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Press release from Marketwire

GASFRAC Announces Third Quarter 2012 Results

Wednesday, November 07, 2012

GASFRAC Announces Third Quarter 2012 Results17:00 EST Wednesday, November 07, 2012CALGARY, ALBERTA--(Marketwire - Nov. 7, 2012) - GASFRAC Energy Services Inc. (TSX:GFS) GASFRAC is pleased to present its third quarter, 2012 results. Although revenue for the quarter decreased 29% to $40.9 million from $57.2 million in 2011, revenue in the third quarter of 2011 included a $20.9 million sale of materials to Husky. Adjusting for this sale, revenues from service revenue increased approximately 12% in 2012 as compared to 2011. Revenue per operating day increased to $448 from $420. During the quarter, the Company earned revenues from 19 customers with the top three customers accounting for approximately 69% of the Company's revenue (2011 - 47%). Revenue from the Canadian operations for the quarter was $26.8 million generated from 57 operating days at an average of $468 per operating day as compared to 57 operating days at an average of $419 per day in the third quarter of 2011. In the third quarter of 2011 revenues were $23.9 million from services and $20.9 million from the materials sale to Husky. Wet conditions throughout the quarter prevented operations in many areas. The most significant impact for our Canadian operations was the delay of recommencement of operations for Husky, due to these wet conditions, from an original early June start date into mid July. Revenue was earned from 8 customers during the quarter with three of these customers representing 85% of the total revenue earned from Canadian operations. Revenue from the U.S. operations for the quarter were $14.1 million generated from 34 operating days at an average revenue per operating day of $415 as compared to $12.6 million in the third quarter of 2011 from 30 operating days at an average revenue per operating day of $420 . The work under the Blackbrush contract was delayed from September 8, 2012 as our customer assessed wells. Work under the contract recommenced on October 14, 2012. As previously announced, on September 11, 2012 the board of directors of GASFRAC Energy Services Inc. ("GASFRAC") announced that they had commenced an operational review. The Company determined that it is prudent to focus its near term growth opportunities on North America and specifically in Western Canada and in South Texas and Colorado in the USA. Concurrent with this focused growth, cost control is equally important. As a result, cost reductions were undertaken through staff reductions and other fixed cost reductions. These actions were largely completed by early October and as a result, the impact of the cost reductions will be realized during Q4 and onwards. The Company has engaged a search firm to assist with the identification and hiring of a new Chief Executive Officer. To date, a number of candidates have been identified and interviewed. The Company expects to be in a position to announce a new CEO by year end or early in the first quarter of 2013. Subsequent to September 30, 2012 the Company's bank syndicate agreed to amend the Company's credit facility such that covenants relating to trailing twelve month EBITDA were suspended through to the end of the first quarter of 2013 and the Company's draws on the facility, during this period, was limited to $60 million. The Company is confident that these changes provide the necessary financial capacity and flexibility.MANAGEMENT'S DISCUSSION AND ANALYSIS SEPTEMBER 30, 2012 Management's discussion and analysis ("MD&A") of the financial condition and the results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements for the nine months ended September 30, 2012 and the audited consolidated financial statements for the year ended December 31, 2011 of GASFRAC Energy Services Inc. ("the Company" or the "Company"), together with the accompanying notes. The interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") including International Accounting Standard ("IAS") 34, "Interim Financial Reporting" as issued by the International Accounting Standards Board ("IASB"). Readers should also refer to the "Forward-Looking Statements" legal advisory at the end of this MD&A. This MD&A has been prepared using information that is current to November 7, 2012. All references to dollar amounts are in Canadian dollars. Figures are in '000s except share and per share data or as otherwise noted. Unless the context otherwise requires, all references in this MD&A to "we", "us" or "our" mean the Company.BUSINESS OF GASFRAC GASFRAC Energy Services Inc. was incorporated on February 13, 2006 in Canada under the Business Corporations Act in the Province of Alberta. The Company is an oil and gas well fracturing company that has developed new technology, the "LPG Fracturing