Divestco Reports Q1 2012 Results

CALGARY, ALBERTA--(Marketwire - May 28, 2012) - Divestco Inc. (TSX VENTURE:DVT) ("Divestco" or the "Company") announces its operating results for the three months ended March 31, 2012.

Divestco generated net income for the first quarter of 2012 of $2.6 million ($0.04 per share - basic and diluted) compared to a net loss of $4.3 million ($0.07 per share - basic and diluted) for the same period in 2011. EBITDA was $7.5 million in Q1 2012, an $8.3 million increase from a loss of $0.9 million for the same period in 2011. The Company generated funds from operations of $7.2 million ($0.11 per share - basic and diluted) for the first quarter of 2012, an increase of $8.1 million as compared to funds used in operations of $0.9 million ($0.01 per share - basic and diluted) for the same period in 2011. EBITDA and funds from operations are gross of capital expenditures of $8.6 million, mainly comprised of seismic data acquisition costs.

During Q1 2012, Divestco generated revenue of $14.5 million compared to $8.8 million in Q1 2012, an increase of $5.7 million (64%) indicative of continued improvement in industry activity levels. Revenue in the Seismic Data segment increased by $5.2 million (346%) as the Company completed two new seismic participation surveys and commenced a third survey in Q1 2012. In line with strong oil prices, the surveys were shot within predominantly oil prospective areas. Revenue in the Services segment improved by $458,000 (9%) as the demand for seismic processing and geomatics was stronger. Revenue in the Software and Data segment decreased by $45,000 (2%) due to lower software and support data revenues offset by higher log data revenues.

Operating expenses decreased by $2.7 million (27%) to $7 million in Q1 2012 from $9.7 million in Q1 2011. Salaries and wages were down $351,000 (7%) mainly due to lower headcounts. General and administrative costs were down $2.3 million (52%) mainly due to lower occupancy costs as the Company surrendered a number of floors of office space in 2011. In addition, professional fees and bad debt expenses decreased by $386,000 (41%). Finance costs decreased by $397,000 primarily due to a vendor agreeing to reverse interest charges on overdue invoices which were paid in full. Depreciation and amortization increased by $1.8 million (52%) due to the completion of two seismic participation surveys in Q1 2012.

Seismic Data Update

In Q1 2012, Divestco completed two 3D seismic participation surveys (Brazeau and Big Valley), covering an area of approximately 265 square kilometers. In Q1 2012, the Company commenced its Ante Creek survey which was completed in April 2012 and covers approximately 114 square kilometers. Total cost incurred in Q1 2012 for the three seismic surveys was $8.4 million.

Mr. Stephen Popadynetz, CEO, President and CFO: "We are very pleased to report that Divestco had a profitable quarter and continued to reduce its operating expenses while increasing revenues. We are also pleased with the progress we have made towards rebuilding our seismic data library. To date we have added more than 760 square kilometers of seismic to our library. Overall demand for seismic data and general activity levels in the industry so far this year appear to be trending positively. We are well on track to sustained profitability and positive earnings and we look forward to delivering better results for our shareholders."

Non-GAAP Measures

The Company's consolidated financial statements have been prepared in accordance with IFRS. Certain measures in this document do not have any standardized meaning as prescribed by IFRS and are considered non-GAAP measures. These terms are not measures that have any standardized meaning prescribed by IFRS and are considered non-GAAP measures. While these measures may not be comparable to similar measures presented by other issuers, they are described and presented in this MD&A to provide shareholders and potential investors with additional information regarding the Company's results, liquidity, and its ability to generate funds to finance its operations. These measures include:

Earnings before interest, taxes, depreciation and amortization ("EBITDA")

Divestco uses EBITDA as a key measure to evaluate the performance of its segments and divisions as well as the Company overall, with the closest IFRS measure being net income or loss. EBITDA is a measure commonly reported and widely used by investors as indicators of the Company's operating performance and ability to incur and service debt, and as a valuation metric. The Company believes EBITDA assists investors in comparing the Company's performance on a consistent basis without regard to financing decisions and depreciation and amortization, which are non-cash in nature and can vary significantly depending upon accounting methods or non-operating factors such as historical cost.

EBITDA is not a calculation based on IFRS and should not be considered alternatives to net income or loss in measuring the Company's performance. As well, EBITDA should not be used as an exclusive measure of cash flow, because it does not consider the impact of working capital growth, capital expenditures, debt principal reductions and other sources and uses of cash, which are disclosed in the consolidated statements of cash flows. While EBITDA has been disclosed herein to permit a more complete comparative analysis of the Company's operating performance and debt servicing ability relative to other companies, investors should be cautioned that EBITDA as reported by Divestco may not be comparable in all instances to EBITDA as reported by other companies. Investors should also carefully consider the specific items included in Divestco's computation of EBITDA.

