Exhibit 99.1
IPSCO Inc.
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(refiled under U.S. GAAP - unaudited)
(thousands of United States Dollars except for share, per share and ton data)
|
| For the Three Months Ended |
| |||||
|
| March 31 |
| March 31 |
| |||
|
| 2005 |
| 2004 |
| |||
Plate and Coil Tons Produced (thousands) |
| 817.5 |
| 791.4 |
| |||
Finished Tons Shipped (thousands) |
| 855.8 |
| 937.1 |
| |||
|
|
|
|
|
| |||
Sales |
| $ | 766,738 |
| $ | 503,867 |
| |
Cost of sales |
|
|
|
|
| |||
Manufacturing and raw material |
| 479,349 |
| 401,600 |
| |||
Depreciation of capital assets |
| 19,802 |
| 19,862 |
| |||
|
| 499,151 |
| 421,462 |
| |||
Gross income |
| 267,587 |
| 82,405 |
| |||
Selling, research and administration |
| 18,337 |
| 15,746 |
| |||
Operating income |
| 249,250 |
| 66,659 |
| |||
Other expenses (income): |
|
|
|
|
| |||
Interest on long-term debt |
| 10,728 |
| 15,317 |
| |||
Net interest income |
| (2,783 | ) | (698 | ) | |||
Foreign exchange loss (gain) |
| (394 | ) | 166 |
| |||
Other |
| (95 | ) | 482 |
| |||
Income Before Income Taxes |
| 241,794 |
| 51,392 |
| |||
Income Tax Expense |
| 87,026 |
| 20,402 |
| |||
Net Income |
| $ | 154,768 |
| $ | 30,990 |
| |
Cumulative translation adjustment |
| 1,959 |
| (19,505 | ) | |||
Fair value of derivatives, net of tax |
| 4,041 |
| (90 | ) | |||
Comprehensive Income |
| $ | 160,768 |
| $ | 11,395 |
| |
Earnings Per Common Share | - Basic |
| $ | 3.11 |
| $ | 0.65 |
|
| - Diluted |
| $ | 3.06 |
| $ | 0.56 |
|
Denominator for Basic Earnings per Common Share (thousands) |
| 49,796 |
| 47,863 |
| |||
Denominator for Diluted Earnings per Common Share (thousands) |
| 50,543 |
| 60,399 |
|
CONSOLIDATED STATEMENTS OF RETAINED EARNINGS (refiled under U.S. GAAP - unaudited)
(thousands of United States Dollars)
|
| For the Three Months Ended |
| ||||
|
| March 31 |
| March 31 |
| ||
|
| 2005 |
| 2004 |
| ||
|
|
|
|
|
| ||
Retained Earnings at Beginning of Period |
| $ | 884,859 |
| $ | 439,453 |
|
Net Income |
| 154,768 |
| 30,990 |
| ||
Common Share Repurchase |
| (13,370 | ) | — |
| ||
Dividends on Common Shares |
| (4,958 | ) | (1,809 | ) | ||
Retained Earnings at End of Period |
| $ | 1,021,299 |
| $ | 468,634 |
|
IPSCO Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (refiled under U.S. GAAP - unaudited)
(thousands of United States Dollars)
|
| For the Three Months Ended |
| ||||
|
| March 31 |
| March 31 |
| ||
|
| 2005 |
| 2004 |
| ||
Operating Activities |
|
|
|
|
| ||
Net income |
| $ | 154,768 |
| $ | 30,990 |
|
Adjustments to reconcile net income to net cash flows from operating activities |
|
|
|
|
| ||
Stock-based compensation |
| 458 |
| 168 |
| ||
Depreciation of capital assets |
| 19,802 |
| 19,862 |
| ||
Amortization of deferred charges |
| 370 |
| 332 |
| ||
Deferred income taxes |
| 39,589 |
| 11,795 |
| ||
Changes in operating assets and liabilities |
|
|
|
|
| ||
