well.
There are essentially two types of snubbing units rig-assist and self-contained. Rig-assist
units work with a service rig to complete the snubbing activity for a well. Self-contained units do
not require a service rig on site and are capable of snubbing and many other services traditionally
completed by a service rig.
Snubbing is primarily used to enhance natural gas production and as more gas wells are drilled
in western Canada each year, producers are increasingly aware of the advantages of snubbing.
Precision Rentals
Precision Rentals is a provider of oilfield rental equipment with five operating centres and
13 stocking points located throughout western Canada as well as a central technical support centre
in Leduc, Alberta. Most exploration and production companies do not own the specialty equipment
used in oil and gas operations and rely on suppliers such as Precision Rentals for access to large
inventories of drilling, completion and production equipment.
Precision Rentals inventory of equipment is marketed through three product categories:
surface equipment; tubulars and well control equipment; and wellsite accommodation units.
Surface equipment includes 2,300 drilling and production tanks and other equipment primarily
associated with fluid handling. Tubular equipment includes about 10,000 joints of specialty-sized
drill pipe and collars. Well-control equipment includes handling tools and equipment such as
blowout preventers and diverter systems. Wellsite accommodations comprise 290 fully equipped units
that provide office and lodging for oil and gas field personnel.
Precision Rentals also supplies the patented Vapour Tight Oil Battery, which allows for
single well production of oil with hydrogen sulphide (H2S) content through the use of a
500 barrel NACE (National Association of Corrosion Engineers) certified vessel with gas metering
and flaring capabilities.
Terra Water
Terra Waters principal role is the provision of portable onsite wastewater handling,
treatment, and disposal expertise within the remote worksite environment. Terra Waters equipment
focuses on reducing environmental impacts from wastewater generated on site.
The wastewater treatment units are designed and manufactured in-house and are built to
industry leading standards. Terra Water provides regular servicing for all of its equipment and
tests treated effluent samples to ensure the units are producing high quality treated effluent with
no detectible odours. Terra Water has 63 portable treatment units comprising approximately 10% of
the industry within the remote work site market in western Canada.
Terra Waters large units can accommodate camp sites of up to 50 people and several units can
be combined to serve large-scale base camp configurations. To meet specific requests from clients,
Terra Water has developed a smaller model which is better suited to lower volume requirements of
remote locations that accommodate less than 15 people.
17
RISK FACTORS
THE TRUST
An investment in the Trust Units and Exchangeable Units involves a number of risks including
those set forth below.
The Trust is Dependent on Precision for All Cash Available for Distributions
The Trust is dependent on the operations and assets of Precision through its interest in PDLP,
which in turn owns 100% of the shares of Precision and the Promissory Note. Distributions to the
holders of Trust Units and Exchangeable Units are dependent on the ability of Precision to make
principal and interest payments on the Promissory Note, dividends and return of capital payments.
The actual amount of cash available for distribution is dependent upon numerous factors relating to
the business of Precision including profitability, changes in revenue, fluctuations in working
capital, capital expenditure levels, applicable laws, compliance with contracts, contractual
restrictions contained in the instruments governing its indebtedness, the impact of interest rates,
the growth of the general economy, the price of crude oil and natural gas, changes to tax laws,
weather, future capital requirements and the number of Trust Units and Exchangeable Units issued
and outstanding and potential tax liabilities resulting from any successful reassessments of prior
taxation years by taxation authorities.
Any reduction in the amount of cash available for distribution, or actually distributed, by
Precision will reduce or suspend entirely the amount of cash available for distributions to the
holders of Trust Units and Exchangeable Units. The market value of the Trust Units may deteriorate
if the Trust is unable to meet distribution expectations in the future, and such deterioration may
be material.
Variability of Distributions
The actual cash flow available for distribution to Unitholders is a function of numerous
factors including the Trusts, PDLPs and Precisions financial performance; debt covenants and
obligations; working capital requirements; future upgrade capital expenditures and future expansion
capital expenditure requirements for the purchase of property, plant and equipment; tax
obligations; the impact of interest rates; the growth of the general economy; the price of crude
oil and natural gas; weather; and number of Trust Units and Exchangeable Units issued and
outstanding. Distributions may be increased, reduced or suspended entirely depending on
Precisions operations and the performance of its assets. The market value of the Trust Units may
deteriorate if the Trust is unable to meet distribution expectations in the future, and that
deterioration may be material.
Changes in Legislation
There can be no assurance that income tax laws, such as the status of mutual fund trusts, or
the taxation of mutual fund trusts, will not be changed in a manner which adversely affects holders
of Trust Units.
Environmental and applicable operating legislation may be changed in a manner which adversely
affects holders of Trust Units.
Taxation of the Trust
There can be no assurances that Canadian federal income tax laws and administrative policies
respecting the treatment of mutual fund trusts will not be changed in a manner which adversely
affects the holders of Trust Units. For example, if the Trust ceases to qualify as a mutual fund
trust under the Tax Act, the income tax considerations described under the heading Certain
Canadian Federal Income Tax Considerations Taxation of Trust Unitholders on pages 47 and 48 of
the 2005 Special Meeting Information Circular which are incorporated by reference into this Annual
Information Form, would be materially and adversely different in certain respects.
Moreover, if the Trust were to cease to qualify as a mutual fund trust, the Trust Units held
by Trust Unitholders that are non-residents of Canada for purposes of the Tax Act (non-residents)
would become taxable Canadian property. These non-resident holders would be subject to Canadian
income tax on any gains realized on a
18
disposition of Trust Units held by them unless they were exempt under an income tax
convention, and non-resident holders would be subject to certain notification and withholding
requirements on a disposition of their Trust Units. In addition, the Trust would be taxed on
certain types of income distributed to Trust Unitholders (apart from under the specified investment
flow-through (SIFT) legislation discussed below). Payment of this tax may have adverse
consequences for some Trust Unitholders, particularly Trust Unitholders that are non-residents and
residents of Canada that are otherwise exempt from Canadian income tax.
Legislation to implement proposals originally announced on October 31, 2006 relating to the
taxation of certain publicly-traded trusts and their unitholders under the Tax Act has received
royal assent. This legislation applies to trusts that are resident in Canada for purposes of the
Tax Act, that hold one or more non-portfolio properties, and the units of which are listed on a
stock exchange or other public market (a SIFT trust). A SIFT trust effectively is subject to tax
on its income from non-portfolio properties and taxable capital gains from dispositions of
non-portfolio properties paid, or made payable, to unitholders at a rate comparable to the combined
federal and provincial corporate income tax rate. Distributions of such income to unitholders
should be treated as eligible dividends paid by a taxable Canadian corporation.
In general terms, a trust that existed on October 31, 2006 and to which the SIFT trust
legislation otherwise would apply, should not be a SIFT trust until the earlier of January 1, 2011
or the first day after December 15, 2006 that the trust exceeds normal growth determined by
reference to guidelines issued on December 15, 2006 by the Minister of Finance (Canada) (the
Guidelines). The Guidelines provide that a trust should not be considered to exceed normal
growth if the trust does not issue new equity (including convertible debentures or other equity
substitutes) that exceeds the greater of $50 million per year or certain specified safe harbour
amounts based on the market capitalization of the trust on October 31, 2006.
Provided that the Trust does not issue new equity in an amount greater than the safe-harbour
determined by the market capitalization of the Trust on October 31, 2006 the Trust should not be
considered to exceed normal growth and should not be a SIFT trust until January 1, 2011.
However, no assurances can be provided that the Trust will not become a SIFT trust prior to January
1, 2011.
There can be no assurance that the Trust will be able to reorganize its legal and tax
structure to substantially mitigate the expected impact of the SIFT legislation. On December 20,
2007 the Minister of Finance announced that the federal government remains committed to ensuring
that a SIFT trust may convert to a taxable Canadian corporation without undue tax consequences, but
as of yet, no draft legislation has been released to specifically facilitate such a conversion.
Currently, under a disqualification rule contained in the Tax Act, a trust will not be
considered to be a mutual fund trust if it is established or is maintained primarily for the
benefit of non-residents of Canada for the purposes of the Tax Act, unless all or substantially all
of its property is property other than taxable Canadian property as defined in the Tax Act. In
an effort to allow the Trust to assert that the foregoing disqualification rule is inapplicable on
the basis that the Trust is not now and has never been established or maintained primarily for the
benefit of non-residents of Canada, the Declaration of Trust restricts and provides mechanisms to
limit the number of Trust Units held by non-residents of Canada and non-Canadian partnerships.
Moreover, as a second reason to allow the Trust to assert that the foregoing disqualification rule
does not apply to the Trust, the assets of the Trust have been structured to allow the Trust to
assert that all or substantially all of its property is property other than Taxable Canadian
property as defined in the Tax Act.
On September 16, 2004 draft amendments to these rules were introduced providing that a trust
will lose its status as a mutual fund trust if the aggregate fair market value of all units issued
by the trust held by one or more non-residents of Canada or partnerships that are not Canadian
partnerships (as defined in the Tax Act) is more than 50% of the aggregate fair market value of
all the units issued by the trust where more than 10% (based on fair market value) of the trusts
property is certain types of taxable Canadian property or certain other types of property. These
draft amendments do not currently provide any means of rectifying a loss of mutual fund trust
status. No further legislative action has been taken in respect of these draft amendments and
certain of the concerns which such amendments sought to address were included in the SIFT trust
Legislation.
Further, the Declaration of Trust restricts and provides mechanisms to limit the number of
Trust Units held by non-residents of Canada and non-Canadian partnerships such that the Trust
expects that the existing imposed
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non-resident ownership limitations set out in the Tax Act, discussed above, will be satisfied.
In an effort to support the assertion that the Trust qualifies as a mutual fund trust under the
Tax Act and in an effort to support the assertion that the maintenance of such status the
Declaration of Trust provides, in part, that:
(a) if determined necessary or desirable by the Trustees, in their sole discretion, the
Trust may, from time to time, among other things, take all necessary steps to monitor the
activities of the Trust and ownership of the Trust Units. If at any time the Trust or the
Trustees become aware that the activities of the Trust and/or ownership of the Trust Units
by non-residents may threaten the status of the Trust under the Tax Act as a unit trust or
a mutual fund trust, the Trust, by or through the Trustees on the Trusts behalf, is
authorized to take such action as may be necessary in the opinion of the Trustees to
maintain the status of the Trust as a unit trust or a mutual fund trust including,
without limitation, the imposition of restrictions on the issuance by the Trust of Trust
Units or the transfer by any Trust Unitholder of Trust Units to a non-resident and/or
require the sale of Trust Units by non-residents on a basis determined by the Trustees
and/or suspend distribution and/or other rights in respect of Trust Units held by
non-residents transferred contrary to the foregoing provisions or not sold in accordance
with the requirements thereof; and
(b) in addition to the foregoing, the transfer agent of Trust Units, by or through the
Trustees may, if determined appropriate by the Trustees, establish operating procedures for,
and maintain, a reservation system which may limit the number of Trust Units that
non-residents may hold, limit the transfer of the legal or beneficial interest in any Trust
Units to non-residents unless selected through a process determined appropriate by the
Trustees, which may either be a random selection process or a selection process based on the
first to register, or such other basis as determined by the Trustees. The operating
procedures relating to such reservation system shall be determined by the Trustees and,
prior to implementation, the Trust shall publicly announce the implementation of the same.
Such operating procedures may, among other things, provide that any transfer of a legal or
beneficial interest in any Trust Units contrary to the provisions of such reservation system
may not be recognized by the Trust.
Residual Liability of Precision
Precision, the successor entity to amalgamations involving its predecessor companies, has
retained all liabilities of its predecessor companies, including liabilities relating to corporate
and income tax matters.
Nature of Trust Units
The Trust Units do not represent a traditional investment in the oil and natural gas services
business and should not be viewed as shares of Precision. The Trust Units represent a fractional
interest in the Trust. Holders of Trust Units do not have the statutory rights normally associated
with ownership of shares of a corporation including, for example, the right to bring oppression
or derivative actions. The Trusts sole assets are the shares of the General Partner, the PDLP A
Units and other investments in securities. The price per Trust Unit is a function of anticipated
net earnings, distributable cash, the underlying assets of the Trust and managements ability to
effect long-term growth in the value of Precision and other entities now or hereafter owned
directly or indirectly by the Trust. The market price of the Trust Units are sensitive to a variety
of market conditions including, but not limited to, interest rates, the growth of the general
economy, the price of crude oil and natural gas and changes in law. Changes in market conditions
may adversely affect the trading price of the Trust Units.
The Trust Units are not deposits within the meaning of the Canada Deposit Insurance
Corporation Act (Canada) and are not insured under the provisions of that act or any other
legislation. Furthermore, the Trust is not a trust company and, accordingly, is not registered
under any trust and loan company legislation as it does not carry on or intend to carry on the
business of a trust company.
Qualified Dividend Treatment for Individual U.S. Holders of Trust Units
The Trust expects that distributions it makes to individual U.S. holders of Trust Units that
are treated as dividends for U.S. federal income tax purposes will be treated as qualified dividend
income eligible for the reduced
20
maximum rate to individuals of 15% (5% for individuals in lower tax brackets). However, if
the Trust does not constitute a qualified foreign corporation for U.S. federal income tax
purposes, and as a result such dividends to individual U.S. holders of Trust Units do not qualify
for this reduced maximum rate, such holders will be subject to tax on such dividends at ordinary
income rates (currently at a maximum rate of 35%). In addition, under current law, the
preferential tax rate for qualified dividend income will not be available for taxable years
beginning after December 31, 2010. Neither the Trust nor Precision is providing any representation
as to the U.S. tax consequences of holding Trust Units.
Taxation of Precision
Income fund structures often involve significant amounts of inter-entity debt, which may
generate substantial interest expense, which serves to reduce earnings and therefore income tax
payable. The Board of Trustees expects this to be the case in respect of Precision and its
interest expense on the Promissory Note. There can be no assurance that the taxation authorities
will not seek to challenge the amount of interest expense deducted. If such a challenge were to
succeed against Precision, it could have a materially adverse affect on the amount of distributable
cash available.
Risks Associated with Trust Units for Non-Resident Holders of Trust Units
For non-resident holders of Trust Units, there are certain risks associated with holding Trust
Units. Non-resident holders of Trust Units should consult their tax advisors with respect to the
tax implications of holding Trust Units, including any associated filing requirements in their
particular tax jurisdiction. Except as provided under the heading Certain United States Federal
Income Tax Considerations on pages 51 to 54 of the 2005 Special Meeting Information Circular which
are incorporated by reference into this Annual Information Form, neither the Trust nor Precision is
providing any representations as to the tax consequences to non-residents of holding Trust Units.
Nature of Distributions
Unlike interest payments on an interest-bearing security, distributions by income trusts on
trust units (including those of the Trust) are, for Canadian tax purposes, composed of different
types of payments (portions of which may be fully or partially taxable or may constitute
non-taxable returns of capital). The composition for tax purposes of those cash distributions
may change over time, thus affecting the after-tax return to holders of Trust Units. Therefore, the
rate of return for holders of Trust Units over a defined period may not be comparable to the rate
of return on a fixed-income security that provides a return on capital over the same period. This
is because a holder of Trust Units may receive distributions that constitute a return of capital
(rather than a return on capital) to some extent during the relevant period. Returns on capital
are generally taxed as ordinary income, dividends or taxable capital gains in the hands of a holder
of Trust Units, while returns of capital are generally non-taxable to a holder of Trust Units (but
reduce the adjusted cost base in a Trust Unit for tax purposes).
Possible Restriction on Growth
The payout to Unitholders of substantially all of Precisions operating cash flow will make
capital and operating expenditures dependent on increased cash flow or additional financing in the
future. The lack of these funds could limit Precisions future growth and cash flow which in turn
may affect the amount of distributions. In addition, Precision may be precluded from pursuing
acquisitions or investments which may not be accretive on a short-term basis. Proposed rules on
undue expansion were clarified by the Government of Canada in December 2006 with the result being
that Precision can grow its equity by about $4.0 billion dollars subject to yearly growth
limitations prior to January 1, 2011 before triggering the proposed new tax.
Investment Eligibility
If the Trust ceases to qualify as a mutual fund trust, the Trust Units will cease to be
qualified investments for registered retirement savings plans, registered retirement income funds,
deferred profit sharing plans and registered education savings plans, each as defined in the Tax
Act (collectively, Exempt Plans). Where at the end of any month an Exempt Plan holds Trust Units
that are not qualified investments, the Exempt Plan must, in respect
21
of that month, pay a tax under Part XI.1 of
the Income Tax Act (Canada) (the Tax Act) equal
to 1% of the fair market value of the Trust Units at the times such Trust Units were acquired by
the Exempt Plan. In addition, where a trust governed by a registered retirement savings plan or
registered retirement income fund holds Trust Units that are not qualified investments, such trust
will become taxable on its income attributable to the Trust Units while they are not qualified
investments, including the full amount of any capital gain realized on a disposition of Trust Units
while they are not qualified investments. Where a trust governed by a registered education savings
plan holds Trust Units that are not qualified investments, the Plans registration may be revoked.
Debt Service
Precision and its affiliates may, from time to time, finance a significant portion of their
growth (either from acquisitions or capital expenditure additions) through debt. Amounts paid in
respect of interest and principal on debt incurred by Precision and its affiliates may impair
Precisions ability to satisfy its obligations under its debt instruments. Variations in interest
rates and scheduled principal repayments could result in significant changes in the amount required
to be applied to service debt before payment of inter-entity debt. This may result in lower levels
of cash for distribution by the Trust. Ultimately, subordination agreements or other debt
obligations could preclude distributions altogether.
Potential Sales of Additional Trust Units
The Trust may issue additional Trust Units in the future to directly or indirectly fund
capital expenditure requirements of Precision and other entities now or hereafter owned directly or
indirectly by the Trust including to finance acquisitions by those entities. Such additional Trust
Units may be issued without the approval of Unitholders. Unitholders have no pre-emptive rights in
connection with such additional issues. The Board of Trustees have discretion in connection with
the price and the other terms of the issue of such additional Trust Units.
Issuance of Additional Trust Units
The Declaration of Trust provides that an amount equal to the taxable income of the Trust will
be payable each year to holders of Trust Units in order to reduce the Trusts taxable income to
zero. Where in a particular year, the Trust does not have sufficient cash to distribute such an
amount, the Declaration of Trust provides that additional Trust Units may be distributed in lieu of
cash payments. Holders of Trust Units will generally be required to include an amount equal to the
fair market value of those Trust Units in their taxable income, notwithstanding that they do not
directly receive a cash payment. See Certain Canadian Federal Income Tax Considerations
Taxation of Trust Unitholders on pages 47 and 48 of the 2005 Special Meeting Information Circular
which are incorporated by reference into this Annual Information Form. See General Development of
the Business Cash Distributions on Trust Units for a description of the ability to consolidate
Trust Units upon the distribution of Trust Units in lieu of the payment of a cash distribution.
Distribution of Assets on Redemption or Termination of the Trust
It is anticipated that a redemption right will not be the primary mechanism for holders of
Trust Units to liquidate their investment. Securities which may be received as a result of a
redemption of Trust Units will not be listed on any stock exchange and no market for such
securities is expected to develop. The securities so distributed may not be qualified investments
for Exempt Plans, depending upon the circumstances existing at that time. On termination of the
Trust, the Board of Trustees may distribute the securities directly to holders of Trust Units,
subject to obtaining all of the necessary regulatory approvals. In addition, there may be resale
restrictions imposed by applicable law upon the recipients of securities pursuant to a redemption
right.
Deductibility of Expenses
Although the Trustees, the General Partner of PDLP and management of Precision are of the view
that substantially all of the expenses claimed by the Trust, PDLP and Precision, respectively, will
be reasonable and deductible, there can be no assurance that the taxation authorities will agree.
If the taxation authorities successfully challenge the deductibility of any such expenses, the
return to holders of Trust Units may be adversely affected.
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Trust Unitholder Limited Liability
The Declaration of Trust provides that no holder of Trust Units will be subject to any
liability in connection with the Trust or its obligations and affairs and, in the event that a
court determines that holders of Trust Units are subject to any such liabilities, the liabilities
will be enforceable only against, and will be satisfied only out of the Trusts assets. Pursuant to
the Declaration of Trust, the Trust will indemnify and hold harmless each holder of Trust Units
from any costs, damages, liabilities, expenses, charges and losses suffered by a holder resulting
from or arising out of such holder not having such limited liability. The Declaration of Trust
provides that all written instruments signed by or on behalf of the Trust must contain a provision
to the effect that obligations under those instruments will not be binding upon holders of Trust
Units personally. Personal liability may however arise in respect of claims against the Trust that
do not arise under contracts, including claims in tort, claims for taxes and possibly certain other
statutory liabilities. The possibility of any personal liability of this nature arising is
considered unlikely. The Income Trusts Liability Act (Alberta) came into force on July 1, 2004.
The legislation provides that a holder of Trust Units will not be, as a beneficiary, liable for any
act, default, obligation or liability of the Trustee(s) that arises after the legislation came into
force. However, this legislation has not yet been ruled upon by the Courts. The operations of the
Trust will be conducted, upon the advice of counsel, in such a way and in such jurisdictions as to
avoid as far as possible any material risk of liability to the holders of Trust Units for claims
against the Trust, including by obtaining appropriate insurance, where available and to the extent
commercially feasible.
Precision Drilling Limited Partnership
The risks applicable to holders of Exchangeable Units are similar to those for holders of
Trust Units, as Exchangeable Units are the voting and economic equivalent of the Trust Units. For
a discussion of such risks, refer to the heading Risk Factors The Trust commencing on page 18
hereof.
Net Asset Value
The net asset value of the assets of the Trust from time to time will vary depending upon
factors which are beyond the control of Precision. The trading price of the Trust Units also
fluctuates due to factors beyond the control of Precision and such trading prices may be greater
than the net asset value of the Trusts assets.
Risks Associated with Exchangeable Units
None of the Trust, PDLP or Precision is providing any representations as to the tax
consequences of holding Exchangeable Units.
Indemnity of Limited Partners
While the General Partner has agreed pursuant to the terms of the Limited Partnership
Agreement of PDLP to indemnify PDLPs limited partners, including holders of the Class A Limited
Partnership Units and the Exchangeable Units, the General Partner may not have sufficient assets to
honour the indemnity.
RISKS RELATING TO THE BUSINESS CURRENTLY CONDUCTED BY PRECISION
Certain activities of Precision are affected by factors that are beyond its control or
influence. The drilling rig, camp and catering, service rig, snubbing, rentals, wastewater
treatment and related service businesses and activities of Precision in Canada and the drilling
rig, camp and catering and rentals business and activities of Precision in the United States are
directly affected by fluctuations in exploration, development and production activity carried on by
its customers which, in turn, is dictated by numerous factors including world energy prices and
government policies. The addition, elimination or curtailment of government regulations and
incentives could have a significant impact on the oil and natural gas business in Canada and the
United States. These factors could lead to a decline in the demand for Precisions services,
resulting in a material adverse effect on revenues, cash flows, earnings and cash distributions to
Unitholders. The majority of Precisions operating costs are variable in nature which minimizes
the impact of downturns on Precisions operating results.
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Operations Dependent on the Price of Oil and Natural Gas
Precision sells its services to oil and natural gas exploration and production companies.
Macro economic and geopolitical factors associated with oil and natural gas supply and demand are
prime drivers for pricing and profitability within the oilfield services industry. Generally, when
commodity prices are relatively high, demand for Precisions services are high, while the opposite
is true when commodity prices are low. The markets for oil and natural gas are separate and
distinct. Oil is a global commodity with a vast distribution network. As natural gas is most
economically transported in its gaseous state via pipeline, its market is dependent on pipeline
infrastructure and is subject to regional supply and demand factors. Recent developments in the
transportation of liquefied natural gas (LNG) in ocean going tanker ships have introduced an
element of globalization to the natural gas market. However, due to technical, political and
environmental challenges and other factors, the volume capability of the worlds LNG infrastructure
is not expected to be large enough to influence pricing in North American markets for a number of
years. Crude oil and natural gas prices are quite volatile, which accounts for much of the
cyclical nature of the oilfield services business. Oilfield service business cycles are muted
somewhat in non-North American markets where projects tend to be larger and more long-term and are
therefore less susceptible to short-term commodity price fluctuations.
Worldwide military, political and economic events, including initiatives by the Organization
of Petroleum Exporting Countries and other major petroleum exporting countries, for instance, may
affect both the demand for, and the supply of, oil and natural gas. Weather conditions,
governmental regulation (both in Canada and elsewhere), levels of consumer demand, the availability
of pipeline capacity, and other factors beyond Precisions control may also affect the supply of
and demand for oil and natural gas and thus lead to future price volatility. Precision believes
that any prolonged reduction in oil and natural gas prices would depress the level of exploration
and production activity. This would likely result in a corresponding decline in the demand for
Precisions services and could have a material adverse effect on its revenues, cash flows and
profitability. Lower oil and natural gas prices could also cause Precisions customers to seek to
terminate, renegotiate or fail to honour Precisions drilling contracts which could affect the fair
market value of its rig fleet which in turn could trigger a write down for accounting purposes,
Precisions ability to retain skilled rig personnel and Precisions ability to obtain access to
capital to finance and grow its businesses. There can be no assurance that the future level of
demand for Precisions services or future conditions in the oil and natural gas and oilfield
services industries will not decline.
Competitive Industry
The oilfield services industry in which Precision operates is, and will continue to be, very
competitive. There is no assurance that Precision will be able to continue to compete successfully
or that the level of competition and pressure on pricing will not affect its margins.
Workforce Availability
Precisions ability to provide reliable services is dependent upon the availability of
well-trained, experienced crews to operate its field equipment. Precision must also balance the
requirement to maintain a skilled workforce with the need to establish cost structures that
fluctuate with activity levels. Within Precision the most experienced employees are retained
during periods of low utilization by having them fill lower level positions on field crews.
Precision has established training programs for employees new to the oilfield service sector and
works closely with industry associations to ensure competitive compensation levels to attract new
workers to the industry as required. Many of Precisions businesses are currently experiencing
manpower shortages in peak operating periods. These shortages are likely to be further challenged
by the number of rigs being added to the industry along with the entrance and expansion of newly
formed oilfield service companies. In the near-term anticipated declines in activity will offset
challenges due to rig expansion.
Capital Overbuild in the Drilling Industry
As at December 31, 2007 there were about 900 industry drilling rigs in Canada (up 7% from the
prior year) and about 2,160 marketed drilling rigs in the United States. There is no assurance
that the level of demand for drilling rigs in the future will be able to support the size of the
industry drilling fleets in Canada and the United States. Any decline in demand for drilling
services within the service industry, directly or indirectly related to the
24
current drilling rigs available, could also lead to a decline in the demand for Precisions
services, resulting in a material adverse effect on Precisions revenues, cash flows, earnings and
distributions to Unitholders.
Business is Seasonal
In Canada, the level of activity in the oilfield service industry is influenced by seasonal
weather patterns. During the spring months, wet weather and the spring thaw make the ground
unstable. Consequently, municipalities and provincial transportation departments enforce road bans
that restrict the movement of rigs and other heavy equipment, thereby reducing activity levels and
placing an increased level of importance on the location of Precisions equipment prior to
imposition of the road bans. The timing and length of road bans is dependant upon the weather
conditions leading to the spring thaw and the weather conditions during the thawing period.
Additionally, certain oil and natural gas producing areas are located in sections of the WCSB that
are inaccessible, other than during the winter months, because the ground surrounding or containing
the drilling sites in these areas consists of terrain known as muskeg. Until the muskeg freezes,
the rigs and other necessary equipment cannot cross the terrain to reach the drilling site.
Moreover, once the rigs and other equipment have been moved to a drilling site, they may become
stranded or otherwise unable to relocate to another site should the muskeg thaw unexpectedly.
Precisions business results depend, at least in part, upon the severity and duration of the
Canadian winter.
Tax Consequences of Previous Transactions Completed by Precision
The business and operations of Precision prior to completion of the Plan of Arrangement were
complex and Precision has executed a number of significant financings, business combinations,
acquisitions and dispositions over the course of its history. The computation of income taxes
payable as a result of these transactions involves many complex factors as well as Precisions
interpretation of relevant tax legislation and regulations. Precisions management believes that
the provision for income tax is adequate and in accordance with generally accepted accounting
principles and applicable legislation and regulations. However, there are a number of tax filing
positions that can still be the subject of review by taxation authorities who may successfully
challenge Precisions interpretation of the applicable tax legislation and regulations, with the
result that additional taxes could be payable by Precision and the amount payable before interest
and penalties could be up to $300 million. Any increase in Precisions tax liability would reduce
the net assets and funds available for distributions to Unitholders.
Subsequent to year end Precision received, from a provincial taxing authority, Notices of
Reassessment relating to a prior period tax filing position for $55 million. The income tax related
portion of the reassessments is $36 million and is included in the $300 million tax contingency
disclosed in the preceding paragraph. Precision is of the opinion that the provincial tax
authoritys position is without merit and will be challenging these reassessments.
Safety Performance
Standards for the prevention of incidents in the oil and gas industry are governed by service
company safety policies and procedures, accepted industry safety practises, customer specific
safety requirements, and health and safety legislation. The safety policies and procedures adopted
by Precision meet or exceed those imposed by industry, customers or legislation. Precision
maintains a safety program which reinforces workplace safety through training, observation and
communication. Precisions drilling and well servicing businesses are highly competitive with
numerous competitors. A key factor considered by Precisions customers in selecting oilfield
service providers is safety. Precisions safety record in North America, backed by the experience
of its employees and the quality of its equipment, differentiates Precision from its oilfield
service competitors. Deterioration in Precisions safety performance could result in a decline in
the demand for Precisions services and could have a material adverse effect on its revenues, cash
flows, profitability and funds available for distributions.
New Technology
Complex drilling programs for the exploration and development of remaining conventional and
unconventional oil and natural gas reserves in North America demand high performance drilling rigs.
The ability of drilling rig service providers to meet this demand will depend on continuous
improvement of existing rig technology such as drive systems, control systems, automation, mud
systems and top drives to improve drilling efficiency. Precisions ability to deliver equipment and
services that are more efficient is critical to continued success. There is
25
no assurance that competitors will not achieve technological improvements which are more
advantageous, timely or cost effective than improvements developed by Precision.
Foreign Operations
Precision conducts a portion of its business in the United States and is subject to risks
inherent in such operations, such as: terrorist threats; fluctuations in currency and exchange
controls; increases in duties and taxes; and changes in laws and policies governing operations. In
addition, in the United States jurisdictions in which Precision operates, it is subject to various
laws and regulations that govern the operation and taxation of its businesses in such jurisdictions
and the imposition, application and interpretation of which laws and regulations can prove to be
uncertain. Since Precision derives a portion of its revenues from a United States subsidiary, the
payment of dividends or the making of other cash payments or advances by such subsidiaries to
Precision may be subject to restrictions or exchange controls on the transfer of funds in or out of
the United States or result in the imposition of taxes on such payments or advances. While
Precision believes that these risks are reasonable, there is no assurance that United States tax
authorities will reach the same conclusion. Further, if United States jurisdictions were to change
or modify such laws, Precision could suffer adverse tax and financial consequences.
Capital Expenditures
The timing and amount of capital expenditures by Precision will directly affect the amount of
cash available for distribution to Unitholders. The cost of equipment has escalated over the past
several years as a result of, among other things, high input costs. There is no assurance that
Precision will be able to recover higher capital costs through rate increases to its customers, and
in such event, cash distributions may be reduced.
Environmental Legislation
There is growing concern about the apparent connection between the burning of fossil fuels and
climate change. The issue of energy and the environment has created intense public debate in
Canada and around the world in recent years that is likely to continue for the foreseeable future
and could potentially have a significant impact on all aspects of the economy including the demand
for hydrocarbons and the resulting lower demand for Precisions services.
Precisions operations are subject to numerous laws, regulations and guidelines governing the
management, transportation and disposal of hazardous substances and other waste materials and
otherwise relating to the protection of the environment and health and safety. These laws,
regulations and guidelines include those relating to spills, releases, emissions and discharges of
hazardous substances or other waste materials into the environment, requiring removal or
remediation of pollutants or contaminants and imposing civil and criminal penalties for violations.
Some of the laws, regulations and guidelines that apply to Precisions operations also authorize
the recovery of natural resource damages by the government, injunctive relief, and the imposition
of stop, control, remediation and abandonment orders. The costs arising from compliance with such
laws, regulations and guidelines may be material to Precision.
The trend in environmental regulation has been to impose more restrictions and limitations on
activities that may impact the environment, including the generation and disposal of wastes and the
use and handling of chemical substances. These restrictions and limitations have increased
operating costs for both Precision and its customers. Any regulatory changes that impose
additional environmental restrictions or requirements on Precision or its customers could adversely
affect Precision through increased operating costs and potential decreased demand for Precisions
services.
While Precision maintains liability insurance, including insurance for environmental claims,
the insurance is subject to coverage limits and certain of Precisions policies exclude coverage
for damages resulting from environmental contamination. There can be no assurance that insurance
will continue to be available to Precision on commercially reasonable terms, that the possible
types of liabilities that may be incurred by Precision will be covered by Precisions insurance, or
that the dollar amount of such liabilities will not exceed Precisions policy limits. Even a
partially uninsured claim, if successful and of sufficient magnitude, could have a material adverse
26
effect on Precisions business, results of operations, prospects and funds available for
distributions. Precision is not aware of any undisclosed material environmental liabilities.
Credit Risk
Precisions accounts receivable are with customers involved in the oil and natural gas
industry, whose revenues may be impacted by fluctuations in commodity prices. Although collection
of these receivables could be influenced by economic factors affecting this industry, management
considers the risk of a significant loss due to uncollectible receivables to be remote at this
time.
Access to Additional Financing
Precision may find it necessary in the future to obtain additional debt or equity financing
through the Trust to support ongoing operations, to undertake capital expenditures or to undertake
acquisitions or other business combination transactions. There can be no assurance that additional
financing will be available to Precision when needed or on terms acceptable to Precision.
Precisions inability to raise financing to support ongoing operations or to fund capital
expenditures, acquisitions or other business combination transactions could limit Precisions
growth and may have a material adverse effect upon Precision.
Customer Merger and Acquisition Activity
Merger and acquisition activity in the oil and natural gas exploration and production sector
can impact demand for Precisions services as customers focus on internal reorganization activities
prior to committing funds to significant drilling and capital maintenance projects.
Dependence on Third Party Suppliers
Precision sources certain key rig components, raw materials, equipment and component parts
from a variety of suppliers located in Canada, the United States and overseas. Precision also
outsources some or all services for the construction of drilling and service rigs. While alternate
suppliers exist for most of these components, materials, equipment, parts and services, cost
increases, delays in delivery due to high activity or other unforeseen circumstances may be
experienced. Precision maintains relationships with a number of key suppliers and contractors,
maintains an inventory of key components, materials, equipment and parts and orders long lead time
components in advance. However, if the current or alternate suppliers are unable to provide or
deliver the necessary components, materials, equipment, parts and services, any resulting delays by
Precision in the provision of services to its customers may have a material adverse effect on
Precisions business, results of operations, prospects and funds available for distributions.
Potential Unknown Liabilities
There may be unknown liabilities assumed by the Trust through its direct and indirect
interests in Precision, including those associated with prior acquisitions and dispositions by
Precision as well as environmental issues or tax issues. Specifically, Precision has provided
certain indemnities to the respective purchasers under the Weatherford Sale Agreement and the CEDA
Sale Agreement. The discovery of any material liabilities could have an adverse affect on the
financial condition and results of discontinued operations of Precision and, as a result, the
amount of cash available for distribution to Unitholders. Precision is not aware of any undisclosed
material liabilities.
Currency Exchange Exposure
Precisions operations in the United States have revenue, expenses, assets and liabilities
denominated in United States dollars (U.S. dollars). As a result Precisions income statement,
balance sheet and statement of cash flow are impacted by changes in exchange rates between Canadian
and U.S. currencies in three main aspects.
(a) Translation of U.S. Currency Assets and Liabilities to Canadian Dollars
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For Precisions integrated operations, non-monetary assets and liabilities are recorded in the
financial statements at the exchange rate in effect at the time of the acquisition or expenditure.
As a result, the book value of these assets and liabilities are not impacted by changes in exchange
rates. Monetary assets and liabilities are converted at the exchange rate in effect at the balance
sheet dates, and the unrealized gains and losses are shown on the statements of earnings as
Foreign exchange. Precision has a net monetary asset position for its United States operations,
which are U.S. dollar based. As a result, if the Canadian dollar strengthens versus the U.S.
dollar, Precision will incur a foreign exchange loss from the translation of net monetary assets.
(b) Translation of U.S. Currency Statement of Earnings Items to Canadian Dollars
Precisions United States operations generate revenue and incur expenses in U.S. dollars and
the U.S. dollar based earnings are converted into Canadian dollars for purposes of financial
statement consolidation and reporting. The conversion of the U.S. dollar based revenue and expenses
to a Canadian dollar basis does not result in a foreign exchange gain or loss but does result in
lower or higher net earnings from United States operations than would have occurred had the
exchange rate not changed. If the Canadian dollar strengthens versus the U.S. dollar, the Canadian
dollar equivalent of net earnings from United States will be negatively impacted. Precision does
not currently hedge any of its exposure related to the translation of U.S. dollar based earnings
into Canadian dollars.
(c) Transaction Exposure
The majority of Precisions United States operations are transacted in U.S. dollars.
Transactions for Precisions Canadian operations are primarily transacted in Canadian dollars.
However, Precision occasionally purchases goods and supplies in U.S. dollars. These transactions
and foreign exchange exposure would not typically have a material impact on the Canadian
operations financial results.
Business Interruption and Casualty Losses
Precisions operations are subject to many hazards inherent in the drilling, workover and well
servicing industries, including blowouts, cratering, explosions, fires, loss of well control, loss
of hole, damaged or lost drilling equipment and damage or loss from inclement weather or natural
disasters. Any of these hazards could result in personal injury or death, damage to or destruction
of equipment and facilities, suspension of operations, environmental damage and damage to the
property of others. Generally, drilling and service rig contracts provide for the division of
responsibilities between a drilling or service rig company and its customer, and Precision seeks to
obtain indemnification from its customers by contract for certain of these risks. To the extent
that Precision is unable to transfer such risks to customers by contract or indemnification
agreements, Precision seeks protection through insurance. However, Precision cannot ensure that
such insurance or indemnification agreements will adequately protect it against liability from all
of the consequences of the hazards described above. The occurrence of an event not fully insured
or indemnified against, or the failure of a customer or insurer to meet its indemnification or
insurance obligations, could result in substantial losses. In addition, insurance may not be
available to cover any or all of these risks, or, even if available, may not be adequate.
Insurance premiums or other costs may rise significantly in the future, so as to make such
insurance prohibitively expensive or uneconomic. This is particularly of concern in the wake of
the September 11, 2001 terrorist attacks in the United States and the severe hurricane damage in
the United States Gulf Coast region in 2005, both of which have resulted in significantly increased
insurance costs, deductibles and coverage restrictions. In future insurance renewals, Precision may
choose to increase its self insurance retentions (and thus assume a greater degree of risk) in
order to reduce costs associated with increased insurance premiums.