The following is a reconciliation of EBITDA with net income (loss):

		Three Months Ended March 31
(Thousands)		2012			2011
Net Income (Loss)	$	2,645		$	(4,332	)
Income Tax Expense		-			49
Finance Costs (Income)		(360	)		37
Depreciation and Amortization		5,165			3,389
EBITDA	$	7,450		$	(857	)

Funds from operations

Divestco reports funds from operations because it is a key measure used by management to evaluate its performance and to assess the ability of the Company to finance operating and investing activities. Funds from operations excludes certain working capital changes and other sources and uses of cash, which are disclosed in the consolidated statements of cash flows.

Funds from operations is not a calculation based on IFRS and should not be considered an alternative to the consolidated statements of cash flows. Funds from operations is a measure that can be used to gauge Divestco's capacity to generate discretionary cash flow. Investors should be cautioned that funds from operations as reported by Divestco may not be comparable in all instances to funds from operations as reported by other companies. While the closest IFRS measure is cash from operating activities, funds from operations is considered relevant because it provides an indication of how much cash generated by operations is available before proceeds from divested assets and changes in certain working capital items.

The following reconciles funds from operations with cash from operating activities:

		Three Months Ended March 31
(Thousands)		2012			2011
Cash from Operating Activities	$	12,761		$	(2,246	)
Changes in non-cash Working Capital Balances Related to Operating Activities		(5,147	)		1,464
Interest (Received) Paid		(407	)		16
Income Taxes Refunded		-			(103	)
Funds from (used in) Operations	$	7,207		$	(869	)

Working capital

Working Capital is calculated as current assets minus current liabilities (excluding deferred revenue). Working capital provides a measure that can be used to gauge Divestco's ability to meet its current obligations.

Financial Highlights

Financial Results (Thousands, Except Per Share Amounts)
			Three Months Ended March 31
			2012			2011			$ Change		% Change
Revenue		$	14,466		$	8,815		$	5,651		64	%
Operating Expenses			7,015			9,672			(2,657	)	-27	%
Other Loss (Income)			1			-			1		N/A
EBITDA			7,450			(857	)		8,307		N/A
Finance Costs (Income)			(360	)		37			(397	)	-1073	%
Depreciation and Amortization			5,165			3,389			1,776		52	%
Income (Loss) before Income Taxes			2,645			(4,283	)		6,928		N/A
Income Tax Expense			-			49			(49	)	N/A
Net Income (Loss)		$	2,645		$	(4,332	)	$	6,977		N/A
	Per Share - Basic and Diluted		0.04			(0.07	)		0.11		N/A
Funds from (used in) Operations		$	7,207		$	(869	)	$	8,076		N/A
	Per Share - Basic and Diluted		0.11			(0.01	)		N/A		N/A
Shares Outstanding			66,615			59,393			N/A		N/A
Weighted Average Shares Outstanding
	Basic and Diluted		66,613			59,344			N/A		N/A

	Balance at			Balance at		Balance at
		Mar 31			Dec 31		Dec 31
		2012			2011		2010
Total Assets	$	44,683		$	43,761	$	34,984
Working Capital (Deficiency) (1)		(4,385	)		297		3,599
Long-Term Financial Liabilities (2)		7,882			8,610		3,907

(1)	Excludes the current portion of deferred revenue of $3.6 million (December 31, 2011: $4.6 million; December 31, 2010: $3.9 million)
(2)	Includes long-term debt obligations, deferred rent obligations, sublease loss provision and other long-term liabilities. The long-term debt obligations are comprised of the Company's subordinated debt, shareholder loans and finance leases

Segment Review Summary

For the three months ended March 31, 2012 (Thousands)
										Corporate
		Software			Services			Data			& Other			Total
Revenue	$	2,132		$	5,584		$	6,750		$	-		$	14,466
EBITDA		487			1,947			5,989			(973	)		7,450
Finance costs (income)		-			(1	)		(4	)		(355	)		(360	)
Depreciation and Amortization		800			230			3,934			201			5,165
Income (loss) before income taxes		(313	)		1,718			2,059			(819	)		2,645
For the three months ended March 31, 2011 (Thousands)
										Corporate
		Software			Services			Data			& Other			Total
Revenue	$	2,177		$	5,126		$	1,512		$	-		$	8,815
EBITDA		770			1,402			567			(3,596	)		(857	)
Finance costs (income)		-			(1	)		(3	)		41			37
Depreciation and Amortization		1,248			400			968			773			3,389
Income (loss) before income taxes		(478	)		1,003			(398	)		(4,410	)		(4,283	)

