Pason Annual Report 2022
Pason Annual Report 2022
Pason Annual Report 2022
COMMUNITY
PLAY
• International offices in Argentina, Australia, Brazil, Colombia, Dubai, Ecuador, Mexico, Peru & Saudi Arabia.
Our people again rose to meet new challenges in 2022. We look to make a difference in the communities
The year began with rapid rates of COVID-19 transmission in which we live and work. By being generous with
as the Omicron variant spread around the globe. While our time, talents, and financial resources, we actively
case counts declined significantly by the end of the contributed to community-building initiatives. Working
first quarter, new challenges were top of mind in the on meaningful community projects also provides
form of the military conflict in Ukraine, high prevailing opportunities for colleagues from across the company
levels of inflation and rapidly increasing interest rates. to spend time together outside of their normal working
Global supply chain shortages required companies, routines. We have highlighted several examples of ways
including Pason, to continually adapt to ensure adequate in which we contribute to our surrounding communities
equipment availability to support operations. within this annual report, as well as in our inaugural
Sustainability Report which was released in 2022.
Managing through these difficulties required the
capabilities and passion of our people. At the same We enjoy spending time together at work, celebrating
time, emerging from the restrictions of the pandemic successes and participating in social activities. Through
allowed us to spend more time together engaging these events which allow us to pursue shared interests
in cultural activities and supporting the community. and socialize, we foster greater collaboration and
Our culture looks to bring out the best in our people at trust, and build meaningful relationships with other
work, in the community and at play. Pasonites. These connections form the foundation
of teamwork and support that enable our people to
We are focused on delivering outstanding results in generate the success we have enjoyed for many years.
the work we do. We continue to strengthen our leading
competitive position around the management of Over the past year, we have witnessed the global
drilling data. Our financial performance was exceptional conversation around responsible energy development
in 2022, as we posted our highest consolidated take a more balanced tone. “Either/or” ways of
Revenue and Adjusted EBITDA since 2014 despite thinking around meeting the world’s energy needs
industry activity remaining well below activity levels in have given way to “both/and” discussions. A transition
that year. We achieved record Revenue per Industry to additional, renewable energy sources will involve
Day in North America, and our International Business a continued, vital role for oil and gas use alongside
Unit generated record gross profit. Advancements increased production of other forms of energy.
we have made in our technology offering supported Increasingly, the conversation is focused on the energy
both higher price realization and greater adoption of trilemma, seeking to ensure a supply of energy that is
products that ensure the seamless delivery of data secure, affordable, and sustainable.
to systems used by customers in their growing use
of automation and analytics. Energy Toolbase saw Our outlook for North American land drilling activity,
increased traction in sales of its intelligent controls for the most significant factor impacting our financial
energy storage systems while maintaining an industry- performance, continues to be positive. Factors
leading position with its economic modelling and impacting global supply and demand for oil and natural
proposal generation platform. gas remain constructive. The US Energy Information
6 Pason Annual Report 2022
Administration (EIA) is calling for increases in global instrumentation, engineering controls and digital
oil demand of 1.5 million barrels per day in 2023 solutions in the oil and gas completions industry, and we
and an additional 1.8 million barrels per day in 2024. are committed to providing additional growth capital
Long-term forecasts for global oil demand continue to meet their rapidly expanding market presence.
to call for growth over the next few decades. While Regulatory conditions and accelerated development
beginning to move higher in recent months, oil and of renewable energy to address energy shortages
petroleum product storage, the inventory of drilled have created tailwinds for increased demand for
but uncompleted wells (DUCs), and US oil production energy storage solutions, providing opportunities for
remain below pre-pandemic levels. Meeting continued Energy Toolbase to deploy additional energy storage
growth in global oil demand against a backdrop of control systems.
tightened sources of supply will require increases
in drilling activity. At the same time, the availability
Jon Faber
March 15, 2023
$335 RECORD
REVENUE $160
MILLION
PER INDUSTRY MILLION
IN REVENUE
DAY ADJUSTED
EBITDA
*Total Cash is defined as total cash and cash equivalents and short-term investments from Pason’s Consolidated Balance Sheets.
OVER RETURNED TO
$550
SHAREHOLDERS
OVER THE PAST
MILLION 10 YEARS
8 Pason Annual Report 2022
REVENUE BY CATEGORY RECORD NORTH AMERICAN REVENUE
PER INDUSTRY DAY IN 2022
5.4%
7.1%
800
5.8% DRILLING DATA
600
COMMUNICATIONS
DRILLING INTELLEGENCE
0
2016 2017 2018 2019 2020 2021 2022
1600
TOTAL PASON
MILLION
R&D SPEND
236
Pason Annual Report 2022 9
1
WORK
Our people drive our success: Pasonites are curious, creative, and challenge the norm.
These qualities allow us to continue creating, building, and supporting drilling data
solutions that revolutionize the energy industry and transform the way our customers work
through Pason’s Technology Deployed Simply.
4
5. Hardware - Pason’s Hardware team values intel-
ligence, quality, and curiosity. The team designs and
integrates a combination of mechanical, electrical, and
embedded software elements, to create and sustain
our wide range of products, which are built to withstand
extended use in harsh rig environments.
5 6
COMMUNITY
At Pason, we encourage our employees to participate and engage in the communities
they live. Whether through company-sponsored or employee-led volunteer initiatives, or
participating in our donation-matching program, Pasonites worldwide can get involved
and support the causes they believe in.
4
tance to conserve and rebuild our forests. Our orga-
nization donates trees on behalf of each employee in
Colombia, and Pasonites can plant the trees with their
families in areas with significant deforestation.
5 6
PLAY
Our second-to-none culture fosters an atmosphere where employees are empowered to
perform to their fullest potential in an open and friendly environment. The fun we have
at work can range from lunch-time fitness activities, company-wide barbecues, a day out
at a Houston Astros’ Game, tapping into our competitive side at the Calgary Corporate
Challenge or celebrating Argentina’s World Cup win.
5 6
CONSOLIDATED FINANCIAL
STATEMENTS & NOTES
Management’s Discussion & Analysis...............17 Historical Financial Review.................................87
Consolidated Financial Statements & Notes.... 44 Corporate Information........................................88
Company Profile
Pason is a leading global provider of specialized data management systems for oil and gas drilling.
Pason’s solutions, which include data acquisition, wellsite reporting, automation, remote communications,
web-based information management, and data analytics enable collaboration between the drilling rig and
the office. Pason services major oil and gas basins with a local presence in the following countries: United
States, Canada, Argentina, Australia, Brazil, Colombia, Dubai, Ecuador, Mexico, Peru and Saudi Arabia.
The Company has an over 40-year track record of distinctive technology and service capabilities offering
end-to-end data management solutions enabling secure access to critical drilling operations information
and decision making in real time.
Through Pason's subsidiary, Energy Toolbase ("ETB"), the Company also provides products and services
for the solar power and energy storage industry. ETB’s solutions enable project developers to model,
control, and monitor economics and performance of solar energy and storage projects.
