Major Drilling Earnings Increase with Strong Revenue Growth and Higher Margins

MONCTON, NB, Sept. 6, 2011 /CNW/ - Major Drilling Group International Inc. (TSX: MDI) today reported results for its first quarter of fiscal year 2012, ended July 31, 2011. These are the first results the Corporation is presenting following its adoption of the International Financial Reporting Standards ("IFRS") effective May 1, 2011. The previous fiscal year's results have been restated accordingly with only minor changes.

Highlights

In millions of Canadian dollars (except earnings per share) Q1-12 Q1-11
Revenue $164.2 $109.5
Gross profit 51.5 26.5
  As percentage of sales 31.4% 24.2%
Net earnings 17.9 5.1
Earnings per share 0.25 0.07
Cash flow from operations (*) 36.8 15.3

*before changes in non-cash operating working capital items, interest and income taxes

  • Major Drilling posted quarterly revenue of $164.2 million, an increase of 50% from the $109.5 million recorded for the same quarter last year.

  • Gross margin percentage for the quarter improved significantly to 31.4%, compared to 24.2% last year, and up from 25.4% in the fourth quarter of fiscal 2011.

  • Net earnings were $17.9 million or $0.25 per share ($0.25 per share diluted) for the quarter, compared to net earnings of $5.1 million or $0.07 per share ($0.07 per share diluted) for the prior year quarter.

  • The Company has increased its semi-annual dividend to $0.08 per share, to be paid on November 1, 2011, which represents a 9.1% increase from the previous dividend.

"Activity levels continue to be robust in every region.  Our revenue increased during the quarter by 50% to $164.2 million and we continue to see inquiries from all categories of customers," said Francis McGuire, President and CEO of Major Drilling Group International Inc. "We continue to be successful in delivering growth as well as diversifying the scope of our drilling services.  While drilling for gold remains our most important contributor, accounting for 48% of our revenue, 17% of our revenue now comes from energy, coal and environmental drilling.  Drilling for base metals and uranium accounts for the remaining 35% of our revenue."

Margins in this quarter improved significantly and were influenced by three factors. First, ramp-up costs such as mobilization and up front purchases have now normalized.  Second, our efforts on training and recruitment have allowed us to increase the number of shifts in the field this quarter.  Third, the contracts that were signed or renewed this quarter reflected the stronger pricing environment.  The next period in which a significant number of renewals are expected to occur is at the end of the calendar year.

"Looking at the balance of fiscal 2012, assuming that customers continue with their stated plans, we expect to see continuing growth.  Our continuing efforts on training and recruitment should allow our global utilization rates to continue to improve as each month goes by and as we continue to add more drillers," noted Mr. McGuire.

"Net capital expenditures for the quarter were $20.7 million as we purchased 21 rigs while retiring 10 rigs through our modernization program.  During the quarter, we also added a significant number of support vehicles and other support equipment to meet changing patterns of demand and to ensure that we continue to meet the highest levels of safety standards.  These additions should improve rig utilization and reliability as we focus on increasing the earning power of each crew and each rig.  In fact, now 60% of our rigs are less than five years old in an industry where rigs tend to last 20 years."

When we experience significant increases in activity, the Company's working capital requirements increase.  These working capital requirements, combined with our investments in capital expenditures during the quarter, brought our net debt levels, net of cash, to $21.1 million.  Our goal remains to keep relatively low debt levels.

"Despite the recent events in the global economy, we have not seen our customers modify their activity patterns.  Demand for drilling services continues to grow," said Mr. McGuire.  "Most of our senior and intermediate customers are in a much better financial position than three years ago and many of our junior customers have recently raised money. In addition, the price of gold is double what it was in 2008, the price of copper is close to historic highs, and both are well above average costs of production.  Our biggest operational challenge continues to be the shortage of labour.  We continue to aggressively and successfully invest in the recruitment and training of new drillers."

The Company has determined that it is appropriate to increase our semi-annual dividend to $0.08 per common share, which will be paid on November 1, 2011 to shareholders of record as of October 10, 2011. This dividend is designated as an "eligible dividend" for Canadian tax purposes.

First quarter ended July 31, 2011

Total revenue for the quarter was $164.2 million, up 50% from the $109.5 million recorded in the same quarter last year. All of the Company's regions contributed to this growth. The unfavourable foreign exchange translation impact for the quarter, when comparing to the effective rates for the same period last year, is estimated at $4 million on revenue.

Revenue for the quarter from Canada-U.S. drilling operations increased by 52% to $61.4 million compared to the same period last year.  U.S. mineral drilling operations continued a strong recovery, particularly from its senior mining customers. Our energy division continued to be affected by floods in North Dakota during the quarter but operations have now returned to normal.  In Canada, activity levels continue to increase.

South and Central American revenue was up 28% to $51.3 million for the quarter, compared to the prior year quarter. The increase was primarily driven by strong growth in our Mexican, Argentinean and Colombian operations.

Australian, Asian and African operations reported revenue of $51.4 million, up 77% from the same period last year.  Australia accounted for a significant portion of this growth as operations recovered from floods in Queensland although all our contracted rigs did not return to the field until August.  Mongolia, Tanzania, and the new operation in Mozambique also contributed to the strong growth.

The overall gross margin percentage for the quarter was 31.4%, up from 24.2% for the same period last year. Ramp-up costs such as mobilization and up front purchases have now normalized. Also, training and recruitment efforts allowed the Company to increase the number of shifts in the field during the quarter.  Finally, the contracts that were signed or renewed this quarter reflected the stronger pricing environment.

General and administrative costs were $12.3 million for the quarter compared to $9.6 million in the same period last year.  The increase was due to the addition of a new operation in Mozambique and also increased costs to support the strong growth in activity levels.

Other expenses for the quarter were $2.6 million, up from $2.1 million in the prior year quarter, due primarily to higher incentive compensation expenses given the Company's increased profitability.

The Annual Meeting of the shareholders of Major Drilling Group International Inc. will be held at The TMX Broadcast Centre Gallery, The Exchange Tower, 130 King St. W., Toronto, Ontario, on Thursday, September 8, 2011 at 10:00 am EDT.

Some of the statements contained in this press release may be forward-looking statements, such as, but not limited to, those relating to worldwide demand for gold and base metals and overall commodity prices, the level of activity in the minerals and metals industry and the demand for the Company's services, the Canadian and international economic environments, the Company's ability to attract and retain customers and to manage its assets and operating costs, sources of funding for its clients, particularly for junior mining companies, competitive pressures, currency movements, which can affect the Company's revenue in Canadian dollars,  the geographic distribution of the Company's operations, the impact of operational changes, changes in jurisdictions in which the Company operates (including changes in regulation), failure by counterparties to fulfill contractual obligations, and other factors as may be set forth, as well as objectives or goals, and including words to the effect that the Company or management expects a stated condition to exist or occur. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties. Actual results in each case could differ materially from those currently anticipated in such statements by reason of factors such as, but not limited to, the factors set out in the discussion starting on pages 17 to 20 of the 2011 Annual Report entitled "General Risks and Uncertainties", and such other documents as available on SEDAR at www.sedar.com. All such factors should be considered carefully when making decisions with respect to the Company. The Company does not undertake to update any forward-looking statements, including those statements that are incorporated by reference herein, whether written or oral, that may be made from time to time by or on its behalf, except in accordance with applicable securities laws.

Based in Moncton, New Brunswick, Major Drilling Group International Inc. is one of the world's largest metals and minerals contract drilling service companies. To support its customers' mining operations, mineral exploration and environmental activities, Major Drilling maintains operations in Canada, the United States, South and Central America, Australia, Asia, and Africa.

Financial statements are attached.

Major Drilling will provide a simultaneous webcast of its quarterly conference call on Wednesday, September 7, 2011 at 8:30 AM (EDT).  To access the webcast please go to the investors/webcast section of Major Drilling's website at www.majordrilling.com and click the attached link, or go directly to the CNW Group website at www.newswire.ca  for directions.  Participants will require Windows MediaPlayer, which can be downloaded prior to accessing the call.  Please note that this is listen only mode.