Divestco Inc.
Condensed Consolidated Interim Statement of Financial Position
			March 31		December 31
(Thousands - Unaudited)			2012			2011
Assets
Current Assets
	Cash	$	1,818		$	1,547
	Funds held in trust		48			40
	Accounts receivable		10,765			11,810
	Prepaid expenses, supplies and deposits		382			235
	Income taxes receivable		194			110
	Asset held for sale		-			2,500
	Total current assets		13,207			16,242
Investment in affiliated company			128			141
Participation surveys in progress			3,809			5,108
Property and equipment			4,000			4,147
Intangible assets			23,539			18,123
Total assets		$	44,683		$	43,761
Liabilities and Shareholders' Equity
Current Liabilities
	Bank indebtedness	$	4,250		$	3,700
	Accounts payable and accrued liabilities		10,111			10,669
	Deferred revenue		3,560			4,561
	Current loss on sublease loss provision		322			320
	Current portion of long-term debt obligations		2,796			1,143
	Current portion of tenant inducement		113			113
	Total current liabilities		21,152			20,506
Deferred rent obligations			867			1,124
Long-term debt obligations			2,646			4,591
Sublease loss provision			1,251			1,332
Tenant Inducements			1,369			1,397
Other long-term liabilities			-			100
Total liabilities			27,285			29,050
Shareholders' Equity
	Equity instruments		76,432			76,431
	Contributed surplus		5,704			5,663
	Deficit		(64,738	)		(67,383	)
	Total shareholders' equity		17,398			14,711
Total liabilities and shareholders' equity		$	44,683		$	43,761

Divestco Inc.
Condensed Consolidated Interim Statement of Income (Loss) and Comprehensive Income (Loss)
		Three months ended March 31
(Thousands, Except Per Share Amounts - Unaudited)			2012			2011
Revenue		$	14,466		$	8,815
Operating expenses
	Salaries and benefits		4,808			5,159
	General and administrative		2,166			4,513
	Stock compensation expense		41			-
	Total operating expenses		7,015			9,672
Finance costs (income)			(360	)		37
Depreciation and amortization			5,165			3,389
Other loss			1			-
Income (loss) before income taxes			2,645			(4,283	)
Income taxes
	Current		-			49
Net income (loss) and comprehensive income (loss) for the period		$	2,645		$	(4,332	)
Net income (loss) per share
	Basic and Diluted	$	0.04		$	(0.07	)
Weighted average number of shares
	Basic and Diluted		66,613			59,344

Divestco Inc.
Condensed Consolidated Interim Statement of Changes in Equity
		Number of				Number of									Retained
(Thousands -		Shares		Share		Warrants				Equity		Contributed			Earnings			Total
Unaudited)		Issued		Capital		Issued		Warrants	Instruments				Surplus		(Deficit)			Equity
Balance at January 1, 2011		58,938	$	73,445		15,825	$	1,808	$	75,253		$	5,590	$	(62,773	)	$	18,070
Net loss and comprehensive loss for the period															(4,332	)		(4,332	)
Transactions with owners, recorded in equity contributions by and distributions to owners:
	Issue of Class A common shares	455		48		455		52		100								100
	Share issue costs			(1	)					(1	)							(1	)
Balance at March 31, 2011		59,393	$	73,492		16,280	$	1,860	$	75,352		$	5,590	$	(67,105	)	$	13,837
Balance at January 1, 2012		66,610	$	74,571		16,280	$	1,860	$	76,431		$	5,663	$	(67,383	)	$	14,711
Net income and comprehensive income for the period															2,645			2,645
	Issue of Class A common shares	5		1						1								1
	Share-based payment transactions									-			41					41
Balance at March 31, 2012		66,615	$	74,572		16,280	$	1,860	$	76,432		$	5,704	$	(64,738	)	$	17,398

