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Condensed Consolidated Financial Statements (Unaudited) Condensed Consolidated Financial Statements (unaudited) For the three and nine months ended September 30, 2015 and 2014 (Expressed in Canadian Dollars) SECURE ENERGY SERVICES INC. Condensed Consolidated Statements of Financial Position ($000's) (unaudited) Note s September 30, 2015 December 31, 2014 Assets Current assets Cash 2,670 4,882 Accounts receivable and accrued receivables 146,973 228,642 Current tax asset 11,650 - Prepaid expenses and deposits 6,601 8,396 Inv entories 3 63,825 70,199 231,719 312,119 Assets under construction 104,677 210,139 Property, plant and equipment 4 895,984 735,196 Intangible assets 74,668 124,102 Goodw ill 91,847 111,650 Other assets 1,543 2,911 Total Assets 1,400,438 1,496,117 Liabilities Current liabilities Accounts payable and accrued liabilities 97,402 193,121 Asset retirement obligations 7 1,697 1,800 Current tax liability - 5,886 Finance lease liabilities 10,011 10,458 109,110 211,265 Long-term borrow ings 6 256,593 397,385 Asset retirement obligations 7 77,145 70,639 Finance lease liabilities 8,156 12,060 Deferred income tax liability 35,968 42,473 Total Liabilities 486,972 733,822 Shareholders' Equity Issued capital 8 847,769 631,229 Share-based compensation reserve 33,959 25,227 Foreign currency translation reserve 37,240 14,629 (Deficit) retained earnings (5,502) 91,210 Total Shareholders' Equity 913,466 762,295 Total Liabilities and Shareholders' Equity 1,400,438 1,496,117 The accompanying notes are an integral part of these condensed consolidated financial statements 1 SECURE ENERGY SERVICES INC. Condensed Consolidated Statements of Comprehensive (Loss) Income For the three months ended For the nine months ended September 30, September 30, ($000's except per share and share data) (unaudited) Note s 2015 2014 2015 2014 Re ve nue 333,336 599,414 1,056,452 1,693,565 Operating expenses: Direct expenses 3 285,864 519,190 918,064 1,475,635 Depreciation, depletion and amortization 27,492 26,713 78,598 71,209 Operating expenses 313,356 545,903 996,662 1,546,844 General and administrative expenses: General and administrative 16,207 18,529 49,272 51,021 Share-based compensation 3,747 4,296 15,875 10,887 Business development 2,694 3,468 9,238 11,084 General and administrative expenses 22,648 26,293 74,385 72,992 Operating (loss) earnings (2,668) 27,218 (14,595) 73,729 Interest, accretion and finance costs 2,665 2,954 9,634 7,092 Impairment 5 62,776 - 62,776 - Other expense - 2,740 - 2,740 (Loss) earnings for the period before tax (68,109) 21,524 (87,005) 63,897 Current tax (recovery) expense (542) 5,067 (6,344) 13,905 Deferred tax (recovery) expense (14,525) 1,701 (7,616) 5,683 (15,067) 6,768 (13,960) 19,588 Net (loss) earnings for the period (53,042) 14,756 (73,045) 44,309 Other comprehensive (loss) income Foreign currency translation adjustment 12,709 7,059 25,361 6,074 Tax on foreign currency translation adjustment (1,407) (873) (2,750) (873) Total comprehensive (loss) income for the period (41,740) 20,942 (50,434) 49,510 (Loss) earnings per share Basic, (loss) earnings for the period per common share (0.39) 0.12 (0.55) 0.37 Diluted, (loss) earnings for the period per common share (0.39) 0.12 (0.55) 0.36 Weighted average shares outstanding - basic 8 136,944,300 120,048,665 131,992,359 118,601,288 Weighted average shares outstanding - diluted 8 136,944,300 123,736,572 131,992,359 121,988,685 The accompanying notes are an integral part of these condensed consolidated financial statements 2 SECURE ENERGY SERVICES INC. Condensed Consolidated Statements of Changes in Shareholders’ Equity For e ign Share-based currency (Deficit) Total compensation translation retained Shareholders' ($000's) (unaudited) Note s Issued capital reserve reserve earnings Equity Balance at January 1, 2015 631,229 25,227 14,629 91,210 762,295 Net loss for the period - - - (73,045) (73,045) Dividends paid 8 - - - (23,667) (23,667) Shares issued through dividend reinvestment plan ("DRIP") 8 4,762 - - - 4,762 Foreign currency translation adjustment, net of tax - - 22,611 - 22,611 Issue of share capital for business combination 8 3,957 - - - 3,957 Bought deal equity financing 8 198,000 - - - 198,000 Exercise of options and RSUs 8 16,291 (7,766) - - 8,525 Share issue costs, net of tax 8 (6,470) - - - (6,470) Share-based compensation - 16,498 - - 16,498 Balance at September 30, 2015 847,769 33,959 37,240 (5,502) 913,466 Balance at January 1, 2014 562,306 14,659 4,424 82,945 664,334 Net earnings for the period - - - 44,309 44,309 Dividends paid - - - (16,309) (16,309) Shares issued through dividend reinvestment plan ("DRIP") 2,137 - - - 2,137 Foreign currency translation adjustment, net of tax - - 5,201 - 5,201 