TSE:HWO High Arctic Energy Services Q1 2023 Earnings Report C$0.84 +0.04 (+5.00%) As of 04/25/2025 03:35 PM Eastern Earnings History High Arctic Energy Services EPS ResultsActual EPS-C$0.01Consensus EPS N/ABeat/MissN/AOne Year Ago EPSN/AHigh Arctic Energy Services Revenue ResultsActual Revenue$9.53 millionExpected RevenueN/ABeat/MissN/AYoY Revenue GrowthN/AHigh Arctic Energy Services Announcement DetailsQuarterQ1 2023Date5/11/2023TimeN/AConference Call DateFriday, May 12, 2023Conference Call Time4:00PM ETConference Call ResourcesConference Call AudioConference Call TranscriptInterim ReportEarnings HistoryCompany ProfilePowered by High Arctic Energy Services Q1 2023 Earnings Call TranscriptProvided by QuartrMay 12, 2023 ShareLink copied to clipboard.There are 10 speakers on the call. Operator00:00:00Good afternoon, ladies and gentlemen, and welcome to the High Arctic Energy Services 2023 Q1 Results Conference Call. I would now like to turn the meeting over to High Arctic's Chief Executive Officer, Mike McGuire. Please go ahead, Mr. McGuire. Speaker 100:00:19Thank you, Paul, and good afternoon to everyone. Welcome to HyOptics' Q1 conference call. Today, I will be providing an update on the press release we issued yesterday, May 11. Following my remarks, I will hand the call over to our Chief I will now turn the call over to Lance Mierendorf. Lance will be discussing our financial performance for the Q1 of 2023. Speaker 100:00:43As usual, after our formal comments, we will open the call to answer any questions that you may have. Before we begin though, I'd like to remind you that certain information presented today may include forward looking statements. Such Statements reflect HyArctic's current expectations, estimates, projections and assumptions. These forward looking statements are not guarantees of future performance and they are subject to certain risks, which could cause actual performance Please take a look at our management's discussion and analysis and the 2022 annual information form, both of which Following the collection last quarter of the final $28,000,000 payment and High Arctic placed at a strategic crossroads. Having liquidated our underperforming well servicing business, The company remains focused on the positive opportunities in Papua New Guinea. Speaker 100:02:08Reinvestment in Canada remains competitive in our area of expertise And we believe that further Canadian service sector consolidation is needed to balance supply with customer demand over the business cycle. Yesterday, the corporation announced an intention to make a $38,200,000 cash return of capital to shareholders and an intention to reorganize the legal entity structure. The recommendation to reorganize is expected to include the following elements. 1, a spin off of the international business to shareholders as a private company. 2, maintaining the Canadian publicly listed company Focused on growing the Canadian business and utilizing the available $130,000,000 non capital tax loss carry forwards And 3, rightsizing the general and administrative infrastructure to align with the new corporate Turning to operations, during the Q1, Rig 103 was placed onto the contract operational rate and commenced drilling operations during March. Speaker 100:03:43Drilling of the first well has now been completed And we are moving to the next location. My Arctic anticipates Rig 103 will operate consistently through the term of the contract, which runs through to July 2025. As well as the return to full drilling operations with Rig 103, We have steadily increased deployment of rental assets month on month through the quarter. While the deferral of other projects pushed The redeployment of rig 115 out from this year, there is a growing catalog of projects under discussion for potential rig deployment in 2024 and beyond. Our optimism for the future drilling in PNG Is underpinned by the advancement of the Total Energy's led Papua LNG project, which announced last week up State owned Kumul Petroleum is advancing appraisal of other gas discoveries in PNG and have recently stated their desire to contribute to growing domestic energy needs and additional LNG export processing facilities. Speaker 100:05:23These LNG projects and other large scale mining and infrastructure projects moving through the pipeline will require tens of thousands of new workers and more skilled and supervisory personnel that do not exist in P and G today. Through PIMS, P&G Industry Manpower Solutions, we have added the provision of recognized safety training, Competency verification and equipment licensing services. We have long provided these training and competency solutions in house. Hinz also taps into our large pool of talent to provide manpower, skilled and semi skilled labor, Trades qualified personnel and professionals in P&G. We are excited to be playing a significant role in preparing PNG citizens to be job ready. Speaker 100:06:18In Canada, our operations were marginally impacted by severe cold weather events, However, delivered a result consistent with our expectations. Our pressure control focused rentals fielding inquiries from an increasingly broad range of customers and we took optimistic decision to invest in additional blowout preventers to augment our rental offerings. Team Snubbing is Canada's largest snubbing provider and we have a 42% They have almost tripled their active Canadian snubbing activity since the transaction with High Arctic last July. Pricing, team has a 50% interest in an international partnership marketed under the name Team Snubbing International. This partnership commenced their first services this week under a contract to a large U. Speaker 100:07:26S. Independent in Alaska, where 2 snubbing units have now been domiciled. I would now like to pass the call over to Lance to discuss key financial highlights from the quarter in more detail. Speaker 200:07:41Good afternoon to those During the Q1, High Arctic mobilized a significant amount of equipment and personnel to support this Oilfield Service operating margins were higher in Q1 2020 18.5 percent in Q1 of 2022. The increase is primarily related to the Corporation's shift to higher margin Businesses in Canada after the sales transactions in Q3 2022, as well as the G and A costs were $2,100,000 in Q1, lower than the 2.4 21.7 percent of revenue, which we expect will decrease and trend lower as we move throughout 2023 as higher revenues are Adjusted EBITDA was $1,300,000 in Q1 or 10 high Arctic during the quarter, of course, was our drilling segment. Drilling services activity accounted for $6,300,000 of compared to $9,600,000 in Q1 of 2022 when RIG115 was out of the way. Q1, 'twenty three, Operating margins were 19% in line with the 21.9 percent. Our Ancillary Services Segment spreads across both P and G and Canada continues to be our highest margin operating margin generator. Speaker 200:10:34We operating margin on $3,200,000 revenues in Q1 compared to 63% margin or on $4,700,000 of revenue in Q1 of 2022. It expects that Q1 margins and the activity levels that delivered We expect to continue with modest capital spending in 2020, mostly directed at maintaining and growing our rental fleet We ended the quarter with $46,700,000 of Interest income partially funded our monthly $0.05 a share dividend, while we evaluate the best use of the excess funds Following receipt of the $28,000,000 final payment, cash payment for the Concorde well servicing sale that took place in January. Working capital position remained Speaker 100:12:09Thank you, Lance. I'm excited about the reorganization of the corporation, starting with the tax Efficient return of cash to shareholders. The proposed spin off of the Papua New Guinean business will allow senior management to concentrate where we have had the most success in the past. The remaining publicly listed company with Canadian assets and tax creates an attractive vehicle for future growth and transactions. Our P and G business has been consistently undervalued by the public market and we believe that the current market conditions make it appropriate to take steps to unlock value. Speaker 100:12:47We intend to put the recommendation to shareholder vote before the end of September. I believe our customers and employees in both P&G and Canada We'll appreciate and benefit from a locally managed business. I'll now turn the conference back over to Paul, the operator, we will open the line for questions. Operator00:13:11Thank you. Yes, we will now take questions from the telephone lines. Please clearly state your name to register your question. We now have a first question. And the first question is from Joseph Schachter. Operator00:14:06Please go ahead. Your line is open. Speaker 300:14:08Thank you very much. Thanks, Mike and Lance, for taking my questions. Am I to assume that if this is approved at the shareholder meeting in September, That we're going to be getting, number 1, a very significant dividend, dollars 0.78 with interest, it may be more. And then are we going to get 2 pieces of public paper listed on Canadian exchanges or will the Papua New Guinea company no longer be listed in