AVEDA TRANSPORTATION AND ENERGY SERVICES INC.

Transcription

1 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS For the three months ended March 31, 2017 and 2016

2 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF FINANCIAL POSITION (In thousands of Canadian dollars) March 31, December 31, Note ASSETS Current assets: Cash $ 83 $ 344 Trade and other receivables 31,760 26,425 Prepaid expenses 1,927 2,752 Non-current assets: 33,770 29,521 Equipment and leaseholds 96, ,737 Intangible assets Total assets $ 130,766 $ 130,793 LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities: Trade and other payables $ 22,949 $ 14,177 Current tax payable Non-current liabilities: 23,369 14,465 Loans and borrowings 7 31,329 57,327 Note payable 35,907 36,253 Shareholders equity: 67,236 93,580 Share capital 8 112,301 91,476 Warrants Contributed surplus 14,018 13,856 Accumulated other comprehensive income 14,106 14,407 Deficit (100,403) (96,991) 40,161 22,748 Total liabilities and shareholders equity $ 130,766 $ 130,793 The accompanying notes are an integral part of these consolidated financial statements. Approved by the Board of Directors "David Werklund" Director "Paul Shelley" Director 2

3 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF LOSS AND COMPREHENSIVE INCOME (LOSS) (In thousands of Canadian dollars, except per share amounts) Three Months Ended March 31, Note Revenue $ 40,962 $ 12,011 Expenses: Direct operating 38,030 16,798 Selling and administrative 4,475 3,957 Foreign exchange loss (gain) (2) 84 Gain on disposal of equipment (16) (13) Finance costs 1,751 1,442 Loss before income taxes (3,276) (10,257) Income taxes: Current tax expense Net loss (3,412) (10,293) Other comprehensive loss: Foreign currency translation differences (301) (3,228) Comprehensive loss $ (3,713) $ (13,521) Loss per share Basic 5 $ (0.10) $ (0.54) Diluted 5 $ (0.10) $ (0.54) Weighted average number of common shares outstanding: Basic 5 35,167 19,079 Diluted 5 35,167 19,079 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 3

4 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN EQUITY (In thousands of Canadian dollars) Accumulated Other Share Contributed Comprehensive Capital Warrants Surplus Income Deficit Total Balance, January 1, 2017 $ 91,476 $ - $ 13,856 $ 14,407 $ (96,991) $ 22,748 Net loss (3,412) (3,412) Issuance of common shares (note 8) 20, ,825 Issuance of warrants (note 9) Foreign currency translation differences (301) - (301) Stock-based compensation expense Balance, March 31, 2017 $ 112,301 $ 139 $ 14,018 $ 14,106 $ (100,403) $ 40,161 Accumulated Other Share Contributed Comprehensive Capital Warrants Surplus Income Deficit Total Balance, January 1, 2016 $ 91,474 $ - $ 13,881 $ 16,512 $ (65,147) $ 56,720 Net loss (10,293) (10,293) Foreign currency translation differences (3,228) - (3,228) Stock-based compensation expense Balance, March 31, 2016 $ 91,474 $ - $ 13,944 $ 13,284 $ (75,440) $ 43,262 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 4

5 CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS (In thousands of Canadian dollars) Cash provided by (used in) Three Months Ended March 31, Note Operating activities: Net loss $ (3,412) $ (10,293) Items not affecting cash: Depreciation of equipment and leaseholds 3,875 4,752 Amortization of intangible assets Finance costs 1,751 1,442 Foreign exchange loss (gain) (2) 84 Gain on disposal of equipment and leaseholds (16) (13) Stock-based compensation expense Income tax expense Changes in non-cash balances relating to operations 6 4,103 2,250 Income tax paid - 3 Finance costs paid (1,472) (1,372) Net cash provided by (used in) operating activities 5,190 (2,984) Investing activities: Purchase of equipment and leaseholds (495) (747) Proceeds from disposal of equipment and leaseholds Purchase of intangible assets - (13) Net cash used in investing activities (479) (749) Financing activities: Issuance of common shares, net of share issuance costs 8 20,964 - Net increase (repayment) of loans and borrowings 7 (25,936) 3,744 Net cash provided by (used in) financing activities (4,972) 3,744 Effect of foreign exchange rate changes on cash balances - (2) Change in cash (261) 9 Cash, beginning of period Cash, end of period $ 83 $ 347 The accompanying notes are an integral part of these condensed consolidated interim financial statements. 5