For a complete description of services provided by the Company, please refer to the headings ‘General
Development of the Business’ and ‘General Description of Business’ in Pason’s Annual Information Form
dated March 16, 2022.
(1) Non-GAAP financial measures are defined under Non-GAAP Financial Measures
(2) Includes additions to property, plant, and equipment and development costs, net of proceeds on disposal from Pason's Consolidated Statements of
Cash Flows
(1) Total Cash is defined as total cash and cash equivalents and short-term investments from Pason's Consolidated Balance Sheets
Pason’s financial results for the three and twelve months ended December 31, 2022, reflect improved
industry conditions, increasing demand for the Company's products and technologies, strong competitive
positioning and operating leverage.
Pason generated $94.4 million in revenue in the fourth quarter of 2022, representing a 50% increase from
the $62.8 million generated in the comparative period of 2021, as drilling activity remained strong across
Pason's operating regions. Revenue per Industry Day in the North American business unit was $890 in
Q4 2022, which represented a new quarterly record level for the Company and an increase of 16% from
the comparative period in 2021. With this increase in revenue, Pason generated $48.9 million in Adjusted
EBITDA, or 51.8% of revenue in the fourth quarter of 2022, compared to $24.2 million in the fourth quarter
of 2021, or 38.5% of revenue. A comparison of fourth quarter results demonstrates the Company's strong
operating leverage through improved industry conditions. Fourth quarter results also benefited from a
stronger average US dollar relative to the Company's Canadian dollar reporting currency.
Pason's balance sheet remains strong, with no interest bearing debt, and $172.4 million in Total Cash as
at December 31, 2022, compared to $158.3 million as at December 31, 2021. Cash flow from operations
in the fourth quarter of 2022 reflects investments made in respect of the 2022 year, including increased
levels of tax installments and annual settlement of the Company's cash settled stock-based compensation
plans. Further, the Company continued to make proactive investments in inventory levels in the fourth
quarter of 2022. Resulting cash from operating activities was $19.9 million in the fourth quarter of 2022
compared to $27.1 million in the fourth quarter of 2021.
Income before income taxes 45,399 13,519 236 139,131 43,663 219
Income tax provision 9,405 3,240 190 33,405 11,738 185
Net income 35,994 10,279 250 105,726 31,925 231
The Company reports on three strategic business units: The North American (Canada and the United
States) and International (Latin America, including Mexico, Offshore, the Eastern Hemisphere, and the
Middle East) business units, all of which offer technology services to the oil and gas industry, and the
Solar and Energy Storage business unit, which provides technology services to solar and energy storage
developers.
Three Months Ended December 31, Twelve Months Ended December 31,
Industry conditions in North America remained strong in the fourth quarter of 2022, with a 34% increase in
industry activity compared to the comparative period in 2021. Further, Pason's Revenue per Industry Day
in the fourth quarter of 2022 of $890 was a new quarterly record level for the Company and a 16%
increase from the comparative 2021 period. Revenue per Industry Day in the current quarter benefited
from improved pricing for the Company's products and technologies, strong product adoption and a strong
US dollar relative to the Canadian dollar. For the sixth consecutive quarter, the North American business
unit outpaced the improvement in industry activity, generating $77.7 million of revenue in the fourth
quarter of 2022, a 54% increase from $50.5 million in the comparative period of 2021.
As certain regions within the North American segment experience fluctuations in activity levels due to
seasonality, Pason expects Revenue per Industry Day to fluctuate with the relative revenue levels
associated within the North American regions.
Rental services and local administration increased 28% in the fourth quarter of 2022 over the 2021
comparative period. The increase in operating costs is attributable to variable expenses incurred to
deploy additional equipment along with increased headcount to meet current activity levels. Inflationary
effects continued to impact rental services in the fourth quarter of 2022 on certain field related expenses,
such as the cost of fuel and supplies.
Depreciation and amortization decreased by 18% in the fourth quarter of 2022 over the 2021 comparative
period. The year over year decrease is primarily due to lower capital expenditures throughout 2020 and
2021 and certain assets becoming fully depreciated in 2022.
Segment gross profit was $51.1 million or 66% of revenue during the fourth quarter of 2022 compared to
$27.8 million of 55% of revenue in the comparative period of 2021, representing the business unit's
significant operating leverage through increased activity levels.
On a year to date basis, revenue of $274.6 million and segment gross profit of $171.0 million represent
significant improvements from the prior year's comparative results and reflect the growing activity
environment seen in 2022 versus 2021, the business unit's ability to generate higher levels of Revenue
per Industry Day, and resulting strong operating leverage.
The International business unit generated $14.4 million of reported revenue in the fourth quarter of 2022,
a 29% increase over the comparative period of 2021. The increase is due to increased industry activity in
the Company's international markets and higher levels of revenue generated per drilling day with
improved pricing and rig mix. The year over year quarterly increase in revenue is partially offset by the
impacts of the Company applying hyperinflation accounting rules to the Company's Argentinian subsidiary
as is required by IFRS and further outlined under the Impact of Hyperinflation heading of this MD&A.
Excluding the impact of hyperinflation accounting entries in each respective period, International business
unit revenue would have been $15.2 million in the fourth quarter of 2022, a 54% increase from $9.8
million in the fourth quarter of 2021.
Rental services and local administration expense was $7.3 million in the fourth quarter of 2022, an
increase of 12% compared to $6.6 million in the comparative period of 2021. As activity levels improve,
the International business unit incurs certain variable costs, including repair costs and growth in field
related headcount, to support the additional deployment of equipment. Similar to the North American
business unit, the International business unit also experienced certain inflationary effects on operating
costs in the fourth quarter of 2022.
Depreciation and amortization increased by 18% in the fourth quarter of 2022 over the 2021 comparative
period. The increase is primarily due to increased capital expenditures and the impacts of hyperinflation
accounting for the Company's Argentinian subsidiary.
For the three months ended December 31, 2022, the resulting segment gross profit was $5.9 million
during the fourth quarter of 2022 compared to $3.6 million in the 2021 comparative period due to the
factors outlined above.
On a year to date basis, revenue of $53.2 million and segment gross profit of $23.6 million represent
significant improvements from the prior year comparative results and reflect the growing activity level
environment seen in 2022 coupled with strong operating leverage.
The Solar and Energy Storage business unit generated $2.3 million in revenue in the fourth quarter of
2022, an increase of 99% from the comparative period in 2021. The increase in revenue is due to
increased sales of the Company's subscription based software licenses along with revenue recognition
associated with the commissioning of control system projects. Quarterly revenue for the Solar and Energy
Storage business unit will continue to fluctuate with the timing of the commissioning of control system
projects.
Operating expenses and local administration were $2.9 million during the fourth quarter of 2022, a 37%
increase from $2.1 million during the comparable period. The increase is primarily due to hardware costs
associated with sold control systems, along with ongoing investments in sales and marketing efforts and
the year-to-date impact of compensation accruals. Segment gross loss was $0.6 million for the fourth
quarter of 2022 compared to a segment gross loss of $0.9 million in the comparable period in 2021.