Canada? Speaker 100:14:40Thanks, Joseph. Glad to take your questions. I can confirm that In September, our intent will be to put to vote the return of Capital and the spin off of the P and G business or more specifically our international business, Which is focused on P and G. The manner of that is not finalized at this time. We are working through the most Tax efficient and appropriate mechanism to deliver upon it and once we have concluded those investigations And prepared the documentation, we will issue them to shareholders so that they can contemplate those ahead of the vote. Speaker 300:15:31Just adding to it, if you're still looking at options, are you looking at Keeping of having, let's say, a venture relationship for the Papua New Guinea as well as an Aussie public listing And does Papua New Guinea have a stock exchange as well? Speaker 100:15:51Good questions. I'm going to answer them in reverse order. Papua New Guinea does have a stock exchange. It's the POMSOX, POMSOX, Port Moresby Stock Exchange. At this time, we do not we have any intention of listing any entity On any other stock exchange. Speaker 300:16:13Okay, good. Now, if the upside that we We're all optimistic about 4 P and G occurs. Will you need to have a certain amount of capital in the spin off company Of some magnitude to provide for upgrading of equipment, paying bills, While there's a ramp up in putting more equipment to work? Speaker 100:16:41Really good question. The our anticipation of return to work in Papua New Guinea continues to be slow We're anticipating that we'll operate this year with Rig 103, but we're not anticipating returning any additional rigs to work During 2023. In 2024, we're optimistic about the return to work of 1 or possibly more rigs in Papua The rigs that we are contemplating that may be called to return to service have been maintained in very good condition While they've been idle and we do not anticipate any substantive refurbishment costs to return them to service. That said, those projects may require specific upgrades or modifications to suit customer Program intentions, drilling program intentions and it would be our intention to align our Pricing to recoup any such modification cost at the time of mobilization. This should mean that we do not need to retain a substantive amount of access to capital to return the rigs to work. Speaker 100:18:01However, we continue to explore our options for access to capital, both sources of capital and debt To ensure that the company will have an adequate line of to liquidity. Speaker 300:18:19Okay. Well, I look forward to seeing the documents when it comes out and hopefully Canadians will be able to participate on a Canadian exchange in the Growth potential of the P and G in the years ahead. That's it for me. Thanks very much, Mike. Speaker 100:18:34Thanks for your comments and questions, Joseph. Operator00:18:39Thank you. The next question is from Speaker 400:18:42Franco Jankovic. Operator00:18:44Please go ahead. Your line is open. Speaker 400:18:47Good afternoon, gentlemen. I think Joseph kind of asked some of the stuff I was going to Oscar Ram, but I'm I was sort of assuming this being a private company that there wouldn't be a listing. But I was curious if you were aware Speaker 500:19:06of whether there was any possible Speaker 400:19:08liquidity avenues Available like I know in Canada, we used to have an over the counter listing where companies didn't have the full Public status, but some of these things could still be traded and not there. Speaker 100:19:27Thank you, Franco. Appreciate your question. At this point in time, we have not got we're not able to provide any guidance on how we may Arrive at and the spin off or possible avenues of liquidity. We may however have Further information that we can include in the shareholder circular that will be distributed once we are ready to call for a vote. Speaker 400:19:54Okay. And then, I guess, my other question was the international operations, which sort of looks like the old high Arctic to me, Which was a good cash flow machine and dividends to shareholders. Could you see that sort of Intent with the company there that even if it's private, it's sort of a income generating Vehicle for investors? Speaker 100:20:24I think, Franco, the thing that I can do to try to address that question To reflect on the performance of the Papua New Guinean operation back in the years through say 2010 to 2017, 2018, where it can generate a substantial amount of free cash flow and that free cash flow Essentially, financed our share buybacks and dividends in Canada. I would anticipate that If we are able to realize the level of activity that we've seen in the past, which we do expect, Management does expect in the latter years of this decade that as these projects move forward, we expect that we could be as busy as Busier than we've ever been before and under such circumstances, I'd expect that shareholders could expect A reasonable return on their investment. Speaker 600:21:23Okay. Speaker 400:21:25Great. Thanks very much. I think that's all for me and good luck going forward. Thanks. Speaker 100:21:30Thank you, Branko, and to you too. Operator00:21:34Thank you. The next question is from Speaker 500:21:39Dave Plumb. Operator00:21:40Please go ahead. Your line is open. Speaker 500:21:43I think Franco just sort of asked my question. I'm not that Sophisticated investor, but if I end up with shares in a private company based on Papua New Guinea, Speaker 400:21:57How do I get rid Speaker 500:21:58of them if I don't want them? Speaker 100:22:03Yes, it's a very straightforward question you've asked there Dave. And at the moment, I cannot give you a direct answer to that question. If there is a buyer and there is a seller, a transaction can be made. As far as an intermediary to potentially facilitate such transaction, That is something I'm not able to answer at this time. Speaker 500:22:24Okay. And then we'll move on to that to a couple of other questions. Yesterday at the annual meeting, you mentioned 8 or 9 large bore wells being drilled. What would be the revenue from each one of those wells? Speaker 100:22:43That would be speculating, I guess. My answer to that question is that I haven't speculated on that internally, let alone to speculate on it Certainly. But I can inform you that the time taken to drill the wells at hides, Which we expect to be the Antelope Wells will be designed in a similar manner, took on average between 60 5 to 100 days. And if you look at our drilling services Reporting, you can probably make some form of estimate then of what that might look at as total revenue. Speaker 500:23:25Okay. And I think I have another question, but I can't remember it at the moment. So I'll pass the line over to somebody else. Speaker 100:23:35I'm sure that Paul will Speaker 700:23:36be happy to return to Speaker 100:23:37you if you think of your question again, Dave. Speaker 500:23:39Yes. Thank you. Operator00:23:42Yes, no problem at all. Thank you very much. Great. So we'll get to the next question. The next question is Speaker 600:23:51from Asensra, Private Investor. Operator00:23:53Please go ahead. Your line is open. Speaker 600:23:58Hi, guys. My question the first question is will current dividend remain in place? Speaker 100:24:06The current dividend, we've not made any decision to cancel that at this point in time. So I would say our expectation is current dividend will continue Until such time as the directors deem it, it is not appropriate to continue. That might be something that they contemplate when issuing The information memorandum to shareholders for the purpose of vote. Speaker 600:24:29Okay. And with regard to the Cyrus plan, Because I'm not sure if there's any board members available, but otherwise maybe you can answer or maybe one of them. As it goes private, Would I plan to buy as much of the PNG shares as possible or would I want to uphold their 45%? Speaker 100:24:49There are no directors here with us at the moment. And I'm At this time, unable to comment as to the intentions of any particular directors or shareholders. However, That may be revealed as part of the documentation issued when Calling for the special meeting to have a vote on the intention to proceed. Speaker 600:25:16Okay. Maybe you can answer the technical question then. Is there a maximum Percentage threshold size can buy shares on the open market before they need to make an offer. Speaker 100:25:27Before they need to make an offer? Sorry. Speaker 600:25:30An offer, yes, is that a percentage? Yes, exactly. I'll elaborate on it. Well, basically, they're now only 45%. Let's say, they keep buying. Speaker 600:25:42Is there a certain threshold that they can pass before they need to make an offer to everyone? Speaker 100:25:49Right, for compulsory acquisition? Speaker 600:25:52Jackie? Speaker 100:25:55I'm going to hand over to Lance, because I don't know the answer to that. Speaker 200:25:58Well, if I just take a step back, Our largest shareholder has had its ownership percentage retained or maintained for a significant period of time and they're not Right now, changing that