Divestco Inc. (TSX VENTURE:DVT) ("Divestco" or the "Company") announces its
operating results for the three and six months ended June 30, 2012.
Three months ended June 30, 2012
Divestco generated net income for the second quarter of 2012 of $940,000 ($0.01
per share - basic and diluted) compared to $235,000 ($nil per share - basic and
diluted) for the same period in 2011. EBITDA was $4.3 million in Q2 2012, a $2.4
million (120%) increase from $1.9 million for the same period in 2011. The
Company generated funds from operations of $4.3 million ($0.06 per share - basic
and diluted) for the second quarter of 2012, an increase of $2.2 million (106%)
as compared to $2.1 million ($0.03 per share - basic and diluted) for the same
period in 2011. EBITDA and funds from operations do not include capital
expenditures of $1.2 million, mainly comprised of the cost of acquiring new
seismic surveys data during Q2 2012.
During Q1 2012, Divestco generated revenue of $11.5 million compared to $10.6
million in Q2 2011, an increase of $0.9 million (8%). Revenue in the Seismic
Data segment increased by $1.4 million (36%) as the Company had two large
transactions occur during the quarter. These included a large seismic data
license sale and the discontinuance of a legal claim resulting in a settlement
of an undisclosed amount. This offset lower seismic participation revenue than
Q2 2011. Revenue in the Services segment was down by $261,000 (6%) as the demand
for land management services was weaker while seismic processing and geomatics
was stronger. Revenue in the Software and Data segment decreased by $271,000
(11%) due to lower software and support data revenues offset by higher log data
revenues.
Operating expenses decreased by $1.5 million (17%) to $7.2 million in Q2 2012
from $8.7 million in Q2 2011. Salaries and wages were down $655,000 (13%) mainly
due to lower headcounts. General and administrative costs were down $836,000
(23%) mainly due to lower occupancy costs as the Company surrendered a number of
floors of office space in 2011. This was partially offset by increase in bad
debt and stock based compensation expenses. Depreciation and amortization
increased by $1.5 million (97%) due to the completion of a seismic participation
survey in Q2 2012.
Six months ended June 30, 2012
Divestco generated net income for the first six months of 2012 of $3.6 million
($0.05 per share - basic and diluted) compared to a net loss of $4.1 million
($0.07 per share - basic and diluted) for the same period in 2011. EBITDA was
$11.7 million, a $10.6 million (980%) increase from $1.1 million for the same
period in 2011. The Company generated funds from operations of $11.5 million
($0.17 per share - basic and diluted) for the first six months of 2012, an
increase of $10.3 million (858%) as compared to $1.2 million ($0.02per share -
basic and diluted) for the same period in 2011. EBITDA and funds from operations
do not include capital expenditures of $9.8 million, mainly comprised of the
cost of acquiring new seismic surveys data during the six months ended June 30,
2012.
During the first half of 2012, Divestco generated revenue of $25.9 million
compared to $19.5 million in Q2 2011, an increase of $6.4 million (33%). Revenue
in the Seismic Data segment increased by $6.6 million (125%) as the Company had
two large transactions occur during the quarter. These included a large seismic
data license sale and a discontinuance of a legal claim resulting in a
settlement of an undisclosed amount. In addition, Divestco completed three 3D
seismic participation surveys. Revenue in the Services segment was up by
$198,000 (2%) as the demand for land management services was weaker while
seismic processing and geomatics was stronger. Revenue in the Software and Data
segment decreased by $319,000 (7%) due to lower software and support data
revenues offset by higher log data revenues.
Operating expenses decreased by $4.2 million (23%) to $14.2 million for the
first six months 2012 from $18.4 million for the same period in 2011. Salaries
and wages were down $1 million (10%) mainly due to lower headcounts and
severance costs. General and administrative costs were down $3.1 million (39%)
mainly due to lower occupancy costs as the Company surrendered a number of
floors of office space in 2011. This was partially offset by increase in bad
debt and stock based compensation expenses. Depreciation and amortization
increased by $3.3 million (66%) due to the completion of three seismic
participation surveys in the first half of 2012.