Process", to enable wells to be fractured safely with LPG, more specifically propane and butane. The Company has six wholly-owned subsidiaries, the GASFRAC Energy Services GP Inc., GASFRAC Energy Services Limited Partnership, GASFRAC Luxembourg Finance (a Luxembourg incorporated entity), GASFRAC Energy Services (US) Inc. (a U.S. incorporated entity), GASFRAC US Holdings Inc., and GASFRAC Inc. (a U.S. incorporated entity).COMPARITIVE QUARTERLY FINANCIAL INFOMRATIONFor the three months endedSeptember 30 2012September 30 2011September 30 2010CAD$CAD$CAD$Revenue40,85157,43726,590Operating expenses35,38142,31818,046Selling, general and administrative expenses5,7864,4233,202EBITDA(1)1,06010,9604,874(Loss) Profit for the period(7,144)5,9112,318(Loss) Earnings per share - basic(0.11)0.100.06(Loss) Earnings per share - diluted(0.11)0.090.06Weighted average number of shares - basic63,04361,56741,245Total assets323,748287,632182,280Total non-current liabilities35,7942,12348Treatments175191137Revenue per treatment233191194Revenue days918783Revenue per revenue day448420320(1) Defined under Non-IFRS MeasuresOPERATIONAL REVIEW On September 11, 2012 the board of directors of GASFRAC announced that they had commenced an operational review and restructuring of the management team at GASFRAC. As part of the management restructuring, the management group comprising of Zeke Zeringue, Chief Executive Officer and Steve Batchelor, Chief Operating Officer, left the Company. Jim Hill, the current Chief Financial Officer of the Company, assumed the role of acting President and Chief Executive Officer until a replacement is found. Management is determined to focus its near term growth opportunities on North America and specifically in Western Canada and in South Texas and Colorado in the USA. Management is also focused on controlling costs and has taken the following actions:The overhead staffing in the Houston office has been reduced from 16 to a sales and engineering team of six; US field and support staff levels have been reduced by approximately 25% to a level to support two sets of equipment; Canadian staffing levels have been reduced by approximately 20% to a level to support three sets of equipment; Costs related to facilities, staff housing, insurance and other fixed costs have been reduced.As a result of these actions, the Company accrued $1.0 million of severance costs in Q3. The impact of the cost reductions will be realized during Q4 and onwards. The active five sets of equipment will provide sufficient revenue producing capacity to allow for growth through 2013 and additional sets can be manned as demand increases.FINANCIAL OVERVIEW - FOR THE THREE MONTHS ENDEDSeptember 30, 2012CanadaU.S.CorporateTotalCAD$CAD$CAD$CAD$Revenue26,74614,10540,851Cost of sales12,98348.5%9,20065.2%22,18354.3%Direct Operating costs7,86929.4%5,32937.8%13,19832.3%Operating expenses20,85278.0%14,529103.0%-35,38186.6%Selling, general and administration2,88110.8%1,59311.3%1,3125,78614.2%Number of revenue days573491Revenue per day468415448September 30, 2011CanadaU.S.CorporateTotalCAD$CAD$CAD$CAD$Revenue44,83112,60657,437Cost of sales26,58359.3%6,62452.5%33,20757.8%Direct Operating costs6,70114.9%2,32818.5%829,11115.9%Operating expenses33,28474.2%8,95271.0%8242,31873.7%Selling, general and administration2,3305.2%6375.1%1,4564,4237.7%Number of revenue days 573087Revenue per day419420420FINANCIAL OVERVIEW - FOR THE NINE MONTHS ENDEDSeptember 30, 2012CanadaU.S.CorporateTotalCAD$CAD$CAD$CAD$Revenue74,13628,418-102,554Cost of sales37,00849.9%18,20564.1%-55,21353.8%Direct Operating costs24,29332.8%12,82245.1%-37,11536.2%Operating expenses61,30182.7%31,027109.2%-92,32890.0%Selling, general and administration9,04412.2%3,66512.9%4,23816,94716.5%Number of revenue days14867215Revenue per day500424477September 30, 2011CanadaU.S.CorporateTotalCAD$CAD$CAD$CAD$Revenue87,60614,453-102,059Cost of sales52,05959.4%7,21649.9%-59,27558.1%Direct Operating costs19,01821.7%4,88933.8%8223,98923.5%Operating expenses71,07781.1%12,10583.8%8283,26491.8%Selling, general and administration7,1128.1%1,3039.0%3,36511,78011.5%Number of revenue days14738185Revenue per day454380439REVENUE Revenue for the quarter decreased 29% to $40.9 million from $57.4 million in 2011. Revenue in the third quarter of 2011 included a $20.9 million sale of materials to Husky. Adjusting for this one time sale, revenues from service revenue increased approximately 12% in 2012 as compared to 2011. Revenue per operating day increased to $448 from $420. During the quarter, the Company earned revenues from 19 customers with the top three customers accounting for approximately 69% of the Company's revenue (2011 - 47%).Canadian operations: Revenue from the Canadian operations for the quarter was $26.8 million generated from 57 operating days at an average of $468 per operating day as compared to 57 operating