ownership structure. So they're not participating. If anything, it's left up to the company participate as with an NCIB that we have that even with our repurchases, it Not result in them being over 50%. Over 50% is a threshold which will require them It's a step change in the investment in a public company. So it will require them, it will be a change control of High Arctic. Speaker 200:26:44So that is certainly not contemplated, hasn't been contemplated or discussed at all in the past. So I don't see That being a trigger between now and when we put forth this information to shareholders That relates to this transaction we're talking about. Speaker 600:27:02Okay. And if we can stay with you then, Lance. If you look at the current quarter, it's about €8,000,000 for PNG. This is with the rig only starting end of the quarter. So what would be an average quarter Compared to the $8,000,000 with the rig running full time in the quarter. Speaker 200:27:22Yes, I think you're right, it started at The latter part, we were building it up building up activity in PNG leading up to that commencement of full drilling operations. So there is Revenue generated throughout the Q1 related to Rig 103. I could see that stepping up at full activity. You're going to be upwards of US dollars, I think, dollars 10,000,000 top line revenue for a quarter. So I anticipate our revenue to be up between 13 $15,000,000 up from its what's now $9,500,000 consolidated revenue, We could be up to $14,500,000 of revenue, Canadian dollars consolidated for quarters going forward. Speaker 600:28:07Okay. That makes sense. And then the last question because I don't always I'm Dutch and I don't always get the circulars. So with regard to international people And with everything going on and ultimately the transfer of, let's say, the private company, how will that work? Or will you come back to that? Speaker 100:28:27So Art, Mike here. I'm in the same boat as you. I'm not Dutch, I'm Australian. And so I'm not really well. Speaker 600:28:36You got a long time, that's good, right, Mike? Speaker 100:28:39Yes, yes. Some of my best friends are people of Dutch descent. So yes, I'm in the same boat as you and I'd be keen to ensure that all of our international shareholders Have adequate time to receive the documentation to participate in the voting. Speaker 600:28:57Okay. Okay. Well, that's clear. Thank you for all your Speaker 100:29:01answers. Thanks, Aart. Appreciate your questions. Speaker 600:29:05Take care. Speaker 100:29:07You too. Operator00:29:09Thank If you have a question. The next question is from Speaker 700:29:21Dave Reed, Retail Investor. Operator00:29:23Please go ahead. Your line is open. Speaker 700:29:26Hi, guys, and thanks for giving us the time for the call. I think this was touched on a little bit earlier. It sounds like there's a lot of elements to this that aren't fully defined, but You must have some color from Cerus in terms of what their long term plan is. Are they hoping to make an offer to take out The minority shareholders or what is sort of the plan as we go towards? I do know you need to flesh out the details, but what's sort of the superstructure Speaker 100:30:07Yes, thanks Dave. Thanks for the question. I'm unable to answer on behalf of Cyrus on what their intentions Maybe and they've not indicated to me or to the Board of any intent to take out minority shareholders in any discussions we've had Related to the announcement from yesterday or in any other manner. But they are not controlled by So they will like all shareholders I believe make their own decision with regards to their voting intentions when we table the resolution To shareholders. What I would say just historically Cyrus has been a shareholder of ours for over a decade And Cyrus has twice participated in capital raisings in that period as well. Speaker 100:30:56They've been a long term supporter of Hyattic And they've had directors on our board for many years. I find working with the Cyrus directors to be Rewarding and also informative, but certainly I don't know what their voting intentions would be. Speaker 700:31:14No, I'm not surprised, but I had to ask the question nonetheless. Well, yes, I anticipated your response. In any event, just to get some sort of color and it was good to hear that they were Long term investors that was actually my next question. So let me ask in the numerous Buybacks that we've done over the last 4 or 5 well, certainly not in the last 2 years, but say in the previous 5 years, Did they tender in line or did they stick and slowly see their percentage rise? Speaker 100:31:56Yes, I cannot recall Cyrus Actively participating in selling their holding in NCIB in recent years, Albeit in recent years, we have not done a substantive amount of buybacks with the NCIB. We have been active. We have issued instruction. The Board of Directors do consider that instruction when they meet and we have adjusted our instructions to our bankers from time to time Based on the Board's view of value for the corporation. But yes, I'll just come back to the really part of the answer. Speaker 100:32:36I can't recall them participating. Their holding has slowly ticked up, not in a meaningful amount, But that bill so is due to the fact that we haven't bought back a meaningful amount of shares either. Speaker 400:32:48Sure. Well, Speaker 700:32:52I guess the elephant in the room and I'll go ahead and say it. We've shareholders have held out over the last 3 years because we know fundamentally that this is a sound business, particularly with respect to PNG. I mean, one only needs to look at The gross margin differential on a dollar of revenue and here we are going into, in your own words, a fairly substantial uptick in revenue over the next couple of years, Assured. The only thing not sure is how many rigs get activated in 2024. It appears Exceptionally opportunistic. Speaker 700:33:28And while I don't expect you to provide any kind of response to this because you're in a delicate position, I want it Clearly stated for the record and I'm sure Cirrus is listening that there is Definitely a view that this is exceptionally opportunistic. So I'm going to be looking very closely at what I'm provided And making decisions from that point forward. Just putting that out there in the most respectful way possible, Mike. Speaker 100:34:00Thanks for your comments, Dave. Speaker 700:34:03Fair enough. That's my comments. Operator00:34:09Thank you. The next question is from Dave Plumb. Please go ahead. Your line is open. Speaker 500:34:17Okay. I remember my question. You announced the distribution of $38,200,000 in cash, right? And the market reaction basically is about $9,000,000 Do you have a reaction to that? Speaker 100:34:32Well, I'm pleased to see that there's a lot of Buying in our shares, a lot of appetite for buying our shares today. Over the past few weeks, there had been an investor and we don't know who they are, who has Been selling into the market and did see the price push down substantively, pleased to see the price returning back to I think there's still movement that could be more movement there, but pleased to see the price moving back in the right direction. Part of the reason that we articulated our position here is that having looked at Opportunities to deploy this cash to grow the business and to improve returns for shareholders and not coming Not being able to get to the finish line on something that made sense, we thought it was appropriate that we point out to the market that we're not going to just sit on it And in doing so, make it very clear that there's a lot of value in our business that hasn't been unlocked when you look at the Can I say that I hope that shareholders who are on the call today who were not in the blackout I did get the opportunity to take advantage of buying into high Arctic stock at very attractive prices through that period? Speaker 100:35:52But I do know that today the volumes are somewhere in the realm of 160,000 shares turning over and even in the selling period there that were averaging only around 35,000 shares per day and prior to that seller getting into the market and disposing of their shares, we were averaging around 15,000 shares And trading between about $1.40 $1.55 I think there's still room day for that price to appreciate given the announcement we've made as Investors look at what we've put out into the public domain and do their own calculations on value of the components of high Arctic And I'm hoping that pretty soon that I'll be able to get back in and buy some as we exit blackout here this week. Speaker 500:36:38Well, people would be watching you on that and I just hope it's a typical small cap lag on news. Speaker 100:36:53Thank you. Any other questions, Dave? Speaker 500:36:55No, I'm done. Thank you. Have a good weekend. Speaker 800:36:57All Speaker 100:36:57right. Thank you, Dave. Operator00:36:58You too. Thank you. Sorry, the next question is from Luke. Please go ahead. Your line is open. Speaker 900:37:08Yes. Hi, guys. Can you hear me okay? Speaker 100:37:10Yes. Hearing you loud and clear, Luke. Speaker 900:37:12Perfect. Yes. Just I