Working capital
As at June 30, 2012, Divestco had working capital of $403,000 (excluding
deferred revenue of $5.2 million) compared to working capital of $297,000
(excluding deferred revenue of $4.6 million) as at December 31, 2011. The
increase was primarily due to the Company entering into a number of large data
related transactions during Q2 2012 offset by seismic expenditures incurred
during the six months ended June 30, 2012 as well as $1.7 million of a
subordinated loan was classified as a current liability as at June 30, 2012 as
the loan matures in May 2013.
Seismic Data Update
During the first six months of 2012, Divestco completed three 3D seismic
participation surveys (Brazeau, Big Valley and Ante Creek), covering an area of
approximately 389 square kilometers. Total cost for the three seismic surveys
was $14.3 million, with $5.1 million incurred in 2011.
Mr. Stephen Popadynetz, CEO, President and CFO: "Over the last two years
Divestco has made great strides to improve its efficiencies and to cut its
costs. In the second quarter of 2012, we are finally starting to see the
fruition of these efforts and we produced another profitable quarter. As well,
Divestco has taken great strides to strengthening its financial position and
balance sheet. We are also pleased with the progress we have made towards
rebuilding our seismic data library. To date we have added more than 770 square
kilometers of seismic to our library. Overall demand for seismic data and
general activity levels in the industry is trending positively and Divestco is
currently reviewing over 50M of new seismic programs for the coming year. With
the strong cost cutting measures taken over the last two years in place,
Divestco is on a well positioned path for sustained profitability and growth. We
look forward to continue delivering positive earnings and better results for our
shareholders."
Non-GAAP and Additional GAAP Measures
The Company's condensed consolidated interim financial statements have been
prepared in accordance with IFRS. Certain measures in this document do not have
any standardized meaning as prescribed by IFRS and are considered non-GAAP
measures. While these measures may not be comparable to similar measures
presented by other issuers, they are described and presented in this MD&A to
provide shareholders and potential investors with additional information
regarding the Company's results, liquidity, and its ability to generate funds to
finance its operations. These measures include:
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
Divestco uses EBITDA as a key measure to evaluate the performance of its
segments and divisions as well as the Company overall, with the closest IFRS
measure being net income or loss. EBITDA is a measure commonly reported and
widely used by investors as indicators of the Company's operating performance
and ability to incur and service debt, and as a valuation metric. The Company
believes EBITDA assists investors in comparing the Company's performance on a
consistent basis without regard to financing decisions and depreciation and
amortization, which are non-cash in nature and can vary significantly depending
upon accounting methods or non-operating factors such as historical cost.
EBITDA is not a calculation based on IFRS and should not be considered
alternatives to net income or loss in measuring the Company's performance. As
well, EBITDA should not be used as an exclusive measure of cash flow, because it
does not consider the impact of working capital growth, capital expenditures,
debt principal reductions and other sources and uses of cash, which are
disclosed in the consolidated statements of cash flows. While EBITDA has been
disclosed herein to permit a more complete comparative analysis of the Company's
operating performance and debt servicing ability relative to other companies,
investors should be cautioned that EBITDA as reported by Divestco may not be
comparable in all instances to EBITDA as reported by other companies. Investors
should also carefully consider the specific items included in Divestco's
computation of EBITDA.
The following is a reconciliation of EBITDA with net income (loss):
Three Months Ended Six Months Ended
June 30 June 30
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(Thousands) 2012 2011 2012 2011
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Net Income (Loss) $ 940 $ 235 $ 3,585 $ (4,097)
Income Tax Expense - 16 - 65
Finance Costs (Income) 331 167 (29) 204
Depreciation and Amortization 3,011 1,525 8,176 4,914
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EBITDA $ 4,282 $ 1,943 $ 11,732 $ 1,086
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Funds from operations
Divestco reports funds from operations because it is a key measure used by
management to evaluate its performance and to assess the ability of the Company
to finance operating and investing activities. Funds from operations excludes
certain working capital changes and other sources and uses of cash, which are
disclosed in the consolidated statements of cash flows.
Funds from operations is not a calculation based on IFRS and should not be
considered an alternative to the consolidated statements of cash flows. Funds
from operations is a measure that can be used to gauge Divestco's capacity to
generate discretionary cash flow. Investors should be cautioned that funds from
operations as reported by Divestco may not be comparable in all instances to
funds from operations as reported by other companies. While the closest IFRS
measure is cash from operating activities, funds from operations is considered
relevant because it provides an indication of how much cash generated by
operations is available before proceeds from divested assets and changes in
certain working capital items.
