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Share Name | Share Symbol | Market | Type |
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Solidusgold Inc | TSXV:SDC | TSX Venture | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
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0.00 | 0.00% | 0.105 | 0.12 | 0.50 | 0 | 00:00:00 |
Peak Energy Services Trust ("Peak" or the "Trust") (TSX:PES.UN) - Financial Highlights Three months Nine months ended September 30 ended September 30 (in '000 of CAD, ------------------------------------------------------ except otherwise noted) 2008 2007 Change 2008 2007 Change ---------------------------------------------------------------------------- Revenue 42,451 27,504 54% 107,973 81,446 33% EBITDA (1) 7,786 6,769 15% 13,250 19,191 -31% Per unit - diluted 0.16 0.24 -33% 0.31 0.69 -55% As a percentage of revenue 18% 25% 12% 24% Net income (loss) 1,334 (13,413) 110% (4,232) (8,722) 51% Per unit - diluted 0.03 (0.48) 106% (0.10) (0.32) 69% Adjusted distributable cash (1) 17,212 4,628 272% 10,226 16,562 -38% Per unit - diluted 0.36 0.17 112% 0.24 0.60 -60% Distributions declared - 3,878 -100% - 14,680 -100% Per unit - 0.14 -100% - 0.53 -100% Payout ratio (1)(2) Adjusted distributable cash -% 84% -% 89% Drilling rig operating days (3) 38,898 31,371 24% 99,980 90,120 11% Service rig utilization (3) 58% 58% - 53% 56% -5% ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- (1) Refer to the "Non-GAAP Measures" section for further details. (2) Payout ratio is calculated as distributions declared divided by adjusted distributable cash. (3) (Sources: Canadian Association of Oilwell Drilling Contractors ("CAODC"), the Daily Oil Bulletin ("DOB") and Petroleum Services Association of Canada) ("PSAC"). This press release focuses on key information and statistics from Peak Energy Services Trust's ("Peak" or the "Trust") interim consolidated financial statements and oilfield service industry which contains known and unknown risks and uncertainties. Furthermore, certain statements contained in this press release are forward-looking. Please review the discussion of these statements in the "Forward-Looking Information" section of this press release. Throughout this press release certain measures are used that are not recognized measures under Canadian generally accepted accounting principles ("GAAP"). Specific measures used are earnings before interest, taxes, depreciation, amortization and other certain items ("EBITDA"), adjusted EBITDA, adjusted income (loss), standardized distributable cash ("SDC"), adjusted distributable cash ("ADC"), payout ratio of ADC and SDC, working capital, current ratio, funded debt, net debt and long-term debt to equity ratio. Please review the discussion of these measures in the "Non-GAAP Measures" section of this press release. INDUSTRY ACTIVITY For the third quarter of 2008, industry activity levels played out better than what management expected as Canadian drilling rig operating days were 24 percent higher than the prior year period. Meanwhile Canadian service rig utility was flat at 58 percent quarter-over-quarter. On a year-to-date basis, Canadian drilling rig operating days were 11 percent higher than the prior year period and Canadian service rig utility was down slightly at 53 percent. Although Canadian drilling rig operating days increased for both the third quarter and year-to-date period as compared to the same periods of 2007, the number of wells drilled decreased 3 percent and 9 percent for the three and nine months ended September 30, 2008, respectively. The decrease in wells drilled is reflective of the industry's shift in focus of both provincial jurisdiction and resource target. This shift in focus has translated into the average days/well increasing to 8.3 days/well year-to-date, as compared to 6.8 days/well for the prior year period. The general trend for Alberta has been a greater focus on deeper natural gas targets as technology advancements and the new Alberta royalty rates that take effect in 2009 provide certain types of rate relief to this type of activity that continue to make these targets attractive. The offsetting Alberta casualty has been shallow natural gas as the new Alberta royalty rates that take effect in 2009 have negatively impacted the returns on these targets. Meanwhile, technology advancements and neutral government intervention have made targets in Saskatchewan (Bakken play) and British Columbia (Horn River and Montney plays) very attractive. This trend bodes well for the Trust's Drilling Services reporting segment as it has a geographical presence in all of these areas and its Surface Rentals operating division assets are more likely to be utilized with these types of activities. Although activities have increased for the third quarter and year-to-date periods as compared to the same periods of 2007, Canadian drilling rig operating days are still significantly below their all time highs in 2006. This has been the result of: - near-term weakness in natural gas pricing driven primarily by the larger than historical norm of natural gas inventory in North America. The Western Canadian Sedimentary Basin ("WCSB") recent years' drilling activity has been between 60 and 70 percent natural gas oriented; - significant appreciation in value of the Canadian dollar against the American dollar as hydrocarbon commodities produced in Canada are primarily priced in American dollars, hence negatively impacting Peak's customers' revenues; and - the Alberta provincial government's decision to increase the Alberta royalty rates paid by producers effective January 1, 2009. The increased royalty rates will reduce producers' return on Alberta related investments. Historically, approximately 75 percent of Canadian drilling rig operating days have been generated in Alberta. Partially offsetting the above negative factors was that recent oil prices were at all time highs and this motivated some producers to focus their efforts towards oil related activities, partially offsetting the lack of focus on natural gas related activities. Unprecedented global market instability in the past few months has had an adverse impact on effectively all industries around the world. The oil and gas industry is no exception and has been materially impacted as the global credit crisis has created such significant instability that near-term equity and debt financing is currently very difficult to obtain and has increased the likelihood that more countries will, if not already, experience a recession of some depth and length. These market conditions and indicators have materially impacted oil prices which have retreated from their all time highs which were in excess of $140 USD/Bbl. in July 2008 to recent lows of below $70 USD/Bbl. in October 2008. North American natural gas pricing has also experienced a similar retreat to oil as pricing is essentially flat with 2007. Effectively, all of the recent pricing gains achieved since February 2008, that increased optimism that natural gas directed activities in Canada were going to rebound from recent low levels of activity evaporated in the third quarter. As mentioned in the first and second quarter MD&A, concerns regarding the near-term supply / demand fundamentals and the market conditions and indicators driven by the global credit crisis has put negative pressure on natural gas pricing. Natural gas storage injections are occurring at a much more rapid pace than previously expected and have largely been driven by the aggressive natural gas drilling activities that have occurred in the United States of America over the past few years. This has more that offset the decline in Canadian natural gas directed activities over the past 18 to 24 months. Partially cushioning the commodity price declines has been the devaluation of the Canadian dollar against the American dollar which has retreated relatively in step with the commodity price deterioration. The immediate impact of the above events have not been significant to recent industry activity levels as programs have, for the most part, been set and are likely funded by past financing initiatives, however the commodity devaluation and credit instability will likely adversely impact activity levels for 2009 as programs will be re-evaluated given current market conditions. It is unclear as to the full magnitude of the impact to industry activity levels, however players that are in the development stage will be more adversely impacted as their reliance on financing to fund operations is very significant. For 2009, industry analysts are predicting a decrease of 5 to 10 percent in Canadian drilling rig operating days with the current trend of a lower number of wells with a longer duration for each well being drilled continuing as the underlying economic motivations already discussed have not changed. However, until all of the major producers announce their 2009 capital programs, the full impact to future activity levels as a result of the current market events and conditions is uncertain. Equity and debt financing is particularly relevant to large scale oil sand projects which require significant up front investment during the development/construction stage as they typically do not generate cash flow until they reach the operational stage which may take a number of years. Recent