Year to date, revenue generated by the segment totaled $7.2 million, a 75% increase over the
comparative period in 2021, demonstrating increased sales in both the Company's economic modeling
software platform and control system product offering. Segment gross loss increased from $2.2 million
during the twelve months ended December 31, 2021, to $2.9 million in the 2022 comparative period as
the business unit made investments in future growth.
The Solar and Energy Storage business unit incurred the following research and development costs,
which are included in research and development in the Company's Consolidated Statements of
Operations. Consistent with the Company's other reporting segments, research and development costs
are excluded from the segment gross loss table above.
Three Months Ended December 31, Twelve Months Ended December 31,
Fourth quarter research and development and corporate service expenses increased 15% and 14%,
respectively, from the comparative quarterly period in 2021. Beginning in 2021 and continuing in 2022,
Pason made additional investments in research and development, further improving the Company's ability
to support increasing activity levels and product enhancements. Furthermore, the change in corporate
services and research and development expenses year over year reflects recognition of performance
based elements of the Company's compensation plan.
The change in stock-based compensation expense is attributable to the change in the Company's share
price performance and ongoing vesting of outstanding awards.
Other Income
Three Months Ended December 31, Twelve Months Ended December 31,
In the fourth quarter of 2022, the Company recorded a $5.8 million recovery on the obligation under put
option associated with the purchase of ETB to reflect the change in the fair value of the outstanding
obligation. Refer to the Put Obligation heading of this MD&A for further information.
Net interest (income) expense is primarily comprised of interest generated from the Company's invested
cash and cash equivalents and will fluctuate as available yields fluctuate. During the fourth quarter of
2022, the Company invested $40.4 million of its cash in twelve-month term deposits, locking in interest
rates ranging from 5.16% to 5.55%. Further, the Company's remaining cash and cash equivalents of
$132.1 million as at December 31, 2022 are invested in 1-25 day money market funds earning interest at
an average rate of 4.5%. The year over year increase for both the three and twelve month periods reflects
the increasing interest rate environment along with higher levels of cash invested.
Net monetary gain included in other income results from applying hyperinflation accounting to the
Company's Argentinian subsidiary.
Other expenses (income) for the twelve months ended December 31, 2022 is primarily comprised of
proceeds received on a bankruptcy settlement of a former lessee.
Equity (gain) loss results from the Company using the equity method of accounting to account for its
investments in Intelligent Wellhead Systems Inc. ("IWS") and the Pason Rawabi joint venture and reflects
the current period change in the value of the Company's equity investments.
Equity Investments
As at December 31, 2022, the Company holds $47.8 million on its Consolidated Balance Sheets relating
to the carrying value of investments accounted for using the equity method. This balance is comprised of
investments in Intelligent Wellhead Systems Inc. (IWS) and a 50% interest in Rawabi Pason Company
(Rawabi JV). Rawabi JV is a provider of specialized data management systems for drilling rigs in the
Kingdom of Saudi Arabia. IWS is a privately-owned oil and gas technology and service company that
provides engineered controls, data acquisition and software to automate workflows and processes at live
well operations in the completions segment of the oil and gas industry.
The Company's initial minority investment in IWS was made in 2019, and consisted of consideration of
$25.0 million, with initial cash consideration of $10.0 million and $15.0 million payable in three separate
$5.0 million put options, exercisable at IWS' discretion. The first $5.0 million put option was exercised in
2020, and the second and third were exercised during 2021. Further in 2021, the Company increased its
investment in IWS and acquired a portion of outstanding common shares for total cash consideration of
$7.1 million.
During the fourth quarter of 2022, Pason further increased its non-controlling investment in IWS and
acquired a portion of outstanding common shares for total cash consideration of $7.9 million. Also in the
fourth quarter of 2022, the Company entered into a preferred share subscription agreement with IWS with
an initial subscription of $10.0 million, and up to $15.0 million in additional subscriptions exercisable by
IWS, but subject to the Company's approval. No additional voting rights were granted as part of this
preferred share subscription.
As a result of the aforementioned transactions, total cash outflows associated with the Company's non-
controlling investment in IWS is $17.2 million for the year ended December 31, 2022, consistent with
$17.1 million invested in 2021.
Put Obligation
As at December 31, 2022, the Company holds a $6.5 million obligation under put option on its
Consolidated Balance Sheets (December 31, 2021: $11.5 million). The put obligation is a contractual
obligation whereby the non-controlling shareholders of ETB have a put option to exercise for cash their
20% shareholdings of ETB starting in 2023 with reference to the fair value of ETB shares at the date the
put option can be exercised. This put option gives rise to a financial liability and is calculated at each
annual reporting period using a discounted cash flow model of the estimated future cash flows of the
obligation.
Pason’s quarterly financial results vary quarter to quarter due in part to the seasonality of the oil and gas
industry in the North American business unit, which is somewhat offset by the less seasonal nature of the
International and Solar and Energy Storage business units. The first quarter is generally the strongest
quarter for the North American business unit due to strong activity in Canada, where location access is
best during the winter. The second quarter is typically the slowest due to spring break-up in Canada,
when many areas are not accessible due to ground conditions and, therefore, do not permit the
movement of heavy equipment. Activity generally increases in the third quarter, depending on the year, as
ground conditions have often improved and location access becomes available; however, a rainy summer
can have a significant adverse effect on drilling activity. By the fourth quarter, access to most areas in
Canada becomes available when the ground freezes. Consequently, the performance of the Company
may not be comparable quarter to consecutive quarter, but should be considered on the basis of results
for the whole year, or by comparing results in a quarter with results in the corresponding quarter for the
previous year.
The overall seasonality of the Company’s operations has, and will continue to become less pronounced
as a result of market share growth internationally and in the US, along with increased diversification of
operations with the Company's Solar and Energy Storage business units.
Q4 2022 vs Q3 2022
Consolidated revenue was $94.4 million in the fourth quarter of 2022, a 2% increase compared to
consolidated revenue of $92.5 million in the third quarter of 2022.
Revenue in the North American business unit was $77.7 million in the fourth quarter of 2022 compared to
revenue of $75.2 million in the third quarter of 2022. While drilling activity remained relatively flat quarter
over quarter, the North American business unit increased Revenue per Industry Day sequentially from
$871 in Q3 2022 to $890 in Q4 2022. Revenue per Industry Day in the fourth quarter benefited from a
stronger US dollar relative to the Canadian dollar.
The International business unit reported revenue of $14.4 million in the fourth quarter of 2022, a 9%
decrease compared to $15.8 million in the third quarter of 2022. The decrease in revenue was attributable
(1) Total Cash is defined as total cash and cash equivalents and short-term investments from Pason's Consolidated Balance Sheets
Pason's balance sheet remains strong with no interest bearing debt and as at December 31, 2022,
$172.4 million in Total Cash, and $213.9 million in working capital. During the fourth quarter of 2022, the
Company invested $40.4 million of its cash in twelve-month term deposits, locking in interest rates
ranging from 5.16% to 5.55%. Further, the Company's remaining cash and cash equivalents of $132.1
million as at December 31, 2022 are invested in 1-25 day money market funds earning interest at an
average rate of 4.5%.
