2019 ANNUAL REPORT
STRONG CANADIAN FOUNDATION | EXPANDING GLOBAL PRESENCE
PROFILE
Headquartered in Val-d’Or, Quebec, Orbit Garant Drilling (TSX: OGD) is one of the largest
Canadian-based mineral drilling companies, providing both underground and surface
drilling services in Canada and internationally through its 235 drill rigs and more than
1,300 employees. Orbit Garant provides services to major, intermediate and junior
mining companies, through each stage of mining exploration, development and production.
The Company also provides geotechnical drilling services to mining or mineral exploration
companies, engineering and environmental consultant firms, and government agencies.
Head Office
Regional Offices
Field Operations
MARKET POSITION (BY PERCENTAGE OF REVENUE¹)
DRILLING ACTIVITY
CUSTOMERS
Surface
52%
48%
Underground
12%
88%
Majors &
Intermediates
Juniors
REGIONS
RESOURCE EXPOSURE
28%
72%
Canada
International
32%
Gold
68%
Base Metals / Other
1. For the year ended June 30, 2019
To our shareholders,
We faced a more challenging business environment in fiscal 2019 compared to fiscal 2018, as industry demand
for drilling services in Canada, where we generate approximately three quarters of our revenue, was lower
during the first three quarters of the year. As a result, our total metres drilled for the fiscal year declined to
1.43 million, from 1.54 million a year ago. In addition, we concluded a large, multi-year drilling contract in Chile at
the beginning of our fourth quarter, and we generated lower revenue per metre drilled compared to fiscal 2018.
These factors had a negative impact on our revenue and gross margins. Total revenue for fiscal 2019 was
$152.8 million, compared to our record $173.1 million in revenue in fiscal 2018. While our fiscal 2019 revenue
total is still the third highest total in Company history, reflecting our strong market position in Canada and expanded
international operations, our gross margins and profitability were below expectations.
Looking ahead, our primary goal is to increase margins and profitability, and we believe that we are now well
positioned to achieve this goal. To understand why, it is important to look back on the significant growth and
diversification that we have undergone since fiscal 2015.
Four years ago, the mining industry was reaching the
end of a prolonged downturn. As customer demand for
drilling services began to rapidly increase, we responded
by hiring and training drillers and support personnel in
Canada to expand our operating platform. This enabled
us to build market share during a highly active period for
drilling activity in our home market.
At the same time, we also initiated an international
expansion strategy, commencing with the establishment
of new operating subsidiaries in Chile and Ghana. In
fiscal 2016, we significantly advanced this program
through the acquisition of Captagua Ingeniería S.A.
in Chile, an established drilling company with more
than 50 years of operating history. We acquired
17 drill rigs and skilled personnel in this transaction and
increased our copper exposure, providing diversification
from gold, and strengthened our platform for growth
in the large South American market. We continued to
advance our international expansion this past year by
purchasing the drilling business of Projet Production
International BF in Burkina Faso. The acquisition
provided us with 13 surface drill rigs, support equipment,
existing customer contracts, and approximately
100 employees, thereby strengthening our platform
for growth in West Africa, one of the world’s most
prospective regions for gold exploration.
Our international expansion in Chile and West Africa
has been a success and has met our strategic
objectives. We have transformed Orbit Garant into a
more global mineral drilling company with enhanced
scale and diversification. Looking ahead,
the
acquisition methodology we employed in Chile, and
subsequently West Africa, will be a template for future
expansion plans when opportunities arise.
As our operations were expanding abroad with higher-
margin, profitable contracts, Canada continued to be a
challenge. We experienced lower productivity levels as
our new drillers gained experience, which negatively
impacted our margins.
With the strong recovery in demand for drilling
services in Canada last year, and with a larger and
more experienced drilling crew, we were confident
entering fiscal 2019 that our margins would improve.
Unfortunately, customer demand in Canada dropped
sharply early in the year.
While we have faced growing pains and uneven market
demand, the investments we have made in expanding
our capacity and global presence have positioned
us for greater long-term growth and profitability,
particularly as industry demand increases. To this end,
we are now seeing some positive signs.
Our revenue of $44.4 million in the fourth quarter
of fiscal 2019 was just slightly below our record
$44.5 million in the fourth quarter last year, reflecting
the increased customer demand we are now seeing
in the Canadian market. On the international front,
we are currently working on projects in the United
States, Argentina, Chile, Burkina Faso and Ghana.
With drilling projects in five countries outside of Canada,
this represents our most active period of international
activity. We believe the increase in demand we are
currently experiencing is supported by today’s higher
gold prices.
In late May 2019, the price of gold entered a sustained
rally, surpassing US$1,500 per ounce in August for
the first time in more than six years. At the time of
this report, the spot price of gold was approximately
1
With our expanded global operations and scale, solid
balance sheet, expertise in both surface and underground
drilling, vertically-integrated manufacturing capabilities,
highly experienced leadership team, and commitment
to innovation, we are well positioned to capitalize on the
improving outlook for our industry and generate stronger
margins and profitability for the benefit of our shareholders.
In closing, we extend our appreciation to all of
our employees and their families for their ongoing
commitment to the success of Orbit Garant. And
to our shareholders, we thank you for your continued
support.
Sincerely,
Paul Carmel
Chair
Eric Alexandre
President and Chief Executive Officer
US$1,492 per ounce, representing an increase
of approximately 25% from a year ago, and an
increase of approximately 42% from gold’s trailing
five-year price low in December 2015. Gold mining
companies can now generate significantly stronger
operating margins than was possible over the last
several years, and investor interest in these companies
has strengthened. Accordingly, junior, intermediate and
senior gold companies should experience improved
access to capital in the months ahead, enabling
them to deploy more capital to their exploration and
development budgets.
More broadly, the gold mining industry is under
pressure from declining reserves. Major discoveries
have been scarce over the last decade, and S&P
Global Market Intelligence projects that global gold
production will begin to decline after 2022. While
mineral exploration and development spending may
be volatile in the short term, this industry will require
significantly higher spending over the long term to
remain viable.
With approximately 70% of our revenue generated
from gold-related projects, and a strong presence in
Canada and other leading gold producing jurisdictions,
we are well positioned to benefit from an increase in
long-term demand.
As we pursue further growth and improved profitability,
our focus on innovation and leading-edge technology
remains a priority for us and a competitive advantage
in our industry. The foremost example of this is our
computerized monitoring and control technology. We
currently have 38 drill rigs outfitted with this technology,
all of which are either deployed in the field or being
mobilized for near-term deployment. These drills
increase accuracy and productivity, have long-lasting rig
components, and are ideal for training less experienced
drillers, who can increase their productivity at a faster
rate than on conventional drills.
2
MD&A and
Consolidated Financial
Statements
YEAR END AND FOURTH QUARTER FISCAL 2019
SEPTEMBER 18, 2019
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
2
MANAGEMENT’S DISCUSSION AND ANALYSIS
This Management Discussion and Analysis (“MD&A”) is a review of the results of operations, the liquidity and the
capital resources of Orbit Garant Drilling Inc. This discussion contains forward-looking statements. Please see
‘‘Forward-Looking Statements’’ for a discussion of the risks, uncertainties and assumptions relating to these
statements.
This MD&A should be read in conjunction with the audited consolidated financial statements for the fiscal years ended
June 30, 2019 (“Fiscal 2019”) and June 30, 2018 (“Fiscal 2018”) and the notes thereto which are available on the
SEDAR website at WWW.sedar.com.
The Company’s Fiscal 2019 audited consolidated financial statements and the accompanying notes were prepared in
accordance with International Financial Reporting Standards (“IFRS”). All amounts in this MD&A are in Canadian
dollars, except when otherwise noted.
In this MD&A, references to the “Company” or to “Orbit Garant” shall mean, as the context may require, either Orbit
Garant Drilling Inc. or Orbit Garant Drilling Inc. together with its wholly owned subsidiaries.
This MD&A is dated September 18, 2019. Disclosure contained in this document is current to that date unless
otherwise stated.
Percentage calculations are based on numbers in the Financial Statements and may not correspond to rounded figures
presented in this MD&A.
Additional information relating to the Company, including the Company’s Annual Information Form for the most recently
completed fiscal year, can be found on SEDAR at www.sedar.com.
FORWARD-LOOKING STATEMENTS
Securities laws encourage companies to disclose forward-looking information in order for investors to have a better
understanding of a company’s future prospects and make informed investment decisions.
This MD&A contains forward-looking statements about the Company’s objectives, strategies, financial condition,
results of operations, cash flows and businesses. These statements are “forward-looking” because they are based on
current expectations, estimates and assumptions about: the markets in which the Company operates; the world
economic climate as it relates to the mining industry; the Canadian economic environment; and the Company’s ability
to attract and retain customers and to manage its assets and operating costs.
Actual results could be materially different from expectations if known or unknown risks affect the business, or if
estimates or assumptions turn out to be inaccurate. The Company does not guarantee that any forward-looking
statement will materialize and, accordingly, the reader is cautioned not to place reliance on these forward-looking
statements.
The Company disclaims any intention and assumes no obligation to update any forward-looking statement, even if
new information becomes available, as a result of future events or for any other reasons except in accordance with
applicable securities laws. Risks that could cause the Company’s actual results to materially differ from its current
expectations are discussed in this MD&A. For a more complete discussion of the risk factors that could cause the
Company’s actual results to materially differ from its current expectations, please refer to the Company’s Annual
Information Form dated September 18, 2019, accessible via www.sedar.com.
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Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
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FISCAL 2019 SUMMARY
• Revenue of $152.8 million, compared to $173.1 million in Fiscal 2018
• Gross margin of 10.7%, compared to 12.4% in Fiscal 2018
• Adjusted gross margin(1) (excluding depreciation expense) of 16.4%, compared to 17.0% in Fiscal 2018
• EBITDA(1) of $8.3 million, compared to $14.7 million in Fiscal 2018
• Net loss was $3.5 million, compared to net earnings of $4.5 million in Fiscal 2018
• Metres drilled totalled 1,427,587, compared to 1,537,212 metres drilled in Fiscal 2018
(1) See Reconciliation of non-IFRS financial Measures
CORPORATE OVERVIEW
Orbit Garant (TSX: OGD) is one of the largest Canadian-based mineral drilling companies, with 235 drill rigs and more
than 1,300 employees. Headquartered in Val-d’Or, Québec, the Company provides both underground and surface
drilling services in Canada and internationally to major, intermediate and junior mining companies, through each stage
of mineral exploration, mine development and production. Orbit Garant also provides geotechnical and water drilling
services to mining or mineral exploration companies, engineering and environmental consultant firms, and government
agencies. The majority of Orbit Garant’s business activity is currently conducted in Canada. The Company has regional
offices and facilities in Sudbury, Ontario and Moncton, New Brunswick, to support its Canadian business activities.
Orbit Garant has worked on international projects in the United States, Mexico, Guyana, Chile, Argentina, Kazakhstan,
Burkina Faso, Liberia and Ghana. The Company has established international operating subsidiaries in: Winnemucca
(Nevada), U.S.A., Santiago, Chile; Lima, Peru; Georgetown, Guyana; Ouagadougou, Burkina Faso; and Takoradi,
Ghana, to support its international operations.
Orbit Garant has a comprehensive infrastructure that is vertically integrated with its Val-d’Or, Québec, based
subsidiary, Soudure Royale, which manufactures drill rigs for the Company and third parties. Soudure Royale provides
the Company with a competitive advantage in the provision of drilling services and equipment. Orbit Garant focuses
on “specialized drilling”, which refers to drilling projects that are in remote locations or, in the opinion of Management,
because of the scope, complexity or technical nature of the work, cannot be undertaken by smaller conventional drilling
companies.
The Company has two operating segments: Canada (including surface drilling, underground drilling and manufacturing
Canada), and International.
For Fiscal 2019:
• Specialized drilling services, which typically generate a higher gross margin than conventional drilling
services, accounted for approximately 55% of the Company’s total revenue, compared to 60% in Fiscal 2018.
• Approximately 68% of the Company’s revenues were generated by gold related operations, and
approximately 32% were generated by base metal related and other operations.
• Surface and underground drilling services accounted for approximately 52% and 48%, respectively, of the
Company’s revenue.
• Approximately 88% of Orbit Garant’s revenue was generated from major and intermediate mining company
projects, compared to 81% in Fiscal 2018. Orbit Garant’s drilling contracts with major and intermediate
customers are typically from one to five years in length.
• Approximately 72% of Orbit Garant’s revenue was generated from domestic drilling projects, and
approximately 28% was generated from international drilling contracts.
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Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
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MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
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BUSINESS COMBINATION
On October 11, 2018, Orbit Garant Drilling acquired the drilling business of Projet Production International
BF S.A.,(“PPI”) based in Burkina Faso, for a total purchase price of $8.3 million (US$6.4 million) (the “Acquisition”).
Through the Acquisition, Orbit Garant’s wholly-owned subsidiary, Orbit Garant BF S.A.S., (“Orbit Garant BF”) added
13 surface drills, related support equipment, and existing customer contracts in Burkina Faso. Orbit Garant BF also
retained approximately 100 employees, including experienced drillers and support personnel, who are based in Orbit
Garant BF’s offices in Ouagadougou, Burkina Faso. The Acquisition significantly strengthens Orbit Garant’s presence
in Burkina Faso and the broader West African mineral drilling market, positioning the Company to pursue new growth
opportunities.
The $8.3 million (US$6.4 million) purchase price was satisfied through $3.35 million (US$2.575 million) paid in cash
on closing, a balance of sale of $3.35 million (US$2.575 million) to be paid 12 months after the closing date, and the
issuance of Orbit Garant common shares valued at $1.6 million (US$1.25 million) (861,637 common shares at a price
of $1.89 per share). The results of operations for PPI from the acquisition date are included in Orbit Garant’s results
of operations for the three and twelve-month periods ended June 30, 2019.
BUSINESS STRATEGY
Orbit Garant’s goal is to be the leading Canadian-based mineral drilling company. This will be achieved through the
pursuit of both domestic and international market opportunities and through the provision of best-in-class underground
and surface drilling services, equipment and personnel for all stages of the mining and minerals business, including
exploration, development and production. The Company employs the following business strategies:
•
Focus primarily on major and well-financed intermediate mining and exploration companies operating in
stable jurisdictions;
• Provide conventional, specialized and geotechnical drilling services;
• Manufacture customized drills and equipment to fit the needs of customers;
• Maintain a commitment to technological innovation and advanced drilling technologies, such as the
Company’s current implementation of computerized monitoring and control technologies;
• Provide training for the Company’s personnel to continuously improve labour efficiency and the availability of
a skilled labour force;
• Maintain a high level of health and safety standards in the workplace and promote protection of the
environment;
• Establish and maintain long-term relationships with customers;
• Cross-sell drilling services to existing customers;
• Expand the Company’s base of operations in strategic regions, such as the Company’s acquisition of,
Orbit Garant Chile S.A. (“OG Chile”) based in Santiago, Chile, in December 2015, and the acquisition of the
drilling business of PPI in Ouagadougou, Burkina Faso in October 2018;
• Maintain a sound balance sheet and a judicious deployment of capital; and
• Evaluate strategic acquisition opportunities to enhance value for the Company’s stakeholders.
INDUSTRY OVERVIEW
Orbit Garant provides drilling services, in Canada and internationally, to the minerals industry through all stages of
mine development, from exploration through production. Client mining companies consist of major (or senior),
intermediate, and junior companies (which generally focus on exploration only). Mining companies’ budgets for
external drilling services, such as those offered by Orbit Garant, are typically determined by ferrous (iron) and non-
ferrous (precious and base) metals prices, and the availability of capital to finance exploration (particularly in the case
of juniors) and development programs, and/or ongoing mining operations.
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Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
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MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
5
Gold
Gold prices are determined by the balance between supply (primarily mine production) and the many sources of
demand including global demand for gold jewelry, investment demand, and to a much lesser extent, demand from
industrial applications.
The price of gold has increased significantly in 2019, trading at its highest levels since 2013. At the time of this report,
the spot price of gold was approximately US$1,492 per ounce. That represents an increase of approximately 16%
since the start of 2019, an increase of approximately 25% compared to 12 months ago, and an increase of
approximately 42% from its trailing five-year price low in December 2015.
Base Metals
Base metals’ prices generally reflect global economic conditions, as these metals are used primarily in infrastructure,
industrial and manufacturing applications. Demand from emerging markets, particularly China and India, has a major
influence on base metals markets. As emerging markets advance their economic development, their infrastructure and
industrial bases expand. Further, residents typically become more affluent, driving increased demand for manufactured
goods.
Aluminum, copper, lead, nickel and zinc are the primary base metals. At the time of this report, the price performance
of the primary base metals is mixed compared to 12 months ago. The spot prices of aluminum and copper are lower
compared to 12 months ago, the spot price of zinc is similar to its level 12 months ago, and the spot prices of lead and
nickel are higher. The spot price for copper, the metal widely considered to be the most sensitive to macroeconomic
activity, was approximately US$2.75 per pound a year ago and at the time of this report was approximately US$2.62
per pound, a decrease of 5%. The spot prices of copper, lead, nickel and zinc are currently near the mid-points of their
respective trailing five-year price ranges, while the spot price of aluminum is currently near the lower end of its trailing
five-year price range.
Iron Ore
Iron ore prices are determined by the global demand for steel, as more than 95% of mined iron ore is used to make
steel. As both the world’s largest consumer and producer of steel, China is widely regarded as having the most
influence on global iron ore market prices. Continuing urbanization of the world’s population, particularly in China and
India, the world’s most populous countries, is fueling global steel consumption, and long-term demand is expected to
continue to trend higher. In the short term, the spot price of iron ore is principally affected by seasonal effects, short
term mismatches between supply and demand and other factors. At the time of this report, the spot price of iron ore
was approximately US$94 per tonne, compared to approximately US$69 per tonne one year ago. The spot price of
iron ore is currently near the upper end of its trailing five-year price range.
Market Participants
The mining sector began to recover from a prolonged downturn in early 2016. Metal prices increased, driving higher
mining equity valuations and increased financing activity. However, the recovery paused in mid-2018 as metal prices
declined. In late May 2019, the price of gold entered into a sustained rally, surpassing US$1,500 an ounce in August
for the first time in more than six years. Accordingly, the share valuations of gold mining companies have increased
significantly, as reflected by the more than 30% increase in the S&P/TSX Global Gold Index (May 31, 2019 to
September 18, 2019). The performance of the base metals has been mixed during 2019 and the stock performance
of base metal mining companies, has generally lagged gold mining companies. The S&P/TSX Global Base Metals
Index was down approximately 2% from May 31, 2019 to September 18, 2019.
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Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
6
TSX / TSX-V Mining Sector Financings (2008 to the eight months ended August 31, 2019)
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2008
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2012
2013
2014
2015
2016
2017
2018
YTD
2019
Financings - TSXV
Financings - TSX
Equity Capital Raised - TSXV
Equity Capital Raised - TSX
Overall, mining financing activity has slowed in 2019 relative to 2018. According to TMX Group, mining companies
listed on the Toronto Stock Exchange (“TSX”) and the TSX-Venture Exchange completed 802 financings in the first
eight months of 2019, raising an aggregate of $3.3 billion of equity capital, compared to 849 financings that raised
$5.0 billion of equity capital in the first eight months of 2018, and 947 financings that raised $4.9 billion of equity capital
in the first eight months of 2017. Despite the overall lower levels of mining financing to date in 2019, activity has
rebounded after a slow start to the year. The month of August was notably strong, as mining companies on the two
exchanges completed 137 financings that raised $1.4 billion of equity capital, including two financings for a base metals
company that totalled $679 million.
According to research from S&P Global Market Intelligence’s Corporate Exploration Strategies series (March 2019),
global exploration budgets for nonferrous metals increased 19% to an estimated US$10.1 billion in 2018, compared to
US$8.5 billion in 2017. This represented the second consecutive annual increase in global nonferrous exploration
budgets, following four consecutive years of declining expenditures. S&P expects global exploration budgets for
nonferrous metals to increase by an additional 5% to 10% in 2019.
OVERALL PERFORMANCE
Revenue for the Fiscal year ended June 30, 2019 was $152.8 million, compared to $173.1 million in Fiscal 2018.
