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Technip: First Quarter 2004 Results; Earnings Trend in Line with Full Year Targets; Strong Cash Flow Generation.


Business Editors

PARIS--(BUSINESS WIRE)--May 27, 2004

Technip Technip is a French engineering company, headquartered in La Défense, Paris. It has a workforce of over 21,000 people worldwide, and annual revenues of over 5.3 billion euros (2005, IFRS).  (NYSE NYSE

See: New York Stock Exchange
:TKP TKP Türkiye Komünist Partisi (Communist Party of Turkey; formerly Sosyalist Iktidar Partisi, Party of Socialist Power)
TKP Tulajdonképpen (Hungarian)
TKP Tausender-Kontaktpreis
TKP Tamarind Kernel Powder
):


                                            First Quarter
Euros in millions
(except EPS and E/ADS)                      2004     2003     Change
                                          -------- -------- ----------

--  Backlog at Period End                  6,451    6,091      + 5.9%
--  Revenues                               1,250    1,099     + 13.7%
--  Income from Operations (EBITA)          50.0     44.4     + 12.6%
--  Net Income                              (3.3)    (3.5)     + 5.7%
--  Net Income before Non-Operating
    Items and Goodwill Amortization         26.6     19.3     + 37.8%
--  Fully Diluted EPS (EUR)                 0.97     0.79     + 22.8%
--  Fully Diluted E/ADS ($)                 0.30     0.24     + 25.0%


The Board of Directors of Technip met yesterday and approved the unaudited first quarter 2004 consolidated con·sol·i·date  
v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates

v.tr.
1. To unite into one system or whole; combine:
 accounts.

Daniel Daniel, book of the Bible
Daniel, book of the Bible. It combines "court" tales, perhaps originating from the 6th cent. B.C., and a series of apocalyptic visions arising from the time of the Maccabean emergency (167–164 B.C.
 Valot, Chairman and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , commented: "As expected, Technip's first quarter earnings are up. Strong growth is expected to continue in the second and third quarters, which should allow Technip to attain its full-year target of 35% growth in pre-goodwill net income.

"While net consolidated debt position continued to improve during the first quarter and led to a further reduction in the Group's gearing ratio Gearing Ratio

A general term describing a financial ratio that compares some form of owner's equity (or capital) to borrowed funds. Gearing is a measure of financial leverage, demonstrating the degree to which a firm's activities are funded by owner's funds versus creditor's funds.
, Technip has also re-engineered its financial structure. A new, single five-year revolving credit Revolving Credit

A line of credit where the customer pays a commitment fee and is then allowed to use the funds when they are needed. It is usually used for operating purposes, fluctuating each month depending on the customers current cash flow needs.
 facility of EUR EUR

In currencies, this is the abbreviation for the Euro.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
 850 million has replaced two previously existing credit lines. A seven-year EUR 650 million Eurobond Eurobond

A bond that is denominated in a different currency than the one of the country in which the bond is issued.

Notes:
A eurobond is usually categorized by the currency in which it is denominated, and is usually issued by an international syndicate.
 has also been successfully placed, allowing the Group to extend its debt maturity while taking advantage of the historically low level of long-term Long-term

Three or more years. In the context of accounting, more than 1 year.


long-term

1. Of or relating to a gain or loss in the value of a security that has been held over a specific length of time. Compare short-term.
 interest rates.

"Offshore contract awards were up compared to the same period one year ago. Onshore/Downstream order intake intake /in·take/ (in-tak´) the substances, or the quantities thereof, taken in and utilized by the body.
intake,
n the substance or quantities thereof taken in and used by the body.
 was below the extraordinarily high first quarter 2003 level. For the remainder of the year, prospects for new contract awards remain promising, particularly for offshore developments, major gas projects as well as petrochemical petrochemical, any one of a large group of chemicals derived from a component of petroleum or natural gas. The cracking processes for manufacturing gasoline produce vast quantities of gaseous hydrocarbons.  facilities. In particular, a number of extra-large gas-related projects such as treatment plants, liquefaction liquefaction, change of a substance from the solid or the gaseous state to the liquid state. Since the different states of matter correspond to different amounts of energy of the molecules making up the substance, energy in the form of heat must either be supplied to  units and gas-to-liquids This technology deals with the conversion of natural gas to hydrocarbon liquids such as gasoline or diesel fuel. One method starts with partial oxidation of methane (a component in natural gas) to carbon dioxide, carbon monoxide, hydrogen and water, the carbon monoxide to hydrogen (H  facilities are expected to be awarded to the industry during the next twelve months in the Middle East, Africa and Asia Pacific."