days at an average of $419 per day in the third quarter of 2011. In the third quarter of 2011 revenues were $23.9 million from services and $20.9 million from the materials sale to Husky. Wet conditions throughout the current quarter prevented operations in many areas. The most significant impact for our Canadian operations was the delay of recommencement of operations for Husky, due to these wet conditions, from an original early June start date into mid July. Revenue was earned from 8 customers during the quarter with three of these customers representing 85% of the total revenue earned from Canadian operations.U.S. operations: Revenue from the U.S. operations for the quarter was $14.1 million generated from 34 operating days at an average revenue per operating day of $415 as compared to $12.6 million in the third quarter of 2011 from 30 operating days at an average revenue per operating day of $420. The work under the Blackbrush contract was delayed from September 8, 2012 as our customer assessed wells. Work under the contract recommenced on October 14, 2012.OPERATING EXPENSE Operating expense (comprises of cost of sales and direct operating costs) for the quarter increased to $35.4 million compared to $42.3 million in 2011. Cost of sales was $22.2 million (54.3% of revenue) as compared to $33.2 million (57.8%) of revenue in the third quarter of 2011. Direct operating costs increased to $13.2 million in the third quarter of 2012 as compared to $9.1 million in the third quarter of 2011. Direct operating costs were comprised of fixed costs of $8.2 million and variable costs of $5.0 million as compared to fixed costs of $5.8 million and variable costs of $3.3 million in the third quarter of 2011. The increase in direct costs was comprised largely of added operational staff in Canada ($0.6 million) and the USA ($1.3 million).Canadian operations: Operating expenses from the Canadian operations for the quarter were $20.9 million, compared to the $33.3 million incurred in 2011. Cost of sales was $13.0 million (48.5% of revenue) as compared to $26.6 million (59.3%) of revenue in the third quarter of 2011. Direct operating costs increased to $7.9 million in the third quarter of 2012 as compared to $6.7 million in the third quarter of 2011. Direct operating costs were comprised of fixed costs of $4.9 million and variable costs of $3.0 million (11.2%) as compared to fixed costs of $4.1 million and variable costs of $2.6 million (10.9%) in the third quarter of 2011. The increase in direct costs was due to added operational staff. U.S. operations: Operating expenses from the U.S. operations was $14.5 million, compared to the $9.0 million incurred in 2011. Cost of sales was $9.2 million (65.2% of revenue) as compared to $6.6 million (52.5%) of revenue in the third quarter of 2011. Direct operating costs increased to $5.3 million in the third quarter of 2012 as compared to $2.3 million in the third quarter of 2011. Direct operating costs were comprised of fixed costs of $3.3 million and variable costs of $2.0 million (14%) as compared to fixed costs of $1.7 million and variable costs of $0.6 million (5%) in the third quarter of 2011. The increase in direct costs reflects added operational staff. The increase in variable costs as a percentage of revenue resulted from accommodation costs incurred for field personnel in Southern Texas during the stoppage of work under the Blackbrush contract together with a one-time acceleration of equipment repair costs.SALES, GENERAL & ADMINISTRATIVE ("SG&A") EXPENSE SG&A expense were $5.8 million in quarter three of 2012 compared $4.4 million in quarter three 2011. The increase over 2011 is primarily due to overhead staff increase in the corporate US office and severance costs of approximately $0.9 million accrued upon termination of executive and overhead staff in September 2012. DEPRECIATION & AMORTIZATION Depreciation and amortization increased to $7.1 million during quarter three of 2012 from $4.7 million in quarter three of 2011. The increase is due to an increase in operating property and equipment put in place to increase the Company's revenue generation capacity.EBITDA EBITDA for the quarter was $1.1 million during 2012 compared to $11.0 million in 2011. The decrease in the gain reflects the decrease in revenue of $16.5 million, the increase in fixed operating costs as a percentage of revenue to 86.6% from 73.7% and increased SG&A of $1.4 million.LOSS FOR THE QUARTER Net loss for the quarter was $7.1 million as compared to a $5.9 million profit during 2011. The Company's effective tax rate was 6.8% (2011 - 13.8%) compared to the statutory rate of 25% (2011 - 26.55%). The difference in effective tax rate as compared to the statutory tax rate results largely from certain tax losses not being recognized, at this time, for accounting purposes.OTHER COMPREHENSIVE LOSS Other comprehensive loss of $3.5 million represents exchange differences arising from translation of the financial statements of the Company's foreign subsidiaries which have U.S. dollar as their functional currency. During the third quarter of 2012 the Canadian dollar remained steady against the US dollar, however, it was 5.4% stronger than the same period in 2011, and the net effect was a decrease to the net asset position in the U.S dollar denominated subsidiaries in Canadian dollar terms.SUMMARY OF QUARTERLY RESULTSDec. 