announcements by entities with oil sands projects support the negative near-term impact to activity levels as most have made decisions to defer some near-term spending on oil sand projects in response to current conditions. This does not suggest all oil sand activity has stopped, just that its development is proceeding at lower near term levels than previously expected. Management believes the outlook for the oil and gas industry in North America remains very positive over the longer term. Nonetheless, for at least the near term it will continue to experience lower levels of activity as compared to the 5 year average, until the instability within the global markets subside and the underlying oil and natural gas supply and demand fundamentals firm up over a sustained period of time. FINANCIAL SUMMARY For the third quarter of 2008, Canadian drilling rig operating days were higher than the same quarter of 2007 at 38,898 days, representing an increase of 24 percent. Quarter-over-quarter Canadian drilling rig utilization increased 24 percent to 48 percent. Saskatchewan contributed 48 percent (Alberta 28 percent; British Columbia 16 percent) of the overall increase for the quarter as drilling rig operating days within the province increased 75 percent (Alberta 9 percent; British Columbia 33 percent). The geographical shift in activity is a direct reflection of the producers' reaction to the Alberta royalty rate changes that take effect in 2009. Furthermore, third quarter activity has been focused on deeper / longer wells as 5,292 wells were drilled (2007 - 5,468 wells) with the average days/well increasing to 7.4 days/well (2007 - 5.7 days/well). Meanwhile, Canadian service rig utility was flat quarter-over-quarter with overall utilization of 58 percent. For the three months ended September 30, 2008, Peak: - generated revenue of $42.5 million which was a 54 percent or $14.9 million increase over the 2007 third quarter revenue of $27.5 million; - realized EBITDA of $7.8 million ($0.16 per Unit diluted or 18 percent of revenue), an increase of 15 percent or $1.0 million over EBITDA for the prior year period of $6.8 million ($0.24 per Unit diluted or 25 percent of revenue); - posted an adjusted income of $1.3 million ($0.03 per Unit diluted), which was a decrease of 14 percent or $0.2 million as compared to an adjusted income for the third quarter of 2007 of $1.5 million ($0.06 per Unit diluted); - posted a net income of $1.3 million ($0.03 per Unit diluted), which was an increase of 110 percent or $14.7 million as compared to a net loss for the third quarter of 2007 of $13.4 million (loss of $0.48 per Unit diluted); and - completed the acquisition of a fluids handling business (referred to as "Amwest") on August 15, 2008. Year-to-date, Canadian drilling rig operating days increased 11 percent from the same period of 2007 at 99,980 days. Year-over-year Canadian drilling rig utilization increased 9 percent to 41 percent. Saskatchewan contributed 55 percent (Alberta 17 percent; British Columbia 14 percent) of the overall increase year-to-date as drilling rig operating days within the province increased 44 percent (Alberta 3 percent; British Columbia 11 percent). The geographical shift in activity is a direct reflection of the producers' reaction to the Alberta royalty rate changes that take effect in 2009. Furthermore, year-to-date activity has been focused on deeper / longer wells as 12,010 wells were drilled (2007 - 13,270 wells) with the average days/well increasing to 8.3 days/well (2007 - 6.8 days/well). Meanwhile, Canadian service rig utility decreased by 5 percent year-over-year with overall utilization of 53 percent. For the nine months ended September 30, 2008, Peak: - generated revenue of $108.0 million which was a 33 percent or $26.5 million increase over the 2007 year-to-date revenue of $81.4 million; - realized EBITDA of $13.3 million ($0.31 per Unit diluted or 12 percent of revenue), a decrease of 31 percent or $5.9 million over EBITDA for the prior year period of $19.2 million ($0.69 per Unit diluted or 24 percent of revenue); - realized adjusted EBITDA of $15.3 million ($0.35 per Unit diluted or 14 percent of revenue), a decrease of 21 percent or $3.9 million over EBITDA for the nine months ended September 30, 2007 of $19.2 million ($0.69 per Unit diluted or 24 percent of revenue); - posted an adjusted loss of $2.7 million (loss of $0.06 per Unit diluted), which was a decrease of 144 percent or $9.0 million as compared to an adjusted income for the first nine months of 2007 of $6.2 million ($0.23 per Unit diluted); - posted a net loss of $4.2 million (loss of $0.10 per Unit diluted), which was an improvement of 51 percent or $4.5 million as compared to a net loss for the first nine months of 2007 of $8.7 million (loss of $0.32 per Unit diluted); - generated adjusted distributable cash of $10.2 million or $0.24 per Unit diluted (2007 - $16.6 million or $0.60 per Unit diluted), of which zero distributions ($0.00 per Unit) were made to Unitholders during the current year-to-date period resulting in a payout ratio of zero percent (2007 - $14.7 million ($0.53 per Unit) or 89 percent); - completed a public merger with Wellco on March 12, 2008. Included in the year-to-date results of Peak are the activities subsequent to March 12, 2008 of the former Wellco entity as a result of the merger. Management estimates that if the merger had occurred on December 31, 2007 the pro forma combined financial results after adjusting for merger related costs would have generated revenue of $134.8 million, EBITDA of $21.8 million ($0.45 per unit diluted or 16 percent of revenue) and net income of $0.6 million ($0.01 per unit diluted). Since the merger, Peak has made significant progress on integrating the pre-merged entities and estimates it has realized on over $4.5 million in annualized merger synergies. Management expects the annualized merger synergies to increase in the future to approximately $5.5 million as certain merger strategies that take longer to implement take effect; - signed an agreement to provide camp, catering and wastewater services (which are part of the Camp and Catering and Remote Waste Water Systems operating divisions) for 600 workers over the next two winter drilling seasons commencing December 2008 for a major leaseholder in the oil sands region of northeastern Alberta. This agreement is expected to generate approximately $18.0 million in revenue over the two year term of the agreement ($9.0 million per year); and - divested of its electric line (part of the Wireline Services operating division) and access matting (part of the Surface Rentals operating division) product lines which were deemed non-core assets to Peak for gross proceeds of $9.3 million. This was part of the Trust's ongoing asset rationalization program, whereby non-core assets identified as not generating an appropriate rate of return are earmarked for disposal, giving the Trust the opportunity to reinvest the proceeds in assets that are expected to generate improved returns on invested capital. As compared to December 31, 2007, Peak: - increased working capital by $13.2 million to $32.0 million; - increased tangible capital assets by $28.8 million to $230.8 million; - increased funded debt by $14.5 million to $83.7 million; and - increased Unitholders' equity by $35.7 million to $174.4 million. POST MERGER INTEGRATION On March 12, 2008, Peak completed a public merger transaction with Wellco, however this was only the first of many significant steps to successfully merge the two entities. Since this date, Peak has been aggressively working on integrating the people, processes and systems of the two pre-merged entities to achieve the expected synergies of the merger. Peak has accomplished several key milestones in this regard. The more significant achievements are: - physically moved all of the former head office Wellco employees to Peak's head office; - subleased the former Wellco head office space; - completed certain subsidiary legal restructuring for tax and operating efficiencies; - realigned Peak's operating divisions; - realigned the operational and support employee reporting structure; - migrated all of the former Wellco legacy systems, processes and data to Peak's Enterprise Resource Planning system (ERP System); and - renegotiated and consolidated the pre-merged entities insurance policies. Certain of the expected synergies are difficult to quantify with certainty due to their nature, however management believes it is significantly down the path of achieving the expected $5.5 million in synergies as a result of the merger. Management currently estimates it has achieved, on an annualized basis, over $4.5 million in merger synergies that it can directly measure and expects this amount to increase once certain merger strategies that take longer to implement are put into place. RESULTS OF OPERATIONS Revenue For the three months ended September 30, 2008, Peak generated revenue of $42.5 million compared to $27.5 million for the prior year period representing an increase of 54 percent compared to a 24 percent increase in Canadian drilling rig operating days and no change in Canadian service rig activity over this time period. Total Canadian drilling rig operating days for the third quarter of 2008 were 38,898 days compared to 31,371 days for the third