Major Drilling Group International Inc.
Interim Condensed Consolidated Statements of Operations
(in thousands of Canadian dollars, except per share information)
(unaudited)
 
  Three months ended
  July 31
 
    2011     2010
           
           
TOTAL REVENUE $ 164,152   $ 109,480
           
DIRECT COSTS   112,653     82,948
           
GROSS PROFIT   51,499     26,532
           
OPERATING EXPENSES          
  General and administrative   12,318     9,553
  Other expenses    2,603     2,072
  Loss (gain) on disposal of property, plant and equipment   600     (112)
  Foreign exchange loss   321     92
  Finance costs   822     286
  Depreciation and amortization (note 15)   8,580     7,147
    25,244     19,038
           
EARNINGS BEFORE INCOME TAX   26,255     7,494
           
INCOME TAX - PROVISION (RECOVERY) (note 12)          
  Current   5,984     2,943
  Deferred   2,379     (583)
    8,363     2,360
           
NET EARNINGS (note 15) $ 17,892   $ 5,134
           
           
EARNINGS PER SHARE (note 13)          
Basic  * $ 0.25   $ 0.07
Diluted  ** $ 0.25   $ 0.07
           
*Based on 72,040,376 and 71,354,739 daily weighted average shares
outstanding for the fiscal year to date 2012 and 2011, respectively.
The total number of shares outstanding on July 31, 2011 was 72,040,376.
   
 
 
 
 
 
 
 
 
           
**Based on 72,920,523 and 71,749,419 daily weighted average shares
outstanding for the fiscal year to date 2012 and 2011, respectively.
   
 
 
 
 
 

Major Drilling Group International Inc.
Interim Condensed Consolidated Statements of Comprehensive Earnings
(in thousands of Canadian dollars)
(unaudited)
 
  Three months ended
  July 31
           
    2011     2010
           
NET EARNINGS $ 17,892   $ 5,134
           
OTHER COMPREHENSIVE EARNINGS          
Unrealized gains on foreign currency translation (net of tax of $0)   1,809     5,637
           
COMPREHENSIVE EARNINGS $ 19,701   $ 10,771

Major Drilling Group International Inc.
Interim Condensed Consolidated Statements of Changes in Equity
For the three months ended July 31, 2010 and 2011
(in thousands of Canadian dollars)
(unaudited)
 
                               
    Share capital     Share based
payments reserve
    Retained
earnings
    Foreign currency
translation reserve
    Total
                               
BALANCE AS AT MAY 1, 2010   $ 144,919   $ 9,236   $ 153,358   $ -   $ 307,513
                               
Exercise of stock options     134     -     -     -     134
Share based payments reserve     -     516     -     -     516
      145,053     9,752     153,358     -     308,163
Comprehensive earnings:                              
Net earnings      -     -     5,134     -     5,134
Unrealized gains on foreign currency                              
translations     -     -     -     5,637     5,637
Total comprehensive earnings     -     -     5,134     5,637     10,771
                               
BALANCE AS AT JULY 31, 2010   $ 145,053   $ 9,752   $ 158,492   $ 5,637   $ 318,934
                               
                               
BALANCE AS AT APRIL 30, 2011   $ 150,642   $ 10,280   $ 170,425   $ (3,662)   $ 327,685
                               
Share based payments reserve     -     554     -     -     554
      150,642     10,834     170,425     (3,662)     328,239
Comprehensive earnings:                              
Net earnings      -     -     17,892     -     17,892
Unrealized gains on foreign currency                              
translations     -     -     -     1,809     1,809
Total comprehensive earnings     -     -     17,892     1,809     19,701
                               
BALANCE AS AT JULY 31, 2011   $ 150,642   $ 10,834   $ 188,317   $ (1,853)   $ 347,940

Major Drilling Group International Inc.
Interim Condensed Consolidated Statements of Cash Flows
(in thousands of Canadian dollars)
(unaudited)
       
  Three months ended 
  July 31
       
  2011   2010
           
OPERATING ACTIVITIES          
Earnings before income tax $ 26,255   $ 7,494
Operating items not involving cash          
  Depreciation and amortization (note 15)   8,580     7,147
  Loss (gain) on disposal of property, plant and equipment   600     (112)
  Share based payments reserve   554     516
  Finance costs   822     286
    36,811     15,331
Changes in non-cash operating working capital items   (8,833)     (3,270)
Finance costs paid   (822)     (286)
Income taxes (paid) received   (5,013)     107
Cash flow from operating activities   22,143     11,882
           
FINANCING ACTIVITIES          
Repayment of long-term debt   (2,190)     (2,281)
Proceeds from long-term debt   10,000     -
Proceeds from short-term debt   -     10,400
Issuance of common shares   -     134
Dividends paid   (5,283)     (4,750)
Cash flow from financing activities   2,527     3,503
           
INVESTING ACTIVITIES          
Business acquisitions (net of cash acquired) (note 16)   -     (2,352)
Acquisition of property, plant and equipment   (21,410)     (8,919)
Proceeds from disposal of property, plant and equipment   684     540
Cash flow used in investing activities   (20,726)     (10,731)
           
Effect of exchange rate changes   (367)     332
           
INCREASE IN CASH   3,577     4,986
           
CASH, BEGINNING OF THE PERIOD   16,215     30,232
           
CASH, END OF THE PERIOD $ 19,792   $ 35,218

Major Drilling Group International Inc.
Interim Condensed Consolidated Balance Sheets
As at July 31, 2011, April 30, 2011 and May 1, 2010
(in thousands of Canadian dollars)
(unaudited)
           
           
  July 31, 2011   April 30, 2011   May 1, 2010
ASSETS                
                 
CURRENT ASSETS                
  Cash $ 19,792   $ 16,215   $ 30,232
  Trade and other receivables   109,045     100,300     62,128
  Income tax receivable   3,053     2,720     10,053
  Inventories   73,244     69,864     63,170
  Prepaid expenses   7,880     8,439     4,813
    213,014     197,538     170,396
                 
PROPERTY, PLANT AND EQUIPMENT (note 7)   248,647     235,473     198,935
                 
DEFERRED INCOME TAX ASSETS    7,947     11,575     9,379
                 
GOODWILL  (note 8)   28,673     28,316     26,475
                 
INTANGIBLE ASSETS (note 9)   1,043     1,235     1,074
                 
  $ 499,324   $ 474,137   $ 406,259
                 
                 
LIABILITIES                
                 
CURRENT LIABILITIES                
  Trade and other payables $ 85,931   $ 88,599   $ 53,992
  Income tax payable   5,601     4,297     2,830
  Short-term debt   8,032     7,919     -
  Current portion of long-term debt (note 10)   8,251     8,402     8,887
    107,815     109,217     65,709
                 
CONTINGENT CONSIDERATION   2,626     2,612     2,011
                 
LONG-TERM DEBT  (note 10)   24,597     16,630     15,041
                 
DEFERRED INCOME TAX LIABILITIES    16,346     17,993     15,985
    151,384     146,452     98,746
                 
SHAREHOLDERS' EQUITY                
  Share capital  (note 11)   150,642     150,642     144,919
  Share based payments reserve   10,834     10,280     9,236
  Retained earnings   188,317     170,425     153,358
  Foreign currency translation reserve   (1,853)     (3,662)     -
    347,940     327,685     307,513
                 
  $ 499,324   $ 474,137   $ 406,259

 

MAJOR DRILLING GROUP INTERNATIONAL INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED JULY 31, 2011 AND 2010 (UNAUDITED)
(in thousands of Canadian dollars, except per share information)


1. NATURE OF ACTIVITIES

Major Drilling Group International Inc. ("the Company") is incorporated under the Canada Business Corporations Act and has its head office at 111 St. George Street, Suite 100, Moncton, NB, Canada. The Company's common shares are listed on the Toronto Stock Exchange ("TSX").  The principal source of revenue consists of contract drilling for companies primarily involved in mining and mineral exploration. The Company has operations in Canada, the United States, South and Central America, Australia, Asia and Africa.