Accounts receivable, less allowances |
| 25,526 |
| (48,163 | ) | ||
Inventories |
| 6,416 |
| (4,760 | ) | ||
Other |
| 2,580 |
| (189 | ) | ||
Accounts payable and accrued charges |
| (38,494 | ) | 25,982 |
| ||
Change in deferred pension liability |
| 1,092 |
| 828 |
| ||
Income taxes payable |
| (60,850 | ) | 671 |
| ||
Net cash provided by operations |
| 151,257 |
| 37,516 |
| ||
Investing Activities |
|
|
|
|
| ||
Expenditures for capital assets |
| (13,358 | ) | (8,322 | ) | ||
Proceeds from (issuance of) mortgage receivable, net |
| 1,457 |
| (5,851 | ) | ||
Investments |
| (170 | ) | (209 | ) | ||
Net cash used for investing activities |
| (12,071 | ) | (14,382 | ) | ||
Financing Activities |
|
|
|
|
| ||
Common share dividends |
| (4,958 | ) | (1,809 | ) | ||
Common shares issued pursuant to share option plan |
| 10,929 |
| 553 |
| ||
Common share repurchase |
| (16,261 | ) | — |
| ||
Repayment of long-term debt |
| (4,589 | ) | (4,589 | ) | ||
Net cash used for financing activities |
| (14,879 | ) | (5,845 | ) | ||
Effect of exchange rate changes on cash and cash equivalents |
| 2,441 |
| 4,505 |
| ||
Increase in Cash and Cash Equivalents |
| 126,748 |
| 21,794 |
| ||
Cash and Cash Equivalents at Beginning of Period |
| 354,774 |
| 131,359 |
| ||
Cash and Cash Equivalents at End of Period |
| $ | 481,522 |
| $ | 153,153 |
|
IPSCO Inc.
CONSOLIDATED BALANCE SHEETS (refiled under U.S. GAAP - unaudited)
(thousands of United States Dollars)
|
| March 31 |
| December 31 |
| ||
|
| 2005 |
| 2004 |
| ||
Current Assets |
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 481,522 |
| $ | 354,774 |
|
Accounts receivable, less allowances |
| 318,664 |
| 339,821 |
| ||
Inventories |
| 427,024 |
| 434,436 |
| ||
Deferred income taxes |
| 43,000 |
| 45,212 |
| ||
Other |
| 5,568 |
| 8,212 |
| ||
|
| 1,275,778 |
| 1,182,455 |
| ||
Non-Current Assets |
|
|
|
|
| ||
Capital assets |
| 1,059,455 |
| 1,068,589 |
| ||
Other |
| 39,952 |
| 40,421 |
| ||
|
| 1,099,407 |
| 1,109,010 |
| ||
Total Assets |
| $ | 2,375,185 |
| $ | 2,291,465 |
|
|
|
|
|
|
| ||
Current Liabilities |
|
|
|
|
| ||
Accounts payable and accrued charges |
| $ | 207,908 |
| $ | 247,281 |
|
Income and other taxes payable |
| 29,006 |
| 90,656 |
| ||
Current portion of long-term debt |
| 90,652 |
| 18,107 |
| ||
|
| 327,566 |
| 356,044 |
| ||
Long-Term Liabilities |
|
|
|
|
| ||
Long-term debt |
| 435,994 |
| 513,651 |
| ||
Other |
| 31,934 |
| 31,934 |
| ||
Deferred income taxes |
| 142,885 |
| 103,979 |
| ||
|
| 610,813 |
| 649,564 |
| ||
Shareholders’ Equity |
|
|
|
|
| ||
Common shares |
| 432,876 |
| 424,826 |
| ||
Contributed surplus |
| 1,948 |
| 1,489 |
| ||
Retained earnings |
| 1,021,299 |
| 884,859 |
| ||
Accumulated other comprehensive loss |
| (19,317 | ) | (25,317 | ) | ||
|
| 1,436,806 |
| 1,285,857 |
| ||
Total Liabilities and Shareholders’ Equity |
| $ | 2,375,185 |
| $ | 2,291,465 |
|
IPSCO Inc.
NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)
(thousands of United States Dollars)
1. Effective with the fourth quarter of 2005, the Company prepares its financial statements in accordance with the generally accepted accounting principles (GAAP) of the United States. The 2005 first quarter consolidated financial statements and notes are refiled in U.S. GAAP in accordance with regulatory requirements. A reconciliation of the differences between GAAP in Canada and the United States as they apply to the Company is provided in note 8.
These unaudited consolidate financial statements should be read in the context of the consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in the Company’s 2005 Annual Report on Form 10-K. In the opinion of the Company, the information furnished herein reflects all known accruals and adjustments necessary for a fair statement of the results for the periods reported herein. All such adjustments are of a normal recurring nature.
2. Inventories
|
| March 31 |
| December 31 |
| ||
Finished goods |
| $ | 138,541 |
| $ | 133,250 |
|
Work-in-process |
| 164,570 |
| 156,531 |
| ||
Raw materials |
| 62,696 |
| 86,218 |
| ||
Supplies |
| 61,217 |
| 58,437 |
| ||
|
| $ | 427,024 |
| $ | 434,436 |
|
3. Pension cost attributable to the Company’s pension plans is as follows:
|
| For the Three Months Ended |
| ||||
|
| March 31 |
| March 31 |
| ||
|
| 2005 |
| 2004 |
| ||
Defined benefit plans |
| $ | 2,747 |
| $ | 2,446 |
|
Defined contribution plans |
| 1,294 |
| 883 |
| ||
|
| $ | 4,041 |
| $ | 3,329 |
|
4. The restricted shares and performance units vest at the end of three years based on continued employment and achievement of certain Company performance objectives. Restricted shares are entitled to dividends declared on common shares during the vesting period and, upon vesting, performance units are entitled to an amount equal to dividends declared during the vesting period. The fair value of the grants is being amortized to compensation expense over the vesting period. Compensation expense of $458, and $168 has been recorded in the three month periods ended March 31, 2005 and March 31, 2004, respectively.
The following table summarizes information on share capital and related matters at March 31, 2005:
|
| Outstanding |
| Vested |
|
Common shares |
| 49,977,275 |
|
|
|
Common shares - year-to-date weighted average |
| 49,796,251 |
|
|
|
Common share stock options |
| 670,970 |
| 662,636 |
|
Restricted shares |
| 171,504 |
| — |
|
Performance units |
| 133,985 |
| — |
|
The Company issued 534,095 and 43,750 common shares in the quarters ended March 31, 2005 and 2004, respectively, as a result of option exercises.
In March 2005, the Company filed a normal course issuer bid which entitles the Company to acquire approximately 4.2 million of its common shares between March 16, 2005 and March 15, 2006. All purchases will be made on the open market at the market price at the time of the purchase. All shares purchased under the bid will be cancelled. During the quarter ended March 31, 2005, 294,000 common shares were purchased for $16.3 million.
5. The Company is organized and managed as a single business segment, being steel products, and the Company is viewed as a single operating segment by the chief operating decision maker for the purposes of resource allocation and assessing performance.
Financial information on the Company’s geographic areas follows. Sales are allocated to the country in which the third party customer receives the product.
|
| For the Three Months Ended |
| ||||
|
| March 31 |
| March 31 |
| ||
|
| 2005 |
| 2004 |
| ||
Sales |
|
|
|
|
| ||
Canada |
| $ | 245,509 |
| $ | 215,080 |
|
United States |
| 521,229 |
| 288,787 |
| ||
|
| $ | 766,738 |
| $ | 503,867 |
|
|
| March 31 |
| December 31 |
| ||
|
| 2005 |
| 2004 |
| ||
Capital Assets |
|
|
|
|
| ||
Canada |
| $ | 213,437 |
| $ | 216,254 |
|
United States |
| 846,018 |
| 852,335 |
| ||
|
| $ | 1,059,455 |
| $ | 1,068,589 |
|
|
| For the Three Months Ended |
| ||||
|
| March 31 |
| March 31 |
| ||
|
| 2005 |
| 2004 |
| ||
Sales information by product group is as follows: |
|
|
|
|
| ||
Steel mill products |
| $ | 500,489 |
| $ | 282,171 |
|
Tubular products |
| 266,249 |
| 221,696 |
| ||
|
| $ | 766,738 |
| $ | 503,867 |
|
Tubular product sales volume in the first and second quarters can be negatively impacted by weather conditions in Western Canada.
