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HSE Announces Record Revenues and Improved Margins for Third Quarter Ended September 30, 2008
Wednesday, November 12, 2008 10:00 PM


CALGARY, Nov. 12 /CNW/ - HSE Integrated Ltd. ("HSE", "Our", "We", or the "Company") today announced its financial results for the third quarter and year to date ended September 30, 2008.

Total revenue for the third quarter was $28.2 million, up 19.6% from $23.6 million in 2007 and 4.4% from the previous highest Q3 revenue of $27.0 million in 2006. For the nine months ended September 30, 2008 revenue was $83.9 million, an 18.3% increase from $70.9 million in 2007 and 12.9% higher than the previous highest nine month revenue of $74.3 million in 2006.

The main source of revenue growth was the continued expansion of HSE's Industrial safety services in all markets across Canada. In the three month period, Industrial safety revenues were $16.2 million, 57.3% of total revenue and a 36.3% increase from $11.9 million in the third quarter of 2007. For the nine month period Industrial safety revenues were $47.2 million, a 43.6% increase from $32.9 million in 2007 and 56.3% of total Company revenues. Industrial safety services revenues are now larger than Oilfield safety services revenues, a trend the Company expects will continue in the future.

For the quarter, Oilfield safety services revenues increased by 2.7% to $12.0 million from $11.7 million in 2007. This reflects the improvement in conventional oil and gas well drilling and completion activity during this period. However, for the nine month period Oilfield safety services experienced its second year of decline. Year-over-year, Oilfield safety services revenue fell by 3.5% to $36.7 million from $38.0 million in 2007. This reflects the overall downward trend of the drilling of new wells in the Western Canadian Sedimentary Basin.

The operating margin and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) continued to improve in the third quarter of the 2008 fiscal year. For Q3, the operating margin rose to 20.5% from 14.7% in 2007. The increase in SG&A for the nine month period compared to last year included approximately $0.4 million in non-recurring costs. EBITDA for this period increased by 107.7% to $2.9 million from $1.4 million in 2007. A similar trend for the nine-month period showed the operating margin rising to 18.4% from 16.4% in 2007, while year-to-date EBITDA to September 30 increased by 74.9% to $7.7 million from $4.4 million last year.

All the foregoing had a positive effect on the bottom line. HSE reported a profit for the period of $0.4 million ($0.01 per share), a significant improvement from a loss of $15.9 million (a loss of $0.42 per share) in 2007. For the nine months ended September 30, the Company reports a small loss of $0.2 million ($0.00 per share) compared to a loss of $18.1 million (a loss of $0.48 per share). The large losses in 2007 were largely caused by a one-time write-down of goodwill carried on the balance sheet, a regulatory requirement created by a significant decline in HSE's share price and market capitalization in 2007.

The Company's balance sheet continues to strengthen. Working capital at September 30, 2008 was $20.3 million while the non-current portion of all long term bank debt and capital lease obligations was $14.3 million. HSE exited the reporting period with $2 million in cash and cash equivalent on the balance sheet. HSE continues to be fully compliant with all senior lending covenants and believes it will continue to do so for the foreseeable future.

David Yager, Chairman and CEO, offered the following comments for HSE's third quarter 2008 results:

"HSE is pleased with the continued growth of Industrial safety service across the country and the improving profit margins resulting from ongoing efforts to control costs and improve operating margins. It is clear from the significant year-over-year growth that HSE has developed a product mix and business model that is attractive to our clients. The Company has no reason to believe that this growth will not continue, however due to global financial conditions the rate of future expansion may be tempered.

On the Oilfield side, higher commodity prices in the second and most of the third quarters did invigorate drilling and investment and a slight increase in HSE's business during the third quarter. However, the sharp drop in commodity prices through the end of September and into October quickly re-introduced caution into this segment of our business. Business should be steady for the remainder of 2008 and the first quarter of 2009. Seeing beyond that in current market conditions is very difficult.

Expansion into the United States continued with delivery of the first field service equipment. A field service location was opened in Midland, Texas. HSE does not expect this investment to make a positive contribution to overall financial results until 2009.

We're pleased with our Company's financial performance this year, particularly in the second and third quarters. Due to volatile and unusual global capital markets, HSE plans to exploit low-risk growth opportunities while continuing to conservatively manage our balance sheet.

