Divestco Reports Q4 2012 Results

CALGARY, ALBERTA--(Marketwired - April 30, 2013) - Divestco Inc. (TSX VENTURE:DVT) ("Divestco" or the "Company") announces its operating results for the three months and year ended December 31, 2012.

Three months ended December 31, 2012

Divestco generated a net loss for the fourth quarter of 2012 of $1.2 million ($0.02 per share - basic and diluted) compared to a net loss of $0.8 million ($0.01 per share - basic and diluted) for the same period in 2011. EBITDA was $0.3 million in Q4 2012, a $3 million (91%) decrease from $3.3 million for the same period in 2011. The Company generated funds from operations of $10,000 ($nil per share - basic and diluted) for the fourth quarter of 2012, compared to $2.9 million ($0.05 per share - basic and diluted) for the same period in 2011. EBITDA and funds from operations do not include capital expenditures of $3.2 million, mainly comprised of the cost related to a new seismic program that commenced in Q4 2012.

During Q4 2012, Divestco generated revenue of $7.3 million compared to $11.4 million in Q4 2011, a decrease of $4.1 million (36%). Revenue in the Software and Data segment increased by $1.8 million (68%) due to a large data transaction completed during Q4 2012. Revenue in the Seismic Data segment decreased by $3.9 million (82%) attributable to the timing of multi- client surveys. In Q4 2012, the Company incurred $3.5 million in costs on a 3D seismic survey that was completed in Q1 2013. However there were a number of seismic data sales that did not close until Q1 2013. Revenue in the Services segment decreased by $2.1 million (49%) as demand for seismic processing and land management services was weaker, while demand for geomatics was slightly stronger.

Operating expenses decreased by $1.2 million (16%) to $7 million in Q4 2012 from $8.2 million in Q4 2011. Salaries and wages were up $101,000 (2%). G&A expenses were down $1.4 million (35%) as occupancy costs decreased by $1 million (45%) due to the Company surrendering a portion of its office space lease in 2011 and 2012. Professional fees decreased by $882,000 (61%), bad debt expense increased by $807,000 and direct selling costs decreased by $246,000 (80%). Depreciation and amortization decreased by $2.5 million (66%) mainly due to lower depreciation on seismic data as we completed a survey in Q4 2011 and did not complete any surveys in Q4 2012.

Year ended December 31, 2012

Divestco generated net income for year ended December 31, 2012 of $1.3 million ($0.02 per share - basic and diluted) compared to a net loss of $4.6 million ($0.08 per share - basic and diluted) for 2011. EBITDA was $12.4 million, a $6.3 million (102%) increase from $6.1 million for 2011. The Company generated funds from operations of $11.7 million ($0.17 per share - basic and diluted) for 2012, an increase of $6 million (103%) as compared to $5.7 million ($0.10 per share - basic and diluted) for 2011. EBITDA and funds from operations do not include capital expenditures of $12.6 million, mainly comprised of the cost of acquiring new seismic surveys data during 2012.

During the year ended December 31, 2012, Divestco generated revenue of $39.6 million compared to $40.5 million for 2011, a decrease of $0.9 million (2%). Revenue in the Software and Data segment increased by $3.3 million (35%) primarily due to two significant data transactions completed in 2012. Revenue in the Seismic Data segment decreased by $466,000 (3%) due to lower seismic brokerage revenue. However, the Company completed three seismic participation surveys, signed a large data library sale and reached a settlement agreement concerning one of its legal actions in 2012 related to seismic data revenues that were due to the Company. Revenue in the Services segment decreased by $3.7 million (21%) since demand for seismic processing and land management services was weaker and only partially offset by stronger demand for geomatics services.

Operating expenses decreased by $7.3 million (21%) to $27.2 million in 2012 from $34.5 million in 2011. Salaries and wages were down $1.1 million (6%) due to lower severance costs. G&A expenses were down $6.2 million (39%) as occupancy costs decreased by $4.8 million (51%) due to the Company surrendering a portion of its office space lease in 2011. Communication expenses were down $182,000 (40%), professional fees decreased by $1.3 million (42%) and direct selling costs decreased by $993,000 (73%), partially offset by an increase in bad debt expense by $918,000. Depreciation and amortization increased by $742,000 (7%) mainly due to the completion of three seismic participation surveys during 2012, partially offset by lower depreciation on property and equipment and deferred development costs.