quarter of 2007. Meanwhile, Canadian service rig utilization remained flat at 58 percent for third quarter of 2008 and 2007. For the nine months ended September 30, 2008, Peak generated revenue of $108.0 million compared to $81.4 million for the prior year period representing an increase of 33 percent compared to an 11 percent increase in Canadian drilling rig operating days and a 5 percent decrease in Canadian service rig activity over this time period. Total Canadian drilling rig operating days for the first nine months of 2008 were 99,980 days compared to 90,120 days for the same period of 2007. Meanwhile, Canadian service rig utilization was 53 percent for the first nine months of 2008, compared to 56 percent for the prior year period. A significant portion of Peak's revenue is generated in the first quarter of the year, as this is when industry activity is typically at its highest level for the year. Due to the timing of the merger with Wellco, a significant portion of the merged entities activities for fiscal 2008 are not reflected in Peak's current year-to-date results. Management estimates that if the merger had occurred on December 31, 2007, the pro forma combined financial results, after adjusting for merger related items, would have generated revenue of $134.8 million for the first nine months of 2008. This represents an increase in revenue of $53.3 million or 65 percent over the prior year period. Drilling Services' revenue increased by $10.1 million or 61 percent as it generated $26.6 million in revenue or 63 percent of the Trust's total revenue for the three months ended September 30, 2008, compared to $16.5 million or 60 percent for the prior year period. The increase in excess of the increase in Canadian drilling rig operating days was the result of the revenue generated by the former Wellco assets and Surface Rentals operating division (particularly the solids control product line) more than offsetting lower utilization and pricing experienced by all operation divisions. Year-to-date, Drilling Services' revenue increased by $16.7 million or 35 percent as it generated $64.6 million in revenue or 60 percent of the Trust's total revenue, compared to $47.9 million or 59 percent for the prior year period. Consistent with the current quarter, the revenue increase was more significant than the increase in Canadian drilling rig operating days. In addition to the current quarter factors, revenue generated by Peak USA more than offset lower utilization and pricing experienced by all operating divisions and attributed to the year-to-date positive variance. Production Services' revenue increased by $1.0 million or 11 percent as it contributed $10.1 million in revenue or 24 percent of the Trust's total revenue for the three months ended September 30, 2008, compared to $9.1 million or 33 percent for the prior year period. The revenue increase was significantly better than the flat quarter-over-quarter Canadian service rig activity and was the result of the business acquisition of Amwest and strong growth in activity within the Trust's Fluids Handling operating division more than offsetting the decrease in the Wireline operating division as a result of the disposal of its electric line units and lower utilization and pricing experienced during the period. For the first nine months of fiscal 2008, Production Services' revenue increased by $1.8 million or 7 percent as it generated $29.5 million in revenue or 27 percent of the Trust's total revenue, compared to $27.6 million or 34 percent for the prior year period. Consistent with the current quarter, the revenue increase was significantly better than the 5 percent decrease in service rig activity. In addition to the current quarter factors, the Surface Rentals operating division had strong activity on a year-to-date basis which more than offset the decrease within the Wireline operating division as detailed above. Oil Sands' revenue increased by $2.6 million or 136 percent as it contributed $4.6 million in revenue or 11 percent of the Trust's total revenue for the three months ended September 30, 2008, compared to $1.9 million or 7 percent for the prior year period. The increase was primarily the result of strong activity within the Fluid Handling operating division and the Wellco merger, as the increase represents activities from the Camps and Catering and Remote Waste Water Systems operating divisions. Management expects this reporting segment to be a significant area of focus and growth for Peak in the future. Year-to-date, Oil Sands' revenue increased by $4.6 million or 78 percent as it generated $10.5 million in revenue or 10 percent of the Trust's total revenue, compared to $5.9 million or 7 percent for the prior year period. The same current quarter factors were the direct contributors to the year-to-date increase. Water Technology revenue was $1.2 million or 3 percent of the Trust's total revenue for the three months ended September 30, 2008. For the first nine months of fiscal 2008, revenue was $3.4 million or 3 percent of the Trust's total revenue. There was no revenue for the comparative prior year periods as this reporting segment was a direct result of the Wellco merger and represents the activities of the Water Technology operating division. Expenses Operating expenses - For the three months ended September 30, 2008, operating expenses were higher than the prior year period by $11.7 million or 82 percent. As a percentage of revenue, operating expenses were 61 percent compared to the prior year period of 52 percent. The primary drivers of the increase in operating expenses as a percentage of revenue were: - direct costs associated with the Camps and Catering and Water Technology operating divisions, that were acquired as a result of the merger with Wellco, have lower operating margins than Peak's historical operating divisions for the prior year comparative period. Improving these margins is a key area of focus as management has seen several opportunities for improvement since acquiring these operating divisions in March 2008, however the major strategies to take advantage of these opportunities take longer to implement and for their effects to impact the financial results; - employee compensation costs continue to be a challenge for the industry and Trust which has adversely impacted operating expenses. Management has reviewed and implemented, where required, more lucrative incentive programs to retain staff in this very competitive environment; - an increase in repairs and maintenance ("R&M") costs, as a percentage of revenue, as the prior year's selective R&M program deferred certain R&M costs until the equipment was utilized during the current period; and - an increase in both heavy and light truck fuel costs, as a percentage of revenue, primarily driven by a significant increase in the cost of fuel and revenue activities related to longer distance fluids handling work. For the nine months ended September 30, 2008, operating expenses were higher than the prior year period by $23.6 million or 54 percent. As a percentage of revenue, operating expenses were 62 percent compared to the prior year period of 54 percent. The same current quarter factors were the direct contributors to the year-to-date increase as a percentage of revenue. General and administrative expenses - For the third quarter of 2008, general and administrative expenses (G&A) were $2.2 million or 35 percent higher than the prior year period. As a percentage of revenue, G&A decreased to 20 percent for the current quarter of 2008 as compared to 23 percent for the prior year period. The primary factors impacting G&A were: - $0.6 million in increased facility costs (rent, utilities and property taxes) resulting from additional field facilities added with the Wellco merger; - $0.9 million in increased employee related costs primarily the result of the Wellco merger, as certain support functions of Peak required additional employees to support the post merged operational activities; and - $0.6 million reduction in variable compensation as previously accrued market based variable compensation was reversed in the third quarter due to the weak performance of Peak's Units. For the first nine months of 2008, G&A expenses were $8.9 million or 48 percent higher than the prior year period. As a percentage of revenue, G&A increased to 25 percent for the current year-to-date period as compared to 23 percent for the prior year period. The primary factors impacting G&A were: - $3.3 million in increased facility costs (rent, utilities and property taxes) resulting from additional field facilities added with the Wellco merger and the recent build out of a "super shop" in Red Deer, Alberta, new shops in Slave Lake, Alberta and Estevan, Saskatchewan and head office in Calgary, Alberta to support Peak's operations; - $2.5 million in increased employee related costs primarily the result of the Wellco merger, as certain support functions of Peak required additional employees to support the post merged operational activities; - $1.3 million in severance resulting from the implementation of Peak's succession plan associated with the post Wellco merger senior management team structure; and - $0.7 million in financing costs directly associated with restructuring the Trust's debt to complete the Wellco merger. Exclusive of