Pulse Seismic is an undercovered company driven by E&P spending in Western Canada. An accretive acquisition was made at the beginning of 2019, which positions the company favorably for when activity rebounds.
Canadian oil and gas is seeing greater headwinds as compared to other North American geographies, Canada has the third largest oil reserves in the world and steps are being taken to improvecompetitiveness and create new demand. While we wait for headwinds to lessen, Pulsecontinues to generate positive cash flow and maintain low operational costs. Also, headroom and balance sheet seems sufficient, and debt repayment is expected to continue to be a priority.
What does the company do?
Pulse Seismic is the largest holder of 2D and 3D seismic data in western Canada with the majority of sales tied to the Alberta region. Seismic data is used to identify oil and gas reservoirs beneath the earth’s surface and improve drilling/well locations. The western Canadian sedimentary basin contains one of the world’s largest oil and gas reserves. Seismic data is obtained through the acquisition of existing libraries and “participation surveys” in which Pulse partners with oil and gas exploration companies to map seismic data in a specific area. When a participation survey is performed the oil & gas company pays for ~70% of the survey cost which allows them to have a license to the data, but Pulse remains the owner of the seismic data and would be paid for any additional licenses. A licensee can use the data as they please, but it is non-transferable and cannot be shared with other parties. Their customers are primarily major oil and gas companies, but their top 10 customers vary from year to year.
Sales are broken into traditional sales and transaction-based sales. Traditional sales can occur at any time and are not necessarily event based, whereas there are 3 types of instances that create transaction based sales. The first is when an asset holder creates a partnership or JV, then additional parties are required to purchase a data license, typically at a discount which is determined in the initial license agreement. The second is a merger or acquisition which requires the new company to pay a change of control fee or discontinue use of the data. The third is when property is sold and the purchaser would need to repurchase the seismic data for that area. Again, transaction based sales arise because of the non-transferable nature of the data licenses.
Pulse has shown an ability to create value through opportunistic acquisitions and selective investment in participation surveys. This opportunity came recently with the acquisition of Seitel at the beginning of 2019. This acquisition increased Pulse’s 3D library by 126% and 2D library by 84% further increasing their dominance as the #1 seismic owner in western Canada. Sales have fallen for both companies in recent years as E&P spending has declined, however if/when a rebound occurs Pulse would stand to nearly double their sales.
Net income is often negative due primarily to the “amortization of the seismic data library”. The amortization amounts are based on historical revenue patterns. This expense can vary significantly from year to year due to acquired assets becoming fully amortized or participation surveys being completed. When a participation survey is performed Pulse amortizes 50% of the total cost immediately and the remaining 50% on a straight line basis over seven years. Pulse typically requires ~70% of the total cost to be funded by the customer prior to conducting the participation survey, then Pulse pays the additional ~30% of the cost. The rational for this is stated in the annual report as follows:
“The assumptions behind the 50 percent immediate amortization on delivery are as follows. The Company’s historical average and its target survey prefunding percentage is 70 percent of the cost of the seismic data shoot. Based on historical performance, the Company usually then recovers an additional 70 percent of the total cost of the survey through recurring sales of the acquired data. After seven years the data sales generally decline. Based on these numbers, the total revenue generated by a particular participation survey historically is 140 percent of cost. Accordingly, prefunding typically represents approximately 50 percent of the total revenue generated by the survey. The 50 percent initial amortization thereby matches amortization to the historical pattern of revenue generation. The remaining costs are amortized on a straight-line basis over seven years.”
As an example, in 2015 Pulse completed a 3D participation survey which generated revenue of $3.2 M and $2 M of amortization expense related to that participation survey. The total cost of $4 M to complete the survey is recorded in cash used in investing activities in the same year. No participation surveys have been completed since 2015, but new surveys could occur in the future.
