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North American Energy Partners Inc. (NYSE:NOA)

Q4 2013 Earnings Call

June 11, 2013 9:00 am ET

Executives

Martin Ferron – President, Chief Executive Officer

Kevin Rowand – Investor Relations

Analysts

Chirag Patel – Jefferies

Greg McLeish – GMP Securities

Ben Cherniavsky – Raymond James

Jeremy Lucas – Scotia Capital

Maxim Sytchev – Dundee Capital Markets

AJ Strasser – Cooper Creek

Operator

Good morning ladies and gentlemen. Welcome to North American Energy Partners’ Fourth Quarter Fiscal 2013 Earnings call. At this time, all participants are in a listen-only mode. Following management’s prepared remarks, there will be an opportunity for analysts, shareholders and bondholders to ask questions. The media may monitor this call in listen-only mode. They are free to quote any member of management but they are asked not to quote remarks from any other participant without that participant’s permission. I advise participants that this call is also being webcast concurrently on the company’s website at nacg.ca.

I will now turn the conference over to Kevin Rowand, Director of Strategic Planning, Investor Relations of North American Energy Partners. Please go ahead, sir.

Kevin Rowand

Good morning ladies and gentlemen and thank you for joining us. On this morning’s call we will discuss our financial results for the three months ended March 31, 2013, which represents the fourth quarter of our 2013 fiscal year. All amounts are in Canadian dollars.

I would like to remind everyone that statements made during our prepared remarks or in the Q&A portion of the conference call with reference to management’s expectations or our predictions of the future are forward-looking statements. All statements made today which are not statements of historical fact are considered to be forward-looking statements. Certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection, as reflected in the forward-looking information. The business prospects of North American Energy Partners are subject to a number of risks and uncertainties that may cause actual results to differ materially from a conclusion, forecast or projection in the forward-looking information. For more information about these risks, uncertainties and assumptions, please refer to our March 31, 2013 management discussion and analysis which is available on SEDAR and EDGAR. As previously mentioned, management will not provide financial guidance.

I’ll now turn the call over to Martin Ferron, President and CEO.

Martin Ferron

Thanks Kevin and good morning everyone. We have a lot to cover today and so my formal remarks will be as succinct as possible, leaving plenty of time for questions. Firstly, I will make summary comments about our Q4 performance and fiscal ’13 highlights, then I will take you through the rationale for the sale of our piling business together with my views on our future as a focused, pure play heavy construction and mining contractor.

On the last call, I was cautious about our Q4 outlook as I did not expect performance to be as good as achieved in Q3. This was the way it turned out as January was extremely slow for all of our activities and we made most of the 18 million of consolidated EBITDA for the quarter in February and March. As anticipated, winter weather led to a seasonal decline in piling activity and demand for mining work stayed pretty flat with Q3 levels. G&A costs were almost $3 million higher sequentially due to increased stock-based compensation and short term incentive program costs. We incurred about 1.3 million of additional costs to close out legacy pipeline projects. Also, mining and equipment costs were higher as we ramped up for the Kearl contract. Without these sequential impacts, consolidated EBITDA would have come in around 23 million. Profitability was impacted by a $3 million impairment charge related to certain underperforming older equipment.

In conclusion on Q4, we did the best we could with the work available to us in a tough winter, and our cost-cutting initiatives along with good risk management allowed us to produce $10 million more EBITDA than in the corresponding quarter last year from 40% less consolidated revenue.

In regards to full year fiscal ’13 performance, I was here for just under 10 months and I’m extremely pleased with our business turnaround achievements in that time. In essence, we made a seismic cultural shift from a headlong pursuit of (inaudible) to a relentless dedication to spending discipline and risk mitigation. This fundamentally new approach allowed us to meaningfully lower our debt while also improving growth and operating margin. We also won a significant new contract of a fresh mine site and improved our relationship with our bank lenders. Most importantly though, I believe that we demonstrated that the turnaround was sustainable, even in poor market conditions for mining services. Pro forma for a full year of turnaround cost savings and without one-off restructuring charges, I estimate that EBITDA would have come in at around 95 million.