Working Capital

Divestco ended fiscal 2012 with a working capital deficit of $7.5 million (December 31, 2011: $0.3 million surplus), excluding deferred revenue of $2.4 million (December 31, 2011 - $4.6 million). The decline in working capital from the end of 2011 was primarily due to an unpredictably slow Q3 and Q4 that directly impacted the Services segment and delayed the signing and delivery of several seismic data contracts. While the Company significantly reduced its payables since the end of 2011, receivables fell sharply as well. In addition, $843,000 of the subordinated loan was reclassified from long-term to current liabilities as compared to December 31, 2011 as the loan matures in May 2013. The Company's funded debt to equity ratio remained unchanged at 0.64:1 at December 31, 2012 from December 31, 2011 (0.64:1) as higher equity was offset by higher funded debt levels ($10.6 million at the end of 2012 compared to $9.4 million at the end of 2011).

Seismic Update

During 2012, Divestco completed three 3D seismic participation surveys (Brazeau, Big Valley and Ante Creek), covering an area of approximately 389 square kilometers. Total cost for the three seismic surveys was $14.3 million, with $5.1 million incurred in 2011. The Company also commenced another survey in Q4 2012 (Alder Flats) which was completed in Q1 2013.

Mr. Stephen Popadynetz, CEO, President and CFO: "Over the last two years Divestco has made great strides to improve its efficiencies and cut costs. Unfortunately, in the third quarter of 2012, we saw an unexpected slowdown in the industry which resulted in a net loss. This carried over initially into Q4 2012, but by the end of the quarter we were witnessing activity levels returning to normal. As such, we are confident that the Company will return to profitability. As well, Divestco remains committed to strengthening its financial position and balance sheet and we have continued to optimize our all aspects of our G&A (including excess office space). We are also pleased with the progress we have made towards rebuilding our seismic data library. To date, we have added more than 860 square kilometers of seismic to our library. Overall demand for seismic data and general activity levels in the industry is trending positively and Divestco is currently reviewing a number of new seismic programs for the coming year. With the strong cost cutting measures taken over the last two years in place, Divestco is on a well-positioned path for sustained profitability and growth. We look forward to delivering positive earnings and improved results for our shareholders."

Non-GAAP Measures

The Company's condensed consolidated interim financial statements have been prepared in accordance with IFRS. Certain measures in this document do not have any standardized meaning as prescribed by IFRS and are considered additional 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 an alternative 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 December 31						Year ended December 31
(Thousands)		2012			2011			2012			2011
Net Income (Loss)	$	(1,232	)	$	(768	)	$	1,273		$	(4,610	)
Income Tax Expense		-			25			(51	)		86
Finance Costs		251			252			531			759
Depreciation and Amortization		1,292			3,823			10,646			9,904
EBITDA	$	311		$	3,332		$	12,399		$	6,139

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.

Additional GAAP Measure

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 December 31					Year ended December 31
(Thousands)		2012			2011		2012			2011
Cash from (used in ) Operating Activities	$	(155	)	$	3	$	14,892		$	5,093
Changes in Non-Cash Working Capital Balances Related to Operating Activities		(85	)		2,703		(3,408	)		411
Interest Paid		219			202		374			593
Income Taxes Paid (Refunded)		31			-		(184	)		(352	)
Funds from Operations	$	10		$	2,908	$	11,674		$	5,745

Financial Highlights

Financial Results (Thousands, Except Per Share Amounts)

		Three months ended December 31												Year ended December 31
			2012			2011			$ Change		% Change			2012			2011			$ Change		% Change
Revenue		$	7,270		$	11,447		$	(4,177	)	-36	%	$	39,628		$	40,464		$	(836	)	-2	%
Operating Expenses			6,960			8,248			(1,288	)	-16	%		27,189			34,485			(7,296	)	-21	%
Other Loss (Income)			(1	)		(133	)		132		N/A			40			(160	)		200		N/A
EBITDA			311			3,332			(3,021	)	-91	%		12,399			6,139			6,260		102	%
Finance Costs			251			252			(1	)	0	%		531			759			(228	)	-30	%
Depreciation and Amortization			1,292			3,823			(2,531	)	-66	%		10,646			9,904			742		7	%
Income (Loss) before Income Taxes			(1,232	)		(743	)		(489	)	N/A			1,222			(4,524	)		5,746		N/A
Income Tax Expense			-			25			(25	)	-100	%		(51	)		86			(137	)	N/A
Net Income (Loss)		$	(1,232	)	$	(768	)	$	(464	)	N/A		$	1,273		$	(4,610	)	$	5,883		N/A
	Per Share - Basic and Diluted		(0.02	)		(0.01	)		(0.01	)	N/A			0.02			(0.08	)		0.10		N/A
Funds from Operations		$	10		$	2,908		$	(2,898	)	-100	%	$	11,674		$	5,745		$	5,929		103	%
	Per Share - Basic and Diluted		-			0.05			(0.05	)	-100	%		0.17			0.10			0.07		70	%
Shares Outstanding			66,758			66,610			N/A		N/A			66,758			66,610			N/A		N/A
Weighted Average Shares Outstanding
	Basic		66,738			60,575			N/A		N/A			66,679			59,797			N/A		N/A
	Diluted		66,738			60,575			N/A		N/A			66,679			59,797			N/A		N/A

