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| Share Name | Share Symbol | Market | Type |
|---|---|---|---|
| Orecap Invest Corp | TSXV:OCI | TSX Venture | Common Stock |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.06 | 0.055 | 0.06 | 0.06 | 0.06 | 0.06 | 119,000 | 17:36:43 |
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Enerflex Ltd. (TSX:EFX) ("Enerflex" or "the Company"), a leading supplier of
products and services to the global energy industry, today reported its
financial and operating results for the three months ended March 31, 2012.
Financial Highlights
Three months ended March 31,
(unaudited)
($ millions, except per share
amounts and percentages) 2012 2011(1) Change ($)
----------------------------------------------------------------------------
Revenue $ 355.7 $ 314.5 41.2
Gross margin 62.3 55.4 6.9
Gross margin % 17.5% 17.6%
Operating income(2) 21.2 15.3 5.9
EBITDA(2) 31.4 27.1 4.3
Net earnings (loss)
Continuing 14.9 9.8 5.1
Discontinued (0.8) 0.1 (0.9)
Earnings (loss) per share
Continuing 0.19 0.13 0.06
Discontinued (0.01) 0.00 (0.01)
(1) Results for Q1 2011 have been prepared on a carve-out basis. Enerflex
became an independently operated and listed company on June 1, 2011.
(2) Operating income and Earnings before Interest, Taxes, Depreciation and
Amortization ("EBITDA") are non-GAAP measures that do not have a
standardized meaning and therefore are unlikely to be comparable to
similar measures presented by other issuers.
Enerflex reported improved results from continuing operations in the first
quarter of 2012, compared to the same period last year. Net earnings from
continuing operations improved by $5.1 million (51.5%) or $0.06 cents per share
as a result of higher revenues and higher gross margins, which were partially
offset by higher selling, general and administrative expenses.
The Company recorded bookings of $222.7 million during the quarter, which was
$21.0 million lower than the comparable period last year. The increase in
bookings in Canada and Northern U.S. was offset by lower bookings in the
Southern U.S. and International markets. Bookings have been driven predominantly
by activity in unconventional natural gas basins in Canada and liquids-rich gas
basins in the U.S. Backlog has grown to $927.6 million, which represents an
increase of $255.5 million (38.0%) compared to the same period last year. This
backlog provides good visibility for revenue growth for Engineered Systems in
2012. Sequentially, backlog has decreased by $58.5 million from December 31,
2011.
"With our Company's opening 2012 backlog, Enerflex is well-positioned to deliver
improved results through the balance of 2012," said J. Blair Goertzen,
Enerflex's President and Chief Executive Officer. "Given the current outlook for
natural gas prices in North America our balance sheet provides us with the
financial flexibility to weather any potential downturn in the Canadian natural
gas market and positions us to pursue opportunities to expand our global
footprint and grow our business. We see continued strength in the United States
and International markets for 2012."
First Quarter Highlights
In the three months ended March 31, 2012, Enerflex:
-- Generated revenue of $355.7 million compared to $314.5 million in the
first quarter of 2011. The increase of $41.2 million was a result of
increased revenue in all Enerflex segments;
-- Achieved a gross margin of $62.3 million or 17.5% compared to $55.4
million or 17.6% during the first quarter of 2011, an increase of $6.9
million;
-- Achieved operating income of $21.2 million or 6.0% of revenue compared
to $15.3 million or 4.9% during the first quarter of 2011;
-- Generated first quarter EBITDA of $31.4 million, an increase of $4.3
million over the first quarter of 2011;
-- Achieved net earnings from continuing operations in the first quarter of
$14.9 million ($0.19 cents per share), an increase of $5.1 million over
the same period last year;
-- Increased backlog to $927.6 million at March 31, 2012 compared to $672.1
million at March 31, 2011, an increase of 38.0% over the prior year;
-- Exited the quarter with $88.0 million in cash, resulting in net debt to
EBITDA ratio of 0.89:1 and a net debt to equity ratio of 0.03:1; and
-- The Houston facility expansion is on-going and scheduled to be fully
operational during the second quarter of 2012. This will double the
capacity of the Houston facility which will be used to serve the
Southern U.S., South American and International markets for compression
and processing equipment.
Subsequent to the end of the first quarter of 2012:
-- Enerflex declared a dividend of $0.06 per share, payable on July 5, 2012,
to shareholders of record on June 19, 2012; and
-- Gas Drive, a limited partnership of Enerflex, has taken steps to reduce
operating costs as a result of weak natural gas prices and the
corresponding decline in dry gas production. This has resulted in a
reduction of its administrative workforce at certain Canadian branches,
which is expected to produce annualized savings of approximately $4.0
million. Enerflex will record a reorganization expense of approximately
$1.5 million in the second quarter of 2012. The Company will continue to
focus on the opportunities for growth and position itself strategically
to support its customers in all Gas Drive service territories.
Financial Results
Enerflex's $41.2 million or 13.1% period-over-period increase in revenue to
$355.7 million in the first quarter of 2012 was a result of increased revenue in
the Canada and Northern U.S., Southern U.S., and International segments. Canada
and Northern U.S. revenues increased $8.3 million compared to the same period of
last year, while the International revenues increased by $9.3 million. The
Southern U.S. and South America segment revenues increased by $23.5 million to
$112.8 million from $89.3 million in 2011.
EBITDA totalled $31.4 million in the first three months of 2012, an increase of
15.9% compared to the same period of the prior year.
Gross margin of $62.3 million represented an increase of 12.5% over the first
quarter of 2011 primarily due to strong gross margin performance in Canada and
Northern U.S. and Southern U.S. and South America, as a result of higher margin
projects in opening backlog and better plant utilization. This was partially
offset by lower gross margin performance in the International business segment,
as a result of costs incurred on scope changes and potential warranty claims
related to certain projects during the quarter. Enerflex has recognized these
expenses with no corresponding revenue until the likelihood of recovery of these
costs can be ascertained. Enerflex has filed variation claims with respect to
these projects, which could result in revenue and gross margin recognition in
subsequent quarters if these claims are approved. Gross margin in the first
quarter of 2011 included $9.5 million with respect to a delayed project that was
completed in Middle East North Africa ("MENA") on more favorable terms than had
been anticipated.
Backlog at March 31, 2012 increased to $927.6 million compared to $672.1 million
at March 31, 2011, a 38.0% increase over the comparable period. This increase is
a result of increased activity in unconventional natural gas basins, liquids
rich shale resources in the United States and Canada, increased gas production
in MENA and various coal seam gas to liquefied natural gas projects in
Australia.
Enerflex's consolidated financial statements as at and for the three months
ended March 31, 2012, and the accompanying management's discussion and analysis,
will be available on the Enerflex website at www.enerflex.com or on SEDAR at
www.sedar.com.
Conference Call and Webcast Details
Enerflex will host a conference call for analysts and investors on Friday, May
11, 2012 at 8:00 a.m. MST (10:00 a.m. EST) to discuss the Company's 2012 first
quarter results. The call will be hosted by Mr. J. Blair Goertzen, President and
Chief Executive Officer and Mr. D. James Harbilas, Vice President and Chief
Financial Officer of Enerflex Ltd.
If you wish to participate in this conference call, please call, 1.800.952.4972
or 1.416.695.6617. Please dial in 10 minutes prior to the start of the call. No
passcode is required. The live audio webcast of the conference call will be
available on the Enerflex website at www.enerflex.com under the Investor
Relations section on May 11, 2012 at 8:00 a.m. MST (10:00 a.m. EST).
Approximately one hour after the call, a recording of the event will be
available on the Company's website.
A replay of the teleconference will be available one hour after the conclusion
of the call until midnight, May 18, 2012. Please call 1.800.408.3053 or
1.905.694.9451 and enter passcode 2184308.
About Enerflex
Enerflex Ltd. is a single source supplier of products and services to the global
oil and gas production industry. Enerflex provides natural gas compression and
oil and gas processing equipment for sale or lease, refrigeration systems and
power generation equipment and a comprehensive package of field maintenance and
contracting capabilities. Through the Company's ability to provide these
products and services in an integrated manner, or as stand-alone offerings,
Enerflex offers its customers a unique value proposition.
Headquartered in Calgary, Canada, Enerflex has approximately 3,100 employees.
Enerflex, its subsidiaries, interests in affiliates and joint-ventures operate
in Canada, the United States, Argentina, Colombia, Australia, the United
Kingdom, the United Arab Emirates, Egypt, Oman, Bahrain and Indonesia.
Enerflex's shares trade on the Toronto Stock Exchange under the symbol "EFX".
For more information about Enerflex, go to www.enerflex.com.
Advisory Regarding Forward-Looking Statements
To provide Enerflex shareholders and potential investors with information
regarding Enerflex, including management's assessment of future plans, Enerflex
has included in this news release certain statements and information that are
forward-looking statements or information within the meaning of applicable
securities legislation, and which are collectively referred to in this advisory
as "forward-looking statements." Information included in this news release that
is not a statement of historical fact is forward-looking information. When used
in this document, words such as "plans", "expects", "will", "may" and similar
expressions are intended to identify statements containing forward-looking
information. In developing the forward-looking information in this news release,
we have made certain assumptions with respect to general economic and industry
growth rates, commodity prices, currency exchange and interest rates,
competitive intensity and shareholder, regulatory and TSX approvals. Readers are
cautioned not to place undue reliance on forward-looking statements, as there
can be no assurance that the future circumstances, outcomes or results
anticipated in or implied by such forward-looking statements will occur or that
plans, intentions or expectations upon which the forward-looking statements are
based will occur.
Forward-looking information involves known and unknown risks and uncertainties
and other factors, which may cause or contribute to Enerflex achieving actual
results that are materially different from any future results, performance or
achievements expressed or implied by such forward-looking information. Such
risks and uncertainties include, among other things, the impact of general
economic conditions; industry conditions, including the adoption of new
environmental, taxation and other laws and regulations and changes in how they
are interpreted and enforced; volatility of oil and gas prices; oil and gas
product supply and demand; risks inherent in the ability to generate sufficient
cash flow from operations to meet current and future obligations, including
future dividends to shareholders of the Company; increased competition; the lack
of availability of qualified personnel or management; labour unrest;
fluctuations in foreign exchange or interest rates; stock market volatility;
opportunities available to or pursued by the Company, the reliability of
Toromont's historical financial information as an indicator of Enerflex's
historical or future results; potential tax liabilities if the requirements of
the tax-deferred spinoff rules are not met; the effect of Enerflex's rights plan
on any potential change of control transaction; obtaining financing; and other
factors, many of which are beyond its control.
The foregoing list of factors and risks is not exhaustive. For an augmented
discussion of the risk factors and uncertainties that affect or may affect
Enerflex, the reader is directed to the section entitled "Risk Factors" in
Enerflex's most recently filed Annual Information Form, as well as Enerflex's
other publicly filed disclosure documents, available on www.sedar.com. The
reader is cautioned that these factors and risks are difficult to predict and
that the assumptions used in the preparation of such information, although
considered reasonably accurate at the time of preparation, may prove to be
incorrect. Readers are cautioned that the actual results achieved will vary from
the information provided in this press release and that such variations may be
material. Consequently, Enerflex does not represent that actual results achieved
will be the same in whole or in part as those set out in the forward-looking
information.
Furthermore, the statements containing forward-looking information that are
included in this news release are made as of the date of this news release, and
Enerflex does not undertake any obligation, except as required by applicable
securities legislation, to update publicly or to revise any of the included
forward-looking information, whether as a result of new information, future
events or otherwise. The forward-looking information contained in this news
release is expressly qualified by this cautionary statement.
MANAGEMENT'S DISCUSSION AND ANALYSIS
The Management's Discussion and Analysis ("MD&A") should be read in conjunction
with the unaudited interim consolidated financial statements for the three
months ended March 31, 2012 and 2011 and the audited consolidated financial
statements for the year ended December 31, 2011. They should also be read in
combination with Toromont Industries Ltd. ("Toromont") Management Information
Circular relating to an arrangement involving Toromont Industries Ltd., its
shareholders, Enerflex Ltd. ("Enerflex" or "the Company") and 7787014 Canada
Inc. ("Information Circular" or "Arrangement") dated April 11, 2011.
The interim consolidated financial statements reported herein have been prepared
in accordance with International Financial Reporting Standards ("IFRS") and are
presented in Canadian dollars unless otherwise stated. IFRS has been adopted in
Canada as Generally Accepted Accounting Principles ("GAAP") and as a result,
GAAP and IFRS are used interchangeably within this MD&A.
The MD&A has been prepared taking into consideration information that is
available up to May 10, 2012 and focuses on information and key statistics from
the interim consolidated financial statements, and pertains to known risks and
uncertainties relating to the oil and gas service sector. This discussion should
not be considered all-inclusive, as it excludes possible future changes that may
occur in general economic, political and environmental conditions. Additionally,
other elements may or may not occur which could affect industry conditions
and/or Enerflex Ltd. in the future. Additional information relating to the
Company, including the Annual Information Form and Information Circular, is
available on SEDAR at www.sedar.com.
FORWARD-LOOKING STATEMENTS
This MD&A contains forward-looking statements. Certain statements containing
words such as "anticipate", "could", "expect", "seek", "may", "intend", "will",
"believe" and similar expressions, statements that are based on current
expectations and estimates about the markets in which the Company operates and
statements of the Company's belief, intentions and expectations about
development, results and events which will or may occur in the future constitute
"forward-looking statements" and are based on certain assumptions and analyses
made by the Company derived from its experience and perceptions. All statements,
other than statements of historical fact contained in this MD&A are
forward-looking statements, including, without limitation: statements with
respect to anticipated financial performance; future capital expenditures,
including the amount and nature thereof; bookings and backlog; oil and gas
prices and demand; other development trends of the oil and gas industry;
business prospects and strategy; expansion and growth of the business and
operations, including market share and position in the energy service markets;
the ability to raise capital; expectations regarding future dividends;
expectations and implications of changes in government regulation, laws and
income taxes; and other such matters. In addition, other written or oral
statements which constitute forward-looking statements may be made from time to
time by and on behalf of the Company. Such forward-looking statements are
subject to important risks, uncertainties, and assumptions which are difficult
to predict and which may affect the Company's operations, including, without
limitation: the impact of general economic conditions; industry conditions,
including the adoption of new environmental, taxation and other laws and
regulations and changes in how they are interpreted and enforced; volatility of
oil and gas prices; oil and gas product supply and demand; risks inherent in the
ability to generate sufficient cash flow from operations to meet current and
future obligations, including future dividends to shareholders of the Company;
increased competition; the lack of availability of qualified personnel or
management; labour unrest; fluctuations in foreign exchange or interest rates;
stock market volatility; opportunities available to or pursued by the Company
and other factors, many of which are beyond its control.
As such, actual results, performance, or achievements could differ materially
from those expressed in, or implied by, these forward-looking statements and
accordingly, no assurance can be given that any of the events anticipated by the
forward-looking statements will transpire or occur, or if any of them do so,
what benefits, including the amount of proceeds or dividends the Company and its
shareholders, will derive there-from. The forward-looking statements contained
herein are expressly qualified in their entirety by this cautionary statement.
The forward-looking statements included in this MD&A are made as of the date of
this MD&A and other than as required by law, the Company disclaims any intention
or obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
THE COMPANY
Enerflex was formed after the acquisition of Enerflex Systems Income Fund
("ESIF") by Toromont and subsequent integration of ESIF's products and services
with Toromont's existing Natural Gas Compression and Processing business. In
January 2010, the operations of Toromont Energy Systems Inc., a subsidiary of
Toromont Industries Ltd., were combined with the operations of ESIF to form
Enerflex Ltd. Enerflex began independent operations on June 1, 2011 pursuant to
the Arrangement with Toromont which received all necessary regulatory approvals.
The transaction was implemented by way of a plan of arrangement whereby Toromont
shareholders received one share of Enerflex for each common share of Toromont,
creating two independent public companies - Toromont Industries Ltd. and
Enerflex Ltd. Enerflex's shares began trading on the Toronto Stock Exchange
("TSX") on June 3, 2011 under the symbol EFX.
Enerflex Ltd. is a single-source supplier for natural gas compression, oil and
gas processing, refrigeration systems and power generation equipment - plus
in-house engineering and mechanical services expertise. The Company's broad
in-house resources provide the capability to engineer, design, manufacture,
construct, commission and service hydrocarbon handling systems. Enerflex's
expertise encompasses field production facilities, compression and natural gas
processing plants, CO2 processing plants, refrigeration systems and power
generators serving the natural gas production industry.
