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ShawCor Ltd. releases first quarter financial results
Published May 5 2005
4 min read

ShawCor Ltd. releases first quarter financial results

SHAWCOR LTD.
(TSX: SCL.SV.A, SCL.MV.B)

TORONTO, May 5 /CNW/ -
<<
Financial Summary

(In thousands of Canadian dollars except      Three Months Ended Mar. 31
 per share amounts)                                  2005        2004
-------------------------------------------------------------------------
Operating Results
Revenue                                           $ 284,097    $ 183,899
EBITDA (note 1)                                      42,959       22,893
Income from operations                               29,583        7,829
Net income                                           17,758        3,585
Net income per share (Class A and B)
  Basic                                                0.24         0.05
  Diluted                                              0.24         0.05
-------------------------------------------------------------------------
Cash Flow
Cash from (used in) operating activities            (13,235)      10,785
Additions to capital assets                           5,240        7,939
-------------------------------------------------------------------------
Financial Position
Working capital                                     169,087      154,421
Total assets                                        777,699      877,339
Shareholders' equity per share (Class A and B)    $    6.10    $    7.45
-------------------------------------------------------------------------

Note 1: EBITDA is a non-GAAP measure calculated by adding back to net
        income, interest, taxes and depreciation/amortization.

Consolidated revenue for the quarter climbed to $284.1 million, a 54%
increase over the corresponding quarter of last year. The strong sales for the
quarter were supported by growth in activity levels at Bredero Shaw's North
Sea large-diameter and North American small-diameter pipe-coating plants.
Increased pipe-coating project activity contributed to the strong result, as
did project-based sales growth at Canusa - CPS. Guardian and OMSCO also both
enjoyed strong volumes of business during the quarter, driven by high levels
of drilling in Canada and internationally.
Income from operations was $29.6 million for the quarter compared to
$7.8 million in the first quarter of last year, a result of the increased
activity at the pipe-coating divisions and the OMSCO and Guardian drill pipe
manufacturing and inspection businesses. Operating income for the quarter
includes on-going costs related to the closure of the Mobile facility of
$3.2 million. EBITDA generated in the quarter was $43.0 million, almost double
first quarter 2004 levels.
The closure of the Mobile facility, announced in the fourth quarter of
last year, is on schedule. Plant operations are winding down as projects under
contract are completed. As a result, losses at the plant were significantly
reduced from the levels in prior quarters. It is expected that work at the
plant will cease by the end of the second quarter, except for load-out of
remaining coated pipe, which is expected to extend into the third quarter of
the year.
Net income for the quarter was $17.8 million ($0.24 per share) compared
to $3.6 million ($0.05 per share) in the first quarter of 2004 and a net loss
of $78.1 million ($1.05 per share) in the prior quarter. Excluding the results
from Mobile, revenue of $268.8 million was $97.3 million higher than the first
quarter of 2004 and $21.3 million above fourth quarter 2004 levels. Excluding
the impact of the Mobile operating and closure costs of $3.2 million in the
quarter, net income for the quarter was $20.9 million, or $0.28 per share,
compared to $9.8 million, or $0.13 per share, for the corresponding quarter of
last year, and $15.6 million, or $0.21 per share, for the fourth quarter of
last year. The previous quarter included a higher than normal tax rate on
certain international operations.
On March 31, ShawCor announced the retirement, after 37 years of service
to the Company, of Geoff Hyland, President and Chief Executive Officer. In
keeping with the succession planning process in place, Mr. Bill Buckley,
currently Executive Vice President and Chief Operating Officer, has been
appointed President and C.E.O., effective July 1, 2005.

MANAGEMENT DISCUSSION AND ANALYSIS

The following is management's interim discussion and analysis of
operations and financial position and should be read in conjunction with the
Consolidated Financial Statements and Management's Discussion and Analysis
included in the Company's 2004 Annual Report.