Despite these fiscal ’13 achievements, both our debt level and cost of debt serviced remained key areas to address. We paid over $30 million of interest last financial year and we’re faced with a similar cost in fiscal ’14 for probably around $75 million in total for the next three years, even with a concerted effort towards gradual debt reduction. This situation led us to explore the sale of our piling business, especially as we were also capital constrained to fund future growth opportunities and the associated growth projects would have put further strain on our working capital liquidity.

After an exhaustive sales process involving many potential industry and private equity buyers and a thorough review of our strategic options, we decided to execute a purchase and sale agreement with the Keller Group PLC out of London. Under the terms of the agreement, we will receive $227.5 million at closing subject to customary adjustments for working capital and capital leases. After also deducting transaction costs, we anticipate the cash proceeds on closing will be around $210 million. In addition, we will receive up to $57.5 million over the next two years if the purchaser generates EBITDA of 45 million in each year, which is less than the level achieved in fiscal ’13. Even if EBITDA were to fall over 15% to 37.5 million in each of the years, we will still receive almost $29 million in additional proceeds. Finally, we will also share in the cumulative EBITDA for the next three years over 135 million. This extra payment would max out at 35 million if the cumulative EBITDA for the period was 205 million.

In addition to the direct cash portion of the deal over the next three years, we will benefit from saved interest payments around $60 million if all of the initial proceeds are used to pay down debt, lower capital expense requirements around $25 million, and reduced overhead costs of $18 million over the period. The transaction, which is subject to majority approval of the purchaser’s shareholders and anti-trust clearance, is expected to close in Q2, hopefully around mid-July, actually. All of the key plant and personnel are transferred to the purchaser at closing with Bernie Robert, our long-time vice president, and Jim Humphries, General Manager and a 25-year veteran of the piling division playing significant management roles in the purchaser’s division and organization.

We at North American Energy Partners will move forward as a highly focused specialty heavy construction and mining business with a strong balance sheet and much lower overhead structure founded on simplicity and leanness. As the piling transaction involves less than 20% of our equipment assets by book value, we will still have a fleet with replacement value and annual revenue generating capacity over $700 million. Our operational leverage to any sort of demand recovery in the oil sands will be very high. As we remain cautious about such an oil sands mining pickup in fiscal ’14, we will look to other resource industries across Canada as potential alternative sources of equipment utilization.

Now I’m sure that many of you will be wondering how the remaining heavy construction and mining business will perform financially. It will hopefully be of assistance to see that we have structured our statutory year-end filing to show heavy construction and mining as the continuing operation while piling and pipeline activities have been classified as discontinued operations, then you can use the $95 million estimate of normalized consolidated EBITDA that I mentioned earlier for fiscal ’13 and deduct the contribution from the piling and pipeline divisions. Alternatively, you can look at the five-year business performance table shown on Page 8 of the MD&A, a normalized FY performance portfolio of turnaround benefits, remove one-off restructuring charges and add incremental $6 million of G&A savings detailed on Page 7 of the MD&A. These two approaches will provide a similar answer for this low point in the demand cycle, but the reference table also clearly shows the actual revenue and EBITDA potential of the continuing operation as demand recovers, especially as we’ll have a much lower cost structure when that happens.

In relation to the long-term debt, I suggest that you look at Pages 5 and 39 of the MD&A where you will see that we had $317 million of debentures, term loans, revolver draw and capital leases on the balance sheet as of March 31. The term fee facility of $5.6 million has since been paid off and capital lease finance will be reduced by almost $20 million in fiscal ’14 via the piling transaction and regular payments. Therefore if we apply the net fee proceeds to debt reduction, we will be left with a very manageable level of term debt which will then be addressed with saved interest payments and/or contingent cash payments from the transaction.

Overall I’m very excited about the future as I have dealt with cyclical demand conditions throughout my career. We will seek to remain profitable once we have deployed the initial transaction proceeds in the worst and best of demand scenarios. Our emphasis will be on operational excellence in order to become the low-cost provider in our distinct business area. Measured growth will be achieved organically and we will look to play a leading role in solving the problems of equipment overcapacity in the hands of too many competitors in the oil sands mining sector.