31 2010Mar. 31 2011Jun 30 2011Sep. 30 2011Dec. 31 2011Mar. 31 2012Jun. 30 2012Sep. 30 2012CAD$CAD$CAD$CAD$CAD$CAD$CAD$CAD$Revenue41,08730,45214,17057,43759,30444,96916,73440,851(Loss) Profit for the period1,995(2,515)(7,768)5,9111,519(4,926)(16,949)(7,144)(Loss) Earnings per share - basic0.04(0.04)(0.13)0.100.03(0.08)(0.27)(0.11)(Loss) Earnings per share - diluted0.03(0.04)(0.13)0.090.03(0.08)(0.27)(0.11)EBITDA (1)5,81466(5,566)10,9607,9142,259(10,430)1,060Capital expenditures34,16538,94122,99532,92030,87722,16223,3153,878Working capital (2)118,34679,06949,94633,99828,49127,8948,994(1,092)(3)Shareholders' equity259,445258,217251,374262,436264,713263,695247,519237,201(1)Defined under Non-IFRS Measures(2)Working capital is defined as current assets less current liabilities(3)Refer note 7 of the Condensed Interim Consolidated Financial StatementsLIQUIDITY AND CAPITAL RESOURCESSeptember 30 2012September 30 2011CAD$CAD$Cash provided by (used in)Operating(8,972)(18,738)Financing activities15,6041,151Investing activities(3,879)(20,200)2,753(37,787)As at September 30, 2012, the Company had approximately $5.3 million of capital commitments as part of the 2011 capital program. The Company anticipates being able to fund these capital expenditures through cash on hand, operating cash flows and debt facilities.OPERATING Net cash used in operating activities for the quarter was $9.0 million as compared to $18.7 million in 2011. During the quarter trade and other receivables of $20.7 million were collected, contributing substantially to the cash flow from operating activities.FINANCING Net cash provided by financing activities for the quarter was $15.6 million compared to $1.2 million provided in 2011. The funds resulted from the utilization of the credit facility of $15.0 million. During 2011 the cash from financing activities was from the exercise of stock options and warrants. The Company has a bank syndication for a $10 million operating facility and a $90 million revolving facility. As at September 30, 2012, the Company was not in compliance with the trailing twelve month EBITDA covenant. Although the Company has subsequently reached agreement with the bank syndication addressing this issue, pursuant to IAS 1, the Company has presented the entire credit facility as current as at the balance sheet date. Subsequent to September 30, 2012 the bank syndicate approved amendments to the credit facility suspending the financial covenants relating to trailing twelve month EBITDA through to the end of Q1 2013 and limiting draws on the credit facility during this period to $60 million. Based on the terms of the agreement, this results in $5.5 million of the credit facility being current.INVESTING The Company invested $3.9 million in property and equipment and intangible assets for the quarter to add revenue producing capacity as compared to $20.2 million in 2011. The expenditures during 2012 represents expenditure on the 2011 capital build of four additional sets and added fluid management capacity.The timing of cash outflows relating to financial liabilities are outlined in the following table:Carrying value at September 30 2012Less than 1 year1 to 3 years4 to 5 yearsGreater than 5 yearsCAD$CAD$CAD$CAD$CAD$Trade payables and accrued liabilities (excluding performance share units and accrued interest on debentures)25,87125,871---Performance share units5874358765-Provisions779779---Credit facility22,21922,219---Convertible debentures34,473235-34,238-Finance lease obligation2,5921,0621,530--Operating lease payments11,3191,7403,2012,6673,711Commitment to purchase raw materials68,93568,935---Commitment to purchase plant and equipment5,3225,322---Total172,097126,5984,81836,9703,711ACCOUNTING POLICIES AND ESTIMATES This MD&A is based on the Company's annual consolidated financial statements that have been prepared in accordance with IFRS. Management is required to make assumptions, judgments and estimates in the application of IFRS. The Company's significant accounting policies are described in note 2 of the December 31, 2011 audited consolidated financial statements. The preparation of the consolidated financial statements requires that certain estimates and judgments be made concerning the reported amount of revenue and expenses and the carrying values of assets and liabilities. These estimates are based