The following reconciles funds from operations with cash from operating activities:
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Six Months Ended
June 30
----------------------------------------------------------------------------
(Thousands) 2012 2011
----------------------------------------------------------------------------
Cash from Operating Activities $ 12,885 $ 2,852
Changes in non-cash Working Capital Balances Related
to Operating Activities (1,316) (1,744)
Interest (Received) Paid (118) 141
Income Taxes Refunded 22 (51)
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Funds from Operations $ 11,473 $ 1,198
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Working capital
Working Capital is calculated as current assets minus current liabilities
(excluding deferred revenue). Working capital provides a measure that can be
used to gauge Divestco's ability to meet its current obligations.
Financial Highlights
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Financial Results (Thousands, Except Per Share
Amounts)
----------------------------------------------------------------------------
Three Months Ended June 30
----------------------------------------------------------------------------
%
2012 2011 $ Change Change
----------------------------------------------------------------------------
Revenue $ 11,483 $ 10,637 $ 846 8%
Operating Expenses 7,201 8,692 (1,491) -17%
Other Loss (Income) - 2 (2) -100%
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EBITDA 4,282 1,943 2,339 120%
Finance Costs (Income) 331 167 164 98%
Depreciation and Amortization 3,011 1,525 1,486 97%
----------------------------------------------------------------------------
Income (Loss) before Income Taxes 940 251 689 275%
Income Tax Expense - 16 (16) -100%
----------------------------------------------------------------------------
Net Income (Loss) $ 940 $ 235 $ 705 300%
Per Share - Basic and Diluted 0.01 - 0.01 N/A
----------------------------------------------------------------------------
Funds from Operations $ 4,266 $ 2,067 $ 2,199 106%
Per Share - Basic and Diluted 0.06 0.03 0.03 100%
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Shares Outstanding 66,713 59,393 N/A N/A
Weighted Average Shares Outstanding
Basic 66,641 59,471 N/A N/A
Diluted 66,694 59,471 N/A N/A
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Financial Results (Thousands,
Except Per Share Amounts)
----------------------------------------------------------------------------
Six Months Ended June 30
----------------------------------------------------------------------------
$ %
2012 2011 Change Change
----------------------------------------------------------------------------
Revenue $ 25,949 $ 19,452 $ 6,497 33%
Operating Expenses 14,216 18,364 (4,148) -23%
Other Loss (Income) 1 2 (1) -50%
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EBITDA 11,732 1,086 10,646 980%
Finance Costs (Income) (29) 204 (233) N/A
Depreciation and Amortization 8,176 4,914 3,262 66%
----------------------------------------------------------------------------
Income (Loss) before Income Taxes 3,585 (4,032) 7,617 N/A
Income Tax Expense - 65 (65) -100%
----------------------------------------------------------------------------
Net Income (Loss) $ 3,585 $ (4,097) $ 7,682 N/A
Per Share - Basic and Diluted 0.05 (0.07) 0.12 N/A
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Funds from Operations $ 11,473 $ 1,198 $ 10,275 858%
Per Share - Basic and Diluted 0.17 0.02 0.15 750%
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Shares Outstanding 66,713 59,393 N/A N/A
Weighted Average Shares Outstanding
Basic 66,627 59,408 N/A N/A
Diluted 66,627 59,408 N/A N/A
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Financial Position (Thousands)
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Balance at Balance at Balance at
Jun 30 Dec 31 Dec 31
----------------------------------------------------------------------------
2012 2011 2010
----------------------------------------------------------------------------
Total Assets $ 44,345 $ 43,761 $ 34,984
Working Capital (1) 403 297 3,599
Long-Term Financial Liabilities (2) 8,303 8,610 3,907
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(1) Excludes the current portion of deferred revenue of $5.2 million (December
31, 2011: $4.6 million; December 31, 2010: $3.9 million)
(2) Includes long-term debt obligations, deferred rent obligations, sublease
loss provision and other long-term liabilities. The long-term debt obligations
are comprised of the Company's subordinated debt, shareholder loans and finance
leases
Segment Review Summary
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For the three months ended June 30, 2012 (Thousands)
----------------------------------------------------------------------------
Software Corporate
and Seismic &
Data Services Data Other Total
----------------------------------------------------------------------------
Revenue $ 2,090 $ 4,219 $ 5,174 $ - $ 11,483
EBITDA 466 972 4,020 (1,176) 4,282
Finance costs - - (2) 333 331
Depreciation and
Amortization 791 219 1,881 120 3,011
Income (loss) before
income taxes (325) 753 2,141 (1,629) 940
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For the three months ended June 30, 2011 (Thousands)