Headquartered in Calgary, Canada, Enerflex has approximately 3,100 employees
worldwide. Enerflex, its subsidiaries, interests in affiliates and
joint-ventures operate in Canada, the United States, Argentina, Colombia,
Australia, the United Kingdom, the United Arab Emirates, Oman, Egypt, Bahrain
and Indonesia.
OVERVIEW
The oil and natural gas service sector in Canada and Northern U.S. has a
distinct seasonal trend in activity levels which results from wellsite access
and drilling pattern adjustments to take advantage of weather conditions.
Generally, Enerflex's Engineered Systems product line has experienced higher
revenues in the fourth quarter of each year while the Service and Rentals
product line revenues are more stable throughout the year. Rentals revenues are
also impacted by both the Company's and its customer's capital investment
decisions.
The Southern U.S. and South America and International markets are not
significantly impacted by seasonal variations. Variations from these trends in
all regional segments generally occur when hydrocarbon energy fundamentals are
either improving or deteriorating.
During the first quarter of 2012, Enerflex recorded strong bookings in the
Canada and Northern U.S. and Southern U.S. and South America regions, while
bookings in the International segment were $42.6 million lower as a result of
the varying nature of project awards in this region. Projects in the
International markets are typically larger projects with longer evaluation and
award timelines. Manufacturing activity levels for the Engineered Systems
product line have increased in all regions as backlog at the start of 2012 was
$986.1 million, compared to $643.6 million at the start of 2011. Service
activity levels have remained stable in the first quarter of 2012 in Canada and
Northern U.S. and Southern U.S. and South America when compared to the first
quarter of 2011. In response to low natural gas prices, natural gas producers in
both of these regions have announced their intention to curtail or "shut-in" dry
gas production and this could potentially impact revenues from our Service
product line in future periods. Service activity levels increased in our
International region as a result of new service contracts in Middle East North
Africa ("MENA") and increased activity levels in Australia related to Coal Seam
Gas ("CSG") to Liquefied Natural Gas ("LNG") development.
North American rental utilization levels have increased to 62% in the first
quarter of 2012, compared to 56% in the same quarter of 2011. The increase in
utilization is primarily due to the sale of idle rental units from the fleet,
resulting in a decrease in the total horsepower available.
In the International segment, MENA continues to expand as key Service contracts
in the region commenced operations and we continue to actively evaluate and
submit proposals in this region. The European Service and Combined Heat and
Power ("CHP") business, within the International segment, has been reported as a
discontinued operation for the twelve months ended December 31, 2011, and for
the comparative periods in 2012. In 2011, Enerflex recorded a total impairment
of $54.0 million, consisting of non-cash impairments of $46.0 million for
goodwill, intangible assets, deferred tax assets and fair value adjustments, and
anticipated cash transaction costs totalling $8.0 million.
FINANCIAL HIGHLIGHTS
Three months ended March 31,
($ Canadian thousands) 2012 2011
----------------------------------------------------------------------------
Revenue
Canada and Northern U.S. $ 150,646 $ 142,298
Southern U.S. and South America 112,840 89,339
International 92,245 82,872
----------------------------------------------------------------------------
Total revenue $ 355,731 $ 314,509
Gross margin 62,317 55,377
Selling and administrative expenses 41,146 40,080
----------------------------------------------------------------------------
Operating income $ 21,171 $ 15,297
Gain on disposal of property, plant and
equipment - (742)
Equity earnings (427) (201)
----------------------------------------------------------------------------
Earnings before finance costs and taxes $ 21,598 $ 16,240
Finance costs and income 1,377 2,337
----------------------------------------------------------------------------
Earnings before taxes $ 20,221 $ 13,903
Income tax expense 5,323 4,071
Gain on sale of discontinued operations - 1,430
Loss from discontinued operations (754) (1,376)
----------------------------------------------------------------------------
Net earnings $ 14,144 $ 9,886
------------------------------
------------------------------
Key Ratios
----------------------------------------------------------------------------
Gross margin as a % of revenues 17.5% 17.6%
Selling and administrative expenses as a % of
revenues 11.6% 12.7%
Operating income as a % of revenues 6.0% 4.9%
Income taxes as a % of earnings before taxes 26.3% 29.3%
----------------------------------------------------------------------------
NON-GAAP MEASURES
Three months ended March 31,
($ Canadian thousands) 2012 2011
----------------------------------------------------------------------------
EBITDA
Earnings before finance costs and taxes $ 21,598 $ 16,240
Depreciation and amortization 9,789 10,879
----------------------------------------------------------------------------
EBITDA $ 31,387 $ 27,119
------------------------------
------------------------------
Cash flow
Cash flow from operations $ 22,561 $ 16,811
Non-cash working capital and other (945) 429
----------------------------------------------------------------------------
Cash flow provided by operations $ 21,616 $ 17,240
------------------------------
------------------------------
The success of the Company and business unit strategies is measured using a
number of key performance indicators, some of which are outlined below. These
measures are also used by management in its assessment of relative investments
in operations. Some of these key performance indicators are not measurements in
accordance with GAAP. It is possible that these measures will not be comparable
to similar measures prescribed by other companies. They should not be considered
as an alternative to net income or any other measure of performance under GAAP.
Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA")
EBITDA provides the results generated by the Company's primary business
activities prior to consideration of how those activities are financed, assets
are amortized or how the results are taxed in various jurisdictions.
Cash Flow
Cash flow provides the amount of cash generated by the business (net of non-cash
working capital) and measures the Company's ability to finance capital programs
and meet financial obligations.
Operating Income and Operating Margin
Each operating segment assumes responsibility for its operating results as
measured by, amongst other factors, operating income, which is defined as income
before income taxes, interest income, interest expense, equity income or loss
and gain or loss on sale of assets. Financing and related charges cannot be
attributed to business segments on a meaningful basis that is comparable to
other companies. Business segments and income tax jurisdictions are not
synonymous, and it is believed that the allocation of income taxes distorts the
historical comparability of the performance of business segments.
Bookings and Backlog
Bookings and backlog are monitored by Enerflex as an indicator of future revenue
and business activity levels for Enerflex's Engineered Systems' product line.
Bookings are recorded in a period when a firm commitment or order has been
received from customers. Bookings increase backlog in the period that they are
received. Revenue recognized on Engineered Systems products decrease backlog in
the period that this revenue is recognized. As a result backlog is an indication
of revenue to be recognized in future periods using percentage of completion
accounting.
FOR THE THREE MONTHS ENDED MARCH 31, 2012
During the first quarter of 2012, the Company generated $355.7 million in
revenue, as compared to $314.5 million in the first quarter of 2011. The
increase of $41.2 million was the result of increased revenue in all three of
Enerflex's segments. As compared to the three month period ended March 31, 2011:
-- Canada and Northern U.S. revenues increased by $8.3 million as a result
of higher Engineered Systems and Service revenue. Engineered Systems
revenue was higher as a result of higher opening backlog for the first
quarter of 2012, compared to the same period in 2011. Increased
exploration of unconventional gas in the Montney and the Horn River
shale plays throughout 2011 had a favorable impact in this region.
Service revenue during the first quarter of 2012 was marginally higher
compared to the same period in 2011. Natural gas producers in this
region have begun to curtail dry gas production in 2012 as a result of
weak natural gas prices. This could negatively impact Service revenue in
future quarters. Rental revenue was slightly lower in the quarter
despite higher utilization rates. This was due to lower pricing on the
sale of rental units compared to the same period in 2011;
-- Southern U.S. and South America revenues increased by $23.5 million, as
a result of increased Engineered Systems and Service revenue in the
first quarter of 2012. Engineered Systems revenue was higher as a result
of higher activity levels in liquids rich resource basins and revenue
recognition associated with projects that were previously delayed.
Service revenues were slightly higher as a result of new branches being
opened in close proximity to the Eagle Ford shale play as activity
levels in this and other liquids rich basins have remained strong
throughout the quarter; and
-- International revenues increased by $9.4 million as a result of
increased revenue in Australia and International Production and
Processing ("P&P"), partially offset by lower revenues in MENA. Revenues
in the comparable quarter of 2011 for MENA included $15.6 million with
respect to a delayed project that was completed on more favorable terms
than originally anticipated. Revenues in Australia during the first
quarter of 2012 were higher as a result of increased activity in the
development of CSG and construction projects in Western Australia. P&P
revenues were higher due to increased demand for gas processing
equipment in MENA as we continue to expand in this region.
Gross Margin for the three months ended March 31, 2012 was $62.3 million or
17.5% of revenue as compared to $55.4 million or 17.6% of revenue for the three
months ended March 31, 2011. The increase in gross margin of $6.9 million was
primarily due to strong gross margin performance in Canada and Northern U.S. and
Southern U.S. and South America, as a result of higher margin projects in
opening backlog, and better plant utilization. This was partially offset by
lower gross margin performance in the International segment, as a result of
costs incurred due to scope changes and potential warranty claims on certain
projects. Enerflex has recognized the costs associated with these projects with
no corresponding revenue recorded until the likelihood of recovery of these
costs can be ascertained. Enerflex has filed variation claims with these
customers which could result in revenue and gross margin recognition in
subsequent quarters if these claims are approved. Gross margin in the comparable
quarter of 2011 included $9.5 million with respect to a delayed project that was
completed in MENA on more favorable terms than originally anticipated.
Selling, General and Administrative ("SG&A") expenses were $41.1 million or
11.6% of revenue during the three months ended March 31, 2012, compared to $40.1
million or 12.7% of revenue in the same period of 2011. The increase in SG&A
expenses during the quarter is primarily attributable to higher compensation and
incentive costs, partially offset by lower occupancy costs and lower
depreciation and amortization resulting from the sale of non-core facilities
during 2011.
Operating Income assists the reader in understanding the net contributions made
from the Company's core businesses after considering all SG&A expenses. During
the first quarter of 2012, Enerflex produced an operating income of $21.2
million or 6.0% of revenue as compared to operating income of $15.3 million or
4.9% of revenue in 2011. The increase in operating income was a result of the
same factors contributing to the increased revenue and gross margin, which was
partially offset by higher SG&A expenses.
Finance Costs and Income totaled $1.4 million for the three months ended March
31, 2012, compared with $2.3 million in the same period of 2011, a decrease of
$0.9 million. Finance costs in 2012 were lower than those in 2011 primarily as a
result of lower average borrowings, a lower effective interest rate and higher
finance income arising from higher cash balances.
Income Tax Expense totaled $5.3 million or 26.3% of earnings before tax for the
three months ended March 31, 2012 compared with an expense of $4.1 million or
29.3% of earnings before tax in the same period of 2011. The increase in income
tax expense was due to higher pretax earnings. Enerflex's effective tax rate
decreased compared to the same period in 2011 as a result of increased earnings
in lower tax jurisdictions within Canada and Northern U.S. and the International
segment and lower earnings in higher tax jurisdictions within the Southern U.S.
and South America segment.
Net Earnings for the first quarter of 2012, from continuing operations were
$14.9 million or $0.19 cents per share, as compared to $9.8 million or $0.13
cents per share in the same period of 2011.
Loss from discontinued operations reflects the results of Enerflex Environmental
Australia ("EEA") during 2011 and Enerflex Europe ("EE") during 2011 and 2012.
These business units recorded a net loss from discontinued operations of $0.8
million ($0.01 cents per share) and net income of $0.1 million in the first
quarter of 2012 and 2011 respectively.
SEGMENTED RESULTS
Enerflex operates three business segments: Canada and Northern U.S., Southern
U.S. and South America, and International, which operate as follows:
1. Canada and Northern U.S. is comprised of three divisions:
-- Manufacturing, with business units operating in Canada and the
Northern U.S., focuses on Compression and Power which provides
custom and standard compression packages for reciprocating and screw
compressor applications, Production and Processing which designs,
manufactures, constructs and installs modular natural gas processing
equipment and Retrofit which operates from plants located in
Calgary, Alberta and Casper, Wyoming;
-- Service provides mechanical services and parts as the authorized
Waukesha distributor to the oil and gas industries, focusing in
Canada and Northern U.S. Enerflex re-branded its service business
during the fourth quarter of 2011 as Gas Drive Global LP ("Gas
Drive") and was awarded new service territories within the U.S. All
future parts sales and service revenue will be undertaken by this
new wholly owned entity; and
-- Rentals which provides compression and natural gas processing
equipment rentals in Canada and Northern U.S.
2. Southern U.S. and South America is comprised of three divisions:
-- Compression and Power provides custom and standard compression
packages for reciprocating and screw compressor applications from
facilities located in Houston, Texas;
-- Production and Processing designs, manufactures, constructs and
installs modular natural gas processing equipment; and
-- Service which provides mechanical services and products to the oil
and gas industries focusing on Southern and Eastern U.S., as well as
South America.
3. International is comprised of four divisions:
Continuing Operations:
-----------------------
-- AustralAsia division provides process construction for gas and power
facilities and compression package assembly. This division also provides
mechanical service and parts, as the authorized Waukesha distributor for
the oil and gas industry in this region;
-- MENA provides engineering, procurement and construction services, as
well as operating and maintenance services for gas compression and
processing facilities in the region; and
-- P&P designs, manufactures, constructs and installs modular natural gas
processing equipment, and waste gas systems, for the natural gas, heavy
oil Steam Assisted Gravity Drainage ("SAGD") and heavy mining segments
of the market.
Discontinued Operations:
-------------------------
-- Europe provides CHP generator products and mechanical service to the CHP
product line. Enerflex has announced its intention to exit this business
through a sale, partial sale or closure of these operations. As a result
of this decision, the Europe division is reported as a discontinued
operation.
Each regional business segment has three main product lines:
Engineered Systems product line includes engineering, fabrication and assembly
of standard and custom-designed compression packages, production and processing
equipment and facilities and power generation systems. The Engineered Systems
product line tends to be more cyclical with respect to revenue, gross margin and
earnings before interest and income taxes than Enerflex's other business
segments. Revenues are derived primarily from the investments made in natural
gas infrastructure by producers.
The Services product line includes support services, labor and parts sales to
the oil and gas industry. Enerflex, through its wholly owned Gas Drive
subsidiary, is an authorized distributor for Waukesha engines and parts in
Canada, Alaska, Northern U.S., Australia, Indonesia and Papua New Guinea.
Enerflex is also an exclusive authorized distributor for Altronic, a leading
manufacturer of electric ignition and control systems in Canada, Australia,
Papua New Guinea and New Zealand. Finally, Enerflex is an authorized distributor
of Jenbacher parts and engines in Canada. Service revenues tend to be fairly
stable as ongoing equipment maintenance is generally required to maintain the
customer's natural gas production.
Rentals revenue includes a variety of rental and leasing alternatives for
natural gas compression, power generation and processing equipment. The rental
fleet is primarily deployed in Western Canada and Northern U.S. Expansion in
international markets is conducted on a selective basis to minimize the risk of
these newer markets.
CANADA AND NORTHERN U.S.
Three months ended March 31,
($ Canadian thousands) 2012 2011
----------------------------------------------------------------------------
Segment revenue $ 165,095 $ 143,558
Intersegment revenue (14,449) (1,260)
----------------------------------------------------------------------------
Revenue $ 150,646 $ 142,298
------------------------------
------------------------------
Revenue - Engineered Systems $ 101,061 $ 92,936
Revenue - Service $ 39,597 $ 39,225
Revenue - Rental $ 9,988 $ 10,137
Operating income $ 12,667 $ 6,834
Segment revenues as a % of total revenues 42.3% 45.2%
Service revenues as a % of segment revenues 26.3% 27.6%
Operating income as a % of segment revenues 8.4% 4.8%
------------------------------
Canada and Northern U.S. revenues totaled $150.6 million in the first quarter of
2012 as compared to $142.3 million for the same period of 2011. The increase of
$8.3 million was the result of higher Engineered Systems due to higher opening
backlog in the first quarter of 2012 compared to the same period in 2011. The
Montney and Horn River were very active resource basins throughout 2011
resulting in strong bookings in the latter half of the year. Service revenue was
higher as a result of marginally higher parts sales during the first quarter of
2012. This was partially offset by lower Rental revenue resulting from lower
pricing on the sale of rental units. Weak natural gas prices have resulted in
dry gas production being curtailed by certain producers which could result in
lower activity levels for our Service and Rental business in this region.
Operating income increased to $12.7 million in 2012 from $6.8 million in 2011.
This $5.9 million increase was due to better gross margin performance, resulting
from higher gross margins in opening backlog and higher realized margins as a
result of better project execution and strong plant utilization. This was
partially offset by higher SG&A expenses during the quarter.