6 Aveda Transportation and Energy Services Inc. Notes to the Condensed Consolidated Interim Financial Statements (Dollar amounts are Canadian dollars, all amounts, except per share amounts, are in thousands unless otherwise specified) Three months ended March 31, 2017 and Reporting Entity Aveda Transportation and Energy Services Inc. (the "Company") was incorporated pursuant to the laws of the Province of Alberta and is a publicly-traded company listed on the TSX Venture Exchange ("TSXV") under the symbol "AVE". The Company s registered office is Suite 1600, th Avenue S.W., Calgary, Alberta, T2P 3C4. The Company s primary business activity is the provision of specialized equipment and services for the transportation of equipment required for the exploration, development and production of petroleum resources. The Company operates in Western Canada and the United States. 2. Basis of Preparation a) Statement of Compliance These condensed consolidated interim financial statements ("Interim Financial Statements") have been prepared in accordance with International Accounting Standards ( IAS ) 34 Interim Financial Reporting. These Interim Financial Statements do not include all of the information required for full annual financial statements, and should be read in conjunction with the annual financial statements for the year ended December 31, 2016 which have been prepared in accordance with International Financial Reporting Standards ( IFRS ). These Interim Financial Statements were authorized for issue by the Board of Directors on May 16, b) Seasonality There are factors causing quarterly variances that may not be reflective of the Company s future performance. The Company's earnings generally follow the seasonal activity pattern of western Canada's and North Dakota s oil and gas industry because of the significance of its operations in Canada and North Dakota. The oil and gas industry in these regions are typically more active during the winter months as the movement of heavy equipment over frozen ground is generally easier. Rain through the spring, summer and fall reduces activity levels because of the weather s effect on ground conditions and consequently its load bearing capacity. The Company s operations in other parts of United States are generally less affected by weather and are less seasonal by nature. As a result of these seasonal variations, quarterly operating results should not be relied upon as any indication of results for any future period. c) Basis of Measurement These condensed consolidated interim financial statements have been prepared on the historical cost basis. d) Functional and Presentation Currency These condensed consolidated interim financial statements are presented in Canadian dollars which is the functional currency of the Company and its Canadian subsidiary. The Company s United States ("U.S.") subsidiaries have a functional currency of U.S. dollars. As the Company has operations in the United States, the consolidated financial results may vary between periods due to the effect of foreign exchange fluctuations in translating the revenues and expenses of its operations in the United States to Canadian dollars. All financial information presented in Canadian dollars has been rounded to the nearest thousand except for per share amounts. The amounts included in accumulated other comprehensive income relate to foreign exchange translation gains and losses on entities whose functional currency is other than the Canadian dollar. Amounts included in accumulated other 6

7 Aveda Transportation and Energy Services Inc. Notes to the Condensed Consolidated Interim Financial Statements (Dollar amounts are Canadian dollars, all amounts, except per share amounts, are in thousands unless otherwise specified) Three months ended March 31, 2017 and 2016 comprehensive income will be recycled into net income upon the disposition or partial disposition of the foreign operation. e) New Standards and Interpretations not yet Adopted A number of new standards, and amendments to standards and interpretations, are not yet effective for the three months ended March 31, 2017, and have not been applied in preparing these consolidated financial statements. Management is currently reviewing the standards to determine the impact on the Company s financial statements. IFRS 15 Revenue from Contracts with Customers IFRS 15 Revenue from Contracts with Customers is effective for annual periods beginning on or after January 1, Management is currently reviewing the standards to determine the impact on the Company s financial statements. The Company intends to adopt IFRS 15 for the annual period beginning on January 1, Significant Accounting Policies These Interim Financial Statements follow the same accounting policies and methods of computation as the most recent annual consolidated financial statements of the Company for the year ended December 31, Segment Information The Company has two operating segments. These two operating segments have been differentiated by the geography in which the business operates. The following table provides financial results by segment: Period ended March 31, 2017 United States Canada Corporate Total Revenue 36,474 4,488-40,962 Net loss (2,224) (967) (221) (3,412) Depreciation and amortization 3, ,940 Capital expenditures Total assets 110,977 19, ,766 Adjusted EBITDA 1 (loss) 3,141 (526) (56) 2,559 Period ended March 31, 2016 United States Canada Corporate Total Revenue 9,824 2,187-12,011 Net loss (9,099) (1,084) (110) (10,293) Depreciation and amortization 3, ,816 Capital expenditures Total assets 101,713 20, ,980 Adjusted EBITDA 1 (loss) (3,374) (445) (45) (3,864) (1) Adjusted EBITDA (loss) is earnings or loss before interest, taxes, depreciation and amortization, excluding foreign exchange gains or losses, write downs of intangible assets, goodwill impairment, financing costs, gains or losses on 7