28
RECORD OF CASH DISTRIBUTIONS/PAYMENTS
The following table sets forth the distributions in Canadian dollars paid or declared payable
by the Trust on each Trust Unit since the completion of the Plan of Arrangement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount per Trust |
|
Distribution Type |
|
|
Record Date |
|
|
Payment Date |
|
|
Unit |
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Regular Distribution
|
|
|
November 30, 2005
|
|
|
December 15, 2005
|
|
|
$ |
0.270 |
|
|
Regular Distribution
|
|
|
December 31, 2005
|
|
|
January 17, 2006
|
|
|
$ |
0.270 |
|
|
Special Distribution
|
|
|
December 31, 2005
|
|
|
January 17, 2006
|
|
|
$ |
0.022 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Regular Distribution
|
|
|
January 31, 2006
|
|
|
February 15, 2006
|
|
|
$ |
0.270 |
|
|
Regular Distribution
|
|
|
February 28, 2006
|
|
|
March 15, 2006
|
|
|
$ |
0.270 |
|
|
Regular Distribution
|
|
|
March 31, 2006
|
|
|
April 18, 2006
|
|
|
$ |
0.270 |
|
|
Regular Distribution
|
|
|
April 28, 2006
|
|
|
May 16, 2006
|
|
|
$ |
0.270 |
|
|
Regular Distribution
|
|
|
May 31, 2006
|
|
|
June 15, 2006
|
|
|
$ |
0.310 |
|
|
Regular Distribution
|
|
|
June 30, 2006
|
|
|
July 18, 2006
|
|
|
$ |
0.310 |
|
|
Regular Distribution
|
|
|
July 31, 2006
|
|
|
August 15, 2006
|
|
|
$ |
0.310 |
|
|
Regular Distribution
|
|
|
August 31, 2006
|
|
|
September 15, 2006
|
|
|
$ |
0.310 |
|
|
Regular Distribution
|
|
|
September 29, 2006
|
|
|
October 17, 2006
|
|
|
$ |
0.310 |
|
|
Regular Distribution
|
|
|
October 31, 2006
|
|
|
November 15, 2006
|
|
|
$ |
0.310 |
|
|
Regular Distribution
|
|
|
November 30, 2006
|
|
|
December 15, 2006
|
|
|
$ |
0.310 |
|
|
Regular Distribution
|
|
|
December 31, 2006
|
|
|
January 16, 2007
|
|
|
$ |
0.310 |
|
|
Special Year-end in-kind Distribution(1)
|
|
|
December 31, 2006
|
|
|
January 16, 2007
|
|
|
$ |
0.195 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Regular Distribution
|
|
|
January 31, 2007
|
|
|
February 15, 2007
|
|
|
$ |
0.190 |
|
|
Regular Distribution
|
|
|
February 28, 2007
|
|
|
March 15, 2007
|
|
|
$ |
0.190 |
|
|
Regular Distribution
|
|
|
March 30, 2007
|
|
|
April 17, 2007
|
|
|
$ |
0.190 |
|
|
Regular Distribution
|
|
|
April 30, 2007
|
|
|
May 15, 2007
|
|
|
$ |
0.190 |
|
|
Regular Distribution
|
|
|
May 31, 2007
|
|
|
June 15, 2007
|
|
|
$ |
0.130 |
|
|
Regular Distribution
|
|
|
June 29, 2007
|
|
|
July 17, 2007
|
|
|
$ |
0.130 |
|
|
Regular Distribution
|
|
|
July 31, 2007
|
|
|
August 15, 2007
|
|
|
$ |
0.130 |
|
|
Regular Distribution
|
|
|
August 31, 2007
|
|
|
September 18, 2007
|
|
|
$ |
0.130 |
|
|
Regular Distribution
|
|
|
September 28, 2007
|
|
|
October 16, 2007
|
|
|
$ |
0.130 |
|
|
Regular Distribution
|
|
|
October 31, 2007
|
|
|
November 15, 2007
|
|
|
$ |
0.130 |
|
|
Regular Distribution
|
|
|
November 30, 2007
|
|
|
December 18, 2007
|
|
|
$ |
0.130 |
|
|
Regular Distribution
|
|
|
December 31, 2007
|
|
|
January 15, 2008
|
|
|
$ |
0.130 |
|
|
Special Year-end in cash Distribution
|
|
|
December 31, 2007
|
|
|
January 15, 2008
|
|
|
$ |
0.160 |
|
|
Special Year-end in-kind Distribution(1)
|
|
|
December 31, 2007
|
|
|
January 15, 2008
|
|
|
$ |
0.240 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Regular Distribution
|
|
|
January 31, 2008
|
|
|
February 15, 2008
|
|
|
$ |
0.130 |
|
|
Regular Distribution
|
|
|
February 29, 2008
|
|
|
March 18, 2008
|
|
|
$ |
0.130 |
|
|
Regular Distribution
|
|
|
March 31, 2008
|
|
|
April 15, 2008
|
|
|
$ |
0.130 |
|
NOTE:
|
|
|
(1) |
|
Immediately after the in-kind special year-end distribution, the outstanding trust units of
the Trust were consolidated so that the number of trust units remained unchanged from the
number outstanding prior to the in-kind special year-end distribution. Trust Unitholders did
not receive cash and ultimately did not receive additional units of the Trust as part of the
consolidation process. |
29
The following table sets forth the amount of payments in Canadian dollars paid or payable on
each Exchangeable Unit since the completion of the Plan of Arrangement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount |
|
Payment Type |
|
|
Record Date |
|
|
Payment Date |
|
|
per Exchangeable Unit |
|
|
|
|
|
|
|
|
|
|
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
Regular Payment
|
|
|
November 30, 2005
|
|
|
December 15, 2005
|
|
|
$ |
0.270 |
|
|
Regular Payment
|
|
|
December 31, 2005
|
|
|
January 17, 2006
|
|
|
$ |
0.270 |
|
|
Special Payment
|
|
|
December 31, 2005
|
|
|
January 17, 2006
|
|
|
$ |
0.022 |
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
Regular Payment
|
|
|
January 31, 2006
|
|
|
February 15, 2006
|
|
|
$ |
0.270 |
|
|
Regular Payment
|
|
|
February 28, 2006
|
|
|
March 15, 2006
|
|
|
$ |
0.270 |
|
|
Regular Payment
|
|
|
March 31, 2006
|
|
|
April 18, 2006
|
|
|
$ |
0.270 |
|
|
Regular Payment
|
|
|
April 28, 2006
|
|
|
May 16, 2006
|
|
|
$ |
0.270 |
|
|
Regular Payment
|
|
|
May 31, 2006
|
|
|
June 15, 2006
|
|
|
$ |
0.310 |
|
|
Regular Payment
|
|
|
June 30, 2006
|
|
|
July 18, 2006
|
|
|
$ |
0.310 |
|
|
Regular Payment
|
|
|
July 31, 2006
|
|
|
August 15, 2006
|
|
|
$ |
0.310 |
|
|
Regular Payment
|
|
|
August 31, 2006
|
|
|
September 15, 2006
|
|
|
$ |
0.310 |
|
|
Regular Payment
|
|
|
September 29, 2006
|
|
|
October 17, 2006
|
|
|
$ |
0.310 |
|
|
Regular Payment
|
|
|
October 31, 2006
|
|
|
November 15, 2006
|
|
|
$ |
0.310 |
|
|
Regular Payment
|
|
|
November 30, 2006
|
|
|
December 15, 2006
|
|
|
$ |
0.310 |
|
|
Regular Payment
|
|
|
December 31, 2006
|
|
|
January 16, 2007
|
|
|
$ |
0.310 |
|
|
Special Year-end in-kind Payment(1)
|
|
|
December 31, 2006
|
|
|
January 16, 2007
|
|
|
$ |
0.195 |
|
|
2007 |
|
|
|
|
|
|
|
|
|
|
|
|
Regular Payment
|
|
|
January 31, 2007
|
|
|
February 15, 2007
|
|
|
$ |
0.190 |
|
|
Regular Payment
|
|
|
February 28, 2007
|
|
|
March 15, 2007
|
|
|
$ |
0.190 |
|
|
Regular Payment
|
|
|
March 30, 2007
|
|
|
April 17, 2007
|
|
|
$ |
0.190 |
|
|
Regular Payment
|
|
|
April 30, 2007
|
|
|
May 15, 2007
|
|
|
$ |
0.190 |
|
|
Regular Payment
|
|
|
May 31, 2007
|
|
|
June 15, 2007
|
|
|
$ |
0.130 |
|
|
Regular Payment
|
|
|
June 29, 2007
|
|
|
July 17, 2007
|
|
|
$ |
0.130 |
|
|
Regular Payment
|
|
|
July 31, 2007
|
|
|
August 15, 2007
|
|
|
$ |
0.130 |
|
|
Regular Payment
|
|
|
August 31, 2007
|
|
|
September 18, 2007
|
|
|
$ |
0.130 |
|
|
Regular Payment
|
|
|
September 28, 2007
|
|
|
October 16, 2007
|
|
|
$ |
0.130 |
|
|
Regular Payment
|
|
|
October 31, 2007
|
|
|
November 15, 2007
|
|
|
$ |
0.130 |
|
|
Regular Payment
|
|
|
November 30, 2007
|
|
|
December 18, 2007
|
|
|
$ |
0.130 |
|
|
Regular Payment
|
|
|
December 31, 2007
|
|
|
January 15, 2008
|
|
|
$ |
0.130 |
|
|
Special Year-end in cash Payment
|
|
|
December 31, 2007
|
|
|
January 15, 2008
|
|
|
$ |
0.160 |
|
|
Special Year-end in-kind Payment(1)
|
|
|
December 31, 2007
|
|
|
January 15, 2008
|
|
|
$ |
0.240 |
|
|
2008 |
|
|
|
|
|
|
|
|
|
|
|
|
Regular Payment
|
|
|
January 31, 2008
|
|
|
February 15, 2008
|
|
|
$ |
0.130 |
|
|
Regular Payment
|
|
|
February 29, 2008
|
|
|
March 18, 2008
|
|
|
$ |
0.130 |
|
|
Regular Payment
|
|
|
March 31, 2008
|
|
|
April 15, 2008
|
|
|
$ |
0.130 |
|
NOTE:
|
|
|
(1) |
|
Immediately after the in-kind special year-end distribution, the outstanding trust units of
the Trust were consolidated so that the number of trust units remained unchanged from the
number outstanding prior to the in-kind special year-end distribution. Trust Unitholders
did not receive cash and ultimately did not receive additional units of the Trust as part of
the consolidation process. Holders of Exchangeable Units of PDLP received the economic
equivalent treatment. |
30
Historical distributions and payments may not be reflective of future distribution and
payments, which will be subject to review by the Board of Trustees taking into account the
prevailing financial circumstances of the Trust at the relevant time. The declaration of
distributions and the method of settlement (cash or in-kind) are within the discretion of the
Board of Trustees.
The current distribution policy of the Trust is described under General Development of the
Business Cash Distributions on Trust Units on page 7 of this Annual Information Form. There is
currently no intended change in the distribution policy. There are no restrictions on the Trust
from paying distributions except as may be described under Risk Factors The Trust commencing
on page 18 of this Annual Information Form.
DESCRIPTION OF CAPITAL
GENERAL DESCRIPTION OF CAPITAL STRUCTURE
Trust Units
An unlimited number of Trust Units may be created and issued pursuant to the Declaration of
Trust. Each Trust Unit entitles the holder thereof to one vote at any meeting of Trust Unit
holders, or in respect of any written resolution of Trust Unit holders, and represents an equal
undivided beneficial interest in any distribution from the Trust (whether from income, net realized
capital gains or other amounts) and in any net assets of the Trust in the event of termination or
winding up of the Trust. All Trust Units shall rank among themselves equally and rateably without
discrimination, preference or priority whatsoever. Each Trust Unit is transferable, is not subject
to any conversion or pre-emptive rights and entitles the holder thereof to require the Trust to
redeem any or all of the Trust Units held by such holder.
Special Voting Unit
Pursuant to the provisions of the Declaration of Trust a Special Voting Unit was issued to
Computershare Trust Company of Canada, as the initial trustee (the Voting and Exchange Trustee)
under a Voting and Exchange Trust Agreement, which allows the Special Voting Unit to be voted by
the Voting and Exchange Trustee for and on behalf of the holders of Exchangeable Units. The Voting
and Exchange Trustee is only entitled to the number of votes at meetings of Trust Unit holders
which is equal to the number of Exchangeable Units registered and outstanding on the record date in
respect of each meeting. The Voting and Exchange Trustee will be obligated to vote the Special
Voting Unit at meetings of Trust Unit holders pursuant to instructions of the holders of
Exchangeable Units. However, if no instructions are provided by holders of Exchangeable Units, the
votes associated therewith in the Special Voting Unit will be withheld from voting.
For a more complete description of the Trust Units and the Special Voting Unit please refer to
pages 57 to 63 of the 2005 Special Meeting Information Circular under the heading Declaration of
Trust and Description of Units which are incorporated by reference into this Annual Information
Form.
Precision Drilling Limited Partnership
As a result of the Plan of Arrangement, PDLP issued 122,512,799 Class A Limited Partnership
Units to the Trust on November 7, 2005 (the effective date of the reorganization of the business of
Precision into the Trust). An additional 1,840,122 Class A Limited Partnership Units were issued
between November 7 and November 22, 2005 inclusive (the last date on which holders of New Options
could exercise their options pursuant to the Plan of Arrangement). As of December 31, 2007 there
were 125,587,919 Class A Limited Partnership Units issued to the Trust. As of March 25, 2008 there
were 125,588,717 Class A Limited Partnership Units issued to the Trust.
Also, as part of the Plan of Arrangement, PDLP issued 1,108,382 Exchangeable Units to certain
shareholders of Precision who elected to receive such Exchangeable Units instead of Trust Units.
As of
December 31, 2007 a total of 170,005 Exchangeable Units remained outstanding. As of March 25,
2008 a total of 169,207 Exchangeable Units remained outstanding. The Exchangeable Units have the
economic equivalence of the Trust Units and the principal terms of the Exchangeable Units are:
31
|
|
they are exchangeable for Trust Units on a one-for-one basis at the option of the holder; |
|
|
|
each Exchangeable Unit entitles the holder thereof to receive (in the form of a
non-interest bearing loan) cash payments equal to cash distributions made by the Trust on a
Trust Unit (and at the beginning of the next calendar year a special distribution will be made
on each Exchangeable Unit in an amount equal to the outstanding non-interest bearing loan
accumulated during the previous year which will be used to repay such accumulated debt); |
|
|
|
the holder of each Exchangeable Unit is entitled to direct the Voting and Exchange Trustee
to vote the Special Voting Unit at all meetings of Trust Unit holders; |
|
|
|
the holders of Exchangeable Units are not entitled, as such, to receive notice of or to
attend any meeting of the partners of PDLP or to vote at any such meeting, however, such
holders of Exchangeable Units are entitled to vote separately as a class in respect of
proposals to add to, change or remove any right, privilege, restriction or condition attaching
to the Exchangeable Units or in respect of any other amendment to the applicable Partnership
Agreement which would have an adverse impact on the holders of such Exchangeable Units; and |
|
|
|
there are certain restrictions on the transfer of Exchangeable Units. |
A more detailed description of the attributes and restrictions associated with Exchangeable
Units is provided on pages 68 through 73 and Appendix D of the 2005 Special Meeting Information
Circular and the applicable portions of those pages and that Appendix D are incorporated by
reference into this Annual Information Form.
In addition to the foregoing, on November 7, 2005 the Trust, PDLP, the General Partner and
Precision entered into a support agreement (the Support Agreement) which requires the Trust or
its affiliates to take all actions and do all things as are reasonably necessary or desirable to
enable and permit PDLP to meet all of its obligations with respect to the Exchangeable Units and
such agreement also provides that the Trust will not, without the prior approval of PDLP and
holders of Exchangeable Units:
|
|
issue or distribute Trust Units to the holders of all, or substantially all, of the then
outstanding Trust Units by way of distribution; or |
|
|
|
issue or distribute rights, options or warrants to the holders of all, or substantially
all, of the then outstanding Trust Units entitling them to subscribe for or purchase Trust
Units (or securities exchangeable for or converting into or carrying rights to acquire Trust
Units); or |
|
|
|
issue or distribute to the holders of all, or substantially all, of the then outstanding
Trust Units; |
|
|
|
securities of the Trust or any class other than Trust Units (other than securities
exchangeable for or converting into or carrying rights to acquire Trust Units); |
|
|
|
|
rights, options or warrants other than those described in the second bullet above; or |
|
|
|
|
evidences of indebtedness of the Trust; or |
|
|
|
|
other assets of the Trust. |
unless the economic equivalent on a per Exchangeable Unit basis of such rights, options, warrants,
securities, shares, evidences of indebtedness or other assets is issued or loaned simultaneously to
the holders of Exchangeable Units.
A more complete description of the Support Agreement is set forth on pages 74 and 75 of the
2005 Special Meeting Information Circular under the heading Support Agreement which is
incorporated by reference into this Annual Information Form.
32
The General Partner
The General Partner of PDLP is a direct wholly-owned subsidiary of the Trust. The General
Partner is the managing partner of PDLP and has the exclusive authority to manage the business and
affairs of PDLP, to make all decisions regarding the business of PDLP and to bind PDLP.
MARKET FOR SECURITIES
TRADING PRICE AND VOLUME OF TRUST UNITS
The Trust Units were listed for trading on the Toronto Stock Exchange (the TSX) and the New
York Stock Exchange (the NYSE) on November 7, 2005, the date the reorganization of the business
of Precision into an income trust became effective. The Trust Units trade under the trading
symbols PD.UN on the TSX and under the trading symbol PDS on the NYSE. The following tables set
forth the monthly and quarterly price range and volume traded for the Trust Units on the TSX and
NYSE from January 2007 to March 25, 2008.
TSX PD.UN(1)
(In Canadian dollars, except volume traded amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
|
High |
|
|
Low |
|
|
Close |
|
|
Volume Traded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January |
|
|
|
28.30 |
|
|
|
|
25.30 |
|
|
|
|
26.50 |
|
|
|
|
9,384,691 |
|
|
February |
|
|
|
27.90 |
|
|
|
|
24.60 |
|
|
|
|
27.43 |
|
|
|
|
10,003,698 |
|
|
March |
|
|
|
27.50 |
|
|
|
|
25.31 |
|
|
|
|
26.37 |
|
|
|
|
10,864,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2007 |
|
|
|
28.30 |
|
|
|
|
24.60 |
|
|
|
|
26.37 |
|
|
|
|
30,253,335 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April |
|
|
|
29.75 |
|
|
|
|
26.15 |
|
|
|
|
26.58 |
|
|
|
|
10,421,263 |
|
|
May |
|
|
|
30.93 |
|
|
|
|
26.50 |
|
|
|
|
27.39 |
|
|
|
|
14,668,754 |
|
|
June |
|
|
|
28.19 |
|
|
|
|
25.62 |
|
|
|
|
26.00 |
|
|
|
|
14,561,328 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q2 2007 |
|
|
|
30.93 |
|
|
|
|
25.62 |
|
|
|
|
26.00 |
|
|
|
|
39,651,345 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July |
|
|
|
26.87 |
|
|
|
|
20.85 |
|
|
|
|
21.32 |
|
|
|
|
14,254,162 |
|
|
August |
|
|
|
21.75 |
|
|
|
|
18.57 |
|
|
|
|
20.53 |
|
|
|
|
11,051,188 |
|
|
September |
|
|
|
20.78 |
|
|
|
|
18.33 |
|
|
|
|
19.07 |
|
|
|
|
9,102,062 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2007 |
|
|
|
26.87 |
|
|
|
|
18.33 |
|
|
|
|
19.07 |
|
|
|
|
34,407,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October |
|
|
|
19.54 |
|
|
|
|
17.06 |
|
|
|
|
17.22 |
|
|
|
|
15,286,205 |
|
|
November |
|
|
|
17.50 |
|
|
|
|
15.07 |
|
|
|
|
16.00 |
|
|
|
|
12,976,122 |
|
|
December |
|
|
|
16.35 |
|
|
|
|
14.82 |
|
|
|
|
15.09 |
|
|
|
|
12,960,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2007 |
|
|
|
19.54 |
|
|
|
|
14.82 |
|
|
|
|
15.09 |
|
|
|
|
41,223,177 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January |
|
|
|
18.01 |
|
|
|
|
15.13 |
|
|
|
|
17.31 |
|
|
|
|
11,591,630 |
|
|
February |
|
|
|
22.53 |
|
|
|
|
17.15 |
|
|
|
|
21.85 |
|
|
|
|
15,377,467 |
|
|
March(2) |
|
|
|
22.25 |
|
|
|
|
19.61 |
|
|
|
|
22.22 |
|
|
|
|
7,274,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2008 |
|
|
|
22.53 |
|
|
|
|
15.13 |
|
|
|
|
22.22 |
|
|
|
|
34,243,602 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES:
|
|
|
(1) |
|
Price and volume information is taken from the website maintained by the TSX. |
|
(2) |
|
For the period from March 1, 2008 to March 25, 2008. |
33
NYSE PDS(1)
(In U.S. dollars, except volume traded amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period |
|
|
High |
|
|
Low |
|
|
Close |
|
|
Volume Traded |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January |
|
|
|
24.12 |
|
|
|
|
21.50 |
|
|
|
|
22.59 |
|
|
|
|
20,949,100 |
|
|
February |
|
|
|
24.02 |
|
|
|
|
21.06 |
|
|
|
|
23.41 |
|
|
|
|
13,976,307 |
|
|
March |
|
|
|
23.74 |
|
|
|
|
21.71 |
|
|
|
|
22.85 |
|
|
|
|
18,068,539 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2007 |
|
|
|
24.12 |
|
|
|
|
21.06 |
|
|
|
|
22.85 |
|
|
|
|
52,993,946 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April |
|
|
|
26.30 |
|
|
|
|
22.60 |
|
|
|
|
24.07 |
|
|
|
|
16,440,258 |
|
|
May |
|
|
|
27.89 |
|
|
|
|
23.92 |
|
|
|
|
25.67 |
|
|
|
|
22,360,450 |
|
|
June |
|
|
|
26.50 |
|
|
|
|
24.11 |
|
|
|
|
24.45 |
|
|
|
|
10,273,271 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q2 2007 |
|
|
|
27.89 |
|
|
|
|
22.60 |
|
|
|
|
24.45 |
|
|
|
|
49,073,979 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
July |
|
|
|
25.45 |
|
|
|
|
19.57 |
|
|
|
|
19.82 |
|
|
|
|
13,278,093 |
|
|
August |
|
|
|
20.33 |
|
|
|
|
17.25 |
|
|
|
|
19.45 |
|
|
|
|
11,444,618 |
|
|
September |
|
|
|
20.00 |
|
|
|
|
18.50 |
|
|
|
|
19.15 |
|
|
|
|
9,084,637 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q3 2007 |
|
|
|
25.45 |
|
|
|
|
17.25 |
|
|
|
|
19.15 |
|
|
|
|
33,807,348 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
October |
|
|
|
19.65 |
|
|
|
|
17.42 |
|
|
|
|
18.24 |
|
|
|
|
14,684,534 |
|
|
November |
|
|
|
18.49 |
|
|
|
|
15.65 |
|
|
|
|
15.95 |
|
|
|
|
13,801,832 |
|
|
December |
|
|
|
16.15 |
|
|
|
|
14.91 |
|
|
|
|
15.17 |
|
|
|
|
10,418,470 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q4 2007 |
|
|
|
19.65 |
|
|
|
|
14.91 |
|
|
|
|
15.17 |
|
|
|
|
38,904,836 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
January |
|
|
|
17.70 |
|
|
|
|
15.15 |
|
|
|
|
17.25 |
|
|
|
|
10,815,429 |
|
|
February |
|
|
|
22.91 |
|
|
|
|
17.10 |
|
|
|
|
22.45 |
|
|
|
|
12,326,070 |
|
|
March(2) |
|
|
|
22.46 |
|
|
|
|
19.46 |
|
|
|
|
20.59 |
|
|
|
|
11,467,197 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Q1 2008 |
|
|
|
22.91 |
|
|
|
|
15.15 |
|
|
|
|
20.59 |
|
|
|
|
34,608,696 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTES:
|
|
|
(1) |
|
Price and volume information is taken from the website maintained by the NYSE. |
|
(2) |
|
For the period from March 1, 2008 to March 25, 2008. |
ESCROWED SECURITIES AND SECURITIES SUBJECT TO CONTRACTUAL RESTRICTION ON TRANSFER
To the knowledge of the Board of Trustees and Precisions board of directors (the Board of
Directors and each a Director), no securities of the Trust are held in escrow or are subject to
any contractual restrictions on transfer.
TRUSTEES, DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, for each Trustee of the Trust and Director and officer of
Precision: his name; municipality, province or state and country of residence; all positions and
offices now held by him; the month and year in which he was first elected a Director or officer;
and his principal occupation during the preceding five years.
34
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Position |
|
|
|
|
|
|
|
Name, Municipality, Province or |
|
|
Presently |
|
|
Director/Officer |
|
|
Principal Occupation |
|
State & Country of Residence |
|
|
Held |
|
|
Since(1) |
|
|
During the Preceding 5 Years |
|
|
|
|
|
|
|
|
|
|
|
|
W.C. (Mickey)
Dunn(3)(4)
Edmonton, Alberta, Canada
|
|
|
Director
|
|
|
September 1992
|
|
|
Chairman, True Energy Trust. |
|
|
|
|
|
|
|
|
|
|
|
|
Brian A. Felesky, CM,
Q.C.(4)
Calgary, Alberta, Canada
|
|
|
Director
|
|
|
December 2005
|
|
|
Counsel, Felesky Flynn LLP. From
April 1978 through July 2006, Partner
at Felesky Flynn LLP. |
|
|
|
|
|
|
|
|
|
|
|
|
Robert J.S. Gibson(2)(4)
Calgary, Alberta, Canada
|
|
|
Trustee
Director
|
|
|
June 1996
|
|
|
President, Stuart & Company Limited. |
|
|
|
|
|
|
|
|
|
|
|
|
Allen R. Hagerman, FCA(2)
Calgary, Alberta, Canada
|
|
|
Director
|
|
|
December 2006
|
|
|
Executive Vice President, Canadian
Oil Sands; Chief Financial Officer,
Canadian Oil Sands Limited 2003
2007; Chief Financial Officer,
Fording Canadian Coal Trust 2002
2003. |
|
|
|
|
|
|
|
|
|
|
|
|
Stephen J.J. Letwin(3)
Houston, Texas, USA
|
|
|
Director
|
|
|
December 2006
|
|
|
Managing Director, Enbridge Energy
Partners and Executive Vice
President, Gas Transportation &
International, Enbridge Inc. since
May 2006; Group Vice President, Gas
Strategy & Corporate Development,
Enbridge Inc., April 2003 to May
2006; Group Vice President,
Distribution & Services, Enbridge
Inc., September 2000 to April 2003. |
|
|
|
|
|
|
|
|
|
|
|
|
Patrick M. Murray(2)
Dallas, Texas, USA
|
|
|
Trustee
Director
|
|
|
July 2002
|
|
|
Corporate Director; Chairman and
Chief Executive Officer, Dresser Inc.
from 2001 until retiring in May 2007. |
|
|
|
|
|
|
|
|
|
|
|
|
Frederick W. Pheasey(3)
Edmonton, Alberta, Canada
|
|
|
Director
|
|
|
July 2002
|
|
|
Director of Dreco Energy Services Ltd. |
|
|
|
|
|
|
|
|
|
|
|
|
Robert L. Phillips(3)(4)
Vancouver, British Columbia, Canada
|
|
|
Director
Chairman
|
|
|
May 2004
|
|
|
Corporate Director; President and
Chief Executive Officer, BCR Group of
Companies 2001-2004. |
|
|
|
|
|
|
|
|
|
|
|
|
Kevin A. Neveu
Calgary, Alberta, Canada
|
|
|
Chief Executive
Officer
Director
|
|
|
August 2007
|
|
|
Chief Executive Officer, Precision
Drilling Corporation since August
2007; President, Rig Solutions Group,
National Oilwell Varco 2002 to 2007. |
|
|
|
|
|
|
|
|
|
|
|
|
Gene C. Stahl
Calgary, Alberta, Canada
|
|
|
President &
Chief Operating
Officer
|
|
|
November 2005
|
|
|
President & Chief Operating Officer,
Precision Drilling Corporation since
2005; Vice President, Precision
Rentals 2003-2005; General Manager,
Ducharme Rentals/Big D Rentals
2002-2003. |
|
|
|
|
|
|
|
|
|
|
|
|
Douglas J. Strong
Calgary, Alberta, Canada
|
|
|
Chief Financial
Officer
|
|
|
November 2005
|
|
|
Chief Financial Officer, Precision
Drilling Corporation since 2005;
Chief Financial Officer, Precision
Diversified Services Ltd. 2001-2005,
Group Controller, Precision Drilling
2001-2005. |
|
|
|
|
|
|
|
|
|
|
|
|
Darren J. Ruhr
Calgary, Alberta, Canada
|
|
|
Vice President,
Corporate Services & Corporate
Secretary
|
|
|
November 2005
|
|
|
Vice President, Corporate Services &
Corporate Secretary, Precision
Drilling Corporation since 2005;
Director, Information Technology,
Real Estate & Travel, Precision
Drilling Corporation 2003-2005;
Director, Information Technology,
Precision Drilling Corporation
2000-2003. |
|
|
|
|
|
|
|
|
|
|
|
|
Kenneth J. Haddad
Houston, Texas, USA
|
|
|
Vice President,
Business
Development
|
|
|
March 2008
|
|
|
Vice President, Business Development,
Precision Drilling Corporation since
March 2008; Director, Mergers and
Acquisitions, Halliburton Company
2002-2008. |
|
|
|
|
|
|
|
|
|
|
|
|
NOTES:
(1) |
|
Each Directors term of office expires not later than the close of business at the next
annual meeting, or until successors are appointed or Directors vacate their office. |
|
(2) |
|
Member of the Audit Committee. |
|
(3) |
|
Member of the Compensation Committee. |
|
(4) |
|
Member of the Corporate Governance and Nominating Committee. |
At March 25, 2008 the Trustees, the Directors and officers of Precision, as a group,
beneficially owned, directly or indirectly, or controlled or directed over 336,871 Trust Units and
nil Exchangeable Units or approximately 0.27% of the issued and outstanding Trust Units and
Exchangeable Units, which aggregate number of owned or controlled Trust Units includes a total of
18,280 Trust Units credited to accounts of non-management Directors of Precision pursuant to a
deferred trust unit plan approved in 2007. Please refer to the 2007 notice of annual and special
meeting and information circular dated April 4, 2007 filed under the SEDAR profile for Precision
available at www.sedar.com.
35
CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS
No Trustee, Director or officer of Precision is, as at the date hererof, or was within the
last 10 years, a director, chief executive officer or chief financial officer of any company
(including Precision), that: (a) was subject to an order that was issued while the Trustee,
Director or officer was acting in the capacity as director, chief executive officer or chief
financial officer; or (b) was subject to an order that was issued after the Trustee, Director or
officer ceased to be a director, chief executive officer or chief financial officer and which
resulted from an event that occurred while that person was acting in the capacity as director,
chief executive officer or chief financial officer.
For the purposes of the above, order means: (a) a cease trade order; (b) an order similar to
a cease trade order; or (c) an order that denied the relevant company access to any exemption under
securities legislation, that was in effect for a period of more than 30 days and includes a
management cease trade order for these purposes.
No Trustee, Director or officer of Precision, or a Unitholder holding a sufficient number of
securities to affect materially the control of Precision: (a) is, as at the date hereof, or has
been within the last 10 years, a director or executive officer of any company (including Precision)
that, while that person was acting in that capacity, or within a year of that person ceasing to act
in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or
insolvency or was subject to or instituted any proceedings, arrangement or compromise with
creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or (b) has,
within the last 10 years, become bankrupt, made a proposal under any legislation relating to
bankruptcy or insolvency, or become subject to or instituted any proceeding, arrangement or
compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the
assets of the director, executive officer or shareholder.
No Trustee, Director or officer of Precision, or a Unitholder holding a sufficient number of
securities to affect materially the control of Precision, has been subject to: (a) any penalties or
sanctions imposed by a court relating to securities legislation or by a securities regulatory
authority or has entered into a settlement agreement with a securities regulatory authority; (b) or
any other penalties or sanctions imposed by a court or regulatory body that would likely be
considered important to a reasonable investor in making an investment decision.
AUDIT COMMITTEE INFORMATION
Audit Committee Charter
The Audit Committee Charter and Terms of Reference (the Audit Committee Charter) of
Precision is set forth in Appendix 1 of this Annual Information Form.
Composition of the Audit Committee
The Audit Committee of Precision currently consists of Patrick M. Murray (Chairman), Allen R.
Hagerman and Robert J.S. Gibson. The Audit Committee is a standing committee appointed by the
Board of Directors to assist the Board of Directors in fulfilling its oversight responsibilities
with respect to financial reporting by Precision and the Trust, in its own capacity and in its
capacity as the administrator of the Trust. Each member of the Audit Committee is independent and
none received, directly or indirectly, any compensation from Precision or the Trust other than for
services as a member of the Board of Trustees of the Trust or the Board of Directors of Precision
and its committees. All members of the Audit Committee are financially literate as defined in
Multilateral Instrument 52-110 (4.1) Audit Committees. In addition, the Board of Directors has
determined that each of Messrs. Murray and Hagerman qualify as audit committee financial experts
as that term is defined under the United States Sarbanes-Oxley Act of 2002.
Relevant Education and Experience
In addition to each members general business experience, the education and experience of each
Audit Committee member that is relevant to the performance of his responsibilities as an Audit
Committee member are as follows: Patrick M. Murray (Chair) is the retired Chairman, President and
Chief Executive Officer of Dresser, Inc. Mr. Murray received a B.Sc. degree in Accounting in 1964
from Seton Hall University and an MBA in 1973. Mr.
36
Murray has been a member of Precisions Audit Committee since April 2003. Mr. Hagerman is the
Executive Vice President, Canadian Oil Sands and was Chief Financial Officer of Canadian Oil Sands
Limited from 2003 to 2007. Mr. Hagerman received a B. Comm. from the University of Alberta in
1973, his Chartered Accountant designation in 1975 and his FCA designation in 1996 from the
Institute of Chartered Accountants of Alberta. Mr. Hagerman also received an MBA from the Harvard
School of Business in 1977. Mr. Gibson is the President of Stuart & Company Limited and has been a
member of the Audit Committee since June 1997.
Pre-approval Policies and Procedures
Under the Audit Committee Charter, the Audit Committee is required to approve the terms of the
engagement and the compensation to be paid to the external auditor of the Trust. In addition, the
Audit Committee is required to review and pre-approve all permitted non-audit services to be
provided to the Trust or any affiliated entities by the external auditors or any of their
affiliates subject to any de minimus exception allowed by applicable law. The Audit Committee may
delegate to one or more designated members of the Audit Committee the authority to pre-approve
non-audit services. Non-audit services that have been pre-approved by any such delegate must be
presented to the Audit Committee at its first scheduled meeting following such pre-approval.
The Audit Committee implemented specific procedures regarding the pre-approval of services to
be provided by Precisions external auditor commencing in 2003. These procedures specify certain
prohibited services that are not to be performed by the external auditor. In addition, these
procedures require that at least annually, prior to the period in which the services are proposed
to be provided, Precisions management will, in conjunction with the Trusts external auditor,
prepare and submit to the Audit Committee a complete list of all proposed services to be provided
to Precision and the Trust by the external auditor. Under the Audit Committee pre-approval
procedures, for those services proposed to be provided by the external auditor that have not been
previously approved by the Audit Committee, the Chairman of the Audit Committee has the authority
to grant pre-approvals of such services. The decision to pre-approve a service covered under this
procedure is required to be presented to the full Audit Committee at the next scheduled meeting.
At each of the Audit Committees regular meetings, the Audit Committee is to be provided with an
update as to the status of services previously pre-approved.
Pursuant to these procedures, since their implementation in 2003, 100% of each of the services
provided by the Trusts external auditor relating to the fees reported as audit, audit-related, tax
and all other fees were pre-approved by the Audit Committee or its delegate.
Audit Fees
The following table provides information about fees billed to the Trust and its affiliates for
professional services rendered by KPMG LLP, the Trusts external auditor, during fiscal 2007 and
2006:
(in thousands CDN$)
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
2007 |
|
|
|
2006 |
|
|
|
|
|
|
|
|
Audit fees |
|
|
$ |
990 |
|
|
|
$ |
1,813 |
|
Audit-related fees |
|
|
|
|
|
|
|
|
|
|
Tax fees |
|
|
|
73 |
|
|
|
|
579 |
|
All other fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
$ |
1,063 |
|
|
|
$ |
2,392 |
|
Audit fees consist of fees for the audit of the Trusts annual financial statements or
services that are normally provided in connection with statutory and regulatory filings or
engagements and include fees related to Sarbanes-Oxley section 404 compliance. The decrease in
audit fees from 2006 to 2007 was primarily due to a reduction in fees for audit of the 2007
financial statements and internal controls over financial reporting.
37
Audit-related fees consist of fees for assurance and related services that are reasonably
related to the performance of the audit or review of the Trusts financial statements and are not
reported as audit fees. There were no such fees incurred in 2006 or 2007.
Tax fees consist of fees for tax compliance services, tax advice and tax planning. During
fiscal 2007 and 2006 the services provided in this category included assistance and advice in
relation to the preparation of income tax returns for the Trust and its subsidiaries, tax advice
and planning, commodity tax and property tax consultation.
LEGAL PROCEEDINGS AND REGULATORY ACTIONS
None of the Trust, PDLP or Precision is involved in any legal proceedings that it believes
might have a material adverse effect on its business or results of operations of any of the Trust,
PDLP or Precision.
During the course of the year ended December 31, 2007 none of the Trust, PDLP or Precision has
been subject to any penalties or sanctions imposed by a court in relation to securities legislation
or by securities regulatory authority, has not been the subject of any other penalties or sanctions
imposed by a court or regulatory authority and has not entered into any settlement agreements with
a court relating to securities legislation or with a securities regulatory authority.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
There were no material interests, direct or indirect, of the Trustees, Directors and executive
officers of Precision, any Unitholder who beneficially owns more than 10% of the outstanding Trust
Units or Exchangeable Units, or any known associate or affiliate of such persons, in any
transaction within the last fiscal year and in any proposed transaction which has materially
affected or is reasonably expected to materially affect the Trust, PDLP or Precision.
TRANSFER AGENT, REGISTRAR AND VOTING AND EXCHANGE TRUSTEE
Computershare Trust Company of Canada, located in Calgary, Alberta, is the transfer agent and
registrar of the Trust Units and the Special Voting and Exchange Trustee for the holders of
Exchangeable Units. In the United States, the co-transfer agent for the Trust is Computershare
Trust Company, Inc. located in New York, New York.
MATERIAL CONTRACTS
The only material contracts entered into by Precision, the Trust or PDLP during the most
recently completed financial year, or before the most recently completed financial year that are
still in effect, other than contracts entered into during the ordinary course of business and
required to be filed pursuant to National Instrument 51-102, Continuous Disclosure Obligations, are
as follows:
1. |
|
Weatherford Sale Agreement; |
|
2. |
|
CEDA Sale Agreement; |
|
3. |
|
Declaration of Trust; |
|
4. |
|
Limited Partnership Agreement; |
|
5. |
|
Voting and Exchange Trust Agreement; |
|
6. |
|
Support Agreement; and |
|
7. |
|
Administration Agreement. |
For a description of the above material contracts see disclosure under the heading Corporate
Structure, General Development of the Business, Risk Factors and Description of Capital.
Copies of the material agreements described as 1 and 2 above have been filed by Precision and the
remainder of the material agreements described above have been filed by the Trust on SEDAR and are
available online at www.sedar.com.
38
INTERESTS OF EXPERTS
KPMG LLP, the Trusts external auditor, has prepared an opinion with respect to the Trusts
consolidated financial statements as at and for the year ended December 31, 2007. In connection
with the audit of the Trusts annual financial statements for the year ended December 31, 2007 the
auditors confirmed that they are independent within the meaning of the Rules of Professional
Conduct of the Institute of Chartered Accountants of Alberta.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As of the fiscal year ended December 31, 2007 an evaluation of the effectiveness of the
Trusts disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) of the United States Securities Exchange Act of 1934, as amended (the Exchange Act))
was carried out by the Trusts management with the participation of the principal executive officer
and principal financial and accounting officer of Precision on behalf of the Trust. Based upon
that evaluation, the principal executive officer and the principal financial and accounting officer
of Precision have concluded that as of the end of that fiscal year, the Trusts disclosure controls
and procedures are effective to ensure that information required to be disclosed by the Trust in
reports that it files or submits under the Exchange Act is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange Commission rules and
forms and is accumulated and communicated to the Trusts management, including the principal
executive officer and principal financial and accounting officer of Precision, to allow timely
decisions regarding required disclosure.