Gross margin percentage for Fiscal 2019 was 10.7%, compared to 12.4% for Fiscal 2018.
Drilling volume in Fiscal 2019 was 1,427,587 metres, compared to 1,537,212 metres drilled in Fiscal 2018.
The decrease in revenue and gross margins contributed to a net loss of $3.5 million, or $0.09 per share, for Fiscal
2019, compared to net earnings of $4.5 million, or $0.12 per share, for Fiscal 2018. Earnings before interest, taxes,
depreciation and amortization (“EBITDA” – see Reconciliation of non-IFRS financial measures) totalled $8.3 million in
Fiscal 2019, compared to $14.7 million in Fiscal 2018.
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YEAR END AND FOURTH QUARTER 2019
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Results of operations for the year ended June 30, 2019
FISCAL YEAR ENDED JUNE 30
* ($millions)
Fiscal 2019
Fiscal 2018
2019 vs. 2018
Variance
Revenue *
Gross profit *
Gross margin (%)
Adjusted gross margin (%) (1)
Net earnings (loss) *
Net earnings (loss) per common share - Basic ($)
- Diluted ($)
EBITDA * (2)
152.8
16.3
10.7
16.4
(3.5)
(0.09)
(0.09)
8.3
173.1
21.5
12.4
17.0
4.5
0.12
0.12
14.7
(20.3)
(5.2)
(1.7)
(0.6)
(8.0)
(0.21)
(0.21)
(6.4)
Metres drilled
1,427,587
1,537,212
(109,625)
(1) Reflects gross margin, excluding depreciation expenses. See “Reconciliation of non-IFRS financial measures”
(2) EBITDA = Earnings before interest, taxes, depreciation and amortization. See “Reconciliation of non-IFRS financial measures.”
During Fiscal 2019, Orbit Garant drilled 1,427,587 metres, compared to 1,537,212 metres drilled in Fiscal 2018. The
Company’s average revenue per metre drilled in Fiscal 2019 was $106.74, compared to $112.29 in Fiscal 2018. The
decrease in average revenue per metre drilled is primarily attributable to a lower proportion of specialized international
drilling activity, which is priced at a higher rate than the conventional drilling.
The Company had 235 drill rigs as at June 30, 2019, compared to 221 drill rigs at the end of Fiscal 2018. During
Fiscal 2019, Soudure Royale manufactured four new computerized drill rigs, while three conventional drill rigs were
dismantled. Orbit Garant currently has 38 drill rigs outfitted with computerized monitoring control technology. The
Company also added 13 conventional surface drill rigs through the acquisition of the drilling business of PPI in Burkina
Faso in Q2 FY2019.
Metres Drilled
Number of Drills
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Average Revenue per Metre Drilled
SELECTED ANNUAL FINANCIAL INFORMATION
For the year ended June 30 *($millions)
Fiscal 2019
Fiscal 2018
Fiscal 2017
Contract revenue
Drilling Canada *
Drilling International *
Total *
Gross profit *
Gross margin (%)
Adjusted gross margin (%) (1)
Net earnings (loss) *
Net earnings (loss) per common share ($)
Net earnings (loss) per common share diluted ($)
Total assets *
Long term debt including current portion *
EBITDA * (2)
EBITDA % (2)
Total metres drilled (million)
109.5
43.3
152.8
16.3
10.7
16.4
(3.5)
(0.09)
(0.09)
134.7
29.6
8.3
5.4
1.4
120.9
52.2
173.1
21.5
12.4
17.0
4.5
0.12
0.12
123.3
20.0
14.7
8.5
1.5
99.3
25.9
125.2
8.0
6.4
13.4
(5.9)
(0.17)
(0.17)
111.4
17.0
2.7
2.2
1.3
(1) Reflects gross margin, excluding depreciation expenses. See “Reconciliation of non-IFRS financial measures”
(2) EBITDA = Earnings before interest, taxes, depreciation and amortization. See “Reconciliation of non-IFRS financial measures”.
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Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
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RESULTS OF OPERATIONS
FISCAL 2019 COMPARED TO FISCAL 2018
Contract Revenue
Revenue in Fiscal 2019 totalled $152.8 million, compared to $173.1 million in Fiscal 2018. The decrease in revenue
was primarily attributable to a decline in drilling activities in Canada and Chile.
Canada revenue was $109.5 million in Fiscal 2019, a decrease of $11.4 million, or 9.4%, from $120.9 million in Fiscal
2018. The decrease was primarily attributable to a decline in metres drilled.
International revenue totalled $43.3 million in Fiscal 2019, compared to $52.2 million in Fiscal 2018, a decrease of
$8.9 million, or 17.0%. International includes $26.1 million in revenues from Chile in Fiscal 2019, compared to
$41.6 million in Fiscal 2018. The decrease in international revenue is primarily attributable to the conclusion of a
large drilling contract in Chile during the third quarter of Fiscal 2018 (“Q3 FY 2018”), and the conclusion of an additional
multi-year drilling contract in Chile at the beginning of the fourth quarter of Fiscal 2019 (“Q4 FY2019”). The decline
was partially offset by an increase in drilling activity in Burkina Faso, attributable to the acquisition of the drilling
business of PPI in the second quarter of Fiscal 2019 (“Q2 FY2019”) and new projects in Argentina and Ghana.
Gross Profit and Margins (see Reconciliation of non-IFRS Financial measures)
Gross profit for Fiscal 2019 was $16.3 million, compared to $21.5 million in Fiscal 2018. Gross margin was 10.7%
compared to 12.4% in Fiscal 2018. Depreciation expenses totalling $8.8 million are included in cost of contract revenue
for Fiscal 2019, compared to $7.9 million in Fiscal 2018. Adjusted gross margin, excluding depreciation expenses, was
16.4% in Fiscal 2019, compared to 17.0% in Fiscal 2018. The decrease in gross profit, gross margin and adjusted
gross margin was primarily attributable to lower overall drilling volume in Canada, partially offset by improved gross
profit and margins in international operations, as the Company concluded a large non-profitable drilling contract in
Chile during Q3 FY2018, and benefitted from increased drilling activities in Burkina Faso.
General and Administrative Expenses
General and administrative (G&A) expenses were $17.3 million (representing 11.3% of revenue) in Fiscal 2019,
compared to $15.8 million (representing 9.1% of revenue) in Fiscal 2018. The increase in G&A expenses is primarily
attributable to $1.1 million of acquisition and integration costs related the acquisition of the drilling business of PPI in
Q2 FY2019.
Operating Results
Earnings from operations for Fiscal 2019 were $3.5 million, compared to earnings from operations of $9.4 million in
Fiscal 2018.
Drilling Canada’s operating loss of $2.9 million in Fiscal 2019, compared to operating earnings of $6.3 million in Fiscal
2018, was primarily attributable to lower drilling volumes.
Drilling International’s operating earnings totalled $6.4 million in Fiscal 2019, compared to $3.1 million in Fiscal 2018.
The increase was primarily attributable to the conclusion of a large, non-profitable drilling contract in Chile in
Q3 FY2018 and an increase in drilling activities in Burkina Faso.
11
Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
10
Foreign Exchange Loss (Gain)
Foreign exchange loss was $0.7 million in Fiscal 2019, compared to a foreign exchange gain of $0.3 million in Fiscal
2018.
EBITDA (see Reconciliation of non-IFRS financial measures)
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) totalled $8.3 million in Fiscal 2019,
compared to $14.7 million in Fiscal 2018. EBITDA represented 5.4% of sales in Fiscal 2019, compared to 8.5% of
sales in Fiscal 2018. The decline in EBITDA is primarily attributable to lower drilling volumes in Canada and to
$1.1 million of acquisition and integration costs related to the acquisition of the drilling business of PPI in Q2 FY2019.
Financial Expenses
Interest costs related to long-term debt and bank charges were $2.1 million in Fiscal 2019, compared to $1.7 million
in Fiscal 2018.
Income Tax (Recovery)
Income tax recovery was $0.3 million for Fiscal 2019, in line with Fiscal 2018. The effective tax rate for the year was
positively impacted mainly by the use of unrecognized tax losses for OG Chile during Fiscal 2018.
Net Earnings (Loss)
The Company’s net loss for Fiscal 2019 was $3.5 million, or $0.09 per share, compared to net earnings of $4.5 million,
or $0.12 per share, in Fiscal 2018. Lower gross profit and margins, as discussed above, contributed to the Company’s
net loss for Fiscal 2019. The Company’s net loss for Fiscal 2019 also included $1.1 million of acquisition and integration
costs, before income taxes, related to the acquisition of the drilling business of PPI in Q2 FY2019 (or $0.8 million of
acquisition and integration costs, net of income taxes).
SUMMARY ANALYSIS OF FISCAL 2018 COMPARED TO FISCAL 2017
Revenue for Fiscal 2018 totalled $173.1 million, compared to $125.2 million for the fiscal year ended June 30, 2017
(“Fiscal 2017”), representing an increase of $47.9 million, or 38.3%. Higher revenue in Fiscal 2018 was attributable to
an increase in metres drilled in Canada and internationally, and a higher proportion of specialized drilling activities.
Gross profit for Fiscal 2018 was $21.5 million, compared to $8.0 million in Fiscal 2017. Gross margin for Fiscal 2018
was 12.4% compared to 6.4% in Fiscal 2017. Adjusted gross margin, excluding depreciation expenses, was 17.0% in
Fiscal 2018, compared to 13.4% in Fiscal 2017. The increase in gross profit, gross margin and adjusted gross margin
was primarily attributable to higher drilling volumes in both Canada and International, increased specialized drilling
activities in Chile and higher pricing on certain contracts in Canada.
Net earnings in Fiscal 2018 totalled $4.5 million, or $0.12 per share, compared to a net loss of $5.9 million, or $0.17 per
share, in Fiscal 2017. Higher gross profit and margins, as discussed above, contributed to the Company’s net earnings
for Fiscal 2018.
12
Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
11
OVERALL PERFORMANCE
SUMMARY OF QUARTERLY RESULTS
* ($millions)
Contract revenue *
Gross profit (1)*
Gross margin %
Net earnings (loss) *
Net earnings
(loss) per
common share ($)
- Basic
- Diluted
Fiscal 2019
Fiscal 2018
June 30
Mar. 31
Dec. 31
Sept. 30
June 30
Mar. 31
Dec. 31
Sept. 30
44.4
4.7
10.6
(0.8)
(0.02)
(0.02)
37.4
3.1
8.2
(1.4)
(0.04)
(0.04)
33.7
2.9
8.6
(1.7)
(0.04)
(0.04)
37.3
5.6
15.0
0.4
0.01
0.01
44.5
7.5
16.8
3.3
0.09
0.09
43.1
2.2
5.2
(1.3)
(0.04)
(0.04)
43.0
5.1
11.7
0.8
0.02
0.02
42.5
6.7
15.9
1.7
0.05
0.05
(1) Includes amortization and depreciation expenses related to operations.
SEASONALITY
The Company’s quarterly revenue reflects certain seasonal factors. In underground drilling operations, scheduled mine
shutdowns over holiday and summer periods at some locations reduce revenue during these periods. In domestic and
international surface drilling operations, weather conditions often cause drilling programs to pause, or to be planned
around seasonal fluctuations.
ANALYSIS OF THE FOURTH QUARTER OF FISCAL 2019 COMPARED TO THE FOURTH QUARTER OF
FISCAL 2018
Contract Revenue
Revenue for the three-month period ended June 30, 2019 (“Q4 FY2019”) totalled $44.4 million, compared to
$44.5 million for the quarter ended June 30, 2018 (“Q4 FY2018”).
Canada revenue totalled $ 31.6 million in Q4 FY2019, compared to $30.4 million in Q4 FY2018, reflecting increased
specialized drilling activity, which is typically charged at a higher rate.
International revenue decreased to $12.8 million in Q4 FY2019, compared to $14.1 million in Q4 FY2018. The
decrease in International revenue was primarily attributable to lower revenue in Chile ($5.6 million in Q4 FY2019
compared to $11.4 million in Q4 FY2018), reflecting the completion of a multi-year drilling contract at the beginning
of Q4 FY2019, partially offset by new drilling projects in Chile, Argentina, Burkina Faso and Ghana.
Gross Profit and Margins (see Reconciliation of non-IFRS financial measures)
Gross profit for Q4 FY2019 was $4.7 million, a decrease of $2.8 million from $7.5 million in Q4 FY2018. Gross margin
for Q4 FY2019 was 10.6% compared to 16.8% in Q4 FY2018. Depreciation expenses totalling $2.3 million are included
in the cost of contract revenue for Q4 FY2019, compared to $2.0 million in Q4 FY2018. Adjusted gross margin,
excluding depreciation expenses, was 15.8% in Q4 FY2019, compared to adjusted gross margin of 21.2% in
Q4 FY2018. Lower gross profit, gross margins, and adjusted gross margins reflect lower productivity levels on certain
contracts and the ramp up of both new and existing drilling projects in Canada, and the conclusion of the large contract
in Chile.
13
Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
12
General and Administrative Expenses
G&A expenses were $4.4 million (representing 9.8% of revenue) in Q4 FY2019, compared to $3.8 million (representing
8.6% of revenue) in Q4 FY2018. G&A expenses in Q4 FY2019 include $0.2 million of acquisition and integration costs
related to the Company’s acquisition of the drilling business of PPI in Q2 FY2019.
Operating Results
Earnings from operations for Q4 FY2019 were $1.4 million, compared to operating earnings of $4.4 million in
Q4 FY2018.
Drilling Canada’s operating loss totalled $0.6 million, compared to operating earnings of $1.8 million in Q4 FY2018,
reflecting lower productivity rates as discussed above.
Drilling International’s operating earnings totalled $2.0 million, compared to operating earnings of $2.6 million in
Q4 FY2018. This decrease was primarily attributable to a lower proportion of specialized drilling activity.
Foreign Exchange Loss (Gain)
Foreign exchange loss was $0.4 million in Q4 FY2019, compared to a loss of $0.3 million in Q4 FY2018.
EBITDA (see Reconciliation of non-IFRS financial measures)
EBITDA totalled $2.6 million in Q4 FY2019, compared to $5.5 million in Q4 FY2018.
Financial Expenses
Interest costs related to long-term debt and bank charges were $0.6 million in Q4 FY2019, compared to $0.4 million
in Q4 FY2018.
Income Tax (Recovery)
Income tax was $0.2 million in Q4 FY2019, compared to an income tax recovery of $0.2 million in Q4 FY2018. The
tax recovery for Q4 FY2018 was positively impacted by the use of unrecognized tax losses for OG Chile.
Net Earnings (Loss)
Net loss for Q4 FY2019 was $0.8 million, or $0.02 per share, compared to net earnings of $3.3 million, or $0.09 per
share, in Q4 FY2018. Lower gross profit and margins, as discussed above, contributed to the Company’s net loss for
Q4 FY2019.
EFFECT OF EXCHANGE RATE
The Company realizes portions of its business activities in the following foreign currencies: US dollars (“US”), Chilean
Pesos (“CLP”), Ghanaian cedi (“GHS”) and West African Francs (“XOF”), and is thus exposed to foreign exchange
fluctuations. Orbit Garant does not actively manage this risk. As at June 30, 2019, the Company had cash in US
dollars for an amount of US$0.9 million (June 30, 2018, US$0.5 million) and accounts receivable in US dollars for an
amount of US$1.8 million (June 30, 2018, US$1.3 million). The Company had cash in Chilean Pesos for an amount of
CLP$197,343,690 (June 30, 2018, CLP$832,879,752) and accounts receivable in Chilean Pesos for an amount of
CLP$2,961,013,695 (June 30, 2018, CLP$2,907,515,452). The Company had cash in GHS for an amount of
GHS 130,004 (June 30, 2018, GHS 625,294) and accounts receivable in GHS for an amount of GHS 8,419,607
14
Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
13
(June 30, 2018, GHS 4,549,573). The Company had cash in West African Francs XOF for an amount of
XOF 223,581,125 (June 30, 2018, XOF137,871,643) and accounts receivable in West African Francs XOF for an
amount of XOF 2,180,876,102 (June 30, 2018, XOF608, 226,530).
As at June 30, 2019, the Company has estimated that a 10% increase or decrease of the US exchange rate would
have caused a corresponding annual increase or decrease in net earnings (loss) and comprehensive earnings (loss)
of $0.2 million (June 30, 2018, $0.2 million); a 10% increase or decrease of the Chilean Pesos exchange rate would
have caused a corresponding annual increase or decrease in net earnings (loss) and comprehensive earnings (loss)
of $0.4 million (June 30, 2018, $0.5 million); a 10% increase or decrease of the GHS exchange rate would have caused
a corresponding annual increase or decrease in net earnings (loss) and comprehensive earnings (loss) of $0.2 million
(June 30, 2018, $0.1 million); and a 10% increase or decrease of the XOF exchange rate would have caused a
corresponding annual increase or decrease in net earnings (loss) and comprehensive income of $0.1 million
(June 30, 2018, $0.1 million).
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
Cash flow from operations (before changes in non-cash operating working capital items, finance costs and income
taxes paid), was $8.5 million in Fiscal 2019, compared to $14.8 million in Fiscal 2018.
The change in non-cash operating working capital items was an outflow of $5.9 million, compared to an outflow of
$3.9 million in Fiscal 2018.The change in non-cash operating working capital in Fiscal 2019 was primarily attributable
to:
•
•
•
$4.5 million related to an increase in accounts receivable and prepaid expenses, and
$1.9 million related to an increase in inventory to support level of operation, partially offset by
$0.5 million related to an increase in accounts payable.
Investing Activities
Cash used in investing activities totalled $11.2 million in Fiscal 2019, compared to $8.2 million in Fiscal 2018. During
Fiscal 2019, $3.4 million was used for the acquisition of the drilling business of PPI and $8.3 million was used for the
acquisition of property, plant and equipment, partially offset by a cash inflow of $0.4 million on disposal of investments,
property, plant and equipment. In Fiscal 2018, $8.6 million was used for the acquisition of property, plant and
equipment, partially offset by a cash inflow of $0.5 million on disposal of investments, property, plant and equipment.
Financing Activities
During Fiscal 2019, the Company generated $10.3 million from financing activities, compared to $3.2 million in Fiscal
2018.
Orbit Garant’s primary sources of liquidity are cash flow from operations and borrowings under a credit facility (the
“Credit Facility”) with National Bank of Canada Inc. (“National Bank”). On December 12, 2018, the Company and
National Bank entered into a Third Amended and Restated Credit Agreement in respect of the Credit Facility and on
June 28, 2019 the Company and National Bank entered into an amendment to the Third Amended and Restated Credit
Agreement. Pursuant to the Third Amended and Restated Credit Agreement, as amended, the Credit Facility consists
of a $35.0 million revolving credit facility and a US$5.0 million revolving credit facility. The current term of the Credit
Facility expires November 2, 2021.
The Company withdrew a net amount of $7.2 million during Fiscal 2019 on its Credit Facility, compared to a withdrawal
of $4.5 million in Fiscal 2018. The Company’s long-term debt, including the current portion, was $25.3 million as at
15
Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
14
June 30, 2019, compared to $18.1 million as at June 30, 2018. The Company’s debt was incurred to support working
capital requirements, the financing of the acquisition of certain assets of PPI in Q2 FY2019 and the acquisition of
capital assets, property, plant and equipment.
The Company made finance lease payments of $0.2 million, compared to $0.7 million in Q4 FY2018.
As at June 30, 2019, the Company’s working capital was $55.1 million, compared to $53.3 million as at June 30, 2018.
The Company’s working capital requirements are primarily related to the funding of inventory and the financing of
accounts receivable.
The Company believes that it will be able to generate sufficient cash flow to meet its current and future working capital
expenditures and debt obligations. The Company’s principal capital expenditures are related to the acquisition of drill
rigs and property, plant and equipment.
Sources of Financing
As at June 30, 2019, the Company complied with all covenants in the Credit Facility and in the EDC Loan Agreement.
Orbit Garant’s primary sources of liquidity are cash flow from operations and borrowings under its Credit Facility. As
at June 30, 2019, the Company had drawn $25.3 million ($18.1 million as at June 30, 2018) under the Credit Facility.