2. BASIS OF PRESENTATION

Statement of compliance
International Financial Reporting Standards ("IFRS") require entities that adopt IFRS to make an explicit and unreserved statement, in their first annual IFRS financial statements, of compliance with IFRS. The Company will make this statement when it issues its financial statements for the year ending April 30, 2012. These financial statements have been prepared in accordance with IAS 34 Interim Financial Reporting ("IAS 34") as issued by the International Accounting Standards Board ("IASB") and using the accounting policies the Company expects to adopt in its consolidated financial statements for the year ending April 30, 2012.

Basis of consolidation
The interim condensed consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the period are included in the consolidated statement of operations from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Intra-group transactions, balances, income and expenses are eliminated on consolidation, where appropriate.

Basis of preparation
The condensed consolidated financial statements have been prepared on the historical cost basis, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

3. FUTURE ACCOUNTING CHANGES

Certain new standards, interpretations, amendments and improvements to existing standards were issued by the IASB or International Financial Reporting Interpretations Committee ("IFRIC") that are mandatory for accounting periods beginning in later periods. The standards impacted that are applicable to the Company are as follows:

IFRS 9 Financial Instruments ("IFRS 9")
IFRS 9 was issued in November 2009 and will replace IAS 39 Financial Instruments: Recognition and Measurement ("IAS 39"). The new standard replaces the current multiple classification and measurement models for financial assets and liabilities with a single model that has only two classification categories: amortized cost and fair value. IFRS 9 is effective  for  annual  periods  beginning  on  or  after  January  1,  2013.  The Company is currently evaluating the impact of this standard on its consolidated financial statements.

IFRS 10 Consolidated Financial Statements ("IFRS 10")
IFRS 10 establishes principles for the presentation and preparation of consolidated financial statements when an entity controls one or more other entities. IFRS 10 supersedes IAS 27 Consolidated and Separate Financial Statements and SIC-12 Consolidation - Special Purpose Entities and is effective for annual periods beginning on or after January 1, 2013. Earlier application is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

IFRS 11 Joint Arrangements ("IFRS 11")
IFRS 11 introduces new accounting requirements for joint arrangements, replacing IAS 31 Interests in Joint Ventures. IFRS 11 divides joint arrangements into two types, each having its own accounting model. A 'joint operation' continues to be accounted for using proportional consolidation, whereas a 'joint venture' must be accounted for using equity accounting.  IFRS 11 is effective for fiscal years beginning on or after January 1, 2013.

IFRS 12 Disclosure of Interests in Other Entities ("IFRS 12")
IFRS 12 applies to entities that have an interest in a subsidiary, a joint arrangement, an associate or an unconsolidated structured entity. IFRS 12 is effective for annual periods beginning on or after January 1, 2013. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

IFRS 13 Fair Value Measurements ("IFRS 13")
IFRS 13 is a new standard meant to clarify the definition of fair value, provide guidance on measuring fair value and improve disclosure requirements related to fair value measurement.  IFRS 13 is to be applied for annual periods beginning on or after January 1, 2013.  The Company is currently evaluating the impact of this standard on its consolidated financial statements.

4. SIGNIFICANT ACCOUNTING POLICIES

Cash 
Cash is comprised of cash on hand and demand deposits in banks, cashable at any time.

Financial instruments
Financial assets and financial liabilities are initially recognized at fair value and their subsequent measurement is dependent on their classification as described below. Their classification depends on the purpose for which the financial instruments were acquired or issued, their characteristics and the Company's designation of such instruments. Settlement date accounting is used.

Asset/Liability Classification Measurement
Cash Loans and receivables Amortized cost
Trade and other receivables Loans and receivables Amortized cost
Trade and other payables Other financial liabilities Amortized cost
Short and long-term debt Other financial liabilities Amortized cost

Transaction costs are included in the initial carrying value of financial instruments, except those classified as fair value through profit or loss, and are amortized into income using the effective interest method.

Loans and receivables - Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Loans and receivables are measured at amortized cost using the effective interest method, less any impairment.

Interest income is recognized by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial.

Other financial liabilities - Other financial liabilities are subsequently measured at amortized cost using the effective interest method. The effective interest method is a method of calculating the amortized cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or where appropriate, a shorter period, to the net carrying amount on initial recognition.

Embedded derivatives - Derivatives embedded in non-derivative host contracts that are not financial assets within the scope of IAS 39 (e.g. financial liabilities) are treated as separate derivatives when their risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair value.

Revenue recognition
Revenue from drilling contracts is recognized based on the terms of customer contracts that generally provide for revenue recognition on the basis of actual meters drilled at contract rates or fixed monthly charges or a combination of both. Revenue from ancillary services, primarily relating to extra services to the customer, is recorded when the services are rendered. Revenue is recognized when collection is reasonably assured.

Earnings per share
Basic earnings per share are calculated by dividing net earnings (loss) by the weighted average number of common shares outstanding during the year.

Diluted earnings per share are determined as net earnings (loss) divided by the weighted average number of diluted common shares for the year.  Diluted common shares reflect the potential dilutive effect of exercising stock options.

Inventories
The Company maintains an inventory of operating supplies, drill rods and drill bits. Inventories are valued at the lower of cost and net realizable value, determined on a first in, first out ("FIFO") basis. The value of used inventory items is considered minimal therefore they are not valued, except for drill rods, which, if still considered usable, are valued at 50% of cost.

Property, plant and equipment
Property, plant and equipment ("PP&E") are measured at cost, less accumulated depreciation and impairment losses. Depreciation, calculated principally on the straight-line method, is charged to operations at rates based upon the estimated useful life of each depreciable asset. When significant components of an item of PP&E have different useful lives, they are accounted for as separate assets. The following rates apply to those assets being amortized on the straight-line method:

  Residual value (%) Useful life (years)
Buildings 0 15-20
Drilling equipment 0-15 5-15
Automotive and off-road equipment 0-10 5-10
Other (office, computer and shop equipment) 0 5-15

Land and assets under construction not available for use are not amortized. Costs for repairs and maintenance are charged to operations as incurred. Subsequent costs are included in the assets carrying value when it is probable that future economic benefits associated with it will flow to the entity and when they are ready for their intended use. Subsequent costs are amortized over the useful life of the asset and replaced components are de-recognized.  Amortization methods, residual values and useful lives are re-assessed at minimum on an annual basis.

Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Assets held under finance leases are initially recognized as assets of the Company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the consolidated balance sheet as trade and other payables.

Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognized immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalized as borrowing costs. Contingent rentals are recognized as expenses in the periods in which they are incurred.

Operating lease payments are recognized as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognized as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognized as a liability. The aggregate benefit of incentives is recognized as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Business combinations
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Company, liabilities incurred by the Company to the former owners of the acquiree and any equity interests issued by the Company in exchange for control of the acquiree. Acquisition-related costs are generally recognized in profit or loss as incurred.

At acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their fair value.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), then the excess is recognized immediately in profit or loss as a bargain purchase gain.

When the consideration transferred by the Company in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the 'measurement period' (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not re-measured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is re-measured at subsequent reporting dates in accordance with IAS 39, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets ("IAS 37"), as appropriate, with the corresponding gain or loss being recognized in profit or loss.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed at the acquisition date that, if known, would have affected the amounts recognized at that date.

Contingent liabilities acquired in a business combination - Contingent liabilities acquired in a business combination are initially measured at fair value at the acquisition date. At the end of subsequent reporting periods, such contingent liabilities are measured at the higher of the amount that would be recognized in accordance with IAS 37 and the amount initially recognized less cumulative amortization recognized in accordance with IAS 18 Revenue.

Goodwill
Goodwill represents the excess of the purchase price of business acquisitions, including acquisition costs, over the fair value of the identifiable net assets acquired.  The value of goodwill is tested for impairment at least annually.  Any impairment loss identified by this test would be reported in earnings (loss) for the period during which the loss occurred.

Intangible assets
Intangible assets that are acquired in a business combination are recognized separately from goodwill and are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortization and accumulated impairment losses. Intangible assets include customer relationships and a non-compete agreement, which are amortized on a straight-line basis over a three and five-year period, respectively.