It should be noted that while Precisions principal executive officer and principal financial
and accounting officer believe that the Trusts disclosure controls and procedures provide a
reasonable level of assurance that they are effective, they do not expect that the Trusts
disclosure controls and procedures or internal control over financial reporting will prevent all
errors and fraud. A control system, no matter how well conceived or operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system are met.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the fiscal year ended December 31, 2007 there were no changes in the Trusts internal
control over financial reporting that have materially affected, or are reasonably likely to
materially affect, the Trusts internal control over financial reporting.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Managements Discussion and Analysis relating to the consolidated financial statements for the
fiscal year ended December 31, 2007 forms part of the Trusts 2007 Annual Report and is
incorporated by reference in this Annual Information Form. Managements Discussion and Analysis
appears on pages 1 to 38 of the 2007 Annual Report.
ADDITIONAL INFORMATION
Additional information concerning the Trust is available through the Internet on SEDAR which
may be accessed at www.sedar.com. Copies of such information may also be obtained without charge,
on the Trusts website at www.precisiondrilling.com or by request to the Vice President, Corporate
Services and Corporate Secretary, at the offices of Precision at 4200, 150 6th Avenue S.W.,
Calgary, Alberta, Canada T2P 3Y7; by email at corporatesecretary@precisiondrilling.com; by
telephone at (403) 716-4500; and by facsimile at (403) 264-0251.
Additional information, including information regarding Precisions Directors and officers
remuneration, will be contained in the Management Information Circular of the Trust provided for
the Annual Meeting of Unitholders of the Trust to be held on May 7, 2008 to be filed on SEDAR.
Additional financial information is provided in the Trusts annual consolidated financial
statements and managements discussion and analysis for the year ended December 31, 2007 which are
contained in the Annual Report. Copies of such documents may be obtained in the manner set forth
above.
39
Appendix 1
PRECISION DRILLING CORPORATION
AUDIT COMMITTEE
CHARTER AND TERMS OF REFERENCE
General
The purpose of this document is to establish the terms of reference of the Audit Committee (the
Committee) of Precision Drilling Corporation (the Corporation). The Committee is a standing
committee of the Board of Directors of the Corporation (the Board of Directors) appointed to
assist the Board of Directors in fulfilling its oversight responsibilities with respect to
financial reporting by the Corporation, in its own capacity and as the administrator for Precision
Drilling Trust (the Trust).
It is critical that the external audit function, a mechanism that promotes reliable, accurate and
clear financial reporting to unitholders of the Trust, is working effectively and efficiently, and
that financial information is being relayed to the Board of Directors, and ultimately by the Board
of Directors to the Board of Trustees (the Board of Trustees) of the Trust, in a timely fashion.
The activities of the Committee are fundamental to the process.
The requirement to have an audit committee is established in the Business Corporations Act
(Alberta) and, in addition, is required pursuant to the Securities Act (Alberta) and the United
States Securities Exchange Act of 1934 for issuers listed on the New York Stock Exchange (the
NYSE).
Committee Structure and Authority
(a) Composition
The Committee shall consist of no fewer than three members, at least a majority of whom must be
resident Canadians. Each member of the Committee shall be independent under the requirements or
guidelines for audit committee service under applicable securities laws and the rules of any stock
exchange on which the units of the Trust are listed for trading.
Each member of the Committee must be financially literate as such term is interpreted by the
Board of Directors in its business judgment in light of, and in accordance with, the requirements
or guidelines for audit committee service under applicable securities laws and the rules of any
stock exchange on which the Trusts units are listed for trading. At least one of the members of
the Committee must also have accounting or related management financial expertise as such term is
defined from time to time under the requirements or guidelines for audit committee service under
applicable securities laws and the rules of any stock exchange on which the Trusts units are
listed for trading.
No Committee member shall serve on the audit committees of more than three other issuers without
prior determination by the Board of Directors that such simultaneous service would not impair the
ability of such member to serve effectively on the Committee.
(b) Appointment and Replacement of Committee Members
Each member of the Committee shall serve at the pleasure of the Board of Directors. Any member of
the Committee may be removed or replaced at any time by the Board of Directors, and shall
automatically cease to be a member of the Committee upon ceasing to be a director of the
Corporation. The Board of Directors may fill vacancies on the Committee by appointment from among
its number. The Board of Directors shall fill any vacancy if the membership of the Committee is
less than three directors. If and whenever a vacancy shall exist on the Committee, the remaining
members may exercise all their power so long as a quorum remains in office. Subject to the
foregoing, the members of the Committee shall be appointed by the Board of Directors annually and
each member of the
40
Committee shall hold office until the next annual meeting of the unitholders of the Trust after his
or her election or until his or her successor shall be duly qualified and appointed.
(c) Quorum
The Committee shall have a quorum of not less than a majority of its members.
(d) Review of Charter and Terms of Reference
The Committee shall review and reassess the adequacy of this Charter and Terms of Reference at
least annually and otherwise as it deems appropriate, and recommend changes to the Board of
Directors. The Committee shall evaluate its performance with reference to this Charter and Terms
of Reference annually. The Committee will approve the form of disclosure of this Charter and Terms
of Reference on the Trusts website and, where required by applicable securities laws or regulatory
requirements, in the annual management information circular or annual report of the Trust.
(e) Delegation
The Committee may delegate from time to time to any person or committee of persons any of the
Committees responsibilities that lawfully may be delegated.
(f) Reporting to the Board of Directors
The Committee will report through the Chair of the Committee to the Board of Directors following
meetings of the Committee on matters considered by the Committee, its activities and compliance
with this Charter and Terms of Reference.
(g) Committee Chair Responsibilities
The Board of Directors shall appoint a Chair of the Committee. The primary responsibility of the
Chair of the Committee is to provide leadership to the Committee to enhance its effectiveness. In
such capacity, the Chair of the Committee will perform the duties and responsibilities set forth in
the Position Description for the Audit Committee Chair.
(h) Other Authority
The Committee may request any officer or employee of the Corporation, or the Corporations or the
Trusts legal counsel, or any external or internal auditors to attend a meeting of the Committee or
to meet with any members of, or consultants to the Committee. The Committee shall also have the
authority to communicate directly with the internal auditor and external auditor.
The Committee may retain special legal, accounting, financial or other consultants to advise the
Committee at the Corporations expense.
Purpose
The Committee shall have responsibility for overseeing the development and maintenance of the
Corporations and the Trusts systems for financial reporting. Responsibility for accounting for
transactions and internal control over financial reporting lies with senior management of the
Corporation with oversight responsibilities vested in the Board of Directors. The Committee is a
permanent committee of the Board of Directors whose purpose is to assist the Board of Directors by
overseeing:
|
|
|
the integrity of financial reporting to the holders of units of the Trust
(Unitholders) and the investment community; |
41
|
|
|
the integrity of the financial reporting process, including the audit process; |
|
|
|
|
the Corporations and the Trusts compliance with legal and regulatory requirements as
they relate to financial reporting matters; |
|
|
|
|
the external auditors qualifications and independence; |
|
|
|
|
the integrity of the system of internal accounting and financial reporting controls
implemented by management; |
|
|
|
|
the work and performance of the Corporations and the Trusts financial management,
internal audit function and its external auditor; and |
any other matter specifically delegated to the Committee by the Board of Directors.
Committee Responsibilities
The Committee shall:
|
|
|
review the interim and annual financial statements of the Corporation and make any
comments or recommendations to the Board of Directors or where authorized by the Board of
Directors, approve the interim financial statements; |
|
|
|
|
review the annual financial statements of the Trust and related notes and managements
discussion and analysis (MD&A) components and make recommendations to the Board of
Directors, and ultimately, once approved by the Board of Directors, to the Board of
Trustees, for their approval; |
|
|
|
|
review the interim financial statements of the Trust and related notes and MD&A
components prepared for distribution to the Unitholders and the investment community; |
|
|
|
|
be satisfied that adequate procedures are in place for the review of the Trusts public
disclosure of financial information extracted or derived from the Trusts financial
statements, other than the public disclosure referred to above, and must periodically
assess the adequacy of those procedures; |
|
|
|
|
report, through the Chair of the Committee, to the Board of Directors following each
meeting of the Committee, including an outline of the nature of discussions, major
decisions reached by the Committee, and its activities and compliance with this Charter
and Terms of Reference; |
|
|
|
|
approve the terms of the external auditors engagement letter as agreed between the
external auditor and financial management of the Corporation, and the compensation to be
paid by the Corporation to the external auditor; |
|
|
|
|
review the reasons for any proposed change in the external auditor which is not
initiated by the Committee or the Board of Directors and any other significant issues
related to the change, including the response of the incumbent external auditor, and
enquire as to the qualifications of the proposed external auditor before making its
recommendations to the Board of Directors; |
|
|
|
|
be directly responsible for overseeing the work of the external auditor engaged for the
purpose of preparing or issuing an auditors report or performing other audit or review
services for the Corporation or the Trust, including the resolution of disagreements
between management and the external auditor regarding financial reporting or the
application of any accounting principles or practices; |
|
|
|
|
require the external auditor and internal auditor to report directly to the Committee; |
42
|
|
|
provide the external auditor with notice of every meeting of the Committee and, at the
expense of the Corporation, the opportunity to attend and be heard thereat, and if so
requested by a member of the Committee, shall attend every meeting of the Committee held
during the term of the office of the external auditor. The external auditor of the
Corporation or any member of the Committee may call a meeting of the Committee; |
|
|
|
|
pre-approve all permitted non-audit services to the Corporation or any affiliated
entities by the external auditor or any of their affiliates subject to any de minimus
exception allowed by applicable law. The Committee may delegate to one or more designated
members of the Committee the authority to pre-approve non-audit services, however any
non-audit services that have been pre-approved by any such delegate of the Committee must
be presented to the Committee at its first scheduled meeting following such pre-approval; |
|
|
|
|
review the disclosure with respect to its pre-approval of audit and non-audit services
provided by the external auditors; |
|
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|
|
review and discuss with management and the external auditor, as applicable: (a) all
critical accounting policies to be used in the preparation of the interim and annual
financial statements and the annual audit; (b) major issues regarding accounting
principles and financial statement presentations, including any significant changes in the
Trusts or the Corporations selection or application of accounting principles, and major
issues as to the adequacy of the Trusts or the Corporations respective internal controls
and any special audit steps adopted in light of material control deficiencies; (c)
analyses prepared by management or the external auditor setting forth significant
financial reporting issues and judgments made in connection with the preparation of the
financial statements, including analyses of the effects of alternative Canadian Generally
Accepted Accounting Principles (GAAP) methods on the financial statements of the Trust
and any other opinions sought by management from an independent or other audit firm or
advisor with respect to the accounting treatment of a particular item; (d) any management
letter or schedule of unadjusted differences provided by the external auditor and the
Trusts response to that letter and other material written communication between the
external auditor and management; (e) any problems, difficulties or differences encountered
in the course of the audit work including any disagreements with management or
restrictions on the scope of the external auditors activities or on access to requested
information and managements response thereto; (f) the effect of regulatory and accounting
initiatives, as well as any off balance sheet structures on the financial statements of
the Trust and other financial disclosures; (h) any reserves, accruals, provisions or
estimates that may have a significant effect upon the financial statements of the Trust;
(i) the use of special purpose entities and the business purpose and economic effect of
off balance sheet transactions, arrangements, obligations, guarantees and other
relationships of the Trust or the Corporation and their impact on the reported financial
results of the Trust; and (j) the use of any pro forma or adjusted information not in
accordance with generally accepted accounting principles; |
|
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|
reviewing earnings press releases (paying particular attention to any use of pro
forma or adjusted non-GAAP information) as well as financial information and earnings
guidance provided to analysts and rating agencies, it being understood that such review
may in the discretion of the Committee, be done generally (i.e., by discussing the types
of information to be disclosed and the type of presentation to be made); |
|
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|
review with the external auditor and management the general audit approach and scope of
proposed audits of the financial statements of the Trust, the objectives, staffing,
locations, co-ordination and reliance upon management in the audit, the overall audit
plans, the audit procedures to be used and the timing and estimated budgets of the audits; |
|
|
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|
review any legal matter, claim or contingency that could have a significant impact on
the financial statements of the Trust, the Corporations or the Trusts compliance
policies and any material reports, inquiries or other correspondence received from
regulators or governmental agencies and the manner in which any such legal matter, claim
or contingency has been disclosed in the Trusts financial statements; |
43
|
|
|
review the treatment for financial reporting purposes of any significant transactions
which are not a normal part of the Corporations operations; |
|
|
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|
review the interim review engagement report of the external auditor before the release
of interim financial statements of the Trust; |
|
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|
review and discuss with management the Corporations major financial risk exposures and
the steps management has taken to monitor and control such exposures, including the
Corporations risk assessment and risk management policies such as financial derivatives
and hedging activities; |
|
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|
annually request and review a report from the external auditor regarding: (a) the
external auditors quality control procedures; (b) any material issues raised by the most
recent quality control review or peer review of the external auditor, or by any inquiry or
investigation by governmental or professional authorities within the preceding five years
respecting one or more independent audits carried out by the firm; and (c) any steps taken
to deal with any such issues; |
|
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|
evaluate the qualifications and performance of the external auditor, review the
Corporations hiring policies for partners, employees or former employees of the external
auditor and make recommendations to the Board of Directors as to the appointment or
reappointment of the external auditor to be proposed for approval by the Board of Trustees
and Unitholders; |
|
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|
review the independence of the external auditor, annually request and review a written
report from the external auditor respecting its independence, including a list of all
relationships between the external auditor and each of the Corporation and the Trust, and
consider applicable auditor independence standards; |
|
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|
verify that the lead audit partner of the external auditor and the audit partner
responsible for reviewing the audit are rotated at least every five years as required by
the Sarbanes-Oxley Act of 2002, and further consider rotation of the external auditors
firm itself; |
|
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|
discuss with management and the external auditors any accounting adjustments that were
noted or proposed by the external auditors but were not adopted (as immaterial or
otherwise); |
|
|
|
|
review the adequacy and effectiveness of the Corporations and the Trusts internal
accounting and financial controls based on recommendations from management and the
external auditor for the improvement of accounting practices and internal controls; |
|
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|
establish and periodically review procedures for: (a) the receipt, retention and
treatment of complaints received by the Corporation or the Trust regarding accounting,
internal controls or auditing matters; and (b) the confidential, anonymous submission by
employees of the Corporation of concerns regarding questionable accounting or auditing
matters or other matters that could negatively affect the Corporation or the Trust such as
violations of the Joint Code of Business Conduct and Ethics; |
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|
review periodically with management and the external auditors any significant
complaints received; |
|
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|
review other financial information included in the Trusts Annual Report to ensure that
it is consistent with the Board of Directors knowledge of the affairs of the Corporation
and the Trust and is unbiased and non-selective; |
|
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|
if requested by the Board of Directors, receive from the Chief Executive Officer and
Chief Financial Officer of the Corporation a certificate certifying in respect of each
annual and interim report of the Trust the matters such officers are required to certify
in connection with the filing of such reports under applicable securities laws and receive
and review disclosures made by such officers about any significant deficiencies in the
design or operation of internal controls or material weaknesses therein and any fraud
involving management or persons who have a significant role in the Corporations internal
controls; |
44
|
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|
review any report required by law, regulations or stock exchange requirement to be
included in the Trusts periodic reports; |
|
|
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|
meet at least four times a year on a quarterly basis or more frequently as
circumstances require, with the Chief Financial Officer of the Corporation, the head of
the internal audit function of the Corporation, if other than the Chief Financial Officer,
and the external auditor in separate executive sessions to discuss any matters that the
Committee or each of these groups believes should be discussed privately; |
|
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|
meet in separate, non-management, in-camera sessions at each regularly scheduled
meeting; |
|
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|
meet in a separate non-management, closed sessions with any other internal personnel or
outside advisors, as necessary or appropriate; |
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|
review annually the Corporations insurance programs and pension plans, not including
the Directors and Officers insurance program; |
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|
review the results of the annual external audit, including the audit report to the
Trusts Unitholders and any other reports prepared by the external auditors and the
informal reporting from the external auditor on accounting systems and internal controls,
including managements response; |
|
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|
review and evaluate the scope, risk assessment, and nature of the internal audit plan
and any subsequent changes; |
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|
consider and review the following issues with management and the head of the internal audit group: |
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|
significant findings of the internal audit group as well as managements response to them; |
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any difficulties encountered in the course of their internal audits,
including any restrictions on the scope of their work or access to required
information; |
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the internal auditing budget and staffing; |
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the internal Audit Services Charter; and |
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compliance with The Institute of Internal Auditors Standards for the
Professional Practice of Internal Auditing; |
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|
approve the appointment, replacement or dismissal of the head of the internal audit
group; and |
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|
direct the head of the internal audit group to review any specific areas the Committee
deems necessary; and |
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|
receive assurance that the obligations of the Corporation pursuant to the
Administration Agreement are met and that good corporate governance procedures are used in
connection therewith. |
In addition, the Committee shall hold in-camera meetings with representatives of the external
auditor and internal auditor to discuss audit related issues, including the quality of
accounting personnel.
The Committee shall have such other powers and duties as may from time to time by resolution be
assigned to it by the Board of Directors.
45
Limitation of Committees Role
While the Committee has the responsibilities and powers set forth in its Charter and Terms of
Reference, it is not the duty of the Committee to prepare financial statements, plan or conduct
audits or to determine that the Trusts or the Corporations financial statements and disclosures
are complete and accurate and are in accordance with GAAP and applicable rules and regulations.
These are the responsibilities of the management of the Corporation and the external auditor.
The Committee, the Chair of the Committee and any Committee members identified as having accounting
or related financial expertise are members of the Board of Directors, appointed to the Committee to
provide broad oversight of the financial, risk and control-related activities of the Corporation
and the Trust, and are specifically not accountable or responsible for the day-to-day operation or
performance of such activities.
Although the designation of a Committee member as having accounting or related financial expertise
for disclosure purposes is based on that individuals education and experience, which that
individual will bring to bear in carrying out his or her duties on the Committee, such designation
does not impose on such person any duties, obligations or liabilities that are greater than the
duties, obligations and liabilities imposed on such person as a member of the Committee and Board
of Directors in the absence of such designation. Rather, the role of a Committee member who is
identified as having accounting or related financial expertise, like the role of all Committee
members, is to oversee the process, not to certify or guarantee the internal or external audit of
the Trusts financial information or public disclosure.
Approved February 13, 2008
46
Precision Drilling Trust
MANAGEMENTS DISCUSSION AND ANALYSIS
This Managements Discussion and Analysis (MD&A), prepared as at March 20, 2008 focuses on the
Consolidated Financial Statements, and pertains to known risks and uncertainties relating to the
oilfield services sector. This discussion should not be considered all-inclusive, as it does not
include all changes regarding general economic, political, governmental and environmental events.
Additionally, other events may or may not occur which could affect Precision Drilling Trust (the
Trust or Precision) in the future. In order to obtain an overall perspective, this discussion
should be read in conjunction with the Cautionary Statement Regarding Forward-Looking
Information and Statements on page 39 and the audited Consolidated Financial Statements and
related notes. The effects on the Consolidated Financial Statements arising from differences in
generally accepted accounting principles (GAAP) between Canada and the United States are
described in Note 16 to the Consolidated Financial Statements. Additional information relating to
the Trust, including the Annual Information Form, has been filed with SEDAR and is available at
www.sedar.com.
With the conversion of the continuing assets and businesses of Precision Drilling Corporation to
an income trust on November 7, 2005 pursuant to a plan of arrangement, the Trust, as the
successor in interest to Precision Drilling Corporation, has been accounted for as a continuity
of interest. Commencing with the year ended December 31, 2005 the Consolidated Financial
Statements of the Trust reflect the financial position, results of operations and cash flows as
if the Trust had always carried on the business formerly carried on by Precision Drilling
Corporation. This Managements Discussion and Analysis (MD&A), prepared as at March 20, 2008
focuses on the Consolidated Financial Statements, and pertains to known risks and uncertainties
relating to the oilfield services sector. This discussion should not be considered all-inclusive,
as it does not include all changes regarding general economic, political, governmental and
environmental events. Additionally, other events may or may not occur which could affect
Precision Drilling Trust (the Trust or Precision) in the future. In order to obtain an
overall perspective, this discussion should be read in conjunction with the Cautionary Statement
Regarding Forward-Looking Information and Statements on page 39 and the audited Consolidated
Financial Statements and related notes. The effects on the Consolidated Financial Statements
arising from differences in generally accepted accounting principles (GAAP) between Canada and
the United States are described in Note 16 to the Consolidated Financial Statements. Additional
information relating to the Trust, including the Annual Information Form, has been filed with
SEDAR and is available at www.sedar.com.
With the conversion of the continuing assets and businesses of Precision Drilling Corporation to
an income trust on November 7, 2005 pursuant to a plan of arrangement, the Trust, as the
successor in interest to Precision Drilling Corporation, has been accounted for as a continuity
of interest. Commencing with the year ended December 31, 2005 the Consolidated Financial
Statements of the Trust reflect the financial position, results of operations and cash flows as
if the Trust had always carried on the business formerly carried on by Precision Drilling
Corporation.
1
FINANCIAL AND OPERATING HIGHLIGHTS
(Stated in thousands of Canadian dollars, except per diluted unit amounts)
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% Increase |
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% Increase |
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|
|
|
|
% Increase |
|
Years ended December 31, |
|
2007 |
|
|
(Decrease) |
|
|
|
2006 |
|
|
(Decrease) |
|
|
2005 |
|
|
(Decrease) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
1,009,201 |
|
|
|
(30 |
) |
|
|
$ |
1,437,584 |
|
|
|
13 |
|
|
$ |
1,269,179 |
|
|
|
23 |
|
Operating
earnings (1) |
|
|
356,351 |
|
|
|
(40 |
) |
|
|
|
595,279 |
|
|
|
28 |
|
|
|
465,378 |
|
|
|
40 |
|
Earnings from continuing
operations |
|
|
342,820 |
|
|
|
(40 |
) |
|
|
|
572,512 |
|
|
|
159 |
|
|
|
220,848 |
|
|
|
17 |
|
Discontinued operations, net of
tax (2) |
|
|
2,956 |
|
|
|
n/m |
|
|
|
|
7,077 |
|
|
|
n/m |
|
|
|
1,409,715 |
|
|
|
n/m |
|
Net earnings |
|
|
345,776 |
|
|
|
(40 |
) |
|
|
|
579,589 |
|
|
|
(64 |
) |
|
|
1,630,563 |
|
|
|
559 |
|
Cash provided by continuing
operations |
|
|
484,115 |
|
|
|
(21 |
) |
|
|
|
609,744 |
|
|
|
196 |
|
|
|
206,013 |
|
|
|
(28 |
) |
Net capital spending from
continuing operations
(3) |
|
|
181,239 |
|
|
|
(22 |
) |
|
|
|
233,693 |
|
|
|
67 |
|
|
|
140,077 |
|
|
|
23 |
|
Distributions declared cash |
|
|
246,485 |
|
|
|
(45 |
) |
|
|
|
447,001 |
|
|
|
n/m |
|
|
|
70,510 |
|
|
|
n/m |
|
Distributions declared in-kind |
|
|
30,182 |
|
|
|
23 |
|
|
|
|
24,523 |
|
|
|
n/m |
|
|
|
|
|
|
|
|
|
Per diluted unit information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing
operations |
|
|
2.73 |
|
|
|
(40 |
) |
|
|
|
4.56 |
|
|
|
159 |
|
|
|
1.76 |
|
|
|
9 |
|
Net earnings |
|
|
2.75 |
|
|
|
(40 |
) |
|
|
|
4.62 |
|
|
|
(64 |
) |
|
|
13.00 |
|
|
|
516 |
|
Distributions declared cash |
|
|
1.96 |
|
|
|
(45 |
) |
|
|
|
3.56 |
|
|
|
n/m |
|
|
|
0.562 |
|
|
|
n/m |
|
Distributions declared in-kind |
|
|
0.24 |
|
|
|
23 |
|
|
|
|
0.195 |
|
|
|
n/m |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drilling rig operating days: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
30,475 |
|
|
|
(32 |
) |
|
|
|
44,768 |
|
|
|
(5 |
) |
|
|
46,937 |
|
|
|
13 |
|
United States |
|
|
1,850 |
|
|
|
988 |
|
|
|
|
170 |
|
|
|
n/m |
|
|
|
|
|
|
|
|
|
Service rig operating hours: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
355,997 |
|
|
|
(26 |
) |
|
|
|
480,137 |
|
|
|
1 |
|
|
|
477,232 |
|
|
|
1 |
|
|
|
|
|
|
|
|
(1) |
|
Non-GAAP measure. See page 38. |
|
(2) |
|
Includes gain on disposition of discontinued operations. |
|
(3) |
|
Excludes acquisitions and discontinued operations. |
|
n/m calculation not meaningful. |
FINANCIAL POSITION AND RATIOS
(Stated in thousands of Canadian dollars, except ratios)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
Working capital
|
|
$ |
140,374 |
|
|
|
$ |
166,484 |
|
|
$ |
152,754 |
|
Working capital ratio |
|
|
2.1 |
|
|
|
|
1.8 |
|
|
|
1.4 |
|
Long-term
debt (1) |
|
$ |
119,826 |
|
|
|
$ |
140,880 |
|
|
$ |
96,838 |
|
Total assets |
|
$ |
1,763,477 |
|
|
|
$ |
1,761,186 |
|
|
$ |
1,718,882 |
|
Enterprise
value (2) |
|
$ |
1,877,139 |
|
|
|
$ |
3,369,860 |
|
|
$ |
4,759,289 |
|
Long-term debt to long-term debt plus
equity (1) |
|
|
0.08 |
|
|
|
|
0.10 |
|
|
|
0.08 |
|
Long-term debt to cash provided by
continuing operations
(1) |
|
|
0.25 |
|
|
|
|
0.23 |
|
|
|
0.47 |
|
Long-term
debt to enterprise value
(1) |
|
|
0.06 |
|
|
|
|
0.04 |
|
|
|
0.02 |
|
Interest coverage
(3) |
|
|
48.7 |
|
|
|
|
74.1 |
|
|
|
15.9 |
|
|
|
|
|
|
|
|
(1) |
|
Excludes current portion of long-term debt which is included in working capital. |
|
(2) |
|
Unit price as at December 31 multiplied by the number of units outstanding plus long-term
debt minus working capital. See page 29. |
|
(3) |
|
Operating earnings divided by net interest expense. |
2
OVERVIEW AND OUTLOOK
Precisions 2007 results were impacted by the Canadian industry decline in the drilling and
servicing of natural gas wells with partial offset from successful growth in the United States.
After record profitability in 2006, 2007 was a challenging year with back to basic Canadian
business fundamentals. Safety, cost control, competitive bidding and the drive for more efficient
operations dominated Precisions operating focus in 2007. Robust market conditions in 2005 and
2006 led drilling contractors to expand the number of industry land drilling rigs in Canada by
approximately 180 drilling rigs or 25% from the number of rigs available at the end of 2004. For
Canada, the decline in 2007 activity combined with an increase in industry equipment capacity led
to some of the lowest equipment utilization in a decade.
The weakness in natural gas prices was substantially the result of an over supply of natural gas
as United States storage levels exceeded the five-year average by as much as 20% early in 2007.
To exit 2007, storage levels returned to more moderate levels at 6% above the five-year average.
Soft natural gas fundamentals resulted in a 24% decrease in Canadian industry drilling operating
days over 2006. Crude oil pricing reached record levels in 2007 and created a slight shift in
drilling focus from natural gas to oil. However, conventional North American oilfield service
activity is dependent on natural gas wells. Generally, natural gas wells account for a range of
70% to 80% of land drilling in Canada and the United States.
In September 2007 a report by the Alberta Royalty Review Panel for the Alberta government
proposed increased royalties on oil and gas production in the province commencing in 2009. About
75% of conventional oilfield services in the Western Canada Sedimentary Basin (WCSB) are
conducted in Alberta. In November 2007 the Alberta government accepted certain of the Panels
recommendations to change the royalty structure effective January 1, 2009. The new structure
unsettled producers just as they began to develop 2008 budgets and prompted many to reduce their
capital spending until they fully understood the new royalty structure and the impact it would
have on drilling economics.
Given these challenging conditions, Precision was still able to generate an operating earnings
margin of 35% for the year, declare cash distributions to unitholders of $246 million, reinvest
$181 million in net capital spending and reduce long-term debt by $21 million. Through the
cyclical highs of 2005 and early 2006 and 18 months into the current down cycle in Canada,
Precision has maintained a strong financial position.
3
For Precision fiscal 2007 was a year characterized by reduced customer demand in Canada, growing
opportunity in the United States land drilling market and approaching opportunity for global
drilling markets. Given this backdrop, Precision acted decisively in 2007:
|
|
In August 2007, Kevin Neveu was appointed Chief Executive Officer of Precision. Mr. Neveu has
over 25 years of experience in the oilfield services sector in North America and international
operations. |
|
|
|
Robert Phillips was appointed Chairman of the Board of Directors for Precision Drilling
Corporation. |
|
|
|
After 22 years as the Chief Executive of Precision, Hank Swartout retired in August 2007. Under
Mr. Swartouts leadership Precision grew from a four drilling rig operation in 1985 to 241
drilling rigs as at December 2006 and expanded continuing operations to include service rigs,
camp and catering, snubbing, ancillary equipment, rentals and waste water treatment services. |
|
|
|
Continued at year-end to carry low levels of long-term debt and had access to substantial lines
of credit to fund future investment. |
|
|
|
Achieved the safest year for Precisions people in its history. |
|
|
|
Focused capital expansion efforts toward growing its high performance rig fleet. |
|
|
|
Delivered growth in drilling rig operations with 16 new Super Series rigs deployed to drilling
projects with customers in Canada and the United States. |
|
|
|
Deployed a drilling rig to Latin America. |
|
|
|
Improved the underlying cost structure in Canadian operations with staff reduction and asset
retirements in the fourth quarter. |
|
|
|
Declared cash distributions of $246 million or $1.96 per diluted unit, 71% of net earnings. |
|
|
|
Generated a return on unitholders equity of 27%. |
|
|
|
Monitored the impact of the October 31, 2006 tax measures and subsequent amendments that will
change the tax flow-through nature of Precisions current income trust structure by January 1,
2011. Precision continued to focus on its business strategy and will work to ensure it has the
optimal capital structure to maximize unitholder value. |
In a move to diversify geographic operations and become less dependent on the cyclical nature of
oilfield services in Canada, Precision commenced drilling operations in the United States in June
2006 and continued with a strategic deployment of drilling rigs throughout 2007. Precision began
2007 with one drilling rig in the United States and ended with 12 rigs and plans for continued
growth. All 12 drilling rigs operating in the United States are working under term contracts and
had a combined utilization rate including move days of 99%. Precisions growth in the United
States is focused on providing customers with high performance services to meet rising demand and
to displace underperforming competitor rigs.
Notwithstanding plans to continue to diversify geographically, Precision is committed to
continuing to be a premier oilfield service company in the WCSB. The Canadian oil and gas
industry represents an important market for Precision and one in which Precision will continue to
upgrade its asset mix.
Strong oil prices have maintained a robust international drilling market and for Precision during
2008 the non-compete provision from a 2005 divestiture will expire. This will permit Precision to
fully pursue global opportunities and consider certain new business lines. Late in 2007 Precision
entered into a contractual arrangement and deployed a drilling rig to Latin America. This has
enabled Precision to begin reestablishing the infrastructure for the international market and
reflects early marketing efforts to identify available diversification opportunities.
4
Low debt levels have enabled Precision to cope with a weakened operating environment in 2007 and
remain opportunistic toward future growth through available debt facilities. A strong balance
sheet allows Precision to invest in meaningful growth opportunities, either organic or through
industry consolidation, as they may arise.
In December 2007 Precision announced plans to initiate an estimated 2008 capital expenditure
program of $370 million. The proposed investments are comprised of $75 million for upgrade of
existing equipment and infrastructure and $295 million for expansion of its equipment fleet. Most
of this expansion capital is targeted for the construction of 19 new drilling rigs for the North
American market. The first three rigs in this program have been contracted with one customer for
work in the Rocky Mountain region of the United States pursuant to a multi-year term with
deployment expected to begin in the fourth quarter of 2008.
Looking back on fiscal 2007, Precision moved its High Performance High Value business
strategy forward through noteworthy performance.
Profitability
|
|
Precision benefited from strong industry pricing established in 2006 to generate solid earnings
from continuing operations in 2007 of $343 million or $2.73 per diluted unit compared to $573
million or $4.56
per diluted unit in 2006. |
|
|
|
Precision generated operating earnings of $356 million, a decrease of $239 million or 40% over
2006. As a percent of revenue, operating margins were strong at 35%, a decline of six percentage
points over record-setting 2006. |
Growth
|
|
Net capital investment in 2007 for the purchase of property, plant and equipment decreased 22%
or $52 million from the prior year to $181 million. Before considering proceeds on asset
disposals of $6 million, Precision invested $46 million toward the upgrade of its existing asset
base and $141 million on expansionary initiatives. |
|
|
|
Favourable year round weather and customer demand in United States natural gas basins provided
attractive returns on new capital investment. |
|
|
|
Precision grew its contract drilling operation in the United States from one to 12 rigs through
the deployment of seven new build Super Series rigs and four rigs from the Canadian rig fleet. |
|
|
|
Precision added nine new Super Series drilling rigs to its
Canadian fleet, six Super
SingleTM
rigs and three Super Triples. Precision continued to upgrade its asset base and confirm its
reputation as a high performance driller through these new rig additions and the decommissioning
of 11 low performing rigs. |
5
|
|
Precision mobilized a triple rig from Canada to Latin America late in 2007. |
|
|
|
Precision completed the construction of two service rigs under a long-term customer arrangement
and decommissioned 16 service rigs. |
|
|
|
The camp and catering division continued to broaden its offering towards larger base camp
opportunities. |
|
|
|
The snubbing division commissioned its first rack and pinion self-contained unit capable of
snubbing and providing other well servicing operations pursuant to a long-term customer
arrangement. |
|
|
|
The wastewater treatment division grew its fleet of equipment by about 25% and diversified its
product offering toward smaller capacity wellsite applications. |
|
|
|
The rental division shifted equipment towards WCSB oil markets to optimize utilization. |
Passionately Pursue Target Zero Safety Vision
|
|
Precision made significant strides towards its Target Zero safety vision. The year-over-year
improvement in safe work practices continued for Precision, resulting in a 15% reduction in
workplace recordable incident frequency from the prior year and a 46% reduction in the past five
years. Precisions commitment to its safety programs and education has not only reduced the
incident frequency but the severity of injuries was also lower. In the past five years, Precision
has experienced a 56% reduction in lost time injury frequency. |
Build Upon Our Core Group of People
|
|
People are Precisions most important asset; employees deliver high performance and provide
customer value. A North American shortage of skilled and experienced oilfield employees carried
into 2007. Precision focused on the retention of experienced employees through initiatives that
provide a safe and productive work environment, opportunity for advancement and added wage
security through initiatives such as the Designated Driller Program. |
|
|
|
Precision completed its second year of internal control certification over financial reporting
pursuant to
Canadian and United States securities regulations. In addition to financial controls, initiatives
have reinforced the joint code of business conduct and ethics policy and provided opportunities
for Precisions management to strengthen its skill in identifying and managing risk. |
|
|
|
During the fourth quarter, Precision undertook initiatives to align infrastructure with the
current operating environment in Canada and expansion in the United States. |
Cash Distributions to Unitholders
|
|
For 2007 Precision declared cash distributions of $246 million or $1.96 per diluted unit
compared to $447 million or $3.56 per diluted unit in 2006. |
|
|
|
Precision generated distributable cash from operations of $311 million compared to $353 million
in the prior year. This calculation started with $484 million in cash provided from continuing
operations less $181 million for net capital expenditures and a recovery of $8 million for
unfunded long-term incentive plan obligations. |
6
SUMMARY OF CONSOLIDATED STATEMENTS OF EARNINGS
(Stated in thousands of Canadian dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Drilling Services |
|
$ |
694,340 |
|
|
|
$ |
1,009,821 |
|
|
$ |
916,221 |
|
Completion and Production Services |
|
|
327,471 |
|
|
|
|
441,017 |
|
|
|
369,667 |
|
Inter-segment elimination |
|
|
(12,610 |
) |
|
|
|
(13,254 |
) |
|
|
(16,709 |
) |
|
|
|
|
|
|
|
|
|
1,009,201 |
|
|
|
|
1,437,584 |
|
|
|
1,269,179 |
|
|
|
|
|
|
|
Operating
earnings: (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract Drilling Services |
|
|
284,754 |
|
|
|
|
473,624 |
|
|
|
404,385 |
|
Completion and Production Services |
|
|
100,596 |
|
|
|
|
163,119 |
|
|
|
121,643 |
|
Corporate and Other |
|
|
(28,999 |
) |
|
|
|
(41,464 |
) |
|
|
(60,650 |
) |
|
|
|
|
|
|
|
|
|
356,351 |
|
|
|
|
595,279 |
|
|
|
465,378 |
|
|
|
|
|
|
|
Interest, net |
|
|
7,318 |
|
|
|
|
8,029 |
|
|
|
29,270 |
|
Premium on redemption of bonds |
|
|
|
|
|
|
|
|
|
|
|
71,885 |
|
Loss on disposal of short-term
investments |
|
|
|
|
|
|
|
|
|
|
|
70,992 |
|
Other |
|
|
|
|
|
|
|
(408 |
) |
|
|
|
|
|
|
|
|
|
|
Earnings from continuing
operations before income taxes |
|
|
349,033 |
|
|
|
|
587,658 |
|
|
|
293,231 |
|
Income taxes |
|
|
6,213 |
|
|
|
|
15,146 |
|
|
|
72,383 |
|
|
|
|
|
|
|
Earnings from continuing operations |
|
|
342,820 |
|
|
|
|
572,512 |
|
|
|
220,848 |
|
Discontinued operations, net of tax |
|
|
2,956 |
|
|
|
|
7,077 |
|
|
|
1,409,715 |
|
|
|
|
|
|
|
Net earnings |
|
$ |
345,776 |
|
|
|
$ |
579,589 |
|
|
$ |
1,630,563 |
|
|
|
|
|
|
|
|
(1) |
|
Non-GAAP measure. See page 38. |
7
For the year ended December 31, 2007 Precisions earnings from continuing operations were $343
million or $2.73 per diluted unit compared to $573 million or $4.56 per diluted unit in 2006. The
decrease of $1.83 per diluted unit was due to lower activity and pricing for Precisions Canadian
services in 2007 compared to 2006. The decline in activity was due to decreased demand for
natural gas services in the WCSB brought about by lower natural gas pricing in North America and
less confidence in the short-term future price of natural gas.
For 2007, earnings benefited from a future income tax recovery of $22 million due to enacted
Canadian federal tax rate reductions and were lowered by an asset write down charge of $7 million
for decommissioned rigs and a $5 million expense for personnel reductions. As a result of these
three items
plus the tax benefit of $4 million from asset write downs and personnel reductions, net earnings
increased by $14 million or $0.11 per diluted unit as compared to tax recoveries in 2006 of $21
million or $0.17 per diluted unit.
Fiscal 2007 results were indicative of soft natural gas prices and strong oil prices. West Texas
Intermediate (WTI) crude oil averaged US$72.45 per barrel in 2007 versus US$66.11 in 2006 and
Henry Hub natural gas averaged US$6.94 per MMBtu in 2007 versus US$6.72 in 2006. On Canadian
markets the average price for AECO natural gas one-year forward was $7.50 per MMBtu in 2007
compared to $8.49 in 2006. The AECO natural gas price for December 2006 averaged $6.76 per MMBtu
and traded as low as $4.69 in September 2007 before increasing steadily to close out December
2007 at $6.12 per MMBtu.
