Rogers Announces Results and Upsize of its Cash Tender Offers for Eight Series of U.S. Dollar Debt Securities
The Offers were made upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 11, 2025 relating to the Notes (the 'Offer to Purchase') and the notice of guaranteed delivery attached as Appendix A thereto (the 'Notice of Guaranteed Delivery' and, together with the Offer to Purchase, the 'Tender Offer Documents'). Capitalized terms used but not defined in this news release have the meanings given to them in the Offer to Purchase.
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Selected Financial Information (stated in thousands, except share and per share amounts) Three months ended June 30 Six months ended June 30 Financial Highlights 2025 2024 Change 2025 2024 Change Revenue 40,005 43,033 (7 %) 109,015 105,015 4 % Adjusted EBITDA (1) 5,853 5,259 11 % 19,929 20,478 (3 %) Adjusted EBITDA as a percentage of revenue (1) 15 % 12 % 25 % 18 % 20 % (10 %) Cash flow from operating activities 19,804 19,260 3 % 22,482 27,062 (17 %) Additions to property and equipment 5,954 5,635 6 % 10,933 7,537 45 % Net loss (4,585) (5,136) 11 % (2,199) (3,681) 40 % – basic and diluted net loss per share (0.14) (0.15) 7 % (0.06) (0.11) 45 % Weighted average number of shares – basic and diluted 33,843,022 33,843,015 - 33,843,022 33,843,015 - Outstanding common shares as at period end 33,843,022 33,843,015 - 33,843,022 33,843,015 - (1) See "Non-IFRS Measures and Ratios" included in this press release. Three months ended June 30 Six months ended June 30 Operating Highlights (2) 2025 2024 Change 2025 2024 Change Contract Drilling Canadian Operations: Operating Days 764 656 16 % 2,077 1,609 29 % Revenue per Operating Day (3) 32,709 31,765 3 % 33,288 33,226 - Drilling rig utilization 25 % 21 % 19 % 34 % 26 % 31 % CAOEC industry Operating Days (4) 10,407 10,725 (3 %) 28,647 28,363 1 % United States Operations: Operating Days 110 153 (28 %) 277 317 (13 %) Revenue per Operating Day (US$) (3) 32,506 30,016 8 % 29,759 30,967 (4 %) Drilling rig utilization 17 % 24 % (29 %) 22 % 25 % (12 %) Production Services Service Hours 7,693 13,444 (43 %) 22,108 31,843 (31 %) Revenue per Service Hour (3) 1,025 1,016 1 % 1,052 1,040 1 % Service rig utilization 19 % 33 % (42 %) 27 % 38 % (29 %) (2) See "Defined Terms" included in this press release. (3) See "Non-IFRS Measures and Ratios" included in this press release. (4) Source: The Canadian Association of Energy Contractors ("CAOEC") monthly Contractor Summary, calculated on a spud to rig release basis. Financial Position at (stated in thousands) June 30, 2025 December 31, 2024 June 30, 2024 Working capital (1) 12,637 9,911 22,203 Total assets 407,791 430,981 443,354 Long-term debt – non current portion 89,057 91,657 106,912 (1) See "Defined Terms" included in this press release. Business Overview Western is an energy services company that provides contract drilling services in Canada and in the US and production services in Canada through its various divisions, its subsidiary, and its first nations relationships. Contract Drilling Western markets a fleet of 41 drilling rigs specifically suited for drilling complex horizontal wells across Canada and the US. Western is currently the fourth-largest drilling contractor in Canada, based on the CAOEC registered drilling rigs [1]. Western's marketed and owned contract drilling rig fleets are comprised of the following: (1) See "Contract Drilling Rig Classifications" included in this press release. (2) Source: CAOEC Contractor Summary as at July 22, 2025. Production Services Production services provides well servicing and oilfield equipment rentals in Canada. Western operates 62 well servicing rigs and is the second-largest well servicing company in Canada based on CAOEC registered well servicing rigs [2]. Western's well servicing rig fleet is comprised of the following: Business Environment Crude oil and natural gas prices impact the cash flow of Western's customers, which in turn impacts the demand for Western's services. The following table summarizes average crude oil and natural gas prices, as well as average foreign exchange rates, for the three and six months ended June 30, 2025 and 2024: (1) See "Abbreviations" included in this press release. (2) Source: Sproule June 30, 2025, Price Forecast, Historical Prices. West Texas Intermediate ("WTI") on average decreased by 21% and 14% for the three and six months ended June 30, 2025 respectively, compared to the same periods in the prior year. In 2025, crude oil prices were impacted by market volatility as a result of tariffs implemented by the US government, counter-tariffs in response by several countries, lower global demand and the continued conflict in the Middle East and Eastern Europe. 1 Source: CAOEC Drilling Contractor Summary as at July 22, 2025. 2 Source: CAOEC Well Servicing Fleet List as at July 22, 2025. Pricing on Western Canadian Select crude oil declined by 18% and 6% for the three and six months ended June 30, 2025 respectively, compared to the same periods of the prior year. Natural gas prices in Canada were higher in the three and six months ended June 30, 2025, compared to the same periods in the prior year with the 30-day spot AECO price increasing by 48% and 15% respectively. The US dollar to the Canadian dollar foreign exchange rate for the three and six months ended June 30, 2025 strengthened by 1% and 4% respectively, compared to the same periods in the prior year. Lower WTI prices in the first half of 2025 contributed to weaker industry drilling activity in the US. As reported by Baker Hughes Company [3], the number of active drilling rigs in the US decreased by approximately 5% to 554 rigs as at June 30, 2025 as compared to 581 rigs at June 30, 2024 and averaged 579 rigs during the six months ended June 30, 2025, compared to 613 rigs in the same period of the prior year. In Canada