Before we take questions, I would like to confirm one more change, that being we will report earnings on a calendar year basis starting next January 1. Therefore, we will have a transition period of nine months from last April 1 until December 31. We really want to be a transparent and easy to understand investment story and believe that this switch and reporting period will assist greatly in that regard.

With that, Christine, I’d like to open the floor for questions, please.

Question and Answer Session

Operator

Thank you. We will now be conducting a question and answer session. [Operator instructions].

Thank you. Our first question comes from the line of Chirag Patel with Jefferies. Please proceed with your question.

Chirag Patel – Jefferies

Thanks. First, I was reading through the press release and I saw that you guys are looking to also expand the support services of that business. Kind of wanting to get a feel for how much the capital allocation would be to that.

Martin Ferron

The support side of the business? I’m not sure what you’re referring to there, to be honest.

Chirag Patel – Jefferies

I was looking through the outlook section and one of the things you guys had commented on was – I think in the second paragraph – NAEP anticipates an increase in operating support services to help offset the potential reduction to construction services. So in doing so, it sounded as if you were going to expand that business operationally.

Unidentified Speaker

It’s different areas of the same work, kind of like project work versus operations, so it’s the same fleet of equipment that could service either of those areas.

Chirag Patel – Jefferies

So there wouldn’t be any need for additional fleet?

Martin Ferron

No.

Unidentified Speaker

No.

Chirag Patel – Jefferies

All right. And then also on the equipment side of things, I was looking for—how much was the under-absorption in this quarter? I think it was about 2.1 million last quarter.

Martin Ferron

It was around 7 this quarter, mainly because of the ramp up in equipment costs for the project that I mentioned.

Chirag Patel – Jefferies

Okay. And if we’re looking at about 7 million for the last quarter, how can we think of the overall fleet as it stands in the region? Is there a significant amount that needs to still come out of the overall pasture, I guess?

Martin Ferron

Yeah, you know, we’re gradually getting better at this under-utilization cost. You saw a gradual progression, too, last year and I expect that to continue. We do have other mining assets that are for sale if we choose to pursue that, so we’re on the same path as far as gross size in our fleet is concerned.

Chirag Patel – Jefferies

All right, and then just one final one if I could just sneak it in. You said the timing of the transaction was in the fiscal second quarter, so are we talking next year or are we talking this July right here?

Martin Ferron

This July right here. It’s subject to shareholder approval on the purchaser side, but that vote is at the end of June. They raised some equity to help fund the deal this morning, so hopefully we can get it done by mid-July.

Unidentified Speaker

The other piece, Chirag, is we’re working on getting Competition Bureau approval. We don’t believe that that’s going to be an issue because Keller has a small presence in Canada, but we do need to go through that process.

Chirag Patel – Jefferies

And you would be paying down debt almost immediately then?

Martin Ferron

Correct.

Chirag Patel – Jefferies

Perfect. That’s it for me right now. Thank you guys.

Martin Ferron

Thank you.

Operator

Our next question comes from the line of Greg McLeish with GMP Securities. Please proceed with your question.

Greg McLeish – GMP Securities

Good morning guys. I’m a little confused with what’s going to happen next year, just related to EBITDA. I think you said that if you normalized, it was 98 million—

Martin Ferron

Ninety-five, yeah.

Greg McLeish – GMP Securities

Or 95. So if I take a look at it, you had EBITDA from continuing of about 28, so to normalize that I’d add probably another 20, so you’d be at about 48. And then you’re going to have G&A savings of, I think, 6 from 44?

Martin Ferron

No, I think you’re going a little bit high there. So if you use the first approach that I mentioned, take the continuing operations EBITDA from the 95, it kind of gives you a good indication, I believe.

Greg McLeish – GMP Securities

Okay, but it looks like you’d still generate a loss at that point, wouldn’t you, from continuing? I mean, you did have a large loss in continuing this year.

Martin Ferron

Yeah, I guess it depends on how quickly we can get rid of these interest payments.

Greg McLeish – GMP Securities

Okay, but to get rid of the interest payments, would you have to do anything on the long term facility, the 225 million due in 2013—sorry, 2017?