the succession planning and financing costs that were indirectly related to the closing of the Wellco merger but not included as transaction costs of the merger for accounting purposes, adjusted G&A increased $6.9 million or 37 percent to $25.4 million and adjusted G&A as a percentage of revenue was 24 percent. EBITDA - EBITDA increased $1.0 million or 15 percent to $7.8 million for the three months ended September 30, 2008, meanwhile EBITDA as a percentage of revenue, was 18 percent for the current fiscal period as compared to 25 percent for the comparative prior year period. The primary drivers of the quarter-over-quarter decrease are detailed above. EBITDA decreased $6.0 million or 31 percent to $13.3 million for the nine months ended September 30, 2008, meanwhile EBITDA as a percentage of revenue, was 12 percent for the current year-to-date period as compared to 24 percent for the comparative prior year period. The primary drivers of the year-over-year decrease are detailed above. Exclusive of the succession planning and financing costs that were indirectly related to the closing of the Wellco merger but not included as transaction costs of the merger for accounting purposes, adjusted EBITDA decreased $3.9 million or 21 percent to $15.3 million ($0.35 per unit diluted) and adjusted EBITDA as a percentage of revenue was 14 percent. A significant portion of Peak's EBITDA is generated in the first quarter of the year, as this is when industry activity is typically at its highest level for the year. Due to the timing of the merger with Wellco, a significant portion of the merged entities activities for fiscal 2008 are not reflected in Peak's current year-to-date results. Management estimates that if the merger had occurred on December 31, 2007, the pro forma combined financial results, after adjusting for merger related costs, would have generated an EBITDA of $21.8 million ($0.45 per unit diluted or 16 percent of revenue) for the first nine months of 2008. This represents an increase in EBITDA of $2.6 million or 13 percent over the prior year period. Depreciation and amortization expenses - For the three months ended September 30, 2008, depreciation and amortization expenses increased $0.2 million over the prior year period. For the nine months ended September 30, 2008, depreciation and amortization expenses were $1.1 million higher than the prior year period. Interest on long-term debt expense - Interest on long-term debt expense increased to $1.3 million for the three months ended September 30, 2008, representing an increase of $0.1 million or 8 percent over the same period of 2007. Interest on long-term debt expense increased to $3.9 million for the nine months ended September 30, 2008, representing an increase of $0.4 million or 12 percent over the same period of 2007. Loss (gain) on sale of equipment - For the three months ended September 30, 2008, the gain on sale of equipment amounted to nine thousand dollars compared to a loss of $0.8 million for the prior year period. For the nine months ended September 30, 2008, the loss on sale of equipment amounted to $0.5 million compared to a loss of $1.3 million for the prior year period. Included in the year-to-date loss were the dispositions of Peak's electric line and access matting product lines for gross proceeds of $9.3 million. As previously disclosed, the Trust has continued with its asset rationalization program, whereby equipment identified during the period as not generating an appropriate rate of return were disposed of with the proceeds being positioned for reinvestment in equipment that is expected to generate improved returns on invested capital. Provision for income taxes - The current tax expense of nine thousand dollars and future tax expense of $0.9 million, resulted in a net income tax expense of $0.9 million and an effective income tax rate of 39 percent for the three months ended September 30, 2008. Meanwhile, the current tax expense of $0.4 million and future tax recovery of $1.2 million resulted in a net income tax recovery of $0.7 million and an effective income tax rate of 15 percent for the nine months ended September 30, 2008. Income Net income (loss) and comprehensive income (loss) - For the three months ended September 30, 2008, net income and comprehensive income increased 110 percent to a net income and comprehensive income of $1.3 million ($0.03 per Unit diluted) compared to net loss and comprehensive loss of $13.4 million (loss of $0.48 per Unit diluted) for the prior year period. Exclusive of the succession plan and financing costs that were indirectly related to the closing of the Wellco merger but not included as transaction costs of the merger for accounting purposes, the adjusted loss for the first nine months of 2008 decreased $9.0 million or 144 percent over the prior year period to a loss of $2.7 million (loss of $0.06 per Unit diluted). Meanwhile, for the nine months ended September 30, 2008, net income and comprehensive income increased 51 percent to a net loss and comprehensive loss of $4.2 million (loss of $0.10 per Unit diluted) compared to net loss and comprehensive loss of $8.7 million ($0.32 per Unit diluted) for the prior year period. A significant portion of Peak's income is generated in the first quarter of the year, as this is when industry activity is typically at its highest level for the year. Due to the timing of the merger with Wellco, a significant portion of the merged entities activities for fiscal 2008 are not reflected in Peak's current year-to-date results. Management estimates that if the merger had occurred on December 31, 2007, the pro forma combined financial results, after adjusting for merger related costs, would have generated income of $0.6 million ($0.01 per unit diluted) for the first nine months of 2008. This represents an increase in income $9.3 million or 107 percent over the prior year period. LIQUIDITY Operating activities - For the third quarter of 2008, cash provided by operating activities was $2.6 million or $0.05 per Unit diluted (2007 - $1.9 million or $0.07 per Unit diluted). Meanwhile, year-to-date cash provided by operating activities was $21.1 million or $0.49 per Unit diluted (2007 - $24.4 million or $0.88 per Unit diluted). Net cash provided by operating activities are heavily dependent on the generation of sufficient income before non-cash items. As such, changes in the level of industry drilling activities will significantly affect net cash provided by operating activities. Management expects that if the lower industry activity level transpires as the analysts are forecasting that the Trust's cash provided by operating activities for fiscal 2009 will likely be higher than the current year. A significant portion of Peak's cash flow from operating activities is generated in the first quarter of the year, as this is when industry activity is typically at its highest level for the year. Due to the timing of the merger with Wellco, a significant portion of the merged entities activities for fiscal 2008 are not reflected in Peak's current year-to-date results. The addition of former Wellco activities for a full fiscal period will likely more than offset the negative impact of the overall expected decrease in activity. Investing activities - Net cash used in investing activities for the third quarter of 2008 was $8.6 million (2007 - $5.4 million) and year-to-date was $2.1 million (2007 - $12.2 million). For the nine months ended September 30, 2008, the activities were the result of: - the merger with Wellco Energy Services Trust ("Wellco") for total consideration of $31.6 million, which was comprised of $1.6 million in cash and the issuance of 16,565,851 Trust Units with a fair market value of $30.0 million. The merger was accomplished by way of a plan of arrangement (the "Arrangement") under the Business Corporations Act (Alberta) where by Wellco unitholders received 0.9 of a Trust Unit of Peak for each unit of Wellco held. Wellco provides camps and catering, well-site accommodations, remote waste water systems, surface rentals and water technology services. - the business acquisition of 942857 Alberta Ltd., 942859 Alberta Ltd., and Amwest Transport Ltd. (collectively referred to as "Amwest") for a total consideration of $7.4 million which included cash of $0.2 million. Based in Calgary, Alberta, Canada, Amwest provides fluid handling services throughout central and southern Alberta. Included in the business acquisition was $4.2 million in land and building that Peak is in the process of selling and leasing back. These assets have been classified as property held for sale as management has committed to a formal plan to sell these assets. Peak accounted for the Wellco and Amwest transactions as business acquisitions for which the total consideration was allocated as follows: ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- (in '000 of CAD) Wellco Amwest Total ---------------------------------------------------------------------------- Equipment 41,517 1,901 43,418 Property - 4,200 4,200 Intangibles Customer relationships - 340 340 Non-compete covenants - 80 80 Proprietary technology 1,000 - 1,000 Goodwill - 1,068 1,068 Working capital 24,024 500 24,524 Future income taxes 8,483 (723) 7,760 Debt assumed (43,457) - (43,457) ---------------------------------------------------------------------------- Net