6. In April 2005, the Company repaid in full the $71.4 million balance outstanding of the 7.32% Series B Senior Notes due April 1, 2009, including prepayment of $57.1 million, and purchased for cancellation $15.0 million of the 8.75% unsecured notes due June 1, 2013, on the open market. The debt repayments resulted in a loss of approximately $6.5 million which will be recognized in April 2005.
7. Certain prior period amounts have been reclassified to conform with the current presentation.
8. Differences between United States and Canadian generally accepted accounting principles
Reconciliation of the line items of the consolidated statements of income and cash flows and the consolidated balance sheets from U.S. GAAP to Canadian GAAP follows. Information on the nature of these adjustments is provided in Note 21 to the Company’s 2005 consolidated financial statements.
CONSOLIDATED STATEMENTS OF INCOME
(thousands of United States Dollars except for share, per share and ton data)
|
| For the Three Months Ended March 31, 2005 |
| For the Three Months Ended March 31, 2004 |
| |||||||||||||||||||
|
| U.S. GAAP |
| Ref |
| Amount |
| Canadian GAAP |
| U.S. GAAP |
| Ref |
| Amount |
| Canadian GAAP |
| |||||||
Plate and Coil Tons Produced (thousands) |
| 817.5 |
|
|
|
|
| 817.5 |
| 791.4 |
|
|
|
|
| 791.4 |
| |||||||
Finished Tons Shipped (thousands) |
| 855.8 |
|
|
|
|
| 855.8 |
| 937.1 |
|
|
|
|
| 937.1 |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Sales |
| $ | 766,738 |
| (a) |
| $ | (20,741 | ) | $ | 745,997 |
| $ | 503,867 |
| (a) |
| $ | (20,959 | ) | $ | 482,908 |
| |
Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Manufacturing and raw material |
| 479,349 |
| (a) |
| (20,741 | ) | 461,941 |
| 401,600 |
| (a) |
| (20,959 | ) | 384,267 |
| |||||||
|
|
|
| (b) |
| 3,471 |
|
|
|
|
| (b) |
| 3,471 |
|
|
| |||||||
|
|
|
| (c) |
| (138 | ) |
|
|
|
| (c) |
| 155 |
|
|
| |||||||
Depreciation of capital assets |
| 19,802 |
| (b) |
| (2,224 | ) | 19,251 |
| 19,862 |
| (b) |
| (2,225 | ) | 18,521 |
| |||||||
|
|
|
| (c) |
| 38 |
|
|
|
|
| (d) |
| 884 |
|
|
| |||||||
|
|
|
| (d) |
| 1,635 |
|
|
|
|
|
|
|
|
|
|
| |||||||
|
| 499,151 |
|
|
| (17,959 | ) | 481,192 |
| 421,462 |
|
|
| (18,674 | ) | 402,788 |
| |||||||
Gross income |
| 267,587 |
|
|
| (2,782 | ) | 264,805 |
| 82,405 |
|
|
| (2,285 | ) | 80,120 |
| |||||||
Selling, general and administration |
| 18,337 |
|
|
|
|
| 18,337 |
| 15,746 |
|
|
|
|
| 15,746 |
| |||||||
Operating income |
| 249,250 |
|
|
| (2,782 | ) | 246,468 |
| 66,659 |
|
|
| (2,285 | ) | 64,374 |
| |||||||
Other expenses (income): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Interest on long-term debt |
| 10,728 |
| (b) |
| (2,194 | ) | 8,534 |
| 15,317 |
| (b) |
| (2,273 | ) | 13,044 |
| |||||||
Net interest income |
| (2,783 | ) | (c) |
| 5 |