On behalf of the Board of Directors, we're extremely proud of the outstanding work and commitment of our managers and staff. We're providing quality services at fair prices for our clients across the country every day. This is an essential foundation for the long-term success of our Company."

For further information and analysis please see the attached Management Discussion and Analysis and Financial Statements.

CONFERENCE CALL

HSE will be hosting a conference to discuss their results at 11 AM (Eastern Standard Time), 9 AM (Mountain Standard Time) on Thursday November 13, 2008.

Dial-In Number: 1-800-591-7539 or 1-416-644-3414

Conference Replay November 27, 2008: 1-416-640-1917 or 1-877-289-8525 (Passcode: 21288378 followed by the pound sign)

Webcast: http://www.newswire.ca/en/webcast/viewEvent.cgi?eventID(equal sign)2471040

HSE is an integrated, national supplier of industrial Health, Safety and Environmental services. From its head office in Calgary, Alberta, it serves its clients from field service locations in Alberta, British Columbia, Saskatchewan, Ontario, Nova Scotia, New Brunswick and Michigan. HSE also operates in Midland, Texas, through a jointly owned company called Boots & Coots HSE Services LLC. HSE trades on the TSX under the symbol "HSL".

Forward Looking Statements

This news release may contain forward-looking statements concerning, among other things, the Company's prospects, expected revenues, expenses, profits, financial position, strategic direction, and growth initiatives, all of which are subject to risks, uncertainties and assumptions. These forward-looking statements are identified by their use of terms and phrases such as expect, anticipate, estimate, believe, may, will, intend, plan, continue, project, objective and other similar terms and phrases. These statements are based on certain assumptions and analyses made by the Company based on its experience and assessment of current conditions, known trends, expected future developments and other factors it believes are appropriate under the circumstances. Such statements are subject to numerous external variables, both known and unknown, such as changes in commodity prices for natural gas and oil, changes in drilling activity, weather conditions, industry-specific and general economic conditions and exchange rate fluctuations. If any of these risks and uncertainties materializes or if assumptions are incorrect, actual results may differ materially from those expressed or implied in the forward-looking statements. The forward-looking statements included in this news release are not guarantees of future performance and should not be unduly relied upon.

Non GAAP Measures

This report makes reference to EBITDA, a measure that is not recognized under generally accepted accounting principles (GAAP). Management believes that, in addition to net earnings, EBITDA is a useful supplementary measure. EBITDA provides investors with an indication of earnings before provisions for interest, taxes, amortization, gains or losses on the disposal of property and equipment, foreign exchange gains or losses, and the non-cash effect of stock-based compensation expense. Investors should be cautioned that EBITDA should not be construed as an alternative to net earnings determined by GAAP as an indication of the Company's performance. This method of calculating EBITDA may differ from that of other companies and accordingly may not be comparable to measures used by other companies.

HSE Integrated Ltd.
Management Discussion and Analysis ("MD&A")
For the three and nine months ended September 30, 2008 and 2007

The following management discussion and analysis is dated November 12, 2008, and is a review of the financial results of HSE Integrated Ltd. ("HSE", "We", "Our", or the "Company") for the quarter and nine months ended September 30, 2008 and 2007. This should be read in conjunction with the documents filed on SEDAR at www.sedar.com. Unless otherwise disclosed, the financial information presented in this discussion has been prepared in accordance with Canadian generally accepted accounting principles ("GAAP") and takes into consideration information available to management up to November 12, 2008. Unless otherwise stated, dollar figures presented are expressed in thousands of Canadian dollars and per-share figures in dollars per weighted-average common share. The following MD&A contains forward-looking information and statements. We refer you to the end of the MD&A for the disclaimer on forward looking statements.

