High Arctic Energy Services Q2 2024 Earnings Call Transcript

Key Takeaways

  • Reorganization complete: High Arctic spun out its PNG‐focused P&G business into a new TSXV‐listed SpinCo (HOH), with HWO resuming trading on the TSX; shareholders received 0.25 shares in each entity per prior share.
  • PNG operations update: Rig 103 finished its fourth and final well, was cold‐stacked, and while the drilling contract runs through July 2025, no new activity is confirmed; SpinCo anticipates LNG‐driven drilling after the Papua LNG FID, now expected in late 2025 or Q1 2026.
  • Canadian rentals growth: The late-2023 Delta Rentals acquisition tripled revenues (to $2.5M in Q2, $5.5M H1) and delivered high operating margins (~48%), with the combined fleet marketed under the Delta brand and positive cash flow.
  • Team Snubbing equity stake: High Arctic holds 42% of Team Snubbing, which saw typical Q2 seasonal slowdown, reorganized its international arm for efficiency, but reported a $2.1M gross loss mainly due to low activity in Alaska and restructuring costs.
  • Strong balance sheets: Post-reorganization, High Arctic’s Canadian business has $5M working capital (including $4M cash) and only $3.4M mortgage debt, while SpinCo starts with US$19M working capital and US$13M cash, with no long-term debt.
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Earnings Conference Call
High Arctic Energy Services Q2 2024
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Operator

Good afternoon, ladies and gentlemen. Welcome to the High Arctic Energy Services 2024 Q2 results conference call. I would now like to turn the meeting over to High Arctic's Chief Executive Officer, Mike Maguire. Please go ahead, Mr. Maguire.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Thank you, Melanie, and good afternoon, everyone. Welcome to High Arctic's second quarter conference call. Today, I'll be providing an update on the press release we issued after markets closed yesterday, August 14th, including discussion of our financial performance for the second quarter of 2024. Following my remarks, I'll hand the call over to our Chief Financial Officer, Lonn Bate. Lonn will be discussing our financial performance for the quarter in more detail. After our formal comments, we'll open the call to answer any questions that you may have. Before we begin, I'd like to remind you that certain information presented today may include forward-looking statements. Such statements reflect High Arctic's current expectations, estimates, projections, and assumptions.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

These forward-looking statements are not guarantees of future performance, and they are subject to certain risks, which could cause actual performance and financial results to vary materially from those contemplated in the forward-looking statements. For additional information on these risks, please take a look at our management's discussion and analysis in the 2024 annual information form available on our website or on SEDAR+. Look under the heading "Risk Factors." Well, we have finally fulfilled our long-anticipated reorganization. By this time tomorrow, the corporation's new shares and the shares of the spun out PNG business will have begun trading. On the 17th of June this year, High Arctic held its annual and special general meeting.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

At the meeting, the corporation shareholders approved, among other things, special resolutions approving the reorganization of the corporation by way of a plan of arrangement and a return of capital of up to CAD 0.76 per common share. The return of capital was paid out at the CAD 0.76 maximum to shareholders on July 17th this year. Pursuant to the reorganization of the corporation, the PNG business was spun out to the current High Arctic shareholders through a new publicly listed entity named High Arctic Overseas Holdings Corporation, referred to in our filings as SpinCo. SpinCo will trade on the TSX Venture Exchange under the trading symbol HOH. The new shares of High Arctic Energy Services, Inc. will trade under the existing ticker of HWO on the TSX Main Exchange.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Each shareholder of the corporation has received as consideration one quarter of one common share of SpinCo, HOH, and one quarter of one common share of post-arrangement High Arctic, HWO, for each common share of High Arctic held at the time of separation. As a result, High Arctic has 12,448,166 new High Arctic common shares outstanding, and SpinCo has 12,448,166 SpinCo common shares outstanding. As a consequence of the June 17th approvals, our financial statements and MD&A for the second quarter classified the PNG business as assets and liabilities held for distribution. As the PNG business represents a separate geographic area of operations, it has been presented as discontinued operations.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