SOUTHERN U.S. AND SOUTH AMERICA
Three months ended March 31,
($ Canadian thousands) 2012 2011
----------------------------------------------------------------------------
Segment revenue $ 113,146 $ 89,475
Intersegment revenue (306) (136)
----------------------------------------------------------------------------
Revenue $ 112,840 $ 89,339
------------------------------
------------------------------
Revenue - Engineered Systems $ 103,298 $ 80,326
Revenue - Service $ 9,542 $ 9,013
Operating income $ 9,769 $ 8,202
Segment revenues as a % of total revenues 31.7% 28.4%
Service revenues as a % of segment revenues 8.5% 10.1%
Operating income as a % of segment revenues 8.7% 9.2%
------------------------------
Southern U.S. and South America revenues totaled $112.8 million in the first
quarter of 2012 as compared to $89.3 million in the first quarter of 2011. The
increase of $23.5 million was the result of higher opening backlog in Engineered
Systems for the first quarter of 2012, compared to the same period in 2011 and
revenue recognition on projects that were previously deferred from 2011 into the
first quarter of 2012. Service revenues were also higher in the first quarter of
2012, compared to the same period in 2011 resulting from increased activity
levels in new branches that were opened to service equipment located in the
Eagle Ford and Permian resource basins. The liquids rich resource basins such as
the Eagle Ford, Woodford and Permian have remained active in this segment in the
first quarter of 2012 which has resulted in strong backlog levels.
Operating income increased from $8.2 million in the first quarter of 2011 to
$9.8 million in the first quarter of 2012, as a result of higher revenues, and
higher gross margin, which was partially offset by higher SG&A compared to the
same period in 2011.
INTERNATIONAL
Three months ended March 31,
($ Canadian thousands) 2012 2011
----------------------------------------------------------------------------
Segment revenue $ 92,600 $ 85,023
Intersegment revenue (355) (2,151)
----------------------------------------------------------------------------
Revenue $ 92,245 $ 82,872
------------------------------
------------------------------
Revenue - Engineered Systems $ 76,900 $ 70,434
Revenue - Service $ 14,403 $ 11,454
Revenue - Rental $ 942 $ 984
Operating (loss) income $ (1,265) $ 261
Segment revenues as a % of total revenues 25.9% 26.3%
Service revenues as a % of segment revenues 15.6% 13.8%
Operating (loss) income as a % of segment
revenues (1.4)% 0.3%
------------------------------
Continuing Operations:
International revenues totaled $92.2 million in the first quarter of 2012,
compared to $82.9 million in the same period of 2011. The increase of $9.3
million was due to higher activity levels in Australia related to CSG projects
and higher activity levels in P&P for gas processing projects in Africa. This
was partially offset by lower revenue in MENA. Revenue in the first quarter of
2011 included $15.6 million resulting from a delayed project that was completed
on more favorable terms than originally anticipated.
Operating loss for the first quarter of 2012 was $1.3 million, compared to
operating income of $0.3 million in the first quarter of 2011. The operating
loss was due to costs incurred on scope changes and potential warranty claims
related to certain projects during the quarter. Consistent with IFRS guidelines,
Enerflex has recognized these expenses with no corresponding revenue recorded
until the likelihood of recovery of these costs can be ascertained. Enerflex has
filed variation claims with respect to these projects, which could result in
revenue and gross margin recognition in subsequent quarters if these claims are
approved. In addition, operating income in the first quarter of 2011 included
$9.5 million with respect to a delayed gas compression project that was
completed in MENA on more favorable terms than originally anticipated.
Discontinued Operations:
Operating results for the International segment do not include the results for
the discontinued operations of the EEA business, which was sold in the first
quarter of 2011 for a gain of $1.4 million net of tax. During the third quarter
of 2011, Enerflex announced its intention to exit the European Service and CHP
operations via a sale, partial sale or closure of this business unit. As a
result, this business unit has been reported as a discontinued operation since
the third quarter of 2011 and has been excluded from the operating results of
the International segment.
These two discontinued operations recorded a loss before tax totaling $0.8
million in the first quarter of 2012 compared to a gain of $0.1 million in the
same period a year ago.
BOOKINGS AND BACKLOG
The Company records bookings and backlog when a firm commitment is received from
customers for the Engineered Systems product line. Bookings represent new orders
awarded to Enerflex during the period. Backlog represents unfulfilled orders at
period end and is an indicator of future Engineered Systems revenue for the
Company.
Bookings Three months ended March 31,
($ Canadian thousands) 2012 2011
----------------------------------------------------------------------------
Canada and Northern U.S. $ 88,600 $ 58,999
Southern U.S. and South America 115,592 123,578
International 18,546 61,141
----------------------------------------------------------------------------
Total bookings $ 222,738 $ 243,718
------------------------------
Backlog As at March 31,
($ Canadian thousands) 2012 2011
----------------------------------------------------------------------------
Canada and Northern U.S. $ 164,595 $ 103,213
Southern U.S. and South America 296,916 189,742
International 466,073 379,142
----------------------------------------------------------------------------
Total backlog $ 927,584 $ 672,097
------------------------------
Backlog at March 31, 2012 was $927.6 million compared to $672.1 million at March
31, 2011, representing a 38.0% increase over the prior year.
Backlog in Canada and Northern U.S. was $61.4 million higher in 2012 as a result
of increased activity in unconventional resource basins such as the Montney and
Horn River in 2011 and into the first quarter of 2012. The Southern U.S. and
South America backlog was $107.2 million higher during 2012 as a result of
increased activity in the liquids rich shale resources in the Eagle Ford,
Marcellus, Permian and Woodford resource basins. The International backlog was
$86.9 million higher in 2012, compared to the same period in 2011, as a result
of increased activity in Australia related to CSG exploration and increased
activity in MENA related to gas production for domestic consumption.
QUARTERLY SUMMARY
Earnings per Earnings per
Net share - share -
($ Canadian thousands) Revenue(1) earnings(1) basic(1,2) diluted(1,2)
March 31, 2012 $ 355,371 $ 14,898 $ 0.19 $ 0.19
December 31, 2011 383,802 17,719 0.22 0.22
September 30, 2011 282,335 16,979 0.22 0.22
June 30, 2011 246,491 12,209 0.16 0.16
March 31, 2011 314,509 9,832 0.13 0.13
December 31, 2010 347,616 8,319 0.11 0.11
September 30, 2010 270,859 5,062 0.06 0.06
June 30, 2010 244,502 3,686 0.05 0.05
(1) Amounts presented are from continuing operations.
(2) Enerflex shares were issued pursuant to the Arrangement on June 1, 2011;
as a result, per share amounts for comparative periods are based on
Toromont's common shares at the time of initial exchange.
FINANCIAL POSITION
The following table outlines significant changes in the Consolidated
Statement of Financial Position as at March 31, 2012 as compared to December
31, 2011:
----------------------------------------------------------------------------
Increase
($ Canadian millions) (Decrease) Explanation
----------------------------------------------------------------------------
Assets:
----------------------------------------------------------------------------
Accounts receivable (18.7) The decrease in accounts
receivable is due to lower
revenues in the first quarter of
2012 and improved cash
collections.
----------------------------------------------------------------------------
Inventory (23.1) The decrease is primarily related
to lower work in process and
direct material inventory,
partially offset by higher
distribution parts inventory.
----------------------------------------------------------------------------
Property, plant and 7.5 The increase is primarily related
equipment to the expansion of our Houston
manufacturing facility and the
installation of a new Enterprise
Resource Planning ("ERP") system,
partially offset by depreciation
charges.
----------------------------------------------------------------------------
Rental equipment (5.0) The decrease is primarily related
to depreciation charges and the
sale of equipment, partially
offset by rental asset additions
during the quarter.
----------------------------------------------------------------------------
Intangible assets (2.7) The decrease is due to
amortization of intangible assets
related to the ESIF acquisition.
----------------------------------------------------------------------------
Goodwill (2.2) The decrease is primarily related
to a foreign exchange revaluation
of goodwill allocated to the
Southern U.S. and South America
and International segments.
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Liabilities:
----------------------------------------------------------------------------
Accounts payable and accrued (13.1) The decrease is primarily related
liabilities to the payment of major equipment
purchases and year end incentive
bonuses that were accrued at
December 31, 2011.
----------------------------------------------------------------------------
Provisions 1.3 The increase is due to higher
warranty claims anticipated on
certain projects.
----------------------------------------------------------------------------
Deferred revenues (38.7) The decrease is related to lower
bookings in the first quarter of
2012 and revenue recognition
exceeding progress billings in the
Canada and Northern U.S. and
International segment in the
quarter.
----------------------------------------------------------------------------
Long-term debt (3.1) The decrease is due to the
repayment of borrowings on the
Company's credit facility.
----------------------------------------------------------------------------
LIQUIDITY
The Company's primary sources of liquidity and capital resources are:
-- Cash generated from continuing operations;
-- Bank financing and operating lines of credit; and
-- Issuance and sale of debt and equity instruments.
Statement of Cash Flows
Three months ended March 31,
($ Canadian thousands) 2012 2011
Cash, beginning of period $ 81,200 $ 15,000
Cash provided by (used in):
Operating activities 21,616 17,240
Investing activities (8,892) 2,167
Financing activities (5,493) (5,523)
Exchange rate changes on foreign currency cash (464) (311)
----------------------------------------------------------------------------
Cash, end of period $ 87,967 $ 28,573
-------------------------
Operating Activities
For the three months ended March 31, 2012, cash provided by operating activities
was $21.6 million as compared to $17.2 million in the same period of 2011. The
increase of $4.4 million was a result of improved profitability from continuing
operations.
Investing Activities
Cash used in investing activities was $8.9 million for the three months ended
March 31, 2012, as compared to cash generated of $2.2 million during the same
period of 2011. Capital expenditures for the three months ended March 31, 2012
increased by $7.5 million compared to the same period in 2011, as a result of
increased expenditures related to the expansion of the Company's Houston
manufacturing facility and the ERP conversion. Proceeds on the sale of assets
and non-core operations was $4.9 million lower in the first quarter of 2012
compared to the same period of the prior year. Enerflex sold its EEA business
unit during the first quarter of 2011 for $3.4 million as it was not considered
a core operation.
Financing Activities
Cash used in financing activities for the three months ended March 31, 2012 was
$5.5 million, which was comparable to the same period of 2011. Enerflex paid
dividends of $4.6 million and repaid $3.3 million of debt during the first
quarter of 2012.
The Company expects that continued cash flows from operations in 2012, together
with cash and cash equivalents on hand and currently available credit
facilities, will be more than sufficient to fund its requirements for
investments in working capital and capital assets.
RISK MANAGEMENT
In the normal course of business, the Company is exposed to financial and
operating risks that may potentially impact its operating results in any or all
of its business segments. The Company employs risk management strategies with a
view to mitigating these risks on a cost-effective basis. Derivative financial
agreements are used to manage exposure to fluctuations in exchange rates and
interest rates. The Company does not enter into derivative financial agreements
for speculative purposes.
Foreign Exchange Risk
Enerflex mitigates the impact of exchange rate fluctuations by matching expected
future U.S. dollar denominated cash inflows with U.S. dollar liabilities,
principally through the use of foreign exchange contracts, bank debt, accounts
payable and by manufacturing U.S. dollar denominated contracts at plants located
in the U.S. The Company utilizes U.S. based manufacturing plants, combined with
foreign exchange forward contracts as its primary mitigation strategy to hedge
any net foreign currency exposure. Forward contracts are entered into for the
amount of the net foreign dollar exposure for a term matching the expected
payment terms outlined in the sales contract.
The Company applies hedge accounting for foreign exchange forward contracts for
firm commitments, which are designated as cash flow hedges. For cash flow
hedges, fair value changes of the effective portion of the hedging instrument
are recognized in accumulated other comprehensive income, net of taxes. The
ineffective portion of fair value changes is recognized in net income. Amounts
charged to accumulated other comprehensive income ("AOCI") are reclassified to
the statement of earnings when the hedged transaction affects the income
statement.
Outstanding forward contracts are marked-to-market at the end of each period
with any gain or loss on the forward contract included in accumulated other
comprehensive income until such time as the forward contract is settled, when it
flows to income.
Enerflex does not hedge its exposure to investments in foreign subsidiaries.
Exchange gains and losses on net investments in foreign subsidiaries are
included in accumulated other comprehensive income. The AOCI at the end of 2011
of $7.9 million declined to $2.9 million at March 31, 2012, as a result of
changes in the value of the Canadian dollar against the Euro, Australian dollar
and U.S. dollar. The Canadian dollar appreciated by 2% against the U.S. dollar
in the first quarter of 2012 versus an appreciation of 2% against the U.S.
dollar during the same period of 2011. The Australian dollar appreciated by 1%
against the Canadian dollar during the first quarter of 2012, consistent with a
1% appreciation in the same period of 2011. The Euro depreciated against the
Canadian dollar by 1% during the first quarter of 2012, as compared to a 3%
depreciation in the same period of 2011.
The types of foreign exchange risk and the Company's related risk management
strategies are as follows:
Transaction Exposure
The Canadian operations source the majority of its products and major components
from the United States. Consequently, reported costs of inventory and the
transaction prices charged to customers for equipment and parts are affected by
the relative strength of the Canadian dollar. The Company mitigates exchange
rate risk by entering into foreign currency contracts to fix the cost of
imported inventory where appropriate.
The Company also sells compression packages in foreign currencies, primarily the
U.S. dollar and the Australian dollar and enters into foreign currency contracts
to reduce exchange rate risks.
Most of Enerflex's international orders are manufactured in the U.S. operations
if the contract is denominated in U.S. dollars. This minimizes the Company's
foreign currency exposure on these projects.
The Company identifies and hedges all significant transactional currency risks.
Translation Exposure
The Company's earnings from, and net investment in, foreign subsidiaries are
exposed to fluctuations in exchange rates. The currencies with the most
significant impact are the U.S. dollar and Australian dollar.
Assets and liabilities are translated into Canadian dollars using the exchange
rates in effect at the statement of financial position dates. Unrealized
translation gains and losses are deferred and included in accumulated other
comprehensive income. The cumulative currency translation adjustments are
recognized in income when there has been a reduction in the ownership interest
in the foreign operations.
Earnings from foreign operations are translated into Canadian dollars each
period at average exchange rates for the period. As a result, fluctuations in
the value of the Canadian dollar relative to these other currencies will impact
reported net earnings. Such exchange rate fluctuations have historically not
been material year-over-year relative to the overall earnings or financial
position of the Company.
Interest rate risk
The Company's liabilities include long-term debt that is subject to fluctuations
in interest rates. The Company's Notes outstanding at March 31, 2012 include
interest rates that are fixed and therefore will not be impacted by fluctuations
in market interest rates. The Company's Bank Facilities however, are subject to
changes in market interest rates. For each 1.0% change in the rate of interest
on the Bank Facilities, the change in interest expense for the three months
ended March 31, 2012 would be approximately $0.3 million. All interest charges
are recorded in the statement of earnings in finance costs.
Credit risk
Financial instruments that potentially subject the Company to credit risk
consist of cash equivalents, accounts receivable, and derivative financial
instruments. The carrying amount of assets included on the balance sheet
represents the maximum credit exposure.
Cash equivalents consist mainly of short-term investments, such as money market
deposits with maturity dates of 90 days or less. The Company has deposited the
cash equivalents with highly rated financial institutions, from which management
believes the risk of loss to be remote.
The Company has accounts receivable from clients engaged in various industries
including natural gas producers, natural gas transportation, agricultural,
chemical and petrochemical processing and the generation and sale of
electricity. These specific industries may be affected by economic factors that
may impact accounts receivable. Enerflex has entered into a number of
significant projects through to 2013. One customer accounted for 12.4% of the
Company's total revenue for the three months ended March 31, 2012.
The credit risk associated with net investment in sales-type lease arises from
the possibility that the counterparty may default on their obligations. In order
to minimize this risk, the Company enters into sales-type lease transactions
only in select circumstances. Close contact is maintained with the customer over
the duration of the lease to ensure visibility to issues as, and if, they arise.
The credit risk associated with derivative financial instruments arises from the
possibility that the counterparties may default on their obligations. In order
to minimize this risk, the Company enters into derivative transactions only with
highly-rated financial institutions.
Liquidity risk
Liquidity risk is the risk that the Company may encounter difficulties in
meeting obligations associated with financial liabilities. Accounts payable are
primarily due within 90 days and will be satisfied from current working capital.
CAPITAL RESOURCES
On May 1, 2012, Enerflex had 77,588,681 shares outstanding. Enerflex has not
established a formal dividend policy and the Board of Directors anticipates
setting the quarterly dividends based on the availability of cash flow and
anticipated market conditions, taking into consideration business opportunities
and the need for growth capital. In the first quarter of 2012, the Company
declared a dividend of $0.06 per share.
