petrowest energy services trust announces $94.2 million of ... - BMIR

Petrowest Energy Services TrustNotes to Interim Unaudited Consolidated Financial Statements12 Segmented Information - continuedAs at March 31, 2007(unaudited)Selectedbalance sheetitemsProperty andequipmentConstruction Transportation Civil Rentals Corporate Total28,221 18,580 21,504 19,164 1,836 89,305Intangibles 15,202 18,752 9,063 8,241 - 51,258Goodwill 26,800 31,539 26,225 13,385 - 97,949All transactions between segments were initially recorded at approximate market rates.Transactions between segments have been eliminated on consolidation.13 Subsequent EventsOn May 9, 2007 Petrowest entered into agreements to acquire all of the outstanding shares andshareholder loans of Cutbank Trucking Ltd. and Cutbank Transport Ltd., (collectively, “Cutbank”), JimMoffatt Construction Ltd. and 921639 Alberta Ltd., (collectively, “Jim Moffatt Construction”), QuigleyContracting Ltd, 529805 B.C. Ltd. and LMQ Enterprises Ltd., (collectively, “Quigley Contracting Ltd.”),Rick's Mechanical Services Ltd. and Tri-Dave Gravel Sales Ltd (the "Acquired Companies"). Themaximum total purchase price for the Acquired Companies will be approximately $94.2 million, comprisedof the payment of approximately $50.4 million in cash, the issuance of approximately 4.3 million trust unitsof Petrowest and the assumption of approximately $10.2 million of debt of the Acquired Companies(assuming a trust unit price of $7.75). The effective maximum total purchase price is reduced by changesin working capital for the period from January 1, 2007 to closing which accrue to the benefit of Petrowest.In addition, the terms of the agreements require minimum working capital on the acquisitions to beapproximately $11.1 million in the aggregate. It is estimated that actual cash balances acquired onclosing will be in excess of $6.0 million. The revenue generated by these companies in aggregate overtheir last fiscal year was approximately $76.6 million.The Acquisitions will be accounted for using the purchase method with the assets acquired and liabilitiesassumed recorded at their estimates of fair value. Approximate consideration is subject to normal coursepost closing adjustments.Cutbank Trucking Ltd. and Cutbank Transportation Ltd. are operated together as one business andspecialize in hauling logs and gravel and the provision of log loading equipment in Grande Prairie,Alberta. Cutbank Trucking Ltd. was formed in 1972 and Cutbank Transportation Ltd. was formed in 1997.Jim Moffatt Construction Ltd. is a lease and road building company operating in northern Alberta. JimMoffatt Construction Ltd. was formed in 1992 and operates from its base in Worsley, Alberta. In additionto lease and road building, Jim Moffatt Construction Ltd. also operates a 250-man camp permanentlylocated in Worsley.Rick's Mechanical Services Ltd. is a mid-size lease and road builder based in Peace River, Alberta.Rick's Mechanical Services Ltd. was formed in 1993 and has achieved a positive working relationshipwith the Woodland Cree First Nation in providing services to oil sand developers operating on thetraditional lands of the Woodland Cree First Nation.Quigley Contracting Ltd. is a lease and road building companies operating in Fort St. John, BritishColumbia. Quigley Contracting Ltd. was formed in 1990 by Rick Quigley. The acquisition of QuigleyContracting Ltd. will expand Petrowest's geographical footprint into the northern regions of BritishColumbia.- 31 -