In line with our prior guidance, I confirm that Rig 103 completed the drilling of the fourth and final of the approved wells in our customer's program during this second quarter. The rig and associated equipment packages were placed into cold stack storage and crews have been released. Just a reminder that the term of the Rig 103 contract in PNG runs through to July 2025, with options for the customer to extend. Presently, there is no confirmed drilling activity in the remaining contract period, but we continue to work with our customer to advance plans for future work. Associated with the cessation of drilling operations in PNG with Rig 103, we have seen a softening in the deployment of rental assets through the quarter, with those pulled through by drilling operations released upon the completion of the cold stack work.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

The PNG business also provided rental material handling equipment, a 100-man mobile camp, and a large quantity of work site matting to support other ongoing field activities with our two main customers in PNG. These rentals are ongoing. At the macro scale, we're optimistic for future drilling in PNG for SpinCo. This optimism is based upon an expectation that advancement of the Papua LNG project, led by French multinational TotalEnergies, will stimulate exploration and appraisal drilling in much the same way as the first PNG LNG project did a decade ago.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

We are, however, disappointed that a final investment decision on the Papua LNG project has been pushed out into 2025 and potentially as late as the first quarter of 2026, with the managing director of PNG state-owned Kumul Petroleum being quoted earlier this week as stating that FID will now be in Q4 2025 or Q1 2026. This follows the joint statement in April this year, reaffirming commitment to the project by the government of Papua New Guinea and the project operating partner, TotalEnergies. The Papua LNG project is expected to be followed by the PNG gas field development in the Western Province of PNG. This project is anticipated to result in the addition of further gas liquefaction capacity in the world-class PNG LNG export facility.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

State-owned Kumul Petroleum is advancing appraisal of other gas discoveries onshore Papua New Guinea, to progress their aim to contribute to growing domestic energy needs and additional LNG export processing facilities. ExxonMobil and their partners are also advancing the backfill of the PNG LNG plant and have announced intentions to appraise a significant prospect that they have named Wildebeest. These LNG projects and other large-scale mining and infrastructure projects moving through the pipeline will require tens of thousands of new workers and more skilled and supervisory personnel that do not exist in Papua New Guinea today. PNG Industry Manpower Solutions, our labor hire, training, and manpower business in PNG, has been established to tap into the business opportunities associated with that need.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

We have long provided training and competence, and competency solutions in-house, and PIMS also taps into our large pool of talent to provide manpower, skills, and semi-skilled labor, trades, qualified personnel, and professionals in PNG. SpinCo's team are excited to be playing a role in preparing PNG citizens to be job-ready for the major projects anticipated in the latter part of this decade and beyond. Turning to the corporation's remaining business, it consists of high-margin Canadian equipment rental business centered upon pressure control, a minority interest in Team Snubbing Services Inc., Canada's largest oilfield snubbing services business, and industrial properties at Clairmont and Whitecourt in Alberta, Canada. We have now completed the second quarter of activity, which includes the business of Delta Rental Services.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

The acquisition of Delta in late December last year, its amalgamation with High Arctic, and its integration with our legacy rentals business in Canada, has delivered the scale for a cash-positive operation. Delta has blended seamlessly with High Arctic's rentals, and the combined rentals business is now marketed under the Delta brand. The second quarter and first half results are in line with our pre-acquisition expectations, with a strong contribution to revenue and positive cash flow. The Delta acquisition contemplated and the structure of the consideration with a large earn-out, was reflective of High Arctic's intention to reorganize and separate the Canadian PNG businesses. The success of this modest but important growth step, has provided us with confidence that this transaction is symbolic of the prospects for the now purely Canadian High Arctic, and how additional accretive transactions may be realized.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

High Arctic has a 42% equity stake in Team Snubbing. The second quarter is traditionally a low activity period for snubbing in Canada, due to the seasonal breakup and associated road bans. This year has been no different, with activity levels down from the record first quarter. During the quarter, Team used the opportunity to provide crews with scheduled vacation and conducted planned maintenance and recertification activity. Team also completed the reorganization of its international partnership. The result of this reorganization, a cashless arrangement, sees Team holding a fraction over 90% of the Team Snubbing Services international business and complete control of all decision-making. This result leads to a more efficient overall team, corporate structure and management structure, and a much more efficient overhead. In Alaska, the snubbing packages worked for the quarter, with activity negatively affected by extreme weather events and client scheduling.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

