CALGARY, Canada – April 8, 2024, High Arctic Energy Services Inc. (TSX: HWO) (the “Corporation” or “High Arctic”)
released its’ fourth quarter and year-end results today. The audited consolidated financial statements, management
discussion & analysis (“MD&A”), and annual information form for the year ended December 31, 2023 will be available
on SEDAR at www.sedar.com, and on High Arctic’s website at haes.ca. All amounts are denominated in Canadian
dollars (“CAD”), unless otherwise indicated.
The Corporation provided an update today on the intention to issue shareholders a tax efficient return of capital to a
maximum of $38.2 million and plan to reorganize the Corporation at a special meeting of the Shareholders. The
recommendation to reorganize is expected to include the following elements:
– a spinoff of the international business to shareholders as a Canadian publicly listed company,
– maintaining the Corporation as a Canadian publicly listed company focused on growing the Canadian
business,
– distribution of a return of capital to shareholders of between $33.0 million and $38.2 million before July 26,
2024, and
– right-sizing the general and administrative infrastructure to align with the new corporate structure.
The Corporation is working with DLA Piper (Canada) LLP as legal advisor and Lightyear Capital Inc. as financial advisor
on the revised reorganization plan. The completion of which will be subject to Board, stock exchange, applicable
regulatory and shareholder approval at a special meeting of the Shareholders to be held before the end of June 2024.
Mike Maguire, Chief Executive Officer commented:
“Our businesses in both Canada and PNG have finished the year with a solid quarter and we made an exciting
acquisition with the purchase and amalgamation of Delta Rental Services in Canada.
Following the receipt of feedback from our shareholders and consultation with our advisors, I am excited to provide
today’s update on the path the Board intends to take in order to reorganize the Corporation and release a tax-efficient
return of cash to shareholders.
The proposed spin-off of the Papua New Guinean business as a publicly listed Canadian company will allow senior
management to concentrate where we have had the most success in the past. The remaining publicly listed company
with the Canadian assets has been further strengthened with the addition of Delta Rental Services and becomes an
attractive vehicle for future growth and transactions.
I continue to believe our customers and employees in both PNG and Canada will appreciate and benefit from locally
managed businesses.”
Expectations that Rig 103 drilling activity will be concluded by the end of June 2024 have been confirmed with the
receipt of formal notice from High Arctic’s principal customer in PNG of its intention to suspend drilling operations and
cold stack Rig 103 at the conclusion of this final approved well on the Rig 103 drilling schedule. The Corporation remains
engaged with its principal customer on planning for 2025 drilling activity. Further, the PNG Government and Papua-
LNG operator TotalEnergies have released a joint statement advising that the FID of the Papua-LNG project is now
expected in 2025.
In the following discussion, the three months ended December 31, 2023 may be referred to as the “Quarter” or “Q4
2023”, and similarly the year ended December 31, 2022 may be referred to as “YTD 2022”. The comparative three
months ended December 31, 2022 may be referred to as “Q4 2022” and similarly the year ended December 31, 2022
may be referred to as “YTD 2022”. References to other quarters may be presented as “QX 20XX” with X being the
quarter/year to which the commentary relates.
2023 Highlights
The following highlights the Corporations results for Q4 2023 and YTD 2023:
– Acquired Delta late in Q4 2023 which expanded High Arctic’s geographical coverage in Alberta and offers
both operational synergies and potential for cross deployment of underutilized assets in the Canadian rentals
business.
– Realized a third continuous quarter of full utilization of PNG Rig 103 in Q4 2023, pursuant to a 3-year contract
that was renewed in 2022.
– Improved liquidity with a working capital balance of $63.0 million, which includes a cash balance of $50.3
million, and long-term debt of $3.5 million.
– Generated Adjusted EBITDA from continuing operations of $11.8 million in FY 2023 and $3.2 million in Q4
2023.
– Realized a net loss from continuing operations of $12.8 million in FY 2023 and net income from continuing
operations of $2.7 million in Q4 2023. The loss was primarily due to a non-cash impairment loss of $20.5
million on PNG asset carrying values.
– Sold the Corporation’s Canadian Nitrogen transportation, hauling and pumping services business for cash
consideration of $1.35 million.
2024 Strategy
High Arctic’s 2024 Strategic Objectives build on the platforms created and directions taken in 2023, and include:
– Continued relentless focus on safety excellence and quality service delivery,
– Distribute surplus capital and prepare for the spin out of the PNG Business to shareholders,
– Create appropriate capital and corporate structures for the current businesses, that provide the opportunity to
consider transactions which would create value for the Corporation’s shareholders,
– Grow the core businesses through selective and opportunistic investments,
– Steward capital to preserve balance sheet strength and financial flexibility, and
– Accretive acquisitions in Canada that allow the Corporation to optimize its available tax loss carry-forwards.
2023 Strategic Objectives and Accomplishments
Through 2023, High Arctic continued its relentless focus on quality and remains driven to be recognized as a trusted
service provider in the energy industry. High Arctic works towards this by defining and measuring results against
strategic priorities. Our 2023 strategic priorities and highlights of progress include:
– Safety excellence and quality service delivery:
o High Arctic extended its recordable incident free activity in PNG to 7 years and over 3.5 million work
hours.
o In Canada, High Arctic completed 2023 without any recordable incidents, contributing to the
Corporation’s first calendar year with a zero Total Recordable Incident Frequency (“TRIF”) Rate.
– Return idled assets to service in PNG:
o Successfully reactivated Rig 103 and returned it to continuous reliable service.
o Returned idled rental assets to service in PNG including cranes, trucks and material handling
equipment.
– Scaling our Canadian business:
o High Arctic completed the acquisition of Delta, representing a multi-fold increase in the Canadian
rentals business in terms of revenue, deployable assets, personnel and geographic coverage.
– Opportunities for growth and corporate transactions that enhance shareholder value:
o Acquired Delta, immediately adding free cash flow and operational synergies to the Canadian Rentals
business.
o Leveraged the Corporation’s capability in the provision and development of labour and skilled
personnel through the re-launch of the PNG Industry Manpower Solutions brand in PNG.
o Announced an intention to reorganize and separate the Canadian and PNG businesses under
focused local leadership and open up the separated businesses to a wider array of regional
transaction opportunities in their respective markets.
– Examination of the Corporation’s optimal capital structure and dividend policy:
o Pursuant to the intended reorganization, the Corporation announced an intention to distribute surplus
cash to shareholders by way of a tax-efficient return of capital.
o Intended spin-out of the PNG Business from the Corporation to the Corporation’s shareholders is
anticipated to improve access to broader sources of cost-efficient capital for growth.
o High Arctic paid out dividends of $2.2 million in 2023 and repurchased 18,296 shares for cancellation.
Monthly dividends were suspended on October 23, 2023 to preserve cash to maximize the
opportunity to tax-efficiently return capital.