Revenue and Income from Operations

ShawCor classifies its revenue and income from operations in three
industry segments: Pipeline, Exploration and Production and Petrochemical and
Industrial.
Consolidated revenue for the quarter was $284.1 million, an increase of
6% over the prior quarter and 54% over the first quarter of 2004. Net income
for the quarter was $17.8 million ($0.24 per share) compared to net income of
$3.6 million ($0.05 per share) in the corresponding quarter of last year and a
net loss of $78.1 million ($1.05 per share) in the prior quarter. The prior
quarter net loss included losses from the Mobile, Alabama plant totaling
$93.7 million, inclusive of an asset impairment charge of $50.4 million.
In the Pipeline segment, revenue for the quarter of $218.4 million
compares to $137.8 million in the corresponding quarter of last year and
$211.5 million in the prior quarter. Revenue at Bredero Shaw increased during
the quarter on the strength of higher activity levels at the North Sea plants
and at the North American small-diameter operations along with the
commencement of pipe-coating projects in Africa and Trinidad. Canusa - CPS and
Shaw Pipeline Services also experienced good levels of business activity in
the quarter, supported by strong project activity. Income from operations for
the pipeline segment totaled $24.8 million in the quarter compared to
$8.5 million in the corresponding quarter of last year. Excluding the impact
of the Mobile results, operating earnings were $28.0 million, an increase of
6% over the prior quarter on a comparable basis.
In the Exploration and Production segment, revenue for the quarter
totaled $34.9 million representing increases over the first quarter of last
year and the prior quarter of 122% and 13%, respectively. Activity levels
remained high at Guardian during the quarter and OMSCO experienced sales
growth of 24% over the previous quarter as the growing global rig count
continued to translate into new orders for OMSCO's products. Income from
operations for the segment totaled $5.6 million in the quarter compared to
$224 thousand in the first quarter of last year and $5.8 million in the fourth
quarter of 2004.
In the Petrochemical and Industrial segment, revenue in the quarter of
$31.2 million was only slightly higher than the first quarter of the previous
year but 17% over the prior quarter as both DSG-Canusa and ShawFlex continued
to enjoy strengthening demand for their products. Income from operations for
the segment increased to $3.8 million in the quarter from $3.5 million in the
first quarter of last year on the strength of revenue growth together with
improved margins in the wire and cable business.

Finance

Financial and corporate costs consist of corporate office costs not
charged to the operating divisions and other non-operating items including
foreign exchange gains and losses on cash balances. Financial and corporate
costs before foreign exchange losses of $576 thousand, totaled $4.1 million in
the quarter compared to $4.3 million in the prior quarter, before foreign
exchange gains of $242 thousand.
Net interest expense totaled $1.1 million in the quarter, compared to
$1.1 million in the prior quarter and $1.3 million in the first quarter of
2004 and reflected the impact of a more favourable exchange rate on the
translation of interest on the Company's U.S. Dollar-denominated Senior Notes.
Income tax expense was $11.0 million in the quarter compared to
$14.5 million in the prior quarter and $3.1 million in the corresponding
quarter of last year. The reduction of losses at the Company's Mobile plant,
losses which are not being tax-effected, has resulted in a tax rate closer to
the average expected rate of 35% to 38% than in past quarters.

Cash Flow

Cash flow generated from operating activities, before investments in
working capital and other, totaled $31.2 million in the quarter compared to
$6.1 million in the first quarter of last year with the improvement due to the
increased profitability in the period. $44.4 million was invested in working
capital during the quarter, mainly in receivables and inventories to support
higher business levels, while working capital and other was reduced by
$4.7 million in the first quarter of last year.
Capital expenditures for the quarter totaled $5.2 million compared to
$7.9 million in the corresponding quarter of last year and included continuing
development work on new pipe-coating plants in Indonesia, Nigeria and Ghana.
Cash flow generated from financing activities on the exercise of stock
options totaled $71 thousand in the quarter compared to $356 thousand in the
first quarter of 2004.

Liquidity and Capitalization

At March 31, 2005, the Company recorded a working capital ratio of 1.85
to 1 compared to 1.69 to 1 at December 31, 2004. Operating working capital,
excluding cash and cash equivalents, increased $43.3 million in the quarter to
$115.8 million with the increase primarily representing investments in
receivables and inventories to support higher activity levels in the quarter.
As a result, cash and cash equivalents decreased $18.7 million in the quarter
to $53.3 million.

Financial Instruments

The Company manages interest rate risk and foreign exchange risk through
the use of derivative financial instruments including foreign exchange option
contracts and forward exchange contracts. These instruments are used to hedge
exposures related to commercial activities only. The Company does not use them
for speculative purposes. Short-term movements on financial instruments
acquired as a hedge of a specific foreign currency purchase obligation or
revenue source are deferred and matched with the specific transaction.
At March 31, 2005, the Company had notional amounts of $81.8 million of
forward contracts outstanding (December 31, 2004 - $67.2 million) with a fair
value of $261 thousand (December 31, 2004 - $214 thousand). These amounts are
used to express the volume of transactions and are not recognized in the
consolidated financial statements.