Working capital, excluding cash and cash equivalents and short-term investments was $41.5 million as at
December 31, 2022, an increase from $25.8 million as at December 31, 2021. The increase in the year is
primarily driven by investments made in inventory levels to service higher levels of activity, along with
increased accounts receivable reflecting increased revenue levels.
Pason remains focused on disciplined and proactive management of required investments in working
capital. The Company has an undrawn $5.0 million demand revolving credit facility available as at
December 31, 2022, consistent with December 31, 2021.
Leases and other operating contracts relate primarily to minimum future lease payments for facility
leases, commitments associated with ongoing repair costs of the Company's equipment and technology,
and commitments to purchase hardware associated with ETB's control system sales offering. A portion of
these commitments have been recognized on the balance sheet as a leased asset with a corresponding
liability, in accordance with IFRS 16, Leases.
Capital commitments relate to contracts to purchase property, plant and equipment in the normal course
of business.
Impact of Hyperinflation
Due to various qualitative and quantitative factors, Argentina was designated a hyper-inflationary
economy as of the second quarter of 2018 for accounting purposes. As such, the Company has applied
accounting standards IAS 21, The Effects of Changes in Foreign Exchange, and IAS 29, Financial
Reporting in Hyper-Inflationary Economies its Consolidated Financial Statements for its Argentinian
operating subsidiary. The Company's Consolidated Financial Statements are based on the historical cost
approach in IAS 29.
The impact of applying IAS 21 to the operating results of the Argentina subsidiary for the three and twelve
months ended December 31, 2022, are detailed as follows:
Impact on IFRS Measures
Three Months Ended December 31, Twelve Months Ended December 31,
2022 2021 2022 2021
(000s) ($) ($) ($) ($)
(Decrease) increase in revenue (769) 1,340 1,486 2,136
Decrease (increase) in rental services and
local administration expenses 420 (699) (691) (1,039)
(Increase) in depreciation expense (86) (489) (481) (1,167)
Increase (decrease) in segment gross profit (435) 152 314 (70)
Net monetary gain (loss) presented in other
expenses 536 (246) 1,849 (496)
(Increase) in other expenses (55) (175) (551) (242)
Decrease (increase) in income tax provision 167 (217) (227) (393)
Increase (decrease) in net income 213 (486) 1,385 (1,201)
Inventories
The Company evaluates its inventory to ensure it is carried at the lower of cost and net realizable value.
Provisions are made against obsolete and damaged inventories and are charged to rental services.
These provisions are assessed at each reporting date for adequacy. Any reversal of a write-down of
inventory arising from an increase in net realizable value will be recognized as a reduction in rental
services in the period in which the reversal occurred.
Development Costs
New product development projects that meet the capitalization criteria are capitalized, and include the
cost of materials and direct labour costs that are directly attributable to preparing the asset for its intended
use. Subsequent changes in facts or circumstances could result in the balance of the related deferred
costs being expensed in profit or loss. Results could differ due to changes in technology or if actual future
economic benefit differs materially from what was expected.
Stock-Based Compensation
The fair value of stock options is calculated using a Black-Scholes option pricing model. There are a
number of estimates used in the calculation, such as the estimated forfeiture rate, expected option life,
Income Taxes
The Company operates in multiple jurisdictions with complex legal and tax regulatory environments. In
certain of these jurisdictions, the Company has taken income tax positions that management believes are
supportable and are intended to withstand challenge by tax authorities. Some of these positions are
inherently uncertain and include those relating to transfer pricing matters and the interpretation of income
tax laws applied to complex transactions as the tax positions taken by the Company rely on the exercise
of judgment and it is frequently possible for there to be a range of legitimate and reasonable views.
The Company has adopted certain transfer pricing (TP) policies and methodologies to value inter-
company transactions that occur in the normal course of business. The value placed on such transactions
must meet certain guidelines that have been established by the tax authorities in the jurisdictions in which
the Company operates. The Company believes that its TP methodologies are in accordance with such
guidelines. The Company entered into a Bilateral Advanced Pricing Arrangement (APA) with the Canada
Revenue Agency (CRA) and the Internal Revenue Service (IRS) (collectively, the Parties) covering the
taxation years ended December 31, 2013, through to December 31, 2021. The purpose of this APA was
for the Company to obtain agreement among the Parties on the TP methodology applied to the material
inter-company transactions between Pason Systems Corp. (Pason Canada) and Pason Systems USA
and Petron (collectively Pason USA) (the covered transactions). A new APA agreement effective January
1, 2022 is under review with the above tax regulatory authorities. Consistent with the prior agreement, the
purpose of this APA is for the Company to obtain agreement among the Parties on the TP methodology
applied to the material inter-company transactions of the Company.
The calculation of deferred income taxes is based on a number of assumptions, including estimating the
future periods in which temporary differences, tax losses, and other tax credits will reverse. Tax
interpretations, regulations, and legislation in the various jurisdictions in which the Company and its
subsidiaries operate are subject to change.
The estimation of deferred tax assets and liabilities includes uncertainty with respect to the reversal of
temporary differences.
Deferred tax assets are recognized when it is probable that taxable income will be available against which
the temporary differences or tax losses giving rise to the deferred tax asset can be used. This requires
estimation of future taxable income and use of tax loss carry-forwards for a considerable period into the
future. Income tax expense in future periods may be affected to the extent actual taxable income is not
sufficient or available to use the temporary differences, giving rise to the deferred tax asset.
From 2014 to 2020, global commodity prices were negatively affected by a combination of factors
including increased production, decisions of OPEC and Russia, and the impact of the COVID-19
pandemic on overall demand for oil and gas. These headwinds drove significant pressure on commodity
prices, and adversely impacted the level of capital spending by our customers on exploration and
production activities and could continue to do so. Concurrently, Operators navigated ongoing pressure
from the investment community to constrain spending within cash flows and further allocate a significant
portion of cash flow generation to returns to shareholders, impacting the amount of drilling-related capital
expenditures.
Throughout 2021, commodity prices and global drilling activity began to recover from the lows
experienced in 2020, as the demand for oil and gas neared pre-pandemic levels, while supply lagged
significantly. Throughout 2022, global macroeconomic conditions proved challenging with central banks
aggressively increasing interest rates to address high prevailing levels of inflation, and growing concerns
around economic recession. Further, Operators and Contractors grappled with global supply chain
bottlenecks and faced equipment availability challenges. These factors, coupled with geopolitical
instability with ongoing conflict between Russia and Ukraine, have driven recent commodity price
volatility. Despite these headwinds, global drilling activity continued to recover in 2022 as the sizeable gap
between global energy supply and demand remains and there is an increasing emphasis on global
energy security as many countries face energy shortages.
These aforementioned factors could continue to put pressure on commodity prices, adversely impacting
the level of drilling activity in the regions in which Pason operates, which could have a materially adverse
effect on Pason’s business, financial condition, results of operations and cash flows. Pason does not have
any operations or revenue generated in Russia or the Ukraine, however, the situation is evolving and
ongoing conflict may negatively impact commodity price volatility and global financial conditions, which
could have an indirect adverse effect on Pason’s business and financial condition.