The Company has a series of credit facilities with a syndicate of banks ("Bank
Facilities") totaling $325.0 million. The Bank Facilities consist of a committed
4-year $270.0 million revolving credit facility ("the Revolver"), a committed
4-year $10.0 million operating facility ("the Operator"), a committed 4-year
$20.0 million Australian operating facility ("the Australian Operator") and a
committed 4-year $25.0 million bi-lateral letter of credit facility ("the LC
Bi-Lateral"). The Revolver, Operator, Australian Operator and LC Bi-Lateral are
collectively referred to as the Bank Facilities. The Bank Facilities were funded
on June 1, 2011.
The Bank Facilities have a maturity date of June 1, 2015 ("Maturity Date"), but
may be extended annually on or before the anniversary date with the consent of
the lenders. In addition, the Bank Facilities may be increased by $50.0 million
at the request of the Company, subject to the lenders' consent. There is no
required or scheduled repayment of principal until the Maturity Date of the Bank
Facilities.
Drawings on the Bank Facilities are available by way of Prime Rate loans
("Prime"), U.S. Base Rate loans, London Interbank Rate ("LIBOR") loans, and
Bankers' Acceptance ("BA") notes. The Company may also draw on the Bank
Facilities through bank overdrafts in either Canadian or U.S. dollars and issue
letters of credit under the Bank Facilities.
Pursuant to the terms and conditions of the Bank Facilities, a margin is applied
to drawings on the Bank Facilities in addition to the quoted interest rate. The
margin is established in basis points and is based on consolidated net debt to
EBITDA ratio. The margin is adjusted effective the first day of the third month
following the end of each fiscal quarter based on the above ratio.
The Company also has a committed facility with one of the lenders in the Bank
Facilities for the issuance of letters of credit ("the Bi-Lateral"). The amount
available under the Bi-Lateral is $50.0 million and has a maturity date of June
1, 2013, which may be extended annually with the consent of the lender. Drawings
on the Bi-Lateral are by way of letters of credit.
In addition, the Company has a committed facility with a U.S. lender ("U.S.
Facility") in the amount of $20.0 million U.S. dollars. Drawings on the U.S.
Facility are by way of LIBOR loans, U.S. Base Rate loans and letters of credit.
The maturity date of the U.S. Facility is July 1, 2014 and may be extended
annually at the request of the Company, subject to the lenders consent. There
are no required or scheduled repayments of principal until the maturity date of
the U.S. Facility.
The Company completed the restructuring of its debt with the closing of a
private placement for $90.5 million in Unsecured Private Placement Notes
("Notes") during the second quarter of 2011. The Notes mature on two separate
dates with $50.5 million, with a coupon of 4.841%, maturing on June 22, 2016 and
$40.0 million, with a coupon of 6.011%, maturing on June 22, 2021.
The Bank Facilities, the Bi-Lateral and the U.S. Facility are unsecured and rank
pari passu with the Notes. The Company is required to maintain certain covenants
on the Bank Facilities, the Bi-Lateral, the U.S. Facility and the Notes. As at
March 31, 2012, the Company was in compliance with these covenants.
At March 31, 2012, the Company had $28.1 million drawn against the Bank Facilities.
CONTRACTUAL OBLIGATIONS, COMMITTED CAPITAL INVESTMENT AND OFF-BALANCE SHEET
ARRANGEMENTS
The Company's contractual obligations are contained in the following table.
CONTRACTUAL OBLIGATIONS
Payments due by period
($ Canadian thousands) 2012 2013-2014 2015-2016 Thereafter Total
----------------------------------------------------------------------------
Leases $ 9,377 $ 15,692 $ 9,288 $ 7,450 $ 41,807
Purchase obligations 12,851 1,312 - - 14,163
----------------------------------------------------------------------------
Total $ 22,228 $ 17,004 $ 9,288 $ 7,450 $ 55,970
---------------------------------------------------
---------------------------------------------------
The majority of the Company's lease commitments are operating leases for Service
vehicles.
The majority of the Company's purchase commitments relate to major components
for the Engineered Systems product line and to long-term information technology
and communications contracts entered into in order to reduce the overall cost of
services received.
The Company does not believe that it has off-balance sheet arrangements that
have, or are reasonably likely to have, a current or future material effect on
the Company's financial condition, results of operations, liquidity or capital
expenditures.
RELATED PARTIES
Enerflex transacts with certain related parties as a normal course of business.
Related parties include Toromont, which owned 100% of Enerflex until June 1,
2011, and Total Production Services Inc. ("Total"), which was an influenced
investee by virtue of the Company's 40% investment in Total. As described in the
interim consolidated financial statements the Company has two joint ventures,
Presson-Descon International (Private) Limited ("PDIL") and Enerflex-ES.
All transactions occurring with related parties were in the normal course of
business under the same terms and conditions as transactions with unrelated
companies. A summary of the financial statement impacts of all transactions with
all related parties are as follows:
Three months ended March 31,
($ Canadian thousands) 2012 2011
----------------------------------------------------------------------------
Management fees $ - $ 3,767
Purchases 118 223
Interest expense - 1,168
----------------------------------------------------------------------------
December 31,
($ Canadian thousands) March 31, 2012 2011
Accounts receivable $ 44 $ 44
----------------------------------------------------------------------------
The above noted management fee and interest expense was paid to Toromont during
2011; there are no related party transactions with or payables due to Toromont
as at March 31, 2012.
Purchases identified above for 2012 and 2011 were from Total. The accounts
receivable balances outstanding at March 31, 2012 and December 31, 2011 were
from the joint venture.
All related party transactions are settled in cash.
ACCOUNTING POLICIES
(a) Performance Share Units
In the first quarter of 2012, the Company approved a new performance share unit
("PSU") plan. PSUs may be granted at the discretion of the Human Resources and
Compensation Committee ("HRCC") to officers of the Company or its related
entities. A PSU is a notional unit that entitles the holder to receive payment,
as described below, from the Company equal to the number of vested PSUs
multiplied by the weighted average price per share at which the shares of the
Company have traded on the TSX during the last 5 trading days immediately
preceding the valuation date. Vesting is based on the achievement of performance
measures and objectives specified by the HRCC. The HRCC assesses performance of
the officer to determine the vesting percentage, which can range from 0%-200%.
On the 14th day after the determination of the vesting percentage, the holder
will be paid for the vested PSUs either in cash or in shares of the Company
acquired by the Company on the open market on behalf of the holder, at the
discretion of the Company.
PSU recipients are entitled to additional PSUs over and above those initially
granted based on the notional number of units that could have been purchased
using the proceeds of notional dividends that would have been received had the
units then subject to vesting been actual shares in the Company, following each
dividend paid to Shareholders of the Company. The additional PSUs are calculated
with each dividend declared by the Company.
(b) Restricted Share Units
In the first quarter of 2012, the Company approved a new restricted share unit
("RSU") plan. RSUs may be granted at the discretion of the HRCC to any officers
or other key employees of the Company or its related entities. A RSU is a
notional unit that entitles the holder to receive payment, as described below,
from the Company equal to the number of vested RSUs multiplied by the weighted
average price per share at which the shares of the Company have traded on the
TSX during the last 5 trading days immediately preceding the vesting date. RSUs
vest at a rate of one-third on the 1st, 2nd and 3rd anniversaries of the award
date. Within 30 days of the vesting date, the holder will be paid for the vested
RSUs either in cash or in shares of the Company acquired by the Company on the
open market on behalf of the holder, at the discretion of the Company.
RSU recipients are entitled to additional RSUs over and above those initially
granted based on the notional number of units that could have been purchased
using the proceeds of notional dividends that would have been received had the
units then subject to vesting been actual shares in the Company, following each
dividend paid to Shareholders of the Company. The additional RSUs are calculated
with each dividend declared by the Company.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of the Company's interim consolidated financial statements in
accordance with IFRS requires management to make judgments, estimates and
assumptions that affect the application of policies and reported amounts of
revenues and expenses during the reporting period, as well as, assets and
liabilities at the date of the interim consolidated financial statements. On an
ongoing basis, management reviews its estimates, particularly those related to
revenue recognition for long-term contracts, provisions for warranty,
depreciation of property, plant and equipment and rental equipment, amortization
of finite life intangible assets, allowances for doubtful accounts, impairment
of non-financial assets, impairment of goodwill, income taxes, assets held for
sale and discontinued operations and the fair value of financial instruments.
Changes in facts and circumstances may result in revised estimates, and actual
results could differ from those estimates. Revisions to accounting estimates are
recognized in the period in which the estimate is revised if the revision
affects only that period, or in the period of the revision and future periods,
if the revision affects both current and future periods.
FUTURE ACCOUNTING PRONOUNCEMENTS
The Company has reviewed new and revised accounting pronouncements that have
been issued but are not yet effective and determined that the following may have
an impact on the Company:
As of January 1, 2013, the Company will be required to adopt IFRS 10
Consolidated Financial Statements; IFRS 11 Joint Arrangements; IFRS 12
Disclosure of Interest in Other Entities; IFRS 13 Fair Value Measurement; and
IAS 1 Presentation of Items of Other Comprehensive Income.
IFRS 10 Consolidated Financial Statements replaces the consolidation
requirements in SIC-12 Consolidation-Special Purpose Entities and IAS 27
Consolidated and Separate Financial Statements. The standard identifies the
concept of control as the determining factor in whether an entity should be
included within the consolidated financial statements of the parent company and
provides additional guidance to assist in the determination of control where
this is difficult to assess. At this time, the Company does not expect that its
previous assessments of control will change and therefore no change is expected
upon adoption of this standard.
IFRS 11 Joint Arrangements replaces IAS 31 Interests in Joint Ventures and
SIC-13 Jointly-controlled Entities - Non-Monetary Contributions by Venturers.
IFRS 11 uses some of the terms that were originally used by IAS 31, but with
different meanings. This standard addresses two forms of joint arrangements
(joint operations and joint ventures) where there is joint control. The Company
is assessing its existing joint arrangements, which are currently
proportionately consolidated, to determine if there will be a change in the
accounting for these interests.
IFRS 12 Disclosure of Interest in Other Entities is a new and comprehensive
standard on disclosure requirements for all forms of interests in other
entities, including subsidiaries, joint arrangements, associates and
unconsolidated structured entities. The standard includes disclosure about
significant judgments and assumptions made in determining whether the entity
controls, jointly controls or has significant influence over other entities. The
Company's disclosures will be updated as required upon adoption of this
standard.
IFRS 13 Fair Value Measurement provides new guidance on how to measure fair
value and aims to enhance fair value disclosures. The Company would maximize the
use of quoted prices for the same or similar assets in active markets in
determining fair value. For non-financial assets where there is no active
market, the Company must consider the best use that another market participant
would have for the asset even if that is not the Company's current use for the
asset. The effect of any changes for the Company is limited to fair value
disclosures for financial instruments, the fair value of assets held for sale
and in asset impairment calculations. The Company's disclosures will be updated
as required upon adoption of this standard.
IAS 1 Presentation of Items of Other Comprehensive Income has been amended to
require entities to split items of other comprehensive income ("OCI") between
those that are reclassed to income and those that are not. The Company's
consolidated statement of OCI will be updated as required upon adoption of this
Standard.
There are no other standards and interpretations that have been issued, but are
not yet effective, that the Company anticipates will have a material effect on
the interim consolidated financial statements once adopted.
RESPONSIBILITY OF MANAGEMENT AND THE BOARD OF DIRECTORS
Management is responsible for the information disclosed in this MD&A and the
accompanying consolidated financial statements, and has in place appropriate
information systems, procedures and controls to ensure that information used
internally by management and disclosed externally is materially complete and
reliable. In addition, the Company's Audit Committee, on behalf of the Board of
Directors, provides an oversight role with respect to all public financial
disclosures made by the Company, and has reviewed and approved this MD&A and the
accompanying consolidated financial statements. The Audit Committee is also
responsible for determining that management fulfills its responsibilities in the
financial control of operations, including disclosure controls and procedures
("DC&P") and internal control over financial reporting ("ICFR").
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING
The Chief Executive Officer and the Chief Financial Officer, together with other
members of management, have designed the Company's DC&P to provide reasonable
assurance that material information relating to the Company and its consolidated
subsidiaries would have been known to them and by others within those entities.
Additionally, they have designed ICFR to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
reporting in accordance with IFRS.
There have been no significant changes in the design of the Company's internal
controls over financial reporting during the three month period ended March 31,
2012 that would materially affect, or is reasonably likely to materially affect,
the Company's internal controls over financial reporting.
While the Officers of the Company have designed the Company's disclosure
controls and procedures and internal controls over financial reporting, they
expect that these controls and procedures may not prevent all errors and fraud.
A control system, no matter how well conceived or operated, can only provide
reasonable, not absolute, assurance that the objectives of the control system
are met.
SUBSEQUENT EVENTS
Subsequent to March 31, 2012, the Company declared a dividend of $0.06 per
share, payable on July 5, 2012, to shareholders of record on June 19, 2012.
Also subsequent to March 31, 2012, Gas Drive, a limited partnership of Enerflex,
has taken steps to reduce operating costs as a result of weak natural gas prices
and the corresponding decline in dry gas production. This has resulted in a
reduction of its administrative workforce at certain Canadian branches, which is
expected to produce annualized savings of approximately $4.0 million. Enerflex
will record a reorganization expense of approximately $1.5 million during the
second quarter of 2012. The Company will continue to focus on the opportunities
for growth and position itself strategically to support its customers in all Gas
Drive service territories.
OUTLOOK FOR MARKETS
Enerflex entered 2012 with significantly stronger backlog than the prior year.
Bookings during the twelve months of 2011, including the large International
contract in the Sultanate of Oman received during the fourth quarter of 2011,
resulted in backlog for Engineered Systems of approximately $1.0 billion to
start 2012.
The Canada and Northern U.S. region benefited from improved bookings and backlog
during 2011 and in the first quarter of 2012, as a result of increased activity
in Canada's unconventional gas basins in the Montney and the Horn River basins.
Natural gas prices have fallen below $2.00/mcf during the first quarter of 2012
and North America has experienced a very mild winter, which has increased
storage levels well above the five year average. This has created uncertainty
for producers and capital spending directed at dry gas production has been
reduced for natural gas exploration in this region during 2012. In addition,
producers have announced that they will curtail dry gas production as a result
of weak natural gas prices. This could negatively impact Enerflex's Engineered
Systems, Service and Rentals business during the current year.
The Southern U.S. and South America region also experienced improved bookings
and backlog during the twelve months of 2011. Bookings for the first quarter of
2012 were slightly lower than the same period a year ago. Strong activity in
liquids rich U.S. gas basins has driven new orders for compression and
processing equipment for this region. These liquids rich resource basins can
achieve superior returns for producers despite low natural gas prices due to the
higher value that could be realized for the natural gas liquids ("NGL"). In
addition, the requirement for gas compression and gas processing equipment for
liquids rich resource basins like Eagle Ford, Woodford and Permian has increased
backlog in this region. Enerflex's U.S. business is heavily weighted to activity
in liquids rich resource basins and as long as the frac spread (the differential
between NGL prices and natural gas prices) remains high, the Company expects
activity levels to remain strong in this region. It is possible that activity
levels in dry gas resource basins like Haynesville and Barnett could be
negatively impacted by weak natural gas prices in 2012.
The International region continues to hold considerable long-term opportunity
has benefited from strong bookings and backlog during the twelve months of 2011.
Activity in these regions is being driven by increased activity in Australia's
natural gas industry. There are numerous Liquefied Natural Gas projects in early
stages of development with the potential for additional phases to be developed
in the future. In the Middle East and North Africa, Enerflex has taken a
targeted approach to mitigate exposure to political unrest. The Company's
primary areas of focus have been Bahrain, Kuwait, Egypt, Oman and the United
Arab Emirates. Enerflex has achieved commercial operations of some key projects
in the region during 2011 and was awarded a $228.0 million U.S. dollar gas
processing plant in the region. Domestic demand for gas in this region remains
strong and the Company is well positioned to compete for future projects in Oman
and Bahrain for compression, processing equipment and after-market service
support. Project tendering, bid evaluation and contract award have longer lead
times in the International region due to projects being larger in scale and
scope.
INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (unaudited)
(All amounts in thousands of Canadian dollars)
As at December 31,
March 31, 2012 2011
----------------------------------------------------------------------------
Assets
Current assets
Cash and cash equivalents $ 87,967 $ 81,200
Accounts receivable (Note 7) 235,746 254,482
Inventories (Note 8) 217,295 240,419
Income tax receivable 107 2,800
Derivative financial instruments 1,903 2,136
Other current assets 14,060 15,220
----------------------------------------------------------------------------
Total current assets 557,078 596,257
Property, plant and equipment (Note 9) 130,584 123,130
Rental equipment (Note 9) 96,938 101,908
Deferred tax assets 40,539 39,581
Other assets (Note 10) 6,777 8,167
Intangible assets (Note 11) 28,825 31,528
Goodwill 457,763 459,935
----------------------------------------------------------------------------
1,318,504 1,360,506
----------------------------------------------------------------------------
Assets held for sale (Note 5) 9,661 10,054
----------------------------------------------------------------------------
Total assets $ 1,328,165 $ 1,370,560
------------------------------
------------------------------
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accrued liabilities
(Note 12) $ 140,926 $ 153,980
Provisions 14,240 12,953
Income taxes payable 6,257 2,410
Deferred revenues 196,069 234,756
Derivative financial instruments 153 455
----------------------------------------------------------------------------
Total current liabilities 357,645 404,554
Long-term debt (Note 13) 115,903 118,963
Other liabilities 418 590
----------------------------------------------------------------------------
473,966 524,107
----------------------------------------------------------------------------
Liabilities related to assets held for sale
(Note 5) 10,564 10,191
----------------------------------------------------------------------------
Total liabilities $ 484,530 $ 534,298
------------------------------
------------------------------
Guarantees, commitments and contingencies
(Note 14)
Shareholders' Equity
Share capital (Note 16) 211,298 207,409
Contributed surplus (Note 17) 655,377 656,536
Retained deficit (26,050) (35,540)
Accumulated other comprehensive income 2,927 7,857
----------------------------------------------------------------------------
Total shareholders' equity before non-
controlling interest 843,552 836,262
----------------------------------------------------------------------------
Non-controlling interest 83 -
----------------------------------------------------------------------------
Total shareholders' equity and non-controlling
interest 843,635 836,262
----------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 1,328,165 $ 1,370,560
------------------------------
------------------------------
See accompanying Notes to the Interim Consolidated Financial Statements.
INTERIM CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)
(All amounts in thousands of Canadian dollars)
Three Months Ended March 31, 2012 2011
----------------------------------------------------------------------------
Revenues $ 355,731 $ 314,509
Cost of goods sold 293,414 259,132
----------------------------------------------------------------------------
Gross margin 62,317 55,377
Selling and administrative expenses 41,146 40,080
----------------------------------------------------------------------------
Operating income 21,171 15,297
Gain on disposal of property, plant and
equipment - (742)
Equity earnings from associates (427) (201)
----------------------------------------------------------------------------
Earnings before finance costs and income taxes 21,598 16,240
Finance costs 1,732 2,620
Finance income (355) (283)
----------------------------------------------------------------------------
Earnings before income taxes 20,221 13,903
Income taxes (Note 15) 5,323 4,071
----------------------------------------------------------------------------
Net earnings from continuing operations $ 14,898 $ 9,832
Gain on sale of discontinued operations (Note
6) - 1,430
Loss from discontinued operations (Note 6) (754) (1,376)
----------------------------------------------------------------------------
Net earnings $ 14,144 $ 9,886
------------------------------
------------------------------
Net earnings attributable to:
Controlling interest $ 14,144 $ 9,881
Non-controlling interest $ - $ 5
Earnings per share - basic (Note 19)
Continuing operations $ 0.19 $ 0.13
Discontinued operations $ (0.01) $ 0.00
Earnings per share - diluted (Note 19)
Continuing operations $ 0.19 $ 0.13
Discontinued operations $ (0.01) $ 0.00
Weighted average number of shares - basic 77,488,497 77,162,569
Weighted average number of shares - diluted 77,701,369 77,492,954
See accompanying Notes to the Interim Consolidated Financial Statements.
INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)
(All amounts in thousands of Canadian dollars)
Three Months Ended March 31, 2012 2011
----------------------------------------------------------------------------
Net earnings $ 14,144 $ 9,886
Other comprehensive income (loss):
Change in fair value of derivatives
designated as cash flow hedges net of
income tax expense (2012:
$126; 2011: $229) 427 589
(Loss) gain on derivatives designated as
cash flow hedges transferred to net income
in the current year, net of income tax
(recovery) expense (2012: ($14); 2011: $33) (44) 84
Unrealized loss on translation of financial
statements of foreign operations (5,313) (3,153)
----------------------------------------------------------------------------
Other comprehensive loss $ (4,930) $ (2,480)
----------------------------------------------------------------------------
Total comprehensive income $ 9,214 $ 7,406
------------------------------
------------------------------
See accompanying Notes to the Interim Consolidated Financial Statements.
INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
(All amounts in thousands of Canadian dollars)
Three Months Ended March 31, 2012 2011
----------------------------------------------------------------------------
Operating Activities
Net earnings $ 14,144 $ 9,886
Items not requiring cash and cash equivalents:
Depreciation and amortization 9,789 10,879
Equity earnings from associates (427) (201)
Deferred income taxes (1,316) (540)
Stock option expense (Note 18) 331 -
(Gain) loss on sale of:
Discontinued operations - (2,471)
Property, plant and equipment 40 (742)
----------------------------------------------------------------------------
22,561 16,811
Net change in non-cash working capital and
other (945) 429
----------------------------------------------------------------------------
Cash provided by operating activities $ 21,616 $ 17,240
----------------------------------------------------------------------------
Investing Activities
Additions to:
Rental equipment (Note 9) $ (2,345) $ (4,012)
Property, plant and equipment (Note 9) (11,534) (2,396)
Proceeds on disposal of:
Rental equipment 3,038 1,975
Property, plant and equipment 48 2,630
Disposal of discontinued operations, net of
cash (Note 6) - 3,389
Change in other assets 1,818 581
----------------------------------------------------------------------------
(8,975) 2,167
Net change in non-cash working capital and
other 83 -
----------------------------------------------------------------------------
Cash (used in) provided by investing
activities $ (8,892) $ 2,167
----------------------------------------------------------------------------
Financing Activities
Repayment of note payable $ - $ (8,320)
Repayment of long-term debt (3,254) -
Dividends (4,638) -
Stock option exercises 2,399 -
Equity from parent - 2,797
----------------------------------------------------------------------------
Cash used in financing activities $ (5,493) $ (5,523)
----------------------------------------------------------------------------
Effect of exchange rate changes on cash and
cash equivalents denominated in foreign
currencies $ (464) $ (311)
Increase in cash and cash equivalents 6,767 13,573
Cash and cash equivalents, beginning of period 81,200 15,000
----------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 87,967 $ 28,573
------------------------------
------------------------------
Supplemental cash flow information (Note 22).
See accompanying Notes to the Interim Consolidated Financial Statements.
INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)
(All amounts in thousands of Canadian dollars)
Foreign
currency
Net Share Contributed Retained translation
investment capital surplus deficit adjustments
----------------------------------------------------------------------------
At December 31, 2010 $ 849,977 $ - $ - $ - $ (10,901)
Net earnings 9,881 - - - -
Other comprehensive
(loss) income - - - - (3,153)
Owner's
investment/dividends 2,800 - - - -
----------------------------------------------------------------------------
At March 31, 2011 $ 862,658 $ - $ - $ - $ (14,054)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
At December 31, 2011 $ - $207,409 $ 656,536 $(35,540) $ 6,881
Net earnings - - - 14,144 -
Non-controlling
Interest - - - - -
Other comprehensive
(loss) income - - - - (5,313)
Effect of stock
option plans - 3,889 (1,159) - -
Dividends - - - (4,654) -
----------------------------------------------------------------------------
At March 31, 2012 $ - $211,298 $ 655,377 $(26,050) $ 1,568
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total
accumulated
other Non-
Hedging comprehensive controlling
reserve (loss) income interest Total
----------------------------------------------------------------------------
At December 31, 2010 $ 56 $ (10,845) $ 396 $ 839,528
Net earnings - - 5 9,886
Other comprehensive
(loss) income 673 (2,480) - (2,480)
Owner's
investment/dividends - - - 2,800
----------------------------------------------------------------------------
At March 31, 2011 $ 729 $ (13,325) $ 401 $ 849,734
----------------------------------------------------------------------------
----------------------------------------------------------------------------
At December 31, 2011 $ 976 $ 7,857 $ - $ 836,262
Net earnings - - - 14,144
Non-Controlling
Interest - - 83 83
Other comprehensive
(loss) income 383 (4,930) - (4,930)
Effect of stock
option plans - - - 2,730
Dividends - - - (4,654)
----------------------------------------------------------------------------
At March 31, 2012 $ 1,359 $ 2,927 $ 83 $ 843,635
----------------------------------------------------------------------------
----------------------------------------------------------------------------
See accompanying Notes to the Interim Consolidated Financial Statements.
Notes to the Interim Consolidated Financial Statements (unaudited)
(Unaudited) (All amounts in thousands of Canadian dollars, except per share
amounts or as otherwise noted)
Note 1. Nature and Description of the Company
Enerflex Ltd. ("Enerflex" or "the Company") was formed subsequent to the
acquisition of Enerflex Systems Income Fund ("ESIF") by Toromont Industries Ltd.
("Toromont") and subsequent integration of Enerflex's products and services with
Toromont's existing Natural Gas Compression and Processing business.
On May 16, 2011 Toromont Shareholders approved the Plan of Arrangement ("the
Arrangement") that established Enerflex as a stand-alone publicly traded company
listed on the Toronto Stock Exchange ("TSX"). In connection with the
Arrangement, Toromont common shareholders received one share of Enerflex for
each common share of Toromont, creating two independent public companies -
Toromont Industries Ltd. and Enerflex Ltd.
Enerflex began independent operations on June 1, 2011 pursuant to the
Arrangement with Toromont. Enerflex's shares began trading on the TSX on June 3,
2011 under the symbol "EFX".
In the second quarter of 2011, Enerflex entered into a transitional services
agreement (the "Agreement") pursuant to which Toromont provided consulting
services and other assistance with respect to information technology of Enerflex
which, from time to time, were reasonably requested by Enerflex in order to
assist in its transition to a public company, independent from Toromont. Unless
terminated earlier, the Agreement will expire on June 1, 2012. The Agreement
reflects terms negotiated in anticipation of each company being a stand-alone
public company, each with independent directors and management teams.
Accordingly, until the completion of the Arrangement, Toromont and Enerflex were
considered related parties due to the parent - subsidiary relationship that
existed. Subsequent to June 1, 2011, Toromont was no longer considered a related
party.
Headquartered in Calgary, the registered office is located at 904, 1331 Macleod
Trail SE, Calgary, Canada. Enerflex has approximately 3,100 employees worldwide.
Enerflex, its subsidiaries, affiliates and joint-ventures operate in Canada, the
United States, Argentina, Colombia, Australia, the United Kingdom, the United
Arab Emirates ("UAE"), Oman, Egypt, Bahrain and Indonesia.
Note 2. Basis of Presentation and Measurement
(a) Statement of Compliance
These interim consolidated financial statements have been prepared in accordance
with IAS 34, Interim Financial Reporting ("IAS 34") using accounting policies
consistent with International Financial Reporting Standards ("IFRS") as issued
by the International Accounting Standards Board ("IASB"). Certain prior year
amounts have been reclassified to conform with the current period's
presentation.
(b) Basis of Presentation and Measurement
These interim consolidated financial statements for the three months ended March
31, 2012 and 2011 were prepared in accordance with IAS 34 and accordingly,
should be read together with the annual consolidated financial statements for
the year ended December 31, 2011.
The historical financial statements for the three months ended March 31, 2011
have been derived from the accounting system of Toromont using the historical
results of operations and historical bases of assets and liabilities of the
business transferred to Enerflex on a carve-out accounting basis.
As the Company operated as a subsidiary of Toromont up to May 31, 2011 and was a
stand-alone entity effective June 1, 2011, certain historical financial
information includes an allocation of selected Toromont corporate expenses up to
the date of the Arrangement.
The carve-out operating results of Enerflex were specifically identified based
on Toromont's divisional organization. Certain other expenses presented in the
interim consolidated financial statements represent allocations and estimates of
services incurred by Toromont on behalf of Enerflex.
These interim consolidated financial statements are presented in Canadian
dollars rounded to the nearest thousand and are prepared on a going concern
basis under the historical cost convention with certain financial assets and
financial liabilities at fair value. There have been no significant changes in
accounting policies to those described in the annual consolidated financial
statements for the year ended December 31, 2011. Standards and guidelines
issued, but not yet effective, for the current accounting period are described
in Note 4.
These interim consolidated financial statements were authorized for issue by the
Board of Directors on May 10, 2012.
(c) Basis of Consolidation
These interim consolidated financial statements include the accounts of the
Company and its subsidiaries. Subsidiaries are fully consolidated from the date
of acquisition, and continue to be consolidated until the date that control
ceases. The financial statements of the subsidiaries are prepared for the same
reporting period as the parent company, using consistent accounting policies.
All intra-group balances, income and expenses, and unrealized gains and losses
resulting from intra-group transactions are eliminated in full.
Note 3. Summary of Significant Accounting Policies
(a) Performance Share Units
In the first quarter of 2012, the Company approved a new performance share unit
("PSU") plan. PSUs may be granted at the discretion of the Human Resources and
Compensation Committee ("HRCC") to officers of the Company or its related
entities. A PSU is a notional unit that entitles the holder to receive payment,
as described below, from the Company equal to the number of vested PSUs
multiplied by the weighted average price per share at which the shares of the
Company have traded on the TSX during the last 5 trading days immediately
preceding the valuation date. Vesting is based on the achievement of performance
measures and objectives specified by the HRCC. The HRCC assesses performance of
the officer to determine the vesting percentage, which can range from 0%-200%.
On the 14th day after the determination of the vesting percentage, the holder
will be paid for the vested PSUs either in cash or in shares of the Company
acquired by the Company on the open market on behalf of the holder, at the
discretion of the Company.
PSU recipients are entitled to additional PSUs over and above those initially
granted based on the notional number of units that could have been purchased
using the proceeds of notional dividends that would have been received had the
units then subject to vesting been actual shares in the Company, following each
dividend paid to Shareholders of the Company. The additional PSUs are calculated
with each dividend declared by the Company.
(b) Restricted Share Units
In the first quarter of 2012, the Company approved a new restricted share unit
("RSU") plan. RSUs may be granted at the discretion of the HRCC to any officers
or other key employees of the Company or its related entities. A RSU is a
notional unit that entitles the holder to receive payment, as described below,
from the Company equal to the number of vested RSUs multiplied by the weighted
average price per share at which the shares of the Company have traded on the
TSX during the last 5 trading days immediately preceding the vesting date. RSUs
vest at a rate of one-third on the 1st, 2nd and 3rd anniversaries of the award
date. Within 30 days of the vesting date, the holder will be paid for the vested
RSUs either in cash or in shares of the Company acquired by the Company on the
open market on behalf of the holder, at the discretion of the Company.
RSU recipients are entitled to additional RSUs over and above those initially
granted based on the notional number of units that could have been purchased
using the proceeds of notional dividends that would have been received had the
units then subject to vesting been actual shares in the Company, following each
dividend paid to Shareholders of the Company. The additional RSUs are calculated
with each dividend declared by the Company.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of the Company's interim consolidated financial statements in
accordance with IAS 34 requires management to make judgments, estimates and
assumptions that affect the application of policies and reported amounts of
revenues and expenses during the reporting period, as well as, assets and
liabilities at the date of the interim consolidated financial statements. On an
ongoing basis, management reviews its estimates, particularly those related to
revenue recognition for long-term contracts, provisions for warranty,
depreciation of property, plant and equipment and rental equipment, amortization
of finite life intangible assets, allowances for doubtful accounts, impairment
of non-financial assets, impairment of goodwill, income taxes, assets held for
sale and discontinued operations. Changes in facts and circumstances may result
in revised estimates, and actual results could differ from those estimates.
Revisions to accounting estimates are recognized in the period in which the
estimate is revised if the revision affects only that period or in the period of
the revision and future periods if the revision affects both current and future
periods.
Note 4. Changes in Accounting Policies
Future Accounting Changes
The Company has reviewed new and revised accounting pronouncements that have
been issued but are not yet effective and determined that the following may have
an impact on the Company:
As of January 1, 2013, the Company will be required to adopt IFRS 10
Consolidated Financial Statements; IFRS 11 Joint Arrangements; IFRS 12
Disclosure of Interest in Other Entities; IFRS 13 Fair Value Measurement; and
IAS 1 Presentation of Items of Other Comprehensive Income.
IFRS 10 Consolidated Financial Statements replaces the consolidation
requirements in SIC-12 Consolidation-Special Purpose Entities and IAS 27
Consolidated and Separate Financial Statements. The standard identifies the
concept of control as the determining factor in whether an entity should be
included within the consolidated financial statements of the parent company and
provides additional guidance to assist in the determination of control where
this is difficult to assess. At this time, the Company does not expect that its
previous assessments of control will change and therefore no change is expected
upon adoption of this standard.