Availability under the main revolving facility under the Credit Facility is subject to a borrowing base that is determined
by the value of the Company’s inventory, accounts receivable and real estate. All of Orbit Garant’s assets are pledged
as security for the Company’s obligations under the Credit Facility. In addition, the Company’s obligations under the
US$5.0 million revolving credit facility are guaranteed by Export Development Canada (“EDC”).
The Amended and Restated Credit Facility contains covenants that limit the Company’s ability to undertake certain
actions without prior approval of the Lender, including: i) mergers, liquidations, dissolutions and changes of ownership;
ii) the incurrence of additional indebtedness; iii) encumbering the Company’s assets; iv) guarantees, loans,
investments and acquisitions that may be made by the Company; v) investing in or entering into derivative instruments,
paying dividends and/or making other capital distributions to related parties; vi) capital expenditures exceeding
mutually agreed upon limits; and vii) certain asset sales. The Credit Facility also contains a number of financial
covenants that the Company must comply with. In addition, the Credit Facility will mature no later than November 2,
2021.
On December 20, 2018 the Company entered into a Loan Agreement with Export Development Canada (the “EDC
Loan Agreement”) for a term loan in the principal amount of up to US$5,150,000 for the purposes of financing the
Company’s acquisition of certain assets of PPI that was completed on October 11, 2018. The Company will be required
to repay this loan in 57 consecutive monthly installments starting in May 2019, maturing January 2024. The Company’s
obligations under the EDC Loan Agreement are secured by a third ranking hypothec over all of the Company’s assets.
On January 21, 2019, an initial drawdown of US$2,575,000 was used to reduce the amount drawn from the Company’s
Credit Facility. The Company’s long-term debt under EDC Loan, including the current portion, was $3.2 million as at
June 30, 2019.
The Company believes that it will be able to generate sufficient cash flow to meet its current and future working capital
expenditures and debt obligations. The Company’s principal capital expenditures are related to the acquisition of drill
rigs and other assets included in property, plant and equipment.
16
Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
15
As at June 30, 2019 the Company had future contractual obligations as follows:
*($thousands)
Long-term debt and
finance leases*
Operating leases *
Total *
Total
Less than 1 year
2-3 years
4-5 years
Subsequent years
-
29,862
2,437
32,299
1,400
712
2,112
27,438
650
28,088
1,024
350
1,374
725
725
OUTSTANDING SECURITIES AS AT SEPTEMBER 18, 2019
Number of common shares
Number of options
Fully diluted
37,021,756
2,960,500
39,982,256
On October 11, 2018, the Company issued 861,637 common shares in partial payment for the acquisition in Burkina
Faso as described in “Business Combination”. On December 5, 2018, the Company issued 500,000 options at an
exercise price of $1.73. In April 2019, 13,000 options were exercised and 23,000 were cancelled.
RELATED PARTY TRANSACTIONS
Transactions with related parties
The Company is related to Dynamitage Castonguay Ltd., a company in which a director has an interest.
On February 28, 2017, the Company granted a loan maturing no later than February 28, 2019 for the amount of
$1.2 million to the President and Chief Executive Officer in connection with the exercise of his option to purchase
942,000 shares of Orbit Garant Drilling Inc. The loan bears interest at a rate of 4% annually and is secured by a pledge
of shares and guarantee from 6705570 Canada Inc. On December 15, 2017, the President and Chief Executive Officer
repaid an amount of $0.6 million and on December 19, 2018 he repaid the balance of the loan and accrued interest
for an amount of $0.7 million.
During the twelve-month periods ended June 30, 2019 and June 30, 2018, the Company entered into the following
transactions with its related company and with persons related to directors:
*($thousands)
Revenue*
Expenses*
12 months ended
June 30, 2019
266
151
12 months ended
June 30, 2018
283
131
As at June 30, 2019, an amount of $0.1 million was a receivable resulting from these transactions ($0.8 million as at
June 30, 2018).
All of these related party transactions made in the normal course of business measured at the exchange amount,
which is the amount established and agreed to by the parties.
17
Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
16
Key management personnel and directors’ transactions
The definition of key management includes the close members of the family of key personnel and any entity over which
key management exercises control. The key management personnel have been identified as directors of the Company
and key management staff. Close members of family are those family members who may be expected to influence, or
be influenced by that individual in their dealings with the Company.
Compensation paid to key management personnel and directors are as follows:
*($thousands)
Salaries and fees *
Share-based compensation*
Total*
12 months ended
June 30, 2019
1,877
200
2,077
12 months ended
June 30, 2018
1,734
236
1,970
CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGMENTS
The significant accounting policies are described in note 4 of the Fiscal 2019 audited consolidated financial statements.
The preparation of financial statements in accordance with IFRS requires the Company's Management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets
and contingent liabilities on the reporting date, and amounts of revenues and expenses for the relevant period.
Although Management regularly reviews its estimates, actual results may differ. The impact of changes to accounting
estimates is recognized in the period during which the change occurs, and in the affected future periods, when
applicable. Areas in which the estimates and assumptions are significant, or which are complex, are presented as
follows:
A- CRITICAL ACCOUNTING ESTIMATES
Inventories
Inventory is measured at the lower of cost and net realizable value. In estimating net realizable values, Management
takes into account the most reliable evidence available at the time the estimates are made. Net realizable value is
determined using the estimated selling price less estimated costs to complete the sale. Used and revised inventories
are valued at 50% and 75% of cost respectively. The amount of the write-down of inventories can be reversed when
the circumstances that led to the write-down charge in the past no longer exists.
Business combinations
On initial recognition, the assets and liabilities of the acquired business are included in the consolidated statement of
financial position of the Company at their fair values. In measuring fair value, Management uses estimates about future
cash flows and discount rates, however, the actual results may vary.
Impairment of non-financial assets
The Company also uses its judgment to determine whether an impairment test must be performed due to the presence
of potential impairment indicators. In applying its judgment, the Company relies primarily on its knowledge of its
business and the economic environment. As at June 30, 2019, the Company concluded that there were impairment
indicators, and it performed an impairment test. No impairment was recognized as a result of this test. Significant
management estimates are required to determine the recoverable amount of the cash-generating unit ("CGU")
including estimates of fair value of certain assets and selling cost. Differences in estimates could affect whether
tangible and intangible assets are in fact impaired and the dollar amount of that impairment. Significant assumptions
18
Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
17
used by management include to determine the fair value of certain assets based on year, model and condition at the
date of valuation.
Income taxes
The Company is subject to income taxes in various jurisdictions. Judgement is required in determining the worldwide
provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is
uncertain. The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether additional
taxes will be due in the future. Where the final tax outcome of these matters is different from the amounts that were
initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in
which such determination is made. Management periodically evaluates positions taken in tax returns with respect to
situations in which applicable tax regulation is subject to interpretation. It establishes provisions, where appropriate,
on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax assets
The assessment of the probability in which deferred tax assets can be utilized is based on the Company’s latest
approved budget forecast, which is adjusted for significant non-taxable income (and expenses) and specific limits to
the use of any unused tax loss or credit. The tax rules in the numerous jurisdictions in which the Company operates
are also carefully taken into consideration. If a forecast of taxable income indicates the probable use of a deferred tax
asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full. The
recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed
individually by Management based on specific facts and circumstances.
B- JUDGEMENTS
Functional currency
In determining the functional currency of its foreign subsidiaries, the Company needs to evaluate different factors such
as the currency that mainly influences sales prices and costs, the economic environment and the degree of autonomy
of the subsidiary. Following the evaluation of the different factors, when the functional currency is not obvious, the
Company uses its judgment to determine the functional currency that most faithfully represents the economic effects
of the underlying transactions, events and conditions.
STANDARDS AND INTERPRETATIONS ADOPTED
The following standards and amendments to existing standards have been adopted by the Company on July 1, 2018:
IFRS 9 – Financial Instruments
IFRS 15 – Revenue from Contracts with Customers
•
•
• Amendments to IFRS 2 – Classification and Measurement of Share-based Payment Transactions.
•
IFRIC Interpretation 22 – Foreign Currency Transaction and Advance Consideration.
RECENT ACCOUNTING PRONOUNCEMENTS
The Company has not early adopted the following new standards that have been issued, but are not yet effective:
•
•
IFRS 16 – Leases
The Company is still evaluating the impact of the adoption of this standard on its consolidated financial
statements.
IFRIC 23 – Uncertainty over Income Tax Treatments
The Company does not expect IFRIC 23 to have a material impact on its consolidated financial statements.
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Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
18
RECONCILIATION OF NON - IFRS FINANCIAL MEASURES
Financial data has been prepared in conformity with IFRS. However, certain measures used in this discussion and
analysis do not have any standardized meaning under IFRS and could be calculated differently by other companies.
The Company believes that certain non-IFRS financial measures, when presented in conjunction with comparable
IFRS financial measures, are useful to investors and other readers because the information is an appropriate measure
to evaluate the Company’s operating performance. Internally, the Company uses this non-IFRS financial information
as an indicator of business performance. These measures are provided for information purposes, in addition to, and
not as a substitute for, measures of financial performance prepared in accordance with IFRS.
EBITDA:
Net earnings (loss) before interest, taxes, depreciation and amortization.
Adjusted gross profit and margin: Contract revenue less operating costs. Operating expenses comprise material and
service expenses, personnel expenses, other operating expenses, excluding
depreciation.
EBITDA
Management believes that EBITDA is an important measure when analyzing its operating profitability, as it removes
the impact of financing costs, certain non-cash items and income taxes. As a result, Management considers it a useful
and comparable benchmark for evaluating the Company’s performance, as companies rarely have the same capital
and financing structure.
Reconciliation of EBITDA
(unaudited)
(in millions of dollars)
Net earnings (loss) for
the period
Add:
Finance costs
Income tax expense
(recovery)
Depreciation and
amortization
EBITDA
3 months ended
June 30, 2019
3 months ended
June 30, 2018
12 months ended
June 30, 2019
12 months ended
June 30, 2018
12 months ended
June 30, 2017
(0.8)
3.3
0.6
0.2
2.6
2.6
0.4
(0.2)
2.0
5.5
(3.5)
2.1
(0.3)
10.0
8.3
4.5
1.7
(0.3)
8.8
14.7
(5.9)
1.0
(2.0)
9.6
2.7
Adjusted Gross Profit and Margin
Although adjusted gross profit and margin are not recognized financial measures defined by IFRS, Management
considers them to be important measures as they represent the Company’s core profitability, without the impact of
depreciation expense. As a result, Management believes they provide a useful and comparable benchmark for
evaluating the Company’s performance.
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Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
YEAR END AND FOURTH QUARTER 2019
MANAGEMENT’S DISCUSSION AND ANALYSIS Orbit Garant Drilling Inc.
19
Reconciliation of Adjusted Gross Profit and Margin
(unaudited)
(in millions of dollars)
Contract revenue
Cost of contract revenue
(including depreciation)
Less depreciation
Direct costs
Adjusted gross profit
Adjusted gross margin (%) (1)
3 months
ended
June 30, 2019
44.4
3 months
ended
June 30, 2018
44.5
12 months
ended
June 30, 2019
152.8
12 months
ended
June 30, 2018
173.1
12 months
ended
June 30, 2017
125.2
39.7
(2.3)
37.4
7.0
15.8
37.1
(2.0)
35.1
9.4
21.2
136.5
(8.8)
127.7
25.1
16.4
151.6
(7.9)
143.7
29.4
17.0
117.1
(8.7)
108.4
16.8
13.4
(1) Adjusted gross profit, divided by contract revenue X 100
RISK FACTORS
The following are certain factors relating to the Company’s business and the industry within which it operates. The
following information is a summary only of certain risk factors and is qualified in its entirety by reference to, and should
be read in conjunction with, the detailed information appearing elsewhere in this report and in the Company’s Annual
Information Form dated September 18, 2019. These risks and uncertainties are not the only ones relevant to the
Company. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems
immaterial, may also impair the operations of the Company. If any such risks actually occur, the business, financial
condition, liquidity and results of operations of the Company could be affected materially and adversely.
Risk Related to Structure to the Business and Industry
Cyclical Downturns
Demand for drilling services and products depends significantly on the level of mineral exploration and development
activities conducted by mining companies, which in turn, are driven significantly by commodity prices. There is a
continued risk that low commodity prices could substantially reduce future exploration and drilling expenditures by
mining companies, which in turn, could result in a decline in the demand for the drilling services offered by the Company
and would materially impact the Company’s revenue, financial condition, cash flows and growth prospects.
Sensitivity to General Economic Conditions
The operating and financial performance of Orbit Garant is influenced by a variety of international and country-specific
general economic and business conditions (including inflation, interest rates and exchange rates), access to debt and
capital markets, as well as, monetary and regulatory policies. Deterioration in domestic or international general
economic conditions, including an increase in interest rates or a decrease in consumer and business demand, could
have a material adverse effect on the financial performance and condition, cash flows and growth prospects of the
Company.
Reliance on and Retention of Employees
In addition to the availability of capital for equipment, a key limiting factor in the growth of drilling services companies
is the supply of qualified drillers, on whom the Company relies upon to operate its drills. As such, the ability to attract,
train and retain high quality drillers is a high priority for all drilling services providers. A failure by the Company to retain
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qualified drillers or attract and train new qualified drillers could have a material adverse effect on the Company’s
financial performance, financial condition, cash flows and growth prospects. In addition, rising rates paid to drillers and
helpers will exert pressure on the Company’s profit margins if it is unable to pass on such higher costs to its customers
through price increases.
Increased Cost of Sourcing Consumables
When bidding on an underground drilling contract, the cost of sourcing consumables is a key consideration in deciding
upon the pricing. Underground drilling contracts are typically for one to two years and expose the Company to an
increase in the cost of consumables and labor during that period. A material increase in the cost of labor or
consumables during that period could result in materially higher costs and could materially reduce the Company’s
financial performance, financial condition, cash flows and growth prospects.
Country Risks
The Company does business internationally in numerous regions of different countries and with this comes the risk of
dealing with business and political systems in a variety of jurisdictions. Unanticipated events in a country (precipitated
by developments within or external to the country), such as economic, political, tax related, regulatory or legal changes
(or changes in interpretation), could, directly or indirectly, have a material negative impact on operations and assets.
The risks include, but are not limited to, military repression, extreme fluctuations in currency exchange rates, high rates
of inflation, changes in mining or investment policies, nationalization/expropriation of projects or assets, corruption,
delays in obtaining or inability to obtain necessary permits, nullification of existing mining claims or interests therein,
hostage takings, labour unrest, opposition to mining form environmental or other non-governmental organisations or
shifts in political attitude that may adversely affect the business. There has been an emergence of a trend by
governments to increase their participation in the industry and thereby their revenues through increased taxation,
expropriation, or otherwise. This could negatively impact the level of foreign investment in mining and exploration
activities and thus drilling demand in these regions. Such events could result in reductions in revenue and additional
transition costs as equipment is shifted to other locations. Nationalization/expropriation of mining projects has a direct
impact on suppliers (such as the Company) to the mining industry.
While the Company works to mitigate its exposure to potential country risk events, the impact of any such event is
mostly not under the Company’s control, is highly uncertain and unpredictable and will be based on specific facts and
circumstances. As a result, the Company can give no assurance that it will not be subject to any country risk event,
directly or indirectly, in the jurisdictions in which it operates.
Tax Risks
The Company operates in many countries and is therefore subject to many different forms of taxation in various
jurisdictions throughout the world, including but not limited to, property tax, income tax, withholding tax, commodity
tax, social security and other payroll related taxes, foreign currency and capital repatriation laws. An unfavorable
interpretation of the current tax legislation could have a material adverse effect on the profitability of the Company or
may lead to disagreements with tax authorities regarding the interpretation of tax law.
Tax law and administration is extremely complex and often requires the Company to make subjective determinations.
The Company must make assumptions about, but not limited to, the tax rates in various jurisdictions, the effect of tax
treaties between jurisdictions and taxable income projections due to tax law and its administration which are extremely
complex. To the extent that such assumptions differ from actual results, or if such jurisdictions were to change or
modify such laws or the current interpretation thereof, the Company may have to record additional tax expenses and
liabilities, including interest and penalties. Moreover, there is a risk in which the countries where the Company operates
may change their current tax regime with little prior notice or that the tax authorities in these jurisdictions may attempt
to claim tax on the global revenues of the Company
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Leverage and Restrictive Covenants
Orbit Garant entered into the Credit Agreement in order to provide it with credit facilities to fund, among other things,
working capital and acquisitions. The degree to which Orbit Garant is leveraged could have important consequences,
including: i) Orbit Garant’s ability to obtain additional financing for working capital, capital expenditures or acquisitions
in the future may be limited; ii) a significant portion of Orbit Garant’s cash flow from operations may be dedicated to
the payment of the principal of and interest on its indebtedness, thereby reducing funds available for future operations;
and iii) certain of Orbit Garant’s borrowings (including borrowings under the Credit Agreement) will be at variable rates
of interests, which exposes Orbit Garant to the risk of increased interest rates which may have an adverse effect on
Orbit Garant’s financial condition.
The Credit Agreement contains numerous restrictive covenants that limit the discretion of Orbit Garant’s Management
with respect to certain business matters. These covenants place significant restrictions on, among other things,
changes in ownership and the ability of Orbit Garant to create liens or other encumbrances, to pay dividends or make
certain other payments, investments, acquisitions, capital expenditures, loans and guarantees and to sell or otherwise
dispose of assets and merge with another entity. In addition, the Credit Agreement contains financial covenants that
require Orbit Garant to meet certain financial ratios and financial condition tests. A failure to comply with the obligations
in the Credit Agreement could result in a default that, if not cured or waived, could permit acceleration of the relevant
indebtedness. If the indebtedness under the Credit Agreement were to be accelerated, there can be no assurance that
the assets of Orbit Garant would be sufficient to repay in full that indebtedness. In addition, the Credit Agreement will
mature no later than November 2, 2020. There can be no assurance that future borrowings or equity financing will be
available to Orbit Garant or available on acceptable terms, in an amount sufficient to repay the Credit Agreement at
maturity or to fund Orbit Garant’s needs thereafter. This could have a material adverse effect on the business, financial
condition and results of operations of Orbit Garant.
Access of Customers to Equity Markets
Economic factors may make it more difficult for mining companies, particularly junior mining companies, to raise money
to fund exploration activity. This difficulty would have an adverse impact on the demand for drilling services and could
have a material adverse effect on the financial performance, financial condition, cash flows and growth prospects of
the Company.
Acquisitions
The Company is continuously seeking business acquisitions. It may be exposed to business risks or liabilities for which
it may not be fully indemnified or insured. The ongoing integration of existing and new computer systems, equipment
and personnel may impact the success of the acquisitions. Any issues arising from the integration of the acquired
businesses, including the integration of the accounting software, may require significant management, financial or
personnel resources that would otherwise be available for ongoing development and expansion of the Company’s
existing operations. If this happens, it may have a material adverse effect on the financial performance, financial
condition, cash flows and growth prospects of the Company.
Supply of Consumables
If the Company should grow, it could put pressure on its ability to manufacture or otherwise obtain new drills and
consumables required to conduct the Company’s drilling operations. This could constrain the Company’s ability to
increase its capacity and increase or maintain revenue and profitability.
Competition
The Company faces competition from several large drilling services companies and many smaller, regional
competitors. Some of the Company’s competitors have been in the drilling services industry for a longer period and
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have substantially greater financial and other resources than the Company has. Increased competition in the drilling
services market may adversely affect the Company’s current market share, profitability and growth opportunities. The
capital cost to acquire drilling rigs is relatively low, enabling competitors to finance expansion and providing opportunity
for new competitors to enter the market. This dynamic exposes the Company to the risk of reduced market share and
scope for geographic growth, as well as lower revenue and margin for its existing business.
A significant portion of the drilling services business is a result of being awarded contracts through a competitive tender
process. It is possible that the Company will lose potential new contracts to competitors if it is unable to demonstrate
reliable performance, technical competence and competitive pricing as part of the tender process or if mining
companies elect not to undertake a competitive tender process.