Martin Ferron

Yeah, we’re looking at all of the options to use these proceeds in the most effective way right now. I mean, clearly those debentures are very expensive and we’re looking to possibly do something there.

Greg McLeish – GMP Securities

Okay, all right. I’ll get back in the queue. Thanks, guys.

Operator

Our next question comes from the line of Ben Cherniavsky with Raymond James. Please proceed with your question.

Ben Cherniavsky – Raymond James

Morning guys. I wonder if you can elaborate on the SG&A savings that you see from the business through this divestiture – sounds like a fairly substantial amount. Is that just corporate overhead, or how do you reduce the SG&A? How is that reduction related to the divestiture here specifically?

Martin Ferron

Well, I want us to be a much simpler and leaner organization going forward, so we did make significant G&A savings last year upon my arrival. I’ve had time to scrutinize what we need going forward as a pure play heavy construction and mining contractor. We’re a lot simpler now than we were. We’re not in pipeline anymore and we’re going to be out of piling shortly, so that enables me to simplify the structure considerably and therefore leads to this additional $6 million round number reduction in G&A going forward.

Ben Cherniavsky – Raymond James

So is this a physical footprint reduction in terms of branch infrastructure? I mean, some of that goes presumably with the piling business, as well as the human resources – like, some of the people and support staff? I’m just trying to get an idea where specific savings are identified on that line item.

Martin Ferron

It’s a combination of facilities savings plus personnel. You know, the G&A that goes with the piling transaction is shown on the continuing operations table, and off the top of my head is around 12 million, so those are the numbers.

Ben Cherniavsky – Raymond James

Okay. The gross margins now for the mining business, we can see what they were in the quarter and the year on your continuing operations statements. What do you see as the potential margins there? What would be target margins for that operation?

Martin Ferron

You know, the initial target here—you know, demand is still a challenge obviously, but I am hopeful that with further direct cost savings and other indirect savings, we can get to around 10% EBITDA margins.

Ben Cherniavsky – Raymond James

Ten percent EBITDA – okay. That’s helpful. Thanks very much.

Operator

Our next question comes from the line of Jeremy Lucas with Scotia Capital. Please proceed with your question.

Jeremy Lucas – Scotia Capital

Good morning. Just want to go through the waterfall of the asset sales covenant in the indenture for the notes. If I’m reading it correctly, your first step would be to take out some of the term debt and perhaps credit facilities. Following that, with any excess proceeds if you were to not apply them to capital expenditures, you would then think an offer to purchase the notes at par. Is that correct?

Unidentified Speaker

Right, so obviously in terms of the indenture agreement, we have up to 365 days to redeploy or reinvest those proceeds back into the business, either through an acquisition or debt pay down or something else that we invest it back into the business. We do have a requirement in the indenture agreement that if we are not going to do that or we don’t do that within that time frame, that we have to offer those proceeds back to the banker holders. They have the option to accept that offer and it will be offered at par if we were to follow that route.

Jeremy Lucas – Scotia Capital

Okay. And just listening to some of the dialogue, if you’re leaning one way or the other versus acquisition CAPEX or debt pay down, it feels like you are leaning towards addressing leverage as a priority. Is that a correct way to a characterize that?

Martin Ferron

Yes.

Jeremy Lucas – Scotia Capital

Okay. And as a part of the transaction, was there any tax implications associated with this – cash taxes?

Unidentified Speaker

We’ve been able to with some very good tax planning from our tax advisors and our internal tax crew, we’ve been able to use a lot of our losses that we have on the books right now and mitigate any tax risk, so we don’t expect to pay very much in the way of tax on the deal.

Jeremy Lucas – Scotia Capital

Okay, that’s good to hear. Just a little bit of housekeeping – Martin, I think you mentioned that the capital leases would be reduced by 20 million in 2014 as a result of the transaction and through future cash payments. How much of that 20 million was related to the transaction?

Martin Ferron

Around about 5.6.

Unidentified Speaker

Yeah, it will be somewhere between 5.5 and $6 million.