want to say congrats on the announcement. And obviously, you guys have been thinking long and hard about what to do with the capital. My question, I guess, is regarding I'm not a lawyer and I don't pretend to be 1, but just was wondering from a governance standpoint how HyArctic will kind of review this, whether you'll set up kind of an independent committee, whether there's a requirement for a fairness opinion. Speaker 900:37:43And I'll apologize in advance. I joined the call about 10 minutes late. So if you've addressed this, Just say Speaker 500:37:51so. Speaker 100:37:53No, good questions, Luke. And full disclosure, I'm not a lawyer and neither is Lance as well. We will be getting a valuation done on the Papua New Guinean business and we'll be disclosing that Part of the information memorandum when it gets distributed. As far as whether an independent committee on the Board or a It's going to be dependent upon the mechanism or mechanisms that are finally arrived on once we complete our full review here of the most Tax efficient and effective way of completing this transaction for the benefit of shareholders. The other thing I'd just like to add is It would be our intention that all shareholders are treated equally. Speaker 900:38:47Yes. Thanks. And just an unrelated, but follow-up question on, Let's call it the Canadian or North American operations in recognition that there's some substantial residual tax losses. What kind of has to happen in order for you guys to be able to realize on that as a Very real asset on the balance sheet. Speaker 100:39:15Yes, excellent question and something that we have been Doing a bit of research on and bearing in mind again, I'm not a lawyer and things too. So this is not legal advice, but My understanding here is that there are a few rules that we will need to stay on side with to ensure that we don't damage That availability of those tax losses, capital and operating tax losses. The 2 of them that stick immediately in my mind are that we need to maintain an essentially similar business, So that we can utilize those tax losses and there can't be an acquired change of control. And so we'll be keen to make sure we stay on side with those as we detail in our business plans. Speaker 900:40:11That's great. Thank you so much. I don't have any other questions, but just appreciate what you guys are doing and going through This transaction whatever follows in the future. Speaker 100:40:22Thanks for those kind words, Luke. Have a good weekend. Operator00:40:28Thank you. The next question is from Murray. Please go ahead. Your line is open. Speaker 800:40:37Hey, Mike. And I think you answered the question. 1 of the gentlemen earlier, I think it was Dave, was Saying this transaction could be seen as very opportunistic for Cyrus. And I don't Understand the thought process that because in your comment and then you answered it, I'm just going to talk about it for a second. You said that all shareholders would be treated equally. Speaker 800:41:05So just thinking out loud here, I create SpinCo. SpinCo goes into PrivateCo. I as a shareholder get my pro rata shares of PrivateCo. Cyrus gets their pro rata shares of private co, I. E. Speaker 800:41:2345 So unless I'm missing something and I guess educating me if I am, private So as you anticipated today and I know you have to flush a bunch of things out, I would end up owning whatever my number is, 100,000 shares or whatever the number ends up being in private co representing the same percentage I own today In PublicCo and Cyrus would also own 45% of PrivateCo on that transaction. There's no not going through a process where Cyrus can come in and acquire 100% of the company. Each shareholder collectively Oh, it's the same percentage post transaction. Am I correct in my understanding? Speaker 100:42:15Yes, Murray, as you said, we still work through some of the finer details, but in essence, yes, what you've outlined is in line with What we're contemplating. We don't we're not contemplating putting something out there that would see 1 shareholder Have the ability to have preferential treatment over another. Speaker 800:42:39Right. Okay. That was my understanding as well. And as I understand this transaction, there's really 3 components to it. There's cash, Everybody gets their pro rata share of the cash. Speaker 800:42:55There's a public company listing, Which has $130,000,000 in tax pools, not capital tax pools in it. And to your point, The answer there is you cannot trigger an acquisition of control, which is different than a change in That can be a change of control. You just can't have an acquisition of control. And if you don't, you don't necessarily have to have The same line of business. If you trigger an acquisition of control, it streams those tax pools So that they can only be used in the same type of business. Speaker 800:43:35I know it's a nuance, but that is how CRA is going to look at it. So the 3 components again are cash, we all get pro rata, a ownership in an entity which Maybe still listed on the TSX Senior Board, the Venture Exchange may have Requirements in there that say you don't meet certain thresholds, so you get pushed from the senior to the junior board, but again that will be in the details. And the 3rd component is a piece of P&G Co. So again, everybody, every shareholder Owns the same thing today or after the transaction as they do currently, It's just in different buckets. Is that is my understanding correct on that? Speaker 100:44:29Thanks, Murray. I'll address I think the two points there. So yes, thank you for clarifying on the acquisition of Control and the use of Forward use of the non capital tax loss carry forwards. And on that second point, I agree that is a reasonable read of what we have announced is that essentially every shareholder We'll have what they have today, but it will be in the form of cash, listed Public Co and shares in private PNG Speaker 800:45:12code. Okay. Thank you. No further questions. Speaker 100:45:16Thank you, Murray. Operator00:45:20Thank you. There are no further questions At this time, I will return the call back to Mr. Maguire. Please go ahead. Speaker 100:45:30Based on today's questions, Both the number of them and the number of people asking them and the number of people who are on the call, I can getting a lot of understanding there's Tremendous amount of interest in what we've announced, interest both from those who analyze and advise in our business and those who are shareholders of it today. I'd like to thank you for participating in today's call and for the questions that you've posed. I look forward to taking this forward and then bringing To shareholders, the information memorandum to enable us to move forward to a vote. Thank you and good week and a good weekend to all. Operator00:46:12Thank you. The conference has now ended. Please disconnect your lines at this time and we thank you for your participation.Read morePowered by Conference Call Audio Live Call not available Earnings Conference CallHigh Arctic Energy Services Q1 202300:00 / 00:00Speed:1x1.25x1.5x2x Earnings DocumentsInterim report High Arctic Energy Services Earnings HeadlinesHigh Arctic Energy Services (TSE:HWO) Shares Pass Below 200-Day Moving Average - What's Next?April 24 at 3:43 AM | americanbankingnews.comThe past three years for High Arctic Energy Services (TSE:HWO) investors has not been profitableMarch 9, 2025 | finance.yahoo.comFrom Social Security to Social Prosperity?In less than a decade, Social Security could be out of money. But a surprising plan from Trump’s inner circle may not just save the system — it could unlock a major opportunity for savvy investors. Financial insider Jim Rickards calls it “Social Prosperity,” and says those who act now could see the biggest gains.April 26, 2025 | Paradigm Press (Ad)Arctic blast to drop temps from northern Rockies to East CoastDecember 31, 2024 | msn.comHigh Arctic Overseas Holding Corp.: High Arctic Overseas Announces 2024 Third Quarter ResultsNovember 30, 2024 | finanznachrichten.deHigh Arctic Energy Services Inc (HWO)November 21, 2024 | uk.investing.comSee More High Arctic Energy Services Headlines Get Earnings Announcements in your inboxWant to stay updated on the latest earnings announcements and upcoming reports for companies like High Arctic Energy Services? Sign up for Earnings360's daily newsletter to receive timely earnings updates on High Arctic Energy Services and other key companies, straight to your email. Email Address About High Arctic Energy ServicesHigh Arctic Energy Services (TSE:HWO)., an oilfield services company, provides oilfield services to exploration and production companies in Canada and Papua New Guinea. The company operates through three segments: Drilling Services, Production Services, and Ancillary Services. It offers drilling services, including provision of drilling personnel; well servicing and snubbing services; and hydraulic workover units. The company also rents oilfield equipment. In addition, it provides nitrogen pumping units; owns and operates two heli-portable drilling rigs in Papua New Guinea; and offers support equipment, such as