IFRS 11 Joint Arrangements replaces IAS 31 Interests in Joint Ventures and
SIC-13 Jointly-Controlled Entities - Non-Monetary Contributions by Venturers.
IFRS 11 uses some of the terms that were originally used by IAS 31, but with
different meanings. This standard addresses two forms of joint arrangements
(joint operations and joint ventures) where there is joint control. The Company
is assessing its existing joint arrangements, which are currently
proportionately consolidated, to determine if there will be a change in the
accounting for these interests.
IFRS 12 Disclosure of Interest in Other Entities is a new and comprehensive
standard on disclosure requirements for all forms of interests in other
entities, including subsidiaries, joint arrangements, associates and
unconsolidated structured entities. The standard includes disclosure about
significant judgments and assumptions made in determining whether the entity
controls, jointly controls, or has significant influence over other entities.
The Company's disclosures will be updated as required upon adoption of this
standard.
IFRS 13 Fair Value Measurement provides new guidance on how to measure fair
value and aims to enhance fair value disclosures. The Company would maximize the
use of quoted prices for the same or similar assets in active markets in
determining fair value. For non-financial assets where there is no active
market, the Company must consider the best use that another market participant
would have for the asset even if that is not the Company's current use for the
asset. The effect of any changes for the Company is limited to fair value
disclosures for financial instruments, the fair value of assets held for sale
and in asset impairment calculations. The Company's disclosures will be updated
as required upon adoption of this standard.
IAS 1 Presentation of Items of Other Comprehensive Income has been amended to
require entities to split items of other comprehensive income ("OCI") between
those that are reclassed to income and those that are not. The Company's
consolidated statement of OCI will be updated as required upon adoption of this
standard.
There are no other standards and interpretations that have been issued, but are
not yet effective, that the Company anticipates will have a material effect on
the interim consolidated financial statements once adopted.
Note 5. Assets and Associated Liabilities Held for Sale
During 2011, the Company reclassified its European operations to assets and
associated liabilities held for sale as the Combined Heat and Power ("CHP") and
Service business within the European region represents a specific line of
business that management intends to exit. Accordingly, the assets and
liabilities have been reflected in assets and associated liabilities held for
sale on the interim consolidated statement of financial position.
Enerflex will continue to sell compression processing equipment in Europe
through its sales office in the United Kingdom.
The following table represents the assets and associated liabilities
reclassified to held for sale:
December 31,
March 31, 2012 2011
----------------------------------------------------------------------------
Assets
Accounts receivable $ 7,055 $ 5,474
Inventories 1,727 3,621
Other current assets 723 901
Property, plant and equipment 156 58
------------------------------
Assets held for sale ("AHFS") $ 9,661 $ 10,054
------------------------------
------------------------------
Liabilities
Accounts payable, accrued liabilities and
provisions $ 9,519 $ 9,428
Deferred revenues 1,045 763
------------------------------
Liabilities associated with AHFS $ 10,564 $ 10,191
------------------------------
------------------------------
The carrying value of the AHFS was established at the lower of the carrying
value and the estimated fair value less costs to sell.
Note 6. Discontinued Operations
As disclosed in Note 5, the Company reclassified its European operations to
assets held for sale during 2011. As the CHP and Service business within the
European region represents a specific line of business that management intends
to exit, the corresponding revenues and expenses have been reclassified to
discontinued operations in the interim consolidated statement of earnings.
Effective February 2011, the Company sold the shares of Enerflex Environmental
Australia Pty ("EEA") to a third party, as the business was not considered core
to the future growth of the Company. Total consideration received was $3.4
million, net of cash, and resulted in a pre-tax gain of $2.5 million, less tax
of $1.1 million.
The following tables summarize the revenues, loss from operations, impairments
and income taxes from discontinued operations. The operations presented below
had all been part of the International reporting segment.
Three months ended Three months ended
March 31, 2012 March 31, 2011
Enerflex Enerflex
Europe EEA Europe EEA
----------------------------------------------------------------------------
Revenue $ 10,883 $ - $ 11,896 $ 2,653
Loss from operations $ (754) $ - $ (1,544) $ (239)
Income tax $ - $ - $ 332 $ 75
The following table summarizes cash provided by (used in) discontinued
operations:
Three months ended Three months ended
March 31, 2012 March 31, 2011
Enerflex Enerflex
Europe EEA Europe EEA
----------------------------------------------------------------------------
Cash from operating $ 410 $ - $ (327) $ (1,407)
Cash from investing $ (353) $ - $ (79) $ (67)
Cash from financing $ - $ - $ - $ -
Note 7. Accounts Receivable
Accounts receivable consisted of the following:
March 31, December 31,
2012 2011
----------------------------------------------------------------------------
Trade receivables $ 173,811 $ 198,165
Less: allowance for doubtful accounts 4,832 3,761
----------------------------------------------------------------------------
Trade receivables, net 168,979 194,404
Other receivables(1) 66,767 60,078
----------------------------------------------------------------------------
Total accounts receivable $ 235,746 $ 254,482
------------------------------
------------------------------
Aging of trade receivables:
March 31, December 31,
2012 2011
----------------------------------------------------------------------------
Current to 90 days $ 150,395 $ 186,046
Over 90 days 23,416 12,119
----------------------------------------------------------------------------
$ 173,811 $ 198,165
------------------------------
------------------------------
(1) Included in other receivables at March 31, 2012 is $48.7 million
relating to amounts due from customers under construction contracts
(December 31, 2011 - $43.1 million).
Movement in allowance for doubtful accounts:
December 31,
March 31, 2012 2011
---------------------------------------------------------------------------
Balance, beginning of period $ 3,761 $ 6,217
Provisions and revisions, net 1,071 (2,456)
---------------------------------------------------------------------------
Balance, end of period $ 4,832 $ 3,761
-----------------------------
-----------------------------
Note 8. Inventories
Inventories consisted of the following:
December 31,
March 31, 2012 2011
----------------------------------------------------------------------------
Equipment $ 12,166 $ 13,153
Repair and distribution parts 40,804 32,985
Direct materials 25,021 33,918
Work-in-process 139,304 160,363
----------------------------------------------------------------------------
Total inventories $ 217,295 $ 240,419
------------------------------
------------------------------
The amount of inventory and overhead costs recognized as an expense and included
in cost of goods sold accounted for other than by the percentage-of-completion
method during the first quarter of 2012 was $54.9 million (2011 - $59.5
million). Cost of goods sold includes inventory write-downs pertaining to
obsolescence and aging together with recoveries of past write-downs upon
disposition. The net amount charged to the interim consolidated statement of
earnings and included in cost of goods sold during the first quarter of 2012 was
$0.2 million (2011 - $0.1 million).
Note 9. Property, Plant and Equipment and Rental Equipment
Land Building Equipment
----------------------------------------------------------------------------
Cost
January 1, 2011 $ 47,384 $ 107,845 $ 44,222
Additions 61 802 1,987
Reclassification 2,422 8,118 3,311
AHFS - - (72)
Impairment of AHFS - (207) (1,355)
Disposals (23,519) (29,833) (3,251)
Currency translation effects 151 1,169 2,397
----------------------------------------------------------------------------
December 31, 2011 $ 26,499 $ 87,894 $ 47,239
Additions - 48 1,465
Reclassification - 120 55
AHFS - - (156)
Disposals - (15) (303)
Currency translation effects (122) (739) (284)
----------------------------------------------------------------------------
March 31, 2012 $ 26,377 $ 87,308 $ 48,016
---------------------------------------------
Accumulated depreciation
January 1, 2011 $ - $ (18,308) $ (24,713)
Depreciation charge - (6,597) (8,013)
Reclassification - - 2,746
Impairment of AHFS - 35 670
Disposals - 3,914 796
Currency translation effects - (291) (1,709)
----------------------------------------------------------------------------
December 31, 2011 $ - $ (21,247) $ (30,223)
Depreciation charge - (1,340) (1,694)
Reclassification - - -
Disposals - 11 219
Currency translation effects - 192 240
----------------------------------------------------------------------------
March 31, 2012 $ - $ (22,384) $ (31,458)
---------------------------------------------
Carrying Amount
----------------------------------------------------------------------------
As at December 31, 2011 $ 26,499 $ 66,647 $ 17,016
As at March 31, 2012 $ 26,377 $ 64,924 $ 16,558
---------------------------------------------
---------------------------------------------
Total
property,
Assets under plant and Rental
construction equipment equipment
----------------------------------------------------------------------------
Cost
January 1, 2011 $ 15,611 $ 215,062 $ 132,703
Additions 19,190 22,040 12,634
Reclassification (22,434) (8,583) 3,262
AHFS - (72) 14
Impairment of AHFS - (1,562) (322)
Disposals - (56,603) (16,622)
Currency translation effects 601 4,318 1,084
----------------------------------------------------------------------------
December 31, 2011 $ 12,968 $ 174,600 $ 132,753
Additions 10,021 11,534 2,345
Reclassification (175) - -
AHFS - (156) -
Disposals - (318) (5,047)
Currency translation effects (89) (1,234) (534)
----------------------------------------------------------------------------
March 31, 2012 $ 22,725 $ 184,426 $ 129,517
---------------------------------------------
Accumulated depreciation
January 1, 2011 $ - $ (43,021) $ (16,541)
Depreciation charge - (14,610) (18,124)
Reclassification - 2,746 -
Impairment of AHFS - 705 98
Disposals - 4,710 4,589
Currency translation effects - (2,000) (867)
----------------------------------------------------------------------------
December 31, 2011 $ - $ (51,470) $ (30,845)
Depreciation charge - (3,034) (3,872)
Reclassification - - -
Disposals - 230 2,009
Currency translation effects - 432 129
----------------------------------------------------------------------------
March 31, 2012 $ - $ (53,842) $ (32,579)
---------------------------------------------
Carrying Amount
----------------------------------------------------------------------------
As at December 31, 2011 $ 12,968 $ 123,130 $ 101,908
As at March 31, 2012 $ 22,725 $ 130,584 $ 96,938
---------------------------------------------
---------------------------------------------
Depreciation of property, plant and equipment and rental equipment included
in income for the three months ended March 31, 2012 was $6.9 million (March
31, 2011 - $7.5 million) of which $5.3 million was included in cost of goods
sold and $1.6 million was included in selling and administrative expenses
(March 31, 2011 - $5.7 million and $1.8 million respectively).
Note 10. Other Assets
December 31,
March 31, 2012 2011
----------------------------------------------------------------------------
Investment in associates $ 3,795 $ 3,317
Net investments in finance lease 2,982 4,850
----------------------------------------------------------------------------
$ 6,777 $ 8,167
------------------------------
------------------------------
The Company entered into finance lease arrangements for certain of its
rental assets. Leases are denominated in Canadian or U.S. dollars. The term
of the leases entered into ranges from 2 to 5 years.
The value of the net investment is comprised of the following:
Present value of
Minimum lease minimum lease
payments payments
March 31, December March 31, December
2012 31, 2011 2012 31, 2011
----------------------------------------------------------------------------
Not later than one year $ 10,067 $ 10,717 $ 9,682 $ 10,271
Later than one year and not later
than five years 2,982 4,850 2,352 3,983
----------------------------------------------------------------------------
$ 13,049 $ 15,567 $ 12,034 $ 14,254
Less: unearned finance income (1,015) (1,313) - -
----------------------------------------------------------------------------
$ 12,034 $ 14,254 $ 12,034 $ 14,254
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The weighted average interest rates inherent in the leases are fixed at the
contract date for the entire lease term and are approximately 9% per annum
(December 31, 2011-9%). The finance lease receivables at the end of the
reporting period are neither past due nor impaired.
Note 11. Intangible Assets
Accumulated
amortization & Carrying
March 31, 2012 Acquired value impairment(1) amount
----------------------------------------------------------------------------
Customer relationships $ 36,100 $ 16,374 $ 19,726
Software and other 15,542 6,443 9,099
----------------------------------------------------------------------------
$ 51,642 $ 22,817 $ 28,825
---------------------------------------------
---------------------------------------------
Accumulated
amortization & Carrying
December 31, 2011 Acquired value impairment(1) amount
----------------------------------------------------------------------------
Customer relationships $ 36,400 $ 14,820 $ 21,580
Software and other 17,775 7,827 9,948
----------------------------------------------------------------------------
$ 54,175 $ 22,647 $ 31,528
---------------------------------------------
---------------------------------------------
(1) Impairment includes $1.8 million from the European discontinued
operations which was recognized during the year ended December 31, 2011.
No additional impairment was recognized for the three months ended March
31, 2012.
Note 12. Accounts Payable and Accrued Liabilities
December 31,
March 31, 2012 2011
----------------------------------------------------------------------------
Accounts payable and accrued liabilities $ 135,818 $ 149,119
Accrued dividend payable 4,654 4,638
Cash-settled share-based payments 454 223
----------------------------------------------------------------------------
$ 140,926 $ 153,980
-----------------------------
-----------------------------
Note 13. Long-Term Debt
The Company has, by way of private placement, $90.5 million of Unsecured Notes
("Notes") issued and outstanding. They have different maturities with $50.5
million, with a coupon of 4.841%, maturing on June 22, 2016 and $40.0 million,
with a coupon of 6.011%, maturing on June 22, 2021.
The Company has syndicated revolving credit facilities ("Bank Facilities") with
an amount available of $325.0 million. The Bank Facilities consist of a
committed 4-year $270.0 million revolving credit facility ("the Revolver"), a
committed 4-year $10.0 million operating facility ("the Operator"), a committed
4-year $20.0 million Australian operating facility ("the Australian Operator")
and a committed 4-year $25.0 million bi-lateral letter of credit facility ("the
LC Bi-Lateral"). The Revolver, Operator, Australian Operator and LC Bi-Lateral
are collectively referred to as the Bank Facilities. The Bank Facilities were
funded on June 1, 2011. The weighted average interest rate on the Bank
Facilities for the three months ended March 31, 2012 is 2.09% (March 31, 2011 -
nil).
The Bank Facilities have a maturity date of June 1, 2015 ("Maturity Date"), but
may be extended annually on or before the anniversary date with the consent of
the lenders. In addition, the Bank Facilities may be increased by $50.0 million
at the request of the Company, subject to the lenders' consent. There is no
required or scheduled repayment of principal until the Maturity Date of the Bank
Facilities.
Drawings on the Bank Facilities are available by way of Prime Rate loans
("Prime"), U.S. Base Rate loans, London Interbank Offered Rate ("LIBOR") loans,
and Bankers' Acceptance ("BA") notes. The Company may also draw on the Bank
Facilities through bank overdrafts in either Canadian or U.S. dollars and issue
letters of credit under the Bank Facilities.
Pursuant to the terms and conditions of the Bank Facilities, a margin is applied
to drawings on the Bank Facilities in addition to the quoted interest rate. The
margin is established in basis points and is based on consolidated net debt to
earnings before interest, income taxes, depreciation and amortization ("EBITDA")
ratio. The margin is adjusted effective the first day of the third month
following the end of each fiscal quarter based on the above ratio.
The Company also has a committed facility with one of the lenders in the Bank
Facilities for the issuance of letters of credit ("the Bi-Lateral"). The amount
available under the Bi-Lateral is $50.0 million and has a maturity date of June
1, 2013, which may be extended annually with the consent of the lender. Drawings
on the Bi-Lateral are by way of letters of credit.
In addition, the Company has a committed facility with a U.S. lender ("U.S.
Facility") in the amount of $20.0 million U.S. dollars. Drawings on the U.S.
Facility are by way of LIBOR loans, U.S. Base Rate loans and letters of credit.
The maturity date of the U.S. Facility is July 1, 2014 and may be extended
annually at the request of the Company, subject to the lenders' consent. There
are no required or scheduled repayments of principal until the maturity date of
the U.S. Facility.
The Bank Facilities, the Bi-Lateral and the U.S. Facility are unsecured and rank
pari passu with the Notes. The Company is required to maintain certain covenants
on the Bank Facilities, the Bi-Lateral, the U.S. Facility and the Notes. As at
March 31, 2012, the Company was in compliance with these covenants.
At March 31, 2012, the Company had $28.1 million cash drawings against the Bank
Facilities (December 31, 2011- $31.3 million).