Ability to Sustain and Manage Growth
The Company’s ability to grow will depend on a number of factors, many of which are beyond the Company’s control,
including, but not limited to, commodity prices, the ability of mining companies to raise financing and the demand for
raw materials from large, emerging economies such as the Brazil, Russia, India and China (“BRIC’’) economies. In
addition, the Company is subject to a variety of business risks generally associated with growing companies. Future
growth and expansion could place significant strain on the Company’s Management personnel and likely will require
the Company to recruit additional management personnel.
There can be no assurance that the Company will be able to: i) manage its expanding operations (including any
acquisitions) effectively; ii) sustain or accelerate its growth or that such growth, if achieved, will result in profitable
operations; iii) attract and retain sufficient management personnel necessary for continued growth; or, iv) successfully
make strategic investments or acquisitions. The failure to accomplish any of the foregoing could have a material
adverse effect on the Company’s financial performance, financial condition, cash flows and growth prospects.
Future Acquisition Strategy
The Company intends to grow through acquisitions in addition to organic growth. There is considerable competition
within the drilling services industry for attractive acquisition targets. It is not possible to ensure that future acquisition
opportunities will exist on acceptable terms, or that newly acquired or developed entities will be successfully integrated
into the Company’s operations. Additionally, the Company cannot give assurances that it will be able to secure the
adequate financing on acceptable terms to pursue this strategy.
Customer Contracts
The Company’s surface drilling customer contracts are typically for a term of six (6) to twelve (12) months and its
underground drilling customer contracts are typically for a term of one to two years and can be cancelled by the
customer on short notice in prescribed circumstances with limited or no amounts payable to the Company. There is a
risk that existing contracts may not be renewed or replaced. The failure to renew or replace some or all of these existing
contracts and cancellation of existing contracts could have a material adverse effect on the Company’s financial
performance, financial condition, cash flows and growth prospects. In addition, consolidation by the Company’s
customers could materially and adversely affect the Company’s results of operations and financial condition.
International Expansion and Instability
Expansion internationally entails additional political and economic risk. Some of the countries and areas targeted by
the Company for expansion are undergoing industrialization and urbanization and do not have the economic, political
or social stability that many developed nations now possess. Other countries have experienced political or economic
instability in the past and may be subject to risks beyond the Company’s control, such as war or civil disturbances,
political, social and economic instability, corruption, nationalization, terrorism, expropriation without fair compensation
or cancellation of contract rights, significant changes in government policies, breakdown of the rule of law and
regulations and new tariffs, taxes and other barriers. There is a risk that the Company’s operations, assets, employees
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or repatriation of revenue could be impaired or adversely affected by factors related to the Company’s international
expansion and have a material adverse effect on the financial performance, financial condition, cash flow and growth
prospects of the Company.
Operational Risks and Liability
Risks associated with drilling include, in the case of employees, personal injury and loss of life and, in the case of the
Company, damage and destruction to property, equipment, release of hazardous substances to the environment and
interruption or suspension of drill site operation due to unsafe drill operations. The occurrence of any of these events
may have an adverse effect on the Company, including financial loss, key personnel loss, legal proceedings and
damage to the Company’s reputation.
In addition, poor or failed internal processes, people or systems, along with external events could negatively impact
the Company’s operational and financial performance. The risk of this loss, known as operational risk, is present in all
aspects of the business of the Company, including, but not limited to, business disruptions, technology failures, theft
and fraud, damage to assets, employee safety, regulatory compliance issues or business integration issues. The
number and significance of the changes and the possibility that the Company may not be able to successfully
implement the changes made, may adversely affect the performance of the business and its financial condition, cash
flows and growth prospects of the Company.
Currency Exposure
Orbit Garant conducts some of its activities in US dollars, in Chilean Pesos, in GHS and in XOF and is thus exposed
to foreign exchange fluctuations. As at June 30, 2019, we had US dollars, in Chilean Pesos, in GHS and in XOF
revenue exposures of approximately $2.7, $5.3, $2.4, and $1.8 million respectively in Canadian dollars. This exposure
could change in the future and a significant portion of our revenue could potentially be denominated in currencies other
than the Canadian dollar, fluctuations of which could cause a negative impact on our financial performance.
Business Interruptions
Business interruptions can occur as a result of a variety of factors, including; regulatory intervention, delays in
necessary approvals and permits, health and safety issues or product input supply bottlenecks. In addition, the
Company operates in a variety of geographic locations, some of which are prone to inclement weather conditions,
natural or other disasters. The occurrence of such conditions or any business interruption could have a material
adverse effect on the Company’s financial performance, financial condition, cash flows and growth prospects.
Risk to the Company’s Reputation
Risks to the Company’s reputation could include any negative publicity, whether true or not, and could cause a decline
in the Company’s customer base and have a material adverse impact on the Company’s financial performance,
financial condition, cash flows and growth prospects. All risks have an impact on reputation, and as such, reputational
risk cannot be managed in isolation from other types of risk. Every employee and representative of the Company is
charged with upholding its strong reputation by complying with all applicable policies, legislation and regulations as
well as creating positive experiences with the Company’s customers, stakeholders and the public.
Corruption, Bribery and Fraud
The Company is required to comply with the Canadian Corruption of Foreign Public Officials Act (“CFPOA”) as well as
similar applicable laws in other jurisdictions, which prohibit companies from engaging in bribery or other prohibited
payments or gifts to foreign public officials for the purpose of retaining or obtaining business. The Company’s policies
mandate compliance with these laws. However, there can be no assurance that the policies and procedures and other
safeguards that the Company has implemented in relation to its compliance with these laws will be effective or that
Company employees, agents, suppliers or other industry partners have not engaged or will not engage in such illegal
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conduct for which the Company may be held responsible. Violations of these laws could disrupt the Company’s
business and result in a material adverse effect on its business and operations.
Environment, Health and Safety Requirements and Related Considerations
The Company’s operations are subject to a broad range of federal, provincial, state and local laws and regulations as
well as permits and other approvals, including those relating to the protection of the environment and workers’ health
and safety governing, among other things, air emissions, water discharges, non-hazardous and hazardous waste
(including waste water), storage, handling, disposal and clean-up of dangerous goods and hazardous materials such
as chemicals, remediation of releases and workers’ health and safety in Canada and elsewhere (the ‘‘Environment,
Health and Safety Requirements’’). As a result of the Company’s operations, it may be involved from time to time in
administrative and judicial proceedings and inquiries relating to Environment, Health and Safety Requirements. Future
proceedings or inquiries could have a material adverse effect on the Company’s business, financial condition and
results of operations.
The activities at clients’ worksites may involve operating hazards that can result in personal injury and loss of life.
There can be no assurance that the Company’s insurance will be sufficient or effective under all circumstances or
against all claims or hazards to which it may be subject or that it will be able to continue to obtain adequate insurance
protection. A successful claim or damage resulting from a hazard for which it is not fully insured could adversely affect
the Company’s results of operations. In addition, if the Company is seen not to adequately implement health and safety
and environmental policies, its relationships with its customers may deteriorate, which may result in the loss of
contracts and restrict its ability to obtain new contracts.
Climate Change Risk
The Company operates in various regions and jurisdictions where environmental laws are involving and are not
consistent. Several governments or governmental bodies have introduced or are contemplating regulatory changes in
response to the potential impact of climate change, such as regulation relating to emission levels. If the current
regulatory trend continues, this may result in increased cost as some of the Company’s operations. In addition, the
physical effect of climate change, such as extreme weather conditions, natural disasters, resource shortages and
changing sea levels, could have an adverse financial impact on operations located in the regions where these
conditions occur.
Insurance Limits
The Company maintains property, general liability and business interruption insurance. However, there can be no
assurance that such insurance will continue to be offered on an economically feasible basis, that all events that could
give rise to a loss or liability are insurable, or that the amounts of insurance will at all times be sufficient to cover each
and every loss or claim that may occur involving the assets or operations of the Company.
Legislative and Regulatory Changes
Changes to any of the laws, rules, regulations or policies affecting the business of the Company would have an impact
on the Company’s business and may significantly and adversely affect the operations and financial performance of the
Company.
Legal and Regulatory Risk
The mining and drilling industries are highly regulated by legal, environmental and health and safety regulations.
Failure to comply with such regulations could lead to penalties, including fines or suspension of operations which could
have a significant impact on the financial strength and future earnings potential of the Company. Furthermore, the
Company’s mineral exploration customers are also subject to similar legal, regulatory, health and safety regulations
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which could materially affect their decision to go ahead with mineral exploration or mine development and thereby
indirectly negatively impact the Company.
Cyber-Security Risk
While information systems are integral to supporting the Company’s business, due to the nature of the Company’s
services, it is not considered to be subject to the same level of cyber security risks as companies operating in sectors
where sensitive information is at the core of their business. Nevertheless, the Company is potentially exposed to risks
ranging from internal human error to uncoordinated individual attempts to gain unauthorised access to its information
technology systems, to sophisticated and targeted measures directed at the Company and its systems, clients or
service providers. Any such disruptions in the Company’s systems or the failure of the systems to operate as expected
could, depending on the magnitude of the problem, result in the loss of client information, a loss of current or future
business, reputational harm and/or potential claims against the Company, all of which could have an adverse effect
on the Company’s business, financial condition and operating results. The Company continues to enhance its efforts
to mitigate these risks. It invests in technology security initiatives to better identify and address any vulnerability
including periodic third-party vulnerability assessments, testing user knowledge of cyber security best practices, and
audits of security processes and procedures. In addition, the Company continues to increase the employees’
awareness of security policies through ongoing communications.
Risk Related to Structure and Common Shares
Equity Market Risks
There is a risk associated with any investment in shares. The market price of securities such as the Common Shares
of the Company are affected by numerous factors including, but not limited to, general market conditions, actual or
anticipated fluctuations in the Company’s results of operations, changes in estimates of future results of operations by
the Company or securities analysts, risks identified in this section and other factors. In addition, the financial markets
have experienced significant price and volume fluctuations that have sometimes been unrelated to the operating
performance of the issuers or the industries in which they operate. Consequently, the trading price of the Common
Shares may fluctuate.
Influence of Existing Shareholders
As of September 18, 2019, Pierre Alexandre, Vice Chairman and Vice President of Corporate Development of the
Company, holds or controls, directly or indirectly, approximately 25% of Orbit Garant’s outstanding Common Shares.
As a result, this shareholder has the ability to influence Orbit Garant’s strategic direction and policies, including any
merger, consolidation or sale of all or substantially all of its assets, and the election and composition of Orbit Garant’s
Board of Directors. The foregoing ability to affect the control and direction of Orbit Garant could reduce its
attractiveness as a target for potential takeover bids and business combinations, and correspondingly affect its share
price.
Future Sales of Common Shares by the Company’s Existing Shareholders
Certain shareholders, including Pierre Alexandre, hold or control significant blocks of shares of the Company. The
decision of any of these shareholders to sell a substantial number of Common Shares in the public market could result
in a material imbalance in demand for the Company’s shares and therefore a decline in the market price of the Common
Shares. In addition, the perception among the public that such sales may occur could also result in a reduction in the
market price of the Common Shares.
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Dilution
Orbit Garant may raise additional funds in the future by issuing equity securities. Holders of Common Shares will have
no pre-emptive rights in connection with such further issuances. Additional Common Shares may be issued by Orbit
Garant in connection with the exercise of options granted. Such additional equity issuances could, depending on the
price at which such securities are issued, substantially dilute the interests of the holders of Common Shares.
Dividend Payments
Orbit Garant does not expect to pay dividends as it intends to use cash for future growth or debt repayment. In addition,
the Credit Agreement places restrictions on the ability of Orbit Garant to declare or pay dividends.
Credit Risk
The Company provides credit to its customers in the normal course of its operations. The Company has adopted a
policy of only dealing with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means
of mitigating the risk of financial loss from defaults. It carries out, on a continuing basis, credit checks on its customers
and maintains provisions for contingent credit losses. Demand for the Company’s drilling services depends upon the
level of mineral exploration and development activities conducted by mining companies, particularly with respect to
gold, nickel and copper.
In order to reduce the credit risk, the Company is using insurance coverage from Export Development Canada («EDC»)
on certain accounts receivable from its customers. The insurance program provides under certain terms and conditions
an insurance coverage amount of up to 90% of unpaid accounts. As at June 30, 2019, the amount of the insurance
coverage from EDC represents 7% of the accounts receivable (5% as at June 30, 2018).
As at June 30, 2019, 79% (77% as at June 30, 2018) of the trade accounts receivable are aged as current and 2% are
impaired (2% as at June 30, 2018).
One major customer represents 15% of the trade accounts receivable as at June 30, 2019 (one major customer
represented 20% as at June 30, 2018,).
Two major customers represent 31% of the contract revenue for the year ended June 30, 2019 (for the year ended
June 30, 2018, two major customers represented 28% of the contract revenue).
Credit risk also arises from cash and cash equivalents with banks and financial institutions. This risk is limited because
the counterparties are mainly Canadian banks with high credit ratings. The Company does not enter into derivatives
to manage credit risk.
Interest Rate Risk
The Company is subject to interest rate risk since a significant part of the long-term debt bears interest at variable
rates.
As at June 30, 2019, the Company has estimated that a 100 basis point increase or decrease in interest rates would
have caused a corresponding annual increase or decrease in net earnings (loss) and comprehensive earnings (loss)
of $0.2 million ($0.1 million impact in 2018).
Equity Market Risk
Equity market risk is defined as the potential adverse impact on the Company's earnings due to movements in
individual equity prices or general movements in the level of the stock market. The Company closely monitors the
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general trends in the stock markets and individual equity movements, and determines the appropriate course of actions
to be taken by the Company.
Fair Value
The fair value of cash and equivalents, trade and other receivable, trade and other payable and balance payable
related to business combination is approximately equal to their carrying values due to their short-term maturity.
The fair value of long-term debt approximates its carrying value as it bears interest at a variable rate and has financing
conditions similar to those currently available to the Company.
OUTLOOK
While Orbit Garant continues to monitor market conditions in the mining sector, including the lower levels of customer
demand relative to calendar 2018, Management is encouraged by the longer-term industry outlook, especially given
the recent rally in the price of gold. Orbit Garant is well positioned for increased drilling services demand in the gold
sector as it derives approximately 70% of its revenue from gold related projects. In addition, many mining companies
are facing declining reserves, particularly in the gold mining industry. Accordingly, increased spending on exploration
and new mine development will be required for the industry to remain viable in the long term as the reserves at existing
mines are depleted. S&P Global Market Intelligence expects that by 2024 more than 15% of global gold production
will come from mines that are not yet in production and forecasts lower global gold production beyond 2022 due to
declining reserves.
Orbit Garant derives approximately 70% of its revenue from its Canadian operations. S&P Global Market Intelligence
forecasts that Canada is the only major gold-producing country in the world in which output is expected to increase
significantly over the next five years. As such, the Company is well positioned to benefit from the positive outlook for
the gold mining sector in Canada. An additional positive factor for mining companies operating in Canada is the current
lower value of the Canadian dollar relative to the US dollar, as their expenses are typically in Canadian dollars and
their revenues are denominated in US dollars. At the time of this report, the value of the Canadian dollar was
approximately $0.75 US dollars.
Orbit Garant has also established operating subsidiaries in active international mining markets, including Burkina Faso,
Chile, Ghana, Guyana and Peru. These international operations provide enhanced market, customer and commodity
diversification and have enabled the Company to increase its higher margin specialized drilling activity. In South
America, Orbit Garant is currently working on projects in Chile, Guyana and Argentina. In West Africa, the Company
is currently working on projects in Burkina Faso and Ghana, and recently expanded its operations in this region with
the acquisition of the drilling business of PPI in Burkina Faso.
Management remains focused on maximizing stakeholder value principally by controlling costs, optimizing drill rig
utilization, increasing productivity rates, continuing to focus on technology innovation, retaining key personnel,
maintaining strong health and safety standards, and evaluating opportunities to further expand Orbit Garant’s market
presence both in Canada and abroad.
Management believes the Company’s proprietary computerized monitoring and control drilling technology will
increasingly be an important contributor in reducing both labour and consumable drilling costs, enhancing driller
productivity rates and improving safety. Orbit Garant currently has 38 drill rigs featuring its computerized monitoring
and control technology, all of which are currently deployed on customer projects. These next generation drill rigs have
achieved a significant increase in productivity compared to that achieved using conventional drill rigs. Orbit Garant’s
customers have responded positively to the improved performance and potential of the new drill rigs, which has led to
renewals of underground drilling contracts for longer terms.
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Orbit Garant will continue to monitor market conditions closely and manage its staff and inventory levels, capital
expenditures and balance sheet accordingly. With its sound balance sheet, the Company is well positioned to pursue
value-enhancing growth opportunities in Canada and internationally.
DISCLOSURE CONTROLS AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
Effective October 11, 2018 the Company completed the acquisition of PPI. The results of PPI’s operations have been
included in these financial statements since the date of acquisition. However, the Company has not completed the
review of the internal controls used by PPI. The Company is in the process of integrating the PPI operations and will
be expanding its disclosure controls and procedures and internal controls over its financial reporting compliance
program to include PPI over the next year. As a result, the Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”) have limited the scope of design of disclosure controls and procedures and testing of internal controls over
financial reporting to exclude PPI controls, policies and procedures from the June 30, 2019 certification of internal
controls. The acquisition date financial information for PPI is included in the discussion regarding the acquisition
contained in this MD&A and Note 2 of the audited consolidated financial statements.
The CEO and the CFO of the Company are responsible for establishing and maintaining disclosure controls and
procedures (DC&P) for the Company as defined under Multilateral Instrument 52-109 issued by the Canadian
Securities Administrators. The CEO and the CFO have designed such DC&P, or caused them to be designed under
its supervision, to provide reasonable assurance that information required to be disclosed by the Company in its annual
filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed,
summarized and reported within the time periods specified in the securities legislation and include controls and
procedures designed to ensure that information required to be disclosed by an issuer in its annual filings, interim filings
or other reports filed or submitted under securities legislation is accumulated and communicated to the Company’s
management, including its certifying officers, as appropriate to allow timely decisions regarding required disclosure.
As at June 30, 2019, the CEO and CFO evaluated the design and operation of the Company’s DC&P. Based on that
evaluation, the CEO and CFO concluded that the Company’s DC&P was effective as at June 30, 2019.
The CEO and the CFO are responsible for designing internal controls over financial reporting (“ICFR”) or causing them
to be designed under their supervision. The Company’s ICFR are designed to provide reasonable assurance regarding
the reliability of the Company’s financial reporting and its preparation of financial statements for external purposes in
accordance with IFRS.
As discussed above, the inherent limitations in all control systems are such that they can provide only reasonable, not
absolute, assurance that all control issues and instances of fraud or error, if any, within the Company, have been
detected. Therefore, no matter how well designed, ICFR have inherent limitations and can provide only reasonable
assurance with respect to financial statement preparation and may not prevent and detect all misstatements.
During Fiscal 2019, Management, including its CEO and CFO, evaluated the existence and design of the Company's
ICFR and confirm there were no changes to the ICFR that have occurred during the year which materially affected, or
are reasonably likely to materially affect, the Company's ICFR. The Company continues to review and document its
disclosure controls and its ICFR, and may, from time to time make changes aimed at enhancing their effectiveness
and to ensure that its systems evolve with the business. As of June 30, 2019, an evaluation was carried out, under the
supervision of the CEO and CFO, of the effectiveness of the Company's ICFR as defined in NI 52-109. Based on this
evaluation, other than restriction mentioned above, the CEO and the CFO concluded that the design and operation of
these ICFR were effective.
The evaluations were conducted in accordance with the framework and criteria established in Internal Control –
Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO"), a recognized control model, and the requirements of NI 52-109.
30
Year End and Fourth Quarter 2019Management’s Discussion and AnalysisOrbit Garant Drilling Inc.
KPMG LLP
600 de Maisonneuve Blvd. West
Suite 1500, Tour KPMG
Montréal (Québec) H3A 0A3
Canada
Telephone
Fax
Internet
(514) 840-2100
(514) 840-2187
www.kpmg.ca
INDEPENDENT AUDITORS’ REPORT
To the Shareholders of Orbit Garant Drilling Inc.
