Leadership Changes - Bri-Chem Corp. appointed Mr. Barry Hugghins as Chief Executive Officer and President effective November 10, 2025, while he will also continue as Executive Chairman of the Board [2] - Mr. Hugghins will receive a nominal salary of one dollar ($1) per annum, reflecting the company's commitment to business results and shareholder value [2] - The Board of Directors has eliminated cash retainers, with directors now compensated exclusively through equity-based incentives to enhance long-term shareholder value [2] Company Overview - Bri-Chem is a leading North American oilfield chemical distribution and blending company, recognized for its strategic acquisitions and organic growth [3] - The company operates 23 strategically located warehouses across Canada and the United States, offering a full range of drilling fluid products [3]

Core Points - Bri-Chem Corp. has rescheduled its annual general meeting to September 16, 2025, to allow for additional resolutions and provide shareholders with adequate information regarding alternative director nominees [1][2] - The company has adopted an Advance Notice By-Law to guide the nomination of directors, which establishes deadlines for shareholders to submit nominations and outlines the required information [3][6] Company Actions - The postponement of the meeting aims to include a resolution for the ratification of the Advance Notice By-Law and to inform shareholders about a proxy contest involving alternative nominees proposed by the Hugghins Group [2][5] - The Advance Notice By-Law requires shareholders to provide timely notice for director nominations, with specific deadlines based on the type of meeting [6][7] Company Overview - Bri-Chem is a leading North American oilfield chemical distribution and blending company, known for its strategic acquisitions and organic growth [8]

Core Insights - Bri-Chem Corp. reported a decrease in consolidated sales for Q1 2025, totaling $19.9 million, down 7% from $21.3 million in Q1 2024, primarily due to lower US drilling activity [4][6][10] - The company achieved an adjusted EBITDA of $465,000, a significant improvement from a loss of $443,000 in the same period last year, indicating a recovery in operational performance [2][9] - The outlook for the remainder of 2025 remains cautious due to volatility in commodity prices and political uncertainties affecting drilling activities in North America [10][12] Financial Performance - Sales for Q1 2025 were $19.9 million, a decrease of $1.4 million (7%) compared to Q1 2024 [4][6] - Adjusted EBITDA increased by $908,000 year-over-year, reflecting a positive shift in operational efficiency [2][6] - The net loss for Q1 2025 was $412,000, a 73% improvement from a net loss of $1.5 million in Q1 2024 [2][6] Segment Performance - Canadian drilling fluids distribution generated sales of $2.7 million, consistent with the prior year, while US drilling fluids sales decreased by 15% to $10.8 million [5][8] - The Canadian blending and packaging division saw a slight decrease in sales to $4.4 million, while US blending and packaging sales increased to $2.0 million, up from $1.4 million [8] - The average number of active operating land rigs in Canada increased by approximately 3% to 214, while the US rig count decreased by about 5% to 572 [5][7] Financial Position - Total assets decreased by 18% to $54.2 million, and working capital fell by 29% to $10.3 million as of March 31, 2025 [2][6] - Long-term debt slightly decreased by 3% to $6.5 million, while shareholders' equity declined by 13% to $19.0 million [2][6] Market Outlook - The company anticipates continued volatility in commodity prices and a restrained pace of new drilling activity, influenced by political and regulatory uncertainties in both the US and Canada [10][12] - There are emerging signals of potential collaboration on energy independence in Canada, which could lead to accelerated approvals for domestic projects [11][12] - The company remains focused on capital discipline, operational efficiency, and monitoring macroeconomic trends to navigate the transitional period in the industry [12]

Core Viewpoint - Bri-Chem Corp. reported a significant decline in financial performance for the fourth quarter and the full year of 2024, primarily due to decreased US drilling activity and a lower average rig count, leading to reduced sales and increased losses [1][5][11]. Financial Performance Summary - Consolidated sales for Q4 2024 were $20.6 million, a decrease of 23% from $26.8 million in Q4 2023 [5][7]. - Adjusted EBITDA for Q4 2024 was negative $1.2 million, down from $1.9 million in Q4 2023, reflecting a decrease of $3.1 million [10][19]. - The operating loss for Q4 2024 was $1.5 million, compared to operating earnings of $1 million in the same period last year [10]. - The net loss for Q4 2024 was $1.6 million, compared to net earnings of $467,000 in Q4 2023, marking a 440% decline [5][19]. Yearly Financial Overview - For the full year 2024, consolidated sales totaled $83.1 million, a decrease of 22% from $106.0 million in 2023 [5]. - Adjusted net loss for the year was $5.1 million, compared to adjusted net earnings of $1.4 million in 2023, representing a 476% decline [5][19]. - Total assets decreased by 15% to $58.2 million from $68.4 million in 2023 [6]. Segment Performance - Canadian drilling fluids distribution sales were $2 million in Q4 2024, down from $3.9 million in Q4 2023, attributed to slowing sales of select commodity items [8]. - US drilling fluids distribution sales were $12 million in Q4 2024, a decrease of 26% from $16.1 million in Q4 2023, linked to a decline in the US rig count [8]. - Canadian blending and packaging division saw a slight increase in sales to $4.7 million in Q4 2024 from $4.4 million in Q4 2023, driven by higher cementing and stimulation activities [9]. Working Capital and Debt - Working capital as of December 31, 2024, was $4.5 million, a decrease of 72% from $15.9 million in 2023, due to a change in loan classification [6]. - Long-term debt was eliminated, with the company reporting no long-term debt as of December 31, 2024 [6]. Industry Outlook - The oil and gas industry faces challenges from volatile commodity prices and restrained growth in North American drilling activity [11]. - Potential changes in US and Canadian government policies, including tariffs on Canadian crude oil, create uncertainty for the industry [11]. - The company aims to remain adaptable and seek new opportunities while monitoring market conditions closely [11].