----------------------------------------------------------------------------
Corporate
Software Services Data & Other Total
----------------------------------------------------------------------------
Revenue $ 2,361 $ 4,480 $ 3,796 $ - $ 10,637
EBITDA 662 910 3,177 (2,806) 1,943
Finance costs - (1) (1) 169 167
Depreciation and
Amortization 788 164 4 569 1,525
Income (loss) before
income taxes (126) 747 3,174 (3,544) 251
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For the six months ended June 30, 2012 (Thousands)
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Corporate
Software Services Data & Other Total
----------------------------------------------------------------------------
Revenue $ 4,220 $ 9,804 $ 11,925 $ - $ 25,949
EBITDA 953 2,919 10,010 (2,150) 11,732
Finance costs (income) - (1) (6) (22) (29)
Depreciation and
Amortization 1,591 450 5,816 319 8,176
Income (loss) before
income taxes (638) 2,470 4,200 (2,447) 3,585
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For the six months ended June 30, 2011 (Thousands)
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Corporate
Software Services Data & Other Total
----------------------------------------------------------------------------
Revenue $ 4,539 $ 9,606 $ 5,307 $ - $ 19,452
EBITDA 1,433 2,312 3,744 (6,403) 1,086
Finance costs (income) - (1) (3) 208 204
Depreciation and
Amortization 2,037 563 972 1,342 4,914
Income (loss) before
income taxes (604) 1,750 2,775 (7,953) (4,032)
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Divestco Inc.
Condensed Consolidated Interim Statements of Financial Position
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June 30 December 31
----------------------------------------------------------------------------
(Thousands - Unaudited) 2012 2011
----------------------------------------------------------------------------
Assets
Current Assets
Cash $ 2,906 $ 1,547
Funds held in trust 74 40
Accounts receivable 10,611 11,810
Prepaid expenses, supplies and deposits 269 235
Income taxes receivable 302 110
Asset held for sale - 2,500
----------------------------------------------------------------------------
Total current assets 14,162 16,242
Investment in affiliated company 122 141
Participation surveys in progress 8 5,108
Property and equipment 4,200 4,147
Intangible assets 25,853 18,123
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Total assets $ 44,345 $ 43,761
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Liabilities and Shareholders' Equity
Current Liabilities
Bank indebtedness $ 4,200 $ 3,700
Accounts payable and accrued liabilities 6,609 10,669
Deferred revenue 5,221 4,561
Current loss on sublease loss provision 324 320
Current portion of long-term debt obligations 2,513 1,143
Current portion of tenant inducement 113 113
----------------------------------------------------------------------------
Total current liabilities 18,980 20,506
Deferred rent obligations 653 1,124
Long-term debt obligations 3,644 4,591
Sublease loss provision 1,169 1,332
Tenant Inducements 1,340 1,397
Other long-term liabilities - 100
----------------------------------------------------------------------------
Total liabilities 25,786 29,050
----------------------------------------------------------------------------
Shareholders' Equity
Equity instruments 9,068 76,431
Contributed surplus 5,906 5,663
Deficit 3,585 (67,383)
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Total shareholders' equity 18,559 14,711
----------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 44,345 $ 43,761
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Divestco Inc.
Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive
Income (Loss)
----------------------------------------------------------------------------
Three months Six months ended
ended June 30 June 30
----------------------------------------------------------------------------
(Thousands, Except Per Share
Amounts - Unaudited) 2012 2011 2012 2011
----------------------------------------------------------------------------
Revenue $ 11,483 $ 10,637 $ 25,949 $ 19,452
----------------------------------------------------------------------------
Operating expenses
Salaries and benefits 4,452 5,107 9,260 10,266
General and administrative 2,544 3,585 4,710 8,098
Stock compensation expense 205 - 246 -
----------------------------------------------------------------------------
Total operating expenses 7,201 8,692 14,216 18,364
----------------------------------------------------------------------------
Finance costs (income) 331 167 (29) 204
Depreciation and amortization 3,011 1,525 8,176 4,914
Other loss - 2 1 2
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Income (loss) before income taxes 940 251 3,585 (4,032)
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Income taxes
Current - 16 - 65
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Net income (loss) and
comprehensive income (loss) for
the period 940 235 $ 3,585 $ (4,097)
----------------------------------------------------------------------------
Net income (loss) per share
Basic and Diluted $ 0.01 $ - $ 0.05 $ (0.07)
Weighted average number of shares
Basic and Diluted 66,641 59,471 66,627 59,408
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Divestco Inc.