Financial Position (Thousands)
		Balance at			Balance at		Balance at
		Dec 31			Dec 31		Dec 31
		2012			2011		2010
Total Assets	$	41,945		$	43,761	$	34,984
Working Capital (Deficit) (1)		(7,483	)		297		3,599
Long-Term Financial Liabilities (2)		7,622			8,610		3,907

(1)	Excludes the current portion of deferred revenue of $2.4 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

Three months ended December 31, 2012 (Thousands)

		Software and Data		Services			Seismic Data			Corporate & Other			Total
Revenue	$	4,319	$	2,121		$	830		$	-		$	7,270
EBITDA		2,523		(761	)		(165	)		(1,286	)		311
Finance costs (income)		-		-			-			251			251
Depreciation and Amortization		788		221			156			127			1,292
Income (loss) before income taxes		1,735		(982	)		(321	)		(1,664	)		(1,232	)
Three months ended December 31, 2011 (Thousands)
		Software		Services			Data			Corporate & Other			Total
Revenue	$	2,566	$	4,195		$	4,686		$	-		$	11,447
EBITDA		1,142		1,186			3,966			(2,962	)		3,332
Finance costs (income)		-		(1	)		(1	)		254			252
Depreciation and Amortization		706		294			2,631			192			3,823
Income (loss) before income taxes		436		893			1,336			(3,408	)		(743	)
Year ended December 31, 2012 (Thousands)
		Software		Services			Data			Corporate & Other			Total
Revenue	$	12,742	$	13,568		$	13,318		$	-		$	39,628
EBITDA		6,047		1,129			9,637			(4,414	)		12,399
Finance costs (income)		-		(1	)		(9	)		541			531
Depreciation and Amortization		3,150		893			6,034			569			10,646
Income (loss) before income taxes		2,897		237			3,612			(5,524	)		1,222
Year ended December 31, 2011 (Thousands)
		Software		Services			Data			Corporate & Other			Total
Revenue	$	9,414	$	17,266		$	13,784		$	-		$	40,464
EBITDA		3,541		3,620			10,651			(11,673	)		6,139
Finance costs (income)		-		(3	)		(6	)		768			759
Depreciation and Amortization		3,453		1,098			3,632			1,721			9,904
Income (loss) before income taxes		88		2,525			7,025			(14,162	)		(4,524	)

Divestco Inc.

Condensed Consolidated Interim Statements of Financial Position

			At December 31
(Thousands - Unaudited)			2012		2011
Assets
Current Assets
	Cash	$	1,320	$	1,547
	Funds held in trust		18		40
	Accounts receivable		7,134		11,810
	Prepaid expenses, supplies and deposits		357		235
	Income taxes receivable		196		110
	Asset held for sale		-		2,500
	Total current assets		9,025		16,242
Investment in affiliated company			137		141
Participation surveys in progress			3,508		5,108
Property and equipment			4,607		4,147
Intangible assets			24,668		18,123
Total assets		$	41,945	$	43,761
Liabilities and Shareholders' Equity
Current Liabilities
	Bank indebtedness	$	4,450	$	3,700
	Accounts payable and accrued liabilities		9,624		10,669
	Deferred revenue		2,420		4,561
	Current loss on sublease loss provision		326		320
	Current portion of long-term debt obligations		1,986		1,143
	Current portion of tenant inducement		122		113
	Total current liabilities		18,928		20,506
Deferred rent obligations			189		1,124
Long-term debt obligations			4,115		4,591
Sublease loss provision			1,006		1,332
Tenant Inducements			1,389		1,397
Other long-term liabilities			-		100
Total liabilities			25,627		29,050
Shareholders' Equity
	Equity instruments		7,216		76,431
	Contributed surplus		7,829		5,663
	Retained earnings (deficit)		1,273		(67,383	)
	Total shareholders' equity		16,318		14,711
Total liabilities and shareholders' equity		$	41,945	$	43,761

Divestco Inc.