The weakening of the U.S. dollar compared with the Canadian dollar has also had a negative impact
on the cash flow of many of Precisions Canadian customers. During 2007 the Canadian dollar
appreciated by 18% against the U.S. dollar.
During 2007 there were 18,342 wells drilled in western Canada on a rig release basis, a 19%
decline from the 22,575 drilled in 2006. With the decline in the number and change in the mix of
wells drilled, total industry drilling operating days declined by 24% to 120,961. The average
industry drilling operating days per well in 2007 was 6.6 days compared to 7.0 days in 2006.
In 2007, higher oil and lower gas prices prompted some customers to shift drilling dollars to oil
prospects in lieu of natural gas or natural gas in coal. In the WCSB in 2007 the total number of
well licenses issued for oil targets was 6,486 which represented a 10% decline over 2006 and 34%
of the total licenses issued compared to 27% in 2006. Well licenses for natural gas prospects
declined 30% in 2007 to 12,740.
8
OUTLOOK
The bearish oilfield services demand that Precision and the Canadian industry faced in 2007 is
expected to persist at least through the first half of 2008. Precision expects continued pressure
on pricing and an extremely competitive seasonal spring break-up. As capacity to provide services
continues to exceed demand and pricing becomes more competitive, any further reductions will have
a proportionately greater impact on profit margins. The permanent fleet reductions and fixed
expense reductions in the fourth quarter of 2007 were tailored to size Precision more
appropriately for this level of activity and competition.
Precision is well positioned to manage the existing downturn in the sector due to its strong
balance sheet, ability to control costs and solid platform for future growth with its people,
technology and an increasingly diversified geographic base. Wages and field crew rates are
expected to hold at current levels for 2008.
To the end of February 2008, natural gas prices have advanced approximately 25% with storage
levels about 10% below the prior year as winter withdrawals are at normal seasonal levels. Strong
natural gas consumption coupled with reduced Canadian exports and uncertain liquefied natural gas
(LNG) imports to the United States may lead to strengthening economic fundamentals for drilling
later in 2008 with improved demand for services possible in late third or fourth quarter.
Precision will continue its focus on value based high performance services where customers
recognize and reward superior performance. This presents Precision with significant opportunity,
especially in technically demanding unconventional drilling applications. A greater proportion of
wells drilled in North America are seeking unconventional resource plays and due to the
complexity of these programs high performance drilling rigs and services are required.
Precision will remain highly focused on United States expansion. Precision will aggressively
exploit organic growth opportunities with customers in Canada and the United States given the
continued demand for premium equipment such as Precisions Super Series rigs. A clear delineation
between underperforming
rigs and high performance, highly mobile, well designed rigs with exceptional crews has emerged.
Precision is finding that its operational execution and safety performance are significant
marketing advantages as United States operations grow and its Canadian fleet remains
underutilized.
Precision converted to an income trust in 2005 as the tax rules of the day allowed the market to
place a higher value for unitholders on the flow-through structure than the traditional corporate
structure. In light of legislated and proposed changes the Board of Trustees, along with the
Board of Directors and management, are examining whether the current legal entity structure and
capital structure are appropriate for Precisions business strategy and in the best interests of
unitholders.
9
\
DYNAMICS OF THE OILFIELD SERVICES INDUSTRY
Through this report, management is presenting its views of Precisions business and the industry
in which it operates. Understanding the oil and gas industry and the factors that impact demand
for oilfield services is important to assess risk factors that affect Precisions long-term
strategy and financial performance.
GLOBAL MARKETS
Global economic growth and prosperity drives energy consumption. Crude oil and to a lesser extent
natural gas are the most dominant and versatile sources of energy in developed countries while
crude oil and coal are the dominant sources of energy in developing countries. Oil and its
by-products are currently the most important fuel for the transportation industry as there are
few alternatives that can compete economically. Oil and natural gas are primary fuel sources for
generating heat and electricity and are critical building blocks for countless consumer products.
With 6.6 billion people worldwide and the world population expected to rise 1.1% per year, global
energy demand is unprecedented and rising. From a reference year of 2004, energy consumption is
projected by the United States government Energy Information Administration (EIA) to increase
57% by 2030 with oil, natural gas and coal meeting approximately 86% of global demand. World oil
consumption is predicted to rise about 1.9% in 2008 due largely to growing demand in China, India
and other developing countries. Delivering reliable and affordable energy for these fast-growing
and upwardly mobile populations is a major challenge in this century with security of supply
becoming a dominate theme globally. The EIA is forecasting natural gas consumption increases of
1.9% on average per annum to 2030 as rising oil prices increase the demand for natural gas as an
alternative fuel in industrial and electrical sectors in developed and developing economies.
NORTH AMERICAN MARKETS
The economics of the oilfield service industry are aligned with global and regional fundamentals.
Important regional drivers for the industry in North America include the underlying hydrocarbon
make-up of the varied basins and the existence of established, competitive and efficient service
infrastructure. With high service costs per barrel of oil equivalent production in Canada and
increased pipeline takeaway capacity within the United States due to infrastructure investment,
capital allocation by customers has increasingly favoured unconventional natural gas basins in
the United States.
The hydrocarbon basins of North America are diverse and conventional oil and natural gas
reservoirs exist at a variety of depths. These conventional sources are complemented by more
costly and challenging unconventional reservoirs associated with oil sands, heavy oil, natural
gas in coal and in shale and in deeper, low permeability formations. About 70% of the proven
natural gas reserves in North America are situated in the United States with the remaining 30% in
Canada. In 2007, 83% of drilling activity in the United States and 70% in Canada targeted natural
gas.
10
The emergence of LNG as a fungible commodity is an important new source of supply to North
America that could offset production declines from mature reservoirs and help meet rising natural
gas demand. There are still technical, political and environmental challenges for significant LNG
developments to occur in North America, but it is widely projected to be a necessary source of
supply as demand for natural gas increases. Less than 5% of the worlds proven reserves of
natural gas exist in North America yet more than 25% of worldwide natural gas consumption occurs
in North America.
With next-door proximity to the worlds biggest energy consumer Canada has become the worlds
seventh largest oil producer and third largest producer of natural gas. With oil sands
development, Canada is one of the few countries with growing oil production. A highly integrated
continental energy transportation
system, security of supply and access to United States markets has made Canada one of the largest
energy providers to the United States. Currently, over half of Canadian oil and natural gas
production is exported to the United States.
ECONOMIC DRIVERS OF THE OILFIELD SERVICES INDUSTRY
Providing oil and natural gas products to consumers involves a number of players, each taking on
different risks in the exploration, production, refining and distribution processes. Exploration
and production companies, Precisions customers, assume the risk of finding hydrocarbons in
reservoirs of sufficient size to economically develop and produce. The economics are dictated by
the current and expected future margin between the cost to find and develop hydrocarbons and the
eventual price of these products. The wider the margin, the greater the incentive to undertake
these risks.
Exploration and development activities include acquiring access to prospective lands, seismic
surveying to detect hydrocarbon bearing structures, drilling wells and completing successful
wells for production. Exploration and production companies hire oilfield service companies to
perform the majority of these tasks. The revenue of an oilfield service company is part of the
finding and development costs for an exploration and production company.
The economics of an oilfield service company are largely driven by the price of crude oil and
natural gas realized by its customers. Since oil can be transported relatively easily, it is
priced in a global market influenced by an array of economic and political factors. Natural gas
is priced in continental markets with supply from LNG a growing factor subject to availability.
11
There is a narrowing supply-demand balance for natural gas in North America. Many industry
observers believe a new pricing floor may be set due to the combination of production declines
and demand growth. New hydrocarbon reserves are clearly more costly and difficult to discover and
develop and it is becoming increasingly necessary to use high performance drilling rigs and
support services to complete well programs. It has taken record drilling activity over the last
three years in North America to marginally increase overall natural gas production levels. To a
large extent this production growth has been derived from unconventional production with
significant first-year decline rates.
Rising energy demand coupled with depletion of conventional resource basins has created an
historic shift in the oil and natural gas industry in North America to develop unconventional
resources such as oil sands, natural gas in shale and in coal and in deeper, low permeability
formations. The economics of unconventional resource plays are enhanced by technology such as
multi-well pad locations, high performance drilling rigs and advanced reservoir stimulation
techniques.
Reserves to production ratios, which indicate how quickly reserves are depleting, have flattened
after a period of decline starting in the 1990s. This implies that drilling activity must stay
level or increase just to maintain current production and producers may need to drill deeper,
more remote resource plays to secure large gas fields and extend reserve life.
The graph above compares WCSB well completions and natural gas pricing over the past 10 years. A
decline in the natural gas price in the last two years led to a significant decline in 2007 gas
well completions. Soft natural gas prices were the result of low consumption due to mild winters
and marginally higher productivity in the United States which placed gas storage above the
five-year average.
With growing energy demand, the supply of drilling rigs in Canada increased steadily over the
past 14 years to an all-time high of about 900. Customer demand, measured by annual drilling rig
operating day utilization, peaked at 71% in 1997 and has since ranged between 38% and 60%.
Industry utilization for 2007 was 38%. The current excess
12
drilling rig capacity in Canada has
prompted some oilfield service
providers to consider relocating certain assets in their drilling fleets to the United States
land drilling market. As illustrated below, Canadian rig activity fluctuates with the seasons, an
event which generally does not occur in the United States.
The United States land drilling fleet has steadily increased from about 1,500 rigs in 2002 to a
recent peak in 2007 of about 2,200 rigs.
Precision estimates about 1,200 drilling rigs in the United States fleet were constructed prior
to 1990 and underperform when tasked with drilling unconventional complex resource plays. With
increased exploitation of unconventional resource basins the demand for high performing rigs and
crews capturing premium pricing continues to grow, displacing the underperforming rigs.
13
PRECISIONS DEVELOPMENT
PRECISIONS HISTORY OF CONTINUING OPERATIONS
Precision began operating in western Canada as a land drilling contractor in the 1950s. A
combination of new equipment purchases and acquisitions over the last twenty years has expanded
fleet capacity and added complementary businesses. For the past decade, Precision has been
Canadas largest oilfield services provider.
Contract Drilling Services Segment
Precisions Contract Drilling Services are known within the industry as a part of the upstream
sector with operations at the well location to facilitate the drilling of natural gas, oil and,
in rare circumstances, geothermal wells. It is the underlying well program requirements that
determine which rig is best suited to drill a particular prospect for customers.
Precisions development was founded on the successful integration of acquisitions. In the decade
following a 1987 reverse takeover, a series of acquisitions expanded Precisions Canadian
drilling fleet from four to 106 rigs. With the acquisition of Kenting Energy Services Inc. in
1997, Precision essentially doubled its fleet to 200 rigs representing approximately 40% of the
drilling fleet in Canada. The acquisitions of coil tubing drilling rigs and other shallow
drilling rigs in 2000 rounded out the acquisition history for Precisions fleet in Canada.
To close out fiscal 2007, after upgrading the fleet through strategic new rig builds and
decommissions, Precisions 232 drilling rigs in Canada comprised 26% of the Canadian market, 12
rigs in the United States represented a U.S. market start and share of 1% and one rig in Latin
America launched a new global direction for Precision.
To better operate ancillary assets and to provide a comprehensive suite of services to customers,
Precision acquired and reorganized assets into complementary businesses. In 1993, Precision
entered the camp and catering business with the acquisition of LRG Oilfield Services Ltd. Along
with camps from drilling rig business acquisitions and the purchase in 2003 of McKenzie Caterers
(1984) Ltd., this division now has 102 camps. In 1996 Precision added in-house capabilities for
the design, fabrication and maintenance of rig components with the acquisition of Rostel
Industries Ltd. The 1997 acquisition of Columbia Oilfield Supply Ltd. led to the integration of
purchasing systems and qualitative improvements in product selection and standardization in all
of Precisions businesses.
Completion and Production Services Segment
Precisions Completion and Production Services are also known within the oil and gas industry to
be a part of the upstream sector with operations at the well location to complete wells that have
been drilled and to maintain wells that have been placed into production. The underlying well
program parameters determine the type of service rig and ancillary services best suited to
workover a particular well. Service rigs are versatile and capable of working on both oil and
natural gas wells. Design and technological improvements have made equipment offerings more
competitive through efficiency gains and wide market appeal to a broad range of well
requirements.
14
In 1996 Precision diversified into businesses that became the foundation for the Completion and
Production Services segment, specifically Precision Well Servicing, Live Well Service and
Precision Rentals, through the acquisition of EnServ Corporation. The acquisition enabled
Precision to offer services that tracked the life of a particular oil or natural gas well, build
customer relationships and moderate demand volatility associated with the drilling of new wells.
In 2000 Precision became fully vested in the Canadian service rig business with the acquisition
of CenAlta Energy Services Inc. to create a combined
fleet of 257 service rigs and an industry-leading market share at the time of 28%. Through
additional acquisitions in the late 1990s the rental businesses grew and in 2002 were combined
and branded as Precision Rentals. In 2006, Precision expanded into the business of remote work
site wastewater treatment with the acquisition of Terra Water Group Ltd.
To close fiscal 2007, after adding two new service rigs and decommissioning 16, Precisions 223
service rigs and 27 snubbing units comprised 20% and 24% of the Canadian market. In addition to
completing and servicing wells, the segment offers snubbing to service natural gas wells while
pressurized, rental equipment and wastewater treatment for remote accommodations.
Rigs built by Precision are designed for greater safety and operating efficiency to deliver well
cost savings to customers. High performance drilling rigs combine high mobility, automation,
advanced control systems, minimal environmental impact, and highly trained crews. A freestanding
service rig lowers costs for customers through set up efficiency and minimal ground disturbance
which reduces the risk of striking underground utilities. Over the past 12 years Precision has
been developing the Super Series drilling rigs and has built 35 Super
SingleTM, seven Super
SingleTM Light and eight Super Triple rigs. Precision also manufactured 10 freestanding mobile
single and six slant service rigs.
STRATEGIC DIRECTION
Precision is geographically diversifying to the United States and international markets by
leveraging its well known Canadian reputation for High Performance High Value on-shore
drilling services for oil and natural gas exploration and development.
Precision delivers High Performance services through excellent people, comprehensive support
systems and deploying technically superior equipment. This unique High Performance competitive
advantage serves to reduce customer cost and minimize the operational risks associated with
drilling and servicing oil and gas wells. Precisions reputation of High Value is evident in
its leading financial and operational performance, employee retention, safety and environmental
performance and specifically its market share growth in the new entry markets.
Precisions business strategy includes the following:
|
|
To geographically diversify into markets beyond Canada to reduce seasonality of equipment
utilization and dependence on underlying economics of the WCSB; |
|
|
|
To capitalize on production growth and resulting drilling opportunities in the United States,
especially unconventional natural gas wells; |
|
|
|
To pursue global oil drilling opportunities; |
|
|
|
To invest in asset growth that renders customer value through enhanced service performance: |
|
|
|
New asset deployment results in organic growth and market share gains as onshore oil and
gas basins have matured. Precisions superior equipment technology delivers significantly better
operating performance, especially in complex and demanding customer well programs; |
|
|
|
|
Precision seeks consolidation opportunities to implement its core capabilities of
employee recruitment, safety, training, environmental footprint, equipment maintenance, equipment
manufacturing, supply chain management and cost control to upgrade performance of existing
equipment fleets. |
15
Precisions core capabilities reside with its employees, systems, and technology. These areas of
competence provide the operating leverage for organic new asset construction growth and for
consolidation based growth.
Precision continually reviews assets, retiring those which are less competitive and upgrading
others.
Precision intends to continue to build high performance Super Series drilling rigs targeted to
customers who recognize and reward the cost saving benefits of these services.
KEY PERFORMANCE DRIVERS
Customer economics are dictated by the current and expected margin between the price at which
hydrocarbons are sold and the cost to find and develop those products. Some of the key business,
customer and industry indicators that Precision focuses on to monitor its performance are:
Safety Management: Precisions culture is based on the foundation of an all-encompassing Target
Zero vision. Precisions philosophy states that the workplace and organization can be free from
injuries, equipment damage and negative environmental impact. Safety performance is a fundamental
contributor to operating performance and the financial results Precision generates for
unitholders. Safety is tracked through an industry standard recordable frequency statistic which
is measured to benchmark successes and illustrate areas for improvement.
Operating Efficiency: Precision maximizes the efficiency of its operations through its proximity
to work sites, its operating practices and its versatility. Precisions reliable and well
maintained equipment minimizes downtime and non-productive time during operations. Information is
gathered from daily drilling log records stored in a database and analyzed to measure
productivity, efficiency and effectiveness.
Key factors which contribute to lower customer well costs are:
|
|
Mechanical downtime which is managed through preventative maintenance programs, detailed
inspection processes, an extensive fleet of strategically placed spare equipment, an in-house
supply chain, and continuous equipment upgrades; and |
|
|
|
Non-productive time, or move, rig-up and rig-out time, which is minimized by decreasing the
number of move loads per rig, using lighter move loads, and using mechanized equipment for safer
and quicker rig component connections. |
Customer Demand: Precisions fleet is geographically dispersed to meet customer demands.
Relationships with customers, industry knowledge and new well licenses provide Precision with the
information necessary to evaluate its marketing strategies. The ability to provide customers with
some of the most innovative and advanced rigs in the industry to reduce total well cost increases
the value of the rig to the customer. Industry rig utilization statistics are also tracked to
evaluate Precisions performance against competitors.
Workforce: Precision closely monitors crew availability for field operations. Precision focuses
on initiatives that provide a safe and productive work environment, opportunity for advancement
and added wage security through programs to retain employees. Precision relies heavily on its
safety record and reputation to attract and retain employees as industry manpower shortages are
often experienced in peak operating periods.
Financial Performance: Precision maximizes revenue without sacrificing operating margins. Key
financial information is unitized on a per day or per hour basis and compared to established
benchmarks and past performance. Precision evaluates the relative strength of its financial
position by monitoring its working capital and debt ratios. Low debt levels have allowed
Precision to manage the cyclical nature of the industry and provide the financial leverage to
invest in meaningful growth opportunities.
16
OPERATING SEGMENTS
In the Contract Drilling Services segment:
|
|
Precision Drilling operates 232 land drilling rigs in Canada; |
|
|
|
Precision Drilling Oilfield Services operates 12 land drilling rigs in the United States; |
|
|
|
A Precision affiliate operates one rig in Latin America; |
|
|
|
LRG Catering operates 102 camps, with food catering, in Canada and the United States; |
|
|
|
Rostel Industries provides engineering, machining, fabrication, component manufacturing and
repair services for drilling and service rigs primarily for Precisions operations; and |
|
|
|
Columbia Oilfield Supply provides centralized procurement, standardized product selection, and
coordinated distribution of goods for Precisions operations. |
In the Completion and Production Services segment:
|
|
Precision Well Servicing operates 223 well completion and workover service rigs in Canada; |
|
|
|
Live Well Service operates 27 snubbing units in Canada; |
|
|
|
Precision Rentals provides approximately 13,000 rental items in Canada including well control
equipment, surface equipment, specialty tubulars and wellsite accommodation units; and |
|
|
|
Terra Water Systems provides 63 wastewater treatment units. |
Precision Drilling
The tables below categorize the capacity and positioning of Precisions drilling rig fleet for
the past two years:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
Maximum Depth Rating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Drilling Rig |
|
Metres |
|
|
Feet |
|
|
Horsepower |
|
|
Canada |
|
|
U.S. |
|
|
International |
|
|
Total |
|
|
Single
|
|
|
1,200 |
|
|
|
4,000 |
|
|
|
250-300 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
14 |
|
Super
SingleTM |
|
|
3,000 |
|
|
|
10,000 |
|
|
|
400-800 |
|
|
|
33 |
|
|
|
8 |
|
|
|
|
|
|
|
41 |
|
Double |
|
|
3,000 |
|
|
|
10,000 |
|
|
|
300-500 |
|
|
|
87 |
|
|
|
|
|
|
|
|
|
|
|
87 |
|
Super Triple |
|
|
4,000 |
|
|
|
13,000 |
|
|
|
1,200 |
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
8 |
|
Light triple |
|
|
3,600 |
|
|
|
12,000 |
|
|
|
500-750 |
|
|
|
40 |
|
|
|
2 |
|
|
|
|
|
|
|
42 |
|
Heavy triple |
|
|
6,700 |
|
|
|
22,000 |
|
|
|
1,000-2,000 |
|
|
|
39 |
|
|
|
2 |
|
|
|
1 |
|
|
|
42 |
|
Coiled tubing |
|
|
1,500 |
|
|
|
5,000 |
|
|
|
250-300 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
232 |
|
|
|
12 |
|
|
|
1 |
|
|
|
245 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2006 |
|
Maximum Depth Rating |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Drilling Rig |
|
Metres |
|
|
Feet |
|
|
Horsepower |
|
|
Canada |
|
|
U.S. |
|
|
International |
|
|
Total |
|
|
Single
|
|
|
1,200 |
|
|
|
4,000 |
|
|
|
250-300 |
|
|
|
14 |
|
|
|
|
|
|
|
|
|
|
|
14 |
|
Super
SingleTM |
|
|
3,000 |
|
|
|
10,000 |
|
|
|
400-600 |
|
|
|
28 |
|
|
|
1 |
|
|
|
|
|
|
|
29 |
|
Double |
|
|
3,000 |
|
|
|
10,000 |
|
|
|
300-500 |
|
|
|
94 |
|
|
|
|
|
|
|
|
|
|
|
94 |
|
Super Triple |
|
|
4,000 |
|
|
|
13,000 |
|
|
|
1,200 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
5 |
|
Light triple |
|
|
3,600 |
|
|
|
12,000 |
|
|
|
500-750 |
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
44 |
|
Heavy triple |
|
|
6,700 |
|
|
|
22,000 |
|
|
|
1,000-2,000 |
|
|
|
44 |
|
|
|
|
|
|
|
|
|
|
|
44 |
|
Coiled tubing |
|
|
1,500 |
|
|
|
5,000 |
|
|
|
250-300 |
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
11 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
240 |
|
|
|
1 |
|
|
|
|
|
|
|
241 |
|
|
17
The following table lists the drilling depth capability of Precision and industry drilling rigs
in western Canada at December 31, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Precision Fleet |
|
|
Industry Fleet (1) |
|
|
|
Maximum |
|
|
|
|
|
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
Depth Rating |
|
|
Number |
|
|
% of |
|
|
Market |
|
|
Number |
|
|
% of |
|
|
|
|
Type of Drilling Rig |
|
(metres) |
|
|
of Rigs |
|
|
Total |
|
|
Share (3) |
|
|
of Rigs |
|
|
Total |
|
|
Change (4) |
|
|
Single
|
|
|
1,200 |
|
|
|
14 |
|
|
|
6 |
|
|
|
8 |
|
|
|
165 |
|
|
|
18 |
|
|
|
20 |
|
Super Single
TM (2) |
|
|
3,000 |
|
|
|
33 |
|
|
|
14 |
|
|
|
89 |
|
|
|
37 |
|
|
|
4 |
|
|
|
4 |
|
Double |
|
|
3,000 |
|
|
|
87 |
|
|
|
38 |
|
|
|
22 |
|
|
|
393 |
|
|
|
44 |
|
|
|
29 |
|
Super Triple (5) |
|
|
4,000 |
|
|
|
8 |
|
|
|
3 |
|
|
|
100 |
|
|
|
8 |
|
|
|
1 |
|
|
|
3 |
|
Light triple |
|
|
3,600 |
|
|
|
40 |
|
|
|
17 |
|
|
|
34 |
|
|
|
116 |
|
|
|
13 |
|
|
|
(1 |
) |
Heavy triple |
|
|
6,700 |
|
|
|
39 |
|
|
|
17 |
|
|
|
36 |
|
|
|
109 |
|
|
|
12 |
|
|
|
(4 |
) |
Coiled tubing |
|
|
1,500 |
|
|
|
11 |
|
|
|
5 |
|
|
|
16 |
|
|
|
70 |
|
|
|
8 |
|
|
|
5 |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
232 |
|
|
|
100 |
|
|
|
26 |
|
|
|
898 |
|
|
|
100 |
|
|
|
56 |
|
|
|
|
|
(1) |
|
Source: Daily Oil Bulletin Rig Locator Report as of January 2008. Precision has
allocated the industry rig fleet by rig type and removed 11 decommissioned rigs. |
|
(2) |
|
Super
SingleTM excludes single rigs that do not have automated pipe-handling, a self-contained
top drive or run extended length drill pipe/casing. |
|
(3) |
|
Market share means Precisions rigs as a percent of industry rigs estimated by Precision. |
|
(4) |
|
Change in number of industry rigs as compared to the prior year. |
|
(5) |
|
Super Triple includes features such as extended length drill pipe, AC power, iron roughneck,
mobility without cranes, top drive and an advanced control system. |
Precision Well Servicing
The configuration of Precision Well Servicings Canadian fleet for the past four years is
illustrated in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type of Service Rig |
|
Horsepower |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
Singles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobile |
|
|
150-400 |
|
|
|
5 |
|
|
|
12 |
|
|
|
17 |
|
|
|
19 |
|
Freestanding mobile |
|
|
150-400 |
|
|
|
94 |
|
|
|
92 |
|
|
|
88 |
|
|
|
86 |
|
Doubles: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mobile |
|
|
250-550 |
|
|
|
43 |
|
|
|
44 |
|
|
|
44 |
|
|
|
42 |
|
Freestanding mobile |
|
|
200-550 |
|
|
|
9 |
|
|
|
9 |
|
|
|
8 |
|
|
|
9 |
|
Skid |
|
|
300-860 |
|
|
|
55 |
|
|
|
65 |
|
|
|
65 |
|
|
|
67 |
|
Slants: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Freestanding |
|
|
250-400 |
|
|
|
17 |
|
|
|
15 |
|
|
|
15 |
|
|
|
16 |
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
|
223 |
|
|
|
237 |
|
|
|
237 |
|
|
|
239 |
|
|
CAPACITY TO DELIVER
Precision is a major supplier of services to oil and gas companies and its success is dependant
on providing a complement of oilfield services that are cost effective to its customers.
Precision prides itself on providing quality equipment operated by highly experienced and well
trained crews. Maintaining customer relationships is fundamental to Precisions success and is
based in large part upon the ability to deliver.
High Performance Drilling Rigs
Precision Drilling is focused on providing efficient, cost-reducing drilling technology. Design
innovations and technology improvements capture incremental time savings during all phases of the
well drilling process, including moving between wells.
18
The
versatile Super
SingleTM design comprises technical innovations in safety and drilling
efficiency and outpaces competition in slant or directional drilling on single or multiple well
pad locations in shallow to medium depth wells. It is extremely proficient on conventional
vertical wells and has drilled in many regions of the world. Super
SingleTM rigs utilize extended
length tubulars, integrated top drive, innovative
unitization to facilitate quick moves between well locations, a small footprint to minimize
environmental impact and enhanced safety features such as automated pipe handling and remotely
operated torque wrenches.
A
scaled-down version without slant capability, the Super
SingleTM Light, also features an
integrated top drive and automated pipe handling and is unitized and trailer mounted to reduce
the load count for efficient moving, rig up and tear down for the shallow well depth market.
Triple rigs have greater hoisting capacity and are used in deeper exploration and development
drilling. The Super Triple electric rigs are fabricated to keep the load count as low as possible
using widely available conventional rig moving equipment. Power capabilities are a major design
criterion for the new Super Triple rigs. Drilling productivity and reliability with AC power
drive systems provides added precision and measurability along with a computerized electronic
auto driller feature that precisely controls weight, rotation and torque on the drill bit. These
rigs use extended length drill pipe, an integrated top drive, automated pipe handling with iron
roughnecks and control automation off the rig floor.
Large Diversified Rig Fleets
Precisions large diverse fleet of rigs is strategically deployed across the most active regions
of the WCSB, and in targeted basins in the United States. When an oil and gas company needs a
specific type or size of rig in a given area, there is a high likelihood that a Precision rig
will be readily available. Geographic proximity and fleet versatility make Precision a premium
service provider. Precisions fleet can drill virtually all types of on-shore conventional and
unconventional oil and natural gas wells in North America.
Precisions service rigs provide completion, workover, abandonment, well maintenance, high
pressure and critical sour gas well work and well re-entry preparation across the WCSB. The rigs
are supported by three field locations in Alberta, two in Saskatchewan and one in British
Columbia.
Snubbing complements traditional natural gas well servicing by allowing customers to work on
wells while they are pressurized and production has been suspended. Precision has two types of
snubbing units rig assist and self-contained. Self-contained units do not require a service
rig on site and are capable of snubbing and performing many other well servicing procedures.
Inventory of Ancillary Equipment
Precision has a large inventory of equipment, including portable top drives, loaders, boilers,
tubulars and well control equipment, to support its fleet of drilling and service rigs to meet
customer requirements. Precision also maintains an inventory of key rig components to minimize
downtime in the event of equipment failures.
In support of drilling rig operations, LRG Catering supplies meals and provides accommodation for
rig crews at remote worksites. Terra Water Systems plays an essential role in providing
wastewater treatment services for LRG Catering and other camp facilities. Precision Rentals
supplies customers with an inventory of 13,000 pieces of specialized equipment and wellsite
accommodations.
Industry Leading Safety Program
Safety is critical for Precision and its customers. The focus on working safely is one of
Precisions most enduring values. The goal of Target Zero Precisions safety vision for
eliminating workplace incidents is a fundamental belief that all injuries can be prevented. In
2007, 363 of Precisions drilling and service rigs achieved Target Zero. Precision is a leader in
adopting technological advancements which have made drilling rigs, service rigs and snubbing
units safer.
19
Well-maintained Equipment
Precision consistently reinvests capital to sustain and upgrade existing property, plant and
equipment.
In addition to capital expenditures as illustrated above, equipment repair and maintenance
expenses are benchmarked to activity levels in accordance with Precisions maintenance and
certification programs. Precision employs computer systems to track key preventative maintenance
indicators for major rig components to record equipment performance history, schedule equipment
certifications, reduce downtime and allow for better asset management.
Precision benefits from internal services for equipment certifications and component
manufacturing provided by Rostel Industries and for standardization and distribution of
consumable oilfield products through Columbia Oilfield Supply.
Employees
As a service company, Precision is as good as its people. An experienced, competent crew is a
competitive strength and highly valued by customers. To recruit rig employees, Precision has
centralized personnel departments and orientation and training programs.
Information Systems
Precisions commitment to invest in a fully integrated enterprise-wide reporting system has
improved business performance through real-time access to information across all functional
areas. All divisions operate on a common integrated system using standardized business processes
across finance, payroll, equipment maintenance, procurement and inventory control.
Precision continues to invest in information systems that provide competitive advantages.
Electronic links between field and financial systems provide accuracy and timely processing. This
repository of rig data improves response time to customer enquires. Rig manufacturing projects
benefit from scheduling and budgeting tools as economies of scale can be identified and leveraged
as construction demands increase.
20
FINANCIAL RESULTS
CONTRACT DRILLING SERVICES SEGMENT
(Stated in thousands of Canadian dollars, except where indicated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
Years ended December 31, |
|
2007 |
|
|
Revenue |
|
|
|
2006 |
|
|
Revenue |
|
|
2005 |
|
|
Revenue |
|
|
|
|
|
Revenue
|
|
$ |
694,340 |
|
|
|
|
|
|
|
$ |
1,009,821 |
|
|
|
|
|
|
$ |
916,221 |
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
345,043 |
|
|
|
49.7 |
|
|
|
|
470,713 |
|
|
|
46.6 |
|
|
|
448,930 |
|
|
|
49.0 |
|
General and administrative |
|
|
19,946 |
|
|
|
2.9 |
|
|
|
|
27,225 |
|
|
|
2.7 |
|
|
|
23,911 |
|
|
|
2.6 |
|
Depreciation |
|
|
43,120 |
|
|
|
6.2 |
|
|
|
|
38,573 |
|
|
|
3.8 |
|
|
|
39,233 |
|
|
|
4.3 |
|
Foreign exchange |
|
|
1,477 |
|
|
|
0.2 |
|
|
|
|
(314 |
) |
|
|
|
|
|
|
(238 |
) |
|
|
|
|
|
|
|
|
|
|
Operating earnings (1) |
|
$ |
284,754 |
|
|
|
41.0 |
|
|
|
$ |
473,624 |
|
|
|
46.9 |
|
|
$ |
404,385 |
|
|
|
44.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Increase |
|
|
|
|
|
|
|
% Increase |
|
|
|
|
|
|
% Increase |
|
|
|
2007 |
|
|
(Decrease) |
|
|
|
2006 |
|
|
(Decrease) |
|
|
2005 |
|
|
(Decrease) |
|
|
|
|
|
Number of drilling rigs (end of year)
|
|
|
245 |
|
|
|
1.7 |
|
|
|
|
241 |
|
|
|
4.8 |
|
|
|
230 |
|
|
|
0.4 |
|
Drilling operating days: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
|
30,475 |
|
|
|
(31.9 |
) |
|
|
|
44,768 |
|
|
|
(4.6 |
) |
|
|
46,937 |
|
|
|
12.8 |
|
United States |
|
|
1,850 |
|
|
|
988.2 |
|
|
|
|
170 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Drilling revenue per operating day: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Canada |
|
$ |
19,096 |
|
|
|
(7.0 |
) |
|
|
$ |
20,528 |
|
|
|
13.8 |
|
|
$ |
18,034 |
|
|
|
9.3 |
|
Drilling statistics: (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of wells drilled |
|
|
4,718 |
|
|
|
(23.7 |
) |
|
|
|
6,180 |
|
|
|
(20.4 |
) |
|
|
7,766 |
|
|
|
3.2 |
|
Average days per well |
|
|
6.5 |
|
|
|
(9.7 |
) |
|
|
|
7.2 |
|
|
|
20.0 |
|
|
|
6.0 |
|
|
|
9.1 |
|
Number of metres drilled (000s) |
|
|
5,813 |
|
|
|
(25.6 |
) |
|
|
|
7,810 |
|
|
|
(12.3 |
) |
|
|
8,901 |
|
|
|
11.0 |
|
Average metres per well |
|
|
1,232 |
|
|
|
(2.5 |
) |
|
|
|
1,264 |
|
|
|
10.3 |
|
|
|
1,146 |
|
|
|
7.5 |
|
|
|
|
|
|
|
|
(1) |
|
Non-GAAP measure. See page 38. |
|
(2) |
|
Canadian operations only. |
21
2007 Compared to 2006
The Contract Drilling Services segment generated revenue of $694 million in 2007, 31% less than
the record revenue of $1.0 billion in 2006. The decrease was due to lower equipment utilization
and reduced pricing resulting from lower customer demand for natural gas drilling in Canada,
partially offset by additional rigs and strong utilization in the United States.
Operating earnings of $285 million decreased $189 million or 40% from $474 million in 2006 and
were 41% of revenue in 2007 compared to 47% in 2006 primarily due to lower pricing in the final
nine months of 2007. Operating expenses increased from 47% of revenue in 2006 to 50% in 2007. On
an operating day basis, costs increased due to crew wage rate increases in October 2006 and an
overall increase in the cost of materials. Lower equipment utilization also resulted in increased
daily operating costs associated with fixed operating cost components.
Capital expenditures for the Contract Drilling Services segment in 2007 were $159 million and
included $126 million to expand the underlying asset base and $33 million to upgrade existing
equipment. The majority of the expansion capital was associated with new drilling rig
construction for operations in the United States and Canada. During 2007 the segment commissioned
16 new rigs backed by customer term arrangements and decommissioned 11 rigs.
The Precision Drilling division revenues decreased $337 million or 37% over 2006 to $582 million.
This decline was due to a decrease in customer demand resulting in lower utilization for
Precision. Precisions Canadian drilling rig activity in 2007 was down 14,293 operating days or
32% overall compared to 2006 as customers curtailed drilling due to low natural gas prices,
changing royalty rates resulting from the Alberta government royalty review, a strong Canadian
dollar relative to the U.S. dollar, record industry rig capacity and customer concern over high
service costs. Industry operating days in Canada were 120,961, a decline of 24% from 158,416 in
2006. With an industry fleet expanded by 7% to 898 rigs at the end of 2007, the industry
operating day utilization declined to 38% in 2007 from 55% in 2006.
Average drilling rig operating day rates for Precision in Canada decreased 7% in 2007 from 2006.
Rates held up well due to pricing for rigs under term contracts for Precisions versatile, high
performing rigs and strong pricing in the first quarter of 2007.
Operating earnings decreased by 45% over 2006 due mainly to the 32% decrease in activity, the 7%
decrease in the average operating day rate and 4% crew wage rate increase in October 2006.
Depreciation expense for the year was $1 million higher than in 2006 as the impact of lower
activity was offset by a $3 million write down charge for decommissioned rigs and a change in rig
mix.
Precision Drilling Oilfield Services in the United States generated revenue of $51 million in
2007, a ten-fold increase over 2006. The rig fleet grew from one rig at the end of 2006 to 12
rigs at the end of 2007 and operated at 99% utilization including move days. The fleet increase
included seven new Super
SingleTM drilling rigs and four rigs deployed from Canada. United States
operations are in the Rocky Mountain region based out of Colorado and the South Central region
based out of Texas.
LRG Catering experienced activity declines of 51% in 2007 from a record 2006, with revenue
decreasing 43%. As a result of the lower industry activity, LRG experienced downward pricing
pressure, however increased base camp activity mitigated average day rate declines.
Rostel Industries and Columbia Oilfield Supply divisions provided valuable support, best measured
by the efficiencies and contributions made to Precision through cost savings. Rostels expertise
provided Precision control over rig construction and enhanced cost control. Columbia leveraged
its volume purchasing advantage and supplier relationships to provide timely and reliable
supplies to keep Precisions
rigs operating and allowed Precision to standardize product use and quality.
22
2006 Compared to 2005
The Contract Drilling Services segment generated record financial results in 2006. Revenue was
$1.0 billion in 2006, an increase of $94 million or 10% from 2005 due to an increase in average
pricing for Precisions services.
Operating earnings increased by $69 million or 17% to $474 million and were 47% of revenue in
2006 compared to 44% in 2005 primarily due to pricing improvements. Operating expenses declined
from 49% of revenue in 2005 to 47% in 2006, but increased per operating day due to higher crew
wages and cost of materials.
Capital expenditures for the segment in 2006 were $220 million and included $158 million to
expand the underlying asset base and $62 million to upgrade existing equipment. The majority of
the expansion capital expenditure was associated with new drilling rig construction.
The Precision Drilling division revenue increased by $73 million or 9% over 2005 to $919 million,
with the decrease in activity for 2006 more than offset by increased rates.
Operating earnings in the division increased by 17% over 2005 due mainly to a 14% increase in the
average operating rate offset by a 5% decline in activity. Depreciation expense for the year was
$3 million higher due to the change in rig mix in the year with increased deep rig activity and
commissioning of new built rigs. Cost per operating day increased by 7% mainly due to hourly crew
labour rate increases in October 2005 and 2006 of 7% and 4%, respectively and cost escalations
for third party labour and materials associated with equipment maintenance programs.
The division commissioned 13 new rigs under customer term arrangements. Precision spent $203
million in capital expenditures in 2006, nearly twice the spending of 2005.
Precision
Drilling Oilfield Services, Inc. began operations in the United States in June 2006,
with one rig.
LRG Catering achieved record growth in 2006 with activity increasing by 11% and revenue by 25%
due in part to rate increases implemented in the fourth quarter of 2005. LRG expanded its fleet
by 10 to 101 camps in 2006.