Opinion
We have audited the consolidated financial statements of Orbit Garant Drilling Inc. (the Entity), which
comprise:
•
•
•
•
•
the consolidated statements of financial position as at June 30, 2019 and 2018
the consolidated statements of (loss) earnings and comprehensive (loss) earnings for the years
then ended
the consolidated statements of changes in equity for the years then ended
the consolidated statements of cash flows for the years then ended
and notes to the consolidated financial statements, including a summary of significant accounting
policies
(Hereinafter referred to as the “financial statements”).
In our opinion, the accompanying financial statements present fairly, in all material respects, the
consolidated financial position of the Entity as at June 30, 2019 and 2018, and its consolidated financial
performance and its consolidated cash flows for the years then ended in accordance with International
Financial Reporting Standards (IFRS).
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards. Our
responsibilities under those standards are further described in the "Auditors’ Responsibilities for the
Audit of the Financial Statements"section of our auditors’ report.
We are independent of the Entity in accordance with the ethical requirements that are relevant to our
audit of the financial statements in Canada and we have fulfilled our other ethical responsibilities in
accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Other Information
Management is responsible for the other information. Other information comprises:
•
•
the information included in Management’s Discussion and Analysis filed with the relevant Canadian
Securities Commissions.
the information, other than the financial statements and the auditors’ report thereon, included in a
document likely to be entitled “Annual Report”.
KPMG LLP is a Canadian limited liability partnership and a member firm of the KPMG
network of independent member firms affiliated with KPMG International Cooperative
("KPMG International"), a Swiss entity.
KPMG Canada provides services to KPMG LLP.
31
Page 2
Our opinion on the financial statements does not cover the other information and we do not and will not
express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other information is materially inconsistent with
the financial statements or our knowledge obtained in the audit and remain alert for indications that the
other information appears to be materially misstated.
We obtained the information included in Management’s Discussion and Analysis filed with the relevant
Canadian Securities Commissions as at the date of this auditors’ report. If, based on the work we have
performed on this other information, we conclude that there is a material misstatement of this other
information, we are required to report that fact in the auditors’ report.
We have nothing to report in this regard.
The information, other than the financial statements and the auditors’ report thereon, included in a
document likely to be entitled “Annual Report” is expected to be made available to us after the date of
this auditors’ report. If, based on the work we will perform on this other information, we conclude that
there is a material misstatement of this other information, we are required to report that fact to those
charged with governance.
Responsibilities of Management and Those Charged with Governance for the
Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in
accordance with International Financial Reporting Standards (IFRS), and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Entity’s ability to
continue as a going concern, disclosing as applicable, matters related to going concern and using the
going concern basis of accounting unless management either intends to liquidate the Entity or to cease
operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Entity’s financial reporting process.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that
includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with Canadian generally accepted auditing standards will always detect a material
misstatement when it exists.
32
Page 3
Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise
professional judgment and maintain professional skepticism throughout the audit.
We also:
•
Identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Entity's internal control.
•
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the Entity's ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’
report to the related disclosures in the financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of
our auditors’ report. However, future events or conditions may cause the Entity to cease to continue
as a going concern.
•
Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves fair presentation.
• Communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
•
Provide those charged with governance with a statement that we have complied with relevant
ethical requirements regarding independence, and communicate with them all relationships and
other matters that may reasonably be thought to bear on our independence, and where applicable,
related safeguards.
33
Page 4
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the group Entity to express an opinion on the financial statements. We
are responsible for the direction, supervision and performance of the group audit. We remain solely
responsible for our audit opinion.
The engagement partner on the audit resulting in this auditors’ report is Alain Bessette.
Montréal, Canada
September 18, 2019
*CPA auditor, CA, public accountancy permit No. A115894
34
ORBIT GARANT DRILLING INC.
Consolidated Statements of (Loss) Earnings
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share)
Contract revenue
Cost of contract revenue
Gross profit
Expenses
General and administrative expenses
Foreign exchange loss (gain)
Finance costs
(Loss) earnings before income taxes
Income tax expense (recovery)
Current
Deferred
Net (loss) earnings
Net (loss) earnings per share
Basic
Diluted
Notes
June 30
2019
$
June 30
2018
$
22
8
8
16
15
152,814
173,084
136,527
16,287
151,603
21,481
17,279
707
2,117
20,103
(3,816)
1,558
(1,904)
(346)
(3,470)
(0.09)
(0.09)
15,830
(292)
1,710
17,248
4,233
(12)
(239)
(251)
4,484
0.12
0.12
See accompanying notes to consolidated financial statements.
Page 6
35
ORBIT GARANT DRILLING INC.
Consolidated Statements of Comprehensive (Loss) Earnings
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars)
Net (loss) earnings
Other comprehensive earnings (loss)
Items that may be reclassified subsequently to net earnings
(loss)
Change in fair value on available-for-sale investments
Realized loss on available-for-sale investments reclassified
to consolidated statement of earnings (loss)
Deferred income tax
Cumulative translation adjustments
Other comprehensive (loss), net of income tax
Comprehensive (loss) earnings
(Note 10)
June 30
June 30
2019
$
(3,470)
-
-
-
-
(839)
(839)
2018
$
4,484
(200)
(18)
29
(189)
52
(137)
(4,309)
4,347
See accompanying notes to consolidated financial statements.
Page 7
36
ORBIT GARANT DRILLING INC.
Consolidated Statements of Changes in Equity
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars)
Year ended June 30, 2019
Share capital
$
Equity settled
reserve
$
(Note 15)
(Note 15)
Balance as at July 1, 2018
Impact of adopting IFRS 9
Adjusted balance as at July 1, 2018
Total comprehensive loss
Issuance of shares related to
a business combination
Net loss
Other comprehensive loss
Cumulative translation adjustments
Other comprehensive loss
(Note 6)
(Note 2)
Transactions with shareholders, recorded directly in equity
Issuance of shares related to
share-based compensation
Share-based compensation
Stock options cancelled
Total transactions with shareholders
Balance as at June 30, 2019
Year ended June 30, 2018
(Note 15)
Balance as at July 1, 2017
Total comprehensive earnings (loss)
Net earnings
Other comprehensive loss
Change in fair value on available-for-sale
investments, net of deferred income tax
Cumulative translation adjustments
Other comprehensive loss
Transactions with shareholders, recorded directly in equity
Issuance of shares related to share-based
compensation
Share-based compensation
Stock options cancelled
Total transactions with shareholders
Balance as at June 30, 2018
See accompanying notes to consolidated financial statements.
57,207
-
57,207
1,632
-
-
-
-
-
18
18
58,857
Share capital
$
(Note 15)
57,130
-
-
-
-
-
-
77
77
57,207
37
Retained
earnings
$
20,609
(189)
20,420
-
(3,470)
-
-
-
-
21
21
16,971
Accumulated
other
comprehensive
earnings (loss)
$
Total
Shareholders'
equity
$
(88)
189
101
-
-
(839)
(839)
-
-
-
-
(738)
78,936
-
78,936
1,632
(3,470)
(839)
(839)
12
305
-
317
76,576
Total
1,208
-
1,208
-
-
-
-
(6)
305
(21)
278
1,486
Accumulated
other
comprehensive
earnings (loss)
$
Retained
earnings
$
Shareholders'
equity
$
Equity settled
reserve
$
(Note 15)
1,178
15,907
49
74,264
-
-
-
-
(23)
271
(218)
30
1,208
4,484
-
4,484
-
-
-
-
-
218
218
20,609
(189)
52
(137)
-
-
-
-
(88)
(189)
52
(137)
54
271
-
325
78,936
Page 8
ORBIT GARANT DRILLING INC.
Consolidated Statements of Financial Position
As of June 30, 2019 and June 30, 2018
(in thousands of Canadian dollars)
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Income taxes receivable
Prepaid expenses
Non-current assets
Loan receivable
Investments
Property, plant and equipment
Intangible assets
Deferred tax assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Balance payable related to a business combination
Income taxes payable
Current portion of long-term debt and finance leases
Non-current liabilities
Long-term debt and finance leases
Deferred tax liabilities
EQUITY
Share capital
Equity-settled reserve
Retained earnings
Accumulated other comprehensive loss
Equity attributable to shareholders
Total liabilities and equity
APPROVED BY THE BOARD
(signed) Éric Alexandre
Éric Alexandre, Director
(signed) Jean-Yves Laliberté
Jean-Yves Laliberté, Director
Notes
June 30
2019
$
June 30
2018
$
21
9
10
11
12
16
2
13
13
16
15
15
2,480
36,643
43,943
823
1,154
85,043
-
419
42,450
1,000
5,783
134,695
24,744
3,370
429
1,400
29,943
28,176
-
58,119
58,857
1,486
16,971
(738)
76,576
134,695
4,633
32,503
39,419
944
884
78,383
662
542
39,741
-
4,010
123,338
24,247
-
-
812
25,059
19,226
117
44,402
57,207
1,208
20,609
(88)
78,936
123,338
See accompanying notes to consolidated financial statements.
Page 9
38
ORBIT GARANT DRILLING INC.
Consolidated Statements of Cash Flows
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars)
OPERATING ACTIVITIES
(Loss) earnings before income taxes
Items not affecting cash
Depreciation of property, plant and equipment
Amortization of intangible assets
Gain on disposal of property, plant and equipment
Gain on disposal of investments
Share-based compensation
Finance costs
Net change in fair value of investments
Changes in non-cash operating working capital items
Income taxes paid
Finance costs paid
INVESTING ACTIVITIES
Business combination of Projet Production
International BF S.A.
Acquisition of investments
Proceeds from disposal of investments
Acquisition of property, plant and equipment
Proceeds from disposal of property, plant and equipment
FINANCING ACTIVITIES
Proceeds from repayment of loan receivable
Proceeds from issuance of shares
Proceeds from factoring
Repayment on factoring
Proceeds from long-term debt
Repayment of long-term debt and finance leases
Effect of exchange rate changes on cash and cash equivalents
Increase (decrease) in cash
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Notes
June 30
2019
$
June 30
2018
$
(3,816)
4,233
11
12
11
10
15
10
17
2
10
10
11
11
19
9,698
290
(312)
-
305
2,117
184
8,466
(5,896)
(1,008)
(2,225)
(663)
(3,357)
-
-
(8,323)
430
(11,250)
675
12
143
(143)
93,497
(83,851)
10,333
(573)
(2,153)
4,633
2,480
8,774
-
(199)
(18)
271
1,710
-
14,771
(3,883)
(874)
(1,846)
8,168
-
(90)
30
(8,575)
459
(8,176)
628
54
22,253
(22,958)
88,057
(84,871)
3,163
(123)
3,032
1,601
4,633
See accompanying notes to consolidated financial statements.
Page 10
39
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
1. DESCRIPTION OF BUSINESS
Orbit Garant Drilling Inc. (the "Company"), amalgamated under the Canada Business Corporations Act , mainly operates a surface and underground
diamond drilling business. The Company has operations in Canada, United States, Central and South America and West Africa.
The Company's head office is located at 3200, boul. Jean-Jacques Cossette, Val-d'Or (Québec), Canada. The Company holds interests in several
entities. The percentage of voting rights in its subsidiaries and its associates is as follows:
Orbit Garant Drilling Services Inc.
9116-9300 Québec inc.
Drift Exploration Drilling Inc.
Drift de Mexico SA de CV
Orbit Garant Chile S.A.
Orbit Garant Drilling Ghana Limited
Perforación Orbit Garant Peru S.A.C.
OGD Drilling (Guyana) Inc.
Forage Orbit Garant BF S.A.S.
Orbit Miyuu Kaa Drilling Inc.
Sarliaq-Orbit Garant Inc.
Tumiit Orbit Garant Inc. (since March 6, 2019)
% of voting rights
100%
100%
100%
100%
100%
100%
100%
100%
100%
49%
49%
49%
2.
BUSINESS COMBINATION
Acquisition of the drilling business of Projet Production International BF S.A.:
On October 11, 2018, the Company acquired the drilling business of Projet Production International BF S.A., based in Burkina Faso for a total purchase
price of $8,316 (US$6,400). Through the acquisition, the Company has added 13 surface drills, related support equipment, and existing customer
contracts in Burkina Faso. The Company has also retained approximately 100 employees, including experienced drillers and support personnel, who
will now be based in Orbit Garant BF S.A.S’s offices in Ouagadougou. This acquisition significantly strengthens the presence of the Company in Burkina
Faso and the broader West African mineral drilling market, positioning the Company to pursue new growth opportunities.
The Company funded the $8,316 (US$6,400) purchase price through draws on its credit facility and the issuance of common shares of the Company.
The cash component of the transaction is $6,684 (US$5,150), with $3,357 (US$2,575) paid on closing, and $3,327 (US$2,575) to be paid 12 months
after the closing date. The remaining $1,632 (US$1,250) of the purchase price was satisfied through the issuance of 861,637 common shares at a price
of $1.89 per share, from the Company’s treasury. The details of the assets acquired amounted approximatly to $2,573 (US$2,000) for inventories,
$4,395 (US$3,400) for property, plant and equipment and $1,348 (US$1,000) for intangible assets.
The results of operations of Projet Production International BF S.A. are included in the consolidated financial statements from October 11, 2018.
40
Page 11
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
2. BUSINESS COMBINATION (continued)
The fair value of the net assets acquired are as follows:
Inventories
Property, plant and equipment
Intangible assets
Consideration transferred
Consideration transferred
Issuance of common shares
Cash
Balance payable related to a business combination
Business combination costs
$
2,573
4,395
1,348
8,316
1,632
3,357
3,327
8,316
For the year ended June 30, 2019, business combination costs of $1,108 related to the transaction described above were included in the general and
administrative expenses in the consolidated statement of earnings (loss).
Impact of business combination on results
It is impracticable to provide reliable financial information relating to actual and pro forma revenues and profit for the above acquisition since the
Company already had operating activities with the same clients and similar contracts as the acquired business. As a result splitting out information for
the acquired is impracticable.
3.
BASIS OF PREPARATION
Basis of presentation
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"), as issued by the
International Accounting Standard Board ("IASB"). The IFRS accounting policies set out below were consistently applied to all periods presented.
The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates, assumptions and
judgments. It also requires Management to exercise its judgment in the process of applying the Company's accounting policies. The areas involving a
higher degree of judgment or complexity, or areas where assumptions and estimates are significant, are disclosed in Note 5.
These consolidated financial statements have been prepared on a historical cost basis except for the investments, which are measured at fair value,
and share-based compensation is measured in accordance with IFRS 2, Share-Based Payment . They are presented in Canadian dollars, which are the
currency of the primary economic environment in which the Company operates ("functional currency"). All values are rounded to the nearest thousand
dollars, except where otherwise indicated.
These consolidated financial statements were approved for issue by the Board of Directors of Orbit Garant Drilling Inc. on September 18, 2019.
41
Page 12
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
4.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. A subsidiary is an
entity controlled by the Company. An investor controls an investee when it is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee, independently of its percentage of participation. The existence
and effect of potential voting rights are considered when the Company controls another entity.
Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of earnings from the effective
date of acquisition to the effective date of disposal, as appropriate. Intercompany transactions and balances are eliminated on consolidation.
Business combinations
Business combinations are accounted for using the acquisition method. The consideration transferred in a business combination is measured at the fair
value which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company
with the former owners of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs
are generally recognized in profit or loss as incurred. This consideration can be comprised of cash, assets transferred, financial instruments issued,
liabilities assumed by the Company to the former owner, or future contingent payments. The identifiable assets and liabilities of the business acquired
are recognized at fair value at the acquisition date.
Results of operations of a business acquired are included in the Company’s consolidated financial statements from the date of
the business
combination. Business combination and integration costs are expensed as incurred. Non-controlling interests in an entity acquired are presented in the
consolidated statement of financial position within equity, separately from the equity attributable to shareholders in the "Equity" section of the
consolidated statement of financial position. Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net value of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net value of the acquisition-date
amounts of identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling
interest in the acquiree and the fair value of the acquirer’s previously held securities in the acquiree (if any), the excess is recognized immediately in
profit or loss as a bargain purchase gain.
Foreign currency translation
Transactions denominated in a currency other than the functional currency of the Company or of a foreign subsidiary whose functional currency is the
Canadian dollar, are accounted for using the exchange rate prevailing on the transaction date. On each reporting date, monetary items denominated in
a foreign currency are translated using the exchange rate prevailing on that date, and non-monetary items that are measured at historical cost are not
adjusted. Exchange differences are recognized in net earnings in the period during which they occur.
The assets and liabilities of foreign subsidiaries whose functional currency is not the Canadian dollar are translated into Canadian dollars by applying
the exchange rate prevailing at the reporting date. Revenue and expense items are translated at the average exchange rate for the period. Exchange
differences are recognized in OCI under "Cumulative translation differences" and are accumulated in equity. The accumulated amount of exchange
differences is reclassified in net earnings upon disposal or partial disposal of an interest in a foreign operation. Additionally, foreign exchange gains and
losses related to certain intercompany loans that are permanent in nature are included in OCI under "Cumulative translation differences" and are
accumulated in equity.
42
Page 13
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
4.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments
Financial assets and financial liabilities are initially recognized at fair value and their subsequent measurement is dependent on their classification as
described below. Their classification depends on the purpose for which the financial instruments were acquired or issued, their characteristics and the
Company’s designation of such instruments. Financial instruments are recognized when the Company becomes a party to the contractual provisions of
the instrument.
Asset/Liability
Cash and equivalents
Trade and other receivables
Investments
Loan receivable
Trade and other payables
Balance payable related to a business combination
Factoring liabilities
Long-term debt and finance leases
Financial assets measured at amortized cost
Classification
Amortized cost
Amortized cost
Fair value through profit or loss
Amortized cost
Amortized cost
Amortized cost
Amortized cost
Amortized cost
A financial asset is subsequently measured at amortized cost, using the effective interest method and net of any impairment loss, if
(a) The asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and
(b) The contractual terms of the financial asset give rise, on specified dates, to cash flows that are solely payments of principal and/or interest.
Financial assets measured at fair value
These assets are measured at fair value and changes therein, including any interest or dividend income, are recognized in net income. However, for
investments in equity instruments that are not held for trading, the Company may elect at initial recognition to present gains and losses in other
comprehensive income. For such investments measured at fair value through other comprehensive income, gains and losses are never reclasified to
net income, and no impairment is recognized in net income.
Financial liabilities measured at amortized cost
A financial liability is subsequently measured at amortized cost, using the effective interest method.
Financial liabilities measured at fair value
Financial liabilities at fair value are initially recognized at fair value and are remeasured at each reporting date with any changes therein recognized in
net income. The Company has no financial liabilities measured at fair value.
The Company derecognizes a financial liability when its contractual obligations are disharges, cancelled or expired.
Financial assets and liabilities are offset and the net amount presented in the consolidated statements of financial position when and only when the
Company has a legal right to offset the amounts and intends either to settle on a net basis or to realize the asset and settle the liability simultaneously.
43
Page 14
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
4.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Financial instruments (continued)
Amortized cost and effective interest method
The effective interest method is a method of calculating the amortized cost of a financial instrument and of allocating interest income over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash flows (including all fees and points paid or received that form
an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or,
where appropriate, a shorter period, to the net carrying amount on initial recognition.
Cash and cash equivalents
Cash and cash equivalents consist of cash on hand, bank overdraft and short-term deposits with originale maturities of three months or less.
Trade and other receivables
Trade and other receivables consist of amounts due from our normal business activities. An allowance for expected credit losses is maintained to reflect
an impairment risk for trade and other receivables based on an expected credit loss model which factors in changes in credit quality since the initial
recognition of trade accounts receivable based on customer risk categories. Bad debts are also provided for based on collection history and specific
risks identified on a customer-by-customer basis.
Employee Benefits
Employee benefits are all forms of consideration given by an entity in exchange for service rendered by employees or for the termination of
employment. Wages, paid leaves, bonuses and non-monetary benefits are short-term employee benefits, and they are recorded in the annual reporting
period in which the employees of the Company render the related services.