Selected Financial Information
-------------------------------------------------------------------------
              Three Months ended             Nine Months ended
                  September 30,    Quarter      September 30,     Period
              -------------------    Over   -------------------    Over
                                   Quarter                        Period
                  2008      2007  % Change      2008      2007  % Change
-------------------------------------------------------------------------
Revenue       $ 28,202  $ 23,578     19.6%  $ 83,857  $ 70,878     18.3%
Operating and
 materials      22,408    20,113     11.4%    68,400    59,287     15.4%
Operating
 margin          5,794     3,465     67.2%    15,457    11,591     33.4%
Operating
 margin %        20.5%     14.7%               18.4%     16.4%
Selling,
 general &
 admini-
 strative     $ 2,936    $ 2,089     40.5%   $ 7,780   $ 7,202      8.0%
Net earnings
 (loss)           396    (15,920)   102.5%      (183)  (18,129)   101.0%
- per share
 basic and
 diluted         0.01      (0.42)               0.00     (0.48)
EBITDA(1)     $ 2,858    $ 1,376    107.7%   $ 7,677   $ 4,389     74.9%
EBITDA %        10.1%       5.8%                9.2%      6.2%
Total assets                                $ 71,544  $ 84,256    (15.1%)
Total
 long-term
 liabilities                                  20,004    23,969    (16.5%)
-------------------------------------------------------------------------
See Non-GAAP Measures for (1)

Financial Review

Revenue

HSE operates in a single industry segment, which involves providing an integrated package of asset, worker and community safety protection services including: on-site safety supervision; gas detection; fixed and mobile air quality monitoring; breathing equipment rentals and services; fixed and mobile firefighting and fire protection services and equipment; worker decontamination (shower) services; on-site medical services; worker safety training; pre-employment health testing; and safety management and consulting services.

Total revenue for the three months ended September 30, 2008 was $28.2 million an increase of 19.6% from $23.6 million for the same period in 2007. For the nine-months ended September 30, 2008, revenue rose to $83.9 million, an 18.3% increase from $70.9 million in the prior year. For the reporting quarter ended September 30, 2008, the Company had no customers representing more than 10% of revenue.

The Company currently provides services to its customers in two main business areas: Oilfield Services ("Oilfield") and Industrial Services ("Industrial"). Oilfield is the conventional upstream, or "wellhead", sector of the oil and gas industry. Industrial represents non-conventional upstream oil development and production including oilsands extraction, oil and gas processing and refining plants and facilities, petrochemicals, pulp and paper, utilities, power generation, diverse manufacturing industries, worker safety training, and safety management and consulting services. The Company had previously separately disclosed revenue for air quality monitoring ("Environment"), but has now grouped these services into either the Industrial or Oilfield market in which these services are deployed.

The revenue for these customer groups is shown below:
-------------------------------------------------------------------------
              Three Months ended             Nine Months ended
                  September 30,    Quarter      September 30,     Period
              -------------------    Over   -------------------    Over
                                   Quarter                        Period
                  2008      2007  % Change      2008      2007  % Change
-------------------------------------------------------------------------
Oilfield       $12,039    11,722      2.7%    36,666    38,007     (3.5%)
Industrial     $16,163    11,856     36.3%    47,191    32,871     43.6%
-------------------------------------------------------------------------
Total Revenue  $28,202   $23,578     19.6%   $83,857   $70,878     18.3%
-------------------------------------------------------------------------
As a % of
 Revenue:
Oilfield         42.7%     49.7%               43.7%     53.6%
Industrial       57.3%     50.3%               56.3%     46.4%
-------------------------------------------------------------------------
Total Revenue   100.0%    100.0%              100.0%    100.0%
-------------------------------------------------------------------------
Oilfield - Canada
-----------------

Oilfield revenues increased by 2.7% in the third quarter of 2008 compared to 2007. The year over year increase is due to higher overall activity levels in the conventional upstream, or "wellhead", sector of the oil and gas industry which includes oil and natural gas well drilling, completion and work-over (repair and maintenance) operations. However, for the nine-month period Oilfield safety services revenues declined by 3.5%. This reflects the overall decline in the drilling of new wells in the first half of the 2008 fiscal year.

Services provided in the Oilfield sector are primarily oriented towards supporting the development of natural gas, particularly sour gas containing hydrogen sulphide. The primary driver of revenue fluctuations in the previous comparative reporting periods relates to an increase or reduction in natural gas drilling and work-over activity caused primarily by significant fluctuations in natural gas prices and external factors such as interest rates, currency exchange rates, equity and debt markets, and federal and provincial taxation and royalty policies. In the past three years, new conventional oil and gas well drilling activity levels declined sharply from 2006 to 2007 and, with the exception of the third quarter, declined further in 2008. Well workover and stimulation activities on existing wells have followed a similar pattern. Higher crude oil and natural gas prices in the second and third quarters of 2008 had a positive impact on overall spending and drilling activity in the third quarter. However, the decline in commodity prices as the third quarter progressed and ended will likely result in reduced investment activity going forward.