Condensed Consolidated Interim Statements of Changes in Equity
----------------------------------------------------------------------------
Number of
Number of Share Warrants
(Thousands - Unaudited) Shares Issued Capital Issued Warrants
----------------------------------------------------------------------------
Balance as at January
1, 2011 58,938 $ 73,445 15,825 $ 1,808
Net loss and
comprehensive loss for
the period
Transactions with
owners, recorded in
equity contributions
by and distributions
to owners:
Issue of Class A
common shares 455 48 455 52
Share-based payment
transactions 192 31
Share issue costs (1)
----------------------------------------------------------------------------
Balance as at June 30,
2011 59,585 $ 73,523 16,280 $ 1,860
Balance as at January
1, 2012 66,610 $ 74,571 16,280 $ 1,860
Reduction of stated
capital and deficit (67,383)
Net income and
comprehensive income
for the period
Transactions with
owners, recorded in
equity contributions
by and distributions
to owners:
Issue of Class A
common shares 83 17
Issue on exercise of
PSUs 20 3
Reclassification on
exercise of PSUs
Share-based payment
transactions
----------------------------------------------------------------------------
Balance as at June 30,
2012 66,713 $ 7,208 16,280 $ 1,860
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----------------------------------------------------------------------------
Retained
Equity Contributed Earnings
(Thousands - Unaudited) Instruments Surplus (Deficit) Total Equity
----------------------------------------------------------------------------
Balance as at January
1, 2011 $ 75,253 $ 5,590 $ (62,773) $ 18,070
Net loss and
comprehensive loss for
the period (4,097) (4,097)
Transactions with
owners, recorded in
equity contributions
by and distributions
to owners:
Issue of Class A
common shares 100 100
Share-based payment
transactions 31 31
Share issue costs (1) (1)
----------------------------------------------------------------------------
Balance as at June 30,
2011 $ 75,383 $ 5,590 $ (66,870) $ 14,103
Balance as at January
1, 2012 $ 76,431 $ 5,663 $ (67,383) $ 14,711
Reduction of stated
capital and deficit (67,383) 67,383
Net income and
comprehensive income
for the period 3,585 3,585
Transactions with
owners, recorded in
equity contributions
by and distributions
to owners:
Issue of Class A
common shares 17 17
Issue on exercise of
PSUs 3 3
Reclassification on
exercise of PSUs (3) (3)
Share-based payment
transactions 246 246
----------------------------------------------------------------------------
Balance as at June 30,
2012 $ 9,068 $ 5,906 $ 3,585 $ 18,559
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Divestco Inc.
Condensed Consolidated Interim Statements of Cash Flows
Six months ended
June 30
----------------------------------------------------------------------------
(Thousands - Unaudited) 2012 2011
----------------------------------------------------------------------------
Cash from (used in) operating activities
Net income (loss) for the period $ 3,585 $ (4,097)
Items not affecting cash:
Equity investment income 5 1
Depreciation and amortization 8,176 4,914
Sublease loss - (303)
Amortization of tenant inducements (57) (38)
Deferred rent obligations (471) 425
Income taxes - 65
Unrealized foreign exchange loss 1 (4)
Non-cash employment benefits 17 31
Share-based payments 246 -
Finance costs (income) (29) 204
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Funds from operations 11,473 1,198
Changes in non-cash working capital balances 1,316 1,744
Interest received (paid) 118 (141)
Income taxes refunded (paid) (22) 51
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Net cash from operating activities 12,885 2,852
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Cash from (used in) financing activities
Bank indebtedness 500 (550)
Advances to affiliated company 14 -
Issue of common shares (net of related costs) - 99
Repayment of long-term debt obligations (646) (221)
Deferred financing costs - (155)
Proceeds received from long-term debt obligations (net
of committed revolver repayments) 1,000 5,000
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Net cash from (used in) financing activities 868 4,173
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Cash from (used in) investing activities
Additions to intangible assets (14,401) (2,482)
Decrease (increase) in participation surveys in
progress 5,100 (1,566)
Purchase of property and equipment (538) (5,422)
Additions to tenant inducements - 3,306
Payments towards sublease loss provision (179) (488)
Investment in affiliates - (29)
Deferred development costs (1,190) (1,295)
Changes in non-cash working capital balances (1,186) (1,842)
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Net cash from (used in) investing activities (12,394) (9,818)
----------------------------------------------------------------------------
Increase (decrease) in cash 1,359 (2,793)
Cash, beginning of period 1,547 3,696
----------------------------------------------------------------------------
Cash, end of period $ 2,906 $ 903
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About the Company
Divestco is an exploration services company that provides a comprehensive and
integrated portfolio of data, software, and services to the oil and gas
industry. Through continued commitment to align and bundle products and services
to generate value for customers, Divestco is creating an unparalleled set of
integrated solutions and unique benefits for the marketplace. Divestco's breadth
of data, software and services offers customers the ability to access and
analyze the information required to make business decisions and to optimize
their success in the upstream oil and gas industry. Divestco is headquartered in
Calgary, Alberta, Canada and trades on the TSX Venture Exchange under the symbol
"DVT".