rig matting, crawler cranes, water pumps, forklifts/wheel loaders, telehandlers, lighting towers, camps, trucks, wash-down packages, vehicles, and drill pipes and BHA. The company was founded in 1993 and is headquartered in Calgary, Canada.View High Arctic Energy Services ProfileRead more More Earnings Resources from MarketBeat Earnings Tools Today's Earnings Tomorrow's Earnings Next Week's Earnings Upcoming Earnings Calls Earnings Newsletter Earnings Call Transcripts Earnings Beats & Misses Corporate Guidance Earnings Screener Earnings By Country U.S. Earnings Reports Canadian Earnings Reports U.K. Earnings Reports Latest Articles Markets Think Robinhood Earnings Could Send the Stock UpIs the Floor in for Lam Research After Bullish Earnings?Market Anticipation Builds: Joby Stock Climbs Ahead of EarningsIs Intuitive Surgical a Buy After Volatile Reaction to Earnings?Seismic Shift at Intel: Massive Layoffs Precede Crucial EarningsRocket Lab Lands New Contract, Builds Momentum Ahead of EarningsAmazon's Earnings Could Fuel a Rapid Breakout Upcoming Earnings Cadence Design Systems (4/28/2025)Welltower (4/28/2025)Waste Management (4/28/2025)AstraZeneca (4/29/2025)Mondelez International (4/29/2025)PayPal (4/29/2025)Starbucks (4/29/2025)DoorDash (4/29/2025)Honeywell International (4/29/2025)Regeneron Pharmaceuticals (4/29/2025) Get 30 Days of MarketBeat All Access for Free Sign up for MarketBeat All Access to gain access to MarketBeat's full suite of research tools. Start Your 30-Day Trial MarketBeat All Access Features Best-in-Class Portfolio Monitoring Get personalized stock ideas. Compare portfolio to indices. Check stock news, ratings, SEC filings, and more. Stock Ideas and Recommendations See daily stock ideas from top analysts. Receive short-term trading ideas from MarketBeat. Identify trending stocks on social media. Advanced Stock Screeners and Research Tools Use our seven stock screeners to find suitable stocks. Stay informed with MarketBeat's real-time news. Export data to Excel for personal analysis. Sign in to your free account to enjoy these benefits In-depth profiles and analysis for 20,000 public companies. Real-time analyst ratings, insider transactions, earnings data, and more. Our daily ratings and market update email newsletter. Sign in to your free account to enjoy all that MarketBeat has to offer. Sign In Create Account Your Email Address: Email Address Required Your Password: Password Required Log In or Sign in with Facebook Sign in with Google Forgot your password? Your Email Address: Please enter your email address. Please enter a valid email address Choose a Password: Please enter your password. Your password must be at least 8 characters long and contain at least 1 number, 1 letter, and 1 special character. Create My Account (Free) or Sign in with Facebook Sign in with Google By creating a free account, you agree to our terms of service. This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.
There are 10 speakers on the call. Operator00:00:00Good afternoon, ladies and gentlemen, and welcome to the High Arctic Energy Services 2023 Q1 Results Conference Call. I would now like to turn the meeting over to High Arctic's Chief Executive Officer, Mike McGuire. Please go ahead, Mr. McGuire. Speaker 100:00:19Thank you, Paul, and good afternoon to everyone. Welcome to HyOptics' Q1 conference call. Today, I will be providing an update on the press release we issued yesterday, May 11. Following my remarks, I will hand the call over to our Chief I will now turn the call over to Lance Mierendorf. Lance will be discussing our financial performance for the Q1 of 2023. Speaker 100:00:43As usual, after our formal comments, we will open the call to answer any questions that you may have. Before we begin though, I'd like to remind you that certain information presented today may include forward looking statements. Such Statements reflect HyArctic's current expectations, estimates, projections and assumptions. These forward looking statements are not guarantees of future performance and they are subject to certain risks, which could cause actual performance Please take a look at our management's discussion and analysis and the 2022 annual information form, both of which Following the collection last quarter of the final $28,000,000 payment and High Arctic placed at a strategic crossroads. Having liquidated our underperforming well servicing business, The company remains focused on the positive opportunities in Papua New Guinea. Speaker 100:02:08Reinvestment in Canada remains competitive in our area of expertise And we believe that further Canadian service sector consolidation is needed to balance supply with customer demand over the business cycle. Yesterday, the corporation announced an intention to make a $38,200,000 cash return of capital to shareholders and an intention to reorganize the legal entity structure. The recommendation to reorganize is expected to include the following elements. 1, a spin off of the international business to shareholders as a private company. 2, maintaining the Canadian publicly listed company Focused on growing the Canadian business and utilizing the available $130,000,000 non capital tax loss carry forwards And 3, rightsizing the general and administrative infrastructure to align with the new corporate Turning to operations, during the Q1, Rig 103 was placed onto the contract operational rate and commenced drilling operations during March. Speaker 100:03:43Drilling of the first well has now been completed And we are moving to the next location. My Arctic anticipates Rig 103 will operate consistently through the term of the contract, which runs through to July 2025. As well as the return to full drilling operations with Rig 103, We have steadily increased deployment of rental assets month on month through the quarter. While the deferral of other projects pushed The redeployment of rig 115 out from this year, there is a growing catalog of projects under discussion for potential rig deployment in 2024 and beyond. Our optimism for the future drilling in PNG Is underpinned by the advancement of the Total Energy's led Papua LNG project, which announced last week up State owned Kumul Petroleum is advancing appraisal of other gas discoveries in PNG and have recently stated their desire to contribute to growing domestic energy needs and additional LNG export processing facilities. Speaker 100:05:23These LNG projects and other large scale mining and infrastructure projects moving through the pipeline will require tens of thousands of new workers and more skilled and supervisory personnel that do not exist in P and G today. Through PIMS, P&G Industry Manpower Solutions, we have added the provision of recognized safety training, Competency verification and equipment licensing services. We have long provided these training and competency solutions in house. Hinz also taps into our large pool of talent to provide manpower, skilled and semi skilled labor, Trades qualified personnel and professionals in P&G. We are excited to be playing a significant role in preparing PNG citizens to be job ready. Speaker 100:06:18In Canada, our operations were marginally impacted by severe cold weather events, However, delivered a result consistent with our expectations. Our pressure control focused rentals fielding inquiries from an increasingly broad range of customers and we took optimistic decision to invest in additional blowout preventers to augment our rental offerings. Team Snubbing is Canada's largest snubbing provider and we have a 42% They have almost tripled their active Canadian snubbing activity since the transaction with High Arctic last July. Pricing, team has a 50% interest in an international partnership marketed under the name Team Snubbing International. This partnership commenced their first services this week under a contract to a large U. Speaker 100:07:26S. Independent in Alaska, where 2 snubbing units have now been domiciled. I would now like to pass the call over to Lance to discuss key financial highlights from the quarter in more detail. Speaker 200:07:41Good afternoon to those During the Q1, High Arctic mobilized a significant amount of equipment and personnel to support this Oilfield Service operating margins were higher in Q1 2020 18.5 percent in Q1 of 2022. The increase is primarily related to the Corporation's shift to higher margin Businesses in Canada after the sales transactions in Q3 2022, as well as the G and A costs were $2,100,000 in Q1, lower than the 2.4 21.7 percent of revenue, which we expect will decrease and trend lower as we move throughout 2023 as higher revenues are Adjusted EBITDA was $1,300,000 in Q1 or 10 high Arctic during the quarter, of course, was our drilling segment. Drilling services activity accounted for $6,300,000 of compared to $9,600,000 in Q1 of 2022 when RIG115 was out of the way. Q1, 'twenty three, Operating margins were 19% in line with the 21.9 percent. Our Ancillary Services Segment spreads across both P and G and Canada continues to be our highest margin operating margin generator. Speaker 200:10:34We operating margin on $3,200,000 revenues in Q1 compared