Seasonal Factors
Drilling activity in Canada is seasonal due to weather that limits access to well sites in the spring and
summer, making the first and last quarters of each year the peak level of demand for Pason’s services
due to the higher level of drilling activity. The length of the drilling season can be shortened due to warmer
winter weather or rainy seasons. Pason can offset some of this risk, although not eliminate it, through
continued growth in the US and internationally, where drilling activity is less seasonal.
Customers
Pason has a large customer base, consisting of both operators and contractors, and no single customer
accounted for more than 10% of the consolidated revenues of the Company this fiscal period.
Notwithstanding, the loss of one or more major customers, further consolidation in the industry, or a
reduction in the amount of business Pason conducts with any of its major customers, could have a
significant impact on Pason’s revenue if not offset by obtaining new customers or increasing the amount
of business it conducts with existing customers.
Competition
Pason’s main source of competition in the North American Operations and International Operations
segments remains the instrumentation divisions of large US service companies. Potential actions taken
by competitors such as pricing changes and new products and technologies could affect the Company’s
leading market share or competitive position. In addition, while the Company continues to make
investments in R&D to provide innovative technologies for customers, management cannot reasonably
predict whether these investments will result in increased levels of product adoption, market share or
pricing. These factors could materially affect our business, financial condition, results of operations and
cash flows.
Intellectual Property
Pason relies on innovative technologies and products to maintain its competitive position in the market.
Pason employs trademarks, patents, contracts, and other measures to protect the Company’s intellectual
property, trade secrets and confidential information. Pason also believes that the rapid pace of
technological change in the industry, technical expertise, knowledge, and innovative skills, combined with
an ability to rapidly develop, produce, enhance, and market products, provides protection in maintaining a
competitive position.
Despite these precautions, it may be possible for third parties to attempt to infringe the Company’s
intellectual property and Pason could incur substantial costs to protect and enforce its intellectual property
rights. Moreover, from time to time third parties may assert patent, trademark, copyright and other
intellectual property rights to technologies that are important to the Company. In such an event, the
Company may be required to incur significant costs in litigating a resolution to the asserted claim. There
can be no assurance that such a resolution would not require that the Company pay damages or obtain a
license of a third party’s proprietary rights in order to continue to provide its products as currently offered,
or, if such a license is required, that it will be available on terms acceptable to the Company.
Cyber Security
The Company takes measures and makes meaningful investments to protect the security and integrity of
its IT infrastructure and data, however, there is a risk that these measures may not fully protect against a
potential security breach, which could have a negative impact on the Company’s ability to operate or its
reputation. Natural disasters, energy blackouts, operating malfunction, viruses or malware, cyber security
attacks, theft, computer or telecommunication errors, human error, internal or external misconduct or
other unknown disruptive events could result in the temporary or permanent loss of any or all parts of the
IT infrastructure or data. There is a risk the data and other electronic information stored in Pason’s IT
infrastructure could be accessed, publicly disclosed, lost, or stolen. Such occurrences could negatively
affect Pason’s business and financial performance in the form of loss of revenue, increased operational
costs, reputational damage or litigation.
Geopolitical Risk
Assets outside of Canada and the US may be adversely affected by changes in governmental policy,
social instability, or other political or economic developments beyond Pason’s control, including
expropriation of property, exchange rate fluctuations, and restrictions on repatriation of cash. The
Company has mitigated these risks where practical and warranted. Most of Pason’s revenues are
generated in Canada and the US, which limits exposure to risks and uncertainties in foreign countries.
Pason does not have any operations or revenue generated in Russia or the Ukraine. The Company’s
Argentinian subsidiary is operating in a highly inflationary economy and its operating results are being
impacted by a weakening Argentina peso relative to the Canadian dollar, the details of which are outlined
in this MD&A under the title Impact of Hyperinflation.
Physical Risks
There is growing evidence that climate change is causing the increased frequency and severity of
extreme weather events as well as longer-term changes in climate patterns. As a result, the physical
impacts of such increasingly volatile weather conditions may have an adverse effect on the operations of
the Company. These include more frequent and extreme weather events, natural disasters such as
flooding and forest fires, shifts in temperature and precipitation, and changing sea levels, which could
cause damage to key corporate assets. Climate change may have similar impacts on the Company’s
Investor Sentiment
Investor sentiment towards the oil and natural gas industry has evolved in recent years and some
institutional investors have announced that they are no longer willing to fund or invest in companies in the
oil and natural gas industry, or are reducing such investment over time. While Pason believes it operates
its business sustainably, the Company’s ability to access capital and the price and liquidity of its securities
may be adversely impacted by investors’ perceptions of the sector in which it generates the majority of its
revenue.
Insurance
Pason’s operations are subject to risks inherent in the oil and natural gas services industry, such as
hardware or software defects, malfunctions and failures, human error, and natural disasters. These risks
could expose Pason to substantial liability for personal injury, loss of life, business interruption, property
damage, pollution, and other liabilities. Pason carries prudent levels of insurance to protect the Company
against these unforeseen events, subject to appropriate deductibles and the availability of coverage. An
annual review of insurance coverage is completed to assess the risk of loss and risk mitigation
alternatives.
Extreme weather conditions, natural occurrences, and terrorist activity have strained insurance markets
leading to substantial increases in insurance costs and limitations on coverage. It is anticipated that the
Company will continue to maintain appropriate insurance coverage, but there can be no assurance that
such insurance coverage will be available on commercially reasonable terms or on terms as favourable
as Pason’s current arrangements. The occurrence of a significant event outside of the scope of coverage
of Pason’s insurance policies could also have a material adverse effect on the results of the organization.
Taxation
Pason and its subsidiaries are subject to income and other forms of taxation in the various jurisdictions in
which they operate. Pason structures its operations in a tax efficient manner in compliance with all
prevailing tax regimes. Any adverse change to existing taxation measures, policies or regulations, or the
introduction of new taxation measures, policies or regulations in any of the jurisdictions in which Pason
operates could have a negative impact on its business, operating results, or financial condition. The
management of Pason believes that the Company’s provision for income taxes is adequate and in
accordance with both generally accepted accounting principles and appropriate regulations. However, the
tax filing positions of the Company are subject to review and audit by tax authorities who may challenge,
and possibly succeed in challenging, management’s interpretation of the applicable tax legislation.
SEDAR
Additional information relating to the Company, including the Company's most recent Annual Information
Form can be accessed on the Company’s website at www.pason.com and on the Canadian Securities
Administrators’ System for Electronic Document Analysis and Retrieval ("SEDAR") at www.sedar.com.
Opinion
We have audited the consolidated financial statements of Pason Systems Inc., (the “Company”), which
comprise the consolidated balance sheets as at December 31, 2022 and 2021, and the consolidated
statements of operations, other comprehensive income, changes in equity and cash flows for the years
then ended, and notes to the consolidated financial statements, including a summary of significant
accounting policies (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial
position of the Company as at December 31, 2022 and 2021, and its financial performance and its cash
flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”).