COMPLETION AND PRODUCTION SERVICES SEGMENT
(Stated in thousands of Canadian dollars, except where indicated)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
|
% of |
|
|
|
|
|
|
% of |
|
Years ended December 31, |
|
2007 |
|
|
Revenue |
|
|
|
2006 |
|
|
Revenue |
|
|
2005 |
|
|
Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
327,471 |
|
|
|
|
|
|
|
$ |
441,017 |
|
|
|
|
|
|
$ |
369,667 |
|
|
|
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
183,661 |
|
|
|
56.1 |
|
|
|
|
231,602 |
|
|
|
52.5 |
|
|
|
209,657 |
|
|
|
56.7 |
|
General and administrative |
|
|
11,780 |
|
|
|
3.6 |
|
|
|
|
14,242 |
|
|
|
3.2 |
|
|
|
11,021 |
|
|
|
3.0 |
|
Depreciation |
|
|
31,421 |
|
|
|
9.6 |
|
|
|
|
32,013 |
|
|
|
7.3 |
|
|
|
27,402 |
|
|
|
7.4 |
|
Foreign exchange |
|
|
13 |
|
|
|
|
|
|
|
|
41 |
|
|
|
|
|
|
|
(56 |
) |
|
|
|
|
|
|
|
|
|
|
Operating
earnings (1) |
|
$ |
100,596 |
|
|
|
30.7 |
|
|
|
$ |
163,119 |
|
|
|
37.0 |
|
|
$ |
121,643 |
|
|
|
32.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
% Increase |
|
|
|
|
|
|
|
% Increase |
|
|
|
|
|
|
% Increase |
|
|
|
2007 |
|
|
(Decrease) |
|
|
|
2006 |
|
|
(Decrease) |
|
|
2005 |
|
|
(Decrease) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of service rigs (end of year) |
|
|
223 |
|
|
|
(5.9 |
) |
|
|
|
237 |
|
|
|
|
|
|
|
237 |
|
|
|
(0.8 |
) |
Service rig operating hours |
|
|
355,997 |
|
|
|
(25.9 |
) |
|
|
|
480,137 |
|
|
|
0.6 |
|
|
|
477,232 |
|
|
|
1.1 |
|
Revenue per operating hour |
|
$ |
730 |
|
|
|
2.5 |
|
|
|
$ |
712 |
|
|
|
18.7 |
|
|
$ |
600 |
|
|
|
17.0 |
|
|
|
|
|
|
|
|
(1) |
|
Non-GAAP measure. See page 38. |
23
2007 Compared to 2006
The Completion and Production Services segment revenue decreased by $114 million to $327 million
mainly due to a decline in activity.
Operating earnings decreased by $63 million or 38% and were 31% of revenue in 2007 compared to
37% in 2006 due mainly to lower service activity during the year. Operating expenses increased
from 53% of revenue in 2006 to 56% in 2007. On a daily or hourly operating basis, costs increased
due to crew wage rate increases in October 2006 and an overall increase in the cost of materials.
Lower equipment utilization resulted in increased daily or hourly operating costs associated with
fixed operating cost components.
Reinvestment in equipment in recent years has helped to position the Completion and Production
Services segment as an industry leader. Capital spending in 2007 of $27 million, down 32% from
$39 million in 2006, included $15 million for the construction of slant service rigs,
self-contained snubbing units, storage tanks and wastewater treatment units, and $12 million for
replacement transporter trucks, doghouses, snubbing unit trucks, drill pipe for rental, tanks and
a new operating facility.
The Precision Well Servicing division revenue decreased by $82 million or 24% over 2006 to $260
million as moderately higher hourly operating rates could not offset reduced activity levels.
Price increases established in the fourth quarter of 2006 were maintained through most of 2007,
with downward adjustments in the second half.
A total of 18,540 wells were rig released in 2007, a decrease of 18% from the 22,575 wells the
prior year. However, with a lag between the drilling and completion of a well, the industry
reported 19,272 well completions in 2007, a decline of 13% from 22,171 completions in 2006. Over
the last five years, there were over 100,000 wells completed in western Canada which added to the
ongoing maintenance demand to ensure continuous and efficient operation of producing wells. There
are currently about 200,000 producing wells within the WCSB.
Service rig contractors in western Canada increased the industry fleet capacity by about 5% to
about 1,100 rigs at the end of 2007. Increased capacity coupled with fewer well completions due
to depressed natural gas prices kept market pricing competitive.
Operating earnings decreased by 33% over 2006 due mainly to the 26% decrease in activity and 6%
crew wage rate increase in October 2006 offset by a 3% increase in the average operating hourly
rate. Depreciation expense for the year decreased $1 million due to lower activity offset by a $4
million write down charge for 16 decommissioned rigs.
Capital expenditures in 2007 were $12 million and included $3 million to construct two new
service rigs and $9 million to upgrade pump trucks, transporters and mobile doghouses and build a
new operating facility due for completion in late 2008.
Live Well Service revenue for 2007 was $19 million as activity decreased by 36% over 2006 due to
weak natural gas prices and an industry shift from rig-assist snubbing units to lower cost
self-contained snubbing units. In 2007, Live Well converted three rig-assist to three
self-contained picker style units and one self-contained rack and pinion unit.
Precision Rentals revenue decreased to $44 million, which was $18 million or 29% lower than 2006.
Each of Precision Rentals three major product lines, surface equipment, tubulars and well
control equipment, and wellsite accommodations, experienced year-over-year declines in revenue
due to low utilization from excess industry equipment and lower pricing.
Terra Water Systems generated revenue of $5 million in 2007 compared to $2 million in the period
following
the date of acquisition in 2006. Terra Water had 63 wastewater treatment units at the end of
2007, an increase of 12 units over 2006.
24
2006 Compared to 2005
The Completion and Production Services segment generated revenue of $441 million, an increase of
$71 million or 19% over 2005 while operating earnings increased by $41 million or 34% to $163
million. Operating earnings increased to 37% of revenue in 2006 compared to 33% in 2005. The
margin increase was mainly attributable to price increases established during the year.
Operating expenses declined from 57% of revenue in 2005 to 53% in 2006, but on a per operating
hour basis, increased due to higher crew labour costs and higher costs associated with repair and
maintenance.
During 2006, Precision acquired Terra Water Group Ltd., a wastewater treatment business. Terra
Water had 41 treatment units at the time of the acquisition and closed the year with 51. The
service provided by Terra Water complements those provided by LRG Catering and Precision Rentals
and strengthened the diversity of Precisions services.
Excluding the business acquisition, capital spending in 2006 was $39 million, an increase of 11%
over 2005. The total included expansion capital of $13 million for pump trucks, slant service
rigs, self-contained snubbing units, wellsite accommodations, storage tanks and wastewater
treatment units and upgrade capital of $26 million for replacement pump and transporter trucks,
snubbing unit trucks, drill pipe for rental and tanks.
The Precision Well Servicing division increased revenue by $56 million or 20% over 2005 to $342
million primarily due to higher hourly rig rates. Operating earnings improved by $36 million or
41% over 2005. Costs per operating hour were higher year-over-year due to increased crew and rig
manager labour expenses and equipment repair and maintenance costs. Capital expenditures in 2006
were a continuation of long-term plans to upgrade and standardize equipment.
Live Well Services activity decreased by 14% over 2005 with revenues for the year of $35 million
due to the weakening of natural gas prices in 2006 which led to a cost savings shift by customers
away from rig-assist units toward self-contained snubbing services.
Precision Rentals generated revenues of $62 million, which was $11 million or 21% higher than in
2005. Each of Precision Rentals product categories experienced year-over-year revenue increases.
Total capital expenditures for 2006 increased 26% from 2005 and included 79 tanks and 10 new
wellsite trailers.
Terra Water Systems generated revenues of $2 million for the period subsequent to acquisition in
August 2006.
OTHER ITEMS
2007 Compared to 2006
Corporate and Other Expenses
Corporate and other expenses decreased by $12 million or 30% from 2006 to $29 million. This
reduction was primarily due to a $4 million recovery of long-term incentive plan accruals in 2007
compared to a $10 million expense in 2006. A portion of the award payable under the long-term
incentive plan is dependent on the growth in certain defined financial targets over a three year
period. The amounts distributed in 2007 were below the target, resulting in a partial recovery of
amounts previously accrued. Additional reductions achieved from lower accruals for recurring
near-term incentive plans were offset by one time costs associated with hiring a new Chief
Executive Officer and costs associated with workforce restructuring in
November 2007. Gains associated with 2006 disposals and increased foreign exchange losses from a
weakening U.S. dollar offset by lower support costs in 2007 made up the remaining decrease.
Interest Expense
Net interest expense of $7 million declined by $1 million or 9% in 2007 compared to 2006. This
reduction was primarily attributable to the lower average debt outstanding during 2007 compared
to the prior year.
25
Income Taxes
The Trusts effective income tax rate, before enacted tax rate reductions, on earnings from
continuing operations before income taxes was 8% in 2007 compared to 6% in 2006. The
comparatively low effective income tax rate was primarily a result of the shifting of the income
tax burden of the Trust to its unitholders. The year-over-year increase in the effective income
tax rate was largely a result of taxes associated with Precisions United States operations.
The Trust incurs taxes to the extent there are certain provincial capital taxes, as well as taxes
on the taxable income, of its underlying subsidiaries. In addition, future income taxes arise
from differences between the accounting and tax basis of the Trust and its operating entities
assets and liabilities.
During 2007 the Government of Canada passed legislation to reduce the federal income tax rates to
15% by 2012. These enacted tax rate reductions resulted in a $22 million future tax recovery in
2007, comparable to the $21 million recorded in 2006.
Discontinued Operations
A $3 million gain, net of tax, on discontinued operations was recorded in 2007. The gain arose on
the receipt of additional consideration associated with a 2005 business divestiture. Additional
consideration on 2004 and 2005 business divestitures resulted in a $7 million gain in 2006.
2006 Compared to 2005
Corporate and Other Expenses
Corporate and other expenses decreased by $19 million or 32% in 2006 as compared to 2005.
Included in the 2005 expenses were $18 million in costs related to the conversion to an income
trust. Excluding these conversion costs, corporate and other expenses decreased $1 million or 4%
year-over-year. Incentive plans introduced in 2006 added $7 million in costs over the prior
period stock option plan expense. Disposals of corporate property, plant and equipment in 2005
and 2006 contributed to a $2 million reduction in depreciation expense. Significant reductions in
Precisions net foreign currency position related to 2005 divestitures and the repayment of U.S.
dollar debentures led to a $3 million reduction in foreign exchange gains in 2006. The remaining
$9 million reduction in costs was mostly attributable to the absence of severance and retention
bonuses incurred in 2005, lower legal, advisory and support costs in 2006 and the recovery of
certain liability provisions expensed in prior periods.
Interest Expense
Net interest expense of $8 million declined by $21 million or 73% in 2006 compared to 2005. This
reduction was primarily attributable to the repayment of the outstanding bonds (debentures) in
October 2005 which resulted in lower subsequent debt levels. Precision was in a significant
surplus cash position, to the date of trust conversion, which generated $10 million in interest
income.
Premium on Redemption of Bonds and Loss on Disposal of Short-term Investments
In 2005 outstanding bonds were repaid resulting in a charge of $72 million.
In 2005 Precision received 26 million shares of Weatherford International Ltd. as part of the
consideration for the disposal of the Energy Services and International Contract Drilling
divisions. Substantially all of the shares were transferred to shareholders in conjunction with
the November 7, 2005 plan of arrangement and a $71 million loss was incurred.
Discontinued Operations
A $7 million gain, net of tax, on discontinued operations was recorded in 2006 and related to the
receipt of contingent consideration and working capital adjustments related to prior year
business disposals. The 2005 business divestitures contributed $74 million in net earnings and
$1.3 billion in gains on disposition towards the financial results in fiscal 2005.
26
Income Taxes
The Trusts effective income tax rate, before enacted tax rate reductions, on earnings from
continuing operations before income taxes was 6% in 2006 compared to 25% in 2005. The
comparatively low effective income tax rate was primarily a result of the conversion to an income
trust which had the effect of shifting the income tax burden of the Trust to its unitholders.
In the second quarter of 2006 the enactment of federal and certain provincial governments tax
rate reductions resulted in a $21 million future tax recovery.
LIQUIDITY AND CAPITAL RESOURCES
The Trusts liquidity and solvency position remained strong as working capital exceeded long-term
debt by $21 million as at December 31, 2007 compared to $26 million as at December 31, 2006. The
Trusts financial position has been sustained despite a decrease in activity as a significant
percentage of operating costs are variable in nature and the Trust curtailed spending and
distributions in-line with financial performance.
In 2007 the Trust generated cash from continuing operations of $484 million and received proceeds
related to the disposal of operations discontinued in previous periods of $3 million. The cash
was used to repay long-term debt of $21 million and bank indebtedness of $23 million, purchase
property, plant and equipment net of disposal proceeds and related non-cash working capital of
$194 million and make cash distributions to unitholders of $249 million.
The Trust exited 2007 with a long-term debt to long-term debt plus equity ratio of 0.08 compared
to 0.10 in 2006 and a ratio of long-term debt to cash provided by continuing operations of 0.25
compared to 0.23 in 2006.
Precision has a number of credit facilities available to finance its activities. The committed
facilities consist of a $700 million three-year revolving unsecured credit facility with a
syndicate led by a Canadian chartered bank. The facility matures in November 2009 and is
extendible annually with the consent of lenders. The facility has three financial covenants which
are tested quarterly: total liabilities to equity of less than 1:1; total debt to the trailing
four quarters cash flow of less than 2.75:1; and total distributions to unitholders of less than
100% of consolidated cash flow, as defined in the credit facility agreement. As at December 31,
2007 Precision was well within the financial covenant levels, and is expected to remain so for
2008. There was $120 million outstanding under the committed facilities at December 31, 2007. In
addition to the committed facilities, Precision also has a number of uncommitted operating
facilities which total approximately $65 million equivalent and are utilized for working capital
management and the issuance of letters of credit.
Precisions contractual obligations are outlined in the following table:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments Due by Period |
|
(Stated in thousands of Canadian
dollars) |
|
Total |
|
|
Less Than 1 Year |
|
|
1 3 Years |
|
|
4 5 Years |
|
|
After 5 Years |
|
|
Long-term debt |
|
$ |
119,826 |
|
|
$ |
|
|
|
$ |
119,826 |
|
|
$ |
|
|
|
$ |
|
|
Operating leases |
|
|
22,640 |
|
|
|
7,754 |
|
|
|
11,407 |
|
|
|
3,479 |
|
|
|
|
|
Long-term
incentive plans (1) |
|
|
21,147 |
|
|
|
917 |
|
|
|
20,230 |
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations |
|
$ |
163,613 |
|
|
$ |
8,671 |
|
|
$ |
151,463 |
|
|
$ |
3,479 |
|
|
$ |
|
|
|
|
|
|
(1) |
|
Includes amounts not yet accrued at December 31, 2007 but payable at the end of the contract
term. Unit based compensation amounts disclosed at year-end unit price. |
Precision has multiple long-term incentive plans (LTIP) which compensate officers and key
employees through cash payments at the end of a three-year term. The compensation is comprised of
two components, a retention award and a performance award. The retention awards are lump sum
amounts determined at the date of commencement in the LTIP. The retention components are accrued
evenly over their respective three-year terms. The performance components are accrued based on
actual results compared to the targets. There is no assurance that the performance component will
be paid. In addition, the Chief Executive Officer has a separate unit-based plan with anticipated
payments of $0.9 million annually, based on the year end unit price of Precision, commencing
September 2008 and ending September 2010.
27
Outstanding Unit Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
February 29, |
|
|
December 31, |
|
|
December 31, |
|
|
December 31, |
|
|
|
2008 |
|
|
2007 |
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust units |
|
|
125,588,717 |
|
|
|
125,587,919 |
|
|
|
125,536,329 |
|
|
|
124,352,921 |
|
Exchangeable LP units |
|
|
169,207 |
|
|
|
170,005 |
|
|
|
221,595 |
|
|
|
1,108,382 |
|
|
|
|
Total units outstanding |
|
|
125,757,924 |
|
|
|
125,757,924 |
|
|
|
125,757,924 |
|
|
|
125,461,303 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred Trust units outstanding |
|
|
18,523 |
|
|
|
18,280 |
|
|
|
|
|
|
|
|
|
|
DISTRIBUTIONS
Upon Precisions conversion to an income trust effective November 7, 2005 the Trust adopted a
policy of making monthly distributions to holders of Trust units and holders of exchangeable LP
units (together unitholders). Precision has a legal entity structure whereby the trust entity,
Precision Drilling Trust, effectively must flow its taxable income to unitholders pursuant to its
Declaration of Trust. Distributions, including special distributions, may be declared in cash or
in-kind or a combination of both and reduced, increased or suspended entirely depending on the
operations of Precision, the performance of its assets, or legislative changes in tax laws. The
actual cash flow available for distribution to unitholders is a function of numerous factors,
including the Trusts: financial performance; debt covenants and obligations; working capital
requirements; upgrade and expansion capital expenditure requirements for the purchase of
property, plant and equipment; and number of units outstanding. The Trust considers these factors
on a monthly basis in determining future distributions. In 2007 cash distributions declared,
including a special year-end cash distribution, were $246 million or $1.96 per diluted unit, a
decrease of $201 million or $1.60 per diluted unit from the previous year. A special year-end
in-kind distribution, as explained below, payable in Trust units (units), of $30 million or
$0.24 per diluted unit (2006 $25 million or $0.195 per diluted unit) was also declared.
In the event that a distribution is declared in the form of in-kind units, the terms of the
Declaration of Trust requires that the outstanding units be consolidated immediately subsequent
to the distribution. Accordingly, the number of outstanding units would remain at the number
outstanding immediately prior to the
distribution. As a result, unitholders would not receive additional units and the declared amount
of the in-kind distribution would be retained in Precision. Holders of exchangeable LP units
receive economic equivalent treatment.
Key factors for consideration in determining actual cash flow available for distribution, in an
historical context, are disclosed within the consolidated statements of cash flow. In calculating
distributable cash Precision makes the following adjustments to cash provided by continuing
operations:
|
|
Deducts the purchase of property, plant and equipment for upgrade capital as the minimum
capital reinvestment required to maintain current operating capacity; |
|
|
|
Deducts the purchase of property, plant and equipment for expansion initiatives to grow
capacity; |
|
|
|
Adds the proceeds on the sale of property, plant and equipment which are incidental
transactions occurring within the normal course of operations; and |
|
|
|
Deducts long-term incentive plan changes as an unfunded liability resulting from the operating
activities in the current period with payments beginning March 2009. |
28
A two-year reconciliation of distributable cash from continuing operations follows:
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
|
|
|
|
(Stated in thousands of Canadian dollars, except per diluted unit amounts) |
|
2007 |
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by continuing operations |
|
$ |
484,115 |
|
|
|
$ |
609,744 |
|
Deduct: |
|
|
|
|
|
|
|
|
|
Purchase of property, plant and equipment for upgrade capital |
|
|
(45,970 |
) |
|
|
|
(92,123 |
) |
Purchase of property plant and equipment for expansion initiatives |
|
|
(141,003 |
) |
|
|
|
(170,907 |
) |
Add: |
|
|
|
|
|
|
|
|
|
Proceeds on the sale of property, plant and equipment |
|
|
5,767 |
|
|
|
|
29,337 |
|
|
|
|
|
|
|
Standardized
distributable cash
(1) |
|
|
302,909 |
|
|
|
|
376,051 |
|
Unfunded long-term incentive plan compensation |
|
|
8,496 |
|
|
|
|
(22,699 |
) |
|
|
|
|
|
|
Distributable
cash from continuing operations
(1) |
|
$ |
311,405 |
|
|
|
$ |
353,352 |
|
|
|
|
|
Cash distributions declared |
|
$ |
246,485 |
|
|
|
$ |
447,001 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Per diluted unit information: |
|
|
|
|
|
|
|
|
|
Cash distributions declared |
|
$ |
1.96 |
|
|
|
$ |
3.56 |
|
Standardized
distributable cash
(1) |
|
$ |
2.41 |
|
|
|
$ |
3.00 |
|
Distributable
cash from continuing operations
(1) |
|
$ |
2.48 |
|
|
|
$ |
2.81 |
|
|
|
|
|
(1) Non-GAAP measure. See page 38.
Upgrade capital expenditures allow the Trust to maintain its existing service levels. These
expenditures consist of betterments and replacements to existing assets and capitalized costs
relating to the underlying support infrastructure. The upgrade capital expenditure strategy of
Precision also involves costs that are charged directly to the income statement. These costs are
related to the scheduled maintenance and certification processes within the various operating
divisions. The level of these expenditures is driven by activity levels and can be scaled back in
times of low activity without jeopardizing the long-term productive capacity of Precision and its
underlying assets.
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
|
|
|
|
(Stated in thousands of Canadian dollars) |
|
2007 |
|
|
|
2006 |
|
|
|
|
|
Cash provided by continuing operations (A) |
|
$ |
484,115 |
|
|
|
$ |
609,744 |
|
Net earnings (B) |
|
$ |
345,776 |
|
|
|
$ |
579,589 |
|
Distributions declared (C) |
|
$ |
276,667 |
|
|
|
$ |
471,524 |
|
|
|
|
|
Excess of cash provided by operations over
distributions declared (A-C) |
|
$ |
207,448 |
|
|
|
$ |
138,220 |
|
|
|
|
|
Excess of net earnings over distributions declared (B-C) |
|
$ |
69,109 |
|
|
|
$ |
108,065 |
|
|
|
|
|
The Trust maintains a strong balance sheet and has sufficient debt facilities to manage
short-term funding needs as well as planned equipment additions. Part of the debt management
strategy involves retaining sufficient funds from available distributable cash to finance upgrade
capital expenditures as well as working capital needs. Planned asset growth will generally be
financed through existing debt facilities or cash retained from continuing operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Stated in thousands of Canadian dollars except per unit amounts) |
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Units outstanding |
|
|
125,757,924 |
|
|
|
|
125,757,924 |
|
|
|
125,461,303 |
|
Year-end unit price |
|
$ |
15.09 |
|
|
|
$ |
27.00 |
|
|
$ |
38.38 |
|
|
|
|
|
|
|
Units at market |
|
$ |
1,897,687 |
|
|
|
$ |
3,395,464 |
|
|
$ |
4,815,205 |
|
Long-term debt |
|
|
119,826 |
|
|
|
|
140,880 |
|
|
|
96,838 |
|
Less: Working capital |
|
|
(140,374 |
) |
|
|
|
(166,484 |
) |
|
|
(152,754 |
) |
|
|
|
|
|
|
Enterprise value |
|
$ |
1,877,139 |
|
|
|
$ |
3,369,860 |
|
|
$ |
4,759,289 |
|
|
|
|
|
Precision carried a long-term debt to enterprise value ratio of 0.06 at December 31, 2007. This
represents a slight increase over the 2006 ratio of 0.04.
29
QUARTERLY FINANCIAL SUMMARY
(Stated in thousands of Canadian dollars, except per diluted unit
amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2007 |
|
Q1 |
|
|
Q2 |
|
|
Q3 |
|
|
Q4 |
|
|
Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
410,542 |
|
|
$ |
122,005 |
|
|
$ |
227,928 |
|
|
$ |
248,726 |
|
|
$ |
1,009,201 |
|
Operating earnings (1) |
|
|
178,179 |
|
|
|
27,074 |
|
|
|
73,402 |
|
|
|
77,696 |
|
|
|
356,351 |
|
Earnings from continuing operations |
|
|
158,067 |
|
|
|
25,722 |
|
|
|
69,702 |
|
|
|
89,329 |
|
|
|
342,820 |
|
Per diluted unit |
|
|
1.26 |
|
|
|
0.20 |
|
|
|
0.55 |
|
|
|
0.71 |
|
|
|
2.73 |
|
Net earnings |
|
|
158,067 |
|
|
|
25,722 |
|
|
|
72,658 |
|
|
|
89,329 |
|
|
|
345,776 |
|
Per diluted unit |
|
|
1.26 |
|
|
|
0.20 |
|
|
|
0.58 |
|
|
|
0.71 |
|
|
|
2.75 |
|
Cash provided by continuing operations |
|
|
156,298 |
|
|
|
229,073 |
|
|
|
20,270 |
|
|
|
78,474 |
|
|
|
484,115 |
|
Distributions to unitholders declared |
|
$ |
71,682 |
|
|
$ |
56,591 |
|
|
$ |
49,046 |
|
|
$ |
99,348 |
|
|
$ |
276,667 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended December 31, 2006 |
|
Q1 |
|
|
Q2 |
|
|
Q3 |
|
|
Q4 |
|
|
Year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
536,408 |
|
|
$ |
223,569 |
|
|
$ |
349,558 |
|
|
$ |
328,049 |
|
|
$ |
1,437,584 |
|
Operating earnings (1) |
|
|
245,909 |
|
|
|
74,543 |
|
|
|
142,431 |
|
|
|
132,396 |
|
|
|
595,279 |
|
Earnings from continuing operations |
|
|
224,183 |
|
|
|
88,303 |
|
|
|
133,552 |
|
|
|
126,474 |
|
|
|
572,512 |
|
Per diluted unit |
|
|
1.79 |
|
|
|
0.70 |
|
|
|
1.06 |
|
|
|
1.01 |
|
|
|
4.56 |
|
Net earnings |
|
|
224,183 |
|
|
|
88,303 |
|
|
|
139,667 |
|
|
|
127,436 |
|
|
|
579,589 |
|
Per diluted unit |
|
|
1.79 |
|
|
|
0.70 |
|
|
|
1.11 |
|
|
|
1.01 |
|
|
|
4.62 |
|
Cash provided by continuing operations |
|
|
40,940 |
|
|
|
339,619 |
|
|
|
74,952 |
|
|
|
154,233 |
|
|
|
609,744 |
|
Distributions to unitholders declared |
|
$ |
101,623 |
|
|
$ |
111,681 |
|
|
$ |
116,785 |
|
|
$ |
141,435 |
|
|
$ |
471,524 |
|
|
(1) Non-GAAP measure. See page 38.
The Canadian drilling industry is subject to seasonality with activity peaking during the winter
months in the fourth and first quarters. As temperatures rise in the spring, the ground thaws and
becomes unstable. Government road bans severely restrict activity in the second quarter before
equipment is moved for summer drilling programs in the third quarter. These seasonal trends
typically lead to quarterly fluctuations in operating results and working capital requirements.
FOURTH QUARTER DISCUSSION
Throughout 2007 Precision has experienced lower equipment utilization resulting in lower
quarterly revenues from the prior year comparative quarter. The decline in natural gas well
spending by producers has curtailed oilfield service activity at a time when record rig capacity
exists in the WCSB. The result for the service sector in Canada was low equipment utilization and
increasingly competitive pricing throughout the year. Overall the business environment for
oilfield services in western Canada for 2007 was challenging as market conditions and
fundamentals were depressed. Precisions expanding market presence in the United States land
drilling market helped to mitigate the lower activity and earnings in Canada.
Revenue of $249 million and operating earnings of $78 million in the fourth quarter of 2007
represented decreases of 24% and 41% respectively compared to the same period in 2006. Operating
earnings have declined by more than revenue due to a reduction in industry utilization rates and
a more competitive customer pricing environment.
Net earnings in the fourth quarter of 2007 were $89 million compared with $127 million in 2006, a
decrease of $0.30 per diluted unit. Fourth quarter 2007 net earnings benefited from a future
income tax recovery of $20 million associated with enacted Canadian federal income tax rate
reductions and was lowered by an
asset write down charge of $7 million for decommissioned rigs and $5 million expense for salaried
personnel reductions. Adjusted for the $12 million increase in net earnings from these items, the
current quarter represented a decrease of $0.40 per diluted unit or
39% over the prior year.
30
Contract Drilling Services segment revenue of $175 million and operating earnings of $69 million
decreased by 22% and 33% respectively in the fourth quarter of 2007 compared to the same period
in 2006. Average customer pricing was 12% lower in 2007 compared to the fourth quarter of 2006.
Drilling rig operating days, spud to rig release, for Precision in Canada in the fourth quarter
of 2007 were 7,612, a decrease of 20% compared with 9,568 in the same quarter in 2006.
Utilization declined to 34% in the fourth quarter of 2007 compared with 43% a year ago. Lower
activity and lower average day rates were partially offset by lower daily costs as Precision
continued to tightly monitor spending. United States land drilling operations contributed 12% of
the segments current quarter revenue while LRG Catering followed Canadian industry trends and
experienced a decline in revenue of 35% over the prior year.
Completion and Production Services segment revenue of $78 million and operating earnings of $17
million decreased by 28% and 57% respectively in the fourth quarter of 2007 compared to the same
period in 2006. Precisions service rig operating hours during the fourth quarter of 2007 were
86,416 compared to 109,737 in 2006, a decrease of 21%. The reduction was a result of lower demand
as customers scaled back well completion work in-line with drilling activity and moderated
spending on production maintenance of existing wells, particularly natural gas wells. New well
completions accounted for 33% of service rig operating hours in the fourth quarter compared to
39% in 2006. Lower customer demand and the resulting competitive bidding environment led to a
price reduction of 10% compared to the prior year. Demand for rental equipment followed industry
trends as revenue in the quarter was 25% lower than the fourth quarter of 2006 while revenue for
the snubbing division was down 27% and the wastewater treatment division was lower by 1%.
Total operating costs increased from 47% of revenue in the fourth quarter of 2006 to 51% in 2007
due to lower customer pricing and fixed overhead costs. Operating costs remained highly variable
to activity levels and, in the quarter, service rig costs per hour were unchanged while drilling
rig costs per day were lower by 7%.
General and administrative expense for the fourth quarter was $19 million, a decrease of $4
million from the same period in 2006. The decrease was due primarily to lower employee incentive
compensation costs offset by charges associated with workforce reductions in early November 2007.
Depreciation and amortization expense in the fourth quarter of 2007 was $25 million, which
included a charge of $7 million for decommissioned assets, compared with $18 million in the same
period of 2006. Although Canadian rig utilization in the quarter was lower by about 20% compared
to 2006 the utilization impact was offset by a higher cost base for active rigs.
The Trusts effective income tax rate on earnings before income taxes for fiscal 2007 was 8%,
before enacted tax rate reductions, compared to 6% for 2006. Compared to a corporate income tax
rate, the low effective income tax rate is primarily the result of the income trust structure
shifting all or a portion of the income tax burden of the Trust to its unitholders.
During the fourth quarter of 2007 the Government of Canada enacted legislation reducing federal
income tax rates to 15% by 2012. The enacted tax rate reductions resulted in a $20 million future
income tax recovery in the fourth quarter of 2007.
In the fourth quarter of 2007 capital expenditures were $38 million, a decrease of $35 million
over the same period in 2006. Capital spending for the quarter included $9 million in upgrade and
$29 million in expansion initiatives.
Fourth quarter monthly cash distributions declared were $0.13 per diluted unit for aggregate
quarterly cash distributions declared of $49 million or $0.39 per unit. In addition the Trust
declared a special year-end distribution of $50 million or $0.40 per unit settled $0.24 per unit
in-kind and $0.16 per unit in cash. The special in-kind distribution was made to minimize
debt levels and retain balance sheet strength to fund planned asset growth.
31
CRITICAL ACCOUNTING ESTIMATES, NEW ACCOUNTING STANDARDS AND BUSINESS RISKS
CRITICAL ACCOUNTING ESTIMATES
This Managements Discussion and Analysis of Precisions financial condition and results of
operations is based on Precisions consolidated financial statements which are prepared in
accordance with Canadian GAAP. These principles differ in certain respects from U.S. GAAP and
these differences are described and quantified in Note 16 to the consolidated financial
statements.
The Trusts significant accounting policies are described in Note 2 to the consolidated financial
statements. The preparation of the financial statements requires that certain estimates and
judgments be made that affect the reported assets, liabilities, revenues and expenses. These
estimates and judgments are based on historical experience and on various other assumptions that
are believed to be reasonable under the circumstances. Anticipating future events cannot be done
with certainty, therefore, these estimates may change as new events occur, more experience is
acquired and as the Trusts operating environment changes.
Following are the accounting estimates believed to require the most difficult, subjective or
complex judgments and which are the most critical to Precisions reporting of results of
operations and financial positions.
Allowance for Doubtful Accounts Receivable
Precision performs ongoing credit evaluations of its customers and grants credit based upon past
payment history, financial condition and anticipated industry conditions. Customer payments are
regularly monitored and a provision for doubtful accounts is established based upon specific
situations and overall industry conditions. Precisions history of bad debt losses has been
within expectations and generally limited to specific customer circumstances. However, given the
cyclical nature of the oil and natural gas industry in Canada and the inherent risk of
successfully finding hydrocarbon reserves, a customers ability to fulfill its payment
obligations can change suddenly and without notice. In cases where creditworthiness is uncertain,
services are provided on receipt of cash in advance, on receipt of a letter of credit, on deposit
of monies in trust or services are declined.
Impairment of Long-lived Assets
Long-lived assets, which include property, plant and equipment, intangibles and goodwill,
comprise the majority of Precisions assets. The carrying value of these assets is periodically
reviewed for impairment or whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. This requires Precision to forecast future cash flows to
be derived from the utilization of these assets based upon assumptions about future business
conditions and technological developments. Significant, unanticipated changes to these
assumptions could require a provision for impairment in the future. During the fourth quarter of
2007, Precision completed its assessment and concluded that there was no impairment of the
carrying value.
32
Depreciation and Amortization
Precisions property, plant and equipment and its intangible assets are depreciated and amortized
based upon estimates of useful lives and salvage values. These estimates may change as more
experience is gained, market conditions shift or new technological advancements are made.
Income Taxes
The Trust and its subsidiaries follow the liability method which takes into account the
differences between financial statement treatment and tax treatment of certain transactions,
assets and liabilities. Future tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Valuation allowances are
established to reduce future tax assets when it is more likely than not that some portion or all
of the asset will not be realized. Estimates of future taxable income and the continuation of
ongoing prudent tax planning arrangements have been considered in assessing the utilization of
available tax losses. Changes in circumstances and assumptions and clarifications of uncertain
tax regimes may require changes to the valuation allowances associated with Precisions future
tax assets.
The business and operations of Precision are complex and Precision has executed a number of
significant financings, business combinations, acquisitions and dispositions over the course of
its history. The computation of income taxes payable as a result of these transactions involves
many complex factors as well as Precisions interpretation of relevant tax legislation and
regulations. Precisions management believes that the provision for income tax is adequate.
Long-term Incentive Plan Compensation
The Trust instituted an annual long-term incentive plan which compensates officers and key
employees through cash payments at the end of a three-year term. The compensation includes two
components, a retention award and a performance award. The performance component is based on
growth over the three-year term measured against targets as determined by the Compensation
Committee of Precision. As a result of actual results in the subsequent years, the accrued amount
for the performance component may be reduced or increased.
NEW ACCOUNTING STANDARDS
The Canadian Institute of Chartered Accountants issued certain new accounting standards which
will be in effect for fiscal years beginning on or after January 1, 2008 for recognition and
measurement of inventories and disclosure of information regarding capital management.
|
|
Section 3031, Inventories, provides guidance on measurement and disclosure of inventories.
This section also provides guidance on the determination of cost and recognition in the financial
statements. |
|
|
|
Section 1535, Capital Disclosures, establishes standards for disclosing quantitative and
qualitative information regarding objectives, policies and processes for managing capital. |
The Trust does not expect that the adoption of these standards will have a material impact on the
consolidated financial statements.
33
In January 2006 the Canadian Accounting Standards Board (AcSB) announced its decision to
replace Canadian GAAP with International Financial Reporting Standards (IFRS) for all Canadian
Publicly Accountable Enterprises (PAE). PAE include listed companies and any other
organizations that are responsible to large or diverse groups of stakeholders, including
non-listed financial institutions, securities dealers and many cooperative enterprises. The goal
of IFRS is to improve financial reporting internationally by establishing a single set of high
quality, consistent, and comparable reporting standards.
To allow affected companies sufficient time to prepare for the transition, the AcSB announced a
five-year transition period, with a changeover date of January 1, 2011, effective for fiscal
years beginning on or after that date.
Although many elements of Canadian GAAP and IFRS are similar, Precision expects its transition to
IFRS to take considerable effort. Precision has commenced its assessment of and planning for the
impacts of
IFRS on its financial reporting processes.
BUSINESS RISKS
The discussion of risk that follows is not a complete representation. Additional information
related to risks are disclosed in the 2007 Annual Information Form with SEDAR and available at
www.sedar.com. Refer to the Cautionary Statement Regarding Forward-Looking Information and
Statements on page 39.
Certain activities of Precision are affected by factors that are beyond its control or influence.
The drilling rig, camp and catering, service rig, snubbing, wastewater treatment, rentals, and
related service businesses and activities of Precision in Canada and the drilling rig, camp and
catering and rentals businesses and activities of Precision in the United States are directly
affected by fluctuations in the levels of exploration, development and production activity
carried on by its customers which, in turn, is dictated by numerous factors, including world
energy prices and government policies. The addition, elimination or curtailment of government
regulations and incentives could have a significant impact on the oil and gas business in Canada
and the United States. These factors could lead to a decline in the demand for Precisions
services, resulting in a material adverse effect on revenues, cash flows, earnings and cash
distributions to unitholders. The majority of Precisions operating costs are variable in nature
which minimizes the impact of downturns on its operational results.
Crude Oil and Natural Gas Prices
Precisions revenue, cash flow and earnings are substantially dependent upon, and affected by,
the level of activity associated with oil and natural gas exploration and production. Both
short-term and long-term trends in oil and natural gas prices affect the level of such activity.
Oil and natural gas prices and, therefore, the level of drilling, exploration and production
activity have been volatile over the past few years and likely will continue to be volatile.
Military, political, weather, economic and other events in certain parts of the world, including
initiatives by the Organization of Petroleum Exporting Countries or other major petroleum
exporting countries, may affect both the demand for, and the supply of, oil and natural gas.
North American petroleum service activity is largely focused on natural gas. Weather conditions,
governmental regulation (both in Canada and elsewhere), levels of consumer demand, the
availability of pipeline capacity, storage levels and other factors beyond Precisions control
may also affect the supply of and demand for oil and natural gas and thus lead to future price
volatility. Precision believes that any prolonged reduction in oil and natural gas prices would
depress the level of exploration and production activity. Lower oil and natural gas prices could
also cause Precisions customers to seek to terminate, renegotiate or fail to honour drilling
contracts with Precision which could affect the fair market value of its rig fleet which in turn
could trigger a write down for accounting purposes, Precisions ability to retain skilled rig
personnel, and Precisions ability to obtain access to capital to finance and grow its
businesses. There can be no assurance that the future level of demand for Precisions services or
future conditions in the oil and natural gas industry will not decline.
34
Workforce Availability
Precisions ability to provide reliable services is dependent upon the availability of
well-trained, experienced crews to operate its field equipment. Precision must also balance the
requirement to maintain a skilled workforce with the need to establish cost structures that
fluctuate with activity levels.
Within Precision, the most experienced people are retained during periods of low utilization by
having them fill lower level positions on field crews. Precision has established training
programs for employees new to the oilfield service sector and works closely with industry
associations to ensure competitive compensation levels and to attract new workers to the industry
as required. Many of Precisions businesses regularly
experience manpower shortages in peak operating periods.
Business is Seasonal
In Canada, the level of activity in the oilfield service industry is influenced by seasonal
weather patterns. During the spring months, wet weather and the spring thaw make the ground
unstable. Consequently, municipalities and provincial transportation departments enforce road
bans that restrict the movement of rigs and other heavy equipment, thereby reducing activity
levels and placing an increased level of importance on the location of Precisions equipment
prior to imposition of road bans. The timing and length of road bans is dependant upon the
weather conditions leading to the spring thaw and the weather conditions during the thawing
period.
Additionally, certain oil and natural gas producing areas are located in sections of the WCSB
that are inaccessible, other than during the winter months, because the ground surrounding or
containing the drilling sites in these areas consists of terrain known as muskeg. Until the
muskeg freezes, the rigs and other necessary equipment cannot cross the terrain to reach the
drilling site. Precisions business results depend, at least in part, upon the severity and
duration of the Canadian winter.
Technology
Complex drilling programs for the exploration and development of remaining conventional and
unconventional oil and natural gas reserves in North America demand high performance drilling
rigs. The ability of drilling rig service providers to meet this demand will depend on continuous
improvement of existing rig technology such as drive systems, control systems, automation, mud
systems and top drives to improve drilling efficiency. Precisions ability to deliver equipment
and services that are more efficient is critical to continued success. There is no assurance that
competitors will not achieve technological improvements which are more advantageous, timely or
cost effective than improvements developed by Precision.