Impairment of long-lived assets
At the end of each reporting period, the Company assesses whether there are any indicators that the carrying values of its long-term assets are impaired. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit ("CGU") to which the asset belongs. A CGU is the smallest identifiable group of assets that generate cash inflows that are largely independent of the cash inflows from other assets or group of assets. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation basis can be identified.

The recoverable amount is the higher of the fair value less costs to sell and the value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

At the end of each reporting period the Company assesses whether there is any indication that an impairment loss recognized in prior periods for an asset other than goodwill may no longer exist or may have decreased. If any such indication exists, the Company estimates the recoverable amount of that asset.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or CGU) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in profit or loss.

Income taxes
Current - The tax currently receivable or payable is based on taxable profit for the year and any adjustments resulting from prior years. Taxable profit differs from profit as reported in the consolidated statement of operations because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred - The Company follows the liability method of accounting for corporate income taxes. This method takes a balance sheet approach and focuses on the amount of income taxes payable or receivable that will arise if an asset is realized or a liability is settled for its carrying amount. These resulting assets and liabilities, referred to as "deferred income tax assets and liabilities", are computed and recognized based on carry forwards of unused tax losses, unused tax credits and the differences between the carrying amount of balance sheet items and their corresponding tax values using the enacted, or substantively enacted, income tax rates in effect when the assets are realized or the liabilities are settled.

The Company's primary differences arise between the tax carrying value and net book value of property, plant and equipment. Management reduces the carrying value of the deferred income tax assets by a valuation allowance when it is not probable that taxable profit will be available against which the deductible temporary difference can be utilized.

Translation of foreign currencies
The consolidated financial statements are presented in Canadian dollars, which is the Company's presentation currency.

Items included in the financial statements of each of the Company's subsidiaries are measured using the functional currency. The majority of the Company's subsidiaries have a functional currency of U.S. dollars, Canadian dollars or Australian dollars.  Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities not denominated in the functional currency of an entity are recognized in the statement of operations. Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated.

For the purposes of the consolidated financial statements, the assets and liabilities of the Company's foreign operations (with functional currencies other than Canadian dollars) are translated into Canadian dollars using exchange rates at the end of the period. Income and expense items are translated at the average rates of exchange for the period. The resulting translation adjustments are recognized in other comprehensive income within the foreign currency translation reserve.  Additionally, foreign exchange gains and losses related to certain intercompany loans that are permanent in nature are included in other comprehensive income and foreign currency translation reserve.

Share-based payments
The Company uses the fair value method to measure compensation expense at the date of grant of stock options to employees and directors. The fair value of each tranche for all option grants is determined using the Black-Scholes option pricing model, which considers estimated forfeitures at time of grant, and each tranche is amortized separately to earnings on a graded vesting basis over the vesting period with an offset to the share based payments reserve. When options are exercised, the corresponding share based payments reserve and the proceeds received by the Company are credited to share capital.

The Company records the fair value of deferred share units as compensation expense, with offset to accrued liabilities.

Provisions
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

Onerous contracts - Present obligations arising under onerous contracts are recognized and measured as provisions. An onerous contract is considered to exist where the Company has a contract under which the unavoidable costs of meeting the obligations under the contract exceed the economic benefits expected to be received from the contract.

Restructurings - A restructuring provision is recognized when the Company has developed a detailed formal plan for restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.

5. KEY SOURCES OF ESTIMATION UNCERTAINTY AND CRITICAL ACCOUNTING JUDGMENTS

Use of estimates
The preparation of financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that are not readily apparent from other sources, which affect the reported amounts of assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reported periods. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results could differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Significant areas requiring the use of management estimates relate to the useful lives of property, plant and equipment for amortization purposes, property, plant and equipment and inventory valuation, determination of income and other taxes, assumptions used in compilation of share-based payments, fair value of assets acquired and liabilities assumed in business acquisitions, amounts recorded as accrued liabilities, and impairment testing of goodwill and intangible assets.

Management determines the estimated useful lives of its property, plant and equipment based on historical experience of the actual lives of property, plant and equipment of similar nature and functions, and reviews these estimates at the end of each reporting period.

Management reviews the condition of inventories at the end of each reporting period and recognizes a provision for slow-moving and obsolete items of inventory when they are no longer suitable for use. Management's estimate of the net realizable value of such inventories is based primarily on sales prices and current market conditions.

Amounts used for impairment calculations are based on estimates of future cash flows of the Company. By their nature, the estimates of cash flows, including the estimates of future revenue, operating expenses, utilization, discount rates and market pricing are subject to measurement uncertainty. Accordingly, the impact in the consolidated financial statements of future periods could be material.

Property, plant and equipment are aggregated into CGUs based on their ability to generate largely independent cash inflows and are used for impairment testing. The determination of the Company's CGUs is subject to management's judgment.

Tax interpretations, regulations and legislation in the various jurisdictions in which the Company operates are subject to change. As such, income taxes are subject to measurement uncertainty. Deferred income tax assets are assessed by management at the end of the reporting period to determine the probability that they will be realized from future taxable earnings.

Compensation costs accrued for long-term share-based payment plans are subject to the estimation of what the ultimate payout will be using the Black Scholes pricing model, which is based on significant assumptions such as volatility, dividend yield and expected term.

The amount recognized as provisions and accrued liabilities, including legal, contractual, constructive and other exposures or obligations, is the best estimate of the consideration required to settle the related liability, including any related interest charges, taking into account the risks and uncertainties surrounding the obligation. In addition, contingencies will only be resolved when one or more future events occur or fail to occur. Therefore assessment of contingencies inherently involves the exercise of significant judgment and estimates of the outcome of future events. The Company assesses its liabilities and contingencies based upon the best information available, relevant tax laws and other appropriate requirements.

Judgments
The Company applied judgment in determining the functional currency of the Company and its subsidiaries. Functional currency was determined based on the currency that mainly influences sales prices, labour, materials and other costs of providing services.

Property, plant and equipment and goodwill are aggregated into CGUs based on their ability to generate largely independent cash inflows and are used for impairment testing. The determination of the Company's CGUs is subject to management's judgment with respect to the lowest level at which independent cash inflows are generated.

The Company has applied judgment in determining the degree of componentization of property, plant and equipment. Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item and has a separate useful life has been identified as a separate component and is depreciated separately.

The Company has applied judgment in recognizing provisions and accrued liabilities, including judgment as to whether the Company has a present obligation (legal or constructive) as a result of a past event; whether it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and whether a reliable estimate can be made of the amount of the obligation.

6. FIRST TIME ADOPTION OF IFRS

As disclosed in Note 2, these interim condensed consolidated financial statements represent the Company's initial presentation of the financial results of operations and financial position under IFRS for the period ended July 31, 2011 in conjunction with the Company's annual audited consolidated financial statements to be issued under IFRS as at and for the year ending April 30, 2012. As a result, these interim condensed consolidated financial statements have been prepared in accordance with IFRS 1, First-time Adoption of International Financial Reporting Standards ("IFRS 1") and with IAS 34 as issued by the IASB. Previously, the Company prepared its interim and annual consolidated financial statements in accordance with Canadian GAAP.

IFRS 1 requires the presentation of comparative information as at the May 1, 2010 transition date and subsequent comparative periods as well as the consistent and retrospective application of IFRS accounting policies. To assist with the transition, the provisions of IFRS 1 allow for certain mandatory exceptions and optional exemptions for first-time adopters to alleviate the retrospective application of specific IFRSs.

Exceptions and exemptions applied
IFRS 1 First-Time Adoption of IFRS - IFRS 1 provides entities adopting IFRS for the first time, a number of optional exemptions and mandatory exceptions, in certain areas, to the general requirement for full retrospective application of IFRS on the date of transition.

The following are the optional exemptions that the Company has applied:

  • Business combinations - This exemption allows the Company to not apply IFRS 3(R), Business Combinations, retrospectively to business combinations that occurred before the date of transition.

  • Share-based payments election - This exemption allows the Company to not apply IFRS 2, Share-Based Payments ("IFRS 2") to equity settled awards that were granted on or before November 7, 2002 or those granted after this date that had vested before the date of transition. The Company also did not apply IFRS 2 to cash settled awards that were settled before the date of transition to IFRS.