there were 157 active rigs in the Western Canadian Sedimentary Basin ("WCSB") at June 30, 2025, compared to 182 active rigs as at June 30, 2024, representing a decrease of approximately 14%; the CAOEC [4] reported that for drilling in Canada, the total number of Operating Days in the WCSB for the three months ended June 30, 2025, were 3% lower than the same period in the prior year, whereas the total number of Operating Days in the WSCB for the six months ended June 30, 2025 were 1% higher than the same period of the prior year. Outlook In 2025, commodity prices faced downward pressure due to trade tensions resulting from newly imposed US tariffs on imports and retaliatory measures from several countries. These actions contributed to a broader global trade conflict, heightening uncertainty in the global economy. Ongoing geopolitical conflict in Eastern Europe and the Middle East, combined with persistently weak global demand for crude oil, further impacted market sentiment. These macroeconomic factors are expected to impact commodity prices through the remainder of 2025. Additionally, in Canada, the outcome of the 2025 federal election may lead to shifts in energy policy, potentially affecting the approval of future energy infrastructure projects. This contributes to additional uncertainty for the Canadian energy services industry. The precise duration and extent of the adverse impacts of the current macroeconomic environment on Western's customers and operations remains uncertain at this time. Despite these headwinds, recent infrastructure developments present opportunities for the energy services industry. The Trans Mountain pipeline expansion commenced operations on May 1, 2024, providing critical takeaway capacity. Additionally, the Coastal GasLink pipeline delivered its first shipment of liquefied natural gas on June 30, 2025, and the LNG Canada project has begun operations in British Columbia. These projects are expected to support increased activity in Western Canada's energy sector. Western is also cautiously optimistic that the current trade environment may prompt renewed focus among Canadian provinces on strengthening domestic energy independence, which may help accelerate additional project approvals. To navigate this complex environment, Western has implemented several strategic initiatives in 2025, including a reorganization of senior leadership to enhance operational efficiency and support long-term growth. As part of this process, the decision was made to focus on US operations exclusively in North Dakota and redeploy assets previously operating in Texas. The Company remains focused on managing fixed costs, preserving balance sheet strength, deleveraging the business, and maintaining flexibility to respond to market conditions. With these initiatives in place, Western believes it is well-positioned to benefit from improving service demand and pricing momentum. Western's upgraded rig fleet positions the Company to remain competitive in a tightening market. The total rig fleet in the WCSB has decreased from 385 drilling rigs at June 30, 2024 to 372 drilling rigs as of July 22, 2025, representing a decrease of 13 drilling rigs, or 3%, which reduces the supply of drilling rigs for such projects. Currently, 11 of Western's drilling rigs and 8 of Western's well servicing rigs are operating. As disclosed previously, Western's board of directors has approved a capital budget for 2025 of $20 million, comprised of $2 million of expansion capital and $18 million of maintenance capital. The 2025 budget includes approximately $3 million of committed expenditures from 2024 that will carry forward into 2025. Western will continue to manage its costs in a disciplined manner and make required adjustments to its capital program as customer demand changes. In the near term, the primary challenges facing the energy services industry include commodity price volatility, the impact of industry consolidation on Western's exploration and production customers and potential customers, and constrained customer drilling activity, as exploration and production companies continue to prioritize shareholder returns through share repurchases, increased dividends, and debt reduction rather than production growth. Should commodity prices stabilize over a sustained period, and as customers further strengthen their balance sheets, an increase in drilling activity may follow. Over the medium term, Western believes its rig fleet is well positioned to benefit from increased drilling and production activity associated with the completion of the LNG Canada project and the Trans Mountain pipeline expansion. In addition, increased focus on domestic energy security and economic independence may support further development activity across the sector. 3 Source: Baker Hughes Company, 2025 Rig Count monthly press releases. 4 Source: CAOEC, monthly Contractor Summary. Non-IFRS Measures and Ratios Western uses certain financial measures in this press release which do not have any standardized meaning as prescribed by International Financial Reporting Standards ("Non-IFRS"). These measures and ratios, which are derived from information reported in the condensed consolidated financial statements, may not be comparable to similar measures presented by other reporting issuers. These measures and ratios have been described and presented in this press release to provide shareholders and potential investors with additional information regarding the Company. The Non-IFRS measures and ratios used in this press release are identified and defined as follows: Adjusted EBITDA and Adjusted EBITDA as a Percentage of Revenue Adjusted earnings before interest and finance costs, taxes, depreciation and amortization, other non-cash items and one-time gains and losses ("Adjusted EBITDA") is a useful Non-IFRS financial measure as it is used by management and other