to 63% margin or on $4,700,000 of revenue in Q1 of 2022. It expects that Q1 margins and the activity levels that delivered We expect to continue with modest capital spending in 2020, mostly directed at maintaining and growing our rental fleet We ended the quarter with $46,700,000 of Interest income partially funded our monthly $0.05 a share dividend, while we evaluate the best use of the excess funds Following receipt of the $28,000,000 final payment, cash payment for the Concorde well servicing sale that took place in January. Working capital position remained Speaker 100:12:09Thank you, Lance. I'm excited about the reorganization of the corporation, starting with the tax Efficient return of cash to shareholders. The proposed spin off of the Papua New Guinean business will allow senior management to concentrate where we have had the most success in the past. The remaining publicly listed company with Canadian assets and tax creates an attractive vehicle for future growth and transactions. Our P and G business has been consistently undervalued by the public market and we believe that the current market conditions make it appropriate to take steps to unlock value. Speaker 100:12:47We intend to put the recommendation to shareholder vote before the end of September. I believe our customers and employees in both P&G and Canada We'll appreciate and benefit from a locally managed business. I'll now turn the conference back over to Paul, the operator, we will open the line for questions. Operator00:13:11Thank you. Yes, we will now take questions from the telephone lines. Please clearly state your name to register your question. We now have a first question. And the first question is from Joseph Schachter. Operator00:14:06Please go ahead. Your line is open. Speaker 300:14:08Thank you very much. Thanks, Mike and Lance, for taking my questions. Am I to assume that if this is approved at the shareholder meeting in September, That we're going to be getting, number 1, a very significant dividend, dollars 0.78 with interest, it may be more. And then are we going to get 2 pieces of public paper listed on Canadian exchanges or will the Papua New Guinea company no longer be listed in Canada? Speaker 100:14:40Thanks, Joseph. Glad to take your questions. I can confirm that In September, our intent will be to put to vote the return of Capital and the spin off of the P and G business or more specifically our international business, Which is focused on P and G. The manner of that is not finalized at this time. We are working through the most Tax efficient and appropriate mechanism to deliver upon it and once we have concluded those investigations And prepared the documentation, we will issue them to shareholders so that they can contemplate those ahead of the vote. Speaker 300:15:31Just adding to it, if you're still looking at options, are you looking at Keeping of having, let's say, a venture relationship for the Papua New Guinea as well as an Aussie public listing And does Papua New Guinea have a stock exchange as well? Speaker 100:15:51Good questions. I'm going to answer them in reverse order. Papua New Guinea does have a stock exchange. It's the POMSOX, POMSOX, Port Moresby Stock Exchange. At this time, we do not we have any intention of listing any entity On any other stock exchange. Speaker 300:16:13Okay, good. Now, if the upside that we We're all optimistic about 4 P and G occurs. Will you need to have a certain amount of capital in the spin off company Of some magnitude to provide for upgrading of equipment, paying bills, While there's a ramp up in putting more equipment to work? Speaker 100:16:41Really good question. The our anticipation of return to work in Papua New Guinea continues to be slow We're anticipating that we'll operate this year with Rig 103, but we're not anticipating returning any additional rigs to work During 2023. In 2024, we're optimistic about the return to work of 1 or possibly more rigs in Papua The rigs that we are contemplating that may be called to return to service have been maintained in very good condition While they've been idle and we do not anticipate any substantive refurbishment costs to return them to service. That said, those projects may require specific upgrades or modifications to suit customer Program intentions, drilling program intentions and it would be our intention to align our Pricing to recoup any such modification cost at the time of mobilization. This should mean that we do not need to retain a substantive amount of access to capital to return the rigs to work. Speaker 100:18:01However, we continue to explore our options for access to capital, both sources of capital and debt To ensure that the company will have an adequate line of to liquidity. Speaker 300:18:19Okay. Well, I look forward to seeing the documents when it comes out and hopefully Canadians will be able to participate on a Canadian exchange in the Growth potential of the P and G in the years ahead. That's it for me. Thanks very much, Mike. Speaker 100:18:34Thanks for your comments and questions, Joseph. Operator00:18:39Thank you. The next question is from Speaker 400:18:42Franco Jankovic. Operator00:18:44Please go ahead. Your line is open. Speaker 400:18:47Good afternoon, gentlemen. I think Joseph kind of asked some of the stuff I was going to Oscar Ram, but I'm I was sort of assuming this being a private company that there wouldn't be a listing. But I was curious if you were aware Speaker 500:19:06of whether there was any possible Speaker 400:19:08liquidity avenues Available like I know in Canada, we used to have an over the counter listing where companies didn't have the full Public status, but some of these things could still be traded and not there. Speaker 100:19:27Thank you, Franco. Appreciate your question. At this point in time, we have not got we're not able to provide any guidance on how we may Arrive at and the spin off or possible avenues of liquidity. We may however have Further information that we can include in the shareholder circular that will be distributed once we are ready to call for a vote. Speaker 400:19:54Okay. And then, I guess, my other question was the international operations, which sort of looks like the old high Arctic to me, Which was a good cash flow machine and dividends to shareholders. Could you see that sort of Intent with the company there that even if it's private, it's sort of a income generating Vehicle for investors? Speaker 100:20:24I think, Franco, the thing that I can do to try to address that question To reflect on the performance of the Papua New Guinean operation back in the years through say 2010 to 2017, 2018, where it can generate a substantial amount of free cash flow and that free cash flow Essentially, financed our share buybacks and dividends in Canada. I would anticipate that If we are able to realize the level of activity that we've seen in the past, which we do expect, Management does expect in the latter years of this decade that as these projects move forward, we expect that we could be as busy as Busier than we've ever been before and under such circumstances, I'd expect that shareholders could expect A reasonable return on their investment. Speaker 600:21:23Okay. Speaker 400:21:25Great. Thanks very much. I think that's all for me and good luck going forward. Thanks. Speaker 100:21:30Thank you, Branko, and to you too. Operator00:21:34Thank you. The next question is from Speaker 500:21:39Dave Plumb. Operator00:21:40Please go ahead. Your line is open. Speaker 500:21:43I think Franco just sort of asked my question. I'm not that Sophisticated investor, but if I end up with shares in a private company based on Papua New Guinea, Speaker 400:21:57How do I get rid Speaker 500:21:58of them if I don't want them? Speaker 100:22:03Yes, it's a very straightforward question you've asked there Dave. And at the moment, I cannot give you a direct answer to that question. If there is a buyer and there is a seller, a transaction can be made. As far as an intermediary to potentially facilitate such transaction, That is something I'm not able to answer at this time. Speaker 500:22:24Okay. And then we'll move on to that to a couple of other questions. Yesterday at the annual meeting, you mentioned 8 or 9 large bore wells being drilled. What would be the revenue from each one of those wells? Speaker 100:22:43That would be speculating, I guess. My answer to that question is that I haven't speculated on that internally, let alone to speculate on it Certainly. But I can inform you that the time taken to drill the wells at hides, Which we expect to be the Antelope Wells will be designed in a similar manner, took on average between 60 5 to 100 days. And if you look at our drilling services Reporting, you can probably make some form of estimate then of what that might look at as total revenue. Speaker 500:23:25Okay. And I think I have another question, but I can't remember it at the moment. So I'll pass the line over to somebody else. Speaker 100:23:35I'm sure that Paul will Speaker 700:23:36be happy to return to Speaker 100:23:37you if you think of your question again, Dave. Speaker 500:23:39Yes. Thank