assets acquired 31,567 7,366 38,933 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- - $8.3 million of gross equipment purchases and a net disposal of $6.1 million including proceeds on sale of equipment of $14.4 million. Financing activities - Net cash provided by financing activities for the third quarter of 2008 was $9.2 million (2007 - net cash used of $4.4 million) and year-to-date net cash used was $17.4 million (September 30, 2007 - $12.1 million). For the nine months ended September 30, 2008, the activities were the result of: - a net increase in long-term debt of $47.0 million from a new syndicated extendable term revolving acquisition loan facility used to partially retire the former debt facilities detailed below; - the $74.4 million repayment of long-term debt associated with the former $30.8 million extendable term revolving acquisition loan facility and the former debt facility of $43.5 million assumed on closing of the Wellco merger; and - the issuance of 4,133,859 Trust Units for net proceeds of $9.9 million used to partially retire the former debt facilities detailed above. Working capital - The Trust had net working capital of $32.0 million at September 30, 2008, compared to $18.8 million at December 31, 2007. The increase in net working capital was the result of the Wellco merger. The Trust's current ratio remained strong over the period, decreasing slightly to 2.51 to 1.00 at September 30, 2008 from 2.66 to 1.00 at December 31, 2007. CAPITAL RESOURCES Capital Expenditures During the first nine months of fiscal 2008, the Trust expended a total of $55.9 million on gross tangible asset additions and $41.5 million on net tangible asset additions (includes mergers, business acquisitions and purchase of equipment, net of proceeds on the sale of equipment) compared to $14.9 million and $9.5 million, respectively, for the prior year period. Included in the net asset additions is the Wellco merger whereby Peak paid total consideration of $31.6 million, which was comprised of $1.6 million in cash and the issuance of 16,565,851 Trust Units with a fair market value of $30.0 million in exchange of all of the issued and outstanding trust units of Wellco. By operating segment, the expenditures were: ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Nine months ended September 30, 2008 Drilling Production Water (in '000 of CAD) Services Services Oil Sands Technology Total ---------------------------------------------------------------------------- Growth 1,810 2,226 1,317 - 5,353 Maintenance 869 604 - - 1,473 Infrastructure - - - - 1,450 ---------------------------------------------------------------------------- 2,679 2,830 1,317 - 8,276 Proceeds on sale of equipment (14,413) ---------------------------------------------------------------------------- (6,137) Wellco merger impact 30,064 1,152 10,046 255 41,517 Amwest acquisition impact - 6,101 - - 6,101 ---------------------------------------------------------------------------- Net asset additions 32,743 10,083 11,363 255 41,481 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Peak's capital expenditure program for fiscal 2008 has changed from what was disclosed in the 2007 Annual Report. By reporting segment the Trust now intends to expend the following for fiscal 2008: ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Fiscal 2008 capital expenditure program Drilling Production Water (in '000 of CAD) Services Services Oil Sands Technology Total ---------------------------------------------------------------------------- Growth 6,534 2,286 9,000 - 17,820 Maintenance 2,401 938 60 - 3,399 Infrastructure - - - - 2,075 ---------------------------------------------------------------------------- 8,935 3,224 9,060 - 23,294 Proceeds on sale of equipment (18,613) ---------------------------------------------------------------------------- 4,681 Wellco merger impact 30,064 1,152 10,046 255 41,517 Amwest acquisition impact - 6,101 - - 6,101 ---------------------------------------------------------------------------- Net asset additions 38,999 10,477 19,106 255 52,299 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Long-term debt The Trust's long-term debt (including current portion) increased to $86.8 million at September 30, 2008, as compared to $70.8 million at December 31, 2007. Funded debt was $83.7 million at September 30, 2008 as compared to $69.1 million at December 31, 2007. Meanwhile, net debt was $51.7 million at September 30, 2008 as compared to $50.3 million at December 31, 2007. The long-term debt to equity ratio decreased to 0.50 to 1.00 at September 30, 2008 (December 31, 2007 - 0.51 to 1.00). Of the Trust's $140.0 million long-term debt facilities at September 30, 2008, $56.3 million was available for use by the Trust for future capital expenditures and strategic business acquisitions at the sole discretion of the lender and subject to certain lending ratios being maintained. Considering the current credit conditions and related negative impact on the oil and gas industry, management is relatively comfortable with its current and near-term forecast for its long-term debt level. It should be noted that given the current environment that the Trust may experience more difficulty expanding its credit facilities materially above current levels and if required for operations this would adversely impact the Trust's liquidity. All covenants were satisfied at September 30, 2008 and all banking requirements were up to date. Unitholders' equity Unitholders' equity increased $35.7 million to $174.4 million at September 30, 2008 from $138.8 million at December 31, 2007. The increase over the prior year-end was the result of: - a net loss of $4.2 million incurred; - the issuance of 4,133,859 Trust Units for net cash proceeds of $9.9 million; and - the issuance of 16,565,851 Trust Units with a fair market value of $30.0 million for all of the issued and outstanding trust units of Wellco. Considering the current equity market conditions and related negative impact on the oil and gas industry it is not probable that management can rely heavily on equity financing as the market appetite is extremely weak and it would be very dilutive for existing Unitholders at current Unit market pricing. Peak had 48,398,097 Trust Units outstanding at September 30, 2008, compared to 27,698,386 Trust Units at December 31, 2007. As of November 4, 2008, the number of Trust Units outstanding was 48,398,097. DISTRIBUTABLE CASH Standardized distributable cash - Standardized distributable cash is defined as cash flow from operating activities less adjustments for total capital expenditures, as reported in the Canadian GAAP financial statements, and restrictions on distributions arising from compliance with financial covenants restrictive as of the date of the calculation. The following was the Trust's standardized distributable cash and associated payout ratio of distributions declared: ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Nine months ended September 30 ----------------------- (in '000 of CAD, except otherwise noted) 2008 2007 ---------------------------------------------------------------------------- Cash flow from operating activities 21,072 24,401 Less adjustments for: Business acquisitions (8,740) - Purchase of equipment (8,276) (14,931) Distribution restrictions caused by financial covenant 2,802 - ---------------------------------------------------------------------------- Standardized distributable cash 6,858 9,470 Distributions declared to Unitholders - (14,680) ---------------------------------------------------------------------------- Distribution surplus 6,858 (5,210) ---------------------------------------------------------------------------- Payout ratio of standardized distributable cash -% 155% Standardized distributable cash Per unit - basic 0.16 0.34 Per unit - diluted 0.16 0.34 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Adjusted distributable cash - Adjusted distributable cash is defined as standardized distributable cash adjusted for business acquisitions, growth and infrastructure capital expenditures and seasonal changes in non-cash working capital. Adjusted distributable cash is used by management to measure the Trust's ability to generate the cash necessary to make distributions, repay debt or fund future growth through capital investment. It is management's strategy to fund business acquisitions, growth and infrastructure capital expenditures from additional long-term debt or equity financing as these activities are enhancing the Trust's overall productive capacity. Furthermore, management's non-cash working capital strategy is to maintain a consistent long-term balance, however non-cash working capital is subject to seasonal fluctuations. As a result of these strategies, the aforementioned items are adjusted for in determining adjusted distributable cash. Effectively, adjusted distributable cash is the same as the Trust's former disclosed measure of funds from operations less maintenance capital expenditures. Management views maintenance capital expenditures as an operating expenditure required to maintain the Trust's productive capacity, hence it does not adjust for maintenance capital expenditures in determining adjusted distributable cash. The following was the Trust's adjusted distributable cash and associated