on historical experience and management's judgment. Anticipating future events involves uncertainty and, consequently, the estimates used by management in the preparation of the consolidated financial statements may change as future events unfold, additional experience is acquired or the environment in which the Company operates changes. Apart from the key source of estimation uncertainty disclosed below, all key assumptions concerning the future, and other key sources of estimation uncertainty made at the end of the last full reporting period were applied consistently for the nine months ended September 30, 2012.Valuation of debenture holders' conversion option In order to value the debenture holders' conversion option, management had to determine what interest rate a similar debt instrument will carry if it had no conversion privilege. Management reviewed similar issues within the Canadian debt market of unrated entities and concluded that such a similar debt instrument without conversion privilege will carry a 10% coupon interest rate.Also, the Company's option to redeem the debentures before maturity is considered closely related to the host debt instrument and thus not separately valued.RELATED PARTY TRANSACTIONS During the period the Company also paid $nil (2011 - $5) in consulting fees to two directors. These transactions were in the normal course of operations and have been measured at exchange amounts.OUTSTANDING SHARE DATACommon SharesWarrantsShare Options###Balance as at January 1, 201160,226,3661,757,5002,746,208Issues / Granted--800,000Issued / Exercised2,172,708(932,500)(1,073,875)Forfeited--(42,333)Balance as at December 31, 201162,399,074825,0002,430,000Issues / Granted5,000-1,645,000Issued / Exercised1,063,167(825,000)(130,000)Forfeited(5,830)-(935,000)Balance as at September 30, 201263,461,411-3,010,000DISCLOSURE CONTROLS AND PROCEDURES An evaluation was performed under the supervision and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in National Instrument 52-109. Based on the evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's disclosure controls and procedures were designed to provide a reasonable level of assurance over the disclosure of material information, and are effective as of September 30, 2012.INTERNAL CONTROLS OVER FINANCIAL REPORTING The Company's management, including the Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have assessed and evaluated the design and effectiveness of the Company's internal controls over financial reporting as defined in National Instrument 52-109 as at September, 2012. In making this assessment the Company used the criteria established by the Committee of Sponsoring Organizations ("COSO") in the "Internal Control-Integrated Framework". These criteria are in the areas of control environment, risk assessment, control activities, information and communication and monitoring. The Company's assessment included documentation, evaluation and testing of its internal controls over financial reporting. Based on the evaluation, the Company's management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company's internal controls over financial reporting are effective to provide reasonable assurance regarding the reliability of the Company's financial reporting and its preparation of financial statements are effective as of September 30, 2012. Internal control over financial reporting, no matter how well designed, has inherent limitations. Therefore, internal control over financial reporting determined to be effective can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect all misstatements. There have been no changes in the Company's internal controls over financial reporting during the quarter ended September 30, 2012, which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.OFF-BALANCE SHEET ARRANGEMENTS The Company is not part to any off balance sheet arrangements or transactions.NON-IFRS MEASURES Certain supplementary measures in this MD&A do not have any standardized meaning as prescribed under IFRS and, therefore, are considered non-IFRS measures. These measures have been described and presented in order to provide shareholders and potential investors with additional information regarding the Company's financial results, liquidity and ability to generate funds to finance its operations. These measures may not be comparable to similar measures presented by other entities, and are further explained as follows:EBITDA is defined as net income before interest income and expense, taxes, depreciation, amortization and non-controlling interest. EBITDA is presented because it is frequently used by securities analysts and others for evaluating companies and their ability to service debt. EBITDA was calculated as follows:September 30 2012September 30 2011Net loss(7,144)5,911(Deduct) Add back:Interest expense (income) - net1,311(31)Depreciation