stakeholders, including current and potential investors, to analyze the Company's principal business activities prior to consideration of how Western's activities are financed and the impact of foreign exchange, income taxes and depreciation. Adjusted EBITDA provides an indication of the results generated by the Company's principal operating segments, which assists management in monitoring current and forecasting future operations, as certain non-core items such as interest and finance costs, taxes, depreciation and amortization, and other non-cash items and one-time gains and losses are removed. The closest IFRS measure would be net income (loss) for consolidated results. Adjusted EBITDA as a percentage of revenue is a Non-IFRS financial ratio which is calculated by dividing Adjusted EBITDA by revenue for the relevant period. Adjusted EBITDA as a percentage of revenue is a useful financial measure as it is used by management and other stakeholders, including current and potential investors, to analyze the profitability of the Company's principal operating segments. The following table provides a reconciliation of net loss, as disclosed in the condensed consolidated statements of operations and comprehensive loss, to Adjusted EBITDA: Three months ended June 30 Six months ended June 30 (stated in thousands) 2025 2024 2025 2024 Net loss (4,585) (5,136) (2,199) (3,681) Income tax expense (1,008) (1,621) (566) (1,093) Loss before income taxes (5,593) (6,757) (2,765) (4,774) Add (deduct): Depreciation 10,348 10,075 20,391 20,598 Stock based compensation (238) (161) (1,169) 276 Finance costs 2,286 2,494 4,639 5,150 Other items (950) (392) (1,167) (772) Adjusted EBITDA 5,853 5,259 19,929 20,478 Revenue per Operating Day This Non-IFRS measure is calculated as drilling revenue for both Canada and the US respectively, divided by Operating Days in Canada and the US respectively. This calculation represents the average day rate by country, charged to Western's customers. Revenue per Service Hour This Non-IFRS measure is calculated as well servicing revenue divided by Service Hours. This calculation represents the average hourly rate charged to Western's customers. Defined Terms Drilling rig utilization: Calculated based on Operating Days divided by total available days. Operating Days: Defined as contract drilling days, calculated on a spud to rig release basis. Service Hours: Defined as well servicing hours completed. Service rig utilization: Calculated as total Service Hours divided by 217 hours per month per rig multiplied by the average rig count for the period as defined by the CAOEC industry standard. Working capital: Calculated as current assets less current liabilities as disclosed in the Company's consolidated financial statements. Contract Drilling Rig Classifications Cardium class rig: Defined as any contract drilling rig which has a total hookload less than or equal to 399,999 lbs (or 177,999 daN). Montney class rig: Defined as any contract drilling rig which has a total hookload between 400,000 lbs (or 178,000 daN) and 499,999 lbs (or 221,999 daN). Duvernay class rig: Defined as any contract drilling rig which has a total hookload equal to or greater than 500,000 lbs (or 222,000 daN). Abbreviations Barrel ("bbl"); Canadian Association of Energy Contractors ("CAOEC"); DecaNewton ("daN"); International Financial Reporting Standards ("IFRS"); Pounds ("lbs"); Thousand cubic feet ("mcf"); Western Canadian Sedimentary Basin ("WCSB"); and West Texas Intermediate ("WTI"). Forward-Looking Statements and Information This press release contains certain forward-looking statements and forward-looking information (collectively, "forward-looking information") within the meaning of applicable Canadian securities laws, as well as other information based on Western's current expectations, estimates, projections and assumptions based on information available as of the date hereof. All information and statements contained herein that are not clearly historical in nature constitute forward-looking information, and words and phrases such as "may", "will", "should", "could", "expect", "intend", "anticipate", "believe", "estimate", "plan", "predict", "potential", "continue", or the negative of these terms or other comparable terminology are generally intended to identify forward-looking information. Such information represents the Company's internal projections, estimates or beliefs concerning, among other things, an outlook on the estimated amounts and timing of additions to property and equipment, anticipated future debt levels and revenues or other expectations, beliefs, plans, objectives, assumptions, intentions or statements about future events or performance. This forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information. In particular, forward-looking information in this press release includes, but is not limited to, statements relating to: the business of Western; industry, market and economic conditions and any anticipated effects on Western and its customers; commodity pricing; the future demand for the Company's services and equipment; the effect of inflation and commodity prices on energy service activity; expectations with respect to customer spending; the impact of Western's upgraded drilling rigs; the potential continued impact of the current conflicts in Eastern Europe and the Middle East on and other macroeconomic factors on commodity prices; the Company's capital budget for 2025, including the allocation of such budget; Western's plans for managing its capital program; the energy service industry and global economic activity; expectations of increased industry activity with respect to the Trans Mountain pipeline project, the Coastal GasLink pipeline project and the LNG Canada project; the impact of the US tariffs on the approach of Canadian governments towards approval of Canadian energy projects and a focus on