  • Foreign currency translation adjustment ("CTA") - This election allows the Company, on the date of transition, to record the CTA from all foreign operations, calculated under previous GAAP, to retained earnings and reset the CTA balance to nil.

  • Fair value revaluation as deemed cost - This election allows the Company to measure certain items of property, plant and equipment at the date of transition at their fair value, and to use that fair value as deemed cost at that date.

The remaining IFRS 1 exemptions and exceptions were not applicable or material to the preparation of the Company's consolidated balance sheet at the date of transition to IFRS on May 1, 2010.

The following mandatory exception is applicable to the Company:

  • Estimates - in accordance with IFRS 1, hindsight is not used to create or revise estimates.  The estimates previously made by the Company under Canadian GAAP were not revised for application of IFRS except when necessary to reflect any differences in accounting policies between Canadian GAAP and IFRS.

The following reconciliations present the adjustments made to the Company's previous GAAP financial results of operations and financial position to comply with IFRS 1.  A discussion of transitional adjustments follows the reconciliations.

IFRS Opening Consolidated Balance Sheet                
As at May 1, 2010                
                 
    (a) (b) (c) (d) (e) (f)  
ASSETS   Previous
GAAP
  Adjustments Foreign currency
translation
reserve
Share based
payments
reserve
Deferred
share units 
Contingent
consideration
Fair value as
  deemed cost
IFRS 
 
             
CURRENT ASSETS                
  Cash $ 30,232 $ - $ - $ - $ - $ - $ - $ 30,232
  Trade and other receivables   62,128   -   -   -   -   -   -   62,128
  Income tax receivable   10,053   -   -   -   -   -   -   10,053
  Inventories   63,170   -   -   -   -   -   -   63,170
  Prepaid expenses   4,813   -   -   -   -   -   -   4,813
    170,396   -   -   -   -   -   -   170,396
                 
PROPERTY, PLANT AND EQUIPMENT   210,812   -   -   -   -   -   (11,877)   198,935
                 
DEFERRED INCOME TAX ASSETS    8,910   -   -   -   -   -   469   9,379
                 
GOODWILL   24,464   -   -   -   -   2,011   -   26,475
                 
INTANGIBLE ASSETS   1,074   -   -   -   -   -   -   1,074
                 
  $ 415,656 $ - $ - $ - $ - $ 2,011 $ (11,408) $ 406,259
                 
                 
LIABILITIES                
                 
CURRENT LIABILITIES                
  Trade and other payables $ 54,027 $ - $ - $ - $ (35) $ - $ - $ 53,992
  Income tax payable   2,830   -   -   -   -   -   -   2,830
  Current portion of long-term debt     8,887   -   -   -   -   -   -   8,887
    65,744   -   -   -   (35)   -   -   65,709
                 
CONTINGENT CONSIDERATION   -   -   -   -   -   2,011   -   2,011
                 
LONG-TERM DEBT    15,041   -   -   -   -   -   -   15,041
                 
DEFERRED INCOME TAX LIABILITIES    16,602   1,713   -   -   -   -   (2,330)   15,985
    97,387   1,713   -   -   (35)   2,011   (2,330)   98,746
                 
SHAREHOLDERS' EQUITY                
  Share capital    142,435   2,484   -   -   -   -   -   144,919
  Share based payments reserve   11,142   (2,484)   -   578   -   -   -   9,236
  Retained earnings   209,025   (1,713)   (44,333)   (578)   35   -   (9,078)   153,358
  Foreign currency translation reserve   (44,333)   -   44,333   -   -   -   -   -
    318,269   (1,713)   -   -   35   -   (9,078)   307,513
                 
  $ 415,656 $ - $ - $ - $ - $ 2,011 $ (11,408) $ 406,259

 

IFRS Consolidated Balance Sheet                  
As at July 31, 2010                  
      (a) (c) (d) (e) (f) (g)  
ASSETS

 
Previous
GAAP
Opening
IFRS
restatements *
 
 
Adjustments
Share based
payments
reserve
 
Deferred
share units
 
Contingent
consideration
 
Fair value as
deemed cost
 
Building
componentization
 
 
IFRS
                   
CURRENT ASSETS                  
  Cash $ 35,218 $ - $ - $ - $ - $ - $ - $ - $ 35,218
  Trade and other receivables   69,923   -   -   -   -   -   -   -   69,923
  Income tax receivable   8,045   -   -   -   -   -   -   -   8,045
  Inventories   63,491   -   -   -   -   -   -   -   63,491
  Prepaid expenses   9,523   -   -   -   -   -   -   -   9,523
    186,200   -   -   -   -   -   -   -   186,200
                   
PROPERTY, PLANT AND EQUIPMENT   216,773   (11,877)   -   -   -   -   181   27   205,104
                   
DEFERRED INCOME TAX ASSETS    9,064   469   -   -   -   -   (39)   (7)   9,487
                   
GOODWILL   25,249   2,011   -   -   -   828   -   -   28,088
                   
INTANGIBLE ASSETS   1,185   -   -   -   -   -   -   -   1,185
                   
                   
  $ 438,471 $ (9,397) $ - $ - $ - $ 828 $ 142 $ 20 $ 430,064
                   
                   
LIABILITIES                  
                   
CURRENT LIABILITIES                  
  Trade and other payables $ 56,350 $ (35) $ - $ - $ (3) $ - $ - $ - $ 56,312
  Income tax payable   3,872   -   -   -   -   -   -   -   3,872
  Short-term debt   10,624   -   -   -   -   -   -   -   10,624
  Current portion of long-term debt     8,383   -   -   -   -   -   -   -   8,383
    79,229   (35)   -   -   (3)   -   -   -   79,191
                   
CONTINGENT CONSIDERATION   -   2,011   -   -   -   828   -   -   2,839
                   
LONG-TERM DEBT    13,360   -   -   -   -   -   -   -   13,360
                   
DEFERRED INCOME TAX LIABILITIES    16,342   (617)   -   -   -   -   8   7   15,740
                   
    108,931   1,359   -   -   (3)   828   8   7   111,130
                   
SHAREHOLDERS' EQUITY                  
  Share capital    142,569   2,484   599   -   -   -   -   -   145,652
  Share based payments reserve   11,589   (1,906)   (599)   69   -   -   -   -   9,153
  Retained earnings   214,078   (55,667)   -   (69)   3   -   134   13   158,492
  Foreign currency translation reserve   (38,696)   44,333   -   -   -   -   -   -   5,637
    329,540   (10,756)   -   -   3   -   134   13   318,934
                   
  $ 438,471 $ (9,397) $ - $ - $ - $ 828 $ 142 $ 20 $ 430,064

* total of May 1, 2010 transitional adjustments to re-state previous GAAP to IFRS  

IFRS Consolidated Balance Sheet                  
As at April 30, 2011                  
      (a) (c) (d) (e) (f) (g)  
ASSETS
 
 
 
Previous
GAAP
Opening
IFRS
restatements  *
 
 
Adjustments
Share based
payments
reserve
 
Deferred
share units
 
Contingent
consideration
 
Fair value as
deemed cost
 
Building
componentization
 
 
IFRS
                   
CURRENT ASSETS                  
  Cash $ 16,215 $ - $ - $ - $ - $ - $ - $ - $ 16,215
  Trade and other receivables   100,300   -   -   -   -   -   -   -   100,300
  Income tax receivable   2,720   -   -   -   -   -   -   -   2,720
  Inventories   69,864   -   -   -   -   -   -   -   69,864
  Prepaid expenses   8,439   -   -   -   -   -   -   -   8,439
    197,538   -   -   -   -   -   -   -   197,538
                   