To meet growing industry demand in British Columbia and Saskatchewan, equipment and personnel were redeployed from Alberta generating increases in Oilfield revenue of 70.6% and 153.2% respectively in these markets compared to the same period in the prior year. The third quarter of 2007 is the first period in which HSE had substantial operations in Saskatchewan due to the acquisition of Prairie Wide Safety Ltd. in Weyburn, Saskatchewan, effective July 1, 2007.

In the first half of the year, HSE had experienced some pricing pressure with customers caused primarily by additional capacity added by competitors and an overall industry reduction in demand. As conventional oil and gas exploration and production has become less profitable for E&P companies because of lower gas prices and higher overall operating costs, there has been pressure to sustain profitability by asking vendors like HSE to provide products and services at flat or lower prices.

However, these pricing pressures stabilized in the third quarter due to the higher commodity prices, increased demand for equipment and services, and an industry-wide shortage of qualified manpower to respond to increased demand on short notice. Shortages of manpower and other critical mechanical components required for the drilling and completion of new wells such as casing and stimulation materials restrained overall activity in this sector during the third quarter at lower levels than might have been achieved otherwise. HSE experienced manpower capacity constraints in delivering Oilfield safety services in the third quarter and may have been able to generate higher revenues had more qualified personnel been available.

Oilfield - United States
------------------------

Activity in the third quarter related to the Company's business arrangement with Boots & Coots International Well Control, Inc. - Boots & Coots HSE Services LLC ("BCHSE") - focused on logistics such as asset transfers, recruitment of personnel, securing of operating facilities and other activities associated with setting up a new business operation. The first safety equipment was transferred from HSE to BCHSE in the United States and management and field personnel were recruited and hired. This operation generated its first revenue in Texas in the third quarter, but the amount was not material. In October, service shop space was secured and the first stand-alone field service location opened in Midland-Odessa, Texas. BCHSE generated an operating loss in the third quarter of approximately $0.2 million.

Industrial
----------

The Company continues its successful business diversification strategy, and reported a 36.3% or $4.3 million increase in Industrial revenues in the third quarter compared to the prior year. For the first nine months, the increase was $14.3 million or 43.6%. For the first nine months Industrial safety services comprised 56.3% or over half of total revenues for the first time. Going forward, it is likely that Industrial revenues will continue to be greater than Oilfield revenues.

The continuing growth in Industrial revenues is from increased demand for safety equipment and services from oil and gas processing facilities, thermal heavy oil recovery, and oilsands extraction and construction projects in Alberta; safety services, gas detection and breathing air equipment rental services to diverse industrial and commercial markets in British Columbia, Alberta, and Ontario; safety services for the refining, mining, offshore drilling and production and other industries in Atlantic Canada; and worker safety training and safety consulting services in all markets.

The third quarter of 2008 was characterized by steady revenue growth in all markets for HSE's expanding Industrial safety services suite in most service locations. This is from a combination of repeat business from satisfied clients from prior years, a more focused marketing effort, increased expertise through the addition of experienced operations and marketing personnel, more service contracts for services on a continuous basis, and growing customer acceptance of HSE as a viable provider of these services. HSE offered Industrial Hygiene consulting and advisory services to its clients for the first time in the third quarter. Based on favorable customer response, this essential but highly specialized worker protection service will be an important element of the HSE Industrial health, safety and environment services suite going forward.

Growth in two specific Industrial markets continued in the third quarter in a manner which the Company believes to be sustainable.

In the oilsands regions of northeast Alberta - serviced from Fort McMurray and Bonnyville - Industrial safety services revenues in the third quarter rose 73.5% to $5.9 million from $3.4 million in the prior year. This is based upon HSE continuing to provide quality services and the growing acceptance by oilsands developers of having core safety services provided by an expert third-party vendor as an alternative to internal initiatives. A new operations and training facility in Bonnyville, opened in the first quarter, has increased this location's capacity to service the local market, and Bonnyville's new mobile safety equipment service unit contributed meaningful revenues in the third quarter for the first time.