Critical Accounting Estimates

The preparation of the consolidated financial statements in conformity
with Canadian Generally Accepted Accounting Principles ("GAAP") requires
management to make estimates and assumptions that affect the amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenue and
expenses during the period. These estimates and assumptions are made with
management's best judgment given the information available at the time,
however, actual results could differ from the estimates. Critical estimates
used in preparing the consolidated financial statements were materially
unchanged during the quarter.

Risks and Uncertainties

Operating in an international environment, servicing predominantly the
oil and gas industry, ShawCor faces a number of business risks and
uncertainties that could materially adversely affect the Company's
projections, business, results of operations and financial condition. There
were no material changes in the nature or magnitude of such business risks
during the quarter.

Contractual Obligations

There were no material changes to the Company's contractual obligation
during the quarter, other than those that would be expected in the ordinary
course of business.

Summary of Quarterly Results

The following is selected financial information for the nine most
recently completed quarters:

-------------------------------------------------------------------------
(In thousands of          First    Second    Third    Fourth   Full Year
Canadian dollars except
per share amounts)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Revenue
  2005                 $ 284,097 $       - $       - $       - $       -
  2004                   183,899   201,947   208,862   268,722   863,430
  2003                   235,664   215,456   178,323   194,954   824,397
-------------------------------------------------------------------------
Income (loss) from
 operations
  2005                    29,583         -         -         -         -
  2004                     7,829     1,166    (5,386)  (11,754)   (8,145)
  2003                    20,224    17,192     2,889    12,308    52,613
-------------------------------------------------------------------------
Asset impairment charges
  2005                         -         -         -         -         -
  2004                         -         -         -   (50,390)  (50,390)
  2003                         -         -         -         -         -
-------------------------------------------------------------------------
Net income (loss)
  2005                    17,758         -         -         -         -
  2004                     3,585    (3,489)   (8,658)  (78,099)  (86,661)
  2003                    10,622     8,596        97     5,036    24,351
-------------------------------------------------------------------------
Basic earnings (loss) per
 share (Classes A and B)
  2005                      0.24
  2004                      0.05     (0.05)    (0.11)    (1.05)    (1.16)
  2003                      0.15      0.13      0.00      0.07      0.35
-------------------------------------------------------------------------
Fully diluted earnings
 (loss) per share
 (Classes A and B)
  2005                      0.24         -         -         -         -
  2004                      0.05     (0.05)    (0.11)    (1.05)    (1.16)
  2003                      0.15      0.12      0.00      0.07      0.34
-------------------------------------------------------------------------
-------------------------------------------------------------------------

The following are key factors affecting the comparability of quarterly
financial results.
The Company's business is heavily leveraged toward major oil and gas
pipeline projects, the timing of which can have significant impacts on any
given quarter. Due to the Company's large foreign operations, fluctuations in
foreign exchange rates can also impact quarterly results.
In November 2004, the Company announced the closure of its Mobile,
Alabama facility. This event had a significant impact on the financial results
for the fourth quarter of 2004.

Outstanding Share Capital

As at April 21, 2005, the Company had 61,362,008 Class A Subordinate
Voting Shares ("Class A") outstanding and 13,730,165 Class B Multiple Voting
Shares ("Class B") outstanding. Each Class B share is convertible into a Class
A share at the option of the holder. In addition, as at April 21, 2005, the
Company had stock options outstanding to purchase up to 2,877,624 Class A
shares.

Outlook

The outlook for the markets served by ShawCor remains favourable as
evidenced by the backlog of orders which stood at $482 million on March 31,
some $8 million higher than last quarter. While small-diameter pipeline
activity remains strong in North America, the large diameter transmission
segment is flat. This contrasts with our international markets where project
pipeline activity continues at a good pace. Market trends supported by surging
energy demand point to improvement in the North American pipeline outlook,
however, we do not expect any upturn in the large-diameter segment until 2006
at the earliest.

This document contains forward-looking statements, which are subject to
certain risks and uncertainties that could cause actual results to differ
materially from those reflected in such statements.