Divestco Inc.
Condensed Consolidated Interim Statement of Cash Flows
	Three months ended March 31
(Thousands - Unaudited)		2012			2011
Cash from operating activities
Net income (loss) for the period	$	2,645		$	(4,332	)
Items not affecting cash:
Equity investment income		(1	)		(4	)
Depreciation and amortization		5,165			3,389
Amortization of tenant inducements		(28	)		(7	)
Deferred rent obligations		(258	)		-
Income taxes		-			49
Unrealized foreign exchange loss		2			(1	)
Non-cash employment benefits		1			-
Share-based payments		41			-
Finance costs		(360	)		37
Funds from (used in) operations		7,207			(869	)
Changes in non-cash working capital balances		5,147			(1,464	)
Interest paid (received)		407			(16	)
Income taxes refunded (paid)		-			103
Net cash from (used in) operating activities		12,761			(2,246	)
Cash from (used in) financing activities
Bank indebtedness		550			950
Advances to affiliated company		14			-
Issue of common shares (net of related costs)		-			99
Repayment of long-term debt obligations		(329	)		(117	)
Net cash from (used in) financing activities		235			932
Cash from (used in) investing activities
Additions to intangible assets		(9,780	)		(2,453	)
Decrease (increase) in participation surveys in progress		1,299			1,176
Purchase of property and equipment		(151	)		(3,624	)
Additions to tenant inducements		-			3,035
Payments towards sublease loss provision		(89	)		-
Investment in affiliates		-			(29	)
Deferred development costs		(587	)		(710	)
Changes in non-cash working capital balances		(3,417	)		1,822
Net cash from (used in) investing activities		(12,725	)		(783	)
Increase (decrease) in cash		271			(2,097	)
Cash, beginning of period		1,547			3,696
Cash, end of period	$	1,818		$	1,599

Divestco is an exploration services company that provides a comprehensive and integrated portfolio of data, software, and services to the oil and gas industry. Through continued commitment to align and bundle products and services to generate value for customers, Divestco is creating an unparalleled set of integrated solutions and unique benefits for the marketplace. Divestco's breadth of data, software and services offers customers the ability to access and analyze the information required to make business decisions and to optimize their success in the upstream oil and gas industry. Divestco is headquartered in Calgary, Alberta, Canada and trades on the TSX Venture Exchange under the symbol "DVT".

This press release contains forward-looking information related to the Company's capital expenditures, projected growth, view and outlook towards future oil and gas prices and market conditions, and demand for its products and services. Statements that contain words such as "could', "should", "can", "anticipate", "expect", "believe", "will", "may" and similar expressions and statements relating to matters that are not historical facts constitute "forward-looking information" within the meaning applicable by Canadian securities legislation. Although management of the Company believes that the expectations reflected in such forward-looking information are reasonable, there can be no assurance that such expectations will prove to have been correct because, should one or more of the risks materialize, or should the assumptions underlying forward-looking statements or forward-looking information prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated or expected. Readers should not place undue reliance on forward-looking statements or forward-looking information. All of the forward-looking statements and forward-looking information of the Company contained in this press release are expressly qualified, in their entirety, by this cautionary statement. Except where required by law, the Company does not assume any obligation to update these forward-looking statements or forward-looking information if conditions or opinions should change.

In particular, this press release contains forward-looking statements pertaining to the following: Company's ability to keep debt and liquidity at acceptable levels, improve/maintain its working capital position and maintain profitability in the current economy; availability of external and internal funding for future operations; relative future competitive position of the Company; nature and timing of growth; oil and natural gas production levels; planned capital expenditure programs; Supply and demand for oil and natural gas; future demand for products/services; commodity prices; impact of Canadian federal and provincial governmental regulation on the Company; expected levels of operating costs, finance costs and other costs and expenses; future ability to execute acquisitions and dispositions of assets or businesses; expectations regarding the Company's ability to raise capital and to add to seismic data through new seismic shoots and acquisition of existing seismic data; treatment under tax laws; and new accounting pronouncements.

These forward-looking statements are based upon assumptions including: future prices for crude oil and natural gas; future interest rates and future availability of debt and equity financing will be at levels and costs that allow the Company to manage, operate and finance its business and develop its software products and various oil and gas datasets including its seismic data library, and meet its future obligations; the regulatory framework in respect of royalties, taxes and environmental matters applicable to the Company and its customers will not become so onerous on both the Company and its customers as to preclude the Company and its customers from viably managing, operating and financing its business and the development of its software and data; and that the Company will continue to be able to identify, attract and employ qualified staff and obtain the outside expertise as well as specialized and other equipment it requires to manage, operate and finance its business and develop its properties.

These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the Company's control, including: general economic, market and business conditions; volatility in market prices for crude oil and natural gas; ability of Divestco's clients to explore for, develop and produce oil and gas; availability of financing and capital; fluctuations in interest rates; demand for the Company's product and services; weather and climate conditions; competitive actions by other companies; availability of skilled labour; failure to obtain regulatory approvals in a timely manner; adverse conditions in the debt and equity markets; and government actions including changes in environment and other regulation.