Customer Merger and Acquisition Activity
Merger and acquisition activity in the oil and natural gas exploration and production sector can
impact demand for Precisions services as customers focus on internal reorganization activities
prior to committing funds to significant drilling and maintenance projects.
Competitive Industry
The oilfield services industry in which Precision operates is, and will continue to be, very
competitive. There is no assurance that Precision will be able to continue to compete
successfully or that the level of competition and pressure on pricing will not affect its
margins.
Capital Overbuild in the Drilling Industry
As at December 31, 2007 there were about 900 industry drilling rigs in Canada and about 2,160
marketed drilling rigs in the United States. There is no assurance that the level of demand for
drilling rigs in the future will be able to support the size of the current industry drilling rig
fleet in Canada and the United States. Any decline in demand for drilling services within the
services industry, directly or indirectly related to the current drilling rigs available, could
also lead to a decline in the demand for Precisions services, resulting in a material adverse
effect on Precisions revenues, cash flows, earnings and cash distributions to unitholders.
35
Tax Consequences of Previous Transactions Completed by Precision
The business and operations of Precision prior to completion of the Plan of Arrangement were
complex
and Precision has executed a number of significant financings, business combinations,
acquisitions and dispositions over the course of its history. The computation of income taxes
payable as a result of those transactions involves many complex factors as well as Precisions
interpretation of relevant tax legislation and regulations. Precisions management believes that
the provision for income tax is adequate and in accordance with GAAP and applicable legislation
and regulations. However, there are a number of tax filing positions that can still be the
subject of review by taxation authorities who may successfully challenge Precisions
interpretation of the applicable tax legislation and regulations, with the result that additional
taxes could be payable by Precision and the amount payable, before interest and penalties, could
be up to $300 million. Any increase in Precisions tax liability would reduce the funds available
for distributions.
Subsequent to year end Precision received, from a provincial taxing authority, Notices of
Reassessment relating to a prior period tax filing position for $55 million. The income tax
related portion of the reassessments is $36 million and is included in the $300 million tax
contingency disclosed in Note 20 to the financial statements. Precision is of the opinion that
the provincial tax authoritys position is without merit and will be challenging these
reassessments.
Credit Risk
Precisions accounts receivable are with customers involved in the oil and natural gas industry,
whose revenues may be impacted by fluctuations in commodity prices. Although collection of these
receivables could be influenced by economic factors affecting this industry, management considers
the risk of a significant loss due to uncollectible receivables to be remote at this time.
Capital Expenditures
The timing and amount of capital expenditures by Precision will directly affect the amount of
cash available for distribution to unitholders. The cost of equipment has escalated over the past
several years as a result of, among other things, high input costs. There is no assurance that
Precision will be able to recover higher capital costs through rate increases to its customers,
in which case cash distributions may be reduced.
Access to Additional Financing
Precision may find it necessary in the future to obtain additional debt or equity financing
through the Trust to support ongoing operations, to undertake capital expenditures or undertake
acquisitions or other business combination transactions. There can be no assurance that
additional financing will be available to Precision when needed or on terms acceptable to
Precision. Precisions inability to raise financing to support ongoing operations or to fund
capital expenditures or acquisitions or other business combination transactions could limit
Precisions growth and may have a material adverse effect upon Precision.
Taxation of Distributions
In June 2007 the Government of Canadas Bill C-52 Budget Implementation Act 2007 was enacted and
included legislative provisions that impose a tax on certain distributions from publicly traded
specified investment flow-through (SIFT) trusts at a rate equal to the applicable federal
corporate tax rate plus a provincial SIFT tax factor. After the enactment of federal tax rate
reductions in December 2007 the combined SIFT tax would be 29.5% in 2011, reducing to 28% in 2012.
Precision will be a SIFT trust on the earlier of January 1, 2011 or the first day after it
exceeds the normal growth guidelines announced by the federal Department of Finance on December
15, 2006.
Environmental
There is growing concern about the apparent connection between the burning of fossil fuels and
climate change. The issue of energy and the environment has created intense public debate in
Canada and
around the world in recent years that is likely to continue for the foreseeable future and could
potentially have a significant impact on all aspects of the economy including the demand for
hydrocarbons and the resulting lower demand for Precisions services.
36
U.S. Dollar Exchange Exposure
Precisions operations in the United States have revenue, expenses, assets and liabilities
denominated in U.S. dollars. As a result Precisions income statement, balance sheet and
statement of cash flow are impacted by changes in exchange rates between Canadian and U.S.
currencies in three main aspects.
|
|
Translation of U.S. Currency Assets and Liabilities to Canadian Dollars |
|
|
|
For Precisions integrated operations, non-monetary assets and liabilities are recorded in
the financial statements at the exchange rate in effect at the time of the acquisition or
expenditure. As a result the book value of these assets and liabilities are not impacted by
changes in exchange rates. Monetary assets and liabilities are converted at the exchange rate in
effect at the balance sheet dates, and the unrealized gains and losses are shown on the
statements of earnings as Foreign exchange. Precision has a net monetary asset position for its
U.S. operations, which are U.S. dollar based. As a result, if the Canadian dollar strengthens
versus the U.S. dollar, Precision will incur a foreign exchange loss from translation of net
monetary assets; |
|
|
|
Translation of U.S. Currency Statement of Earnings Items to Canadian Dollars |
|
|
|
Precisions United States operations generate revenue and incur expenses in U.S. dollars and
the U.S. dollar based earnings are converted into Canadian dollars for purposes of financial
statement consolidation and reporting. The conversion of the U.S. dollar based revenue and
expenses to a Canadian dollar basis does not result in a foreign exchange gain or loss but does
result in lower or higher net earnings from United States operations than would have occurred had
the exchange rate not changed. If the Canadian dollar strengthens against the U.S. dollar, the
Canadian dollar equivalent of net earnings from United States operations will be negatively
impacted. Precision does not currently hedge any of its exposure related to the translation of
United States based earnings into Canadian dollars; and |
|
|
|
Transaction Exposure |
|
|
|
The majority of Precisions United States operations are transacted in U.S. dollars.
Transactions for Precisions Canadian operations are primarily
transacted in Canadian dollars.
However, Precision occasionally purchases goods and supplies in U.S. dollars. These transactions
and foreign exchange exposure would not typically have a material impact on the Canadian
operations financial results. |
Safety Risk
Standards for the prevention of incidents in the oil and gas industry are governed by service
company safety policies and procedures, accepted industry safety practices, customer specific
safety requirements, and health and safety legislation. The safety policies and procedures
adopted by Precision meet or exceed those imposed by industry, customers or legislation.
Precision maintains a safety program which reinforces workplace safety through training,
observation and communication. Precisions drilling and well servicing businesses are highly
competitive with numerous competitors. A key factor considered by Precisions customers in
selecting oilfield service providers is safety. Precisions safety record in North America,
backed by the experience of its employees and the quality of its equipment, differentiates
Precision from its oilfield service competitors. Deterioration in Precisions safety performance
could result in a decline in the demand for Precisions services and could have a material
adverse effect on its revenues, cash flows, profitability and funds available for cash
distributions.
Dependence on Third Party Suppliers
Precision sources certain key rig components, raw materials, equipment and component parts from a
variety of suppliers located in Canada, the United States and overseas. Precision also outsources
some or all services for the construction of drilling and service rigs. While alternate suppliers
exist for most of these components, materials, equipment, parts and services, cost increases,
delays in delivery due to high activity or unforeseen circumstances may be experienced. Precision
maintains relationships with a number of key suppliers and contractors, maintains an inventory of
key components, materials, equipment and parts and orders long lead time components in advance.
However, if the current or alternate suppliers are unable to provide or deliver the necessary
components, materials, equipment, parts and services, any resulting delays by Precision in the
provision of services to its customers may have a material adverse effect on Precisions
business, results of operations, prospects and funds available for cash distributions.
37
DISCLOSURE CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are designed to provide reasonable assurance that information
required to be disclosed in reports filed with, or submitted to, securities regulatory
authorities is recorded, processed, summarized and reported within the time periods specified
under Canadian and United States securities laws. The information is accumulated and communicated
to management, including the principal executive officer and principal financial and accounting
officer, to allow timely decisions regarding required disclosure.
As of December 31, 2007, an evaluation was carried out, under the supervision of and with the
participation of management, including the principal executive officer and principal financial
and accounting officer, of the effectiveness of Precisions disclosure controls and procedures as
defined under the rules adopted by the Canadian securities regulatory authorities and by the
United States Securities and Exchange Commission. Based on that evaluation, the principal
executive officer and principal financial and accounting officer concluded that the design and
operation of Precisions disclosure controls and procedures were effective as at December 31,
2007.
During the fourth quarter of 2007, there were no changes in internal control over financial
reporting that materially affected, or are reasonably likely to materially affect, Precisions
internal control over financial reporting.
NON-GAAP MEASURES
Precision uses certain measures that are not recognized under Canadian generally accepted
accounting principles to assess performance and believe these non-GAAP measures provide useful
supplemental information to investors. Following are the non-GAAP measures Precision uses in
assessing performance.
Operating Earnings
Management believes that in addition to net earnings, operating earnings as reported in the
Consolidated Statements of Earnings and Retained Earnings (Deficit) is a useful supplemental
measure as it provides an indication of the results generated by Precisions principal business
activities prior to consideration of how those activities are financed or how the results are
taxed.
Standardized Distributable Cash, Distributable Cash from Continuing Operations, Standardized
Distributable Cash per Diluted Unit and Distributable Cash from Continuing Operations per Diluted
Unit
Management believes that in addition to cash provided by continuing operations, standardized
distributable cash and distributable cash from continuing operations are useful supplemental
measures. They provide an indication of the funds available for distribution to unitholders after
consideration of the impacts of capital expenditures and long-term unfunded contractual
obligations. In prior years, instead of deducting total capital expenditures in the calculation
of distributable cash, Precision only excluded upgrade capital but as a result of new guidance
expansion capital is now also deducted.
Precisions method of calculating these measures may differ from other entities and, accordingly,
may not be comparable to measures used by other entities. Investors should be cautioned that
these measures should not be construed as an alternative to measures determined in accordance
with GAAP as an indicator of Precisions performance.
38
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION AND STATEMENTS
This Annual Report contains certain forward-looking information and statements, including
statements relating to matters that are not historical facts and statements of our beliefs,
intentions and expectations about developments, results and events which will or may occur in the
future, which constitute forward-looking information within the meaning of applicable Canadian
securities legislation and forward-looking statements within the meaning of the safe harbor
provisions of the United States Private Securities Litigation Reform Act of 1995 (collectively
the forward-looking information and statements). Forward-looking information and statements are
typically identified by words such as anticipate, could, should, expect, seek, may,
intend, likely, will, plan, estimate, believe and similar expressions suggesting
future outcomes or statements regarding an outlook.
Forward-looking information and statements are included throughout this Annual Report including
under the headings Overview and Outlook, Dynamics of the Oilfield Services Industry,
Precisions Development, Financial Results, Critical Accounting Estimates, New Accounting
Standards and Business Risks and Disclosure Controls and Procedures and include, but are not
limited to statements with respect to: 2008 expected cash provided by continuing operations; 2008
capital expenditures, including the amount and nature thereof; 2008 distributions on Trust Units
and payments on Exchangeable Units; performance of the oil and natural gas industry, including
oil and natural gas commodity prices and supply and demand; expansion, consolidation and other
development trends of the oil and natural gas industry; demand for and status of drilling rigs
and other equipment in the oil and natural gas industry; costs and financial trends for companies
operating in the oil and natural gas industry; world population and energy consumption trends;
our business strategy, including the 2008 strategy and outlook for our business segments;
expansion and growth of our business and operations, including diversification of our earnings
base, safety and operating performance, the size and capabilities of our drilling and service rig
fleet, our market share and our position in the markets in which we operate; demand for our
products and services; our management strategy, including transitions in executive roles; labour
shortages; climatic conditions; the maintenance of existing customer, supplier and partner
relationships; supply channels; accounting policies and tax liabilities; expected payments
pursuant to contractual obligations; the prospective impact of recent or anticipated regulatory
changes; financing strategy and compliance with debt covenants; credit risks; and other such
matters.
39
All such forward-looking information and statements are based on certain assumptions and analyses
made by us in light of our experience and perception of historical trends, current conditions and
expected future developments, as well as other factors we believe are appropriate in the
circumstances. These statements are, however, subject to known and unknown risks and
uncertainties and other factors. As a result, actual results, performance or achievements could
differ materially from those expressed in, or implied by, these forward-looking information and
statements and, accordingly, no assurance can be given that any of the events anticipated by the
forward-looking information and statements will transpire or occur, or if any of them do so, what
benefits will be derived therefrom. These risks, uncertainties and other factors include, among
others: the impact of general economic conditions in Canada and the United States; world energy
prices and government policies; industry conditions, including the adoption of new environmental,
taxation and other laws and regulations and changes in how they are interpreted and enforced; the
impact of initiatives by the Organization of Petroleum Exporting Countries and other major
petroleum exporting countries; the ability of oil and natural gas companies to access external
sources of debt and equity capital; the effect of weather conditions on operations and
facilities; the existence of operating risks inherent in well servicing, contract drilling and
ancillary oilfield services; volatility of oil and natural gas prices; oil and natural gas
product supply and demand; risks inherent in the ability to generate sufficient cash flow from
operations to meet current and future obligations; increased competition; consolidation among our
customers; risks associated with technology; political uncertainty, including risks of war,
hostilities, civil insurrection, instability or acts of terrorism; the lack of availability of
qualified personnel or management; credit risks; increased costs of operations, including costs
of equipment; fluctuations in interest rates; stock market volatility; safety performance;
foreign operations; foreign currency exposure; dependence on third party suppliers; opportunities
available to or pursued by us; and other factors, many of which are beyond our control.
These risk factors are discussed in the Annual Information Form and Form 40-F on file with the
Canadian securities commissions and the United States Securities and Exchange Commission and
available on SEDAR at www.sedar.com and the website of the U.S. Securities and Exchange
Commission at www.sec.gov, respectively. Except as required by law, Precision Drilling Trust,
Precision Drilling Limited Partnership and Precision Drilling Corporation disclaim any intention
or obligation to update or revise any forward-looking information or statements, whether as a
result of new information, future events or otherwise.
The forward-looking information and statements contained in this Annual Report are expressly
qualified by this cautionary statement.
40
Precision Drilling Trust
FINANCIAL REPORTING
MANAGEMENTS REPORT TO THE UNITHOLDERS
The accompanying consolidated financial statements and all information in the Annual Report are
the responsibility of management. The consolidated financial statements have been prepared by
management in accordance with the accounting policies in the notes to the consolidated financial
statements. When necessary, management has made informed judgments and estimates in accounting
for transactions which were not complete at the balance sheet date. In the opinion of management,
the consolidated financial statements have been prepared within acceptable limits of materiality,
and are in accordance with Canadian generally accepted accounting principles (GAAP) appropriate
in the circumstances. The financial information elsewhere in the Annual Report has been reviewed
to ensure consistency with that in the consolidated financial statements.
Management has prepared the Managements Discussion and Analysis (MD&A). The MD&A is based upon
Precision Drilling Trusts (the Trust) financial results prepared in accordance with Canadian
GAAP. The MD&A compares the audited financial results for the years ended December 31, 2007 to
December 31, 2006 and the years ended December 31, 2006 to
December 31, 2005. Note 16 to the
consolidated financial statements describes the impact on the consolidated financial statements
of significant differences between Canadian and United States GAAP.
Management is responsible for establishing and maintaining adequate internal control over the
Trusts financial reporting. Internal control over financial reporting is a process designed to
provide reasonable assurance regarding the reliability of financial reporting and the preparation
of consolidated financial statements for external reporting purposes in accordance with generally
accepted accounting principles. Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial
statement preparation and presentation. Also, projections of any evaluation of effectiveness to
future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
41
Under the supervision and with direction from our principal executive officer and principal
financial and accounting officer, management conducted an evaluation of the effectiveness of the
Trusts internal control over financial reporting. Managements evaluation of internal control
over financial reporting was based on the Internal Control Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this
evaluation, management concluded that the Trusts internal control over financial reporting was
effective as of December 31, 2007. Also management determined that there were no material
weaknesses in the Trusts internal control over financial reporting as of December 31, 2007.
KPMG LLP, an independent firm of Chartered Accountants, was engaged, as approved by a vote of
unitholders at the Trusts most recent annual meeting, to audit the consolidated financial
statements and provide an independent professional opinion.
KPMG LLP completed an assessment of the effectiveness of the Trusts internal control over
financial reporting as of December 31, 2007 as stated in their report included herein and
expressed an unqualified opinion on the effectiveness of internal control over financial
reporting as of December 31, 2007.
The Audit Committee of the Board of Directors, which is comprised of three independent directors
who are not employees of the Trust, provides oversight to the financial reporting process.
Integral to this process is the Audit Committees review and discussion with management and the
external auditors of the quarterly and annual financial statements and reports prior to their
respective release. The Audit Committee is also responsible for
reviewing and discussing with management and the external auditors major issues as to the
adequacy of the Trusts internal controls. The consolidated financial statements have been
approved by the Board of Trustees on the recommendation of the Board of Directors of Precision
Drilling Corporation and its Audit Committee.
|
|
|
|
|
|
Kevin A. Neveu
|
|
Doug J. Strong |
Chief Executive Officer
|
|
Chief Financial Officer |
Precision Drilling Corporation,
|
|
Precision Drilling Corporation, |
Administrator to Precision Drilling Trust
|
|
Administrator to Precision Drilling Trust |
|
March 20, 2008
|
|
March 20, 2008 |
42
Precision Drilling Trust
AUDITORS REPORT TO THE UNITHOLDERS
To the
Unitholders of Precision Drilling Trust
We have audited the consolidated balance sheets of Precision Drilling Trust (the Trust) as at
December 31, 2007 and 2006 and the consolidated statements of earnings and retained earnings
(deficit) and cash flow for each of the years in the three-year period ended December 31, 2007.
These financial statements are the responsibility of the Trusts management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with Canadian generally accepted auditing standards. With
respect to the consolidated financial statements for the years ended December 31, 2007 and 2006,
we also conducted our audits in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement
presentation.
In our opinion, these consolidated financial statements present fairly, in all material respects,
the financial position of the Trust as at December 31, 2007 and 2006 and the results of its
operations and its cash flow for each of the years in the three-year period ended December 31,
2007 in accordance with Canadian generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Trusts internal control over financial reporting as of December 31,
2007, based on the criteria established in Internal Control Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO), and our report dated March 20, 2008
expressed an unqualified opinion on the effectiveness of the Trusts internal control over
financial reporting.
Chartered Accountants
Calgary, Canada
March 20, 2008
43
Precision Drilling Trust
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Precision Drilling Corporation, as Administrator to Precision
Drilling Trust and the Unitholders of Precision Drilling Trust
We have audited Precision Drilling Trust (the Trust)s internal control over financial
reporting as of December 31, 2007, based on the criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). The Trusts management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of internal control
over financial reporting, included in the accompanying Managements Report to the Unitholders.
Our responsibility is to express an opinion the Trusts internal control over financial reporting
based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects. Our audit included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed
risk. Our audit also included performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
An entitys internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles. An
entitys internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the entity; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the entity are being made only in accordance with authorizations of management
and directors of the entity; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the
entitys assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Trust maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2007, based on the criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
We also have conducted our audits on the consolidated financial statements in accordance with
Canadian generally accepted auditing standards. With respect to the years ended December 31, 2007
and 2006, we also have conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Our report dated March 20, 2008 expressed an
unqualified opinion on those consolidated financial statements.
Chartered Accountants
Calgary, Canada
March 20, 2008
44
Precision Drilling Trust
CONSOLIDATED BALANCE SHEETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
(Stated in thousands of Canadian dollars) |
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
(Note 19) |
|
$ |
256,616 |
|
|
|
$ |
354,671 |
|
Income taxes recoverable |
|
|
|
|
|
|
5,952 |
|
|
|
|
8,701 |
|
Inventory |
|
|
|
|
|
|
9,255 |
|
|
|
|
9,073 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
271,823 |
|
|
|
|
372,445 |
|
Property, plant and equipment, net of accumulated depreciation |
|
(Note 4) |
|
|
1,210,587 |
|
|
|
|
1,107,617 |
|
Intangibles, net of accumulated amortization of $593 (2006 $503) |
|
|
|
|
|
|
318 |
|
|
|
|
375 |
|
Goodwill |
|
|
|
|
|
|
280,749 |
|
|
|
|
280,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,763,477 |
|
|
|
$ |
1,761,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND UNITHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Bank indebtedness |
|
(Note 5) |
|
$ |
14,115 |
|
|
|
$ |
36,774 |
|
Accounts payable and accrued liabilities |
|
(Note 19) |
|
|
80,864 |
|
|
|
|
130,202 |
|
Distributions payable |
|
(Note 6) |
|
|
36,470 |
|
|
|
|
38,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
131,449 |
|
|
|
|
205,961 |
|
Long-term incentive plan payable |
|
|
|
|
|
|
13,896 |
|
|
|
|
22,699 |
|
Long-term debt |
|
(Note 7) |
|
|
119,826 |
|
|
|
|
140,880 |
|
Future income taxes |
|
(Note 8) |
|
|
181,633 |
|
|
|
|
174,571 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
446,804 |
|
|
|
|
544,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
(Notes 12 and 20) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unitholders equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Unitholders capital |
|
(Note 9(b)) |
|
|
1,442,476 |
|
|
|
|
1,412,294 |
|
Contributed surplus |
|
(Note 9(c)) |
|
|
307 |
|
|
|
|
|
|
Deficit |
|
|
|
|
|
|
(126,110 |
) |
|
|
|
(195,219 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,316,673 |
|
|
|
|
1,217,075 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,763,477 |
|
|
|
$ |
1,761,186 |
|
|
|
|
|
See accompanying notes to consolidated financial statements.
Approved by the Board of Trustees:
|
|
|
|
|
|
Robert J.S. Gibson
|
|
Patrick M. Murray |
Trustee
|
|
Trustee |
45
Precision Drilling Trust
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Stated in thousands of Canadian dollars, except per unit amounts) |
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
$ |
1,009,201 |
|
|
|
$ |
1,437,584 |
|
|
$ |
1,269,179 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
|
|
|
|
516,094 |
|
|
|
|
688,207 |
|
|
|
641,805 |
|
General and administrative |
|
|
|
|
|
|
56,032 |
|
|
|
|
81,217 |
|
|
|
76,397 |
|
Depreciation and amortization |
|
(Note 4) |
|
|
78,326 |
|
|
|
|
73,234 |
|
|
|
71,561 |
|
Foreign exchange |
|
|
|
|
|
|
2,398 |
|
|
|
|
(353 |
) |
|
|
(3,474 |
) |
Reorganization costs |
|
(Note 23) |
|
|
|
|
|
|
|
|
|
|
|
17,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
652,850 |
|
|
|
|
842,305 |
|
|
|
803,801 |
|
|
|
|
|
|
|
|
|
|
|
Operating earnings |
|
|
|
|
|
|
356,351 |
|
|
|
|
595,279 |
|
|
|
465,378 |
|
Interest: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
|
|
|
|
|
7,767 |
|
|
|
|
8,800 |
|
|
|
38,735 |
|
Other |
|
|
|
|
|
|
106 |
|
|
|
|
171 |
|
|
|
558 |
|
Income |
|
|
|
|
|
|
(555 |
) |
|
|
|
(942 |
) |
|
|
(10,023 |
) |
Premium on redemption of bonds |
|
(Note 7) |
|
|
|
|
|
|
|
|
|
|
|
71,885 |
|
Loss on disposal of short-term investments |
|
(Note 24) |
|
|
|
|
|
|
|
|
|
|
|
70,992 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
(408 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations before income taxes |
|
|
|
|
|
|
349,033 |
|
|
|
|
587,658 |
|
|
|
293,231 |
|
Income taxes: |
|
(Note 8) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
(737 |
) |
|
|
|
34,526 |
|
|
|
241,402 |
|
Future |
|
|
|
|
|
|
6,950 |
|
|
|
|
(19,380 |
) |
|
|
(169,019 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6,213 |
|
|
|
|
15,146 |
|
|
|
72,383 |
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations |
|
|
|
|
|
|
342,820 |
|
|
|
|
572,512 |
|
|
|
220,848 |
|
Gain on disposal of discontinued operations, net of tax |
|
(Note 24) |
|
|
2,956 |
|
|
|
|
7,077 |
|
|
|
1,335,382 |
|
Discontinued operations, net of tax |
|
(Note 24) |
|
|
|
|
|
|
|
|
|
|
|
74,333 |
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
|
|
|
|
|
345,776 |
|
|
|
|
579,589 |
|
|
|
1,630,563 |
|
Retained earnings (deficit), beginning of year |
|
|
|
|
|
|
(195,219 |
) |
|
|
|
(303,284 |
) |
|
|
1,041,683 |
|
Adjustment on cash purchase of employee stock
options, net of tax of $22,060 |
|
(Note 23(c)) |
|
|
|
|
|
|
|
|
|
|
|
(42,087 |
) |
Reclassification from contributed surplus on cash
buy-out of employee stock options |
|
(Note 23(c)) |
|
|
|
|
|
|
|
|
|
|
|
23,215 |
|
Distribution of disposal proceeds |
|
(Note 24) |
|
|
|
|
|
|
|
|
|
|
|
(2,851,784 |
) |
Repurchase of common shares of
dissenting shareholders |
|
(Note 23(a)) |
|
|
|
|
|
|
|
|
|
|
|
(34,364 |
) |
Distributions declared |
|
(Note 6) |
|
|
(276,667 |
) |
|
|
|
(471,524 |
) |
|
|
(70,510 |
) |
|
|
|
|
|
|
|
|
|
|
Deficit, end of year |
|
|
|
|
|
$ |
(126,110 |
) |
|
|
$ |
(195,219 |
) |
|
$ |
(303,284 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit from continuing operations: |
|
(Note 13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
$ |
2.73 |
|
|
|
$ |
4.56 |
|
|
$ |
1.79 |
|
Diluted |
|
|
|
|
|
$ |
2.73 |
|
|
|
$ |
4.56 |
|
|
$ |
1.76 |
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit: |
|
(Note 13) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
|
|
|
$ |
2.75 |
|
|
|
$ |
4.62 |
|
|
$ |
13.22 |
|
Diluted |
|
|
|
|
|
$ |
2.75 |
|
|
|
$ |
4.62 |
|
|
$ |
13.00 |
|
|
|
|
|
See accompanying notes to consolidated financial statements.
46
Precision Drilling Trust
CONSOLIDATED STATEMENTS OF CASH FLOW
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Stated in thousands of Canadian dollars) |
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations |
|
|
|
|
|
$ |
342,820 |
|
|
|
$ |
572,512 |
|
|
$ |
220,848 |
|
Adjustments and other items not involving cash: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term incentive plan compensation |
|
|
|
|
|
|
(8,496 |
) |
|
|
|
22,699 |
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
78,326 |
|
|
|
|
73,234 |
|
|
|
71,561 |
|
Future income taxes |
|
|
|
|
|
|
6,950 |
|
|
|
|
(19,380 |
) |
|
|
(169,019 |
) |
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,229 |
|
Write-off of deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,664 |
|
Loss in market value of short-term investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
70,992 |
|
Amortization of deferred financing costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,453 |
|
Unrealized foreign exchange gain on long-term monetary items |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,740 |
) |
Other |
|
|
|
|
|
|
112 |
|
|
|
|
(408 |
) |
|
|
|
|
Changes in non-cash working capital balances |
|
(Note 19) |
|
|
64,403 |
|
|
|
|
(38,913 |
) |
|
|
(3,975 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
484,115 |
|
|
|
|
609,744 |
|
|
|
206,013 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations: |
|
(Note 24) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Funds provided by discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
183,330 |
|
Changes in non-cash working capital balances
of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(86,310 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
97,020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Business acquisitions, net of cash acquired |
|
(Notes 15 and 24) |
|
|
|
|
|
|
|
(16,428 |
) |
|
|
(30,421 |
) |
Purchase of property, plant and equipment |
|
|
|
|
|
|
(186,973 |
) |
|
|
|
(263,030 |
) |
|
|
(155,231 |
) |
Proceeds on sale of property, plant and equipment |
|
|
|
|
|
|
5,767 |
|
|
|
|
29,337 |
|
|
|
15,174 |
|
Proceeds on disposal of discontinued operations |
|
(Note 24) |
|
|
2,956 |
|
|
|
|
7,337 |
|
|
|
1,306,799 |
|
Proceeds on disposal of investments |
|
|
|
|
|
|
|
|
|
|
|
510 |
|
|
|
14,569 |
|
Purchase of property, plant and equipment of
discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(128,214 |
) |
Proceeds on sale of property, plant and equipment
of discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17,785 |
|
Purchase of intangibles |
|
|
|
|
|
|
(33 |
) |
|
|
|
|
|
|
|
(20 |
) |
Changes in non-cash working capital balances |
|
(Note 19) |
|
|
(13,119 |
) |
|
|
|
7,551 |
|
|
|
(2,912 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(191,402 |
) |
|
|
|
(234,723 |
) |
|
|
1,037,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions paid |
|
(Note 6) |
|
|
(249,000 |
) |
|
|
|
(444,651 |
) |
|
|
(33,875 |
) |
Repayment of long-term debt |
|
|
|
|
|
|
(99,700 |
) |
|
|
|
(204,910 |
) |
|
|
(703,970 |
) |
Increase in long-term debt |
|
|
|
|
|
|
78,646 |
|
|
|
|
248,338 |
|
|
|
96,826 |
|
Issuance of Trust units |
|
|
|
|
|
|
|
|
|
|
|
9,896 |
|
|
|
|
|
Issuance of Trust units on exercise of options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,263 |
|
Issuance of Trust units on purchase of options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,504 |
|
Distribution of disposal proceeds |
|
(Note 24) |
|
|
|
|
|
|
|
|
|
|
|
(844,334 |
) |
Cash buy-out of employee stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(64,147 |
) |
Repurchase of common shares of dissenting shareholders |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(43,299 |
) |
Issuance of common shares on exercise of options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73,930 |
|
Changes in non-cash working capital balances |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22,060 |
|
Change in bank indebtedness |
|
|
|
|
|
|
(22,659 |
) |
|
|
|
16,306 |
|
|
|
20,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(292,713 |
) |
|
|
|
(375,021 |
) |
|
|
(1,462,574 |
) |
|
|
|
|
|
|
|
|
|
|
Decrease in cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(122,012 |
) |
Cash and cash equivalents, beginning of year |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
122,012 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of year |
|
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
47
Precision Drilling Trust
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Tabular amounts are stated in thousands of Canadian dollars except unit/share numbers and per
unit/share amounts)
NOTE 1. DESCRIPTION OF BUSINESS
Precision Drilling Trust (the Trust) is a provider of contract drilling and completion and
production services to oil and natural gas exploration and production companies in Canada and the
United States.
The Trust is an unincorporated open-ended investment trust governed by the laws of Alberta and
created pursuant to the Declaration of Trust dated September 22, 2005. On September 29, 2005 the
Trust, Precision Drilling Limited Partnership (PDLP), 1194312 Alberta Ltd., 1195309 Alberta
ULC., and Precision Drilling Corporation (Precision) entered into an Arrangement Agreement
(Plan of Arrangement or the Plan) to convert Precision to an income trust. As part of the
Plan of Arrangement, on November 7, 2005 Precision Drilling Corporation and certain of its
subsidiaries amalgamated, and continued as one corporation (PDC). After giving effect to the
Plan, and related transactions, all of the shares of PDC are owned by PDLP and indirectly by the
Trust.
Prior to the Plan of Arrangement effective date of November 7, 2005 the consolidated financial
statements included the accounts of Precision, its subsidiaries and its partnerships,
substantially all of which were wholly-owned. The conversion to a trust has been accounted for on
a continuity of interest basis and accordingly, the consolidated financial statements reflect the
financial position, results of operations and cash flows as if the Trust had always carried on
the business formerly carried on by Precision.
Pursuant to the Plan of Arrangement, shareholders ultimately received either Trust units or a
combination of Trust units and exchangeable LP units of PDLP for each previously held common
share of Precision (other than dissenting shareholders, who received cash equal to the fair value
of their shares). After giving effect to the Plan, the consolidated financial statements include
the accounts of the Trust and its subsidiaries.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation
The Trusts accounting policies are in accordance with Canadian generally accepted accounting
principles (GAAP). These policies are consistent with accounting principles generally accepted
in the United States in all material respects except as outlined in Note 16.
The preparation of the consolidated financial statements requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses,
and the disclosure of contingencies. Significant estimates used in the preparation of the
financial statements include, but are not limited to, depreciation of property, plant and
equipment, valuation of long-lived assets and goodwill, allowance for doubtful accounts, accrual
for long-term incentive plan, and income taxes. Actual results could differ from these and other
estimates, the impact of which would be recorded in future periods.
(b) Principles of consolidation
The consolidated financial statements include the accounts of the Trust and its subsidiaries
substantially all of which are wholly-owned. All significant intercompany balances and
transactions have been eliminated.
The Trust does not hold investments in any companies where it exerts significant influence and
does not hold interests in any variable interest entities.
(c) Cash and cash equivalents
Cash and cash equivalents consist of cash and short-term investments with original maturities of
three months or less.
(d) Inventory
Inventory is primarily comprised of operating supplies and is carried at the lower of average
cost, being the cost to acquire the inventory, and replacement cost. Inventory is charged to
operating expenses as items are sold or consumed at the amount of the average cost of the item.
48
(e) Property, plant and equipment
Property, plant and equipment are carried at cost, including costs of direct material and labour.
Where costs are incurred to extend the useful life of property, plant and equipment or to upgrade
its capabilities, the amounts are capitalized to the related asset. Costs incurred to repair or
maintain property, plant and equipment are expensed as incurred.
Property, plant, and equipment are depreciated as follows:
|
|
|
|
|
|
|
|
|
|
|
Expected life |
|
Salvage value |
|
Basis of depreciation |
|
|
Drilling rig equipment
|
|
5,000 utilization days
|
|
20% |
|
unit-of-production |
Drill pipe and drill collars
|
|
1,500 operating days
|
|
|
|
unit-of-production |
Service rig equipment
|
|
24,000 service hours
|
|
20% |
|
unit-of-production |
Drilling rig spare equipment
|
|
15 years
|
|
|
|
straight-line |
Service rig spare equipment
|
|
10 years
|
|
|
|
straight-line |
Rental equipment
|
|
10 to 15 years
|
|
|
|
straight-line |
Other equipment
|
|
3 to 10 years
|
|
|
|
straight-line |
Light duty vehicles
|
|
4 years
|
|
|
|
straight-line |
Heavy duty vehicles
|
|
7 to 10 years
|
|
|
|
straight-line |
Buildings
|
|
10 to 20 years
|
|
|
|
straight-line |
|
(f) Intangibles
Intangibles, which are comprised primarily of patents, are recorded at cost and amortized by the
straight-line method over their useful lives of 10 years. Amortization over the next five years
is anticipated to be $93,000 per year for years one through three, $13,000 for year four and
$5,000 for year five.
(g) Goodwill
Goodwill is the amount that results when the purchase price of an acquired business exceeds the
sum of the amounts allocated to the assets acquired, less liabilities assumed, based on their
fair values. Goodwill is allocated as of the date of the business combination to the Trusts
reporting segments that are expected to benefit from the business combination.
Goodwill is not amortized and is tested for impairment annually in the fourth quarter, or more
frequently if events or changes in circumstances indicate that the asset might be impaired. The
impairment test is carried out in two steps.
In the first step, the carrying amount of the reporting segment is compared with its fair value.
When the fair value of a reporting segment exceeds its carrying amount, goodwill of the reporting
segment is considered not to be impaired and the second step of the impairment test is
unnecessary. The second step is carried out when the carrying amount of a reporting segment
exceeds its fair value, in which case the implied fair value of the reporting segments goodwill
is compared with its carrying amount to measure the amount of the impairment loss, if any. The
implied fair value of goodwill is determined in the same manner as the value of goodwill is
determined in a business combination using the fair value of the reporting segment as if it was
the purchase price. When the carrying amount of a reporting segments goodwill exceeds the
implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the
excess.
(h) Long-lived assets
On a periodic basis, management assesses the carrying value of long-lived assets for indications
of impairment. Indications of impairment include an ongoing lack of profitability and significant
changes in technology. When an
indication of impairment is present, the Trust tests for impairment by comparing the carrying
value of the asset to its net recoverable amount. If the carrying amount is greater than the net
recoverable amount, the asset is written down to its estimated fair value.
(i) Income taxes
The Trust and its subsidiaries follow the liability method of accounting for future income taxes.
Under the liability method, future income tax assets and liabilities are determined based on
temporary differences (differences between the accounting basis and the tax basis of the assets
and liabilities), and are measured using current or substantively enacted tax rates and laws
expected to apply when these differences reverse. The effect of a change in income tax rates on
future tax liabilities and assets is recognized in income in the period in which the change
occurs.
For 2007 income earned directly by PDLP is not subject to income taxes as its income is taxed
directly to the PDLP partners. The Trust is a taxable entity under the Income Tax Act (Canada)
and income earned is taxable only to the extent it is not distributed or distributable to its
holders of Trust units. In June 2007, the government of Canadas Bill C-52 Budget Implementation
Act, 2007 was enacted and included legislative provisions that impose a tax on certain
distributions from publicly traded specified investment flow-through (SIFT) trusts at a rate
equal to the applicable federal corporate tax rate
49
plus a provincial SIFT factor. Precision will
be a SIFT trust on the earlier of January 1, 2011 or the first day after it exceeds the normal
growth guidelines announced by the federal Department of Finance on December 15, 2006. The
enacted SIFT tax had no significant impact on Precisions future tax liability.
(j) Revenue recognition
The Trusts services are generally sold based upon service orders or contracts with a customer
that include fixed or determinable prices based upon daily, hourly or job rates. Customer
contract terms do not include provisions for significant post-service delivery obligations.
Revenue is recognized when services and equipment rentals are rendered and only when
collectability is reasonably assured.
(k) Employee benefit plans
At December 31, 2007, approximately 42% (2006 37%) of the employees of the Trusts
subsidiaries were enrolled in defined contribution retirement plans.
Employer contributions to defined contribution plans are expensed as employees earn the
entitlement and contributions are made.
(l) Long-term incentive plan
In 2006 the Trust instituted an annual long-term incentive plan (the LTIP) which compensates
officers and key employees through cash payments at the end of a three-year term. The
compensation is comprised of two components, a retention award and a performance award. The
retention award is a lump sum amount determined at the date of commencement in the LTIP and is
accrued and charged to earnings on a straight-line basis over the three-year term. The
performance components are based on the growth targets as determined by the Compensation
Committee of Precision and is accrued over the three-year term of the plans.
(m) Foreign currency translation
Accounts of the Trusts integrated foreign operations are translated to Canadian dollars using
average exchange rates for the month of the respective transaction for revenue and expenses.
Monetary assets and liabilities are translated at the year-end current exchange rate and
non-monetary assets and liabilities are translated using historical rates of exchange. Gains or
losses resulting from these translation adjustments are included in net earnings.
Transactions in foreign currencies are translated at rates in effect at the time of the
transaction. Monetary assets and liabilities are translated at current rates. Gains and losses
are included in net earnings.
(n) Unit-based compensation plans
An equity settled deferred trust unit plan has been established whereby non-management directors
of Precision can elect to receive all or a portion of their compensation in fully-vested deferred
trust units. Under this plan, the
number of deferred trust units are adjusted for distributions to unitholders declared prior to
redemption by issuing additional trust units based on the closing market price of Precisions
Trust units on the Toronto Stock Exchange on the immediately prior trading day. Compensation
expense is recognized based on the current trading price of the Trust units at the date of grant
with a corresponding increase to contributed surplus. Upon redemption of the deferred trust units
into Trust units, the amount previously recognized in contributed surplus is recorded as an
increase to unitholders capital.