1. Description of Business
Pason Systems Inc. ("Pason" or the "Company") is a leading global provider of instrumentation and
data management systems for drilling rigs.
The Company headquarters are located at 6130 Third Street SE, Calgary, Alberta, Canada. The
Company is a publicly traded company listed on the Toronto Stock Exchange under the symbol PSI.
The Consolidated Financial Statements of the Company are comprised of the Company and its
subsidiaries (together referred to as the “Group” and individually as “Group entities”). The
accompanying Consolidated Financial Statements include the accounts of Pason Systems Inc., its
wholly owned subsidiaries, and Energy Toolbase Software Inc ("ETB").
2. Basis of Preparation
Statement of compliance
The Consolidated Financial Statements have been prepared in compliance with International
Financial Reporting Standards (IFRS).
The Consolidated Financial Statements were authorized for issue by the Board of Directors on
March 2, 2023.
Basis of measurement
The Consolidated Financial Statements have been prepared on the historical cost basis except for
certain assets, including financial instruments, that are measured at revalued amounts or fair
values, as explained in the accounting policies below.
Inventory
During the second quarter of 2022, a change to the Company's operational strategy saw increased
purchases of consumable inventory and resulted in the inclusion of consumable supplies and
components as part of Inventory within these Consolidated Financial Statements.
In accordance with IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors, the
application of the Company's inventory policy to new transactions is treated prospectively with no
comparative period adjustments.
Functional and presentation currency
These Consolidated Financial Statements are presented in Canadian dollars, which is the
Company’s functional currency. Financial statements of the Company’s US and International
subsidiaries have a functional currency different from Canadian dollars and are translated to
Canadian dollars using the exchange rate in effect at the period end date for all assets and
liabilities, and at average monthly year to date rates of exchange during the period for revenues and
expenses. The functional currency of the Company's US operations is the US dollar, while the local
currency in each country is considered to be the functional currency of each respective International
subsidiary.
All changes resulting from these translation adjustments are recognized in other comprehensive
income. All financial information presented in Canadian dollars has been rounded to the nearest
thousand except for per share amounts.
Key Sources of estimation uncertainty
In the application of the Group’s accounting policies, which are described in Note 3, management is
required to make judgments, estimates, and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The estimates and associated
As at December 31, 2022, the Company's cash and cash equivalents are invested in 1-25 day
money market funds with interest rates averaging 4.5%. In the fourth quarter of 2022, the Company
invested $40.3 million of its cash in short-term investments as outlined in Note 6 of these
Consolidated Financial Statements.
6. Short-Term Investments
As at December 31, 2022 2021
($) ($)
Short-term investments 40,377 —
As at December 31, 2022, the Company's short-term investments are twelve-month term deposits
with interest rates ranging between 5.16% and 5.55%.
8. Inventory
Inventory is comprised of products and components which will be consumed through the Company’s
field service presence or through equipment repairs. For the year ended December 31, 2022, the
cost of inventory expensed in rental services was $20,199 (2021: $11,877).
Accumulated Depreciation
Balance at January 1, 2021 — 360,546 4,522 48,097 413,165
Depreciation — 16,783 2,194 2,246 21,223
Derecognition of assets — (39,465) (2,509) (15,712) (57,686)
Hyperinflation — 744 — — 744
Effects of exchange rate changes — 2,461 24 58 2,543
Balance at December 31, 2021 — 341,069 4,231 34,689 379,989
Depreciation — 14,604 1,867 768 17,239
Derecognition and disposals — (23,320) (249) (19,400) (42,969)
Hyperinflation — 5,117 — — 5,117
Effects of exchange rate changes — 15,151 8 370 15,529
Balance at December 31, 2022 — 352,621 5,857 16,427 374,905
Carrying Amounts
At December 31, 2021 8,212 64,308 6,791 2,954 82,265
At December 31, 2022 5,967 83,636 4,992 3,100 97,695
Other property, plant, and equipment includes computer equipment and leasehold improvements.
Derecognition of Assets
Included in the amounts recorded as derecognition and disposals in the above table are the costs
and accumulated depreciation of fully depreciated assets that have been removed from the
Company's books. In 2022, these amounts were $42,969 (2021: $57,686).
Investment in IWS
The Company's initial minority investment in IWS was made in 2019, and consisted of total
consideration of $25,000. The investment consisted of initial cash consideration of $10,000 and
$15,000 payable in three separate $5,000 put options, exercisable at IWS' discretion for a period of
up to three years. The first $5,000 put obligation was exercised in the first quarter of 2020, while the
second and third were exercised during the second and fourth quarters of 2021.
During the fourth quarter of 2022, Pason increased its non-controlling investment in IWS and
acquired a portion of outstanding common shares for total cash consideration of $7,915 (2021:
$7,127), in addition to subscribing to preferred shares for total cash consideration of $10,000 (2021:
$nil).
The preferred share subscription agreement had an initial subscription of $10,000 in the fourth
quarter of 2022, and up to $15,000 in additional subscriptions exercisable at IWS' request, subject
to the Company's approval. No additional voting rights were granted as part of this preferred share
subscription. Given that the funding of additional subscriptions are subject to the Company's
approval at the time of request, no associated obligation has been recognized on the Consolidated
Balance Sheets as at December 31, 2022.
Including the amount relating to the common share acquisition in 2022 as outlined above, total cash
outflows associated with the Company's non-controlling investment in IWS is $17,915 for the year
ended December 31, 2022 (2021: $17,127).
Amortization
Balance at January 1, 2021 607 19,558 2,427 9,447 3,132 35,171
Amortization — 1,968 922 1,164 412 4,466
Derecognition of assets — (15,755) — (6,290) (1,290) (23,335)
Effects of exchange rate 226 — (53) 177 85 435
Balance at December 31, 2021 833 5,771 3,296 4,498 2,339 16,737
Amortization — 1,351 832 1,037 383 3,603
Derecognition of assets — — (2,842) (4,726) (1,370) (8,938)
Effects of exchange rate 57 — 75 12 83 227
Balance at December 31, 2022 890 7,122 1,361 821 1,435 11,629
Carrying amounts
At December 31, 2021 32,619 4,546 1,933 1,668 299 41,065
At December 31, 2022 33,324 4,018 1,189 718 369 39,618
Derecognition of assets
Included in the amounts recorded as derecognition of assets are the costs and accumulated
amortization of fully amortized assets that have been removed from the Company's books.
Impairment assessment
The Company assessed goodwill for impairment at December 31, 2022 as part of its annual
reporting process. In doing so, the Company compared the aggregate recoverable amount of the
assets included in the respective CGUs to their carrying amounts. The Company completed its
annual assessment for goodwill impairment and determined that the recoverable amount for the
Company's CGUs exceeded the carrying amounts, respectively.
For the December 31, 2022 goodwill impairment assessment, the Company's goodwill was
allocated to the North America, International and Solar and Energy Storage CGUs.