you. Operator00:23:42Yes, no problem at all. Thank you very much. Great. So we'll get to the next question. The next question is Speaker 600:23:51from Asensra, Private Investor. Operator00:23:53Please go ahead. Your line is open. Speaker 600:23:58Hi, guys. My question the first question is will current dividend remain in place? Speaker 100:24:06The current dividend, we've not made any decision to cancel that at this point in time. So I would say our expectation is current dividend will continue Until such time as the directors deem it, it is not appropriate to continue. That might be something that they contemplate when issuing The information memorandum to shareholders for the purpose of vote. Speaker 600:24:29Okay. And with regard to the Cyrus plan, Because I'm not sure if there's any board members available, but otherwise maybe you can answer or maybe one of them. As it goes private, Would I plan to buy as much of the PNG shares as possible or would I want to uphold their 45%? Speaker 100:24:49There are no directors here with us at the moment. And I'm At this time, unable to comment as to the intentions of any particular directors or shareholders. However, That may be revealed as part of the documentation issued when Calling for the special meeting to have a vote on the intention to proceed. Speaker 600:25:16Okay. Maybe you can answer the technical question then. Is there a maximum Percentage threshold size can buy shares on the open market before they need to make an offer. Speaker 100:25:27Before they need to make an offer? Sorry. Speaker 600:25:30An offer, yes, is that a percentage? Yes, exactly. I'll elaborate on it. Well, basically, they're now only 45%. Let's say, they keep buying. Speaker 600:25:42Is there a certain threshold that they can pass before they need to make an offer to everyone? Speaker 100:25:49Right, for compulsory acquisition? Speaker 600:25:52Jackie? Speaker 100:25:55I'm going to hand over to Lance, because I don't know the answer to that. Speaker 200:25:58Well, if I just take a step back, Our largest shareholder has had its ownership percentage retained or maintained for a significant period of time and they're not Right now, changing that ownership structure. So they're not participating. If anything, it's left up to the company participate as with an NCIB that we have that even with our repurchases, it Not result in them being over 50%. Over 50% is a threshold which will require them It's a step change in the investment in a public company. So it will require them, it will be a change control of High Arctic. Speaker 200:26:44So that is certainly not contemplated, hasn't been contemplated or discussed at all in the past. So I don't see That being a trigger between now and when we put forth this information to shareholders That relates to this transaction we're talking about. Speaker 600:27:02Okay. And if we can stay with you then, Lance. If you look at the current quarter, it's about €8,000,000 for PNG. This is with the rig only starting end of the quarter. So what would be an average quarter Compared to the $8,000,000 with the rig running full time in the quarter. Speaker 200:27:22Yes, I think you're right, it started at The latter part, we were building it up building up activity in PNG leading up to that commencement of full drilling operations. So there is Revenue generated throughout the Q1 related to Rig 103. I could see that stepping up at full activity. You're going to be upwards of US dollars, I think, dollars 10,000,000 top line revenue for a quarter. So I anticipate our revenue to be up between 13 $15,000,000 up from its what's now $9,500,000 consolidated revenue, We could be up to $14,500,000 of revenue, Canadian dollars consolidated for quarters going forward. Speaker 600:28:07Okay. That makes sense. And then the last question because I don't always I'm Dutch and I don't always get the circulars. So with regard to international people And with everything going on and ultimately the transfer of, let's say, the private company, how will that work? Or will you come back to that? Speaker 100:28:27So Art, Mike here. I'm in the same boat as you. I'm not Dutch, I'm Australian. And so I'm not really well. Speaker 600:28:36You got a long time, that's good, right, Mike? Speaker 100:28:39Yes, yes. Some of my best friends are people of Dutch descent. So yes, I'm in the same boat as you and I'd be keen to ensure that all of our international shareholders Have adequate time to receive the documentation to participate in the voting. Speaker 600:28:57Okay. Okay. Well, that's clear. Thank you for all your Speaker 100:29:01answers. Thanks, Aart. Appreciate your questions. Speaker 600:29:05Take care. Speaker 100:29:07You too. Operator00:29:09Thank If you have a question. The next question is from Speaker 700:29:21Dave Reed, Retail Investor. Operator00:29:23Please go ahead. Your line is open. Speaker 700:29:26Hi, guys, and thanks for giving us the time for the call. I think this was touched on a little bit earlier. It sounds like there's a lot of elements to this that aren't fully defined, but You must have some color from Cerus in terms of what their long term plan is. Are they hoping to make an offer to take out The minority shareholders or what is sort of the plan as we go towards? I do know you need to flesh out the details, but what's sort of the superstructure Speaker 100:30:07Yes, thanks Dave. Thanks for the question. I'm unable to answer on behalf of Cyrus on what their intentions Maybe and they've not indicated to me or to the Board of any intent to take out minority shareholders in any discussions we've had Related to the announcement from yesterday or in any other manner. But they are not controlled by So they will like all shareholders I believe make their own decision with regards to their voting intentions when we table the resolution To shareholders. What I would say just historically Cyrus has been a shareholder of ours for over a decade And Cyrus has twice participated in capital raisings in that period as well. Speaker 100:30:56They've been a long term supporter of Hyattic And they've had directors on our board for many years. I find working with the Cyrus directors to be Rewarding and also informative, but certainly I don't know what their voting intentions would be. Speaker 700:31:14No, I'm not surprised, but I had to ask the question nonetheless. Well, yes, I anticipated your response. In any event, just to get some sort of color and it was good to hear that they were Long term investors that was actually my next question. So let me ask in the numerous Buybacks that we've done over the last 4 or 5 well, certainly not in the last 2 years, but say in the previous 5 years, Did they tender in line or did they stick and slowly see their percentage rise? Speaker 100:31:56Yes, I cannot recall Cyrus Actively participating in selling their holding in NCIB in recent years, Albeit in recent years, we have not done a substantive amount of buybacks with the NCIB. We have been active. We have issued instruction. The Board of Directors do consider that instruction when they meet and we have adjusted our instructions to our bankers from time to time Based on the Board's view of value for the corporation. But yes, I'll just come back to the really part of the answer. Speaker 100:32:36I can't recall them participating. Their holding has slowly ticked up, not in a meaningful amount, But that bill so is due to the fact that we haven't bought back a meaningful amount of shares either. Speaker 400:32:48Sure. Well, Speaker 700:32:52I guess the elephant in the room and I'll go ahead and say it. We've shareholders have held out over the last 3 years because we know fundamentally that this is a sound business, particularly with respect to PNG. I mean, one only needs to look at The gross margin differential on a dollar of revenue and here we are going into, in your own words, a fairly substantial uptick in revenue over the next couple of years, Assured. The only thing not sure is how many rigs get activated in 2024. It appears Exceptionally opportunistic. Speaker 700:33:28And while I don't expect you to provide any kind of response to this because you're in a delicate position, I want it Clearly stated for the record and I'm sure Cirrus is listening that there is Definitely a view that this is exceptionally opportunistic. So I'm going to be looking very closely at what I'm provided And making decisions from that point forward. Just putting that out there in the most respectful way possible, Mike. Speaker 100:34:00Thanks for your comments, Dave. Speaker 700:34:03Fair enough. That's my comments. Operator00:34:09Thank you. The next question is from Dave Plumb. Please go ahead. Your line is open. Speaker 500:34:17Okay. I remember my question. You announced the distribution of $38,200,000 in cash, right? And the market reaction basically is about $9,000,000 Do you have a reaction to that? Speaker 100:34:32Well, I'm pleased to see that there's a lot of Buying in our shares, a lot of appetite for buying our shares today. Over the past few weeks, there had been an investor and we don't know who they are, who has Been