The composition of the March 31, 2012 borrowings on the Bank Facilities and the
Notes was as follows:
March 31, 2012
----------------------------------------------------------------------------
Drawings on Bank Facilities $ 28,094
Notes due June 22, 2016 50,500
Notes due June 22, 2021 40,000
Deferred transaction costs (2,691)
----------------------------------------------------------------------------
$ 115,903
---------------
---------------
Canadian dollar equivalent principal payments which are due over the next
five years and thereafter, without considering renewal at similar terms,
are:
2012 $ -
2013 -
2014 -
2015 28,094
2016 50,500
Thereafter 40,000
----------------------------------------------------------------------------
Total $ 118,594
---------------
---------------
Note 14. Guarantees, Commitments and Contingencies
At March 31, 2012, the Company had outstanding letters of credit of $87.3
million (December 31, 2011 - $102.2 million).
The Company is involved in litigation and claims associated with normal
operations against which certain provisions have been made in the interim
consolidated financial statements. Management is of the opinion that any
resulting net settlement arising from the litigation would not materially affect
the financial position, results of operations or liquidity of the Company.
Operating leases relate to leases of equipment, automobiles and premises with
lease terms between 1 to 10 years. The material lease arrangements generally
include the existence of renewal and escalation clauses.
The aggregate minimum future required lease payments over the next five years
and thereafter are as follows:
2012 $ 9,377
2013 8,876
2014 6,816
2015 5,296
2016 3,992
Thereafter 7,450
----------------------------------------------------------------------------
Total $ 41,807
---------------
---------------
In addition, the Company has purchase obligations over the next three years
as follows:
2012 $ 12,851
2013 998
2014 314
Note 15. Income Taxes
Income tax recognized in profit or loss
Three months ended March 31, 2012 2011
----------------------------------------------------------------------------
Total income tax expense is attributable to:
Continuing operations $ 5,323 $ 4,071
Discontinued operations - 587
----------------------------------------------------------------------------
$ 5,323 $ 4,658
-----------------------------
-----------------------------
The components of income tax expense attributable to continuing operations
are as follows:
Current tax $ 6,639 $ 4,279
Deferred tax (1,316) (208)
----------------------------------------------------------------------------
$ 5,323 $ 4,071
------------------------------
------------------------------
Reconciliation of Tax Expense
The provision for income taxes attributable to continuing operations differs
from that which would be expected by applying Canadian statutory rates. A
reconciliation of the difference follows:
Three months ended March 31, 2012 2011
----------------------------------------------------------------------------
Earnings before income taxes from continuing
operations $ 20,221 $ 13,903
Canadian statutory rate 25.1% 26.6%
------------------------------
Expected income tax provision 5,075 3,698
Add (deduct)
Income taxed in foreign jurisdictions 469 588
Expenses not deductible for tax purposes 115 -
Impact of future income tax rate adjustments (229) -
Other (107) (215)
----------------------------------------------------------------------------
Income tax expense from continuing operations $ 5,323 $ 4,071
------------------------------
------------------------------
Note 16. Share Capital
Authorized:
The Company is authorized to issue an unlimited number of common shares.
Issued and Outstanding:
Number of Common share
March 31, 2012 common shares capital
----------------------------------------------------------------------------
Balance, beginning of period 77,339,781 $ 207,409
Exercise of stock options 233,900 3,889
----------------------------------------------------------------------------
Balance, end of period 77,573,681 $ 211,298
----------------------------------------------------------------------------
----------------------------------------------------------------------------
The share capital comprises only one class of ordinary shares. The ordinary
shares carry a voting right and a right to a dividend. The payment of any
dividend is at the discretion of the Board of Directors and depends on the
financial condition of the Company and other factors.
For the three months ended March 31, 2012, the Company declared dividends of
$4.7 million, or $0.06 per share (March 31, 2011 - no dividend declared).
Normal Course Issuer Bid ("NCIB")
On December 15, 2011, Enerflex filed a notice with the TSX of the Company's
intention to make a NCIB to purchase up to 6.3 million of its common shares,
representing approximately 10% of its public float of common shares then
outstanding. Purchases made under the bid can be executed on the TSX in the 12
months following commencement of the bid on December 19, 2011. During the three
months ended March 31, 2012, Enerflex did not purchase any of its common shares.
Note 17. Contributed Surplus
March 31, 2012 Contributed
surplus
----------------------------------------------------------------------------
Contributed surplus, beginning of period $ 656,536
Share-based compensation 331
Exercise of stock options (1,490)
----------------------------------------------------------------------------
Balance, end of period $ 655,377
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Note 18. Share-Based Compensation
a) Stock Options
The Company maintains a stock option program for certain directors, officers and
full-time employees of the Company. Under the plan, up to 7.7 million options
may be granted for subsequent exercise in exchange for common shares. It is
Company policy that no more than 1% of outstanding shares or approximately 0.8
million share options may be granted in any one year.
The stock option plan entitles the holder to acquire shares of the Company at
the strike price, established at the time of the grant, after vesting and before
expiry. The strike price of each option equals the weighted average of the
market price of the Company's shares on the five days preceding the effective
date of the grant. The options have a seven-year term and vest at a rate of
one-fifth on each of the five anniversaries of the date of the grant.
Weighted
Number of average
As at March 31, 2012 options exercise price
----------------------------------------------------------------------------
Options outstanding, beginning of period 2,563,985 $ 11.53
Exercised (233,900) 10.26
Expired (1,425) 9.57
Forfeited (37,100) 12.73
----------------------------------------------------------------------------
Options outstanding, end of period 2,291,560 $ 11.65
------------------------------
Options exercisable, end of period 1,064,800 $ 11.49
------------------------------
The following table summarizes options outstanding and exercisable at March
31, 2012:
Options Outstanding Options Exercisable
Range of exercise Weighted
prices average Weighted Weighted
remaining average average
Number life exercise Number exercise
outstanding (years) price outstanding price
----------------------------------------------------------------------------
$9.53 - $11.87 1,445,660 4.49 $ 10.96 604,240 $ 10.53
$11.88 - $12.96 845,900 4.13 12.82 460,560 12.75
----------------------------------------------------------------------------
Total 2,291,560 4.36 $ 11.65 1,064,800 $ 11.49
----------------------------------------------------------------------------
No stock options were granted in the first three months of 2012.
b) Deferred Share Units
The Company offers a deferred share unit ("DSU") plan for executives and
non-employee directors, whereby they may elect on an annual basis to receive all
or a portion of their annual bonus, or retainer and fees, respectively, in DSUs
and share awards. Non-employee directors may also elect to receive a portion of
their annual retainer in shares purchased in the open market. In addition, the
Board may grant discretionary DSUs to executives. A DSU is a notional unit that
entitles the holder to receive payment, as described below, from the Company
equal to the implied market value calculated as the number of DSUs multiplied by
the closing price of Enerflex shares on the entitlement date.
DSUs may be granted to eligible participants on an annual basis and will vest
upon being credited to the executive or non-employee director's account. Vested
DSUs are to be settled by the end of the year vesting occurs.
DSU recipients are entitled to additional units over and above those initially
granted based on the notional number of units that could have been purchased
using the proceeds of notional dividends that would have been received had the
units then subject to vesting been actual shares of the Company, following each
dividend paid to the shareholders of the Company. The additional units are
calculated with each dividend declared by the Company.
DSUs represent an indexed liability of the Company relative to the Company's
share price. In 2012, the Board of Directors did not grant any DSUs to employees
of the Company. For the three months ended March 31, 2012, director's fees
elected to be received in deferred share units totalled $0.1 million (March 31,
2011 - nil).
c) Performance Share Units
The Company offers performance share unit ("PSU") plan. PSUs may be granted at
the discretion of the Human Resources and Compensation Committee ("HRCC") to
officers of the Company or its related entities. A PSU is a notional unit that
entitles the holder to receive payment, as described below, from the Company
equal to the number of vested PSUs multiplied by the weighted average price per
share at which the shares of the Company have traded on the TSX during the last
5 trading days immediately preceding the valuation date. Vesting is based on the
achievement of performance measures and objectives specified by the HRCC. The
HRCC assesses performance of the officer to determine the vesting percentage,
which can range from 0%-200%. On the 14th day after the determination of the
vesting percentage, the holder will be paid for the vested PSUs either in cash
or in shares of the Company acquired by the Company on the open market on behalf
of the holder, at the discretion of the Company.
PSU recipients are entitled to additional PSUs over and above those initially
granted based on the notional number of units that could have been purchased
using the proceeds of notional dividends that would have been received had the
units then subject to vesting been actual shares in the Company, following each
dividend paid to Shareholders of the Company. The additional PSUs are calculated
with each dividend declared by the Company.
To date, no PSUs have been granted.
d) Restricted Share Units
The Company offers a restricted share unit ("RSU") plan. RSUs may be granted at
the discretion of the HRCC to any officers or other key employees of the Company
or its related entities. A RSU is a notional unit that entitles the holder to
receive payment, as described below, from the Company equal to the number of
vested RSUs multiplied by the weighted average price per share at which the
shares of the Company have traded on the TSX during the last 5 trading days
immediately preceding the vesting date. RSUs vest at a rate of one-third on the
1st, 2nd and 3rd anniversaries of the award date. Within 30 days of the vesting
date, the holder will be paid for the vested RSUs either in cash or in shares of
the Company acquired by the Company on the open market on behalf of the holder,
at the discretion of the Company.
RSU recipients are entitled to additional RSUs over and above those initially
granted based on the notional number of units that could have been purchased
using the proceeds of notional dividends that would have been received had the
units then subject to vesting been actual shares in the Company, following each
dividend paid to Shareholders of the Company. The additional RSUs are calculated
with each dividend declared by the Company.
To date, no RSUs have been granted.
e) Phantom Share Rights
The Company utilizes a Phantom Share Rights Plan (Share Appreciation Rights -
"SARs") for certain directors and key employees of affiliates located in
Australia and the UAE, for whom the Company's Stock Option Plan would have
negative personal taxation consequences.
The exercise price of each SAR equals the average of the market price of the
Company's shares on the five days preceding the date of the grant. The SARs vest
at a rate of one-fifth on each of the first five anniversaries of the date of
the grant and expire on the fifth anniversary. The award entitlements for
increases in the share trading value of the Company are to be paid to the
recipient in cash upon exercise.
The Board of Directors granted 4,000 SARs and recognized a nominal expense for
the three months ended March 31, 2012 (March 31, 2011- nil). No SARs had vested
at March 31, 2012 and 2011.
f) Employee Share Ownership Plan
The Company offers an Employee Share Ownership Plan whereby employees who meet
the eligibility criteria can purchase shares by way of payroll deductions. There
is a Company match of up to one thousand dollars per employee per annum based on
contributions by the Company of one dollar for every three dollars contributed
by the employee. Company contributions vest to the employee immediately. Company
contributions are charged to selling and administrative expense when paid. The
Plan is administered by a third party.
g) Share-Based Compensation Expense
The share-based compensation expense included in the determination of net
earnings for the three months ended March 31, 2012 was:
Three months
ended March
31, 2012
----------------------------------------------------------------------------
Stock options $ 331
Deferred share units 83
Phantom share units 38
----------------------------------------------------------------------------
Total $ 452
---------------
---------------
No expense was recognized for the three months ended March 31, 2011.
Note 19. Reconciliation of Earnings per Share Calculations
Three months ended Three months ended
March 31, 2012 March 31, 2011
Weighted Weighted
average average
Net shares Per Net shares Per
earnings outstanding share earnings outstanding share
----------------------------------------------------------------------------
Basic $ 14,144 77,488,497 $ 0.18 $ 9,886 77,162,569 $ 0.13
Dilutive effect
of stock option
conversion - 212,872 - - 330,385 -
----------------------------------------------------------------------------
Diluted $ 14,144 77,701,369 $ 0.18 $ 9,886 77,492,954 $ 0.13
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Since Enerflex's shares were issued pursuant to the Arrangement with Toromont to
create the Company, per share amounts disclosed for the comparative period are
based on Toromont's common shares.
Note 20. Financial Instruments
Designation and Valuation of Financial Instruments
The Company has designated its financial instruments as follows:
Carrying Estimated
As at March 31, 2012 value fair value
----------------------------------------------------------------------------
Financial Assets
Cash and cash equivalents(1) $ 87,967 $ 87,967
Derivative instruments designated as fair
value through profit or loss ("FVTPL") 16 16
Derivative instruments in designated hedge
accounting relationships 1,887 1,887
Loans and receivables:
Accounts receivable 235,746 235,746
Financial Liabilities
Derivative instruments designated as FVTPL $ 61 $ 61
Derivative instruments in designated hedge
accounting relationships 92 92
Other financial liabilities:
Accounts payable and accrued liabilities 140,926 140,926
Long-term debt - Bank Facilities 28,094 28,094
Long-term debt - Notes 87,809 94,689
Other long-term liabilities 418 418
----------------------------------------------------------------------------
(1) Includes $0.9 million of highly liquid short term investments with
maturities of three months or less.
Carrying Estimated
As at December 31, 2011 value fair value
----------------------------------------------------------------------------
Financial Assets
Cash and cash equivalents $ 81,200 $ 81,200
Derivative instruments designated as FVTPL 68 68
Derivative instruments in designated hedge
accounting relationships 2,068 2,068
Loans and receivables:
Accounts receivable 254,482 254,482
Financial Liabilities
Derivative instruments designated as FVTPL $ 16 $ 16
Derivative instruments in designated hedge
accounting relationships 439 439
Other financial liabilities:
Accounts payable and accrued liabilities 153,980 153,980
Long-term debt - Bank Facilities 31,348 31,348
Long-term debt - Notes 87,615 91,095
Other long-term liabilities 590 590
----------------------------------------------------------------------------
Fair Values of Financial Assets and Liabilities
The following table presents information about the Company's financial assets
and financial liabilities measured at fair value on a recurring basis as at
March 31, 2012 and indicates the fair value hierarchy of the valuation
techniques used to determine such fair value. During the three months ended
March 31, 2012, there were no transfers between Level 1 and Level 2 fair value
measurements.
Fair Value
Carrying
value Level 1 Level 2 Level 3
----------------------------------------------------------------------------
Financial Assets
Derivative financial instruments $ 1,903 $ - $ 1,903 $ -
Financial Liabilities
Derivative financial instruments $ 153 $ - $ 153 $ -
Cash and cash equivalents, accounts receivable, accounts payable and accrued
liabilities, other long-term liabilities and drawings on the Bank Facilities are
reported at amounts approximating their fair values on the statement of
financial position. The fair values approximate the carrying values for these
instruments due to their short-term nature.
The fair value of derivative financial instruments is measured using the
discounted value of the difference between the contract's value at maturity
based on the contracted foreign exchange rate and the contract's value at
maturity based on prevailing exchange rates. The financial institution's credit
risk is also taken into consideration in determining fair value.
Long-term debt associated with the Company's Notes is recorded at amortized cost
using the effective interest rate method. The amortized cost of the Notes is
equal to the face value as there were no premiums or discounts on the issuance
of the debt. Transaction costs associated with the debt were deducted from the
debt and are being recognized over the life of the related debt. The fair value
of these Notes at March 31, 2012, as determined on a discounted cash flow basis
with a weighted average discount rate of 4.31%, was $94.7 million.
Fair values are determined using inputs other than quoted prices that are
observable for the asset or liability, either directly or indirectly. Fair
values determined using inputs including forward market rates and credit spreads
that are readily observable and reliable, or for which unobservable inputs are
determined not to be significant to the fair value, are categorized as Level 2.
If there is no active market, fair value is established using valuation
techniques, including discounted cash flow models. The inputs to these models
are taken from observable market data where possible, including recent
arm's-length market transactions, and comparisons to the current fair value of
similar instruments; where this is not feasible, inputs such as liquidity risk,
credit risk and volatility are used.
Derivative Financial Instruments and Hedge Accounting
Foreign exchange contracts are transacted with financial institutions to hedge
foreign currency denominated obligations related to purchases of inventory and
sales of products. The following table summarizes the Company's commitments to
buy and sell foreign currencies as at March 31, 2012:
Notional
amount Maturity
----------------------------------------------------------------------------
Canadian dollar denominated contracts
Purchase contracts USD 11,560 April 2012 to April 2013
EUR 166 April 2012 to June 2012
Sales contracts USD 54,977 April 2012 to January 2013
EUR 4,538 April 2012 to June 2012
AUD 9,800 April 2012
Australian dollar denominated contracts
Purchase contracts EUR 225 June 2012 to July 2012
Sales contracts USD 27,750 May 2012 to February 2014
Management estimates that a gain of $1.9 million would be realized if the
contracts were terminated on March 31, 2012. Certain of these forward contracts
are designated as cash flow hedges, and accordingly, a gain of $0.4 million has
been included in other comprehensive income for the three months ended March 31,
2012. These gains or losses are not expected to affect net earnings as the gains
or losses will be reclassified to net earnings and will offset gains or losses
recorded on the underlying hedged items, namely foreign currency denominated
accounts payable and accounts receivable. The amount removed from other
comprehensive income during the year and included in the carrying amount of the
hedging items as a basis adjustment was nominal for 2012.