Jeremy Lucas – Scotia Capital

So 5.5 to $6 million of capital leases go to Keller, I guess?

Martin Ferron

Yeah, correct.

Jeremy Lucas – Scotia Capital

And then your other sort of 15 or 14 million was with cash payments that would happen through ’14?

Unidentified Speaker

Yes.

Jeremy Lucas – Scotia Capital

Okay, great. Thanks very much, I’ll pass it on. Thank you.

Operator

As a reminder, ladies and gentlemen, if you would like to ask a question press star, one on your telephone keypad at this time. Our next question comes from the line of Maxim Sytchev with Dundee Capital Markets. Please proceed with your question.

Maxim Sytchev – Dundee Capital Markets

Hi, good morning. Obviously right now the priority is addressing the balance sheet, but I was wondering if strategically you can maybe think out loud in terms of where you want to be positioned in the next 24 to 36 months, whether it’s an all-out bet on the oil sands dynamic or if you feel that there are additional resource-based industries where you feel you can make inroads. If you could just maybe address that, that would be very helpful for us.

Martin Ferron

Yeah, sure. You know, it wouldn’t be sensible to have an all-out bet on just the oil sands market, although I do think that we will see increased activity there over the next two to three years. Even this year, we’ve already started to bid in other areas, other resource plays, other activities. Any source of utilization for our fleet would be welcome right now, and we have stepped up our business development activities in order to improve our utilization.

Maxim Sytchev – Dundee Capital Markets

Okay. And then on utilization, do you still feel that there is some excess fleet that you have on the balance sheet, or you feel that right now you’re sort of right-sized for the opportunities that are available right now and also on a prospective basis?

Martin Ferron

You know, we still have some excess assets for the demand we see over the next year or two, but after this piling transaction we’re not compelled or—you know, we’re not going to sell them at perhaps what the market will pay right now. We’ll see on that one.

Maxim Sytchev – Dundee Capital Markets

But can you put a number? Is there maybe 10% of excess capacity left and away that maybe you can kind of wring out over the next 12 to 18 months?

Martin Ferron

Yeah, it’s around that number.

Maxim Sytchev – Dundee Capital Markets

Around that number – okay, that’s great. Okay, that’s very helpful. In terms of—again, hypothetically speaking, if the revenue run rate remains where it is on the legacy operations, what CAPEX should we be thinking about as a reasonable number?

Martin Ferron

Gross 40, net 25.

Maxim Sytchev – Dundee Capital Markets

Net 25 – okay. That’s great. And then can you just repeat also what you said in terms of the interest rate savings, because you said if you were to deal with the term debt credit facility and I guess also the publicly traded debentures, that it was a $60 million saving over a three-year time frame – is that correct?

Martin Ferron

Yeah, round numbers, applying 210 million.

Maxim Sytchev – Dundee Capital Markets

Okay, excellent. All right, well that’s it for me, and congrats. I think that cleaning up the structure of the firm will definitely position you for the future.

Martin Ferron

Well, thank you Max. I appreciate the comments.

Operator

Our next question comes from the line of AJ Strasser with Cooper Creek. Please proceed with your question.

AJ Strasser – Cooper Creek

Hey guys. Good morning and congrats on an excellent sale here. I guess first just a small detail on the quarter – did you say that the 18.5 million or so of EBITDA was impacted by a $3 million impairment in Q4?

Martin Ferron

Not EBITDA. That was profitability. What I mentioned on EBITDA was we had some one-time sequential increases in costs over Q3, so part of that was 1.3 for some close-out costs on pipeline projects and also our G&A was almost $3 million higher due to increased stock-based compensation with the stock price actually going up, plus short-term incentive program costs.

AJ Strasser – Cooper Creek

Okay, so there was sort of about 4 million or so of one-time costs that hit EBITDA.

Martin Ferron

Yeah, 4 or 5 million.

AJ Strasser – Cooper Creek

Okay. All right, this actually would have been a pretty decent quarter. Then the other question is just to make sure I heard you right. Did you say the run rate business that’s remaining, the mining business, you think the target here is a 10% EBITDA margin?

Martin Ferron

That’s the target, yeah.