Other information relating to the Company, including its Annual
Information Form, is available on SEDAR at www.sedar.com.

ShawCor will be hosting a Shareholder and Analyst Conference Call and
Webcast on Friday, May 6, 2005 at 10:00 a.m. EDT to discuss the Company's
First Quarter 2005 Financial Results. Please visit our website at
www.shawcor.com under "Investor Relations" for further details.



SHAWCOR LTD.
INTERIM FINANCIAL INFORMATION (Unaudited)
(in thousands of Canadian dollars except per share data)

CONSOLIDATED STATEMENTS OF INCOME

                                                      Three Months Ended
                                                           March 31
                                                    ---------------------
                                                       2005       2004
                                                    ---------- ----------

Revenue                                             $ 284,097  $ 183,899
                                                    ---------- ----------
Operating expenses                                    240,004    160,714
Amortization                                           13,154     14,861
Research and development                                1,812      1,512
                                                    ---------- ----------
                                                      254,970    177,087
                                                    ---------- ----------
Share of earnings in associated company                   456      1,017
                                                    ---------- ----------
Income from operations                                 29,583      7,829
Interest expense (note 4)                               1,068      1,345
                                                    ---------- ----------
Income before income taxes and
 non-controlling interest                              28,515      6,484
Income taxes                                           10,979      3,102
                                                    ---------- ----------
Income before non-controlling interest                 17,536      3,382
Non-controlling interest                                  222        203
                                                    ---------- ----------

Net income                                          $  17,758  $   3,585
                                                    ---------- ----------
                                                    ---------- ----------

Earnings per share Class A and B - Basic            $    0.24  $    0.05
                                                    ---------- ----------
                                                    ---------- ----------

Earnings per share Class A and B - Diluted          $    0.24  $    0.05
                                                    ---------- ----------
                                                    ---------- ----------

-------------------------------------------------------------------------

SEGMENTED INFORMATION                                 Three Months Ended
                                                           March 31
                                                    ---------------------
Revenue                                                2005        2004
                                                    ---------- ----------

  Pipeline                                          $ 218,416  $ 137,841
  Exploration and Production                           34,927     15,708
  Petrochemical and Industrial                         31,180     30,757
  Intersegment Eliminations                              (426)      (407)
                                                    ---------- ----------
                                                    $ 284,097  $ 183,899
                                                    ---------- ----------
                                                    ---------- ----------

Income (loss) from operations
  Pipeline                                          $  24,848  $   8,538
  Exploration and Production                            5,606        224
  Petrochemical and Industrial                          3,811      3,514
  Financial and Corporate                              (4,682)    (4,447)
                                                    ---------- ----------
                                                    $  29,583  $   7,829
                                                    ---------- ----------
                                                    ---------- ----------



SHAWCOR LTD.
INTERIM FINANCIAL INFORMATION (Unaudited)
(in thousands of Canadian dollars)

CONSOLIDATED STATEMENTS OF CASH FLOW

                                                      Three Months Ended
                                                            March 31
                                                    ---------------------
                                                        2005       2004
                                                    ---------- ----------

Operating activities:
  Net income                                        $  17,758  $   3,585
  Items not requiring an outlay of cash:
    Amortization                                       13,154     14,861
    Gain on disposal of investment in shares                -       (185)
    Change in deferred project costs                    1,172     (9,085)
    Future income taxes                                  (246)    (3,647)
    Non-controlling interest in earnings of
     subsidiaries                                        (222)      (203)
    Share of earnings of associated company              (456)       802
    Change in non-cash working capital and other      (44,395)     4,657
                                                    ---------- ----------
Cash provided by (used in) operating activities       (13,235)    10,785
                                                    ---------- ----------

Investing activities:
  Additions to property, plant and equipment           (5,240)    (7,939)
  Proceeds on disposal of property, plant and
   equipment                                               16        186
  Proceeds on disposal of investment in shares              -        285
                                                    ---------- ----------
Cash used in by investing activities                   (5,224)    (7,468)
                                                    ---------- ----------

Financing activities:
  Issue of shares                                          71        363
  Dividends paid to non-controlling shareholders
   of subsidiaries                                          -         (7)
                                                    ---------- ----------
Cash provided by financing activities                      71        356
                                                    ---------- ----------

Foreign exchange on foreign cash and
 cash equivalents                                        (278)     1,819
                                                    ---------- ----------