I'd like now to pass the call over to Lonn Bate, High Arctic's Chief Financial Officer, to discuss key financial highlights from the quarter in more detail.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

Thank you, Mike, and good afternoon to all of you joining on the call today. Just before I begin, I just wanna state that all dollar amounts, unless otherwise stated or mentioned on this call, are all in Canadian dollars. Also, as Mike mentioned, with the near certainty of completing the reorganization achieved in the past quarter, our consolidated financial statements and MD&A classify the PNG business as assets and liabilities held for distribution, and the PNG business, as it represents a separate geographical area of operation. Those operations and the results thereof, have been presented separately as discontinued operations in our statements. This change makes our consolidated statements and MD&A considerably different from the past.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

What this means is that what we presented in our most recent quarter is that, you know, our income statement and cash flow statement show only the details of our continuing operations, which, as Mike said, is our Canadian rentals business, plus equity accounting for our investment in Team Snubbing. The comparative quarter from 2023 and the six-month results for both June 30th, 2023 and 2024, have all been restated in this quarter as well, so that the numbers are comparable, and the reader of our financial statements can therefore compare the performance of the go-forward Canadian business quarter-over-quarter, six months over six months.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

In note three of our financial statements, we detailed the assets held for distribution and the discontinued operations that are presented discretely there for users of the financial statements to understand the assets and business being spun out of our books here in Canada into SpinCo, and that's based on our current book values. Okay, so turning to the second quarter as published here, starting Canada and the result from our continuing operations, the Delta Rentals business, which is centered on pressure control equipment and equipment supporting the high pressure stimulation of oil and gas wells in the basin. With the Delta acquisition we made in late 2023, our revenues from continuing operations have increased approximately 3x for both the 3- and 6-month period ended June 30th, 2024, versus the comparable periods in 2023.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

High Arctic achieved revenues of CAD 2.5 million in Q2 2024, and CAD 5.5 million for the first half of this year. Strong operating margin performance was also achieved in both 2024 periods, with margins from this business consistently in the high 40% range. Margin revenue performance were slightly lower in Q2, largely due to the spring breakup and the sort of typically lower industry-wide activity levels customary that we see in Canada for this quarter. There's no activity in our production services segment again this quarter, at least in terms of recordable revenue and margin. Included in our production services segment is our investment in Team Snubbing, their equity investment, and our involvement with the Seh' Chene partnership, where we hold a 49% stake. Sorry, 49%.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

The Seh' Chene Partnership has experienced limited business activity since the 2022 Canadian sales transaction, but the partnership does still remain active, and we, along with our partner, continue to work to reposition our offerings to our customers and are exploring other avenues for business activity. Mike also mentioned Team acquired a controlling interest in Team Snubbing International in the quarter. So financially, as a result of this acquisition, Team has now consolidated the results of Team Snubbing International for the first time, and that was essentially the full quarter, as that transaction took place in early April of this year. So this consolidation of Team Snubbing International, plus the increase in activity from Team's Canadian operations in the quarter, helped drive the increase in revenues reported for Team, which are included in note 7 to our financial... our interim financial statements.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

But more than offsetting this additional business activity in the quarter for Team were significant costs incurred by Team Snubbing International in the same quarter. In total, a quarterly net after-tax loss of CAD 2.1 million, so that's gross, not the net that was picked up by us. That gross amount was recorded in the consolidated results of Team. That loss, driven by the low activity in Alaska that Mike mentioned, plus additional one-time costs mentioned above, as Team International restructured their management and operational teams up in Alaska. This restructuring initiative consolidated Team International's workforce, right-sizing it to where it needs to be, right, to service the overall Alaskan customer base. Turning to the PNG business, which in our disclosures is all inclusive, and so therefore includes both drilling and drilling services and rentals.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

Revenue was down in the quarter, down from CAD 16.6 million in Q2 of last year to CAD 10.4 million of this year. As Mike stated last year, you know, we were active on Rig 103 as it worked the full quarter versus this recent quarter, where our drilling operations for Rig 103 ceased, and much of the rental revenue that typically accompanies that drilling work also decelerated. G&A costs from continuing operations totaled CAD 1.8 million in the quarter, higher than the CAD 1.3 million incurred for this quarter last year, Q2 2023. This increase in G&A is a direct result of professional and other fees related to the arrangement and other aspects of the corporate reorganization that we just recently completed.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