The recoverable amount has been determined based on the value in use of the CGUs using cash
flow budgets approved by management. There is a degree of uncertainty with respect to the
estimates of the recoverable amounts of the CGUs' assets due in part to the necessity of making
key assumptions about the future economic environment that the Company will operate in. The
value in use calculations use discounted cash flow projections, which require key assumptions,
including future cash flows, projected growth, and pre-tax discount rates. The Company considers a
range of reasonable possibilities to use for these key assumptions and decides upon the amounts to
use that represent management’s best estimates.
Key assumptions are as follows:
The weighted average growth rate for the Solar and Energy Storage CGU is not meaningful given
the early stages of associated cash flows.
For all operating segments, reasonable possible changes in key assumptions would not cause the
recoverable amount of goodwill to fall below the carrying value. If future events cause a significant
change in the operating environment of these business units, resulting in key operating metrics
differing from management’s estimates, the Company could potentially experience future material
impairment charges against goodwill.
The Group’s exposure to currency and liquidity risk related to trade and other payables is disclosed
in Note 22.
At December 31, 2022, the Company was authorized to issue an unlimited number of common
shares and an unlimited number of preferred shares, issuable in series.
The holders of common shares are entitled to receive dividends, as declared at the discretion of the
Board of Directors, and are entitled to one vote per share at meetings of the Company. All shares
rank equally with regard to the Company’s residual assets.
Common share dividends
During 2022, the Company declared and paid quarterly dividends of $29,473 (2021: $16,567) or
$0.36 per common share (2021: $0.20) as follows:
The following table summarizes information about the stock options outstanding at December 31,
2022:
Weighted Average
Range of Exercise Options Remaining Weighted Average Exercisable Weighted Average
Prices Outstanding Contractual Life Exercise Price (Vested) Exercise Price
($) (#) (Years) ($) (#) ($)
7.33 - 8.98 396,188 2.92 7.33 214,571 7.33
8.99 - 12.91 907,384 3.17 11.48 520,271 12.11
12.92 - 20.22 1,361,549 2.82 18.22 719,359 20.14
2,665,121 2.97 14.31 1,454,201 15.38
All stock options are valued using the Black-Scholes option pricing model. Weighted average
assumptions for options granted in the year are as follows:
Years Ended December 31, 2022 2021
Fair value of stock options ($) 4.85 3.06
Forfeiture rate (%) 11.28 11.34
Risk-free interest rate (%) 3.54 1.11
Expected option life (years) 3.28 3.26
Expected volatility (%) 46.55 44.93
Expected annual dividends per share (%) 2.99 1.90
Net interest expense (income) is primarily comprised of interest generated from the Company's
invested cash and cash equivalents and short-term investments.
Net monetary gain included in other income results from applying hyperinflation accounting to the
Company's Argentinian subsidiary.
Other (income) expenses for the year ended December 31, 2022 is primarily comprised of proceeds
received on a bankruptcy settlement of a former lessee.
The Company did not recognize any government wage assistance in 2022 as the program was
terminated in October 2021. During the year ended December 31, 2021, Pason participated in the
Canada Emergency Wage Subsidy ("CEWS") program.
The provision for income taxes, including deferred taxes, reflects an effective income tax rate that
differs from the actual combined Canadian federal and provincial statutory rates of 23% for 2022
and 23% for 2021.
Certain prior period amounts have been reclassified for consistency with the current year
presentation.
Deferred tax assets and liabilities are comprised of the following:
Inter-company transactions represent amounts owing to the Company's Canadian subsidiary from
the Company's US consolidated group that are not deductible for US tax purposes until paid.
Foreign exchange differences are recognized through foreign currency translation adjustment in the
Statement of Other Comprehensive Income.
All deferred taxes are classified as non-current, irrespective of the classification of the underlying
assets or liabilities to which they relate, or the expected reversal of the temporary difference. In
addition, deferred tax assets and liabilities have been offset if there is a legally enforceable right to
offset current tax liabilities and assets, and they relate to income taxes levied by the same tax
authority on the same taxable entity.
Tax loss carry-forwards
The Company has net-operating losses in its International business segment for which no deferred
tax asset has been recognized. Deferred tax assets are only recognized to the extent that it is
probable that future taxable profits will be available to use unused tax losses.
Income Taxes Recoverable
During the first quarter of 2019, the Company paid withholding tax owing to the Canada Revenue
Agency (CRA) of $15,304 as part of a Bilateral Advanced Pricing Arrangement (APA) entered into
with the CRA and the IRS. As such, the Company recorded an amount under Income Tax
Recoverable, which represented a corresponding amount owing from the IRS. During the first
quarter of 2022, the Company received final settlement on all principal amounts owing from the IRS
in relation to the APA, in the amount of $12.5 million.
For the year ended December 31, 2022, 1,361,549 (2021 - 2,732,805) options are excluded from
the above calculation as their effect would have been anti-dilutive. The average market value of the
Company’s shares for purposes of calculating the dilutive effect of share options was based on
quoted market prices during the period.
During the year ended December 31, 2022 and 2021, the Company did not have any
customers that comprised greater than 10% of total revenue.
(c) Allowance for doubtful accounts
The aging of trade and other receivables at the reporting date was:
As at December 31, 2022 2021
Gross Allowance Gross Allowance
($) ($) ($) ($)
Current 66,795 — 36,558 —
31–60 days 11,822 — 9,169 —
61–90 days 3,686 — 2,165 —
Greater than 90 days 4,177 (1,661) 3,111 (1,550)
86,480 (1,661) 51,003 (1,550)
The movement in the allowance for doubtful accounts in respect of trade and other
receivables during the year was as follows:
Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated
with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s
approach to managing liquidity is to ensure that it will always have sufficient liquidity to meet its
liabilities when due. This is achieved through strong cash and working capital management.
Cash flow forecasting is performed in the operating entities of the Company and aggregated in head
office, which monitors rolling forecasts of the Company’s liquidity requirements to ensure it has
sufficient cash to meet operational needs at all times. Such forecasting takes into consideration the
Company’s capital allocation plans and compliance with internal balance sheet ratio targets.
The following are the contractual maturities of financial liabilities, including estimated interest
payments and excluding the impact of netting agreements:
For cash settled stock-based compensation liabilities, the timing and amounts could differ
significantly as a result of changes in the Company’s share price and other performance metrics for
the PSU plan as determined by the Board of Directors.
Market and foreign exchange risk
The Company did not enter into any hedging arrangements during the years ended December 31,
2022 and 2021.
(a) Foreign currency risk
Foreign currency risk is the risk that the value of future cash flows will fluctuate as a result of
changes in foreign currency exchange rates. The Company is exposed to foreign currency
risk as it relates to working capital balances denominated in foreign currencies and on the
translation of its foreign operations into the Canadian dollar reporting currency. The Company
also has intercompany loans that are considered part of the net investment in foreign
subsidiaries and foreign exchange gains and losses are recorded within the foreign currency
translation reserve.
A strengthening of the Canadian dollar against the US dollar by 1% at December 31, 2022,
would have decreased net income and equity for the year by $284 and $7,026, respectively. A
weakening of the Canadian dollar at December 31, 2022 would have had the equal but
opposite effect.