Inventories
The Company maintains an inventory of operating supplies, motors, drill rods and drill bits. These inventories are valued at the lower of cost and net
realizable value. Net realizable value is determined using the estimated selling price less estimated costs to complete the sale. Cost is determined on
the first-in, first-out basis. Used and revised inventories are valued at 50% and 75% of original cost, respectively, to approximate net realizable value.
The amount of any write-down of inventories can be reversed when the circumstances that led to the write-down charge in the past no longer exist.
Investments
Investments in publicly traded securities are classified as fair value through profit or loss. Fair value through profit or loss investments are recorded at
fair value, with changes in fair value recognized in profit or loss.
Investment in an associate
An associate is an entity over which the Company has significant influence. The Company has significant influence when it has the power to participate
in the financial and operating policy decisions of the investee, but does not have control or joint control. The Company accounts for its investment in an
associate using the equity method. Under the equity method, the investment is initially recognized at cost. Subsequent to initial recognition, distributions
received from an associate reduce the carrying amount of the investment. The consolidated statements of comprehensive earnings (loss) include the
Company's share of any amounts recognized by its associate in profit or loss and in other comprehensive earnings (loss), if any. Intercompany
balances between the Company and its associate are not eliminated.
44
Page 15
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
4.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost represents the acquisition
costs, net of government grants and investment
installation and testing costs. The
manufacturing costs for drilling equipment include the material, direct labour and indirect specific costs.
tax credits, or manufacturing costs,
including preparation,
Borrowing costs are also included in the cost of self-constructed property, plant and equipment. Future expenditures, such as maintenance and repairs,
are expensed as incurred.
Significant improvements are capitalized and amortized over the useful life of the asset.
Property, plant and equipment are recorded at cost and depreciation is calculated using the straight-line method based on their estimated useful life
using the following periods:
Buildings and components
Drilling equipment
Vehicles
Other
Useful life
5 to 40 years
5 to 10 years
5 years
3 to 10 years
Residual value
-
0 - 20%
-
-
The depreciation is calculated on the cost of an asset less its residual value and begins when the property, plant and equipment are ready for their
intended use. Land is not depreciated.
Depreciation methods, residual values and the useful lives of significant property, plant and equipment are reviewed at each financial year-end. Any
change is accounted for prospectively as a change in accounting estimate.
Intangible assets
Intangible assets are accounted for at cost. Amortization is based on their estimated useful life using the straight-line method and the following periods:
Customer relationship
3 years
Amortization methods, residual values and the useful lives of significant intangible assets are reviewed at each financial year-end. Any change is
accounted for prospectively as a change in accounting estimate.
Impairment of non-financial assets
For the purposes of assessing impairment, assets are grouped in cash-generating units ("CGU"), which represent the lowest levels for which there are
separately identifiable cash inflows generated by those assets. The Company reviews, at the end of each reporting period, whether events or
circumstances have occurred to indicate that the carrying amounts of its non-financial assets with finite useful lives may be less than their recoverable
amounts.
Goodwill, other intangible assets having an indefinite useful life, and intangible assets not yet available for use are tested for impairment on June 30 of
each financial year or whenever there is an indication that the carrying amount of the asset, of the CGU to which an asset has been allocated, exceeds
its recoverable amount. The recoverable amount is the higher of the fair value, less costs of disposal, and the value in use of the asset or the CGU. Fair
value, less costs of disposal, represents the amount an entity could obtain at the valuation date from the asset’s disposal in an arm’s length transaction
between knowledgeable, willing parties, after deducting the costs of disposal. The value in use represents the present value of the future cash flows
expected to be derived from the asset or the CGU.
45
Page 16
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
4.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Impairment of non-financial assets (continued)
An impairment loss is recognized in the amount by which the carrying amount of an asset or a CGU exceeds its recoverable amount. When the
recoverable amount of a CGU to which goodwill has been allocated is lower than the CGU’s carrying amount, the related goodwill is first impaired. Any
excess amount of impairment is recognized and attributed to assets in the CGU, prorated to the carrying amount of each asset in the CGU.
An impairment loss recognized in prior periods for non-financial assets with finite useful lives and intangible assets having an indefinite useful life, other
than goodwill, can be reversed through the consolidated statement of earnings (loss) to the extent that the carrying amount at the date that the
impairment is reversed does not exceed what the amortized cost would have been had the impairment not been recognized.
Income taxes
Current income taxes are recognized with respect to amounts expected to be paid or recovered under the tax rates and laws that have been enacted or
substantively enacted at the reporting date.
Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the carrying
amounts of existing assets and liabilities in the consolidated financial statements and their respective tax bases. Deferred income tax assets and
liabilities are measured using enacted or substantively enacted tax rates in effect for the year in which those temporary differences are expected to be
recovered or settled. The effect of a change in tax rates on deferred income tax assets and liabilities is recognized in earnings in the period that
includes the substantive enactment date. A deferred tax asset is recognized initially when it is probable that future taxable income will be sufficient to
use the related tax benefits. A deferred tax expense or benefit is recognized in other comprehensive earnings or otherwise directly in equity to the
extent that it relates to items that are recognized in other comprehensive earnings (loss) or directly in equity in the same or a different period.
In the course of the Company’s operations, there are a number of uncertain tax positions due to the complexity of certain transactions and due to the
fact that related tax interpretations and legislation are continually changing. When a tax position is uncertain, the Company recognizes an income tax
benefit or reduces an income tax liability only when it is probable that the tax benefit will be realized in the future or that the income tax liability is no
longer probable.
Financing fees
Financing fees related to long-term debt are capitalized in reduction of long-term debt and amortized using the effective interest rate.
Leases
Property, plant and equipment held under a finance lease are initially recognized at the lesser of the fair value of the asset and the present value of the
minimum lease payments. The leased item is then recognized in the same manner as other similar assets held by the Company. The related liability
payable to the lessor is recorded as a debt resulting from a finance lease and a finance charge is recognized in net earnings for the duration of the
lease.
Operating lease payments are recognized in the consolidated statement of earnings (loss) on a straight-line basis over the period of the lease. Any
lease incentives are amortized as a reduction lease expense.
Revenue recognition
Revenue from drilling contracts and ancillary services is recognized on the basis of actual metres drilled for each contract, which corresponds to the
amount to which the entity has a right to invoice.
46
Page 17
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
4.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
Earnings per share
Earnings per share are calculated using the weighted average number of shares outstanding during the year.
Diluted earnings per share are determined as net earnings (loss), divided by the weighted average number of diluted common shares outstanding for
the period. Diluted common shares reflect the potential dilutive effect of exercising the share options based on the treasury share method.
Share options
The Company uses the fair value method under IFRS 2 to account for share options. In accordance with this method, compensation cost is measured
at the fair value of the option at the grant date using the Black-Scholes option pricing model and is amortized to earnings over the vesting period. The
fair value is recognized as an expense with a corresponding increase in equity settled reserve. The amount recognized as an expense is adjusted to
reflect the number of share options expected to vest and is net of share options cancelled prior to being vested. When unexercised share options are
forfeited or expired, the amounts are transferred to retained earnings.
5.
CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGMENTS
The preparation of financial statements in accordance with IFRS requires the Company's management to make estimates and assumptions that affect
the reported amounts of assets and liabilities, disclosure of contingent assets and contingent liabilities on the reporting date, and amounts of revenues
and expenses for the relevant period. Although management regularly reviews its estimates, actual results may differ. The impact of changes to
accounting estimates is recognized in the period during which the change occurs, and in the affected future periods, when applicable. Areas in which
the estimates and assumptions are significant or which are complex, are presented as follows:
A) CRITICAL ACCOUTING ESTIMATES
Inventories
Inventory is measured at the lower of cost and net realizable value. In estimating net realizable values, management takes into account the most
reliable evidence available at the time the estimates are made. Net realizable value is determined using the estimated selling price less estimated costs
to complete the sale. Used and revised inventories are valued at 50% and 75% of cost, respectively. The amount of the write-down of inventories can
be reversed when the circumstances that led to the write-down charge in the past no longer exist.
Business combinations
On initial recognition, the assets and liabilities of the acquired business are included in the consolidated statement of financial position of the Company
at their fair values. In measuring fair value, Management uses estimates about future cash flows and discount rates; however, the actual results
may vary.
Impairment of non-financial assets
The Company also uses its judgment to determine whether an impairment test must be performed due to the presence of potential
impairment
indicators. In applying its judgment, the Company relies primarily on its knowledge of its business and the economic environment. As at June 30, 2019,
the Company concluded that there were impairment indicators, and it performed an impairment test. No impairment was recognized as a result of this
test. Significant management estimates are required to determine the recoverable amount of the cash-generating unit ("CGU") including estimates of
fair value of certain assets and selling costs. Differences in estimates could affect whether tangible and intangible assets are in fact impaired and the
dollar amount of that impairment. Significant assumptions used by management to determine the fair value of certain assets based on year, model and
condition at the date of valuation.
47
Page 18
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
5.
CRITICAL ACCOUNTING ESTIMATES, ASSUMPTIONS AND JUDGMENTS (continued)
Income taxes
The Company is subject to income taxes in various jurisdictions. Judgment is required in determining the worldwide provision for income taxes. There
are many transactions and calculations for which the ultimate tax determination is uncertain. The Company recognizes liabilities for anticipated tax audit
issues based on estimates of whether additional taxes will be due in the future. Where the final tax outcome of these matters is different from the
amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such
determination is made. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is
subject to interpretation. It establishes provisions, where appropriate, on the basis of amounts expected to be paid to the tax authorities.
Deferred income tax assets
The assessment of the probability in which deferred tax assets can be utilized is based on the Company’s latest approved budget forecast, which is
adjusted for significant non-taxable income (and expenses) and specific limits to the use of any unused tax loss or credit. The tax rules in the numerous
jurisdictions in which the Company operates are also carefully taken into consideration. If a forecast of taxable income indicates the probable use of a
deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognized in full. The recognition of deferred
tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on specific facts and
circumstances.
B) JUDGMENTS
Functional currency
In determining the functional currency of its foreign subsidiaries, the Company needs to evaluate different factors such as the currency that mainly
influences sales prices and costs, the economic environment and the degree of autonomy of the subsidiary. Following the evaluation of the different
factors, when the functional currency is not obvious, the Company uses its judgment to determine the functional currency that most faithfully represents
the economic effects of the underlying transactions, events and conditions.
6.
STANDARDS AND INTERPRETATIONS ADOPTED
The following standards and amendments to existing standards have been adopted by the Company on July 1, 2018:
IFRS 9 – Financial Instruments
IFRS 9 introduces new requirements for the classification and measurement of financial assets. Under IFRS 9, financial assets are classified and
measured based on the business model
in which they are held and the characteristics of their contractual cash flows. The standard introduces
additional changes relating to financial liabilities. It also amends the impairment model by introducing a new "expected credit loss" model for calculating
impairment.
The Company has applied IFRS 9 in the current period. The Company has adopted the new standards retrospectively without prior period restatement
based on the new classification requirements and the caracteristics of each financial instrument as at July 1, 2018. The following summarizes the
classification and measurement changes for the Company's financial assets and financial liabilities as a result of the adoption of IFRS 9:
48
Page 19
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
6.
STANDARDS AND INTERPRETATIONS ADOPTED (continued)
IFRS 9 – Financial Instruments (continued)
Asset/Liability
Cash and equivalents
Trade and other receivables
Investments
Loan receivable
Trade and other payables
Balance payable related to a business combination
Factoring liabilities
Long-term debt and finance leases
Original classification
under IAS 39
Loans and receivables
Loans and receivables
Available-for-sale
Loans and receivables
Other liabilities
Other liabilities
Other liabilities
Other liabilities
New classification
under IFRS 9
Amortized cost
Amortized cost
Fair value through profit or loss
Amortized cost
Amortized cost
Amortized cost
Amortized cost
Amortized cost
The accounting for these instruments and the line item in which they are included in the balance sheet were unaffected by the adoption of IFRS 9 with
the exception of the Company's investments, which were reclassified from available-for-sale to financial assets measured at fair value through profit or
loss ("FVTPL"). Fair value gains and losses on investments are recognized in general and administrative expenses in net earnings. In accordance with
transitional provisions, the Company has reflected the retrospective impact of the adoption of IFRS 9 due to change in classification for investments as
an adjustment to opening components of equity as at July 1, 2018.
Equity
Retained earnings
Accumulated other comprehensive earnings (loss)
Impact on equity
As presented
$
20,609
(88)
20,521
Restatements
$
(189)
189
-
July 1, 2018
As restated
$
20,420
101
20,521
The adoption of the new expected credit loss model for calculating impairment did not have any meaningful impact on the measurement of financial
assets measured at amortised cost.
IFRS 15 – Revenue from Contracts with Customers
The standard contains a single model that applies to contracts with customers and two approaches to recognizing revenue: at a point in time or over
time. The model features a contract-based five-step analysis of transactions to determine whether, how much and when revenue is recognized. New
estimates and judgmental thresholds have been introduced, which may affect the amount and/or timing of revenue recognized. The new standard
applies to contracts with customers. It does not apply to insurance contracts, financial instruments or lease contracts, which fall in the scope of other
IFRS. The new standard is effective for annual periods beginning on or after January 1, 2018. IFRS 15 replaces IAS 11, Construction Contracts , IAS
18, Revenue , IFRIC 13, Customer Loyalty Programmes , IFRIC 15, Agreements for the Construction of Real Estate , IFRIC 18, Transfer of Assets from
Customers , and SIC 31, Revenue – Barter Transactions Involving Advertising Services .
The Company has applied IFRS 15 in the current period. The Company has adopted IFRS 15 using the cumulative effect method, with the effect of
initially applying this standard recognized at the date of initial application (i.e. July 1, 2018). The Company used the practical expedient that allows an
entity to recognize revenue in the amount to which it has a right to invoice, since the Company has a right to consideration from a customer in an
amount that corresponds directly to the value to the customer of the Company’s performance completed to date. As such, there has been no change in
the way the Company recognizes revenue. The adoption of IFRS 15 did not have a material
impact on the Company’s consolidated financial
statements. The Company believes that the categories used in the Segmented information in Note 22 are the same categories necessary for
disaggregation of revenue.
49
Page 20
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
6.
STANDARDS AND INTERPRETATIONS ADOPTED (continued)
Classification and Measurement of Share-based Payment Transactions (Amendments to IFRS 2)
The amendments provide requirements on the accounting for (i) the effects of vesting and non-vesting conditions on the measurement of cash-settled
share-based payments; (ii) share-based payment transactions with a net settlement feature for withholding tax obligations; and (iii) a modification to the
terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. The amendments
apply for annual periods beginning on or after January 1, 2018. As a practical simplification, the amendments can be applied prospectively. The
adoption of the Amendments to IFRS 2 did not have an impact on the Company's consolidated statements.
IFRIC Interpretation 22 – Foreign Currency Transaction and Advance Consideration
IFRIC 22 clarifies that the date of the transaction, for the purpose of determining the exchange rate, is the date of initial recognition of the non-monetary
prepayment asset and deferred income liability, and that if there are multiple payments or receipt in advance, a date of transaction is established for
each payment or receipt. IFRIC Interpretation 22 is effective from the year beginning January 1, 2018. The adoption of IFRIC Interpretation 22 did not
have an impact on the Company's consolidated financial statements.
7. RECENT ACCOUNTING PRONOUNCEMENTS
New standards and interpretations not yet adopted:
IFRS 16 – Leases
The new standard is effective for annual periods beginning on or after January 1, 2019. Effective July 1, 2019, the Company will adopt IFRS 16 using
the modified retrospective approach, IFRS 16 set out new principles for the recognition, measurement, presentation and disclosure of leases for both
parties to a contract. The standard provides lessees with a single accounting model for all leases and requires a lessee to recognize assets and
liabilities for all leases with a term of more than 12 months, unless the underlying assets is of low value. In particular, lessees will be required to
recognize a right-of-use asset representing its right to use the underlying asset and lease liability representing its obligation to make lease payments.
Assets and liabilities arising from a lease will be initially measured on a present value basis.
As a result of adopting IFRS 16, the Company will recognize an increase of both assets and liabilities of the consolidated statements of financial
position as well as a decrease to operating expenses (for the removal of rent expense for leases), an increase to depreciation, amortization and write-
off (due to depreciation of the right-of-use asset) and an increase to finance cost (due to accretion of the lease liability). The Company is still evaluating
the impact of the adoption of this standard on its consolidated financial statements.
IFRIC 23 – Uncertainty over Income Tax Treatments
This interpretation provides guidance on the accounting for current and deferred tax liabilities and assets in circumstances in which there is uncertainty
over income tax treatments. The interpretation is applicable for annual periods beginning on or after January 1, 2019. Earlier application is permitted.
The interpretation requires an entity to (i) contemplate whether uncertain tax treatments should be considered separately, or together as a group, based
on which approach provides better predictions of the resolution; (ii) reflect an uncertainty in the amount of income tax payable (recoverable) if it is
probable that it will pay (or recover) an amount for the uncertainty; and (iii) measure a tax uncertainty based on the most likely amount or expected
value depending on whichever method better predicts the amount payable (recoverable). The Company does not expect IFRIC 23 to have a material
impact on the consolidated financial statements.
50
Page 21
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
8. EXPENSES BY NATURE
Detail of the depreciation and amortization expenses
The depreciation expense of property, plant and equipment and the amortization expense of intangible assets have been charged to the consolidated
statement of earnings (loss) as follows:
Cost of contract revenue
General and administrative expenses
Total depreciation and amortization
Principal expenses by nature
June 30
2019
$
8,785
1,203
9,988
Cost of contract revenue, general and administrative expenses, foreign exchange loss (gain) and finance costs by nature are as follows:
Depreciation and amortization
Employee benefits expense
Cost of inventories
Other expenses
Total cost of contract revenue, general and administrative
expenses, foreign exchange loss (gain) and finance costs
Cost of contract revenue
General and administrative expenses, foreign exchange
loss (gain) and finance costs
Total cost of contract revenue, general and administrative
expenses, foreign exchange loss (gain) and finance costs
June 30
2019
$
9,988
83,397
32,395
30,850
156,630
136,527
20,103
156,630
June 30
2018
$
7,900
874
8,774
June 30
2018
$
8,774
87,187
37,767
35,123
168,851
151,603
17,248
168,851
51
Page 22
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
9.
INVENTORIES
Spare parts, net
Consumables, net
Other
June 30
2019
$
14,718
27,334
1,891
43,943
Spare parts mainly include motors and machine parts. Consumables mainly include limited life tools, rods, hammers, wire lines and casings.
The cost of inventories recognized as an expense and included in cost of contract revenue has been recorded as follows:
June 30
2019
$
32,395
June 30
2018
$
13,067
25,000
1,352
39,419
June 30
2018
$
37,767
During the year, an amount of $397 (2018: $604) has been accounted for as a write-down of inventories as a result of net realizable value being lower
than cost. As at June 30, 2019 and 2018, no amount has been accounted as a reversal of a write-down of inventory.
The Company's credit facilities are in part secured by a general assignment of the Company's inventories.
10.
INVESTMENTS
Investments in public companies, beginning of the year
Acquisition of investments
Conversion of trade receivables
Proceeds from disposal of investments
Change in fair value of available-for-sale investments
Change in fair value of investments measured at fair value through profit or loss
Investments in public companies, end of the year
June 30
2019
$
542
-
61
-
-
(184)
419
June 30
2018
$
682
90
-
(30)
(200)
-
542
The Company holds common shares in publicly traded companies. These shares are classified as fair value through profit or loss and are reported at
fair value, reflecting their quoted share price at the reporting date. The original cost is $486 ($425 as at June 30, 2018). There is no gain on disposal of
investments for the year ended June 30, 2019. For the year ended June 30, 2018, the gain on disposal of investments totalling $18 is included in
general and administrative expenses.