domestic energy independence; potential changes in Canadian government policies resulting from the outcome of the 2025 federal election; the Company's ability to benefit from improving service demand and pricing momentum; the Company's ability to continue to focus on deleveraging the business; expectations surrounding the level of investment in Canada and its impact on the Company; challenges facing the energy service industry; the Company's focus on debt reduction; expectations with respect to increased drilling activity; and the Company's ability to maintain a competitive advantage, including the factors and practices anticipated to produce and sustain such advantage. The material assumptions that could cause results or events to differ from current expectations reflected in the forward-looking information in this press release include, but are not limited to: demand levels and pricing for oilfield services; demand for crude oil and natural gas and the price and volatility of crude oil and natural gas; pressures on commodity pricing; the impact of inflation; the continued business relationships between the Company and its significant customers; crude oil transport, pipeline and LNG export facility approval and development; that all required regulatory and environmental approvals can be obtained on the necessary terms and in a timely manner, as required by the Company; liquidity and the Company's ability to finance its operations; the effectiveness of the Company's cost structure and capital budget; the effects of seasonal and weather conditions on operations and facilities; the competitive environment to which the various business segments are, or may be, exposed in all aspects of their business and the Company's competitive position therein; the ability of the Company's various business segments to access equipment; global economic conditions and the accuracy of the Company's market outlook expectations for 2025 and in the future; the impact, direct and indirect, of epidemics, pandemics, other public health crisis and geopolitical events, including the conflicts in Eastern Europe and the Middle East and the import tariffs implemented by the US administration on Western's business, customers, business partners, employees, supply chain, other stakeholders and the overall economy; changes in laws, regulations or policies; currency exchange fluctuations; the ability of the Company to attract and retain skilled labour and qualified management; the ability to retain and attract significant customers; the ability to maintain a satisfactory safety record; that any required commercial agreements can be reached; that there are no unforeseen events preventing the performance of contracts and general business, economic and market conditions. Although Western believes that the expectations and assumptions on which such forward-looking information is based on are reasonable, undue reliance should not be placed on the forward-looking information as Western cannot give any assurance that such will prove to be correct. By its nature, forward-looking information is subject to inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, volatility in market prices for crude oil and natural gas and the effect of this volatility on the demand for oilfield services generally; reduced exploration and development activities by customers and the effect of such reduced activities on Western's services and products; political, industry, market, economic, and environmental conditions in Canada, the US and globally; supply and demand for oilfield services relating to contract drilling, well servicing and oilfield rental equipment services; the proximity, capacity and accessibility of crude oil and natural gas pipelines and processing facilities; liabilities and risks inherent in oil and natural gas operations, including environmental liabilities and risks; changes to laws, regulations and policies; the ongoing geopolitical events in Eastern Europe and the Middle East and the duration and impact thereof; fluctuations in foreign exchange, inflation or interest rates; failure of counterparties to perform or comply with their obligations under contracts; regional competition and the increase in new or upgraded rigs; the Company's ability to attract and retain skilled labour; Western's ability to obtain debt or equity financing and to fund capital operating and other expenditures and obligations; the potential need to issue additional debt or equity and the potential resulting dilution of shareholders; uncertainties in weather and temperature affecting the duration of the service periods and the activities that can be completed; the Company's ability to comply with the covenants under its debt facilities, including the Second Lien Facility, and the restrictions on its operations and activities if it is not compliant with such covenants; Western's ability to protect itself from "cyber-attacks" which could compromise its information systems and critical infrastructure; disruptions to global supply chains; and other general industry, economic, market and business conditions. Readers are cautioned that the foregoing list of risks, uncertainties and assumptions are not exhaustive. Additional information on these and other risk factors that could affect Western's operations and financial results are discussed under the headings " Risk Factors" in Western's annual information form for the year ended December 31, 2024, which is available under the Company's SEDAR+ profile at The forward-looking statements and information contained in this press release are made as of the date hereof and Western does not undertake any obligation to update publicly or revise any forward-looking statements and information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws. Any forward-looking statements contained herein are expressly qualified by this cautionary statement.