I. OPERATIONAL HIGHLIGHTS

During the first quarter of 2004, Technip's order intake was EUR 876 million (versus a preliminary estimate of EUR 840 million) of which 69.1% related to the Offshore Branch. Listed below are the main contracts which came into force during the quarter along with their approximate ap·prox·i·mate
v.
To bring together, as cut edges of tissue.

adj.
1. Relating to the contact surfaces, either proximal or distal, of two adjacent teeth; proximate.

2. Close together.
 values (Technip's share):

-- a contract awarded by BP for the development of the Greater

Plutonio field, located offshore Angola Angola (ăng-gō`lə), officially Republic of Angola (2005 est. pop. 11,191,000), including the exclave of Cabinda, 481,351 sq mi (1,246,700 sq km), SW Africa.  in Bloc bloc  
n.
1. A group of nations, parties, or persons united for common action: the Communist bloc.

2.
 18, between

1,200 and 1,500 m water depth (EUR 143 million);

-- a contract awarded by Kerr-McGee The Kerr-McGee Corporation was an energy company involved in the exploration and production of oil and gas resources. The company, founded in 1929, had about 1.4 billion U.S. dollars in assets as of March 31, 2006.  Corp. for the engineering and

construction of a Spar floating production platform hull and

the engineering and delivery of the associated moorings moorings
Noun, pl

Naut the ropes and anchors used in mooring a vessel

moorings npl (= chains) → amarras fpl;
(place) → amarradero
 and

production riser system for the Constitution field in the Gulf

of Mexico Mexico, city, Mexico
Mexico or Mexico City, Span. Ciudad de México (Méjico), city (1990 pop. 8,236,960; 1991 met. area est. 20,899,000), central Mexico, capital and largest city of Mexico.
;

-- a contract awarded by Woodside Woodside is the name of several places or entities in the English-speaking world: Australia
  • Woodside, South Australia is a town
  • Woodside, Victoria is another town
  • Woodside Petroleum is an Australian company
Canada
 Energy Ltd. for the Enfield Enfield, borough, Greater London, England
Enfield, outer borough (1991 pop. 249,100) of Greater London, SE England. It is residential, with important concentrations of industry.
 oil

development located offshore Western Australia Western Australia, state (1991 pop. 1,409,965), 975,920 sq mi (2,527,633 sq km), Australia, comprising the entire western part of the continent. It is bounded on the N, W, and S by the Indian Ocean. Perth is the capital.  in the

Carnarvon Carnarvon may refer to:
  • Caernarfon, a small town in north-west Wales ("Carnarvon" is the Anglicised name, obsolete since the 1970s). It provides the title of the Earls of Carnarvon, of whom George Herbert, 5th Earl of Carnarvon is forever associated with Tutankhamun's tomb.
 Basin (EUR 50 million); and

-- two contracts awarded by Shell and Eni ENI Ente Nazionale Idrocarburi (Italy)
ENI Ecole Nationale d'Ingénieurs (French: National Engineer School)
ENI Employee Network Inc.
 for key sub sea

developments (Pierce Pierce may refer to: Places
  • Pierce, Colorado, a US town
  • Pierce, Idaho, a US city
  • Pierce, Nebraska, a US city
  • Pierce, Wisconsin, a US town
  • Mount Pierce (New Hampshire), USA, a peak in the White Mountains
  • Pierce County, several places
 and Stirling Stirling, town, Scotland
Stirling, town (1991 pop. 38,638), Stirling council area, central Scotland, on the Forth River. The center of a large farm district, it has livestock markets and light industries making agricultural machinery, carpets, and meat
, respectively) in the UK

North Sea (EUR 26 million).

As of March 31, 2004, the backlog Backlog

The total value of sales orders waiting to be fulfilled.

Notes:
This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings.
(1) amounted to EUR 6,451 million versus EUR 6,091 million registered at March 31, 2003 (+ 5.9%). Compared to year-end year-end also year·end
n.
The end of a year.

adj.
Occurring or done at the end of the year: a year-end audit.