AJ Strasser – Cooper Creek

Okay. And do you think you could achieve that target possibly or get close to it in fiscal ’14? Is it within reason?

Martin Ferron

We’re going to try as hard as we can. We might not get there in the first quarter or two, but in the third and fourth hope to get there.

AJ Strasser – Cooper Creek

Okay. Lastly here, maybe if you can just kind of dig us through – you’re a shareholder yourself. You’ve been accumulating stock all the way up to, I think, the $4.50 range, and it’s great to have you as a co-shareholder. Could you maybe talk about your view here on value creation, because based on my numbers it looks like you were able to sell a business on certain metrics that are seven times BV to EBITDA multiple when the stock was trading at roughly 4.5 times off trough numbers. So I’m just curious to kind of—maybe just walk us through that this was in your opinion certainly a value-creating exercise, and again just we’d love any kind of back story analysis that you can give us here.

Martin Ferron

Yeah, sure. You know, the piling business is a very good one. It generated around $45 million of EBITDA last year. But as a company, we paid over $30 million in interest and the capital requirements of that business were going to be $10 million-plus going forward, plus it was going to take up increasing room in our revolver. So using those numbers, based on the price we were able to achieve, especially as I think we’re going to get at least some of these contingent payments – I’m pretty convinced of that – then I think to pay down on most of our debt and go forward as a focused heavy construction and mining company is a compelling story for me. We still have a fleet that’s capable, as I mentioned on the call, of generating $700 million of revenue as we’ve done in the past. Also, the EBITDA margins will be a lot higher than 10% at that point. You know, I’m a patient, long-term shareholder who will wait for those conditions to come around and position us as strongly as possible for when they do.

AJ Strasser – Cooper Creek

Great. Just by our math, it looks like you created $2, $3 of shareholder value here, so phenomenal job. And then, did you say correctly that you were keeping 80% of the book value of the company pro forma post the sale here?

Martin Ferron

Equipment assets, yes. Again, that makes it a pretty nice deal for us, I believe.

AJ Strasser – Cooper Creek

That’s great. Well, congratulations again, and again a phenomenal year here of turnaround. Thank you again.

Martin Ferron

Thank you AJ.

Operator

As a final reminder ladies and gentlemen, if you would like to ask a question press star, one on your telephone keypad. Our next question comes from the line of Greg McLeish with GMP Securities. Please proceed with your question.

Greg McLeish – GMP Securities

Hi guys, just a couple follow-up questions. Just looking at the EBITDA from discontinued, it was 49.5 million, so if you’re saying that piling did about 45, does that mean that pipeline did have some positive EBITDA?

Martin Ferron

Yeah, pipeline did have some positive EBITDA but piling did better than 45 – it’s around 47.

Greg McLeish – GMP Securities

Okay.

Martin Ferron

But there were some one-offs in there, maybe a couple of million dollars of one-off benefits in there.

Greg McLeish – GMP Securities

Perfect. And just in Q3, you mentioned that you had $33 million of working capital tied up in the pipeline business and that you were expecting to receive a reasonable amount at the end of Q4. Did you receive any of that money?

Martin Ferron

Yeah, we got probably 60% of it. I mentioned on the last call that some of it is tied up in dispute resolution, so I think—

Greg McLeish – GMP Securities

Do you think that there’s potential to get any more of that money?

Martin Ferron

Oh yeah, yeah. We certainly are going to follow this resolution as best we can and are hopeful of the outcome.

Greg McLeish – GMP Securities

Great. Okay, that’s it for me, guys. Thanks a lot.

Operator

Mr. Ferron, it appears we have no further questions at this time. I would now like to turn the floor back over to you for closing comments.

Martin Ferron

Well, I appreciate everybody listening in this morning. As I mentioned, I’m super excited now. I think we’re in a great place. Okay – demand for mining services is still a little slow, but it’s going to get better. I’m starting to see that, I’m becoming more confident in it, and we’re going to be very well positioned when that happens.

So thank you for your interest in North American and we’ll speak to you next time. Thanks.

Operator

Ladies and gentlemen, this does conclude today’s teleconference. You may now disconnect.

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