This press release contains forward-looking information related to the Company's
capital expenditures, projected growth, view and outlook towards future oil and
gas prices and market conditions, and demand for its products and services.
Statements that contain words such as "could', "should", "can", "anticipate",
"expect", "believe", "will", "may" and similar expressions and statements
relating to matters that are not historical facts constitute "forward-looking
information" within the meaning applicable by Canadian securities legislation.
Although management of the Company believes that the expectations reflected in
such forward-looking information are reasonable, there can be no assurance that
such expectations will prove to have been correct because, should one or more of
the risks materialize, or should the assumptions underlying forward-looking
statements or forward-looking information prove incorrect, actual results may
vary materially from those described in this press release as intended, planned,
anticipated, believed, estimated or expected. Readers should not place undue
reliance on forward-looking statements or forward-looking information. All of
the forward-looking statements and forward- looking information of the Company
contained in this press release are expressly qualified, in their entirety, by
this cautionary statement. Except where required by law, the Company does not
assume any obligation to update these forward-looking statements or
forward-looking information if conditions or opinions should change.
In particular, this press release contains forward-looking statements pertaining
to the following: Company's ability to keep debt and liquidity at acceptable
levels, improve/maintain its working capital position and maintain profitability
in the current economy; availability of external and internal funding for future
operations; relative future competitive position of the Company; nature and
timing of growth; oil and natural gas production levels; planned capital
expenditure programs; Supply and demand for oil and natural gas; future demand
for products/services; commodity prices; impact of Canadian federal and
provincial governmental regulation on the Company; expected levels of operating
costs, finance costs and other costs and expenses; future ability to execute
acquisitions and dispositions of assets or businesses; expectations regarding
the Company's ability to raise capital and to add to seismic data through new
seismic shoots and acquisition of existing seismic data; treatment under tax
laws; and new accounting pronouncements.
These forward-looking statements are based upon assumptions including: future
prices for crude oil and natural gas; future interest rates and future
availability of debt and equity financing will be at levels and costs that allow
the Company to manage, operate and finance its business and develop its software
products and various oil and gas datasets including its seismic data library,
and meet its future obligations; the regulatory framework in respect of
royalties, taxes and environmental matters applicable to the Company and its
customers will not become so onerous on both the Company and its customers as to
preclude the Company and its customers from viably managing, operating and
financing its business and the development of its software and data; and that
the Company will continue to be able to identify, attract and employ qualified
staff and obtain the outside expertise as well as specialized and other
equipment it requires to manage, operate and finance its business and develop
its properties. These forward-looking statements are subject to numerous risks
and uncertainties, certain of which are beyond the Company's control, including:
general economic, market and business conditions; volatility in market prices
for crude oil and natural gas; ability of Divestco's clients to explore for,
develop and produce oil and gas; availability of financing and capital;
fluctuations in interest rates; demand for the Company's product and services;
weather and climate conditions; competitive actions by other companies;
availability of skilled labour; failure to obtain regulatory approvals in a
timely manner; adverse conditions in the debt and equity markets; and government
actions including changes in environment and other regulation.
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