Equipment and services delivered in Central and Atlantic Canada and the North Eastern United States is classified as Industrial revenue. Revenue from these areas in the third quarter of 2008 was $6.3 million, an increase of 64.7% compared to 2007. New locations in Sudbury, Ontario and Hamilton, Ontario, which were opened in the second quarter of 2008, contributed revenue for the first time.

Operating and Materials Expense and Operating Margin

Operating and materials expense consists of costs directly attributable to the delivery of safety and related services to customers. These include: wages and benefits for field employees and contractors; equipment rentals and leases; field service centre property costs; transportation; fuel; consumables; equipment repairs and maintenance; and field office administration including field sales.

Operating and materials expense for the quarter ended September 30, 2008 totaled $22.4 million or 79.4% of revenue as compared to $20.1 million or 85.3% of revenue in 2007. Operating margin for the quarter increased from $3.5 million or 14.7% of revenue in 2007 to $5.8 million or 20.5% of revenue in 2008.

The significant increase in operating margin is due to higher Industrial safety services revenue and increased utilization of all the Company's capital and manpower assets compared to the same period in the prior year. Higher fuel costs negatively impacted the quarter.

Selling, General and Administrative Expense

Selling, general and administrative ("SG&A") expense consists of costs not directly attributable to the delivery of services to customers. These include costs generally associated with the following: corporate head-office functions and services; administrative personnel; corporate sales and marketing costs; liability insurance; professional fees; and investor relations expenses.

SG&A for the quarter ended September 30, 2008 totaled $3.0 million, which represents a 40.5% or $0.8 million increase from the same period in the prior year. While overall staffing and salary levels remained stable, the year-over-year increase was related to one-time executive severance expenses and an upward adjustment of the accruals for performance bonuses under HSE's executive bonus plan and based upon the improved overall financial performance of the Company in 2008. For the nine-month period SG&A expenses have increased by 8.0% compared to the prior year for the same reason. The one-time expenses accounted for approximately 90% of the nine month period increase in SG&A. However, as a percentage of total revenue for the nine-month period, SG&A is down to 9.3% of revenue compared to 10.2% in 2007.

EBITDA and Net Earnings

Reflecting a 19.6% increase in revenues for the quarter ended September 30, 2008 compared to the prior year, EBITDA (see "Non-GAAP Measures") increased to $2.9 million from $1.4 million in Q3 2007, an improvement of $1.5 million or 107.7%. This was caused by significant revenue increases for Industrial safety services, higher equipment and manpower utilization rates.

Total amortization for the quarter was $1.8 million, a decline of $0.2 million from the same period in 2007. This was comprised of $1.6 million in property and equipment amortization, and $0.2 million in intangible asset amortization.

Interest on long term debt and bank charges in the quarter decreased slightly from the same period in the prior year. Decreased interest from obligations under capital leases was offset by some increases due to an increase of non-interest bank and finance charges.

For the third quarter of 2008, the loss on disposal of property and equipment was $0.1 million. Asset divestitures in the period were the result of an ongoing review of all the capital assets of the Company to ensure optimal utilization and on-going commercial viability.

HSE generated a profit of $0.4 million in the third quarter or $0.01 per share compared to a loss of ($15.9 million) or ($0.42) per share in the previous year. The reported loss in 2007 reflected a required one-time impairment charge to goodwill carried on the balance sheet relative to the market capitalization of the company on September 30, 2007, and lower levels of revenue and profitability in the reporting period.

Liquidity and Capital Resources

The Company's principal sources of capital are cash flows from operations, borrowings under an established credit facility with its senior lender, and equity financing. Working capital at September 30, 2008 was $20.3 million.