In our MD&A, we've adjusted out these specific third-party, non-recurring costs in our adjusted EBITDA and non-IFRS measures, which for this quarter, this additional G&A adjusted out totaled approximately CAD 750,000 and CAD 1.25 million year-to-date, 2024. After stripping out this additional G&A associated with the reorganization, the business achieved positive EBITDA, adjusted EBITDA from continuing operations of CAD 200,000 for the current quarter, approximately CAD 300,000 year to date. We, like in the standalone go-forward Canadian entity, HWO, High Arctic, anticipate meaningful G&A reductions to begin to appear in the second half of 2024. Post the close of reorganization, after some transitional matters are completed, we'll be in a position to right size the administrative support in Canada to align with our much simpler Canadian-only operations going forward.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

CapEx spend in 2024, Q2 totaled CAD 450,000, with this spend being focused in Canada, both on growth and capital upgrades to our rental fleet, rental equipment fleet, plus costs associated with building out our financial and operational systems. We expect to continue with modest capital spending in 2024, mostly focused on maintaining and growing our rental fleet. So in closing, I think, from my perspective, with our recent press releases going out, announcing the completion of our reorganization and our recent Q2 results, we've given the markets some guidance on cash, working capital, and the debt capital structures of the two distinct entities going forward. I just want to revisit this important information here on the call. For the remaining Canadian business today, we have positive working capital of approximately CAD 5 million.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

of which is inclusive of CAD 4 million cash on hand, with the only debt in the company held is three and 3.4 million in mortgage debt, which is well secured with our Whitecourt and Clairmont properties. SpinCo's now standalone PNG business starts out with a strong capital structure, no long-term debt, and positive working capital of approximately $19 million, inclusive of... Sorry, that's US $19 million, inclusive of US $13 million in cash. Now, with that said, I'll turn the call back over to Mike for closing remarks.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Thank you, Lonn. Now that we've completed the reorganization, I'm holding the Chief Executive role in an interim capacity, assisting the board of directors in their search for a dedicated full-time Chief Executive Officer to put effect to our strategic vision for the corporation. The Canadian rentals business is managed on a day-to-day basis by very capable and experienced people, who do not need constant oversight. And while I will maintain a careful watch over the business of High Arctic, most of my time will be dedicated to the affairs of SpinCo. The corporation and SpinCo have entered into a transition services arrangement, which will facilitate cooperation aimed at minimizing the costs to both companies as we move towards a completely separate management.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Those arrangements include Lonn, acting as interim CFO for SpinCo, as it conducts a review for the most suitable persons to fulfill that role on a permanent basis. With that, now, I'll turn the conference back over to Melanie, the operator, who will open the line for questions.

Operator

Thank you, Mr. Maguire. We will now take questions from the telephone lines. If you have a question, please press star one on your device's keypad. If at any time you wish to cancel your question, please press star two. Please press star one at this time if you have a question. There will be a brief pause while the participants register for questions. Thank you for your patience. The first question is from?

Analyst

Josef Schachter.

Operator

Please go ahead.

Analyst

Good afternoon, Mike and Lonn. Mike, one question for each side of the two businesses. You mentioned that the board is in the process of, you know, just, you know, putting together the management team, CEO, for the Canadian operations, and then coming up with a go-forward strategy. Is that something that we could look forward to hearing imminently, in the next few months, or is this something that could drag on till early next year?

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Thanks, Josef. Good afternoon to you, too. Yes, the board search is for a permanent CEO or to replace myself for the Canadian business is something that's ongoing, and that has commenced some time back. We have several candidates that we've spoken with. Some have some interesting vision for the corporation. The board is not in a hurry to move on this, given the nature of the existing business and its high quality management team. And we'll work methodically through the process to determine an appropriate person to lead the business into its long-term future and realize upon its vision.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

That vision was outlined in the materials that were issued to shareholders for the vote on the arrangement to separate the two businesses. And just in a quick summary, what that vision included, a focus particularly on Canadian business activity and growing that core business through selective and opportunistic investments. Leveraging the existing people, assets, systems in our work processes for the growth. Sustaining capital stewardship that preserves the balance sheet strength and financial flexibility. Building up a business with accretive acquisitions that allow the corporation to optimize its available tax loss carry forwards, which I'll remind listeners, are in the vicinity of CAD 130 million.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Positioning it for an efficient corporate structure that provides the opportunity to consider transactions that would create value for the corporation shareholders. This could be transactions that may result in bringing in a larger organization, and affecting an amalgamation with somebody who, to whom our structure and the various assets could be very attractive to their shareholders, too.