A cash settled deferred trust unit plan has been established whereby eligible participants of
Precisions Performance Savings Plan may elect to receive a portion of their annual performance
bonus in the form of deferred trust units (DTU). These notional units are adjusted for each
distribution to unitholders by issuing additional DTUs based on the weighted average trading
price of Trust units on the Toronto Stock Exchange for the five days immediately following the
ex-distribution date. The values of these DTUs are adjusted monthly based on the period-end
trading price of Trust units and the resulting amount is included in accounts payable and accrued
liabilities. Gains or losses resulting from these adjustments are charged to earnings.
A cash settled Deferred Signing Bonus Unit Plan has been established for the Chief Executive
Officer. Under this plan deferred trust units are vested on the date of grant and are redeemable
over a three-year period. These notional units are adjusted for each distribution to unitholders
by issuing additional DTUs based on the weighted average trading price of Trust units on the
Toronto Stock Exchange for the five days immediately following the ex-distribution date. The
values of these DTUs are adjusted monthly based on the period-end trading price of Trust units
and the resulting amount that is redeemable in the current year is included in accounts payable
and accrued liabilities and the remainder is included in long-term incentive plan payable. Gains
or losses resulting from these adjustments are charged to earnings.
50
(o) Stock-based compensation plans
The Trust had equity incentive plans in 2005 and prior periods, which are described in Note
23(c). The fair value of common share purchase options was calculated at the date of grant using
the Black-Scholes option pricing model and that value was recorded as compensation expense on a
straight-line basis over the grants vesting period with an offsetting credit to contributed
surplus. Upon exercise of the equity purchase option, the associated amount was reclassified from
contributed surplus to unitholders capital as appropriate. Consideration paid by employees upon
exercise of equity purchase options was credited to unitholders capital as appropriate.
(p) Exchangeable LP units
Exchangeable LP units are presented as equity of the Trust as their features make them
economically equivalent to Trust units.
(q) Per unit amounts
Basic per unit amounts are calculated using the weighted average number of Trust units
outstanding during the year. Diluted per unit amounts are calculated based on the treasury stock
method, which assumes that any proceeds obtained on exercise of equity based compensation
arrangements would be used to purchase Trust units at the average market price during the period.
The weighted average number of units outstanding is then adjusted by the difference between the
number of units issued from the exercise of equity based compensation arrangements and units
repurchased from the related proceeds.
NOTE 3. CHANGES IN ACCOUNTING POLICIES
(a) 2007 changes
Effective January 1, 2007 the Trust adopted new accounting standards issued by The Canadian
Institute of Chartered Accountants (CICA). The standards regarding the disclosure of
comprehensive income (Sections 1530 and 3251) require a statement of comprehensive income, which
is comprised of net earnings and other comprehensive income. The Trust does not have any amounts
that would be included in comprehensive income, therefore, comprehensive income is equivalent to
net earnings and no statement of comprehensive income is presented.
The adoption of the standards relating to the recognition, measurement, disclosure and
presentation of financial
instruments (Sections 3855 and 3861), and hedge accounting (Section 3865) did not have a material
impact on the consolidated financial statements. Upon adoption of Sections 3855 and 3861 the
Trust has designated its financial instruments into the following classifications:
|
|
Cash and cash equivalents are classified as held for trading and any period change in fair
value is recorded through net earnings; |
|
|
|
Accounts receivable are classified as loans and receivables. After their initial fair value
measurement, they are measured at amortized cost using the effective interest rate method. For
the Trust, the measured amount generally corresponds to historical cost; and |
|
|
|
Accounts payable and accrued liabilities, bank indebtedness, distributions payable and
long-term debt are classified as other financial liabilities. After their initial fair value
measurement, they are measured at amortized cost using the effective interest rate method. For
the Trust, the measured amount generally corresponds to historical cost. |
In addition, the Trust early adopted new accounting standards related to the disclosure and
presentation of financial instruments (Sections 3862 and 3863). These standards, which replace
Section 3861, provide enhanced disclosure around the nature and extent of risks arising from
financial instruments to which the entity is exposed and how the entity manages those risks.
Adoption of these standards did not have a material impact on the consolidated financial
statements.
(b) Future accounting pronouncements
Effective January 1, 2008 the Trust is required to adopt new Canadian accounting standards
relating to inventories (Section 3031) and capital disclosures (Section 1535). Section 3031 will
require inventories to be measured at the lower of cost or net realizable value and the reversal
of previously recorded write downs to realizable value when the circumstances that caused the
write down no longer exist. This new standard is not expected to have a material impact on the
Trusts financial statements. Section 1535 will require the Trust to provide additional
quantitative and qualitative information regarding its objectives, policies and processes for
managing its capital.
51
NOTE 4. PROPERTY, PLANT AND EQUIPMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Net Book |
|
2007 |
|
Cost |
|
|
Depreciation |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rig equipment |
|
$ |
1,464,145 |
|
|
$ |
485,822 |
|
|
$ |
978,323 |
|
Rental equipment |
|
|
95,435 |
|
|
|
45,917 |
|
|
|
49,518 |
|
Other equipment |
|
|
97,397 |
|
|
|
69,483 |
|
|
|
27,914 |
|
Vehicles |
|
|
76,387 |
|
|
|
27,892 |
|
|
|
48,495 |
|
Buildings |
|
|
30,614 |
|
|
|
11,494 |
|
|
|
19,120 |
|
Assets under construction |
|
|
77,096 |
|
|
|
|
|
|
|
77,096 |
|
Land |
|
|
10,121 |
|
|
|
|
|
|
|
10,121 |
|
|
|
|
|
|
$ |
1,851,195 |
|
|
$ |
640,608 |
|
|
$ |
1,210,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
Net Book |
|
2006 |
|
Cost |
|
|
Depreciation |
|
|
Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rig equipment |
|
$ |
1,294,289 |
|
|
$ |
434,491 |
|
|
$ |
859,798 |
|
Rental equipment |
|
|
94,184 |
|
|
|
40,658 |
|
|
|
53,526 |
|
Other equipment |
|
|
95,137 |
|
|
|
61,317 |
|
|
|
33,820 |
|
Vehicles |
|
|
78,675 |
|
|
|
24,461 |
|
|
|
54,214 |
|
Buildings |
|
|
29,583 |
|
|
|
9,673 |
|
|
|
19,910 |
|
Assets under construction |
|
|
76,239 |
|
|
|
|
|
|
|
76,239 |
|
Land |
|
|
10,110 |
|
|
|
|
|
|
|
10,110 |
|
|
|
|
|
|
$ |
1,678,217 |
|
|
$ |
570,600 |
|
|
$ |
1,107,617 |
|
|
In 2007 the Trust incurred $6.7 million of additional depreciation expense associated with the
reduction in the carrying amounts of assets decommissioned during the year. The assets were
decommissioned due to the inefficient nature of the asset and the high cost to maintain. The
charge is allocated $2.4 million to the Contract Drilling segment and $4.3 million to the
Completion and Production segment.
NOTE 5. BANK INDEBTEDNESS
At December 31, 2007 and 2006 the Trust had available $60.0 million and US$5.0 million under
unsecured credit facilities, of which $14.1 million had been drawn (2006 $36.8 million).
Availability of these facilities were reduced by outstanding letters of credit in the amount of
$2.0 million (2006 $4.0 million). Advances under the facilities are available at the banks
prime lending rate, U.S. base rate, U.S. Libor plus applicable margin or Bankers Acceptance plus
applicable margin, or in combination. As at December 31, 2007 and 2006 the amounts drawn under
these facilities were at the banks prime lending rate of 6% .
NOTE 6. DISTRIBUTIONS
The beneficiaries of the Trust are the holders of Trust units and the partners of PDLP are the
holders of exchangeable LP units exchangeable into units (together unitholders) of the Trust.
The monthly distributions made by the Trust to unitholders are determined by the Trustees. PDLP
earns interest income from a promissory note issued by its subsidiary PDC at a rate which is
determined by the terms of the promissory note. PDLP in substance pays distributions to holders
of exchangeable LP units in amounts equal to the distributions paid to the holders of Trust
units. All distributions are made to unitholders of record on the last business day of each
calendar month.
The Declaration of Trust provides that an amount equal to the taxable income of the Trust not
already paid to unitholders in the year will become payable on December 31 of each year such that
the Trust will not be liable for ordinary income taxes for such year.
A distribution reinvestment plan (the DRIP) was approved by the Board of Trustees in February
2006, and implemented in March 2006. The DRIP allows certain holders of Trust units, at their
option, to reinvest monthly cash distributions to acquire additional Trust units at the average
market price as defined in the DRIP. Unitholders who are not resident in Canada or hold
exchangeable LP units are not eligible to participate in the DRIP. The Trust reserved the right
to amend, suspend, or terminate the DRIP at any time. The DRIP was suspended in December 2006.
52
A summary of the distributions is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
Declared |
|
$ |
276,667 |
|
|
|
$ |
471,524 |
|
|
$ |
70,510 |
|
Paid |
|
$ |
249,000 |
|
|
$ |
444,651 |
|
|
$ |
33,875 |
|
Payable in cash at December 31 |
|
$ |
36,470 |
|
|
$ |
38,985 |
|
|
$ |
36,635 |
|
Payable in units at December 31 |
|
$ |
30,182 |
|
|
$ |
24,523 |
|
|
$ |
|
|
|
Included in the 2007 distributions declared is a special non-cash distribution of $30.2 million
($0.24 per unit) (2006 $24.5 million or $0.195 per unit). This special distribution was settled
on January 15, 2008 through the issuance of units. Immediately following the issuance of these
units, the Trust consolidated the units such that the number of Trust units remained unchanged
from the number outstanding prior to the special distribution. The exchangeable LP units received
equivalent economic treatment.
NOTE 7. LONG-TERM DEBT
Extendible revolving unsecured facility:
At December 31, 2007 and 2006 PDC, a subsidiary of the Trust, has available a three-year
revolving unsecured facility of $700.0 million (or U.S. equivalent) with a syndicate led by a
Canadian chartered bank, which is guaranteed by the Trust. The facility matures on November 2,
2009 and is renewable annually at the option of the lenders. Advances are available to PDC under
this facility either at the banks prime lending rate, U.S. base rate, U.S. Libor plus applicable
margin or Bankers Acceptance plus applicable margin or in combination. The applicable margin is
dependent on the Trusts consolidated debt to cash flow ratio and the percentage of the total
facility outstanding, which at December 31, 2007 and 2006 was 75 basis points. The facility
requires that the Trust maintain a ratio of total liabilities to total equity of less than 1:1, a
trailing 12 month ratio of consolidated debt to cash flow of less than 2.75:1 and total
distributions to unitholders of less than 100% of consolidated cash flow as defined in the
facility agreement. As at December 31, 2007, the Trust had drawn
$119.8 million (2006 $140.9
million) under this facility.
Unsecured debentures and notes:
During the fourth quarter of 2005 Precision repaid all of its outstanding debentures and notes
pursuant to the early redemption provisions of the related agreements. The difference between the
$766.7 million redemption price and the carrying value of the debentures was charged to income.
NOTE 8. INCOME TAXES
The provision for income taxes differs from that which would be expected by applying Canadian
statutory income tax rates as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations before income taxes |
|
$ |
349,033 |
|
|
|
$ |
587,658 |
|
|
$ |
293,231 |
|
Federal and provincial statutory rates |
|
|
33% |
|
|
|
|
33% |
|
|
|
34% |
|
|
|
|
|
Tax at statutory rates |
|
$ |
115,181 |
|
|
|
$ |
193,927 |
|
|
$ |
99,699 |
|
Adjusted for the effect of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-deductible expenses |
|
|
1,080 |
|
|
|
|
297 |
|
|
|
2,795 |
|
Non-deductible stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
3,216 |
|
Income to be distributed to unitholders,
not subject to tax in the Trust |
|
|
(91,013 |
) |
|
|
|
(155,354 |
) |
|
|
(23,980 |
) |
Utilization of losses and surcharge credits |
|
|
|
|
|
|
|
|
|
|
|
(10,550 |
) |
Other |
|
|
3,426 |
|
|
|
|
(2,896 |
) |
|
|
1,203 |
|
|
|
|
|
|
|
Income tax expense before tax rate reductions |
|
|
28,674 |
|
|
|
|
35,974 |
|
|
|
72,383 |
|
Reduction of future income tax balances due to
enacted tax rate reductions |
|
|
(22,461 |
) |
|
|
|
(20,828 |
) |
|
|
|
|
|
|
|
|
|
|
Income tax expense |
|
$ |
6,213 |
|
|
|
$ |
15,146 |
|
|
$ |
72,383 |
|
|
|
|
|
Effective income tax rate before enacted tax rate reductions |
|
|
8% |
|
|
|
|
6% |
|
|
|
25% |
|
|
|
|
|
53
In 2007 the federal government enacted various reductions to corporate income tax rates, that
when fully implemented over the next five years will decrease the federal corporate income tax
rate to 15% in 2012. These reductions were in addition to those introduced in 2006 that were to
reduce the federal corporate income tax rates from 21% to 18.5% by
2011. The federal corporate
capital tax was eliminated effective January 1, 2006 and the federal corporate surtax will be
eliminated in 2008. In 2006 the Province of Alberta reduced the corporate income tax rate by 1.5%
effective April 1, 2006. These and other provincial corporate income tax rate reductions have
been reflected as a reduction of future tax expense.
The net future tax liability is comprised of the tax effect of the following temporary
differences:
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
|
|
|
Future income tax liability: |
|
|
|
|
|
|
|
|
|
Property, plant and equipment and intangibles |
|
$ |
209,772 |
|
|
|
$ |
213,281 |
|
|
|
|
|
|
|
Future income tax assets: |
|
|
|
|
|
|
|
|
|
Bond redemption premium |
|
|
9,185 |
|
|
|
|
13,314 |
|
Losses |
|
|
9,128 |
|
|
|
|
9,879 |
|
Share issue costs |
|
|
817 |
|
|
|
|
1,966 |
|
Long-term incentive plan |
|
|
5,743 |
|
|
|
|
10,614 |
|
Accrued liabilities |
|
|
3,266 |
|
|
|
|
2,937 |
|
|
|
|
|
|
|
|
|
|
28,139 |
|
|
|
|
38,710 |
|
|
|
|
|
|
|
Net future income tax liability |
|
$ |
181,633 |
|
|
|
$ |
174,571 |
|
|
|
|
|
PDC and its subsidiaries have available net capital losses of $33.8 million of which, after
valuation allowances, the benefit of $33.8 million (2006 $33.4 million) has been recognized.
Net capital losses can be carried forward indefinitely.
NOTE 9. UNITHOLDERS CAPITAL
(a) Authorized |
unlimited number of voting Trust units
unlimited number of voting
exchangeable LP units |
(b) Unitholders capital
|
|
|
|
|
|
|
|
|
Trust units |
|
Number |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
Balance, November 7, 2005 |
|
|
|
|
|
$ |
|
|
Issued pursuant to the Plan |
|
|
122,512,799 |
|
|
|
1,339,646 |
|
Options exercised cash consideration |
|
|
1,676,616 |
|
|
|
8,263 |
|
reclassification from contributed surplus |
|
|
|
|
|
|
12,342 |
|
Issued for cash |
|
|
163,506 |
|
|
|
5,504 |
|
|
|
|
Balance, December 31, 2005 |
|
|
124,352,921 |
|
|
|
1,365,755 |
|
Issued pursuant to distribution reinvestment plan (Note 6) |
|
|
296,621 |
|
|
|
9,896 |
|
Issued on retraction of exchangeable LP units |
|
|
886,787 |
|
|
|
9,697 |
|
Issued and consolidated pursuant to special distribution (Note 6) |
|
|
|
|
|
|
24,480 |
|
|
|
|
Balance, December 31, 2006 |
|
|
125,536,329 |
|
|
|
1,409,828 |
|
Issued on retraction of exchangeable LP units |
|
|
51,590 |
|
|
|
574 |
|
Issued and consolidated pursuant to special distribution (Note 6) |
|
|
|
|
|
|
30,141 |
|
|
|
|
Balance, December 31, 2007 |
|
|
125,587,919 |
|
|
$ |
1,440,543 |
|
|
Trust units are redeemable at the option of the holder, at which time all rights with respect to
such units are cancelled. Upon redemption, the unitholder is entitled to receive a price per unit
equal to the lesser of 90% of the average market price of the Trusts units for the 10 trading
days just prior to the date of redemption, and the closing market price of the Trusts units on
the date of redemption. The maximum value of units that can be redeemed for cash is $50,000 per
month. Redemptions, if any, in excess of this amount are satisfied by issuing a note from PDC to
the unitholder, payable over 15 years and bearing interest at a market rate set by the Board of
Directors.
54
|
|
|
|
|
|
|
|
|
Exchangeable LP units |
|
Number |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
Balance, November 7, 2005 |
|
|
|
|
|
$ |
|
|
Issued pursuant to the Plan |
|
|
1,108,382 |
|
|
|
12,120 |
|
|
|
|
Balance, December 31, 2005 |
|
|
1,108,382 |
|
|
|
12,120 |
|
Redeemed on retraction of exchangeable LP units |
|
|
(886,787 |
) |
|
|
(9,697 |
) |
Issued and consolidated pursuant to special distribution (Note 6) |
|
|
|
|
|
|
43 |
|
|
|
|
Balance, December 31, 2006 |
|
|
221,595 |
|
|
|
2,466 |
|
Redeemed on retraction of exchangeable LP units |
|
|
(51,590 |
) |
|
|
(574 |
) |
Issued and consolidated pursuant to special distribution (Note 6) |
|
|
|
|
|
|
41 |
|
|
|
|
Balance, December 31, 2007 |
|
|
170,005 |
|
|
$ |
1,933 |
|
|
Exchangeable LP units have voting rights and were exchangeable, after May 6, 2006, for Trust
units on a one-for-one basis at the option of the holder. Holders are entitled to monthly cash
distributions equal to those paid to holders of Trust units.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
Summary as at December 31, |
|
Number |
|
|
Amount |
|
|
|
Number |
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trust units |
|
|
125,587,919 |
|
|
$ |
1,440,543 |
|
|
|
|
125,536,329 |
|
|
$ |
1,409,828 |
|
Exchangeable LP units |
|
|
170,005 |
|
|
|
1,933 |
|
|
|
|
221,595 |
|
|
|
2,466 |
|
|
|
|
|
|
|
Unitholders capital |
|
|
125,757,924 |
|
|
$ |
1,442,476 |
|
|
|
|
125,757,924 |
|
|
$ |
1,412,294 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(c) Contributed surplus |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
|
|
Unit based compensation expense (Note 10(c)) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2007 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
307 |
|
|
|
|
|
NOTE 10. UNIT BASED COMPENSATION PLANS
(a) Officers
and Employees
Eligible participants of Precisions Performance Savings Plan may elect to receive a portion of
their annual performance bonus in the form of deferred trust units (DTUs). These notional units
are redeemable in cash and are adjusted for each distribution to unitholders by issuing
additional DTUs based on the weighted average trading price on the Toronto Stock Exchange for the
five days immediately following the ex-distribution date. All DTUs must be redeemed within 60
days of ceasing to be an employee of Precision or by the end of the second full calendar year
after the receipt of the DTUs.
During 2007, Precision issued 87,340 DTUs, including additional DTUs issued in lieu of cash
distributions and redeemed 10,611 DTUs on employee resignations and employee withdrawals. As at
December 31, 2007 $1.2 million is included in accounts payable and accrued liabilities for
outstanding DTUs. Included in net earnings for the year ended December 31, 2007 is a recovery of
$0.8 million.
(b)
Executive
In 2007 Precision instituted a Deferred Signing Bonus Unit Plan for its Chief Executive Officer.
Under the plan 178,336 notional DTUs were granted on September 1, 2007. The units are redeemable
one-third annually beginning September 1, 2008 and are settled for cash based on the Trust unit
trading price on redemption. The number of notional DTUs is adjusted for each distribution to
unitholders by issuing additional notional DTUs based on the weighted average trading price on
the Toronto Stock Exchange for the five days immediately following the ex-distribution date. As
at December 31, 2007 $0.9 million is included in accounts payable and accrued liabilities and $1.9
million in long-term incentive plan payable for the 182,372 outstanding DTUs. Included in net
earnings for the year ended December 31, 2007 is an expense of
$2.8 million.
(c)
Non-management directors
In 2007 a deferred trust unit plan was established for non-management directors. Under the plan
fully vested deferred trust units are granted quarterly based upon an election by the
non-management director to receive all or a portion of their compensation in deferred trust
units. Distributions to unitholders declared by the Trust prior to redemption are reinvested into
additional deferred trust units on the date of distribution. These deferred trust units are
redeemable into an equal number of Trust units any time after the directors retirement.
55
A summary of this unit based incentive plan is presented below:
|
|
|
|
|
|
|
Deferred |
|
|
|
Trust Units |
|
|
|
Outstanding |
|
|
|
|
|
|
|
Balance, December 31, 2006 |
|
|
|
|
Granted |
|
|
17,855 |
|
Issued as a result of distributions |
|
|
425 |
|
|
|
|
|
Balance, December 31, 2007 |
|
|
18,280 |
|
|
For the year ended December 31, 2007 the Trust expensed $307,000 as unit based compensation, with
a corresponding increase in contributed surplus.
NOTE 11. EMPLOYEE BENEFIT PLANS
The Trust has registered pension plans covering a significant number of its employees.
(a) Defined contribution plan
Under the defined contribution plan, the Trust matches individual contributions up to 5% of the
employees compensation. Total expense under the defined contribution plan in 2007 was $5.3
million (2006 $5.5 million; 2005 $8.5 million), of which $nil (2006 $nil; 2005 $3.2
million) relates to discontinued operations.
(b) Retirement allowance
The Trust had entered into an employment agreement with a senior officer, which provided for a
one-time payment upon retirement. The amount of this retirement allowance increased by a fixed
amount for each year of service over a ten year period commencing April 30, 1996. The estimated
cost of this benefit was being accrued and charged to earnings on a straight-line basis over the
ten year period. During the year ended December 31, 2005, the Trust charged $201,000 and paid
$2.9 million as final settlement of this liability.
NOTE 12. COMMITMENTS
The Trust has commitments for operating lease agreements, primarily for vehicles and office
space, in the aggregate amount of $22.6 million. Payments over the next five years are as
follows:
|
|
|
|
|
|
|
|
|
|
|
2008 |
|
$ |
7,754 |
|
2009 |
|
|
6,329 |
|
2010 |
|
|
5,078 |
|
2011 |
|
|
3,463 |
|
2012 |
|
|
16 |
|
|
Rent expense included in the statements of earnings is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing |
|
|
Discontinued |
|
|
|
|
|
|
Operations |
|
|
Operations |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
$ |
3,838 |
|
|
$ |
|
|
|
$ |
3,838 |
|
2006 |
|
|
4,189 |
|
|
|
|
|
|
|
4,189 |
|
2005 |
|
|
3,836 |
|
|
|
11,983 |
|
|
|
15,819 |
|
|
NOTE 13. PER UNIT AMOUNTS
The following table summarizes the units, adjusted retroactively for a 2 for 1 stock split on May
18, 2005, used in calculating earnings per unit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Stated in thousands) |
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
Weighted average units outstanding basic
|
|
|
125,758 |
|
|
|
|
125,545 |
|
|
|
123,304 |
|
Effect of stock options and other equity
compensation plans |
|
|
2 |
|
|
|
|
|
|
|
|
2,108 |
|
|
|
|
|
|
|
Weighted average units outstanding diluted |
|
|
125,760 |
|
|
|
|
125,545 |
|
|
|
125,412 |
|
|
|
|
|
56
NOTE 14. SIGNIFICANT CUSTOMERS
During the year ended December 31, 2007 one customer (2006 and 2005 no customers) accounted
for approximately 10% of the Trusts revenue and year-end trade accounts receivable balance.
NOTE 15. BUSINESS ACQUISITIONS
Acquisitions have been accounted for by the purchase method with results of operations acquired
included in the consolidated financial statements from the closing date of acquisition.
Acquisitions relating to discontinued operations are reflected in Note 24.
On August 17, 2006, the Trust acquired all of the shares of Terra Water Group Ltd. (Terra), a
privately owned provider of wastewater treatment units for the traditional drilling rig camp
market in western Canada. The Terra operations are included in the Completion and Production
Services segment. The details of the acquisition are as follows:
|
|
|
|
|
Net assets acquired at assigned values: |
|
|
|
|
Working
capital (1) |
|
$ |
207 |
|
Property, plant and equipment |
|
|
3,168 |
|
Goodwill (no tax basis) |
|
|
13,922 |
|
Long-term debt |
|
|
(614 |
) |
Future income taxes |
|
|
(212 |
) |
|
|
|
|
|
|
$ |
16,471 |
|
|
Consideration: |
|
|
|
|
Cash |
|
$ |
16,471 |
|
|
(1) Working capital includes cash of $43
NOTE 16. UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
These financial statements have been prepared in accordance with Canadian GAAP which conform with
United States generally accepted accounting principles (U.S. GAAP) in all material respects,
except as follows:
(a)
Income taxes
Precision adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48)
Accounting for Uncertainty in Income Taxes, for the fiscal year beginning January 1, 2007. The
implementation of FIN 48 did not have a material impact on Precisions U.S. GAAP reconciliation
and no adjustment has been made to the January 1, 2007 deficit balance.
On December 31, 2007 Precision had $44.4 million (2006 $40.0 million) of unrecognized tax
benefits that, if recognized, would have a favourable impact on Precisions effective income tax
rate in future periods. Precision classifies interest accrued on unrecognized tax benefits and
income tax penalties as income tax expense. Included in the unrecognized tax benefit as at
December 31, 2007 is interest and penalties of $7.0 million (2006 $3.2 million). Under FIN 48,
unrecognized tax benefits are classified as current or long-term liabilities as opposed to future
income tax liabilities.
Reconciliation of unrecognized tax benefits
|
|
|
|
|
Year ended December 31, |
|
2007 |
|
|
Unrecognized tax benefits, beginning of year
|
|
$ |
40,047 |
|
Additions: |
|
|
|
|
Prior years tax positions |
|
|
5,770 |
|
Reductions: |
|
|
|
|
Prior years tax positions |
|
|
(1,410 |
) |
|
|
|
|
Unrecognized tax benefits, end of year |
|
$ |
44,407 |
|
|
It is anticipated that approximately $8.4 million of an unrecognized tax position that relates to
past reorganization activities will be realized during the next 12 months and has been classified
as a current liability. Subject to the results of audit examinations by taxing authorities and/or
legislative changes by taxing jurisdictions, Precision does not anticipate further adjustments of
unrecognized tax positions during the next 12 months that would have a material impact on the
consolidated financial statements.
57
Precision and its subsidiaries are subject to federal, regional and local taxes in Canada, the
United States and other international jurisdictions. Precision has substantially settled all
Canadian, U.S. and international income tax matters for taxation years ending before 2000.
In 2000 the Trust adopted the liability method of accounting for future income taxes without
restatement of prior years. As a result, the Trust recorded an adjustment to retained earnings
and future tax liability in the amount of $70.0 million at
January 1, 2000. U.S. GAAP requires the
use of the liability method prescribed in the Statement of Financial Accounting Standards (SFAS)
No. 109, which substantially conforms to the Canadian GAAP accounting standard adopted in 2000.
Application of U.S. GAAP in years prior to 2000 would have resulted in $70.0 million of
additional goodwill being recognized at January 1, 2000 as opposed to an implementation adjustment
to retained earnings allowed under Canadian GAAP. Prior to 2002 goodwill was amortized under
Canadian and U.S. GAAP. As a result, $7.0 million of amortization was recorded on the additional
goodwill in 2000 and 2001 under U.S. GAAP. In 2006 and 2007 the U.S. GAAP financial statements
reflect an increase in goodwill of $63.0 million and a corresponding increase in retained
earnings.
(b) Equity settled unit based compensation
As described in Note 10(c), the Trust has initiated an equity settled unit based compensation
plan for non-management directors. Trust units issued upon settlement of this plan are redeemable
(see Note 16(d)) therefore under U.S. GAAP the plan is accounted for as a liability based award.
The liability is re-measured, until settlement, at the end of each reporting period with the
resultant change being charged or credited to the statement of earnings as compensation expense.
(c) Stock-based compensation
In 2004, under Canadian GAAP, the Trust adopted the fair value of accounting for stock-based
compensation with restatement of prior years for share purchase options granted after January 1,
2002. U.S. GAAP allows the use of either the intrinsic method, as prescribed by Accounting
Principles Board (APB) Opinion 25, or the fair value
method as prescribed by SFAS 123. Where
companies elect to use the intrinsic method, disclosure of the impact of using the fair value
method is required.
Application of the intrinsic method in accordance with APB Opinion 25 would have resulted in an
increase in net earnings of $21.3 million for 2005 with a corresponding increase in unitholders
equity. Had the Trust determined compensation based on the fair value at the date of grant for
its options under SFAS 123, net earnings in accordance with U.S. GAAP would have decreased to
$1,588.5 million in 2005. Basic earnings per unit/share would have been $12.88 in 2005.
Under Financial Accounting Standards Board (FASB) Interpretation No. 44 (FIN 44) Accounting
for Certain Transactions Involving Stock Compensation, compensation expense is required to be
recognized on certain modifications to stock-based compensation plans. During the year ended
December 31, 2005, employee stock options (options) were subjected to a variety of changes or
restructurings which included accelerated vesting, repricing on the date of conversion to an
income trust to reflect the distribution of disposal consideration to Precisions shareholders
just prior to conversion, or repurchase for cash depending on elections made by the option
holders. Under Canadian GAAP, even with repricing, the options were treated as equity awards and
were not accounted for under a variable accounting method. However, under U.S. GAAP, the
accelerated vesting represents a restructuring in the form of a modification that would result in
a new measurement of compensation expense on the date of the modification to the date of exercise
using the intrinsic method. For award repricing, this restructuring only results in additional
expense provided that the aggregate intrinsic value of the awards immediately after the change is
not greater than that immediately before, and the ratio of exercise price per unit/share to the
market value per unit/share is not reduced. To the extent that both criteria are not met, the
awards are accounted for under ABP Opinion 25 as a variable award from the date of restructuring
to the date the award was exercised. For restructuring in the form of cash buy-out of the
options, the intrinsic value was charged to retained earnings under Canadian GAAP, however, under
U.S. GAAP the amount was charged to earnings.
(d) Redemption of Trust units
Under the Declaration of Trust, Trust units are redeemable at any time on demand by the
unitholder for cash and
notes (see Note 9). Under U.S. GAAP, the amount included on the consolidated balance sheet for
unitholders equity would be moved to temporary equity and recorded at an amount equal to the
redemption value of the Trust units as at the balance sheet date. The same accounting treatment
would be applicable to the exchangeable LP units. The redemption value of the Trust units and the
exchangeable LP units is determined with respect to the trading value of the Trust units as at
each balance sheet date, and the amount of the redemption value is classified as temporary
equity. Changes (increases and decreases) in the redemption value during a period results in a
change to temporary equity and is charged to retained earnings.
58
(e) Recently issued accounting pronouncements
In December 2007, FASB issued SFAS 160, Non-controlling Interest in Consolidated Financial
Statements. The statement clarifies the classification of non-controlling interests in the
financial statements and the accounting for and reporting of transactions between the reporting
entity and the holders of the non-controlling interests. The statement is effective for fiscal
years beginning after December 15, 2008, and will be effective for the Trusts December 31, 2009
year end. At this time management does not expect this statement to have a material impact on the
consolidated financial statements.
In December 2007, FASB issued SFAS 141(R), Business Combinations. The statement requires most
identifiable assets, liabilities, non-controlling interests and goodwill acquired in a business
combination be recorded at fair value. In addition the new standard requires all business
combinations be accounted for by applying the acquisition method and that all transaction costs
be expensed as incurred. The statement is applicable for all business combinations occurring in
fiscal years beginning after December 15, 2008 and will be effective for the Trusts December 31,
2009 year end.
In February 2007 FASB issued SFAS 159, The Fair Value Option for Financial Assets and Liabilities
including an amendment of FASB Statement No. 115. The statement provides entities with an
irrevocable option to report selected financial assets and liabilities at fair value. The
objective is to improve financial reporting by reducing both the complexity in accounting and the
volatility in earnings caused by differences in existing accounting rules. The new standard is
effective for fiscal years beginning after November 15, 2007 and will be effective for the
Trusts December 31, 2008 year end. The effective date for SFAS 157 as it relates to fair value
measurement requirements for non-financial assets and liabilities that are not re-measured at
fair value on a recurring basis has been deferred to fiscal years beginning after December 31,
2008. Management does not expect this statement to have a material impact on the consolidated
financial statements.
On September 15, 2006 FASB issued SFAS 157, Fair Value Measurements. The statement provides
enhanced guidance for using fair value to measure assets and liabilities, but does not expand the
use of fair value in any new circumstances. The new standard is effective for fiscal years
beginning after November 15, 2007 and will be effective for the
Trusts December 31, 2008 year
end. Management does not expect this statement to have a material impact on the consolidated
financial statements.
The application of U.S. GAAP accounting principles would have the following impact on the
consolidated financial statements:
Consolidated Statements of Earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from continuing operations under Canadian GAAP |
|
$ |
342,820 |
|
|
|
$ |
572,512 |
|
|
$ |
220,848 |
|
Adjustments under U.S. GAAP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity-based compensation expense |
|
|
35 |
|
|
|
|
|
|
|
|
11,229 |
|
Cash buy-out of options |
|
|
|
|
|
|
|
|
|
|
|
(22,119 |
) |
Intrinsic value recognized on options exercised and/or repriced |
|
|
|
|
|
|
|
|
|
|
|
(2,270 |
) |
|
|
|
|
|
|
Earnings from continuing operations under U.S. GAAP |
|
|
342,855 |
|
|
|
|
572,512 |
|
|
|
207,688 |
|
|
|
|
|
|
|
Earnings from discontinued operations under Canadian GAAP |
|
|
2,956 |
|
|
|
|
7,077 |
|
|
|
1,409,715 |
|
Adjustments under U.S. GAAP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
10,109 |
|
Cash buy-out of options |
|
|
|
|
|
|
|
|
|
|
|
(19,968 |
) |
Intrinsic value recognized on options exercised and/or repriced |
|
|
|
|
|
|
|
|
|
|
|
(11,796 |
) |
|
|
|
|
|
|
Earnings from discontinued operations under U.S. GAAP |
|
|
2,956 |
|
|
|
|
7,077 |
|
|
|
1,388,060 |
|
|
|
|
|
|
|
Net earnings and comprehensive income under U.S. GAAP |
|
$ |
345,811 |
|
|
|
$ |
579,589 |
|
|
$ |
1,595,748 |
|
|
|
|
|
Earnings from continuing operations per unit under U.S. GAAP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.73 |
|
|
|
$ |
4.56 |
|
|
$ |
1.68 |
|
Diluted |
|
$ |
2.73 |
|
|
|
$ |
4.56 |
|
|
$ |
1.66 |
|
Earnings per unit under U.S. GAAP: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.75 |
|
|
|
$ |
4.62 |
|
|
$ |
12.94 |
|
Diluted |
|
$ |
2.75 |
|
|
|
$ |
4.62 |
|
|
$ |
12.72 |
|
|
|
|
|
59
Consolidated Statements of Retained Earnings (Deficit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings (deficit) under U.S. GAAP, beginning
of year |
|
$ |
(1,873,490 |
) |
|
|
$ |
(3,167,045 |
) |
|
$ |
1,133,030 |
|
Net earnings under U.S. GAAP |
|
|
345,811 |
|
|
|
|
579,589 |
|
|
|
1,595,748 |
|
Distributions declared |
|
|
(276,667 |
) |
|
|
|
(471,524 |
) |
|
|
(70,510 |
) |
Distribution of disposal proceeds |
|
|
|
|
|
|
|
|
|
|
|
(2,851,784 |
) |
Repurchase of common shares of dissenting shareholders |
|
|
|
|
|
|
|
|
|
|
|
(34,364 |
) |
Opening temporary equity on conversion to an income trust |
|
|
|
|
|
|
|
|
|
|
|
(2,560,709 |
) |
Change in redemption value of temporary equity |
|
|
1,453,448 |
|
|
|
|
1,185,490 |
|
|
|
(378,456 |
) |
|
|
|
|
|
|
Deficit under U.S. GAAP, end of year |
|
$ |
(350,898 |
) |
|
|
$ |
(1,873,490 |
) |
|
$ |
(3,167,045 |
) |
|
|
|
|
Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
As at December 31, |
|
As reported |
|
|
U.S. GAAP |
|
|
|
As reported |
|
|
U.S. GAAP |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
$ |
271,823 |
|
|
$ |
271,823 |
|
|
|
$ |
372,445 |
|
|
$ |
372,445 |
|
Property, plant and equipment |
|
|
1,210,587 |
|
|
|
1,210,587 |
|
|
|
|
1,107,617 |
|
|
|
1,107,617 |
|
Intangibles |
|
|
318 |
|
|
|
318 |
|
|
|
|
375 |
|
|
|
375 |
|
Goodwill |
|
|
280,749 |
|
|
|
343,778 |
|
|
|
|
280,749 |
|
|
|
343,778 |
|
|
|
|
|
|
|
|
|
$ |
1,763,477 |
|
|
$ |
1,826,506 |
|
|
|
$ |
1,761,186 |
|
|
$ |
1,824,215 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
$ |
131,449 |
|
|
$ |
140,117 |
|
|
|
$ |
205,961 |
|
|
$ |
205,961 |
|
Long-term incentive plan payable |
|
|
13,896 |
|
|
|
13,896 |
|
|
|
|
22,699 |
|
|
|
22,699 |
|
Long-term debt |
|
|
119,826 |
|
|
|
119,826 |
|
|
|
|
140,880 |
|
|
|
140,880 |
|
Future income taxes |
|
|
181,633 |
|
|
|
137,226 |
|
|
|
|
174,571 |
|
|
|
174,571 |
|
Other long-term liabilities |
|
|
|
|
|
|
36,011 |
|
|
|
|
|
|
|
|
|
|
Temporary equity |
|
|
|
|
|
|
1,730,328 |
|
|
|
|
|
|
|
|
3,153,594 |
|
Unitholders capital |
|
|
1,442,476 |
|
|
|
|
|
|
|
|
1,412,294 |
|
|
|
|
|
Contributed surplus |
|
|
307 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deficit |
|
|
(126,110 |
) |
|
|
(350,898 |
) |
|
|
|
(195,219 |
) |
|
|
(1,873,490 |
) |
|
|
|
|
|
|
|
|
$ |
1,763,477 |
|
|
$ |
1,826,506 |
|
|
|
$ |
1,761,186 |
|
|
$ |
1,824,215 |
|
|
|
|
|
NOTE 17. SEGMENTED INFORMATION
The Trust operates primarily in Canada, in two industry segments; Contract Drilling Services and
Completion and Production Services. Contract Drilling Services includes drilling rigs,
procurement and distribution of oilfield supplies, camp and catering services, and manufacture,
sale and repair of drilling equipment. Completion and Production Services includes service rigs,
snubbing units, wastewater treatment units, and oilfield equipment rental.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract |
|
|
Completion and |
|
|
|
|
|
|
|
|
|
|
|
|
Drilling |
|
|
Production |
|
|
Corporate |
|
|
Inter-segment |
|
|
|
|
2007 |
|
Services |
|
|
Services |
|
|
and Other |
|
|
Eliminations |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
694,340 |
|
|
$ |
327,471 |
|
|
$ |
|
|
|
$ |
(12,610 |
) |
|
$ |
1,009,201 |
|
Operating earnings |
|
|
284,754 |
|
|
|
100,596 |
|
|
|
(28,999 |
) |
|
|
|
|
|
|
356,351 |
|
Depreciation and amortization |
|
|
43,120 |
|
|
|
31,421 |
|
|
|
3,785 |
|
|
|
|
|
|
|
78,326 |
|
Total assets |
|
|
1,282,865 |
|
|
|
457,587 |
|
|
|
23,025 |
|
|
|
|
|
|
|
1,763,477 |
|
Goodwill |
|
|
172,440 |
|
|
|
108,309 |
|
|
|
|
|
|
|
|
|
|
|
280,749 |
|
Capital expenditures |
|
|
159,004 |
|
|
|
26,772 |
|
|
|
1,230 |
|
|
|
|
|
|
|
187,006 |
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract |
|
|
Completion and |
|
|
|
|
|
|
|
|
|
|
|
|
Drilling |
|
|
Production |
|
|
Corporate |
|
|
Inter-segment |
|
|
|
|
2006 |
|
Services |
|
|
Services |
|
|
and Other |
|
|
Eliminations |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
1,009,821 |
|
|
$ |
441,017 |
|
|
$ |
|
|
|
$ |
(13,254 |
) |
|
$ |
1,437,584 |
|
Operating earnings |
|
|
473,624 |
|
|
|
163,119 |
|
|
|
(41,464 |
) |
|
|
|
|
|
|
595,279 |
|
Depreciation and amortization |
|
|
38,573 |
|
|
|
32,013 |
|
|
|
2,648 |
|
|
|
|
|
|
|
73,234 |
|
Total assets |
|
|
1,198,284 |
|
|
|
507,510 |
|
|
|
55,392 |
|
|
|
|
|
|
|
1,761,186 |
|
Goodwill |
|
|
172,440 |
|
|
|
108,309 |
|
|
|
|
|
|
|
|
|
|
|
280,749 |
|
Capital expenditures* |
|
|
220,397 |
|
|
|
39,273 |
|
|
|
3,360 |
|
|
|
|
|
|
|
263,030 |
|
|
|
|
|
* |
|
Excludes business acquisitions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contract |
|
|
Completion and |
|
|
|
|
|
|
|
|
|
|
|
|
Drilling |
|
|
Production |
|
|
Corporate |
|
|
Inter-segment |
|
|
|
|
2005 |
|
Services |
|
|
Services |
|
|
and Other |
|
|
Eliminations |
|
|
Total |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
916,221 |
|
|
$ |
369,667 |
|
|
$ |
|
|
|
$ |
(16,709 |
) |
|
$ |
1,269,179 |
|
Operating earnings |
|
|
404,385 |
|
|
|
121,643 |
|
|
|
(60,650 |
) |
|
|
|
|
|
|
465,378 |
|
Depreciation and amortization |
|
|
39,233 |
|
|
|
27,402 |
|
|
|
4,926 |
|
|
|
|
|
|
|
71,561 |
|
Total assets |
|
|
1,159,687 |
|
|
|
486,701 |
|
|
|
72,494 |
|
|
|
|
|
|
|
1,718,882 |
|
Goodwill |
|
|
172,440 |
|
|
|
94,387 |
|
|
|
|
|
|
|
|
|
|
|
266,827 |
|
Capital expenditures* |
|
|
106,986 |
|
|
|
34,576 |
|
|
|
13,689 |
|
|
|
|
|
|
|
155,251 |
|
|
|
|
|
* |
|
Excludes business acquisitions |
NOTE 18. FINANCIAL INSTRUMENTS
(a) Fair value
The carrying value of accounts receivable, bank indebtedness, accounts payable and accrued
liabilities and distributions payable approximate their fair value due to the relatively short
period to maturity of the instruments. The fair value of long-term debt approximates its carrying
value as it bears floating rates.