(b) Interest rate risk
The Company is exposed to changes in interest rates with respect to its credit facility.
Management believes this risk to be minor given the small amounts historically drawn on the
facility.
(c) Fair values versus carrying amounts
The carrying values of financial assets and liabilities approximate their fair value due to the
short-term nature of these items.
Financial instruments measured at fair value are classified into one of three levels in the fair
value hierarchy according to the relative reliability of the inputs used to estimate the fair
values.
The three levels of the fair value hierarchy are as follows:
• Level 1 - Quoted prices in active markets for identical assets or liabilities.
• Level 2 - Inputs other than quoted prices that are observable for the asset or liability
either directly or indirectly.
• Level 3 - Inputs that are not based on observable market data.
The Company's strategy is to carry a flexible capital base to maintain investor, market, and
creditor confidence and to sustain future business development opportunities. The Company
manages its capital structure based on ongoing changes in economic conditions and related
risk characteristics of its underlying assets.
The Company considers its capital structure to include equity and working capital. To
maintain or adjust the capital structure, the Company may, from time to time, issue or
repurchase shares, adjust its dividend, or adjust its capital spending to manage its cash.
The Company's share capital is not subject to external restrictions; however, the Company’s
committed revolving credit facility includes financial covenants, with which the Company is
compliant.
There were no changes in the Company’s approach to capital management during the year.
The Company continues to maintain a conservative balance sheet with no interest bearing
debt.
(e) Industry and seasonality risk
The most significant area of uncertainty for the Company is that the demand for the majority
of its services is directly related to the strength of its customers’ capital expenditure programs.
The level of capital programs is strongly affected by the level and stability of commodity
prices, which can be extremely difficult to predict and beyond the control of the Company and
its customers. During periods of uncertainty, oil and gas companies tend to bias their capital
decisions on conservative outlooks for commodity prices.
In addition to the cyclical nature of its business, the Company is also subject to risks and
uncertainties associated with weather and seasonality. The Company continues to react to
unfavourable weather conditions and spring breakup, which limit well access in Canada,
through diversification into geographic regions such as the United States and internationally,
where these factors are less likely to influence activity.
(f) Commodity risk
Prices for crude oil and natural gas fluctuate in response to a number of factors beyond the
Company's control. The factors that affect prices include, but are not limited to, the following:
the actions of the Organization of Petroleum Exporting Countries, world economic conditions,
government regulation, political stability in the Middle East and elsewhere, global supply and
demand for crude oil and natural gas, the price of foreign imports, the availability of alternate
fuel sources, and weather conditions. Any of these can reduce the cash flows of exploration
and production companies, reduce the amount of drilling activity, and correspondingly reduce
the demand for the Company's products and services.
Contractual obligations relate to minimum future payments required primarily for leases of certain
facilities, along with commitments associated with ongoing repair costs of the company's equipment
and technology. A portion of these future obligations have been recognized on the balance sheet as
a leased asset and a corresponding liability, in accordance with IFRS 16, Leases.
The majority of these costs are included either in corporate services or stock-based compensation
expense in the Consolidated Statements of Operations.
Key management and directors of the Company control less than 1% of the voting shares of the
Company. No balances are owing from any employees or directors as at December 31, 2022 or
2021.
26. Contingencies
The Company is involved in various claims and litigation arising in the normal course of business.
While the outcome of these matters is uncertain and there can be no assurance that such matters
will be resolved in Pason’s favour, the Company does not currently believe that the outcome of any
pending or threatened proceedings related to these or other matters, or the amounts which the
Company may be required to pay by reason thereof, would individually or in the aggregate have a
material adverse impact on its financial position, results of operations or liquidity.
2022 2021 2020 2019 2018 2017 2016 2015 2014 2013
(CDN 000s, except per share data) ($) ($) ($) ($) ($) ($) ($) ($) ($) ($)
Operating Results
Revenue 334,998 206,686 156,636 295,642 306,393 245,643 160,446 285,148 499,272 403,088
Expenses
Rental services 109,879 76,662 66,695 105,496 104,398 95,912 80,115 120,445 153,151 134,874
Local administration 12,554 11,006 11,121 13,106 14,496 11,147 9,720 16,470 18,753 18,641
Corporate services 15,192 13,175 11,275 15,653 15,905 15,141 16,758 20,040 22,243 17,373
Research and development 37,573 32,220 26,977 30,439 26,997 25,219 22,848 31,733 35,427 27,252
Stock-based compensation 15,230 11,523 4,840 10,840 12,313 11,762 6,195 7,398 19,471 32,511
Depreciation and amortization 20,842 25,689 34,417 40,830 34,588 45,681 55,384 81,381 69,201 62,171
Adjusted EBITDA(1)(2) 159,510 72,520 39,540 129,644 146,004 98,224 31,005 96,460 251,623 136,647
As a % of revenue 47.6 35.1 25.2 43.9 48.1 40.0 19.3 33.8 50.4 33.9
Funds flow from operations 134,885 67,728 40,560 111,718 128,544 87,121 26,815 94,263 224,204 134,930
Per share – basic 1.65 0.82 0.48 1.31 1.51 1.03 0.32 1.13 2.71 1.64
Net income (loss) attributable to
Pason 107,616 33,845 6,568 54,112 62,944 25,190 (41,792) (7,917) 114,637 25,458
Per share – basic 1.31 0.41 0.08 0.63 0.74 0.30 (0.49) (0.09) 1.39 0.31
Net capital expenditures 33,941 9,950 4,719 22,593 21,655 19,966 13,711 53,454 114,740 71,071
Financial Position
Total assets 469,928 379,941 361,416 437,841 461,716 398,446 435,251 529,625 570,066 445,876
Working capital 213,899 184,083 167,366 183,769 256,153 193,692 198,419 244,972 206,571 127,933
Total equity 380,962 307,781 305,283 346,454 386,077 347,486 386,651 489,448 483,523 366,469
Common Share Data
Common shares outstanding (#)
At December 31 81,527 82,194 83,089 84,538 85,783 85,158 84.628 84,063 83,363 82,158
Weighted average 81,961 82,792 83,956 85,409 85,357 84,821 84.365 83,675 82,647 82,098
Dividends ($) 0.36 0.20 0.48 0.74 0.70 0.68 0.68 0.68 0.64 0.53
(1) Non-GAAP financial measures are defined under Non-GAAP Financial Measures
(2) Prior to 2015, Adjusted EBITDA was defined as EBITDA.
Ken Mullen
Dealing Representative Eligible Dividend
Barometer Capital Management Inc. Designation
Calgary, Alberta Pursuant to the Canadian Income
Tax Act, dividends paid by the
(1) Chairman of the Board Company to Canadian residents
are considered to be “eligible”
(2) Audit Committee Chair dividends.
(3) Audit Committee Member
(4) HR and Compensation Committee Chair
(5) HR and Compensation Committee Member
(6) Corporate Governance and Nominations Committee Chair
(7) Corporate Governance and Nomination Committee Member
(8) Lead Director