PROPERTY, PLANT AND EQUIPMENT   246,509   (11,877)   -   -   -   -   726   115   235,473
                   
DEFERRED INCOME TAX ASSETS    11,279   469   -   -   -   -   (155)   (18)   11,575
                   
GOODWILL   25,704   2,011   -   -   -   601   -   -   28,316
                   
INTANGIBLE ASSETS   1,235   -   -   -   -   -   -   -   1,235
                   
                   
  $ 482,265 $ (9,397) $ - $ - $ - $ 601 $ 571 $ 97 $ 474,137
                   
                   
LIABILITIES                  
                   
CURRENT LIABILITIES                  
  Trade and other payables $ 88,618 $ (35) $ - $ - $ 16 $ - $ - $ - $ 88,599
  Income tax payable   4,297   -   -   -   -   -   -   -   4,297
  Short-term debt   7,919   -   -   -   -   -   -   -   7,919
  Current portion of long-term debt     8,402   -   -   -   -   -   -   -   8,402
    109,236   (35)   -   -   16   -   -   -   109,217
                   
CONTINGENT CONSIDERATION   -   2,011   -   -   -   601   -   -   2,612
                   
LONG-TERM DEBT   16,630   -   -   -   -   -   -   -   16,630
                   
DEFERRED INCOME TAX LIABILITIES    18,552   (617)   -   -   -   -   33   25   17,993
                   
    144,418   1,359   -   -   16   601   33   25   146,452
                   
SHAREHOLDERS' EQUITY                  
  Share capital    146,600   2,484   1,558   -   -   -   -   -   150,642
  Share based payments reserve   13,183   (1,906)   (1,558)   561   -   -   -   -   10,280
  Retained earnings   226,059   (55,667)   -   (561)   (16)   -   538   72   170,425
  Foreign currency translation reserve   (47,995)   44,333   -   -   -   -   -   -   (3,662)
    337,847   (10,756)   -   -   (16)   -   538   72   327,685
                   
  $ 482,265 $ (9,397) $ - $ - $ - $ 601 $ 571 $ 97 $ 474,137

 * total of May 1, 2010 transitional adjustments to re-state previous GAAP to IFRS

IFRS Consolidated Statement of Operations            
For the three months ended July 31, 2010   (c) (d) (f) (g)  
 
 
 
Previous GAAP
Share based
payments
Deferred
share units
Fair value
as deemed cost
Building
componentization
 
IFRS
             
TOTAL REVENUE $ 109,480 $ - $ - $ - $ - $ 109,480
             
DIRECT COSTS   82,948   -   -   -   -   82,948
             
GROSS PROFIT   26,532   -   -   -   -   26,532
             
OPERATING EXPENSES            
  General and administrative   9,556   -   (3)   -   -   9,553
  Other expenses    2,003   69   -   -   -   2,072
  Gain on disposal of property, plant and equipment   (112)   -   -   -   -   (112)
  Foreign exchange loss   92   -   -   -   -   92
  Finance costs   286   -   -   -   -   286
  Depreciation and amortization   7,355   -   -   (181)   (27)   7,147
    19,180   69   (3)   (181)   (27)   19,038
             
EARNINGS (LOSS) BEFORE INCOME TAX   7,352   (69)   3   181   27   7,494
             
INCOME TAX - PROVISION (RECOVERY)            
  Current   2,943   -   -   -   -   2,943
  Deferred   (644)   -   -   47   14   (583)
    2,299   -   -   47   14   2,360
             
NET EARNINGS (LOSS) $ 5,053 $ (69) $ 3 $ 134 $ 13 $ 5,134
             
                     
IFRS Consolidated Statement of Operations            
For the twelve months ended April 30, 2011   (c) (d) (f) (g)  
 
 
 
Previous GAAP
Share based
payments
Deferred
share units
Fair value
as deemed cost
Building
componentization
 
IFRS
             
TOTAL REVENUE $ 482,276 $ - $ - $ - $ - $ 482,276
             
DIRECT COSTS   361,857   -   -   -   -   361,857
             
GROSS PROFIT   120,419   -   -   -   -   120,419
             
OPERATING EXPENSES            
  General and administrative   40,947   -   16   -   -   40,963
  Other expenses    7,021   561   -   -   -   7,582
  Gain on disposal of property, plant and equipment   (377)   -   -   -   -   (377)
  Gain on sale of investment   (313)   -   -   -   -   (313)
  Foreign exchange gain   (892)   -   -   -   -   (892)
  Finance costs   1,275   -   -   -   -   1,275
  Depreciation and amortization   31,759   -   -   (726)   (114)   30,919
    79,420   561   16   (726)   (114)   79,157
             
EARNINGS (LOSS) BEFORE INCOME TAX   40,999   (561)   (16)   726   114   41,262
             
INCOME TAX - PROVISION (RECOVERY)            
  Current   13,548   -   -   -   -   13,548
  Deferred   (108)   -   -   188   42   122
    13,440   -   -   188   42   13,670
             
NET EARNINGS (LOSS) $ 27,559 $ (561) $ (16) $ 538 $ 72 $ 27,592

 

IFRS Consolidated Statement of Comprehensive Earnings (Loss)            
For the three months ended July 31, 2010            
    (c) (d) (f) (g)  


Previous GAAP
Share based
payments reserve
Deferred
share units
Fair value
as deemed cost
Building
componentization
 
IFRS
             
NET EARNINGS (LOSS) $ 5,053 $ (69) $ 3 $ 134 $ 13 $ 5,134
             
OTHER COMPREHENSIVE EARNINGS            
  Unrealized gain on foreign currency translation (net of tax of $0)  
5,637  
-  
-  
-  
-  
5,637
             
COMPREHENSIVE EARNINGS (LOSS) $ 10,690 $ (69) $ 3 $ 134 $ 13 $ 10,771
             
             
IFRS Consolidated Statement of Comprehensive Earnings (Loss)            
For the twelve months ended April 30, 2011            
    (c) (d) (f) (g)  

 
Previous GAAP
Share based
payments reserve
Deferred
share units
Fair value
as deemed cost
Building
componentization
 
IFRS
             
NET EARNINGS (LOSS) $ 27,559 $ (561) $ (16) $ 538 $ 72 $ 27,592
             
OTHER COMPREHENSIVE LOSS            
  Unrealized loss on foreign currency translation (net of tax of $0)  
(3,662)  
-  
-  
-  
-  
(3,662)
             
COMPREHENSIVE EARNINGS (LOSS) $ 23,897 $ (561) $ (16) $ 538 $ 72 $ 23,930

 

Adjustments required to transition to IFRS:

a)      Adjustments - Subsequent to the release of the April 30, 2011 annual consolidated financial statements, management identified adjustments required for a component of deferred tax and classification of a component of stock-based payments in the Companies April 30, 2010, July 31, 2010 and April 30, 2011 historical annual and interim consolidated financial statements.
b)      Foreign currency translation reserve - The Company has applied the IFRS 1 exemption as described in the "exceptions and exemptions applied" section above.
c)      Share-based payments - The Company's policy under Canadian GAAP was to use the straight-line method to account for options that vest in installments over time. Under IFRS, each installment is accounted for as a separate share option grant with its own distinct vesting period, hence the fair value of each tranche differs. In addition, Canadian GAAP permits companies to either estimate the forfeitures at the grant date or record the entire expense as if all share-based payments vest and then record forfeitures as they occur. IFRS requires that forfeitures be estimated at the time of grant to eliminate distortion of remuneration expense recognized during the vesting period. The estimate is revised if subsequent information indicates that actual forfeitures are likely to differ from previous estimates.
d)      Deferred Share Units ("DSUs") - The Company's policy under Canadian GAAP was to value the DSUs using the intrinsic value at each reporting date.  Under IFRS we use the fair value, which is affected by changes in underlying volatility of the stock as well as changes in the stock price.
e)     Contingent consideration - Under Canadian GAAP, contingent consideration is recognized as part of the purchase cost when it can be reasonably estimated at the acquisition date and the outcome of the contingency can be determined beyond reasonable doubt. Under IFRS, contingent consideration, regardless of probability considerations, is recognized at fair value at the acquisition date. The Company has booked contingent considerations for the SMD Services and the North Star Drilling acquisitions.
f)      Fair value as deemed cost - The Company has applied the IFRS 1 exemption as described in the "exceptions and exemptions applied" section above.
g)      Building componentization - Under Canadian GAAP, costs incurred for property, plant and equipment on initial recognition are allocated to significant components when practicable. Under IFRS, costs incurred for plant and equipment on initial recognition are allocated to significant components, capitalized and depreciated separately over the estimated useful lives of each component. Practicability of allocating costs to significant components is not considered under IFRS. Costs incurred subsequent to the initial purchase of property, plant and equipment are capitalized when it is probable that future economic benefits will flow to the Company and the costs can be measured reliably. Upon capitalization, the carrying amount of components replaced, if any, are written off. The Company has componentized buildings.