Issue of share capital for business combination 50,808 - - - 50,808 Bought deal equity financing - - - - - Exercise of options and RSUs 14,680 (4,183) - - 10,497 Share issue costs, net of tax (63) - - - (63) Share-based compensation - 9,903 - - 9,903 Balance at September 30, 2014 629,868 20,379 9,625 110,945 770,817 The accompanying notes are an integral part of these condensed consolidated financial statements 3 SECURE ENERGY SERVICES INC. Condensed Consolidated Statements of Cash Flows For the three months ended For the nine months ended Septem ber 30, September 30, ($000's) (unaudited) Note s 2015 2014 2015 2014 Cash flows from operating activities Net (loss) earnings for the period (53,042) 14,756 (73,045) 44,309 Adjustments for non-cash items: Depreciation, depletion and amortization 27,492 26,713 78,598 71,209 Accretion 7 418 277 1,169 831 Interest expense 2,166 3,238 8,232 6,708 Current tax (recovery) expense (542) 5,067 (6,344) 13,905 Deferred tax (recovery) expense (14,525) 1,701 (7,616) 5,683 Amortization of financing fees 81 60 233 170 Unrealized foreign exchange loss (gain) 114 (102) 84 130 Other expense - 2,740 - 2,226 Impairment of inventory 3 1,123 - 3,093 - Impairment 5 62,776 - 62,776 - Share-based compensation 3,747 4,296 15,875 10,887 Funds from operations . 29,808 58,746 83,055 156,058 Change in non-cash w orking capital (19,354) (55,851) 27,276 (2,333) Asset retirement obligations incurred 7 (185) - (299) - Cash generated from operations 10,269 2,895 110,032 153,725 Interest paid (2,215) (2,562) (7,533) (6,276) Income taxes paid (1,468) (1,376) (11,248) (13,059) Net cash flow s from (used in) operating activities 6,586 (1,043) 91,251 134,390 Cash flows (used in) from investing activities Purchase of property, plant and equipment (26,186) (88,474) (93,820) (207,919) Business combinations (3,272) (61,404) (3,272) (91,034) Change in non-cash w orking capital 2,493 5,108 (34,951) (6,083) Net cash flows (used in) investing activities (26,965) (144,770) (132,043) (305,036) Cash flows (used in) from financing activities Shares issued, net of share issue costs 8 3,914 3,471 202,646 12,571 Draw (repayment) on credit facility 22,062 157,000 (140,500) 174,500 Financing fees (525) (1,088) (525) (1,088) Dividends paid 8 (8,213) (5,991) (23,667) (16,309) Net cash flows from financing activities 17,238 153,392 37,954 169,674 Effect of foreign exchange on cash 525 143 626 337 (Decrease) increase in cash (2,616) 7,722 (2,212) (635) Cash, beginning of period 5,286 3,662 4,882 12,019 Cash, end of period 2,670 11,384 2,670 11,384 The accompanying notes are an integral part of these condensed consolidated financial statements 4 SECURE ENERGY SERVICES INC. Notes to the Condensed Consolidated Financial Statements (unaudited) For the three and nine months ended September 30, 2015 and 2014 1. NATURE OF BUSINESS Secure Energy Services Inc. (“Secure” or the “Corporation”) provides innovative, efficient and environmentally responsible fluids and solids solutions to the oil and gas industry. The fluids and solids solutions are provided through an integrated service and product offering that includes midstream services, environmental services, systems and products for drilling, production and completion fluids, and other specialized services and products. The Corporation also owns and operates midstream infrastructure and provides services and products to upstream oil and natural gas companies operating in Western Canada and in certain regions in the United States (“U.S.”). The processing, recovery and disposal services division (“PRD”) owns and operates midstream infrastructure that provides processing, storing, shipping and marketing of crude oil, oilfield waste disposal and recycling. More specifically these services are clean oil terminalling and rail transloading, custom treating of crude oil, crude oil marketing, produced and waste water disposal, oilfield waste processing, landfill disposal, and oil purchase/resale service. The drilling services division (“DS”) provides equipment and chemical solutions for building, maintaining, processing and recycling of drilling, production and completion fluids. The OnSite division (“OS”) includes environmental services which provide pre-drilling assessment planning, drilling waste management, remediation and reclamation assessment services, laboratory services, and waste container services; integrated fluid solutions which include water management, recycling, pumping and storage solutions; and projects which include pipeline integrity (inspection, excavation, repair, replacement and rehabilitation); demolition, decommissioning, reclamation and remediation of former wellsites, facilities, commercial and industrial properties.
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