8 Aveda Transportation and Energy Services Inc. Notes to the Condensed Consolidated Interim Financial Statements (Dollar amounts are Canadian dollars, all amounts, except per share amounts, are in thousands unless otherwise specified) Three months ended March 31, 2017 and 2016 disposal of assets, stock based compensation, fees and expenses on settlement of debt and losses on extinguishment of debt, acquisition earn out adjustments, and gain or loss on business combination. 5. Loss Per Share a) Basic and Diluted Loss Per Share Basic and diluted Three months ended March 31, Net loss $ (3,412) $ (10,293) Weighted average number of common shares outstanding 35,167 19,079 Basic loss per share $ (0.10) $ (0.54) The weighted average number of common shares outstanding is calculated as follows: Three months ended March 31, Issued common shares at January 1 19,080 19,079 Weighed average shares issued in the quarter (note 8) 16,087 - Weighted average number of common shares at March 31 35,167 19,079 As at March 31, 2017 and 2016, all options and instruments were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive. 6. Changes in Non-Cash Balances Relating to Operations Three months ended March Trade and other receivables $ (5,554) $ 4,060 Prepaid expenses 801 1,135 Trade and other payables 8,861 (2,923) Impact of foreign exchange (5) (22) $ 4,103 $ 2, Loans and Borrowings On January 12, 2017, the Company entered into a new facility agreement with its banking syndicate. The Company extended its asset based operating facility ( New Facility ) to May 31, The maximum amount of the New Facility is $92,500 which consists of a committed facility of $77,500 and an acquisition line accordion of $15,000. On January 12, 2017, Werklund Capital Corporation and Werklund Ventures Ltd. (collectively WCC ), both related parties as WCC is controlled by the Company s Chairman of the Board, has agreed under the New Facility to provide Aveda s banking syndicate (the Syndicate ) with a $5,000 standby debt facility (the Standby Facility ) that can be called upon at the sole discretion of the Syndicate in the event of a default under the New Facility. 8

9 Aveda Transportation and Energy Services Inc. Notes to the Condensed Consolidated Interim Financial Statements (Dollar amounts are Canadian dollars, all amounts, except per share amounts, are in thousands unless otherwise specified) Three months ended March 31, 2017 and 2016 As at March 31, 2017, the Company had utilized $33,703 (December 31, $57,327) of its revolving credit facility resulting in Undrawn Availability (as defined in the facility agreement) on this facility of $33,954 (December 31, $35,514). 8. Share Capital On February 22, 2017, the Company issued a total of 38,101 Common Shares, at a price of $0.60 per share, for aggregate gross proceeds of $22,860 (net proceeds of approximately $20,964). 9. Warrants As part of the equity placement in Note 8, the Company issued compensation options on February 22, 2017, totaling 911,089 units with a strike price of $0.66 per share expiring on August 22, These compensation options are convertible into the common shares of the Company. The fair value of the warrants is estimated at the grant date using the Black-Scholes option-pricing model. Expected volatility is estimated by peer comparison. The inputs used in the measurement of the fair values at grant date for the employee stock options are based upon the following assumptions: 3 months ended March Risk-free interest rate 0.75% Average forfeiture rate 0% Average expected life 18 months Maximum life 18 months Average vesting period 18 months Expected dividend nil Expected share price volatility 45% 9