and amortization7,0274,617Income tax (benefit) expense(134)463EBITDA1,06010,960OUTLOOK GASFRAC initiated an operational review in the third quarter of 2012 that has resulted in a reduction in manned sets of equipment to five (three in Canada and two in the United States), a reduction in other fixed costs and a focus of its sales efforts. The North American pressure pumping market has continued its transition from natural gas focused regions to activity driven by oil and liquids-rich basins. This change has resulted in pricing pressures with real and anticipated excess capacity of pumping equipment and downward pressure on oil prices, particularly in the United States. GASFRAC's cost reductions and sales focus better position it to provide positive cash flow during this period of uncertain activity levels in the pressure pumping market. While the fundamentals of the overall pressure pumping market are a key factor in our operations, the most significant challenge/focus remains that of accelerating the adoption of our technology and increasing the utilization of our equipment sets. We believe that the production benefits offered by GASFRAC provide our customers an advantage in this environment and that the major challenge for the Company is increasing our market share through succinct demonstration of this benefit than it is the overall market conditions. The key barriers we have encountered impacting the pace of adoption are; demonstration of the cost/benefit, safety considerations, awareness and "inertia". The key on the cost/benefit side is the collection of basin by basin production data to provide more case studies to potential customers showing the positive impact on production and net present values. In addition, we have undertaken a number of initiatives which will reduce the cost of our service to our customers. These initiatives include equipment configuration and fracturing program design. While safety will always remain a key focus for the Company, the equipment and procedures put in place during 2011 have largely removed this as a barrier for most customers - although education and safety audits will remain part of the sales cycle. Awareness of GASFRAC has increased over the past quarters in the basins we are targeting. Marketing at technical and industry forums as well as one-on-one meetings with key executives represent the key actions being taken by GASFRAC to continue to increase awareness of the Company and our technology. By "inertia" we refer to the tendency for operating companies to continue with their current processes in field developments where they are achieving acceptable returns. This tendency towards inertia drives GASFRAC to focus more on new field developments or identify opportunities which cause the return in current manufacturing processes to be interrupted - for instance reduction in commodity prices or increases in regulation or costs associated with water fracturing. While we have experienced a positive trend in the adoption of our services in Canada, the "inertia" described above has been more prevalent in the United States market, particularly with larger operators. We believe the key to improving the adoption in the United States is to focus sales efforts on the independent operators who are able to more quickly assess new technologies and adopt to operational changes. Our Canadian operations have seen an increase in customer activity in the third quarter from customers that have previously worked with us. We expect growth in Canadian revenues in Q4 2012 and Q1 2013 as weather conditions improve and the winter drilling season commences. We will continue to monitor the capital budgets and cash flows of the exploration & production companies in light of recent weaknesses in oil prices. We expect that many companies will construct capital budgets for 2013 within their cash flows rather than adding significantly to their debt positions. As such, both their outlook on commodity prices and realized prices will impact the extent of their capital expenditures in 2013. We expect that any reduction in capital spending by customers will result in pricing pressure as well as reduced activity levels. We also expect that adoption by new customers will be achieved during 2013 as more data becomes available and less robust commodity prices encourage use of more effective technologies. In the U.S. our sales efforts are focused on independent operators in South Texas and Colorado. Subsequent to quarter-end our work with Blackbrush recommenced and we anticipate that this work will continue through 2013. However, we have experienced interruptions to fracturing activity on this project for various reasons and such interruptions may recur in the future. In addition to the Blackbrush work, we have several customers planning to use our services in Q4 2012 and Q1 2013 