52
Page 23
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
11. PROPERTY, PLANT AND EQUIPMENT
Cost
Balance as at July 1, 2018
Additions
Disposals
Write-offs
Business combination (Note 2)
Effect of movements in exchange rates
Balance as at June 30, 2019
Accumulated Depreciation
Balance as at July 1, 2018
Depreciation
Disposals
Write-offs
Effect of movements in exchange rates
Balance as at June 30, 2019
Cost
Balance as at July 1, 2017
Additions
Disposals
Write-offs
Effect of movements in exchange rates
Balance as at June 30, 2018
Accumulated Depreciation
Balance as at July 1, 2017
Depreciation
Disposals
Write-offs
Effect of movements in exchange rates
Balance as at June 30, 2018
June 30, 2018:
Net book value
Portion related to finance leases
June 30, 2019:
Net book value
Portion related to finance leases
Buildings and
components
$
Drilling
equipment
$
10,449
240
-
-
-
(4)
10,685
3,900
622
-
-
(2)
4,520
79,189
4,473
(536)
(838)
4,067
(899)
85,456
53,455
6,329
(576)
(777)
(718)
57,713
Buildings and
components
$
Drilling
equipment
$
10,415
76
(47)
-
5
10,449
3,347
600
(47)
-
-
3,900
6,549
-
6,165
-
74,166
5,721
(670)
(829)
801
79,189
48,250
5,906
(432)
(812)
543
53,455
25,734
741
27,743
42
Land
$
841
-
(37)
-
-
-
804
-
-
-
-
-
-
Land
$
841
-
-
-
-
841
-
-
-
-
-
-
841
-
804
-
Vehicles
$
17,474
3,156
(765)
(119)
135
(54)
19,827
11,810
2,356
(733)
(91)
(49)
13,293
Vehicles
$
16,371
2,319
(710)
(413)
(93)
17,474
10,976
1,979
(705)
(413)
(27)
11,810
5,664
91
6,534
119
Other
$
3,424
454
-
-
193
(13)
4,058
2,471
391
-
-
(8)
2,854
Other
$
2,971
459
-
-
(6)
3,424
2,177
289
-
-
5
2,471
953
-
1,204
-
Total
$
111,377
8,323
(1,338)
(957)
4,395
(970)
120,830
71,636
9,698
(1,309)
(868)
(777)
78,380
Total
$
104,764
8,575
(1,427)
(1,242)
707
111,377
64,750
8,774
(1,184)
(1,225)
521
71,636
39,741
832
42,450
161
The gain on disposal of property, plant and equipment totalling $312 for the year ended June 30, 2019 (a gain of $199 for the year ended
June 30, 2018) is included in cost of contract revenue.
53
Page 24
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
12.
INTANGIBLE ASSETS
Customer relationship
Balance as at July 1, 2018
Business combinaition (Note 2)
Amortization
Effect of movements in exchange rates
Balance as at June 30, 2019
Net book value:
June 30, 2019
13.
LONG-TERM DEBT AND FINANCE LEASES
Loan authorized for a maximum amount of $35,000 ($30,000 before December
12, 2018), bearing interest at prime rate plus 2.00%, effective rate as at
interest at prime rate plus 2.00%,
June 30, 2019 of 5.95% (June 30, 2018:
effective rate of 5.45%), maturing in November 2021, secured by a first rank
hypothec on the universality of all present and future assets (a) (b) (c)
Loan authorized for an amount of $2,500, bearing interest at prime rate plus
4.50%, effective rate as at June 30, 2019 of 8.45% (June 30, 2018: bearing
interest at prime rate plus 4.50%, effective rate of 7.95%), payable in monthly
instalments of $52 as from June 2017, maturing in May 2021, secured by a
second rank hypothec on the universality of all present and future assets (b)
Loan authorized for an amount of $6,740 (US$5,150), bearing interest at prime
rate plus 2.75%, effective rate as at June 30, 2019 of 8.25%, payable in monthly
instalments of $59 (US$45) as from May 2019, maturing in January 2024,
secured by a third rank hypothec on the universality of all present and
future assets (d)
Finance leases, bearing interest between 4.50% and 5.99% (June 30, 2018:
3.34% and 5.99%), maturing in July 2021
Current portion
Cost
$
-
1,348
-
(58)
1,290
Accumulated
amortization
$
-
-
(290)
-
(290)
Total
$
-
1,348
(290)
(58)
1,000
1,000
June 30
2019
$
June 30
2018
$
25,041
17,954
1,192
1,813
3,192
-
151
29,576
(1,400)
28,176
271
20,038
(812)
19,226
54
Page 25
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
13.
LONG-TERM DEBT AND FINANCE LEASES (continued)
(a)
(b)
(c)
(d)
The rate is variable based on the quarterly calculation of a financial ratio and can vary from prime rate plus 0.50% to 2.25%.
An unamortized amount of $286 ($178 as at June 30, 2018), representing financing fees, has been netted against the long-term debt. This amount
is being amortized to earnings over the term of the debt, using the effective interest method.
On June 28, 2019, the Company signed an amendment to the Third Amended and Restated Credit Agreement with National Bank of Canada,
consisting of a revolving credit facility in the amount of $35,000 along with a revolving credit facility in an unused amount of US$5,000 as at June
30, 2019, that will expire November 2, 2021.
On December 20, 2018, the Company entered into a loan agreement for a term loan in a principal amount of up to US$5,150. The initial drawdown
of US$2,575 received on January 21, 2019 was used to reduce the credit facility described above.
Under the terms of the long-term debt agreements, the Company must satisfy certain restrictive covenants as to minimum financial ratios (Note 14). As
at June 30, 2019, the Company was compliant with its financial covenants (June 30, 2018: the Company was compliant with its financial covenants).
As at June 30, 2019, the prime rate in Canada was 3.95% for Canadian loans (3.45% as at June 30, 2018) and the prime rate in United States was
5.50% for US loans (5.50% as at June 30, 2018).
As at June 30, 2019, principal payments required in the next years are as follows:
Within one year
Later than one year and not later than five years
Minimum lease payments are as follows:
Within one year
Later than one year and not later than five years
Less: future finance charges
Present value of minimum lease payments
Long-term debt and finance leases by currency and by term are as follows:
As at June 30, 2019
$000s
CAN
US (US$2,439)
Chilean Pesos (CLP6,960)
Loan
$
1,347
28,364
29,711
Finance lease
$
53
98
151
Total
$
1,400
28,462
29,862
Minimum
lease payments
$
56
99
155
(4)
151
Total
$
26,371
3,192
13
29,576
Present value of minimum
lease payments
June 30
2018
$
187
84
271
-
271
June 30
2019
$
53
98
151
-
151
Within
one year
$
665
722
13
1,400
Later than one
but not later than
five years
$
25,706
2,470
-
28,176
55
Page 26
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
13.
LONG-TERM DEBT AND FINANCE LEASES (continued)
Reconciliation of movements of long-terme debt and finance leases to cash flows arising from financing activities:
Balance on July 1
Net increase in the revolving credit facility
Increase in other long-term debts and finance leases
Repayment of other long-term debt and finance leases
Amortization of transaction costs related to loans
Transaction costs related to loans
Impact of the change in foreign exchange rates on the US dollar debt
Balance on June 30
14.
CAPITAL MANAGEMENT
2019
$
20,038
7,200
7,506
(5,051)
95
(203)
(9)
29,576
2018
$
16,988
4,522
1,635
(2,971)
73
(209)
-
20,038
The Company includes long-term debt and finance leases, balance payable related to a business combination, share capital, equity settled reserve,
retained earnings, accumulated other comprehensive loss and cash and equivalents in its definition of capital.
The Company's capital structure is as follows:
Long-term debt and finance leases
Balance payable related to a business combination
Share capital
Equity settled reserve
Retained earnings
Accumulated other comprehensive loss
Cash and equivalents
June 30
2019
$
29,576
3,370
58,857
1,486
16,971
(738)
(2,480)
107,042
June 30
2018
$
20,038
-
57,207
1,208
20,609
(88)
(4,633)
94,341
The Company's objective when managing its capital structure is to maintain financial flexibility in order to i) preserve access to capital markets; ii)
meet financial obligations; and iii) finance internally generated growth and potential new acquisitions. To manage its capital structure, the Company may
adjust spending, issue new shares, issue new debt or repay existing debts.
Under the terms of certain of the Company's debt agreements, the Company must satisfy certain financial covenants, such as Senior debt to earnings
before income taxes, interest, depreciation and amortization ratio, Senior debt to capitalization ratio and fixed charge coverage ratio. Such agreements
indebtedness, create liens, engage in mergers or acquisitions and make
also limit, among other things, the Company's ability to incur additional
dividend and other payments. As at June 30, 2019, as mentioned in Note 13, the Company complied with its covenants (June 30, 2018: the Company
was compliant with its financial covenants).
In order to facilitate the management of its capital requirements, the Company prepares annual budgets that are updated as necessary, dependent on
various factors.
The Company's objectives with regards to capital management remain unchanged from the prior year.
56
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ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
15. SHARE CAPITAL
Authorized, an unlimited number of common and preferred shares:
Common shares, participating and voting, without nominal or par value
Preferred shares rights privileges, restrictions and conditions must be adopted before their issuance by a resolution of the Board of Directors of the
Company.
Common shares
Balance, beginning of the year
Shares issued:
Business combination (Note 2)
For share options exercised
Balance, end of the year
Net earnings (loss) per share
June 30, 2019
June 30, 2018
Number of
shares
$
Number of
shares
36,147,119
57,207
36,094,919
861,637
13,000
37,021,756
1,632
18
58,857
-
52,200
36,147,119
$
57,130
-
77
57,207
Diluted net earnings (loss) per common share were calculated based on net earnings (loss) divided by the average number of common shares
outstanding using the treasury shares method. For 2019, share options are not included in the computation of diluted net loss per share as their
inclusion would be anti-dilutive.
Net earnings (loss) per share - basic
Net earnings (loss) attributable to common
shareholders
Weighted average basic number of
common shares outstanding
Net earnings (loss) per share - basic
Net earnings (loss) per share - diluted
Net earnings (loss) attributable to common
shareholders
Weighted average basic number of
common shares outstanding
Adjustment to average number of common
shares - share options
Weighted average diluted number of
common shares outstanding
Net earnings (loss) per share - diluted
June 30
2019
June 30
2018
$
(3,470)
$
4,484
36,768,700
(0.09)
$
36,121,152
0.12
$
June 30
2019
$
June 30
2018
$
$
(3,470)
$
4,484
36,768,700
36,121,152
-
720,732
36,768,700
(0.09)
$
36,841,884
0.12
$
57
Page 28
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
15. SHARE CAPITAL (continued)
2008 share option plan
On June 26, 2008, the Company established an equity settled option plan (the 2008 Share Option Plan), which is intended to aid in attracting, retaining
and motivating the Company’s officers, employees, directors and consultants. The option plan has been prepared in accordance with the TSX’s policies
on listed company security-based compensation arrangements. Persons eligible to be granted options under the option plan are: any director, officer or
employee of Orbit Garant or of any subsidiary company controlled by any such person or a family trust of which at least one trustee is any such person
and all of the beneficiaries of which are such person and his or her spouse or children.
The aggregate number of common shares which may be issued from treasury upon the exercise of options under the 2008 Share Option Plan shall not
exceed 10% of the issued and outstanding common shares. The number of common shares which may be reserved for issuance pursuant to options
granted under the option plan, together with common shares reserved for issuance from treasury under any other employee-related plan of the
Company, or options for services granted by the Company to any one person, shall not exceed 5% of the then aggregate issued and outstanding
common shares.
The Board of Directors, through the recommendation of the Corporate Governance and Compensation Committee, manages the 2008 Share Option
Plan and determines, among other things, optionees, vesting periods, exercise price and other attributes of the options, in each case pursuant to the
2008 Share Option Plan, applicable securities legislation and the rules of the TSX. Options vest at a rate ranging from 20% to 33% per annum
commencing 12 months after the date of grant and expire no later than 7 years after the grant date. Options are forfeited when the option holder ceases
to be a director, officer or employee of the Company. The exercise price for any option may not be less than the fair market value (the closing price of
the common shares on the TSX on the last trading day on which common shares traded prior to such day, or the average of the closing bid and ask
prices over the last five trading days, if no trades accrued over that period) of the common shares at the time of the grant of the option.
All share options outstanding are granted to directors, officers and employees. Details regarding the share options outstanding are as follows:
Outstanding at the beginning of the year
Granted during the year
Exercised during the year (a)
Cancelled during the year
Outstanding at end of the year
Exercisable at end of the year
Number
of options
2,496,500
500,000
(13,000)
(23,000)
2,960,500
1,610,768
June 30, 2019
Weighted average
exercise price
$
1.48
1.73
0.95
1.96
1.52
1.43
Number
of options
2,336,500
490,000
(52,200)
(277,800)
2,496,500
1,150,900
June 30, 2018
Weighted average
exercise price
$
1.35
2.10
1.03
1.59
1.48
1.43
(a)
For the year ended June 30, 2019, the weighted average share price at the date of exercise was $1.30 (for the year ended June 30, 2018: $2.11).
On December 5, 2018, 500,000 share options have been granted to employees and directors giving the option to purchase a common share for an
exercice price of $1.73 per share which represents the fair value of a common share at the date of the grant. These options have a life of 5 years and
will vest at a rate of 33% per annum commencing 12 months after the date of the grant.
58
Page 29
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
15. SHARE CAPITAL (continued)
The following table summarizes information on share options outstanding as at June 30, 2019:
Range of
exercise price
$
0.50 - 1.49
1.50 - 2.49
3.50 - 4.49
Outstanding at
June 30, 2019
Weighted average
remaining life
(years)
Weighted average
exercise price
$
Exercisable at
June 30, 2019
Weighted average
exercise price
$
1,191,500
1,766,500
2,500
2,960,500
2.60
3.34
0.37
0.87
1.95
4.00
927,100
681,168
2,500
1,610,768
0.91
2.11
4.00
The Company's calculations of the fair value of options granted were made using the Black-Scholes option-pricing model. The following table
summarizes the grant date fair value calculations with weighted average assumptions:
Risk-free interest rate
Expected life (years)
Expected volatility (based on historical volatility)
Expected dividend yield
Fair value of options granted
Granted
in December 2018
Granted
in December 2017
2.41%
3
39.77%
0%
$0.55
1.62%
3
40.07%
0%
$0.66
During the years mentioned below, the total expense related to share-based compensation to employees and directors has been recorded and
presented in general and administrative expenses as follows:
Expense related to share-based compensation
16.
INCOME TAXES
Income tax expense recovery comprises the following:
Current tax
Current year
Prior years adjustments
Deferred tax
Current year
Prior years adjustements
59
June 30
2019
$
305
June 30
2019
$
1,623
(65)
1,558
(1,891)
(13)
(1,904)
(346)
June 30
2018
$
271
June 30
2018
$
178
(190)
(12)
(236)
(3)
(239)
(251)
Page 30
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
16.
INCOME TAXES (continued)
The tax rates prescribed by the applicable laws were at 26.65% in 2019 and at 26.75% in 2018.
Earnings (loss) before income taxes
Statutory rates
Income taxes based on statutory rates
Increase (decrease) of income taxes due
to the following:
Non-deductible expenses
Non-deductible share-based
compensation expense
Difference of income tax rates between territories
Effect of corporate tax rates modification
Withholdings taxes
Income tax assets unrecognized
Non-taxable portion of capital gain
Prior years adjustments
Other
Total income tax recovery
June 30
2019
$
(3,816)
26.65%
(1,017)
46
81
29
-
352
250
-
(78)
(9)
(346)
June 30
2018
$
4,233
26.75%
1,132
225
73
21
(19)
175
(1,599)
(1)
(193)
(65)
(251)
Deferred income taxes are based on differences between the accounting and tax values of assets and liabilities and consist of the following at the dates
presented:
Deferred income tax assets:
Intangible assets
Loss carried forward
Non-deductible provisions
Total deferred income tax assets
Deferred income tax liabilities:
Investments
Property, plant and equipment
Total deferred income tax liabilities
Net deferred income tax assets
July 1
2018
$
131
4,140
982
5,253
6
1,354
1,360
3,893
Recognized in
statement of
earnings (loss)
$
(92)
2,161
(41)
2,028
(6)
144
138
1,890
Other
$
-
-
-
-
-
-
-
-
June 30
2019
$
39
6,301
941
7,281
-
1,498
1,498
5,783
60
Page 31
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
16.
INCOME TAXES (continued)
Deferred income tax assets:
Intangible assets
Loss carried forward
Non-deductible provisions
Total deferred income tax assets
Deferred income tax liabilities:
Investments
Property, plant and equipment
Total deferred income tax liabilities
Net deferred income tax assets
July 1
2017
$
50
4,635
99
4,784
30
1,118
1,148
3,636
Recognized in
statement of
earnings (loss)
$
81
(495)
883
469
(6)
236
230
239
As presented in the consolidated statements of financial position:
Deferred tax assets
Deferred tax liabilities
Tax losses for which no deferred tax assets were recognized expire as follows:
June 30, 2024
17. ADDITIONAL INFORMATION RELATING TO THE STATEMENTS OF CASH FLOWS
Changes in non-cash operating working capital items:
Trade and other receivables
Inventories
Prepaid expenses
Trade and other payables
Other
$
-
-
-
-
(18)
-
(18)
18
June 30
2019
$
5,783
-
5,783
June 30
2019
$
(4,214)
(1,951)
(270)
539
(5,896)
June 30
2018
$
131
4,140
982
5,253
6
1,354
1,360
3,893
June 30
2018
$
4,010
(117)
3,893
Burkina Faso
$
606,000
June 30
2018
$
(8,329)
(694)
(126)
5,266
(3,883)
61
Page 32
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
18. COMMITMENTS AND GUARANTEES
Commitments
The Company has entered into operating lease agreements expiring in 2020 which call for lease payments of $16 for the rental of vehicles. The
Company has also entered into lease agreements for offices expiring between 2020 and 2029 for minimum lease payments of $2,421. None of the
operating lease agreements contain renewal or purchase options or escalation clauses or any restrictions. The minimum lease payments under these
lease agreements for the next five and subsequent years are detailed as follows:
2020
2021
2022
2023
2024
Subsequent years
$
712
420
230
185
165
725
Lease payments recognized as an expense during the year amount to $6,490 (year ended June 30, 2018: $8,837). This amount consists of minimum
lease payments. No sublease payments or contingent rent payments were made or received. No sublease income is expected as all assets held under
lease agreements are used exclusively by the Company.
Guarantees
As at June 30, 2019, the Company issued some bank guarantees in favor of customers for a total amount of $1,734 (year ended June 30,
2018: $1,090), maturing between August 2019 and March 2020. For the year ended June 30, 2019, the Company has not made any payments in
connection with these guarantees.
19. RELATED AND ASSOCIATE PARTY TRANSACTIONS
Transactions with related parties
The Company is related to Dynamitage Castonguay Ltd., a company in which a director has an interest.
On February 28, 2017, the Company granted a loan maturing not later than February 28, 2019, for the amount of $1,237 to the President and Chief
Executive Officer in connection with the exercise of his options to purchase 942,000 shares of Orbit Garant Drilling Inc. The loan bore interest at the
rate of 4% annually and was secured by a pledge of shares and a guarantee from 6705570 Canada Inc. On December 15, 2017, the President and
Chief Executive Officer repaid an amount of $628 and on December 19, 2018, he repaid the balance of the loan and accrued interest for an amount of
$675.
During the years ended June 30, 2019 and 2018, the Company entered into the following transactions with its related companies and with persons
related to directors:
Revenues
Expenses
As at June 30, 2019, an amount of $59 was receivable resulting from these transactions (June 30, 2018: $769).
June 30
2019
$
266
151
June 30
2018
$
283
131
62
Page 33
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
19. RELATED AND ASSOCIATE PARTY TRANSACTIONS (continued)
Transactions with associate parties
During the years ended June 30, 2019 and 2018, the Company entered into the following transactions with its associate parties:
trade and other
receivables included an amount
receivable of $1,672 from one of
the Company's associates
June 30
2019
$
22,645
June 30
2018
$
9,099
Revenues
As at June 30, 2019,
(June 30, 2018: $1,454).
All of these related and associate parties transactions made in the normal course of business were measured at the exchange amount, which is the
amount established and agreed to by the parties.
20. KEY MANAGEMENT COMPENSATION
The compensation recognized for key management remuneration and director's fees is analyzed as follows:
Salaries and fees
Share-based compensation
21. FINANCIAL INSTRUMENTS
June 30
2019
$
1,877
200
2,077
June 30
2018
$
1,734
236
1,970
The Company is exposed to various risks related to its financial assets and liabilities. There have been no substantive changes in the Company’s
exposure to financial instrument risks, its objectives, policies and processes for managing those risks, or the methods used to measure them, from
previous years, unless otherwise stated in this note.