payout ratio of distributions declared: ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Nine months ended September 30 ----------------------- (in '000 of CAD, except otherwise noted) 2008 2007 ---------------------------------------------------------------------------- Standardized distributable cash 6,858 9,470 Adjusted for: Business acquisitions 8,740 - Growth capital expenditures 5,353 3,355 Infrastructure capital expenditures 1,450 10,545 Seasonal change in non-cash working capital (12,175) (6,808) ---------------------------------------------------------------------------- Adjusted distributable cash 10,226 16,562 Distributions declared to Unitholders - (14,680) ---------------------------------------------------------------------------- Distribution surplus (deficit) 10,226 1,882 ---------------------------------------------------------------------------- Payout ratio of adjusted distributable cash -% 89% Adjusted distributable cash Per unit - basic 0.24 0.60 Per unit - diluted 0.24 0.60 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- The adjusted distributable cash payout ratio was zero percent (2007 - 89 percent) for the nine months ended September 30, 2008. The distribution surplus between adjusted distributable cash and distributions declared was $10.2 million (2007 - $1.9 million) for the first nine months of fiscal 2008 and was used to fund capital expenditures and the Amwest business acquisition. The Trust's Indentures (for both Peak and Peak Commercial Trust) govern the amounts that the Trustee and the Administrator, Peak Energy Services Ltd. ("PESL"), can distribute to Unitholders. These Indentures give management the latitude to withhold reasonable reserves for operations. Management's long-term objective has been to pay in the range of 65 to 75 percent of the Trust's adjusted distributable cash on an annual basis. Formerly, management disclosed its objective was to distribute 50 to 60 percent of fund from operations. Adjusted distributable cash is effectively funds from operations less maintenance capital expenditures, hence the increase in the percentage range is to reflect the impact of maintenance capital expenditures. Since the changes in tax laws regarding trusts was announced by the federal government in late 2006, it has become increasingly more difficult to raise equity capital as a trust. In addition, the current downturn in industry activity levels has adversely impacted the Trust's adjusted distributable cash. Consequently, management has shifted its financing strategy to using its adjusted distributable cash to reduce the Trust's core long-term debt to create additional facilities to be available for when future business acquisitions and growth capital expenditure opportunities present themselves. Commencing with the December 2007 distribution period, Peak ceased distributions for an indefinite period. Management believes that this financing strategy will allow it to fulfill its vision and execute on its corporate strategy, while maintaining a stable financial position. It should be noted that there can be no absolute assurances made that the Trust will make any future distributions. CORPORATE GOVERNANCE The regulatory and statutory compliance environment in Canada is rapidly evolving to ensure effective corporate governance frameworks exist within publicly held entities. These standards involve ensuring more timely, accurate and complete financial reporting and disclosures. Of the recently added compliance requirements, the most significant expenditure of resources for the Trust has and will involve the requirements of Multilateral Instrument ("MI") 52-109. Peak's CEO and CFO have filed the necessary certifications to September 30, 2008. NON-GAAP MEASURES EBITDA and adjusted EBITDA are defined as earnings before interest, taxes, depreciation and amortization and other items. EBITDA is not a recognized measure under Canadian GAAP. Management believes, in addition to net income, EBITDA is a useful supplemental measure as it provides an indication of the results generated by Peak's principle business activities prior to consideration of how these activities are financed or how the results are taxed in various jurisdictions. Readers should be cautioned that EBITDA should not be construed as an alternative to net income determined in accordance with Canadian GAAP as an indicator of the Trust's performance. Peak's method of calculating EBITDA may differ from other companies and, accordingly, EBITDA may not be comparable to measures used by other companies. Adjusted income (loss) is defined as net income (loss) adjusted for financing and succession planning costs indirectly associated with the merger with Wellco and impairment loss on goodwill. Adjusted income (loss) is not a recognized measure under Canadian GAAP. Management believes, in addition to net income (loss), adjusted income (loss) is a useful supplemental measure as it provides an indication of income (loss) before unusual items. Readers should be cautioned that adjusted income (loss) should not be construed as an alternative to net income (loss) determined in accordance with Canadian GAAP as an indicator of the Trust's performance. Peak's method of calculating adjusted income (loss) may differ from other companies and, accordingly, adjusted income (loss) may not be comparable to measures used by other companies. Standardized distributable cash is defined as cash flow from operating activities less adjustments for total capital expenditures, as reported in the GAAP financial statements, and restrictions on distributions arising from compliance with financial covenants restrictive as of the date of the calculation. Standardized distributable cash is not a recognized measure under Canadian GAAP, however standardized distributable cash is in accordance with the recommendations provided by the CICA's publication "Standardized Distributable Cash in Income Trusts and Other Flow-Through Entities: Guidance on Preparation and Disclosure". Readers should be cautioned that standardized distributable cash should not be construed as an alternative to cash flow from operating activities, as an indicator of the Trust's performance. Peak's method of calculating standardized distributable cash may differ from other companies and, accordingly, standardized distributable cash may not be comparable to measures used by other entities. Adjusted distributable cash is defined as standardized distributable cash adjusted for business acquisitions, growth and infrastructure capital expenditures and seasonal changes in non-cash working capital. Adjusted distributable cash is not a recognized measure under Canadian GAAP. Management believes, in addition to standardized distributable cash, adjusted distributable cash is a useful supplemental measure as it demonstrates the Trust's ability to generate the cash necessary to make distributions, repay debt or fund future growth through capital investment. Readers should be cautioned that adjusted distributable cash should not be construed as an alternative to standardized distributable cash, determined in accordance with the recommendations provided by the CICA's publication "Standardized Distributable Cash in Income Trusts and Other Flow-Through Entities: Guidance on Preparation and Disclosure", as an indicator of the Trust's performance. Peak's method of calculating adjusted distributable cash may differ from other companies and, accordingly, adjusted distributable cash may not be comparable to measures used by other entities. Payout ratios are defined as distributions declared divided be either standardized distributable cash or adjusted distributable cash. Payout ratios are not recognized measures under Canadian GAAP. Management believes these ratios provide an indication of the amount of cash either retained or distributed that could be utilized for future growth opportunities, debt repayment or incremental future distributions to Unitholders. The Trust's method of calculating payout ratios may differ from those used by other entities and, accordingly, payout ratios may not be comparable to measures used by other entities. Working capital is defined as current assets less current liabilities excluding current portion of long-term debt. Current ratio is defined as current assets divided by current liabilities excluding current portion of long-term debt. Working capital and current ratio are not recognized measures under Canadian GAAP. Management believes working capital and current ratio provide an indication of the current liquidity available to the Trust before considering long-term debt facilities or equity financing considerations. The Trust's method of calculating working capital or current ratio may differ from those used by other entities and, accordingly, may not be comparable to measures used by other entities. Funded debt is defined as long-term debt including current portion of long-term debt less cash and cash equivalents. Net debt is defined as long-term debt including current portion of long-term debt less working capital. Funded debt and net debt are not recognized measures under Canadian GAAP. Management believes funded debt and net debt provide an indication of the Trust's debt position after consideration for assets and liabilities that are considered relatively liquid in nature. The Trust's