| (2,778 | ) | (698 | ) |
|
|
|
| (698 | ) | |||||||
Foreign exchange gain |
| (394 | ) |
|
|
|
| (394 | ) | 166 |
|
|
|
|
| 166 |
| |||||||
Other (income) expenses |
| (95 | ) | (c) |
| 95 |
| — |
| 482 |
| (c) |
| (155 | ) | — |
| |||||||
|
|
|
|
|
|
|
|
|
|
|
| (h) |
| (327 | ) |
|
| |||||||
Income before income taxes |
| 241,794 |
|
|
| (688 | ) | 241,106 |
| 51,392 |
|
|
| 470 |
| 51,862 |
| |||||||
Income tax expense |
| 87,026 |
| (b) |
| 341 |
| 86,778 |
| 20,402 |
| (b) |
| 313 |
| 20,533 |
| |||||||
|
|
|
| (d) |
| (589 | ) |
|
|
|
| (d) |
| (269 | ) |
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
| (h) |
| 87 |
|
|
| |||||||
Net Income |
| $ | 154,768 |
|
|
| $ | (440 | ) | $ | 154,328 |
| $ | 30,990 |
|
|
| $ | 339 |
| $ | 31,329 |
| |
Earnings Per Common Share | - Basic |
| $ | 3.11 |
|
|
|
|
| $ | 3.10 |
| $ | 0.65 |
|
|
|
|
| $ | 0.65 |
| ||
| - Diluted |
| $ | 3.06 |
|
|
|
|
| $ | 3.05 |
| $ | 0.56 |
|
|
|
|
| $ | 0.57 |
| ||
Denominator for Basic Earnings per Common Share (thousands) |
| 49,796 |
|
|
|
|
| 49,796 |
| 47,863 |
|
|
|
|
| 47,863 |
| |||||||
Denominator for Diluted Earnings per Common Share (thousands) |
| 50,543 |
|
|
|
|
| 50,543 |
| 60,399 |
|
|
|
|
| 60,399 |
|
(a) Freight invoiced to customers
(b) 2000 sale-leaseback transaction
(c) Joint venture
(d) Amortization of difference in amounts capitalized
(e) Translation of convenience
(f) Capitalization of interest
(g) Capitalization of commissioning costs
(h) Derivatives
(i) Minimum pension liability
CONSOLIDATED STATEMENTS OF CASH FLOWS
(thousands of United States Dollars)
|
| For the Three Months Ended March 31, 2005 |
| For the Three Months Ended March 31, 2004 |
| ||||||||||||||||||
|
| U.S. GAAP |
| Ref |
| Amount |
| Canadian GAAP |
| U.S. GAAP |
| Ref |
| Amount |
| Canadian GAAP |
| ||||||
Operating Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Net income |
| $ | 154,768 |
|
|
| $ | (440 | ) | $ | 154,328 |
| $ | 30,990 |
|
|
| $ | 339 |
| $ | 31,329 |
|
Adjustments to reconcile net income to net cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Depreciation of capital assets |
| 19,802 |
|
|
| (551 | ) | 19,251 |
| 19,862 |
|
|
| (1,341 | ) | 18,521 |
| ||||||
Amortization of deferred charges |
| 370 |
|
|
|
|
| 370 |
| 332 |
|
|
|
|
| 332 |
| ||||||
Stock based compensation |
| 458 |
|
|
|
|
| 458 |
| 168 |
|
|
|
|
| 168 |
| ||||||
Deferred income taxes |
| 39,589 |
| (b) |
| 341 |
| 39,341 |
| 11,795 |
| (b) |
| 313 |
| 11,926 |
| ||||||
|
|
|
| (d) |
| (589 | ) |
|
|
|
| (d) |
| (269 | ) |
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
| (h) |
| 87 |
|
|
| ||||||
Changes in operating assets and liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Accounts receivable |
| 25,526 |
| (c) |
| 155 |
| 25,681 |
| (48,163 | ) | (c) |
| (72 | ) | (48,235 | ) | ||||||
Inventories |