7. PROPERTY, PLANT AND EQUIPMENT

Changes in the property, plant and equipment balance were as follows for the periods:

Cost            
  Land Buildings Drills Auto Other Total
             
Balance as at May 1, 2010 $ 1,542 $ 10,442 $ 219,751 $ 75,551 $ 25,846 $ 333,132
Additions   -   2,020   40,198   19,808   592   62,618
Disposals   (167)   (1,213)   (5,416)   (5,370)   -   (12,166)
Business acquisitions   -   -   7,459   2,143   19   9,621
Effect of movements in exchange rates   -   (48)   (4,154)   (155)   (956)   (5,313)
             
Balance as at April 30, 2011   1,375   11,201   257,838   91,977   25,501   387,892
Additions   -   -   16,249   4,479   682   21,410
Disposals   -   -   (2,793)   (483)   -   (3,276)
Effect of movements in exchange rates   3   63   (1,022)   107   534   (315)
             
Balance as at July 31, 2011 $ 1,378 $ 11,264 $ 270,272 $ 96,080 $ 26,717 $ 405,711
             
             
Accumulated Depreciation            
  Land Buildings Drills Auto Other Total
             
Balance as at May 1, 2010 $ - $ (2,363) $ (74,610) $ (40,444) $ (16,780) $ (134,197)
Disposals   -   194   3,917   3,934   -   8,045
Depreciation   -   (668)   (17,096)   (11,125)   (1,272)   (30,161)
Effect of movements in exchange rates   -   46   3,368   (460)   940   3,894
             
Balance as at April 30, 2011   -   (2,791)   (84,421)   (48,095)   (17,112)   (152,419)
Disposals   -   -   1,603   389   -   1,992
Depreciation   -   (167)   (4,799)   (3,129)   (294)   (8,389)
Effect of movements in exchange rates   -   7   1,765   496   (516)   1,752
             
Balance as at July 31, 2011 $ - $ (2,951) $ (85,852) $ (50,339) $ (17,922) $ (157,064)
             
             
Net book value May 1, 2010 $ 1,542 $ 8,079 $ 145,141 $ 35,107 $ 9,066 $ 198,935
Net book value April 30, 2011 $ 1,375 $ 8,410 $ 173,417 $ 43,882 $ 8,389 $ 235,473
Net book value July 31, 2011 $ 1,378 $ 8,313 $ 184,420 $ 45,741 $ 8,795 $ 248,647

 

There were no impairments recorded as at May 1, 2010, April 30, 2011 or July 31, 2011. The Company has assessed whether there is any indication that an impairment loss recognized in prior periods for property, plant and equipment may no longer exist or may have decreased. There were no impairments requiring reversal as at May 1, 2010, April 30, 2011 or July 31, 2011.

Capital expenditures were $21,410 and $8,969 for the periods ended July 31, 2011 and 2010, respectively.  The Company did not obtain direct financing for the period ended July 31, 2011 but obtained direct financing of $50 for the period ended July 31, 2010.

8. GOODWILL

Changes in the goodwill balance were as follows:

Balance as at May 1, 2010 $ 26,475
Goodwill acquired   1,083
Effect of movement in exchange rates   758
Balance as at April 30, 2011   28,316
Effect of movement in exchange rates   357
Balance as at July 31, 2011 $ 28,673

 

Allocation of goodwill to CGUs
The carrying amount of goodwill was allocated to CGUs as follows:

  April 30, 2011   May 1, 2010
           
Canada $    13,223   $     13,223
Chile    12,182       11,004
Other   2,911            2,248
  $      28,316   $      26,475

Canada
The recoverable amount of the 'Canadian Branch' as a CGU is determined on a value-in-use calculation, which uses cash flow projections based on financial budgets and forward projections approved by management covering a five-year period, and a discount rate of 14% per annum. Cash flows beyond that period have been extrapolated using a steady 2% per annum growth rate. While the mining services market in Canada is cyclical in nature this organic growth rate has been achieved across two business cycles and is seen by management as a fair and conservative long-term average growth rate. Management believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.

Chile
The recoverable amount of the 'Chilean Branch' as a CGU is determined on a value in use calculation, which uses cash flow projections based on financial budgets and forward projections approved by management covering a five-year period, and a discount rate of 15% per annum. Cash flows beyond that period have been extrapolated using a steady 2% per annum growth rate. While the mining services market in Chile is cyclical in nature this organic growth rate has been achieved across two business cycles and is seen by management as a fair and conservative long-term average growth rate. Management believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the CGU.

Key assumptions
The key assumptions in the value in use calculations for the Canadian and Chilean CGUs are as follows:

Revenue - The values assigned to the assumptions reflect past experience, except for peak revenue that is reasonably expected to be higher than the last peak during 2008 and 2009. The effect of the incorporation of the acquired drill fleets and significant levels of capital expenditure within both the Canadian and Chilean CGUs since 2007 that have been higher than the sustaining level, have provided both CGUs with the basis on which to grow. The growth expected is consistent with management's plans for focusing operations in these markets and growing share in the specialized drilling market.

Gross margin - Management expects that gross margins will remain in a range in line with historically achieved levels.

9. INTANGIBLE ASSETS

Changes in the intangible assets balance were as follows:

Balance as at May 1, 2010 $ 1,074
Intangible assets acquired   763
Amortization   (761)
Effect of movement in exchange rates   159
Balance as at April 30, 2011   1,235
Amortization   (191)
Effect of movement in exchange rates   (1)
Balance as at July 31, 2011 $ 1,043

 

10. LONG-TERM DEBT

In the first quarter of the current fiscal year, the Company increased its equipment and acquisition loan by $10,000, bearing interest at prime plus 1%, with principle repayments commencing in the first quarter of fiscal 2013 and maturing August, 2017.

11. SHARE CAPITAL

On March 9, 2011, the Company announced a stock split for the issued and outstanding common shares on a three for one basis.  The record date for the stock split was March 23, 2011.  All share and stock option numbers have been retroactively adjusted to reflect the stock split to provide more comparable information.

Authorized
Unlimited number of fully paid common shares, without nominal or par value, carry one vote per share and carry a right to dividends.

The movement in the Company's issued and outstanding share capital during the period is as follows:

  Number of   Share
  shares (000's)   capital
       
Balance as at May 1, 2010 71,243 $ 144,919
Options exercised during the year 797   5,723
Balance as at April 30, 2011 72,040   150,642
Options exercised during the period -   -
Balance as at July 31, 2011 72,040 $ 150,642

 

12. INCOME TAXES

The income tax expense for the period can be reconciled to accounting profit as follows:

  July 31, 2011   July 31, 2010
Earnings before income tax $      26,255   $      7,494
Statutory Canadian corporate income tax rate 29%   30%
Expected income tax expense based on      
  statutory rate $        7,614   $      2,248
Non-recognition of tax benefits related to losses 48   222
Other foreign taxes paid 51   55
Rate variances in foreign jurisdictions (298)   (606)
Other 948   441
Total income tax provision $       8,363   $      2,360

13. EARNINGS PER SHARE

All of the Company's earnings are attributable to common shares therefore net earnings are used in determining earnings per share.

  July 2011   July 2010
       
Net earnings for the period $       17,892   $         5,134
       
Weighted average shares outstanding - basic (000's) 72,040   71,355
Net effect of dilutive securities:      
Stock options (000's) 881   394
Weighted average number of shares - diluted (000's) 72,921    71,749
       
Earnings per share:      
Basic $           0.25   $        0.07
Diluted $           0.25   $        0.07

The calculation of the diluted earnings per share for the periods ended July 31, 2011 and 2010 exclude the effect of 75,271 options and 577,735 options, respectively, as they are anti-dilutive.