method of calculating funded debt and net debt may differ from those used by other entities and, accordingly, may not be comparable to measures used by other entities. Long-term debt to equity ratio is defined as long-term debt including current portion of long-term debt divided by Unitholders' equity. Long-term debt to equity ratio is not a recognized measure under Canadian GAAP. Management believes the long-term debt to equity ratio provides an indication of how the Trust's operations are financed. The Trust's method of calculating long-term debt to equity ratio may differ from those used by other entities and, accordingly, may not be comparable to measures used by other entities. FORWARD-LOOKING INFORMATION This MD&A contains forward looking information within the meaning of applicable Canadian securities legislation ("Forward-looking Information") regarding expected future events and financial and operating results of the Trust. By its nature, Forward-looking Information requires the Trust to make assumptions and is subject to numerous inherent risks and uncertainties. There is significant risk that assumptions, predictions and other forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on Forward-looking Information as a number of factors could cause actual future results, conditions, actions or events to differ materially from expectations, estimations or intentions expressed in the Forward-looking Information. The Trust disclaims any intention or otherwise to update or revise any Forward-looking Information, whether as a result of new information, future events or otherwise, except as required by law. It is the current policy of the Trust to evaluate its past Forward-looking Information and where it deems appropriate, provide updates subject to requirements by law. In particular, Forward-looking Information includes the following statements within this MD&A: the increased royalty rates will reduce producers' return on Alberta related investments; has increased the likelihood that more countries will, if not already, experience a recession of some depth and length; however the commodity devaluation and credit instability will likely adversely impact activity levels for 2009; players that are in the development stage will be more adversely impacted as their reliance on financing to fund operations is very significant; for 2009, industry analysts are predicting a decrease of 5 to 10 percent in Canadian drilling rig operating days with the current trend of a lower number of wells with a longer duration for each well being drilled continuing; typically do not generate cash flow until they reach the operational stage which may take a number of years; most have made decisions to defer some near-term spending on oil sand projects; management believes the outlook for the oil and gas industry in North America remains very positive over the longer term; for at least the near term it will continue to experience lower levels of activity as compared to the 5 year average, until the instability within the global markets subside and the underlying oil and natural gas supply and demand fundamentals firm up over a sustained period of time; estimates it has realized on over $4.5 million in annualized merger synergies; management expects the annualized merger synergies to increase in the future to approximately $5.5 million; this agreement is expected to generate approximately $18.0 million in revenue over the two year term of the agreement ($9.0 million per year); management expects this reporting segment to be a significant area of focus and growth for Peak in the future; major strategies to take advantage of these opportunities take longer to implement and for their effects to impact the financial results; it is management's strategy to fund business acquisitions, growth and infrastructure capital expenditures from additional long-term debt or equity financing; management's non-cash working capital strategy is to maintain a consistent long-term balance; management has shifted its financing strategy to using its adjusted distributable cash to reduce the Trust's core long-term debt to create additional facilities to be available for when future business acquisitions and growth capital expenditure opportunities present themselves; management believes that this financing strategy will allow it to fulfill its vision and execute on its corporate strategy, while maintaining a stable financial position; changes in the level of industry drilling activities will significantly affect net cash provided by operating activities; management expects that if the lower industry activity transpire as the analysts are forecasting (see discussion in Industry Activity) that the Trust's cash provided by operating activities for fiscal 2009 will likely be higher than the current year; the Trust now intends to expend the following for fiscal 2008; management is relatively comfortable with its current and near-term forecast for its long-term debt level; in the current environment that the Trust may experience more difficulty expanding its credit facilities materially above current levels; it is not probable that management can rely on equity financing; management also believes that the mid term outlook may not be as positive due to the current instability of the global economic environment and believes that industry activity levels could suffer as a result of these conditions; the underlying strength in the supply and demand fundamentals for oil and natural gas supply should once again be a catalyst for higher commodity prices and more robust levels of activity over the longer term. These statements include, but are not limited to, statements as to seasonal and weather conditions affecting the Canadian oil and natural gas industry and the demand for the Trust's services. These statements are based on certain assumptions and analysis made by the Trust in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. However, whether actual results, performance or achievements will conform to the Trust's expectations and predictions is subject to a number of known and unknown risks and uncertainties which could cause actual results to differ materially from the Trust's expectations. Such risks and uncertainties include, but are not limited to: fluctuations in the price and demand for oil and natural gas; currency fluctuations; fluctuations in the level of oil and natural gas exploration and development activities; fluctuations in the demand for oilfield services that the Trust provides; the effects of weather conditions on operations; the existence of competition from other oilfield service entities; general economic, market or business conditions; public market volatility and the related ability to access sufficient capital to fund activities; availability to access debt financing to fund activities; government policy changes; changes in laws or regulations, including taxation and environmental regulations; the lack of availability of qualified personnel or management; and other unforeseen conditions which could impact the use of services supplied by the Trust. Consequently, all of the Forward-looking Information made in this document are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by the Trust will be realized or, even if substantially realized, that they will have the expected consequences to or effects on the Trust or its business or operations. OUTLOOK The third quarter of 2008 played out somewhat better than management expected which has resulted in solid third quarter results being posted by Peak despite industry activity levels being well below the record levels achieved in 2006. The Trust generated record revenue of $42.5 million for the three months ended September 2008 which represents an increase of 54 percent as compared to the prior year period while drilling rig utilization increased by 24 percent for the corresponding period. These results were directly related to the commitment that management has made in terms of growth throughout the Trust's twelve year history. The Wellco merger that closed on March 12, 2008 along with its successful integration and the acquisition of Amwest on August 15, 2008 are further testaments of management's continuing commitment to grow and manage the Trust for the benefit of all stakeholders. The geographic diversity incorporated into the Trust's infrastructure has also made a significant, positive impact on Peak's results through the re-deployment of assets prior to and during the third quarter of 2008 to regions of greater political stability and higher activity levels. To this point, we have seen a significant number of assets leaving Alberta and being relocated to Peak facilities in British Columbia, Saskatchewan and Rock Springs, Wyoming to meet the demands of our customer base within these regions. For the first nine months of 2008, Peak generated record revenue of $108.0 million which represents an increase of 33 percent as compared to the prior year period while Canadian drilling rig operating days increased just 11 percent for the corresponding period. Although the Trust's organic growth plan was cut back substantially in 2007 due to lower industry activity levels, an aggressive capital expenditure program over the previous two fiscal years combined with its 2008 merger and acquisition activity has allowed