Net increase (decrease) in cash position during
 the period                                           (18,666)     5,492

Cash and cash equivalents at beginning of period       72,002     80,260
                                                    ---------- ----------

Cash and cash equivalents at end of period          $  53,336  $  85,752
                                                    ---------- ----------
                                                    ---------- ----------



SHAWCOR LTD.
INTERIM FINANCIAL INFORMATION (Unaudited)
(in thousands of Canadian dollars)

CONSOLIDATED BALANCE SHEETS

                                          Mar. 31    Dec. 31    Mar. 31
                                            2005       2004       2004
                                         ---------- ---------- ----------

Assets
Current assets
  Cash and cash equivalents              $  53,336  $  72,002  $  85,752
  Accounts receivable                      196,034    172,801    175,074
  Inventories                              103,710     94,444     66,424
  Prepaid expenses                           9,632     10,889     16,332
  Future income taxes                        5,028      5,010        310
                                         ---------- ---------- ----------
                                           367,740    355,146    343,892
Property, plant and equipment, net         213,705    222,765    305,620
Goodwill                                   175,408    176,393    189,776
Investment in associated company             4,694      4,226      3,353
Other assets (note 5)                       16,152     17,549     34,698
                                         ---------- ---------- ----------
                                         $ 777,699  $ 776,079  $ 877,339
                                         ---------- ---------- ----------
                                         ---------- ---------- ----------

Liabilities
Current liabilities
  Accounts payable and accrued
   liabilities                             170,820    188,591    164,754
  Taxes payable                             27,833     22,142     24,717
                                         ---------- ---------- ----------
                                           198,653    210,733    189,471
Long-term debt                              90,683     90,360    100,035
Future income taxes                         27,878     28,262     25,387
Non-controlling interest in subsidiaries     3,105      3,318      3,751
                                         ---------- ---------- ----------
                                           320,319    332,673    318,644
                                         ---------- ---------- ----------

Shareholders' Equity
Capital stock (note 8)                     207,576    206,904    206,874
Contributed surplus (note 9)                 7,196      7,196      5,803
Retained earnings                          318,573    300,815    397,421
Cumulative translation account             (75,965)   (71,509)   (51,403)
                                         ---------- ---------- ----------
                                           457,380    443,406    558,695
                                         ---------- ---------- ----------
                                         $ 777,699  $ 776,079  $ 877,339
                                         ---------- ---------- ----------
                                         ---------- ---------- ----------



SHAWCOR LTD.
INTERIM FINANCIAL INFORMATION (Unaudited)
(in thousands of Canadian dollars)

CONSOLIDATED STATEMENTS OF RETAINED EARNINGS

                                                     Three Months Ended
                                                           March 31
                                                    ---------------------
                                                       2005       2004
                                                    ---------- ----------

Balance at beginning of period                      $ 300,815  $ 396,037
Adjustment for stock based compensation                     -     (2,201)
                                                    ---------- ----------
Balance at beginning of period, adjusted            $ 300,815  $ 393,836
Net income                                             17,758      3,585
                                                    ---------- ----------
Balance at end of period                            $ 318,573  $ 397,421
                                                    ---------- ----------
                                                    ---------- ----------



ShawCor Ltd.
Notes to the Consolidated Financial Statements (Unaudited)

1.  Accounting policies

The accompanying unaudited interim consolidated financial statements of
ShawCor Ltd. (the "Company") have been prepared in accordance with
Canadian generally accepted accounting principles ("GAAP") for the
preparation of interim financial statements. They do not include all of
the information and disclosures required by GAAP for annual consolidated
financial statements. These unaudited interim financial statements have
been prepared in accordance with accounting policies outlined in the
Company's audited financial statements for the year ended
December 31, 2004. Accordingly, these interim financial statements should
be read in conjunction with the Company's annual consolidated financial
statements.

2.  Stock-based compensation

On March 1, 2005, the Board of Directors approved the granting of
504,400 stock options under the 2001 Employee Plan and 32,500 stock
options under the 2001 Director Plan. The average fair value of the stock
options, calculated using the Black-Scholes pricing model, was
$3.0 million. The options granted under the 2001 Director Plan vest
immediately and as a result, the fair value of the options are charged to
compensation cost immediately. The fair value of options granted under
the 2001 Employee Plan will be amortized to compensation expense over the
5 year vesting period of the options. The assumptions used in calculating
the fair value of the options are as follows: expected life of options
from 3.25 years to 8.25 years, expected stock price volatility ranges
from 25% to 34%, expected dividend yield 0.46%, and risk free interest
rate ranging from 3.48% to 4.04% over the life of the options. The
compensation cost recognized in the accounts for the three months ended
March 31, 2005 is $601 thousand (March 31, 2004 - $576 thousand).