| 6,416 |
| (c) |
| 32 |
| 6,448 |
| (4,760 | ) | (c) |
| (32 | ) | (4,792 | ) | ||||||
Other current assets |
| 2,580 |
|
|
|
|
| 2,580 |
| (189 | ) |
|
|
|
| (189 | ) | ||||||
Accounts payable and accrued charges |
| (38,494 | ) | (b) |
| (3,312 | ) | (41,999 | ) | 25,982 |
| (b) |
| (3,391 | ) | 22,387 |
| ||||||
|
|
|
| (c) |
| (193 | ) |
|
|
|
| (c) |
| 123 |
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
| (h) |
| (327 | ) |
|
| ||||||
Change in deferred pension liability |
| 1,092 |
|
|
|
|
| 1,092 |
| 828 |
|
|
|
|
| 828 |
| ||||||
Income and other taxes payable |
| (60,850 | ) | (c) |
| 155 |
| (60,695 | ) | 671 |
| (c) |
| 12 |
| 683 |
| ||||||
Net cash provided by operations |
| 151,257 |
|
|
| (4,402 | ) | 146,855 |
| 37,516 |
|
|
| (4,558 | ) | 32,958 |
| ||||||
Investing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Expenditures for capital assets, net of litigation settlement |
| (13,358 | ) | (c) |
| (48 | ) | (13,406 | ) | (8,322 | ) | (c) |
| (295 | ) | (8,617 | ) | ||||||
Proceeds from (issuance of) mortgage receivable, net |
| 1,457 |
|
|
|
|
| 1,457 |
| (5,851 | ) |
|
|
|
| (5,851 | ) | ||||||
Investments |
| (170 | ) | (c) |
| 170 |
| — |
| (209 | ) | (c) |
| 209 |
| — |
| ||||||
Net cash used for investing activities |
| (12,071 | ) |
|
| 122 |
| (11,949 | ) | (14,382 | ) |
|
| (86 | ) | (14,468 | ) | ||||||
Financing Activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Common shares issued pursuant to share option plan |
| 10,929 |
|
|
|
|
| 10,929 |
| 553 |
|
|
|
|
| 553 |
| ||||||
Common share dividends |
| (4,958 | ) |
|
|
|
| (4,958 | ) | (1,809 | ) |
|
|
|
| (1,809 | ) | ||||||
Common share repurchase |
| (16,261 | ) |
|
|
|
| (16,261 | ) | — |
|
|
|
|
| — |
| ||||||
Repayment of long-term debt |
| (4,589 | ) | (b) |
| 4,589 |
| — |
| (4,589 | ) | (b) |
| 4,589 |
| — |
| ||||||
Net cash (used for) provided by financing activities |
| (14,879 | ) |
|
| 4,589 |
| (10,290 | ) | (5,845 | ) |
|
| 4,589 |
| (1,256 | ) | ||||||
Effect of exchange rate changes on cash and cash equivalents |
| 2,441 |
|
|
|
|
| 2,441 |
| 4,505 |
|
|
|
|
| 4,505 |
| ||||||
Increase (decrease) in Cash and Cash Equivalents |
| 126,748 |
|
|
| 309 |
| 127,057 |
| 21,794 |
|
|
| (55 | ) | 21,739 |
| ||||||
Cash and Cash Equivalents at Beginning of Period |
| 354,774 |
| (c) |
| 303 |
| 355,077 |
| 131,359 |
| (c) |
| 208 |
| 131,567 |
| ||||||
Cash and Cash Equivalents at End of Period |
| $ | 481,522 |
|
|
| $ | 612 |
| $ | 482,134 |
| $ | 153,153 |
|
|
| $ | 153 |
| $ | 153,306 |
|
CONSOLIDATED BALANCE SHEETS
(thousands of United States Dollars)
The Company has reclassified amounts previously reported as long-term deferred tax assets to long-term deferred tax liabilities. The reclassification was for $17,016 at March 31, 2005 and for $54,034 at December 31, 2004.