Analyst

Okay. And the next question on SpinCo. With that amount, a significant amount of cash and things being, as you said, pretty slow in PNG, do you look at maybe doing acquisitions in the area, other countries in Southeast Asia or Southern Asia, where you could maybe mobilize those financial resources and build the company up quicker? Is that something that you're contemplating?

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Short answer to that would be yes. And I'll expand upon that a little bit. And before I do, maybe I'll just touch on some of the reasoning behind we're leaving the cash in the various locations, SpinCo and RemainCo. In Canada, we have access to a very sophisticated, well-developed and highly resourced financial services sector, and various different ways of accessing liquidity to affect business strategy, which may include some acquisitions and expenditure for growth. In Papua New Guinea, we don't have the same. The financial services there are rather immature.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

There's limited sources, and most of it's available in the Papua New Guinea kina, which is not a very liquid currency and difficult to translate into hard currency in a reasonable timeframe. So we made the decision to leave the cash in the Papua New Guinean business that was there, with the exception of some amounts that were transferred through to assist the Canadian business with making the final return of capital payments earlier back, announced last month, sorry, back last month. What do we do with that cash? Well, we know in Papua New Guinea, we need to have a substantive amount of cash available to us for the recommencement of operations.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Now, the restart of drilling in Papua New Guinea has a significant cost associated with it, and then that cost is harvested back then after the rigs commence work. So we do need to maintain a reasonable cash balance there, or at least have access to liquidity that would ensure that, if we get a request to go to work, we can do so quickly and effectively with access to the adequate amount of cash to prepare ourselves and mobilize equipment to the first site.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Then, as your question correctly positioned, we are in our business strategy for the Papua New Guinea business, also looking to seek out opportunities to expand and root our business in that region, which could include M&A activity in Papua New Guinea or in countries near Papua New Guinea and in the near vicinity of where I'm sitting at the moment, which is in Brisbane, Australia. So yes, the short answer was yes, and I think... I'm hoping that the long answer provided enough color for people to understand what, how we intend to move it, we, to use the cash on a forward basis.

Analyst

Perfect. Thanks for answering my questions, and good luck with the go-forward strategy, and I'll be looking forward to seeing announcements in the future. Thank you.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Thanks, Josef.

Operator

Once again, please press star one on your telephone's keypad if you have a question. There are no further questions registered at this time. I would now like to turn the meeting over to Mr. Maguire.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Thank you, Melanie. I'm hoping that the fact that there's not many questions today means that we've explained ourselves well, and and that we've been able to provide some adequate guidance to people who are interested in or invested in our two corporations as they begin to trade tomorrow. An exciting period, I guess, in the ongoing story of High Arctic, and and I'm hoping that we will be able to realize on the value that we expected to be created from the process of separating these two entities. I wish everybody a good afternoon. Thank you.

Operator

Thank you. The conference has now ended. Please disconnect your lines at this time. We thank you for your participation. Mr. Maguire?

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Yeah. Hi, Melanie.

Operator

Yes. So we had-

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

Hey, Melanie.

Operator

Hi, Mr. Bate. We had in total, 20 locations connected in today's conference.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Okay. That's pretty close to where we normally are. All right, very good.

Operator

Yeah.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Well, thank you for facilitating and moderating us today, Melanie.

Operator

No problem. My pleasure, and I hope I get to do the next one.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

We look forward to seeing you Melanie.

Operator

Okay. Thank you. Have a great day.

Mike Maguire
Mike Maguire
CEO at High Arctic Energy Services Inc

Okay, you too. Bye for now.

Lonn Bate
Lonn Bate
CFO at High Arctic Energy Services Inc

Yeah, you too. Bye now. Thanks.

Executives
    • Lonn Bate
      Lonn Bate
      CFO
    • Mike Maguire
      Mike Maguire
      CEO
Analysts
    • Analyst