(b) Credit risk
Accounts receivable includes balances from a large number of customers primarily operating in the
oil and gas industry. The Trust assesses the creditworthiness of its customers on an ongoing
basis as well as monitoring the amount and age of balances outstanding. Accordingly, the Trust
views the credit risks on these amounts as normal for the industry.
As at December 31, 2007 the Trusts allowance for doubtful accounts was $6.4 million (2006
$5.6 million). Included in net earnings for the year ended December 31, 2007 is a charge for $1.2
million (2006 $0.7 million) related to a provision for doubtful accounts.
(c) Interest rate risk
The Trust is exposed to interest rate risk with respect to interest expense on its credit
facilities. If interest rates applying to long-term debt during the year had been one percent
lower or higher, with all other variables held constant, earnings from continuing operations
would have changed by approximately $1.1 million (2006 $1.0 million), net of income tax.
(d) Foreign currency risk
The Trust was exposed to foreign currency fluctuations in relation to its international
operations prior to their disposal in 2005 (see Note 24). To manage a portion of this exposure,
the Trust designated US$300.0 million notes as a hedge against foreign currency fluctuations of
its investment in self-sustaining foreign operations. A net foreign
exchange gain of $10.1 million
associated with these notes was included in the cumulative translation account during 2005. The
cumulative translation account at August 31, 2005 of $24.8 million was charged to the
gain on disposal of discontinued operations in 2005.
61
NOTE 19. SUPPLEMENTAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
Interest paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
continuing operations |
|
$ |
7,870 |
|
|
|
$ |
8,929 |
|
|
$ |
43,232 |
|
discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
304 |
|
|
|
|
|
|
|
|
|
$ |
7,870 |
|
|
|
$ |
8,929 |
|
|
$ |
43,536 |
|
|
|
|
|
Income taxes paid: |
|
|
|
|
|
|
|
|
|
|
|
|
|
continuing operations |
|
$ |
4,307 |
|
|
|
$ |
207,160 |
|
|
$ |
91,496 |
|
discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
35,176 |
|
|
|
|
|
|
|
|
|
$ |
4,307 |
|
|
|
$ |
207,160 |
|
|
$ |
126,672 |
|
|
|
|
|
Components of change in non-cash working
capital balances: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
98,055 |
|
|
|
$ |
148,046 |
|
|
$ |
(171,363 |
) |
Inventory |
|
|
(182 |
) |
|
|
|
(2,038 |
) |
|
|
699 |
|
Accounts payable and accrued liabilities |
|
|
(49,338 |
) |
|
|
|
(4,736 |
) |
|
|
13,871 |
|
Income taxes |
|
|
2,749 |
|
|
|
|
(172,634 |
) |
|
|
149,906 |
|
|
|
|
|
|
|
|
|
$ |
51,284 |
|
|
|
$ |
(31,362 |
) |
|
$ |
(6,887 |
) |
|
|
|
|
The components of accounts receivable are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
|
|
|
Trade |
|
$ |
144,468 |
|
|
|
$ |
220,623 |
|
Accrued trade |
|
|
96,869 |
|
|
|
|
93,308 |
|
Prepaids and other |
|
|
15,279 |
|
|
|
|
40,740 |
|
|
|
|
|
|
|
|
|
$ |
256,616 |
|
|
|
$ |
354,671 |
|
|
|
|
|
The components of accounts payable and accrued liabilities are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
|
|
|
Accounts payable |
|
$ |
36,742 |
|
|
|
$ |
60,650 |
|
Accrued liabilities: |
|
|
|
|
|
|
|
|
|
Payroll |
|
|
28,527 |
|
|
|
|
47,001 |
|
Other |
|
|
15,595 |
|
|
|
|
22,551 |
|
|
|
|
|
|
|
|
|
$ |
80,684 |
|
|
|
$ |
130,202 |
|
|
|
|
|
NOTE 20. CONTINGENCIES
The business and operations of the Trust are complex and the Trust has executed a number of
significant financings, business combinations, acquisitions and dispositions over the course of
its history. The computation of income taxes payable as a result of these transactions involves
many complex factors as well as the Trusts interpretation of relevant tax legislation and
regulations. The Trusts management believes that the provision for income tax is adequate and in
accordance with generally accepted accounting principles and applicable legislation and
regulations. However, there are a number of tax filing positions that can still be the subject of
review by taxation authorities who may successfully challenge the Trusts interpretation of the
applicable tax legislation and regulations, with the result that additional taxes could be
payable by the Trust and the amount payable, before interest and penalties, could be up to $300
million.
Subsequent to year end Precision received, from a provincial taxing authority, Notices of
Reassessment relating to prior period tax filing positions for $55 million. The income tax
related portion of the reassessments is $36
million and is included in the tax contingency noted above. Precision is of the opinion that the
provincial tax authoritys position is without merit and will be challenging these reassessments.
The Trust, through the performance of its services, product sales and business arrangements, is
sometimes named as a defendant in litigation. The outcome of such claims against the Trust is not
determinable at this time, however, their ultimate resolution is not expected to have a material
adverse effect on the Trust.
The Trust maintains a level of insurance coverage deemed appropriate by management for matters
for which insurance coverage can be acquired.
62
NOTE 21. GUARANTEES
The Trust has entered into agreements indemnifying certain parties primarily with respect to tax
and specific third party claims associated with businesses sold by the Trust. Due to the nature
of the indemnifications, the maximum exposure under these agreements cannot be estimated. No
amounts have been recorded for the indemnities as the Trusts obligations under them are not
probable or estimable.
NOTE 22. RELATED PARTY TRANSACTIONS
During the year ended December 31, 2005 the Trust incurred a total of $6.1 million in legal fees
with a law firm for various legal matters where a director of Precision Drilling Corporation was
a partner. These transactions were incurred in the normal course of business and were recorded at
the exchange amounts.
NOTE 23. REORGANIZATION INTO A TRUST
To effect the reorganization into a trust, for the year ended December 31, 2005, the Trust
incurred $17.5 million of reorganization costs comprised as follows:
|
|
|
|
|
Severance |
|
$ |
12,600 |
|
Legal, accounting, financial advisory services and other |
|
|
4,912 |
|
|
|
|
|
|
|
$ |
17,512 |
|
|
Share capital of Precision prior to reorganization into the Trust included:
(a) Common shares
On November 7, 2005, Precision converted to an unincorporated, open-ended investment trust
pursuant to the Plan, which resulted in shareholders receiving one Trust unit or one exchangeable
LP unit or a combination thereof, for each previously held common share. Common shares held by
shareholders who dissented to the Plan were repurchased and cancelled on the effective date of
the Plan. All outstanding common share purchase options were converted to options to acquire
Trust units. The holder then had three options; exercise the options, have the Trust repurchase
them for cash using the closing market price of the Trust one day prior to cash-out, or have the
Trust repurchase the options as set-out above and use the proceeds to purchase an equivalent
number of Trust units.
|
|
|
|
|
|
|
|
|
|
|
|
Number |
|
|
|
Amount |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, December 31, 2004 |
|
|
60,790,212 |
|
|
|
$ |
1,274,967 |
|
Options exercised cash consideration |
|
|
578,346 |
|
|
|
|
24,516 |
|
reclassification from contributed surplus |
|
|
|
|
|
|
|
1,521 |
|
|
|
|
|
|
|
Balance, May 18, 2005 |
|
|
61,368,558 |
|
|
|
|
1,301,004 |
|
Issued on 2:1 stock split |
|
|
61,368,558 |
|
|
|
|
|
|
Options exercised cash consideration |
|
|
1,679,110 |
|
|
|
|
49,414 |
|
reclassification from contributed surplus |
|
|
|
|
|
|
|
10,284 |
|
Adjustment to number of shares outstanding |
|
|
21,960 |
|
|
|
|
|
|
Cancellation of shares owned by dissenting
shareholders |
|
|
(817,005 |
) |
|
|
|
(8,936 |
) |
|
|
|
|
|
|
Balance, November 7, 2005, before
conversion to units |
|
|
123,621,181 |
|
|
|
|
1,351,766 |
|
Conversion to Trust units |
|
|
(122,512,799 |
) |
|
|
|
(1,339,646 |
) |
Conversion to exchangeable LP units |
|
|
(1,108,382 |
) |
|
|
|
(12,120 |
) |
|
|
|
|
|
|
Balance, November 7, 2005, after conversion
to units |
|
|
|
|
|
|
$ |
|
|
|
|
|
|
Pursuant to the Plan, any shareholders of Precision could dissent and be paid the fair value of
the shares, being the trading price at the close of business on the last business day prior to
the Special Meeting of Securityholders on October 31, 2005. As a result, the Trust repurchased
for cancellation a total of 817,005 shares for $43.3 million, of which a premium of $34.4 million
over the stated capital was charged to retained earnings.
63
(b) Contributed surplus:
|
|
|
|
|
Balance, December 31, 2004 |
|
$ |
26,024 |
|
Stock-based compensation expense |
|
|
13,077 |
|
Accelerated vesting of options on disposal of discontinued operations |
|
|
5,205 |
|
Reclassification to common shares on exercise of options prior to
the Plan |
|
|
(11,805 |
) |
Accelerated vesting of options pursuant to the Plan |
|
|
3,056 |
|
Reclassification to Trust units on exercise of options |
|
|
(12,342 |
) |
Reclassification to retained earnings on cash buy-out of options |
|
|
(23,215 |
) |
|
|
|
|
Balance, December 31, 2005 |
|
$ |
|
|
|
(c) Equity incentive plans
Prior to conversion to a Trust, Precision had equity incentive plans under which the exercise
price of each option equaled the market value of the Corporations share on the date of grant and
an options maximum term was 10 years. Options vested over a period of 1 to 4 years from the date
of grant as employees or directors rendered continuous service to Precision.
Options held by employees of the Energy Services and International Contract Drilling Divisions
and of CEDA International Corporation (CEDA) became fully vested when these businesses were
sold during the third quarter of 2005 (see Note 24). Pursuant to the Plan, the remaining
outstanding options were exchanged for newly vested options to acquire Trust units. The exercise
prices of the options to acquire Trust units were adjusted downward to reflect the value of the
distribution of certain assets to shareholders as part of the Plan. The options to acquire Trust
units expired on November 22, 2005.
Upon acceleration of the vesting of options, options holders were given the choice to pay the
exercise price and receive a common share or Trust unit, as applicable, or to surrender their
option for a cash payment equal to the difference between the closing market value of the common
share or Trust unit one day prior to cash buy-out and the exercise price. All outstanding options
were exercised prior to December 31, 2005.
A summary of the equity incentive plans, adjusted retroactively to reflect the 2 for 1 stock
split on May 18, 2005 as at December 31, 2005 and changes during the period then ended is
presented below:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Options |
|
|
|
Range of |
|
|
Average |
|
|
Options |
|
Common Share Purchase Options |
|
Outstanding |
|
|
|
Exercise Price |
|
|
Exercise Price |
|
|
Exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2004 |
|
|
6,695,120 |
|
|
|
$ |
15.53 36.32 |
|
|
$ |
27.44 |
|
|
|
2,580,302 |
|
Granted |
|
|
696,200 |
|
|
|
|
37.76 48.29 |
|
|
|
41.42 |
|
|
|
|
|
Exercised |
|
|
(2,835,802 |
) |
|
|
|
15.53 48.29 |
|
|
|
26.07 |
|
|
|
|
|
Cancelled |
|
|
(141,650 |
) |
|
|
|
15.53 31.87 |
|
|
|
30.26 |
|
|
|
|
|
Purchased |
|
|
(1,105,018 |
) |
|
|
|
15.53 45.25 |
|
|
|
31.30 |
|
|
|
|
|
Exchanged for Trust unit purchase options |
|
|
(3,308,850 |
) |
|
|
|
15.53 48.29 |
|
|
|
30.14 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2005 |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Options |
|
|
|
Range of |
|
|
Average |
|
|
Options |
|
Trust Unit Purchase Options |
|
Outstanding |
|
|
|
Exercise Price |
|
|
Exercise Price |
|
|
Exercisable |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at November 7, 2005 |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
Granted in exchange for common share
purchase options pursuant to the Plan |
|
|
3,308,850 |
|
|
|
nil 27.25 |
|
|
9.16 |
|
|
|
3,308,850 |
|
Granted on repricing of common share options |
|
|
5,600 |
|
|
|
nil |
|
|
nil |
|
|
|
|
|
Exercised |
|
|
(1,676,616 |
) |
|
|
nil 27.25 |
|
|
4.93 |
|
|
|
|
|
Purchased |
|
|
(1,637,834 |
) |
|
|
nil 27.25 |
|
|
13.46 |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2005 |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
In accordance with the Trusts common share purchase option plans, options had an initial
exercise price equal to the market price at date of grant. The per share weighted average fair
value of stock options granted during the year ended December 31, 2005 was $8.30 based on the
date of grant valuation using the Black-Scholes option pricing model with the following
assumptions: average risk-free interest rate of 3.28%, average expected life of 2.92 years and
expected volatility of 28.04%.
For the year ended December 31, 2005 stock-based compensation costs included in net earnings
totaled $21.3 million, of which $10.1 million related to discontinued operations.
64
NOTE 24. DISCONTINUED OPERATIONS
A summary of discontinued operations is presented below including: disposal transactions;
financial information with respect to amounts included in the statements of earnings and
statements of cash flows; significant accounting policies relating specifically to discontinued
operations; and business acquisitions included in discontinued operations.
The details of disposals of discontinued operations are as follows:
2007
In September 2007 the Trust received $3.0 million as partial settlement of an outstanding matter
associated with a previous business divestiture.
2006
In January 2007, the Trust received $21.3 million as payment of the working capital adjustment
related to the 2005 disposition of its Energy Services and International Contract Drilling
divisions to Weatherford International Ltd. (Weatherford). This amount had been recorded in
accounts receivable at December 31, 2006 (2005 $20.0 million).
In August 2006, the Trust received $4.8 million as settlement of the working capital adjustment
arising from the 2005 disposal of CEDA and $2.5 million as final payment of the contingent
consideration associated with the 2004 disposal of United Diamond Ltd.
In total these amounts resulted in a gain of $8.3 million ($7.1 million net of tax).
2005
On August 31, 2005, the Trust sold its Energy Services and International Contract Drilling
divisions to Weatherford for proceeds of approximately $1.13 billion cash and 26 million common
shares of Weatherford, valued at $2.1 billion. In conjunction with the Plan of Arrangement, the
Trust then distributed a total of $2.9 billion of this consideration to unitholders, being $844.3
million in cash and 25.7 million Weatherford common shares, valued at $2.0 billion which
represented the fair value of the shares at the date of distribution. Included in the statement
of earnings for the year ended December 31, 2005 was a loss on disposal of these shares of $71.0
million. In conjunction with this sale, a working capital adjustment was included as part of the
purchase and sale agreement. This adjustment was substantially settled in January 2007.
In addition on September 13, 2005 the Trust sold its industrial plant maintenance business
carried on by CEDA to Borealis Investments Inc., an investment entity of the Ontario Municipal
Employees Retirement System, for proceeds of approximately $274.0 million. Included in the CEDA
proceeds was $26.8 million for the purchase of CASCA Electric Ltd. and CASCA Tech Inc., a
transaction undertaken by CEDA on July 29, 2005. A working capital adjustment relating to this
disposal was received in August 2006.
The Energy Services, International Contract Drilling and CEDA assets were included in the Energy
Services, Contract Drilling and Rental and Production segments respectively and were disposed in
accordance with an extensive process undertaken by the Trusts Board of Directors to investigate
avenues of value creation for the Trusts unitholders.
Results of the operations of these businesses have been classified as results of discontinued
operations.
65
The following table provides additional information with respect to amounts included in the
statements of earnings related to discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy services |
|
$ |
|
|
|
|
$ |
|
|
|
$ |
689,319 |
|
International contract drilling |
|
|
|
|
|
|
|
|
|
|
|
204,987 |
|
Industrial plant maintenance |
|
|
|
|
|
|
|
|
|
|
|
149,371 |
|
|
|
|
|
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
1,043,677 |
|
|
|
|
|
Gain on disposal: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on disposal of United Diamond |
|
$ |
|
|
|
|
$ |
2,070 |
|
|
$ |
|
|
Gain on disposal of Energy services and
International contract drilling |
|
|
2,956 |
|
|
|
|
962 |
|
|
|
1,203,309 |
|
Gain on disposal of Industrial plant
maintenance |
|
|
|
|
|
|
|
4,045 |
|
|
|
132,073 |
|
|
|
|
|
|
|
|
|
|
2,956 |
|
|
|
|
7,077 |
|
|
|
1,335,382 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Results of operations before income taxes: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Energy services |
|
|
|
|
|
|
|
|
|
|
|
76,607 |
|
International contract drilling |
|
|
|
|
|
|
|
|
|
|
|
41,171 |
|
Industrial plant maintenance |
|
|
|
|
|
|
|
|
|
|
|
18,135 |
|
Other |
|
|
|
|
|
|
|
|
|
|
|
(22,298 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
113,615 |
|
Income tax expense |
|
|
|
|
|
|
|
|
|
|
|
39,282 |
|
|
|
|
|
|
|
Results of operations |
|
|
|
|
|
|
|
|
|
|
|
74,333 |
|
|
|
|
|
|
|
Net earnings of discontinued operations |
|
$ |
2,956 |
|
|
|
$ |
7,077 |
|
|
$ |
1,409,715 |
|
|
|
|
|
The following table provides additional information with respect to amounts included in the
statements of cash flow related to discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings of discontinued operations |
|
$ |
2,956 |
|
|
|
$ |
7,077 |
|
|
$ |
1,409,715 |
|
Items not affecting cash: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on disposal of discontinued operations |
|
|
(2,956 |
) |
|
|
|
(7,077 |
) |
|
|
(1,335,382 |
) |
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
95,794 |
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
|
|
10,109 |
|
Future income taxes |
|
|
|
|
|
|
|
|
|
|
|
(1,735 |
) |
Unrealized foreign exchange loss on
long-term monetary items |
|
|
|
|
|
|
|
|
|
|
|
4,829 |
|
|
|
|
|
|
|
Funds provided by discontinued operations |
|
$ |
|
|
|
|
$ |
|
|
|
$ |
183,330 |
|
|
|
|
|
|
Components of changes in non-cash working capital balances of discontinued operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
|
|
|
|
$ |
|
|
|
$ |
(60,912 |
) |
Inventory |
|
|
|
|
|
|
|
|
|
|
|
(23,463 |
) |
Accounts payable and accrued liabilities |
|
|
|
|
|
|
|
|
|
|
|
1,688 |
|
Income taxes payable |
|
|
|
|
|
|
|
|
|
|
|
(3,623 |
) |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
(86,310 |
) |
|
|
|
|
Significant accounting policies relating to discontinued operations included:
66
(a) Employee benefit plans
Employer contributions to defined contribution plans were expensed as employees earned the
entitlement and contributions were made.
The Trust accrued the cost of pensions earned by employees under its defined benefit plan, which
was actuarially determined using the projected benefit method pro-rated on services and
managements best estimate of expected plan investment performance, salary escalation and
retirement ages of employees. For the purpose of calculating the expected return on plan assets,
those assets were valued at quoted market value at the balance sheet date. The discount rate used
to calculate the interest cost on the accrued benefit obligation was the long-term market rate at
the balance sheet date. Past service costs from plan amendments were amortized on a straight-line
basis over the average remaining service period of employees active at the date of amendment
(EARSL). The excess of the net cumulative unamortized actuarial gain or loss over 10% of the
greater of the accrued benefit obligation and the market value of plan assets was amortized over
EARSL.
(b) Foreign currency translation
Accounts of the Trusts self-sustaining operations were translated to Canadian dollars using
average exchange rates for the year for revenue and expenses. Assets and liabilities were
translated at the year-end current exchange rate.
Gains or losses resulting from these translation adjustments were included in the cumulative
translation account in unitholders equity.
Gains and losses arising on translation of long-term debt designated as a hedge of
self-sustaining foreign operations were deferred and included in the cumulative translation
account in unitholders equity on a net of tax basis.
(c) Hedging relationships
The Trust utilized foreign currency long-term debt to hedge its exposure to changes in the
carrying values of the Trusts net investment in certain self-sustaining foreign operations as a
result of changes in foreign exchange rates.
To be accounted for as a hedge, the foreign currency long-term debt must be designated and
documented as a hedge, and must be effective at inception and on an ongoing basis. The
documentation defined the relationship between the foreign currency long-term debt and the net
investment in the foreign operations, as well as the Trusts risk management objective and
strategy for undertaking the hedging transaction. The Trust formally assessed, both at the
hedges inception and on an ongoing basis, whether the changes in fair value of the foreign
currency long-term debt was highly effective in offsetting changes in the fair value of the net
investment in the foreign operations. If the hedging relationship was terminated or ceased to be
effective, hedge accounting was not applied to subsequent gains or losses. Any previously
deferred amounts were carried forward and recognized in earnings in the same period as the hedged
item.
(d) Research and engineering
Research and engineering costs were charged to income as incurred. Costs associated with the
development of new operating tools and systems were expensed during the period unless the
recovery of these costs could be reasonably assured given the existing and anticipated future
industry conditions. Upon successful completion and field testing of the tools, any deferred
costs were transferred to the related capital asset accounts.
The details of business acquisitions completed in 2005 that have been included in discontinued
operations are as follows:
On July 29, 2005, the Trust completed the acquisition of all the issued and outstanding shares of
CASCA Electric Ltd. and CASCA Tech Inc. for $30.4 million. No value was assigned to intangibles
or goodwill.
67
Precision Drilling Trust
SUPPLEMENTAL INFORMATION
UNIT TRADING SUMMARY 2007
68
Precision Drilling Trust
CONSOLIDATED STATEMENTS OF EARNINGS AND RETAINED EARNINGS (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Stated in millions of Canadian dollars, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
except per unit/share amounts) |
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
|
$ |
1,009.2 |
|
|
|
$ |
1,437.6 |
|
|
$ |
1,269.2 |
|
|
$ |
1,028.5 |
|
|
$ |
915.2 |
|
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating |
|
|
516.1 |
|
|
|
|
688.2 |
|
|
|
641.8 |
|
|
|
566.3 |
|
|
|
544.2 |
|
General and administrative |
|
|
56.0 |
|
|
|
|
81.2 |
|
|
|
76.4 |
|
|
|
64.2 |
|
|
|
42.7 |
|
Depreciation and amortization |
|
|
78.3 |
|
|
|
|
73.2 |
|
|
|
71.6 |
|
|
|
74.8 |
|
|
|
78.1 |
|
Foreign exchange |
|
|
2.4 |
|
|
|
|
(0.3 |
) |
|
|
(3.5 |
) |
|
|
(8.1 |
) |
|
|
(2.2 |
) |
Reorganization costs |
|
|
|
|
|
|
|
|
|
|
|
17.5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating earnings |
|
|
356.4 |
|
|
|
|
595.3 |
|
|
|
465.4 |
|
|
|
331.3 |
|
|
|
252.4 |
|
Interest, net |
|
|
7.4 |
|
|
|
|
8.0 |
|
|
|
29.3 |
|
|
|
46.3 |
|
|
|
34.0 |
|
Premium on redemption of bonds |
|
|
|
|
|
|
|
|
|
|
|
71.9 |
|
|
|
|
|
|
|
|
|
Loss on disposal of
short-term investments |
|
|
|
|
|
|
|
|
|
|
|
71.0 |
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
(0.4 |
) |
|
|
|
|
|
|
(4.9 |
) |
|
|
(1.5 |
) |
|
|
|
|
|
|
Earnings from continuing operations
before income taxes |
|
|
349.0 |
|
|
|
|
587.7 |
|
|
|
293.2 |
|
|
|
289.9 |
|
|
|
219.9 |
|
Income taxes |
|
|
6.2 |
|
|
|
|
15.2 |
|
|
|
72.4 |
|
|
|
101.8 |
|
|
|
75.7 |
|
|
|
|
|
|
|
Earnings from continuing operations |
|
|
342.8 |
|
|
|
|
572.5 |
|
|
|
220.8 |
|
|
|
188.1 |
|
|
|
144.2 |
|
Discontinued operations, net of tax |
|
|
3.0 |
|
|
|
|
7.1 |
|
|
|
1,409.8 |
|
|
|
59.3 |
|
|
|
36.3 |
|
|
|
|
|
|
|
Net earnings |
|
|
345.8 |
|
|
|
|
579.6 |
|
|
|
1,630.6 |
|
|
|
247.4 |
|
|
|
180.5 |
|
Retained earnings (deficit),
beginning of year |
|
|
(195.2 |
) |
|
|
|
(303.3 |
) |
|
|
1,041.7 |
|
|
|
794.3 |
|
|
|
613.8 |
|
Adjustment on cash purchase of
employee stock options, net of tax |
|
|
|
|
|
|
|
|
|
|
|
(42.1 |
) |
|
|
|
|
|
|
|
|
Reclassification from contributed
surplus on cash buy-out of
employee stock options |
|
|
|
|
|
|
|
|
|
|
|
23.2 |
|
|
|
|
|
|
|
|
|
Distribution of disposal proceeds |
|
|
|
|
|
|
|
|
|
|
|
(2,851.8 |
) |
|
|
|
|
|
|
|
|
Repurchase of common shares of
dissenting shareholders |
|
|
|
|
|
|
|
|
|
|
|
(34.4 |
) |
|
|
|
|
|
|
|
|
Distributions declared |
|
|
(276.7 |
) |
|
|
|
(471.5 |
) |
|
|
(70.5 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retained earnings (deficit), end of year |
|
$ |
(126.1 |
) |
|
|
$ |
(195.2 |
) |
|
$ |
(303.3 |
) |
|
$ |
1,041.7 |
|
|
$ |
794.3 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per unit/share from
continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.73 |
|
|
|
$ |
4.56 |
|
|
$ |
1.79 |
|
|
$ |
1.63 |
|
|
$ |
1.33 |
|
Diluted |
|
$ |
2.73 |
|
|
|
$ |
4.56 |
|
|
$ |
1.76 |
|
|
$ |
1.61 |
|
|
$ |
1.31 |
|
Earnings per unit/share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.75 |
|
|
|
$ |
4.62 |
|
|
$ |
13.22 |
|
|
$ |
2.14 |
|
|
$ |
1.66 |
|
Diluted |
|
$ |
2.75 |
|
|
|
$ |
4.62 |
|
|
$ |
13.00 |
|
|
$ |
2.11 |
|
|
$ |
1.63 |
|
|
|
|
|
69
Precision Drilling Trust
ADDITIONAL SELECTED FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Stated in millions of Canadian dollars, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
except per unit/share amounts) |
|
2007 |
|
|
|
2006 |
|
|
2005 |
|
|
2004 |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on
sales % (1) |
|
|
34.0 |
|
|
|
|
39.8 |
|
|
|
17.4 |
|
|
|
18.3 |
|
|
|
15.8 |
|
Return on
assets %
(2) |
|
|
19.9 |
|
|
|
|
33.6 |
|
|
|
43.3 |
|
|
|
7.3 |
|
|
|
6.3 |
|
Return on
equity %
(3) |
|
|
27.0 |
|
|
|
|
49.4 |
|
|
|
66.1 |
|
|
|
12.3 |
|
|
|
11.0 |
|
Working capital |
|
$ |
140.4 |
|
|
|
$ |
166.5 |
|
|
$ |
152.8 |
|
|
$ |
557.3 |
|
|
$ |
249.0 |
|
Current ratio |
|
|
2.1 |
|
|
|
|
1.81 |
|
|
|
1.43 |
|
|
|
2.47 |
|
|
|
1.57 |
|
PP&E and intangibles |
|
$ |
1,210.9 |
|
|
|
$ |
1,108.0 |
|
|
$ |
944.4 |
|
|
$ |
898.1 |
|
|
$ |
887.7 |
|
Total assets |
|
$ |
1,763.5 |
|
|
|
$ |
1,761.2 |
|
|
$ |
1,718.9 |
|
|
$ |
3,852.0 |
|
|
$ |
2,932.0 |
|
Long-term debt |
|
$ |
119.8 |
|
|
|
$ |
140.9 |
|
|
$ |
96.8 |
|
|
$ |
718.9 |
|
|
$ |
399.4 |
|
Unitholders equity |
|
$ |
1,316.7 |
|
|
|
$ |
1,217.1 |
|
|
$ |
1,074.6 |
|
|
$ |
2,321.7 |
|
|
$ |
1,745.3 |
|
Long-term debt to long-term debt
plus equity |
|
|
0.08 |
|
|
|
|
0.10 |
|
|
|
0.08 |
|
|
|
0.24 |
|
|
|
0.19 |
|
Interest
coverage (4) |
|
|
48.7 |
|
|
|
|
74.1 |
|
|
|
15.9 |
|
|
|
7.2 |
|
|
|
7.4 |
|
Net capital expenditures from
continuing operations excluding
business acquisitions |
|
$ |
181.2 |
|
|
|
$ |
233.7 |
|
|
$ |
140.1 |
|
|
$ |
113.9 |
|
|
$ |
84.9 |
|
EBITDA
(5) |
|
$ |
434.7 |
|
|
|
$ |
668.5 |
|
|
$ |
536.9 |
|
|
$ |
406.1 |
|
|
$ |
330.6 |
|
EBITDA % of revenue |
|
|
43.1 |
|
|
|
|
46.5 |
|
|
|
42.3 |
|
|
|
39.5 |
|
|
|
36.1 |
|
Operating earnings |
|
$ |
356.4 |
|
|
|
$ |
595.3 |
|
|
$ |
465.4 |
|
|
$ |
331.3 |
|
|
$ |
252.4 |
|
Operating earnings % of revenue |
|
|
35.3 |
|
|
|
|
41.4 |
|
|
|
36.7 |
|
|
|
32.2 |
|
|
|
27.6 |
|
Cash flow from continuing operations |
|
$ |
484.1 |
|
|
|
$ |
609.7 |
|
|
$ |
206.0 |
|
|
$ |
286.4 |
|
|
$ |
200.9 |
|
Cash flow from continuing operations
per unit/share
Basic |
|
$ |
3.85 |
|
|
|
$ |
4.86 |
|
|
$ |
1.67 |
|
|
$ |
2.48 |
|
|
$ |
1.85 |
|
Diluted |
|
$ |
3.85 |
|
|
|
$ |
4.86 |
|
|
$ |
1.64 |
|
|
$ |
2.44 |
|
|
$ |
1.82 |
|
Book value
per unit/share (6) |
|
$ |
10.47 |
|
|
|
$ |
9.68 |
|
|
$ |
8.57 |
|
|
$ |
19.10 |
|
|
$ |
15.91 |
|
Price
earnings ratio (7) |
|
|
5.49 |
|
|
|
|
5.84 |
|
|
|
2.90 |
|
|
|
17.6 |
|
|
|
17.1 |
|
Basic weighted average units/shares
outstanding (000s) |
|
|
125,758 |
|
|
|
|
125,545 |
|
|
|
123,304 |
|
|
|
115,654 |
|
|
|
108,860 |
|
|
|
|
|
|
|
|
(1) |
|
Return on sales was calculated by dividing earnings from continuing operations by total
revenues. |
|
(2) |
|
Return on assets was calculated by dividing net earnings by quarter average total assets. |
|
(3) |
|
Return on equity was calculated by dividing net earnings by quarter average total
unitholders equity. |
|
(4) |
|
Interest coverage was calculated by dividing operating earnings by net interest expense. |
|
(5) |
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Earnings before net interest, taxes, depreciation, amortization, non-controlling interest,
premium on redemption of bonds, gain/loss on disposal of investments and discontinued operations.
EBITDA is not a recognized measure under Canadian GAAP. Management believes that in addition to
net earnings, EBITDA is a useful supplemental measure as it provides an indication of the results
generated by the Trusts principal business activities prior to consideration of how those
activities are financed or how the results are taxed in various jurisdictions and prior to the
impact of depreciation and amortization. Investors should be cautioned, however, that EBITDA
should not be construed as an alternative to net earnings determined in accordance with GAAP as
an indicator of Precisions performance. Precisions method of calculating EBITDA may differ from
other companies and, accordingly, EBITDA may not be comparable to measures used by other
companies. |
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(6) |
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Book value per unit/share was calculated by dividing unitholders equity by units/shares
outstanding. |
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(7) |
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Year end closing price divided by basic earnings per unit/share. |
70
Precision Drilling Trust
UNITHOLDER INFORMATION
STOCK EXCHANGE LISTINGS
Units of Precision Drilling Trust are listed on the Toronto Stock Exchange under the trading symbol
PD.UN and on the New York Stock Exchange under the trading symbol PDS.
VOTING RIGHTS
Unitholders receive one vote for each Trust unit or Precision Drilling Limited Partnership Class B
limited partnership unit held.
TRUST UNIT TRADING PROFILE
Toronto (TSX: PD.UN)
January 1, 2007 to December 31, 2007:
High: $30.93, Low: $14.82
Volume Traded: 145,535,269
New York (NYSE: PDS)
January 1, 2007 to December 31, 2007:
High: US$27.89, Low: US$14.91
Volume Traded: 174,780,109
ACCOUNT QUESTIONS
As a Precision Drilling Trust unitholder or as a holder of Class B limited partnership units of
Precision Drilling Limited Partnership which are exchangeable on a one for one basis with units of
the Trust, you are invited to take advantage of unitholder services or to request more information
about Precision.
Precisions Transfer Agent can help you with a variety of unitholder related services, including:
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Change of address |
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Lost unit certificates |
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Transfer of trust units to another person |
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Estate settlement |
You can call Precisions Transfer Agent toll free at:
1-800-564-6253
You can write to Precisions Transfer Agent at:
Computershare Trust Company of Canada
100 University Avenue, 9th Floor
Toronto, Ontario M5J 2Y1
Or you can email Precisions Transfer Agent at:
service@computershare.com
Unitholders of record who receive more than one copy of this annual report can contact Precisions
Transfer Agent and arrange to have their accounts consolidated. Unitholders who own Precision
Drilling Trust units through a brokerage firm can contact their broker to request consolidation of
their accounts.
QUARTERLY UPDATES
If you would like to receive interim reports but are not a registered unitholder, please write or
call Precision with your name and address. To receive news releases by fax, please forward your fax
number to Precision.
ONLINE INFORMATION
To receive Precisions news releases by email, or to view this annual report online, please visit
Precisions website at www.precisiondrilling.com and refer to the Investor Relations section.
PUBLISHED INFORMATION
If you wish to receive copies of the 2007 Annual Information Form as filed with the Canadian
securities commissions and as filed under Form 40-F with the United States Securities and Exchange
Commission, or additional copies of this annual report, please contact:
Vice President, Corporate Services and Corporate Secretary
Precision Drilling Corporation
4200, 150 6th Avenue SW
Calgary, Alberta, Canada T2P 3Y7
Telephone: 403-716-4500
Facsimile: 403-264-0251
ESTIMATED INTERIM RELEASE DATES
2008 First Quarter April 24, 2008
2008 Second Quarter July 24, 2008
2008 Third Quarter October 23, 2008
71
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. |
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Undertaking. |
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The Registrant undertakes to make available, in person or by telephone, representatives to
respond to inquiries made by the Securities and Exchange Commission (the Commission)
staff, and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the securities
in relation to which the obligation to file an annual report on Form 40-F arises; or
transactions in said securities. |
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B. |
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Consent to Service of Process. |
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The Registrant has previously filed a Form F-X in connection with the class of securities
in relation to which the obligation to file this report arises. |
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Any change to the name or address of the agent for service of process of the Registrant
shall be communicated promptly to the Commission by an amendment to the Form F-X
referencing the file number of the relevant registration statement. |
SIGNATURES
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Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets
all of the requirements for filing on Form 40-F and has duly caused this annual report to
be signed on its behalf by the undersigned, thereunto duly authorized, on March 28, 2008. |
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Precision Drilling Corporation, as agent for
and on behalf of Precision Drilling Trust
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By: |
/s/ Kevin A. Neveu
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Name: |
Kevin A. Neveu |
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Title: |
Chief Executive Officer |
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EXHIBIT INDEX
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Exhibit |
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Description |
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99.1
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Certification of Chief Executive Officer, pursuant to Rule
13a-14(a) or 15d-14 of the Securities Exchange Act of 1934 |
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99.2
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Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
or 15d-14 of the Securities Exchange Act of 1934 |
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99.3
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Certification of Chief Executive Officer, pursuant to 18 U.S.C. 1350 |
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99.4
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Certification of Chief Financial Officer pursuant to 18 U.S.C. 1350 |
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99.5
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Consent of KPMG LLP |