14. SEGMENTED INFORMATION

The Company's operations are divided into three geographic segments corresponding to its management structure, Canada - U.S., South and Central America, and Australia, Asia and Africa. The services provided in each of the reportable drilling segments are essentially the same. The accounting policies of the segments are the same as those described in Note 4. Management evaluates performance based on earnings from operations in these three geographic segments before finance costs and income taxes.  Data relating to each of the Company's reportable segments is presented as follows:

  July 31, 2011   July 31, 2010
       
Revenue      
  Canada - U.S. $            61,438   $          40,451
  South and Central America 51,292   40,017
  Australia, Asia and Africa 51,422   29,012
       
  $          164,152   $        109,480 
Earnings from operations      
  Canada - U.S. $             9,986   $            5,605
  South and Central America 10,599   4,521
  Australia, Asia and Africa 11,058   1,163
  31,643   11,289
Eliminations (25)   (231)
  31,618   11,058
Finance costs 822   286
General corporate expenses* 4,541   3,278
Income tax 8,363   2,360
Net earnings   $           17,892   $            5,134
       

*General and corporate expenses include expenses for corporate offices and stock options

Depreciation and amortization      
  Canada - U.S. $            3,341   $           2,292
  South and Central America 2,271   1,901
  Australia, Asia and Africa 2,664   2,709
Unallocated corporate assets 304   245
Total depreciation and amortization $            8,580   $            7,147
         

  July 31, 2011   April 30, 2011   May 1, 2010
Identifiable assets          
  Canada - U.S. $          146,976   $        134,666    $        103,998
  South and Central America 193,905   189,083   157,937
  Australia, Asia and Africa 139,396   130,071   102,574
  480,277   453,820   364,509
Eliminations (1,263)   439   460
Unallocated and corporate assets 20,310   19,878   41,290
  $          499,324   $        474,137   $        406,259

Canada - U.S. includes revenue in July 31, 2011 of $33,225 (July 31, 2010 - $27,028) for Canadian operations and property, plant and equipment at July 31, 2011 of $46,506 (April 30, 2011 - $45,325; May 1, 2010 - $38,699).

15. NET EARNINGS FOR THE YEAR

Net earnings for the year have been arrived at after charging various employee benefit expenses as follows.  Direct costs include salaries and wages of $39,331 for July 31, 2011 ($27,838 for July 31, 2010) and other employee benefits of $7,528 for July 31, 2011 ($6,296 for July 31, 2010); general and administrative expense includes salaries and wages of $5,181 for July 31, 2011 ($4,002 for July 31, 2010) and other employee benefits of $911 for July 31, 2011 ($740 for July 31, 2010); other expenses include share-based payments of $423 for July 31, 2011 ($473 for July 31, 2010).

Amortization expense for intangible assets has been included in the line item "depreciation and amortization" in the interim condensed consolidated statements of operations with breakdown as follows:

                2011              2010
       
Depreciation of property, plant and          
  equipment       $      8,389   $     7,015
Amortization of intangible assets                 191           132
  $       8,580   $     7,147

16. BUSINESS ACQUISITIONS

Resource Drilling
Effective March 24, 2011, the Company acquired the assets of Resource Drilling, which provides contract drilling services in Mozambique, where Major Drilling did not previously have a presence. The acquisition was accounted for using the acquisition method and the results of this operation were included in the statement of operations as of the closing date. The acquired business includes drilling equipment, inventory, contracts and personnel.  The purchase price for the transaction was USD $9,733 (CAD $9,512), including customary working capital adjustments, financed with cash.

The Company is in the process of finalizing the valuation of assets. As at July 31, 2011, the values allocated to net tangible assets are preliminary and are subject to adjustments as additional information is obtained.

The estimated net assets acquired at fair market value at acquisition are as follows:

Assets acquired  
Inventories $         946
Prepaid expenses 23
Property, plant and equipment          8,543
Total assets $        9,512
   
Consideration  
Cash $        1,209
Trade and other payables           8,303
  $        9,512

North Star Drilling
Effective June 30, 2010, the Company acquired the assets of North Star Drilling, which provides contract drilling services to the fresh water and geothermal markets in certain mid-western states in the US, and operates from its head office in Little Falls, Minnesota, as well as from satellite offices in Brainerd and Bemidji, Minnesota. The acquisition was accounted for using the acquisition method and the results of this operation were included in the statement of operations as of the closing date. The acquired business includes drilling equipment, contracts and personnel.  The purchase price for the transaction was USD $2,449 (CAD $2,567), including customary working capital adjustments of CAD $215, financed with cash.  There is also a contingent consideration of USD $750 to the purchase price, based on future earnings. The acquiree is expected to meet target earnings, with payments to be made over the next five years.

The net assets acquired at fair market value at acquisition are as follows:

Assets acquired and liabilities assumed  
Trade receivables (net) $          776
Inventories 382
Prepaid expenses 18
Property, plant and equipment 1,078
Goodwill (not tax deductible) 1,083
Intangible assets 763
Trade and other payables (779)
Net assets $       3,321
   
Consideration  
Cash $       2,567
Contingent consideration 754
  $       3,321

17. DIVIDENDS

The Company has declared two semi-annual dividends during the previous year. The first dividend of $0.07333 per common share was paid on November 1, 2010 to shareholders of record as of October 8, 2010.  The second dividend of $0.07333 per common share was paid on May 2, 2011 to shareholders of record as of April 8, 2011. These dividends are designated as an "eligible dividend" for Canadian tax purposes.

18. FINANCIAL INSTRUMENTS

There are no significant changes to financial instruments compared to the Company's 2011 annual financial statements prepared under previous GAAP except for the following:

Fair value
The carrying values of cash, accounts receivable, demand credit facility and accounts payable and accrued charges approximate their fair value due to the relatively short period to maturity of the instruments.  The following table shows carrying values of short and long-term debt and contingent considerations and also approximates their fair value as almost all debts carry variable interest rates.

  July 31, 2011 April 30, 2011 May 1, 2010
       
Short-term debt $ 8,032 $ 7,919 $ -
Contingent considerations   2,626   2,612   2,011
Long-term debt   32,848   25,032   23,928

Credit risk
As at July 31, 2011, 72.4% of the Company's trade receivables were aged as current and 0.3% of the trade receivables were impaired.

The movement in the allowance for impairment of trade receivables during the period was as follows:

Balance as at May 1, 2010 $ 1,605
Increase in impairment allowance   493
Write-off charged against allowance   (1,125)
Foreign exchange translation differences   9
Balance as at April 30, 2011   982
Write-off charged against allowance   (526)
Recovery of amounts previously written off   (161)
Foreign exchange translation differences   17
Balance as at July 31, 2011 $ 312

Foreign currency risk
The most significant carrying amounts of net monetary assets that: (1) are denominated in currencies other than the functional currency of the respective Company subsidiary; (2) cause foreign exchange rate exposure; and (3) may include intercompany balances with other subsidiaries, at the reporting dates are as follows:

  July 31, 2011   April 30, 2011   May 1, 2010
U.S. Dollars $   16,609   $    14,605   $    2,843

If the Canadian dollar moved by plus or minus 10% at July 31, 2011, the unrealized foreign exchange gain or loss would move by approximately $1,661 (April 30, 2011 - $1,460, May 1, 2010 - $284).

Liquidity risk
The following table details the Company's contractual maturities for its financial liabilities.

  1 year   2-3 years   4-5 years   thereafter   Total
                   
Trade and other payables $  85,931   $            -   $            -   $            -   $ 85,931
Contingent consideration 955   1,671   -   -   2,626
Short-term debt 8,032   -   -   -   8,032
Long-term debt       8,251       15,032         7,565         2,000       32,848
  $103,169    $  16,703   $    7,565   $    2,000   $129,437


For further information:

Denis Larocque, Chief Financial Officer  
Tel: (506) 857-8636
Fax: (506) 857-9211
ir@majordrilling.com

Organization Profile

MAJOR DRILLING GROUP INTERNATIONAL INC.

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