however, the level of repeat activity with these customers can not be determined at this time. In addition, we anticipate that our sales focus in these areas on independent operators will result in additional customer activity over the coming quarters. The visibility of capital expenditures by exploration & production companies into Q4 2012 and 2013 is difficult given the current volatile commodity price conditions and the lack of finalization of capital budget plans by most companies at this time. The extent to which these budgets will impact the willingness of companies to trial and adopt new technologies such as ours is another factor that will impact our growth into 2013. FORWARD-LOOKING STATEMENT This document contains certain statements that constitute forward-looking statements under applicable securities legislation. All statements other than statements of historical fact are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue", or the negative of these terms or other comparable terminology. These statements are only as of the date of this document and we do not undertake to publicly update these forward looking statements except in accordance with applicable securities laws. These forward looking statements include, among other things:expectations that the Company's innovative technology will provide the Company with opportunities to expand the Company's market share in Canada and the U.S.; estimates of additional investment required to complete ongoing capital projects; expectations of securing financing for additional capital expenditures for 2012 and beyond; expectations as to the level of funding available under the Company's credit facility; expectations of the impact of weather on activity in Canada in 2012; expectations as to activity levels in North America and that oil and liquids rich gas drilling will offset declines in dry gas drilling; expectations as to volume of work pursuant to long-term contract with Husky; expectations as to volume of work under the Blackbrush contract; expectations as to capital development programs of major customers; expectations as to the rate of adoption of the Company's technology by E&P companies; expectations as to the number of manned fracturing spreads in Canada and the USA; assumption that environmental protection requirements will not have a significant impact on the Company's operations or capital budget; expectations as to the Company's future market position in the industry; expectations as to the supply of raw materials; expectations as to the pricing of the Company's services; expectations as to obtaining long term contracts with customers; expectations of fracturing industry pricing and the pricing of the Company services in North America in 2012 and 2013; expectations of oil and natural gas commodity prices in 2012; expectations of the amount of net fracturing horsepower being added to the North American market in 2012 and its impact on the Company's service prices; These statements are only predictions and are based on current expectations, estimates, projections and assumptions, which we believe are reasonable but which may prove to be incorrect and therefore such forward-looking statements should not be unduly relied upon. In addition to other factors and assumptions which may be identified in this document, assumptions have been made regarding, among other things, industry activity; effect of market conditions on the demand for the Company's services; the ability to obtain qualified staff, equipment and services in a timely manner; the effect of current plans; the timing of capital expenditures and receipt of added equipment operating capacity; future oil and natural gas prices and the ability of the Company to successfully market its services. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur. These risks and uncertainties include: changes in drilling activity; fluctuating oil and natural gas prices; general economic conditions; weather conditions; regulatory changes; the successful development and execution of technology; customer acceptance of new technology; the potential of competing technologies by market competitors; the availability of qualified staff, raw materials and property and equipment.Condensed Consolidated Statement of Financial PositionUnauditedAs at:September 30, 2012Dec 31, 2011CAD$ '000CAD$ '000ASSETSCURRENT ASSETSCash and cash equivalents5,6535,026Trade and other receivables33,14649,206Inventory7,9108,891Prepaid expenses1,6001,178Assets held for sale1,352-TOTAL CURRENT ASSETS49,66164,301NON-CURRENT ASSETSPlant and equipment264,884249,577Intangible assets1,083500Other assets8,1208,130TOTAL NON-CURRENT ASSETS274,087258,207TOTAL ASSETS323,748322,508LIABILITIES AND SHAREHOLDERS' EQUITYCURRENT LIABILITIESTrade payables and accrued liabilities26,69330,843Provisions779966Current portion of finance lease