When a data library is acquired, its cost is amortized on a straight line basis over a seven year period. Also, over these seven year periods, the assets are tested for impairments based on management’s judgment of the specific assets ability to generate cash flow. As you can see in the table below the amortization expense declined from $4.6 M in Q3 2017 to $1.95 M in Q4 2017 due to the 2010 library purchased from Divestco becoming fully amortized. In 2010, seismic data was purchased for $75.5 M from Divestco and sales from this library have accumulated to $97.1 M through December 31, 2018.
In order to show results without this obfuscation, management reports “Cash EBITDA” which they believe is a better proxy for current operating results. “Cash EBITDA” is defined as earnings before interest, taxes, depreciation and amortization less participation survey revenue, plus non-cash and non-recurring expenses.
Cash flow and balance sheet
Pulse had no debt from the beginning of 2016 to the end of 2018, but their acquisition of Seitel’s seismic data library for $62 M (including $3 M of liabilities and $5 M of maximum earn-outs) was paid for using $21 M of cash on hand and $33 M of debt. Since the acquisition $4 M of debt and the maximum $5 million of earn-out have been repaid. As of Q3 2019, debt is made up of a $14.2 M three year term loan with $1.5 M of annual principal payments, $10 M of subordinated debt with a five year term and no required annual payments, and $7.9 M outstanding on a $30 M revolver ($22.1 M undrawn). Below is the list of contractual obligations for Pulse in the period ending September 30, 2019.
Below is Pulse’s quarterly cash flow statement from Q4 2016 to Q3 2019. Cash flow is lumpy due to large sales or lack of sales in a given quarter. The average quarterly free cash flow over this period was $3.8 M which is influenced by the $32.5 M recorded in Q3 2017 and somewhat offset by the $7.5 M cash tax payment made in Q1 2018. Cash flow prior to Q1 2019 was generated with half of the seismic library. The Steitel acquisition in Q1 2019 doubled the size of Pulse’s seismic library.
Pulse closed on a new bank credit facility when they completed the Seitel acquisition at the beginning of 2019. Below are the available liquidity, debt service requirements for the next year, and longer term debt schedule.
Management has stated that they are prioritizing debt repayment from cash flow, so annual repayment is likely to exceed maturities until the balance sheet is more flexible. Additionally, the term loan and revolver contain a provision that allows for the extension of its maturity by one year at the beginning of each year, based on the approval of the lender. For example, the term loan and revolver are maturing in 2022, but at the end of 2020 this maturity could be extended to 2023.
The new debt facility, made up of the term loan and revolver, has lessened the burden of their leverage covenant. Below are their covenants and ratios as of September 30, 2019.
Covenants use a rolling twelve month adjusted EBITDA in their formula which is defined as “earnings or loss before interest, income taxes, depreciation and amortization, plus extraordinary losses, non-cash losses and expense charges, and any other unusual or non-recurring cash charges, expenses or losses consented to by the lenders, less participation survey revenue, extraordinary gains and non-cash gains and income”. Also, the maximum senior debt to adjusted EBITDA covenant numerator excludes $10 million of subordinated debt and only includes $22.1 million of senior debt. The senior debt to adjusted EBITDA covenant starts at 4.25x and steps down to 3.00x on the quarter ending in December 2020 and remains constant at that level.
During periods in which senior debt to EBITDA is greater than 2x over 2 consecutive quarters, a minimum fixed charge coverage ratio covenant of 2x is used, but when senior debt to EBITDA is below 2x for 2 consecutive quarters, then a minimum interest coverage covenant of 1.2x is used. Fixed charge coverage is defined as “adjusted EBITDA less unfunded capital expenditures, cash taxes and permitted cash distributions divided by the sum of scheduled principal repayments and interest expense paid in cash”.
The table below shows the historical adjusted EBITDA and Pro Forma covenant ratios which use actual historical adjusted EBITDA and current debt.
Why is there value in this company?
Despite the amortization of data library assets being completed within seven years, and the invention of 3D seismic data, the older 2D assets continue to generate sales.