The Company, through the conduct of its operations, has undertaken certain outstanding contractual obligations as noted in the following table:

-------------------------------------------------------------------------
Years ended December 31,   2008    2009    2010    2011    2012    Total
-------------------------------------------------------------------------
Capital lease obligations  $328   1,024     289     112       7   $1,760
Vehicle operating leases    414   1,526   1,440     747      21    4,148
Property & other leases     751   2,795   2,203   1,315     787    7,851
Long-term debt               42   1,138  13,854       8       -   15,042
-------------------------------------------------------------------------
Total contractual
 obligations             $1,535   6,483  17,786   2,182     815  $28,801
-------------------------------------------------------------------------

Cash provided by (used in) operations

Cash provided by operations in the quarter was $3.0 million as compared to the cash used in operations of $3.0 million for the same period in the prior year. The primary cause for the change is higher levels of profitability. Management has maintained a provision for doubtful accounts to $1.3 million as recognition of the potentially challenging environment faced primarily by smaller customers in all markets across Canada.

Cash provided by (used in) financing and investing

During the quarter, the Company used its operating line from time to time but at September 30, 2008, the Company held cash or cash equivalents of $2.0 million. This leaves $7.5 million available on the operating line for future use. The Company also made scheduled debt reductions of $0.5 million toward capital lease and other long term debt obligations.

Liquidity

The Company's credit facilities include a $25 million three-year interest-only revolving facility and a $7.5 million operating facility. The revolving facility matures on June 25, 2010, with an ability to extend the term at the lender's option. The operating facility is renewable annually and is margined to accounts receivable. The credit facilities are subject to covenants that are typical for these types of facilities, and are collateralized under a general security agreement.

At September 30, 2008, the draw against the revolving facility was $13.8 million. The Company has available to it the full $7.5 million operating facility and $11.2 million on the revolving facility. The Company was in compliance with all of its debt covenants at September 30, 2008.

Outlook

Oilfield - Canada
-----------------

The highly cyclical nature of the conventional upstream oil and gas industry in the Western Canadian Sedimentary Basin - the sector served by HSE's Oilfield safety services - was illustrated once again in the quarter ended September 30, 2008. The period began with record high oil prices and the highest natural gas prices in two years. During the quarter, clients responded with increased spending and drilling activity compared to 2007. The main operational issue for the Company's clients was a lack of skilled manpower and shortages of certain equipment and materials required to service a sharp activity increase in the third quarter.

However, the period ended with oil and gas prices down by about half and world financial markets in distress. Equity values for publicly traded energy-related companies declined sharply. While interest rates are lower due to Canadian and international governments reducing key lending rates, credit and liquidity for debt financing has become a critical issue on a global basis.

Therefore, a level of uncertainty has returned to this sector for the short and medium term caused by negative indicators that were not on the horizon as little as 90 days ago when this report was written for the quarter ended June 30, 2008. On October 27, 2008, the Canadian Association of Oilwell Drilling Contractors ("CAODC") released its updated 2008 drilling activity forecast for western Canada and its first estimates for 2009. The CAODC indicated that for 2008 there would be 20% less wells drilled than 2007, and in 2009 there would be a further decline of 6% from 2008 levels. The areas where activity would stay steady or increase are British Columbia and Saskatchewan due to attractive fiscal regimes and new resource plays, while drilling in Alberta would continue to decline because, "the uncertainty associated with the new royalty program continues to drive away investment".

However, in the short term the signal from HSE's clients is that they will be relatively busy and therefore HSE's Oilfield safety services revenues should remain at historical levels at least until the second quarter of 2009. In recent years HSE has invested extensively in new equipment and, through diversification, has maintained field staff levels. HSE has also continued to focus on service quality. Management believes this commitment to excellence is being recognized by our clients and therefore could give the Company a competitive advantage going forward.

The Company's strategy will be to focus on quality service and continue to find ways to drive efficiency by monitoring costs and redeploying, capital assets in the various Oilfield markets in which it operates (British Columbia, Alberta, Saskatchewan, USA) and Industrial markets in order to achieve the highest possible asset utilization rates.

Oilfield - United States
------------------------

As announced on May 7, 2008, HSE continues to pursue the expansion of its Oilfield safety services division in the continental United States through a new company called Boots & Coots HSE Services, LLC. ("BCHSE"), jointly owned by HSE (90%) and Boots & Coots International Well Control, Inc. ("Boots & Coots") (10%).

In the third quarter significant progress was made in setting up operations in selected U.S. markets. The President of BCHSE, Jarvis Jackson, relocated from Canada to the head office in Houston, Texas. The first two fire/shower combination units were transferred from HSE to BCHSE. More equipment is scheduled to be shipped in the fourth quarter.



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