obligation1,062832Current portion of credit facility22,2191,849TOTAL CURRENT LIABILITIES50,75334,490NON-CURRENT LIABILITIESFinance lease obligation1,5302,264Operating lease obligations26-Credit facility-20,338Convertible debentures34,238-Deferred tax liability-703TOTAL NON-CURRENT LIABILITIES35,79423,305TOTAL LIABILITIES86,54757,795CAPITAL & RESERVESShare capital259,043257,235Contributed surplus5,6303,185Foreign currency translation reserve502,796(Deficit) / Retained earnings(27,522)1,497TOTAL EQUITY237,201264,713TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY323,748322,508Condensed Consolidated Statements of Comprehensive LossUnauditedFor the three months endedFor the nine months endedSeptember 30, 2012September 30, 2011September 30, 2012September 30, 2011CAD$ '000CAD$ '000CAD$ '000CAD$ '000REVENUE40,85157,437102,554102,059EXPENDITURESDirect operating costs35,38142,31892,32883,264Selling, general and administrative5,7864,42316,94711,780Share based compensation(1,320)6993752,320Depreciation, amortization, impairments and gains from disposals7,0274,61720,78911,092Finance cost1,339623,333102Foreign exchange (gain) loss(56)(963)15(780)48,15751,156133,787107,778OTHER INCOMEInterest income289351518289351518(LOSS) INCOME BEFORE INCOME TAXES(7,278)6,374(31,182)(5,201)Income tax benefit (expense)134(463)2,163829(LOSS) PROFIT FOR THE PERIOD(7,144)5,911(29,019)(4,372)OTHER COMPREHENSIVE (LOSS) INCOMEExchange differences on translating foreign operations(3,494)3,597(2,746)3,450OTHER COMPREHENSIVE (LOSS) INCOME(3,494)3,597(2,746)3,450TOTAL COMPREHENSIVE (LOSS) INCOME FOR THE PERIOD(10,638)9,508(31,765)(922)(LOSS) INCOME PER SHAREBasic (per share)(0.11)0.10(0.46)(0.07)Diluted (per share)(0.11)0.09(0.46)(0.07)Condensed Consolidated Statements of Cash FlowsUnauditedFor the three months endedFor the nine months endedSeptember 30, 2012September 30, 2011September 30, 2012September 30, 2011CAD$ '000CAD$ '000CAD$ '000CAD$ '000CASH FLOW FROM OPERATING ACTIVITIESNet Income (Loss) for the period(7,144)5,911(29,019)(4,372)Adjusted for:Depreciation and amortization7,0484,61719,29911,092Gains from disposals & impairments(21)-1,490-Equity settled share based compensation(905)6991522,320Allowance for bad debt335-796-Finance cost per income statement1,339113,33311Unrealized foreign exchange loss(1)-4-Taxation per income statement(134)463(2,163)(829)51711,701(6,108)8,222Net change in non-cash operating working capital(7,658)(30,439)21,407(11,683)Cash (used in) generated from operations(7,141)(18,738)15,299(3,461)Interest paid(1,831)-(2,242)-NET (USED IN) CASH GENERATED BY OPERATING ACTIVITIES(8,972)(18,738)13,057(3,461)CASH FLOW FROM INVESTING ACTIVITIESPurchases of plant and equipment(4,357)(28,196)(41,736)(89,208)Acquisition of intangible assets(598)(418)(785)(511)Proceeds from sale of plant and equipment and assets held for sale--2,119147Net change in non-cash investing working capital1,0768,414(10,663)4,560NET CASH USED IN INVESTING ACTIVITIES(3,879)(20,200)(51,065)(85,012)CASH FLOW FROM FINANCING ACTIVITIESProceeds from of common shares issued (net of share issue cost)8231,1511,3103,078Finance leases(171)-(482)-Credit facility14,952-32-Convertible debentures issued--37,888-NET CASH GENERATED BY FINANCING ACTIVITIES15,6041,15138,7483,078Net decrease in cash and cash equivalents2,753(37,787)740(85,395)Cash and cash equivalents at beginning of period3,01451,0435,02698,701Effects of exchange rate changes on the balance of cash held in foreign currencies(114)(167)(113)(217)CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD5,65313,0895,65313,089The Company intends to release its third quarter 2012 results on Wednesday November 7, 2012 after the close of market. The Company will host a conference call on Thursday November 8, 2012 at 9:00 a.m. MT (11:00 a.m. ET) to discuss the Company's results for the third quarter of 2012. To listen to the webcast of the conference call, please enter: http://www.gowebcasting.com/3879 in your web browser or visit the Investor Information section of our website www.gasfrac.com. To participate in the Q&A session, please call the conference call operator at 1-800-769-8320 or 1-416-695-6622 fifteen minutes prior to the call's start time and ask for "GASFRAC Third Quarter Results Conference Call". A replay of the call will be available until November 15, 2012 by dialing 1-800-408-3053 (North America) or 1-905-694-9451 (outside North America). Playback passcode: 4096897 GASFRAC is an oil and gas service company headquartered in Calgary, Alberta, Canada, whose primary business is to provide LPG fracturing services to oil and gas companies in Canada and the USA. Requests for shareholder information should be directed to James Hill. FOR FURTHER INFORMATION PLEASE CONTACT: Contact Information: GASFRAC Energy Services Inc.James HillChief Financial Officer403-237-6077jhill@gasfrac.comwww.gasfrac.com