Peak's top line to strengthen substantially on a year-over-year basis as compared to the drop in Canadian drilling rig operating days for the corresponding period. Pricing for our equipment and services has also contributed positively to the Trust's reasonably strong revenue performance year to date as it has remained relatively firm for the period. With Peak's top line showing significant growth in the third quarter, the Trust's margins are now beginning to show marked improvement as well, increasing from a negative 15 percent during the second quarter of 2008 to a positive 18 percent during the third quarter and 12 percent year-to-date. Over the previous two years Peak has focused on expanding its infrastructure; this larger enhanced infrastructure allows the Trust to capitalize on managing its current asset base more efficiently as well as accommodate future growth opportunities such as they may be encountered. The combination of Peak's larger asset base and management's continued commitment to focusing internally leave the Trust well positioned as industry moves forward into the historically busier winter drilling season. To date, the fourth quarter has seen industry activity levels much as anticipated and consistent with those realized in the third quarter. Management believes that the long term outlook for the oil and natural gas industry in North America remains very positive. Having said this, management also believes that the mid term outlook may not be as positive due to the current instability of the global economic environment and believes that industry activity levels could suffer as a result of these conditions. As this instability subsides, the underlying strength in the supply and demand fundamentals for oil and natural gas supply should once again be a catalyst for higher commodity prices and more robust levels of activity over the longer term. CONFERENCE CALL Management will hold a conference call to discuss the quarter end results at 9:30 a.m. MT (11:30 a.m. ET) on Wednesday November 5, 2008. To participate, please dial 1 (866) 223-7781 or 1 (416) 641-6136. Participants are asked to call at least 10 minutes before the start of the call. For those unable to participate in the live call, a replay will be available until Wednesday November 12, 2008 by dialing 1 (800) 408-3053 or 1 (416) 695-5800, verbal pass code 3274170. FINANCIAL RESULTS The following selected financial information summarizes Peak's consolidated financial results for the three and nine months ended September 30, 2008. Peak's quarterly report, including the consolidated interim financial statements and management's discussion and analysis for the quarters ended September 30, 2008 and 2007 will be available at www.sedar.com on or about November 10, 2008. CONSOLIDATED STATEMENTS OF OPERATIONS, COMPREHENSIVE INCOME (LOSS) AND DEFICIT ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Nine months ended Three months ended September -------------------------------------------- (in thousands of CAD, except per Unit amounts)(unaudited) 2008 2007 2008 2007 ---------------------------------------------------------------------------- Revenue $ 42,451 $ 27,504 $ 107,973 $ 81,446 Expenses: Operating 25,978 14,288 67,297 43,709 General and administrative 8,687 6,447 27,426 18,546 Depreciation and amortization 4,424 4,262 14,091 12,964 Interest on long-term debt 1,301 1,202 3,850 3,423 --------------------------------------------------------------------------- 40,390 26,199 112,664 78,642 ---------------------------------------------------------------------------- Income (loss) before other items 2,061 1,305 (4,691) 2,804 Other items: Impairment loss on goodwill - 15,559 - 15,559 Loss (gain) on sale of equipment (9) 787 533 1,261 Foreign exchange gain (122) - (252) - --------------------------------------------------------------------------- (131) 16,346 281 16,820 ---------------------------------------------------------------------------- Income (loss) before income taxes 2,192 (15,041) (4,972) (14,016) Provision for income taxes: Current 9 451 437 837 Future (reduction) 849 (2,079) (1,177) (6,131) --------------------------------------------------------------------------- 858 (1,628) (740) (5,294) ---------------------------------------------------------------------------- Net income (loss) and comprehensive income (loss) 1,334 (13,413) (4,232) (8,722) Deficit, beginning of period As previously reported (55,752) (31,675) (50,186) (25,192) Change in method of accounting for deferred financing costs - - - (372) --------------------------------------------------------------------------- As restated (55,752) (31,675) (50,186) (25,564) Distributions declared to Unitholders - (3,878) - (14,680) ---------------------------------------------------------------------------- Deficit, end of period $ (54,418) $ (48,966) $ (54,418) $ (48,966) ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Earnings (loss) per Unit: Basic $ 0.03 $ (0.48) $ (0.10) $ (0.32) Diluted $ 0.03 $ (0.48) $ (0.10) $ (0.32) ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- Nine months ended Three months ended September -------------------------------------------- (in thousands of CAD)(unaudited) 2008 2007 2008 2007 ---------------------------------------------------------------------------- Operating activities: Net income (loss) $ 1,334 $ (13,413) $ (4,232) $ (8,722) Add (deduct) items not affecting cash: Depreciation and amortization 4,424 4,262 14,091 12,964 Impairment loss on goodwill - 15,559 - 15,559 Loss (gain) on sale of equipment (9) 787 533 1,261 Unrealized foreign exchange loss (gain) (68) - 215 - Future income taxes 849 (2,079) (1,177) (6,131) --------------------------------------------------------------------------- 6,530 5,116 9,430 14,931 Changes in non-cash working capital items (3,967) (3,196) 11,642 9,470 --------------------------------------------------------------------------- 2,563 1,920 21,072 24,401 Investing activities: Business acquisition (7,157) - (8,740) - Purchase of equipment (5,476) (5,747) (8,276) (14,931) Proceeds on sale of equipment 3,399 467 14,413 5,394 --------------------------------------------------------------------------- (9,234) (5,280) (2,603) (9,537) Changes in non-cash working capital items 605 (141) 533 (2,662) --------------------------------------------------------------------------- (8,629) (5,421) (2,070) (12,199) Financing activities: Increase of operating line of credit (78) - - - Increase in long-term debt 9,550 - 74,118 3,000 Repayment of long-term debt (250) - (101,482) - Repayment of obligations under capital lease - - - (103) Issue of Trust Units, net of costs - - 9,923 1,041 Distributions paid to Unitholders - (4,432) - (16,044) --------------------------------------------------------------------------- 9,222 (4,432) (17,441) (12,106) Foreign exchange gain on cash held in foreign currency 7 - (15) - ---------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents 3,163 (7,933) 1,546 96 Cash and cash equivalents, beginning of period - 11,885 1,617 3,856 ---------------------------------------------------------------------------- Cash and cash equivalents, end of period $ 3,163 $ 3,952 $ 3,163 $ 3,952 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- CONSOLIDATED BALANCE SHEETS ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- September 30, December 31, (in thousands of CAD) (unaudited) 2008 2007 ---------------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 3,163 $ 1,617 Accounts receivable 46,098 27,041 Prepaid expenses 2,663 1,477 Inventory 1,296 - --------------------------------------------------------------------------- 53,220 30,135 Property and equipment 226,585 201,980 Equipment held for sale 4,200 - Intangibles 8,417 8,797 Goodwill 1,068 - ---------------------------------------------------------------------------- $ 293,490 $ 240,912 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- LIABILITIES AND UNITHOLDERS' EQUITY Current liabilities: Accounts payable and accrued liabilities $ 20,577 $ 11,056 Income taxes payable 441 63 Current portion of long-term debt 3,513 3,562 Current portion of deferred lease inducements 201 201 --------------------------------------------------------------------------- 24,732 14,882 Long-term debt 83,330 67,188 Deferred lease inducements 1,973 2,124 Future income taxes 9,043 17,981 Unitholders' equity: Trust Unit capital 227,347 187,440 Contributed surplus 1,483 1,483 Deficit (54,418) (50,186) --------------------------------------------------------------------------- 174,412 138,737 $ 293,490 $ 240,912 ---------------------------------------------------------------------------- ---------------------------------------------------------------------------- About Peak Energy Services Trust Peak Energy Services Trust is a diversified energy services organization operating in western Canada and the mid-west United States of America. Through its various operating divisions, Peak provides drilling and production services to its customers both in the conventional oil and gas industry as well as the oil sands regions of western Canada. The Trust also provides water technology solutions to a variety of customers throughout North America. Peak's units are listed on the Toronto Stock Exchange under the symbol "PES.UN".
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