Condensed Consolidated Interim Statements of Income (Loss) and Comprehensive Income (Loss)

			Year ended December 31
(Thousands, Except Per Share Amounts - Unaudited)			2012			2011
Revenue		$	39,628		$	40,464
Operating expenses
	Salaries and benefits		17,667			18,748
	General and administrative		9,213			15,664
	Depreciation and amortization		10,646			9,904
	Stock compensation expense		309			73
	Total operating expenses		37,835			44,389
Finance costs			531			759
Other loss (income)			40			(160	)
Income (loss) before income taxes			1,222			(4,524	)
Income taxes
	Current		(51	)		86
Net income (loss) and comprehensive income (loss) for the year		$	1,273		$	(4,610	)
Net income (loss) per share
	Basic and Diluted	$	0.02		$	(0.08	)
Weighted average number of shares
	Basic and Diluted		66,679			59,797

Divestco Inc.

Condensed Consolidated Interim Statements of Changes in Equity

(Thousands - Unaudited)		Number of Shares Issued		Share Capital		Number of Warrants Issued			Warrants			Equity Instruments			Contributed Surplus			Retained Earnings (Deficit	)		Total Equity
Balance as 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 year																		(4,610	)		(4,610	)
Transactions with owners, recorded in equity contributions by and distributions to owners:
	Issue of Class A common shares	7,672		1,133		455			52			1,185									1,185
	Share-based payment transactions														73						73
	Share issue costs			(7	)							(7	)								(7	)
Balance as at December 31, 2011		66,610	$	74,571		16,280		$	1,860		$	76,431		$	5,663		$	(67,383	)	$	14,711
Balance as at January 1, 2012		66,610	$	74,571		16,280		$	1,860		$	76,431		$	5,663		$	(67,383	)	$	14,711
Reduction of stated capital and deficit				(67,383	)							(67,383	)					67,383
Net income and comprehensive income for the year																		1,273			1,273
Transactions with owners, recorded in equity contributions by and distributions to owners:
	Issue of Class A common shares	128		25								25									25
	Issue on exercise of PSUs	20		3								3									3
	Reclassification on exercise of PSUs														(3	)					(3	)
	Reclassification on expiry of warrants					(16,280	)		(1,860	)		(1,860	)		1,860
	Share-based payment transactions														309						309
Balance as at December 31, 2012		66,758	$	7,216		-		$	-		$	7,216		$	7,829		$	1,273		$	16,318

Divestco Inc.

Condensed Consolidated Interim Statements of Cash Flows

		Year ended December 31
(Thousands - Unaudited)		2012			2011
Cash from (used in) operating activities
Net income (loss) for the year	$	1,273		$	(4,610	)
Items not affecting cash:
Equity investment income		(10	)		(12	)
Depreciation and amortization		10,646			9,904
Sublease loss		-			(839	)
Amortization of tenant inducements		(117	)		(109	)
Deferred rent obligations		(936	)		557
Income taxes		(51	)		86
Unrealized foreign exchange loss		4			(3	)
Non-cash employment benefits		25			85
Share-based payments		309			73
Finance costs (income)		531			759
Funds from operations		11,674			5,745
Changes in non-cash working capital balances		3,408			(411	)
Interest received (paid)		(374	)		(593	)
Income taxes refunded (paid)		184			352
Net cash from operating activities		14,892			5,093
Cash from (used in) financing activities
Bank indebtedness		750			1,650
Advances to affiliated company		14			-
Issue of common shares (net of related costs)		-			1,093
Repayment of long-term debt obligations		(1,965	)		(406	)
Deferred financing costs		-			(153	)
Proceeds received from long-term debt obligations (net of committed
revolver repayments)		2,210			5,500
Net cash from (used in) financing activities		1,009			7,684
Cash from (used in) investing activities
Additions to intangible assets		(14,197	)		(9,012	)
Decrease (increase) in participation surveys in progress		1,600			(3,855	)
Purchase of property and equipment		(1,320	)		(5,907	)
Additions to tenant inducements		118			3,596
Payments towards sublease loss provision		(357	)		(922	)
Investment in affiliates		-			(29	)
Deferred development costs		(2,353	)		(2,475	)
Changes in non-cash working capital balances		381			2,678
Net cash from (used in) investing activities		(16,128	)		(14,926	)
Increase (decrease) in cash		(227	)		(2,149	)
Cash, beginning of year		1,547			3,696
Cash, end of year	$	1,320		$	1,547

About the Company

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

This press release contains forward-looking information related to the Company's capital expenditures, projected growth, view and outlook with respect to 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" an d 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.