Currency risk
The Company realizes a part of its activities in US dollars (US $), in Chiliean Pesos (CLP), in Ghanian cedi (GHS cedi) and in West African
Francs (XOF). The Company's exposure to currency risk on its consolidated financial statements was as follows as at June 30, 2019:
Cash and equivalents
Trade receivables
Income tax receivable (payable)
Accounts payable and accrued liabilities
Current portion of long-term debt and finance leases
Net balance exposure
Equivalent in Canadian dollars
US $
$000s
880
1,777
72
(106)
(542)
2,081
2,725
CLP
$000s
GHS cedi
000s
197,344
2,961,014
(107,842)
(299,847)
-
2,750,669
5,309
130
8,420
2,496
(946)
-
10,100
2,425
XOF
000s
223,581
2,180,876
(95,252)
(1,572,268)
-
736,937
1,671
63
Page 34
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
21. FINANCIAL INSTRUMENTS (continued)
Currency risk (continued)
The Company has estimated that a 10% increase or decrease in the foreign exchange rates would have caused a corresponding annual increase or
decrease in net earnings (loss) and comprehensive earnings (loss) of:
Increase in net income in Canadian dollars
US $
199
CLP
388
GHS cedi
177
The Company's exposure to currency risk on its consolidated financial statements was as follows as at June 30, 2018:
Cash and equivalents
Trade receivables
Income tax receivable
Accounts payable and accrued liabilities
Net balance exposure
Equivalent in Canadian dollars
US $
$000s
522
1,258
67
(78)
1,769
2,329
CLP
$000s
GHS cedi
000s
832,880
2,907,515
215,194
(568,563)
3,387,026
6,794
625
4,550
809
(45)
5,939
1,628
XOF
122
XOF
000s
137,871
608,227
25,877
(115,076)
656,899
1,556
The Company has estimated that a 10% increase or decrease in the above foreign exchange rates would have caused a corresponding annual
increase or decrease in net earnings (loss) and comprehensive earnings (loss) of:
Increase in net income in Canadian dollars
Credit risk
US $
170
CLP
465
GHS cedi
103
XOF
109
The Company provides credit to its customers in the normal course of its operations. The Company has adopted a policy of only dealing with
creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating the risk of financial loss from defaults.
It
carries out, on a continuing basis, credit checks on its customers and maintains provisions for contingent credit losses. Demand for the Company’s
drilling services depends upon the level of mineral exploration and development activities conducted by mining companies, particularly with respect to
gold, nickel and copper.
In order to reduce the credit risk, the Company is using insurance coverage from Export Development Canada ("EDC") on certain accounts receivable
from its customers. The insurance program provides under certain terms and conditions an insurance coverage amount of up to 90% of certain
accounts receivable. As at June 30, 2019, the amount of the insurance coverage from EDC represents 7% of the accounts receivable (5% as at
June 30, 2018).
The carrying amounts for accounts receivable are net of allowances for doubtful accounts, which are estimated based on aging analysis of receivables,
past experience, specific risks associated with the customer and other relevant information. The maximum exposure to credit risk is the carrying value
of the financial assets.
The allowance for doubtful accounts is established based on the Company's best estimate on the recovery of balances for which collection may be
uncertain. Uncertainty of collection may become apparent from various indicators, such as a deterioration of the credit situation of a given client or
delay in collection when the aging of invoices exceeds the normal payment terms. Management regularly reviews accounts receivable and assesses
the appropriateness of the allowance for doubtful accounts.
64
Page 35
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
21. FINANCIAL INSTRUMENTS (continued)
Credit risk (continued)
The aging of trade receivable balances and the allowance for doubtful accounts as at June 30, 2019 and June 30, 2018 were as follows:
Current
Past due 0-30 days
Past due more than 30 days
Total trade receivables
Less: allowance for doubtful accounts
The change in the allowance for doubtful accounts is detailed below:
Balance at beginning of year
Change in allowance, other than write-offs and recoveries
Write-offs of accounts receivable
Recoveries
Balance at end of year
June 30
2019
$
28,923
3,346
4,303
36,572
899
35,673
June 30
2019
$
727
269
(150)
53
899
June 30
2018
$
24,701
3,454
3,798
31,953
727
31,226
June 30
2018
$
525
240
-
(38)
727
As at June 30, 2019, 79% (June 30, 2018: 77%) of the trade and other receivables are aged as current and 2% are impaired (June 30, 2018: 2%).
One major customer represents 15% of the trade accounts receivable as at June 30, 2019 (June 30, 2018, one major customer represents 20% of
these accounts).
Two major customers represent 31% of the contract revenue for the year ended June 30, 2019 (year ended June 30, 2018, two major customers
represent 28%).
Credit risk also arises from cash and cash equivalents with banks and financial institutions. This risk is limited because the counterparties are mainly
Canadian banks with high credit ratings. The risk is limited for the loan receivable because it is secured by a pledge of Company's shares.
The Company does not enter into derivatives to manage credit risk.
Interest rate risk
The Company is subject to interest rate risk since a significant part of the long-term debt bears interest at variable rates.
As at June 30, 2019, the Company has estimated that a 100 basis point increase or decrease in interest rates would have caused a corresponding
annual increase or decrease in net earnings (loss) and comprehensive earnings (loss) of $217 (June 30, 2018, $146).
Equity market risk
Equity market risk is defined as the potential adverse impact on the Company's earnings due to movements in individual equity prices or general
movements in the level of the stock market. The Company closely monitors the general trends in the markets and individual equity movements, and
determines the appropriate course of actions to be taken by the Company.
65
Page 36
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
21.
FINANCIAL INSTRUMENTS (continued)
Fair value
The fair value of cash and equivalents, trade and other receivables, trade and other payables and balance payable related to a business combination
is approximately equal to their carrying values due to their short-term maturity.
The fair value of long-term debt approximates its carrying value as it bears interest at a variable rate and has financing conditions similar to those
currently available to the Company.
Fair value hierarchy
The methodology used to measure the Company's financial instruments accounted for at fair value is determined based on the following hierarchy:
Level
Level 1
Level 2
Level 3
Basis for determination of fair value
Quoted prices in active markets for identical assets or liabilities.
Inputs other than quoted prices included in Level 1 that are directly or indirectly observable for
the asset or liability.
Inputs for the asset or liability that are not based on observable
The fair value hierarchy requires the use of observable market inputs whenever such inputs exist. A financial instrument is classified to the lowest
level of the hierarchy for which a significant input has been considered in measuring fair value.
As at June 30, 2019, the investments are measured at fair value and are classified as a Level 1 financial instrument as the fair value is determined
using quoted prices in the active markets.
As at June 30, 2019
Financial assets measured at amortized cost
Cash and cash equivalents
Trade and other receivables
Financial assets measured at fair value
Investments
Financial liabilities measured at amortized cost
Trade and other payables
Balance payable related to a business combination
Long-term debt and finance leases
As at June 30, 2018
Financial assets measured at amortized cost
Cash and cash equivalents
Trade and other receivables
Financial assets measured at fair value
Investments
Financial liabilities measured at amortized cost
Trade and other payables
Long-term debt and finance leases
Carrying value
$
Fair value
$
Level 1
$
Level 2
$
Level 3
$
2,480
36,643
419
419
419
24,744
3,370
29,576
Carrying value
$
Fair value
$
Level 1
$
Level 2
$
Level 3
$
4,633
32,503
542
542
542
24,247
20,038
There were no transfers of amounts between Level 1, Level 2 and Level 3 financial instruments for the year ended June 30, 2019.
66
Page 37
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
21. FINANCIAL INSTRUMENTS (continued)
Liquidity risk
Liquidity risk arises from the Company’s management of working capital, the finance costs and principal repayments on its debt instruments.
risk that the Company will not be able to meet its financial obligations as they fall due.
It is the
The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring
forecast and actual cash flows and matching the maturity profiles of financial assets and liabilities.
In Note 13 are details of undrawn facilities that the
Company has at its disposal to further reduce liquidity risk.
The Company enters into receivable purchase agreements (commonly referred to as "factoring agreements") with different banks as part of its normal
working capital financing. The Company receives 100% of the value of the specific sales invoice less a charge between 0.46% and 0.52%. As at
June 30, 2019 and 2018, there were no amounts included in the trade receivables related to factored accounts.
The following tables present the contractual cash flows for the financial liabilities based on their remaining contractual maturities:
Trade and other payables
Balance payable related to a business combination
Long-term debt
Finance lease
Trade and other payables
Long-term debt
Finance lease
22. SEGMENTED INFORMATION
Total
$
24,744
3,370
29,711
151
57,976
Total
$
24,247
19,945
271
44,463
0 - 1 year
$
24,744
3,370
1,347
53
29,514
0 - 1 year
$
24,247
625
187
25,059
2 - 3 years
$
As at June 30, 2019
4 - 5 years
$
-
-
27,340
98
27,438
2 - 3 years
$
-
19,320
84
19,404
-
-
1,024
-
1,024
As at June 30, 2018
4 - 5 years
$
-
-
-
-
The Company is separated into two geographical reportable segments: Canada and International (US, Central and South America and West Africa).
The elements of the results and the financial situation are divided between the segments, based on destination of contracts or profits. Data by
geographical areas follow the same accounting rules as those used for the consolidated accounts. Transfers between segments are carried out at
market prices.
Operational sectors are presented using the same criteria as for the production of the internal report to the chief operating decision maker, who
allocates the resources and evaluates the performance of the operational sectors. The chief operating decision maker is considered to be the President
and Chief Executive Officer, who evaluates the performance of both segments by the revenues of ordinary activities from external clients and earnings
(loss) from operations.
67
Page 38
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
22. SEGMENTED INFORMATION (continued)
Data relating to each of the Company's reportable operating segments are presented as follows:
Contract revenue
Canada
International (1)
Earnings (loss) from operations
Canada
International
General and corporate expenses (2)
Finance costs
Income tax recovery
Net earnings (loss)
June 30
2019
$
109,465
43,349
152,814
(2,914)
6,403
3,489
5,188
2,117
(346)
6,959
(3,470)
June 30
2018
$
120,887
52,197
173,084
6,302
3,078
9,380
3,437
1,710
(251)
4,896
4,484
(1)
(2)
The International operating segment included
Chilean revenue as follows :
26,113
41,577
General and corporate expenses include expenses for corporate offices, share options and certain unallocated costs.
Depreciation and amortization
Canada
International
Total depreciation and amortization included in earnings (loss)
from operations
Unallocated and corporate assets
Total depreciation and amortization
June 30
2019
$
5,925
2,860
8,785
1,203
9,988
June 30
2018
$
5,484
2,416
7,900
874
8,774
68
Page 39
ORBIT GARANT DRILLING INC.
Notes to Consolidated Financial Statements
For the years ended June 30, 2019 and 2018
(in thousands of Canadian dollars, except for data per share and option data)
22. SEGMENTED INFORMATION (continued)
Identifiable assets
Canada
Chile
International - Other
Property, plant and equipment
Canada
Chile
International - Other
Intangible assets
International - Other
Non-current assets acquisitions
Canada
International
Unallocated and corporate assets
As at
June 30, 2019
$
As at
June 30, 2018
$
92,307
15,486
26,902
134,695
29,567
4,286
8,597
42,450
1,000
June 30
2019
$
6,757
6,783
526
14,066
85,864
19,824
17,650
123,338
29,789
4,914
5,038
39,741
-
June 30
2018
$
7,238
911
426
8,575
69
Page 40
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70
Shareholder Information
Orbit Garant Drilling Inc.
Directors
Paul Carmel
Chair of the Board of Directors
(1, 2)
William N. Gula (1, 2*)
Senior Advisor, Morrison Park Advisors, and
Partner, Hansell LLP
Jean-Yves Laliberté (1*, 2)
Corporate Director and Consultant
Pierre Alexandre
Vice Chair and Vice President of Corporate Development,
Orbit Garant Drilling Inc.
Eric Alexandre
President and Chief Executive Officer, Orbit Garant Drilling Inc.
1 Member of Audit Committee.
2 Member of Corporate Governance and Compensation Committee.
*
Denotes Committee Chair.
Officers
Eric Alexandre
President and Chief Executive Officer
Pierre Alexandre
Vice Chairman and Vice President of Corporate Development
Alain Laplante
Vice President and Chief Financial Officer
Head Office
3200, boul. Jean-Jacques Cossette
Val-d’Or, Quebec
J9P 6Y6
T: 866-824-2707
F: 819-824-2195
www.orbitgarant.com
Stock Exchange Listing
Toronto Stock Exchange
Trading Symbol: OGD
Common Shares Outstanding
37,021,756 (as at June 30, 2019)
Investor Relations
Alain Laplante
Tel: 819-824-2707
Email: investors@orbitgarant.com
Bruce Wigle
Tel: 647-496-7856
Email: investors@orbitgarant.com
Transfer Agent and Registrar
AST Trust Company (Canada)
2001 Robert-Bourassa Blvd., Suite 1600
Montreal, QC
H3A 2A6
Tel: 1-800-387-0825
General Counsel
Goodmans LLP
Gowling WLG (Canada) LLP
Auditors
KPMG LLP
Annual Meeting
Wednesday, December 4, 2019
Hôtel Le Crystal
1100, de la Montagne Street
Drummond Room
Montreal, Quebec
H3G 0A1
The meeting will commence at 10:00 a.m. (ET)
71
COORDONNÉES
CONTACT
Si vous avez des questions concernant Forage Orbit Garant et ses activités, n’hésitez pas à
Should you have any questions regarding Orbit Garant Drilling and its operations, please
prendre contact avec nous à nos bureaux dont les coordonnées figurent ci-dessous. Nous
do not hesitate to contact us at one of our offices listed below. It will be our pleasure
nous ferons un plaisir de vous aider et nous nous réjouissons à l’idée de travailler avec vous
to assist you and we look forward to working with you to address your specific needs.
pour répondre à vos besoins spécifiques.
HEAD OFFICE
SOUTH AMERICA
ONTARIO
VAL-D’OR
Orbit Garant Drilling Services Inc.
TORONTO
90 Red Deer Lake Road North
Wahnapitae (Ontario)
Services de Forage Orbit Garant inc.
P0M 3C0
130, rue King, bureau 3680
Canada
C.P. 99
T: 705 694-5959
Toronto (Ontario)
F: 705 694-4784
M5X 1B1
Canada
Orbit Garant Drilling Services Inc.
Tél. : 416 889-7429
3661 Mount Albert Road
R.R. #1, Sharon (Ontario)
SUDBURY
L0G 1V0
Services de Forage Orbit Garant inc.
Canada
90 Red Deer Lake Road North
T: 905 478-2243
Wahnapitae (Ontario)
F: 905 478-2249
P0M 3C0
NEW BRUNSWICK
Tél. : 705 694-5959
Téléc. : 705 694-4784
Orbit Garant Drilling Services Inc.
398 Dover Road
Dieppe (New Brunswick)
E1A 7L6
Canada
T: 506 853-9131
F: 506 856-4570
.cni tnaraG tibrO egaroF ed secivreS
3200, boul. Jean-Jacques Cossette
Val-d’Or (Québec)
J9P 6Y6
Canada
ALBERTA
Tél. : 866 824-2707
Drift Exploration Drilling Inc.
Téléc. : 819 824-1595
803 9 Ave SE
High River (Alberta)
T1V 1K5
Canada
T: 403 601-4374
F: 403 652-3238
Soudure Royale Concept
3200, boul. Jean-Jacques Cossette
Val-d’Or (Québec)
J9P 6Y6
Canada
Tél. : 819 825-5399
Téléc. : 819 825-7088
Drift Exploration Drilling Inc.
6120 Pedroli Lane
Winnemucca (Nevada)
89445
United States
T: 403 601-4374
F: 403 652-3238
UNITED STATES
VAL-D’OR
NEVADA
Orbit Garant Drilling Inc.
SIÈGE SOCIAL
3200 Jean-Jacques Cossette Blvd.
3200, boul. Jean-Jacques Cossette
Val-d’Or (Québec)
Val-d’Or (Quebec)
J9P 6Y6
J9P 6Y6
Canada
Canada
T: 819-824-2707
Tél : 866-824-2707
T: 866-824-2707
Téléc : 819-824-2195
F: 819-824-2195
info@orbitgarant.com
info@orbitgarant.com
ALBERTA
CANADA
Drift Exploration Drilling Inc.
QUEBEC
PO Box 5184, 803, 9 Ave. S.E.
Orbit Garant Drilling Services Inc.
High River (Alberta)
3200 Jean-Jacques Cossette Blvd.
T1V 1K5
Val-d’Or (Québec)
Canada
J9P 6Y6
Tél. : 403-652-3046
Canada
Téléc. : 403-652-3238
T : 819 824-2707
T: 866 824-2707
NÉVADA
F : 819 824-1595
Drift Exploration Drilling Inc.
Soudure Royale Concept
6120 Pedroli Lane
3200 Jean-Jacques Cossette Blvd.
Winnemucca (Névada)
Val-d’Or (Québec)
89446
J9P 6Y6
États-Unis
Canada
Tél. : 403 601-4374
T : 819 825-5399
F : 819 825-7088
NOUVEAU-BRUNSWICK
Orbit Garant Drilling Services Inc.
.cni tnaraG tibrO egaroF ed secivreS
1905 Rideau Blvd.
398, chemin Dover
Rouyn-Noranda (Québec)
Dieppe (Nouveau-Brunswick)
J0Z 1Y1
E1A 7L6
Canada
Canada
T: 819 824-2707
Tél. : 506 853-9131
F: 819 824-1595
ROUYN-NORANDA
.cni tnaraG tibrO egaroF ed secivreS
1905, boul. Rideau, C.P. 5131
Rouyn-Noranda (Québec)
J0Z 1Y1 Canada
Tél. : 809 768-3690
ORBITGARANT.COM
CHILE
GUYANA
Orbit Garant Chile S.A.
OGD Drilling (Guyana) Inc.
Avda. Los Cerrillos 998
157 C Waterloo Street,
Cerrillos (Santiago)
North Cummingsburg,
Chile
Georgetown,
T: +56 2 2411 5900
Guyana
C: +56 9 9624 0421
Tél. au Canada : 819 824-2707
Téléc. au Canada : 819 824-2195
GUYANA
OGD Drilling (Guyana) Inc.
CHILI
31 Belair Spring
East Coast Demerara
Orbit Garant Chile S.A.
Georgetown
Avda. Los Cerrillos 998,
Guyana
Cerrillos, Santiago,
C Guyana: +592 629 6133
Chile
T Canada : 1 819 824-2707
T Chile: 562 2411-5900
F Canada : 1 819 824-1595
GHANA
WEST AFRICA
Orbit Garant Drilling Ghana Ltd.
GHANA
Plot. 35 Funko Beach
Orbit Garant Drilling Ghana Limited
Takoradi
Plot 35 Funko Beach
WQ 104 Takoradi, Ghana
P.O. Box WQ 104
Tél. au Ghana : +233 (0) 303 960 889
Takoradi
Cellulaire au Canada : 506 863-9503
Ghana
Cellulaire au Ghana : +233 (0) 270-334-162
T Ghana: +233 303 960 889
C Ghana: +233 270 334 162
BURKINA FASO
C Canada : 506 863-9503
Forage Orbit Garant BF SAS
BURKINA FASO
737, boulevard Tansoba-KOSSODO
12 B.P. 197 Ouagadougou 12
Forage Orbit Garant BF S.A.S.
Ouagadougou, Burkina Faso
737, boulevard Tansoba-KOSSODO
Téléphone +226 54 69 02 80
12 B.P. 197 Ouagadougou 12
Ouagadougou
Burkina Faso
PÉROU
T Burkina Faso : +226 54 69 02 80
Perforacion Orbit Garant Peru S.A.C.
T Burkina Faso : +226 76 35 88 11
Av. De La Floresta 497
San Borja, Lima
Pérou
Tél. au Canada: 819 824-2707
Téléc. au Canada: 819-824-2195