3.  Foreign exchange gains and losses

Included in income from operations for the three months ended March 31,
2005 are foreign exchange losses totaling $576 thousand (March 31, 2004 -
$380 thousand gain).

4.  Interest expense (income)

                                                     Three Months Ended
                                                           Mar. 31
(in thousands of Canadian dollars)                   2005          2004
-------------------------------------------------------------------------
Interest income on short-term deposits           $    (486)    $    (277)
Interest on bank indebtedness                          147           189
Interest on long-term debt                           1,407         1,433
                                             ----------------------------
                                                 $   1,068     $   1,345
                                             ----------------------------
                                             ----------------------------

Net interest paid during the three months ended March 31, 2005 totaled
$984 thousand (March 31, 2004 - $1.1 million).

5.  Other assets

(in thousands of                   Mar. 31,      Dec. 31,       Mar. 31,
 Canadian dollars)                   2005          2004           2004
-------------------------------------------------------------------------
Long-term investment            $    2,875     $    2,875     $    1,917
Deferred financing costs             2,517          2,627          3,136
Deferred project costs               6,129          7,260         21,054
Future income taxes                  4,631          4,787          8,591
                               ------------------------------------------
 Total                          $   16,152     $   17,549     $   34,698
                               ------------------------------------------
                               ------------------------------------------

Other assets include a long-term investment in Garneau Inc., a Canadian-
based, publicly traded pipecoating company with a market value of
$2.5 million at March 31, 2005.

6.  Derivative Financial Instruments

Foreign exchange options and forward exchange contracts are used to hedge
foreign exchange exposures related to commercial activities. They are not
used by the Company for speculative purposes. At March 31, 2005, the
Company had notional amounts of $81.8 million of forward contracts
outstanding (December 31, 2004 - $67.2 million) with a fair value of
$261 thousand (December 31, 2004 - $214 thousand). These amounts are used
to express the volume of transactions and are not recognized in the
consolidated financial statements.

The Company entered into a series of forward contracts during the quarter
to hedge expected foreign currency cash flows related to the Langeled
project in Norway, with maturities between September, 2005 and June,
2006. These financial instruments are contracted with a major, chartered
bank; as a result, credit and liquidity risks related to these
instruments are considered to be low.

7.  Bank indebtedness

As at March 31, 2005, the Company had unused operating lines of credit of
$184.8 million, net of $11.4 million in bank indebtedness and
$63.7 million for various types of standby letters of credit for
performance and bid bonds.

8.  Capital stock

(in thousands except               Mar. 31,      Dec. 31,      Mar. 31,
 share information)                  2005          2004          2004
-------------------------------------------------------------------------
Number of shares: Class A
Balance, beginning of the
 period                           61,224,968    61,206,202    61,206,202
Issued - stock options               121,240        44,736        36,775
Conversion Class B to A               15,800        24,030         4,800
Share issuance                             -             -             -
Purchases under Normal Course
 Issuer Bid                                -       (50,000)            -
                               ------------------------------------------
Balance, end of the period        61,362,008    61,224,968    61,247,777
                               ------------------------------------------
Number of shares: Class B         13,730,165    13,745,965    13,765,195
                               ------------------------------------------
Total number of shares Class A
 and Class B                      75,092,173    74,970,933    75,012,972
                               ------------------------------------------
                               ------------------------------------------

Stated Value: Class A
Balance, beginning of the
 period                         $    205,849  $    205,454  $    205,454
Issued - stock options                   672           561           363
Conversion Class B to A                    1             2             1
Share issuance                             -             -             -
Purchases under Normal Course
 Issuer Bid                                -          (168)            -
                               ------------------------------------------
Balance, end of the period      $    206,522  $    205,849  $    205,818
                               ------------------------------------------
Stated Value: Class B                  1,054         1,055         1,056
                               ------------------------------------------
Total stated value Class A
 and Class B                    $    207,576  $    206,904  $    206,874
                               ------------------------------------------
                               ------------------------------------------