selling into the market and did see the price push down substantively, pleased to see the price returning back to I think there's still movement that could be more movement there, but pleased to see the price moving back in the right direction. Part of the reason that we articulated our position here is that having looked at Opportunities to deploy this cash to grow the business and to improve returns for shareholders and not coming Not being able to get to the finish line on something that made sense, we thought it was appropriate that we point out to the market that we're not going to just sit on it And in doing so, make it very clear that there's a lot of value in our business that hasn't been unlocked when you look at the Can I say that I hope that shareholders who are on the call today who were not in the blackout I did get the opportunity to take advantage of buying into high Arctic stock at very attractive prices through that period? Speaker 100:35:52But I do know that today the volumes are somewhere in the realm of 160,000 shares turning over and even in the selling period there that were averaging only around 35,000 shares per day and prior to that seller getting into the market and disposing of their shares, we were averaging around 15,000 shares And trading between about $1.40 $1.55 I think there's still room day for that price to appreciate given the announcement we've made as Investors look at what we've put out into the public domain and do their own calculations on value of the components of high Arctic And I'm hoping that pretty soon that I'll be able to get back in and buy some as we exit blackout here this week. Speaker 500:36:38Well, people would be watching you on that and I just hope it's a typical small cap lag on news. Speaker 100:36:53Thank you. Any other questions, Dave? Speaker 500:36:55No, I'm done. Thank you. Have a good weekend. Speaker 800:36:57All Speaker 100:36:57right. Thank you, Dave. Operator00:36:58You too. Thank you. Sorry, the next question is from Luke. Please go ahead. Your line is open. Speaker 900:37:08Yes. Hi, guys. Can you hear me okay? Speaker 100:37:10Yes. Hearing you loud and clear, Luke. Speaker 900:37:12Perfect. Yes. Just I want to say congrats on the announcement. And obviously, you guys have been thinking long and hard about what to do with the capital. My question, I guess, is regarding I'm not a lawyer and I don't pretend to be 1, but just was wondering from a governance standpoint how HyArctic will kind of review this, whether you'll set up kind of an independent committee, whether there's a requirement for a fairness opinion. Speaker 900:37:43And I'll apologize in advance. I joined the call about 10 minutes late. So if you've addressed this, Just say Speaker 500:37:51so. Speaker 100:37:53No, good questions, Luke. And full disclosure, I'm not a lawyer and neither is Lance as well. We will be getting a valuation done on the Papua New Guinean business and we'll be disclosing that Part of the information memorandum when it gets distributed. As far as whether an independent committee on the Board or a It's going to be dependent upon the mechanism or mechanisms that are finally arrived on once we complete our full review here of the most Tax efficient and effective way of completing this transaction for the benefit of shareholders. The other thing I'd just like to add is It would be our intention that all shareholders are treated equally. Speaker 900:38:47Yes. Thanks. And just an unrelated, but follow-up question on, Let's call it the Canadian or North American operations in recognition that there's some substantial residual tax losses. What kind of has to happen in order for you guys to be able to realize on that as a Very real asset on the balance sheet. Speaker 100:39:15Yes, excellent question and something that we have been Doing a bit of research on and bearing in mind again, I'm not a lawyer and things too. So this is not legal advice, but My understanding here is that there are a few rules that we will need to stay on side with to ensure that we don't damage That availability of those tax losses, capital and operating tax losses. The 2 of them that stick immediately in my mind are that we need to maintain an essentially similar business, So that we can utilize those tax losses and there can't be an acquired change of control. And so we'll be keen to make sure we stay on side with those as we detail in our business plans. Speaker 900:40:11That's great. Thank you so much. I don't have any other questions, but just appreciate what you guys are doing and going through This transaction whatever follows in the future. Speaker 100:40:22Thanks for those kind words, Luke. Have a good weekend. Operator00:40:28Thank you. The next question is from Murray. Please go ahead. Your line is open. Speaker 800:40:37Hey, Mike. And I think you answered the question. 1 of the gentlemen earlier, I think it was Dave, was Saying this transaction could be seen as very opportunistic for Cyrus. And I don't Understand the thought process that because in your comment and then you answered it, I'm just going to talk about it for a second. You said that all shareholders would be treated equally. Speaker 800:41:05So just thinking out loud here, I create SpinCo. SpinCo goes into PrivateCo. I as a shareholder get my pro rata shares of PrivateCo. Cyrus gets their pro rata shares of private co, I. E. Speaker 800:41:2345 So unless I'm missing something and I guess educating me if I am, private So as you anticipated today and I know you have to flush a bunch of things out, I would end up owning whatever my number is, 100,000 shares or whatever the number ends up being in private co representing the same percentage I own today In PublicCo and Cyrus would also own 45% of PrivateCo on that transaction. There's no not going through a process where Cyrus can come in and acquire 100% of the company. Each shareholder collectively Oh, it's the same percentage post transaction. Am I correct in my understanding? Speaker 100:42:15Yes, Murray, as you said, we still work through some of the finer details, but in essence, yes, what you've outlined is in line with What we're contemplating. We don't we're not contemplating putting something out there that would see 1 shareholder Have the ability to have preferential treatment over another. Speaker 800:42:39Right. Okay. That was my understanding as well. And as I understand this transaction, there's really 3 components to it. There's cash, Everybody gets their pro rata share of the cash. Speaker 800:42:55There's a public company listing, Which has $130,000,000 in tax pools, not capital tax pools in it. And to your point, The answer there is you cannot trigger an acquisition of control, which is different than a change in That can be a change of control. You just can't have an acquisition of control. And if you don't, you don't necessarily have to have The same line of business. If you trigger an acquisition of control, it streams those tax pools So that they can only be used in the same type of business. Speaker 800:43:35I know it's a nuance, but that is how CRA is going to look at it. So the 3 components again are cash, we all get pro rata, a ownership in an entity which Maybe still listed on the TSX Senior Board, the Venture Exchange may have Requirements in there that say you don't meet certain thresholds, so you get pushed from the senior to the junior board, but again that will be in the details. And the 3rd component is a piece of P&G Co. So again, everybody, every shareholder Owns the same thing today or after the transaction as they do currently, It's just in different buckets. Is that is my understanding correct on that? Speaker 100:44:29Thanks, Murray. I'll address I think the two points there. So yes, thank you for clarifying on the acquisition of Control and the use of Forward use of the non capital tax loss carry forwards. And on that second point, I agree that is a reasonable read of what we have announced is that essentially every shareholder We'll have what they have today, but it will be in the form of cash, listed Public Co and shares in private PNG Speaker 800:45:12code. Okay. Thank you. No further questions. Speaker 100:45:16Thank you, Murray. Operator00:45:20Thank you. There are no further questions At this time, I will return the call back to Mr. Maguire. Please go ahead. Speaker 100:45:30Based on today's questions, Both the number of them and the number of people asking them and the number of people who are on the call, I can getting a lot of understanding there's Tremendous amount of interest in what we've announced, interest both from those who analyze and advise in our business and those who are shareholders of it today. I'd like to thank you for participating in today's call and for the questions that you've posed. I look forward to taking this forward and then bringing To shareholders, the information memorandum to enable us to move forward to a vote. Thank you and good week and a good weekend to all. Operator00:46:12Thank you. The conference has now ended. Please disconnect your lines at this time and we thank you for your participation.Read morePowered by