All hedging relationships are formally documented, including the risk management
objective and strategy. On an ongoing basis, an assessment is made as to whether
the designated derivative financial instruments continue to be effective in
offsetting changes in cash flows of the hedged transactions.
Risks Arising from Financial Instruments and Risk Management
In the normal course of business, the Company is exposed to financial risks that
may potentially impact its operating results in any or all of its business
segments. The Company employs risk management strategies with a view to
mitigating these risks on a cost-effective basis. Derivative financial
agreements are used to manage exposure to fluctuations in exchange rates and
interest rates. The Company does not enter into derivative financial agreements
for speculative purposes.
Foreign Currency Risk
In the normal course of operations, the Company is primarily exposed to
movements in the U.S. dollar and the Australian dollar. In addition, Enerflex
has significant international exposure through export from its Canadian
operations as well as a number of foreign subsidiaries, the most significant of
which are located in the United States, Australia and the United Arab Emirates.
The Company does not hedge its net investment exposure in foreign subsidiaries.
The types of foreign exchange risk and the Company's related risk management
strategies are as follows:
Transaction Exposure
The Canadian operations of the Company source the majority of its products and
major components from the United States. Consequently, reported costs of
inventory and the transaction prices charged to customers for equipment and
parts are affected by the relative strength of the Canadian dollar. The Company
mitigates exchange rate risk by entering into foreign currency contracts to fix
the cost of imported inventory where appropriate.
The Company also sells compression packages in foreign currencies, primarily the
U.S. dollar and the Australian dollar and enters into foreign currency contracts
to reduce these exchange rate risks.
Most of Enerflex's international orders are manufactured in the U.S. operations
if the contract is denominated in U.S. dollars. This minimizes the Company's
foreign currency exposure on these contracts.
The Company identifies and hedges all significant transactional currency risks.
Translation Exposure
The Company's earnings from, and net investment in, foreign subsidiaries are
exposed to fluctuations in exchange rates. The currencies with the most
significant impact are the U.S. dollar and Australian dollar.
Assets and liabilities are translated into Canadian dollars using the exchange
rates in effect at the statement of financial position dates. Unrealized
translation gains and losses are deferred and included in accumulated other
comprehensive income. The cumulative currency translation adjustments are
recognized in income when there has been a reduction in the ownership interest
in the foreign operations.
Earnings from foreign operations are translated into Canadian dollars each
period at average exchange rates for the period. As a result, fluctuations in
the value of the Canadian dollar relative to these other currencies will impact
reported net earnings. Such exchange rate fluctuations have historically not
been material year-over-year relative to the overall earnings or financial
position of the Company. The following table shows the effect on net earnings
before tax for the period ended March 31, 2012 of a 5% weakening of the Canadian
dollar against the U.S. dollar and Australian dollar, everything else being
equal. A 5% strengthening of the Canadian dollar would have an equal and
opposite effect. This sensitivity analysis is provided as an indicative range in
a volatile currency environment.
Canadian dollar weakens by 5% USD AUD
----------------------------------------------------------------------------
Net earnings before tax $ 748 $ (59)
The movement in net earnings before tax in Canadian operations associated with
changes in foreign exchange rates is a result of a change in the fair values of
financial instruments. The majority of these financial instruments are hedged.
Sensitivity Analysis
The following sensitivity analysis is intended to illustrate the sensitivity to
changes in foreign exchange rates on the Company's financial instruments and
show the impact on net earnings and comprehensive income. Financial instruments
affected by currency risk include cash and cash equivalents, accounts
receivable, accounts payable and derivative financial instruments. This
sensitivity analysis relates to the position for the period ended March 31,
2012. The following table shows the Company's sensitivity to a 5% weakening of
the Canadian dollar against the U.S. dollar and Australian dollar. A 5%
strengthening of the Canadian dollar would have an equal and opposite effect.
Canadian dollar weakens by 5% USD AUD
----------------------------------------------------------------------------
Financial instruments held in foreign
operations
Other comprehensive income $ 4,256 $ 1,728
Financial instruments held in Canadian
operations
Net earnings 269 -
Other comprehensive loss (4) -
Certain movement in accumulated other comprehensive income is a result of the
changes in fair value of derivative instruments designated as hedging
instruments in cash flow hedges.
Interest Rate Risk
The Company's liabilities include long-term debt that is subject to fluctuations
in interest rates. The Company's Notes outstanding at March 31, 2012 include
interest rates that are fixed and therefore the related interest expense will
not be impacted by fluctuations in interest rates. The Company's Bank Facilities
however, are subject to changes in market interest rates. For each 1% change in
the rate of interest on the Bank Facilities, the change in interest expense
would be approximately $0.3 million. All interest charges are recorded on the
consolidated statement of earnings in finance costs.
Credit Risk
Financial instruments that potentially subject the Company to credit risk
consist of cash equivalents, accounts receivable, net investment in finance
lease, and derivative financial instruments. The carrying amount of assets
included on the statement of financial position represents the maximum credit
exposure.
Cash equivalents consist mainly of short-term investments, such as money market
deposits. The Company has deposited the cash equivalents with highly-rated
financial institutions, from which management believes the risk of loss to be
remote.
The Company has accounts receivable from clients engaged in various industries.
These specific industries may be affected by economic factors that may impact
accounts receivable. Credit quality of the customer is assessed based on an
extensive credit rating scorecard and individual credit limits are defined in
accordance with this assessment. Credit is extended based on an evaluation of
the customer's financial condition and, generally, advance payment is not
required. For the three months ended March 31, 2012, one customer accounted for
12.4% of the Company's total revenue. Outstanding customer receivables are
regularly monitored and an allowance for doubtful debts is established based
upon specific situations.
The Company evaluates the concentration of risk with respect to trade
receivables as low, as its customers are located in several jurisdictions and
industries and operate in largely independent markets. The maximum exposure to
credit risk at the reporting date is the carrying value of each class of
financial assets disclosed in this note. The Company does not hold collateral as
security.
The credit risk associated with the net investment in finance leases arises from
the possibility that the counterparty may default on its obligations. In order
to minimize this risk, the Company enters into finance lease transactions only
in select circumstances. Close contact is maintained with the customer over the
duration of the lease to ensure visibility to issues as, and if, they arise.
The credit risk associated with derivative financial instruments arises from the
possibility that the counterparties may default on their obligations. In order
to minimize this risk, the Company enters into derivative transactions only with
highly-rated financial institutions.
The Company does not hold any collateral or other credit enhancements to cover
its credit risks associated with its financial assets, except that the credit
risk associated with the finance lease receivable is mitigated because the lease
receivables are secured over the leased equipment.
Liquidity Risk
Liquidity risk is the risk that the Company may encounter difficulties in
meeting obligations associated with financial liabilities. In managing liquidity
risk, the Company has access to a significant portion of its Bank Facilities for
future drawings to meet the Company's future growth targets. At March 31, 2012,
the Company had $28.1 million committed against the Bank Facilities, leaving
$296.9 million available for future drawings plus cash and cash equivalents of
$88.0 million at that date.
A liquidity analysis of the Company's financial instruments has been completed
on a maturity basis. The following table outlines the cash flows including
interest associated with the maturity of the Company's financial liabilities:
Less Greater
than 3 3 months than 1
months to 1 year year Total
----------------------------------------------------------------------------
Derivative financial instruments
Foreign currency forward contracts $ 153 $ - $ - $ 153
Other financial liabilities
Accounts payable and accrued
liabilities $140,926 $ - $ - $140,926
Long-term debt-Bank Facilities - - 28,094 28,094
Long-term debt-Notes - - 87,809 87,809
Other Long-term liabilities - - 418 418
The Company expects that continued cash flows from operations in 2012, together
with cash and cash equivalents on hand and credit facilities, will be more than
sufficient to fund its requirements for investments in working capital, and
capital assets.
Note 21. Capital Disclosures
The capital structure of the Company consists of shareholders' equity plus net
debt. The Company manages its capital to ensure that entities in the Company
will be able to continue to grow while maximizing the return to shareholders
through the optimization of the debt and equity balances. The Company manages
the capital structure and makes adjustments to it in light of changes in
economic conditions and the risk characteristics of the underlying assets. In
order to maintain or adjust the capital structure, the Company may adjust the
amount of dividends paid to shareholders, issue new Company shares, or access
debt markets.
The Company formally reviews the capital structure on an annual basis and
monitors it on an on-going basis. As part of this review, the Company considers
the cost of capital and the risks associated with each class of capital. In
order to position itself to execute its long-term plan to become a leading
supplier of products and services to the global energy sector, the Company is
maintaining a conservative statement of financial position. The Company uses the
following measure to monitor its capital structure:
Net Debt-to-Equity Ratio
The Company targets a net debt-to-equity ratio of less than 1.00:1. As at March
31, 2012, the net debt-to-equity was 0.03:1 (December 31, 2011 - 0.05:1),
calculated as follows:
December 31,
March 31, 2012 2011
----------------------------------------------------------------------------
Long-term debt $ 115,903 $ 118,963
Cash (87,967) (81,200)
----------------------------------------------------------------------------
Net debt $ 27,936 $ 37,763
----------------------------------------------------------------------------
Shareholders' equity $ 843,635 $ 836,263
----------------------------------------------------------------------------
Net debt-to-equity ratio 0.03:1 0.05:1
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Note 22. Supplemental Cash Flow Information
Three Months Ended March 31, 2012 2011
----------------------------------------------------------------------------
Cash provided by (used in) changes in non-cash
working capital
Accounts receivable $ 17,804 $ (18,981)
Inventories 25,018 44,094
Accounts and taxes payable, accrued
liabilities and deferred revenue (43,739) (27,576)
Foreign currency and other 55 2,892
----------------------------------------------------------------------------
$ (862) $ 429
------------------------------
------------------------------
Cash paid during the period:
Three months ended March 31, 2012 2011
----------------------------------------------------------------------------
Interest $ 426 $ 1,430
Taxes 893 2,739
Note 23. Related Parties
Enerflex transacts with certain related parties as a normal course of business.
Related parties include Toromont, which owned 100% of Enerflex until June 1,
2011, and Total Production Services Inc. ("Total"), which was an influenced
investee by virtue of the Company's 40% investment in Total. As described in
Note 24 the Company has two joint ventures, Presson-Descon International
(Private) Limited ("PDIL") and Enerflex-ES. Enerflex-ES was incorporated in Q4
2011, and there are no related party transactions or balances to report.
All transactions occurring with related parties were in the normal course of
business operations under the same terms and conditions as transactions with
unrelated companies. A summary of the financial statement impacts of all
transactions with all related parties are as follows:
Three months ended March 31, 2012 2011
----------------------------------------------------------------------------
Management fee expense $ - $ 3,767
Purchases 118 223
Interest expense - 1,168
March 31, December 31,
2012 2011
----------------------------------------------------------------------------
Accounts receivable $ 44 $ 44
The above noted management fee expense and interest expense has been paid to
Toromont; there are no related party payables due to Toromont as at March 31,
2012.
Purchases identified above for 2012 and 2011 were from Total. The accounts
receivable balances outstanding at March 31, 2012 and December 31, 2011 were
from the joint venture.
All related party transactions are settled in cash.
Note 24. Interest in Joint Ventures
The Company proportionately consolidates its 50% interest in the assets,
liabilities, results of operations and cash flows of its joint venture in
Pakistan, Presson-Descon International (Private) Limited and its 51% interest in
Enerflex-ES located in Russia. The interest included in the Company's accounts
includes:
December 31,
March 31, 2012 2011
----------------------------------------------------------------------------
Statement of Financial Position
Current assets $ 2,904 $ 2,535
Long-term assets 404 415
----------------------------------------------------------------------------
Total assets $ 3,308 $ 2,950
Current liabilities $ 1,966 $ 1,688
Long-term liabilities and equity 1,342 1,262
----------------------------------------------------------------------------
Total liabilities and equity $ 3,308 $ 2,950
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Three Months Ended March 31, 2012 2011
----------------------------------------------------------------------------
Statement of Earnings
Revenue $ 8 $ 19
Expenses (16) 312
----------------------------------------------------------------------------
Net earnings (loss) $ 24 $ (293)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Three Months Ended March 31, 2012 2011
----------------------------------------------------------------------------
Cash Flows
Cash from operations $ (132) $ (229)
Cash from investing 70 (18)
Cash from financing (2) (3)
Note 25. Segmented Information
The Company has three reportable segments as outlined below, each supported by
the Corporate office. Corporate overheads are allocated to the business segments
based on revenue. For each of the reportable segments, the Company's CEO reviews
internal management reports on at least a quarterly basis.
The accounting policies of the reportable segments are the same as those
described in the summary of significant accounting policies.
Three Months Ended Canada & Northern Southern U.S. &
U.S. South America
March 31, 2012 2011 2012 2011
----------------------------------------------------------------------------
Segment revenue $165,095 $143,558 $113,146 $ 89,475
Intersegment revenue (14,449) (1,260) (306) (136)
----------------------------------------------------------------------------
External revenue $150,646 $142,298 $112,840 $ 89,339
Operating income $ 12,667 $ 6,834 $ 9,769 $ 8,202
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Three Months Ended International Total
March 31, 2012 2011 2012 2011
----------------------------------------------------------------------------
Segment revenue $ 92,600 $ 85,023 $370,841 $318,056
Intersegment revenue (355) (2,151) (15,110) (3,547)
----------------------------------------------------------------------------
External revenue $ 92,245 $ 82,872 $355,731 $314,509
Operating income $ (1,265) $ 261 $ 21,171 $ 15,297
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Southern U.S. & South
Canada & Northern U.S. America
As at Mar 31, Dec 31, Mar 31, Dec 31,
2012 2011 2012 2011
----------------------------------------------------------------------------
Segment assets $ 517,484 $ 516,135 $ 221,705 $ 219,931
Corporate - - - -
Goodwill 198,539 198,891 53,444 54,402
----------------------------------------------------------------------------
$ 716,023 $ 715,026 $ 275,149 $ 274,333
----------------------------------------------------------------------------
AHFS - - - -
----------------------------------------------------------------------------
Total segment assets $ 716,023 $ 715,026 $ 275,149 $ 274,333
----------------------------------------------------------------------------
----------------------------------------------------------------------------
International Total
As at Mar 31, Dec 31, Mar 31, Dec 31,
2012 2011 2012 2011
----------------------------------------------------------------------------
Segment assets $ 323,354 $ 274,615 $1,062,543 $1,010,681
Corporate - - (201,802) (110,110)
Goodwill 205,780 206,642 457,763 459,935
----------------------------------------------------------------------------
$ 529,134 $ 481,257 $1,318,504 $1,360,506
----------------------------------------------------------------------------
AHFS 9,661 10,054 9,661 10,054
----------------------------------------------------------------------------
Total segment assets $ 538,795 $ 491,311 $1,328,165 $1,370,560
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revenue by geographic location was as follows:
Three Months Ended March 31, 2012 2011
----------------------------------------------------------------------------
Australia $ 60,509 $ 31,363
Bahrain 1,112 21,066
Canada 148,652 145,692
Mexico 8,125 60
Nigeria 12,208 -
Russia 4,388 28
United States 108,585 84,473
Other 12,152 31,827
----------------------------------------------------------------------------
Total Revenue 355,731 314,509
Revenue is attributed by destination of sale.
Note 26. Seasonality
The oil and natural gas service sector in Canada has a distinct seasonal trend
in activity levels which results from well-site access and drilling pattern
adjustments to take advantage of weather conditions. Generally, Enerflex's
Engineered Systems product line has experienced higher revenues in the fourth
quarter of each year while the Service and Rentals product line revenues are
stable throughout the year. Rentals revenues are also impacted by both the
Company's and its customer's capital investment decisions. The international
markets are not significantly impacted by seasonal variations. Variations from
these trends usually occur when hydrocarbon energy fundamentals are either
improving or deteriorating.
Note 27. Subsequent Events
Subsequent to March 31, 2012, the Company declared its first quarter dividend of
$0.06 per share, payable on July 5, 2012, to shareholders of record on June 19,
2012.
Also subsequent to March 31, 2012, Gas Drive, a limited partnership of Enerflex,
has taken steps to reduce operating costs as a result of weak natural gas prices
and the corresponding decline in dry gas production. This has resulted in a
reduction of its administrative workforce at certain Canadian branches.
Enerflex will record a reorganization expense of approximately $1.5 million
during the second quarter of 2012. The Company will continue to focus on the
opportunities for growth and position itself strategically to support its
customers in all Gas Drive service territories.
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