9.  Contributed surplus

                                                     Three Months Ended
                                                           Mar. 31
(in thousands of Canadian dollars)                   2005          2004
-------------------------------------------------------------------------
Balance, beginning of period                   $     7,196   $     3,027
Adjustment for stock-based compensation                  -         2,201
Stock compensation expense                             601           575
Fair value of stock options exercised                 (601)            -
                                             ----------------------------
Balance, end of period                         $     7,196   $     5,803
                                             ----------------------------
                                             ----------------------------

10. Segmented information
                                                    Three Months Ended
(in thousands of Canadian dollars)                        Mar. 31
------------------------------------          ---------------------------
Revenue                                             2005          2004
                                              ------------- -------------
  Pipeline                                     $   218,416   $   137,841
  Exploration and Production                        34,927        15,708
  Petrochemical and Industrial                      31,180        30,757
  Intersegment Eliminations                           (426)         (407)
                                              ------------- -------------
                                               $   284,097   $   183,899
                                              ------------- -------------
                                              ------------- -------------
Income (loss) from operations
  Pipeline                                     $    24,848   $     8,538
  Exploration and Production                         5,606           224
  Petrochemical and Industrial                       3,811         3,514
  Financial and Corporate                           (4,682)       (4,447)
                                              ------------- -------------
                                               $    29,583   $     7,829
                                              ------------- -------------
                                              ------------- -------------
Goodwill
  Pipeline                                     $   156,722   $   170,351
  Petrochemical and Industrial                      18,686        19,425
                                              ------------- -------------
                                               $   175,408   $   189,776
                                              ------------- -------------
                                              ------------- -------------
Total assets
  Pipeline                                     $   854,922   $   931,456
  Exploration and Production                        81,756        61,471
  Petrochemical and Industrial                      75,853        80,825
  Financial and Corporate                          789,320       832,972
  Elimination                                   (1,024,152)   (1,029,388)
                                              ------------- -------------
                                               $   777,699   $   877,336
                                              ------------- -------------
                                              ------------- -------------

11. Employee future benefits

The Company's cost under both defined benefit and defined contribution
arrangements for the three months ended March 31, 2005 is $2.0 million
(March 31, 2004 - $1.9 million).

12. Closure of Mobile, Alabama facility

On November 2, 2004, the Company announced its decision to close the
Mobile, Alabama pipe-coating facility. The closure is on schedule and
plant operations are winding down as projects under contract are
completed. It is expected that work at the plant will cease by the end of
the second quarter, except for load-out of remaining coated pipe, which
is expected to extend into the third quarter of the year. In addition to
overhead costs associated with the completion of the remaining contracts,
fixed costs of approximately $1.5 million per annum will continue to be
incurred until the site is vacated. The Mobile facility is a component of
the pipeline market segment.

The following table summarizes the financial results of the Mobile
facility for the past nine quarters:

-------------------------------------------------------------------------
(In thousands of
 Canadian dollars)        First    Second     Third     Fourth  Full Year
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Revenue
  2005                  $ 15,319  $      -  $      -  $      -  $      -
  2004                    12,384    12,717    17,688    21,174    63,963
  2003                    29,870    18,558    13,931    16,852    79,211
-------------------------------------------------------------------------
Loss from operations
  2005                    (3,175)        -         -         -         -
  2004                    (6,226)  (12,894)  (14,932)  (43,336)  (77,388)
  2003                    (2,100)   (8,196)   (5,582)   (4,626)  (20,504)
-------------------------------------------------------------------------
Asset impairment charges
  2005                         -         -         -         -         -
  2004                         -         -         -   (50,390)  (50,390)
  2003                         -         -         -         -         -
-------------------------------------------------------------------------
Loss from operations after
 asset impairment charges
  2005                    (3,175)        -         -         -         -
  2004                    (6,226)  (12,894)  (14,932)  (93,726) (127,778)
  2003                    (2,100)   (8,196)   (5,582)   (4,626)  (20,504)
-------------------------------------------------------------------------
-------------------------------------------------------------------------

13. Income taxes

Net income taxes paid during the three months ended March 31, 2005
totaled $5.5 million (March 31, 2004 - net refund of $661 thousand).

14. Comparative figures

Comparative figures have been reclassified where necessary to correspond
with the current year's presentation.
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