Noun 1.
 2003, the backlog as of March 31, 2004 was down by EUR 729 million. Almost half of this reduction came from both foreign exchange translation adjustments (approximately EUR 189 million) and changes in the scope of consolidation (approximately EUR 160 million).(2)

The Offshore backlog of EUR 2,775 million increased by over 72.5% compared to its level one year ago and accounted for 43.0% of the Group's overall backlog. The Onshore/Downstream and Industries combined backlog was EUR 3,676 million, compared to EUR 4,482 million at the end of March 31, 2003. Order intake during the first quarter of 2003 included a large gas-to-liquids (GTL GTL - Gunning Transceiver Logic ) contract worth USD USD

In currencies, this is the abbreviation for the U.S. Dollar.

Notes:
The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion.
 675 million.

II. FINANCIALS

A) Income Statement

Revenues were EUR 1,250 million, up 13.7% compared to the first quarter of 2003 (EUR 1,099 million). Offshore revenues were up 17.7% year-on-year as activity picked up due to the execution of contracts awarded in 2003. Subsea Subsea is a general term frequently used to refer to equipment, technology, and methods employed to explore, drill, and develop oil and gas fields that exist below the ocean floors. This may be in "shallow" or "deepwater".  umbilicals, risers and flowlines (SURF surf: see wave, in oceanography; beach. ) revenues were up 25.9% at EUR 355 million, while Facilities revenues amounted to EUR 262 million, an increase of 8.3% compared to the first quarter of 2003. Onshore/Downstream revenues rose 19.8% due to large contracts signed in 2002 and early 2003 coming into full-scale full-scale
adj.
1. Of actual or full size; not reduced: a full-scale model.

2. Employing all resources; not limited or partial:
 implementation. Industries revenues amounted to EUR 58 million due to the previously mentioned change in the scope of consolidation.

Income from operations(a) (EBITA EBITA Earnings Before Interest Taxes Amortization ) amounted to EUR 50.0 million, a 12.6% increase versus EUR 44.4 million reported for the same period one year ago. The Group EBITA margin for the first quarter 2004 was 4.0%, unchanged year-on-year. SURF margins demonstrated significant improvement compared to the first quarter of 2003, increasing from 4.7% to 8.1% due to higher sales volume and the completion of a couple of challenging contracts which had generated losses during 2003. Facilities margins declined due to the Group's decision to apply its progressive margin recognition policy to this segment as of January January: see month.  1, 2004. Onshore/Downstream returns improved to 4.0% (up from 3.7% one year ago) in line with the more advanced maturity profile of the activity's contracts under execution. The Industries' margin is slightly better than breakeven breakeven

1. The level of output or sales necessary to cover fixed expenses. Companies in industries that have high fixed costs and, consequently, high breakevens, such as automobile and steel manufacturing, are likely to exhibit large fluctuations
 following the repositioning repositioning Laparoscopic surgery The changing of a Pt's position during a procedure to improve access or visualization of the operative field, which may be linked to complications, as it changes anatomic planes of operation. Cf Laparoscopic surgery.  of this activity which began in the second half of last year.

Financial charges decreased to EUR 7.9 million during first quarter 2004, compared to EUR 10.5 million registered for the same period in 2003. The improvement was primarily related to the sharp reduction of the provision for the redemption premium redemption premium

See call premium.
 on convertible bonds following the repurchase re·pur·chase  
tr.v. re·pur·chased, re·pur·chas·ing, re·pur·chas·es
To buy (something) again.

n.
The act of buying something that one previously sold or owned.

Noun 1.
 of convertible bonds and subsequent cancellation cancellation (See: cancel)


CANCELLATION. Its general acceptation, is the act of crossing a writing; it is used sometimes to signify the manual operation of tearing or destroying the instrument itself. Hyde v. Hyde, 1 Eq. Cas. Abr. 409; Rob.
 during the first quarter of 2004.

Profit before tax(a) for the first quarter 2004 was EUR 39.7 million, compared to EUR 37.3 million for the same period in 2003. Excluding non-operating items, profit before tax progressed 19.5% year-on-year. Income taxes were EUR 13.8 million, reflecting an average corporate tax rate of 32.3%.

After tax, net income pre-goodwill was EUR 25.9 million, up 13.6% compared to EUR 22.8 million during the first quarter 2003. After goodwill amortization of EUR 29.2 million, net income was EUR (3.3) million compared to EUR (3.5) million for the first quarter of 2003.

Excluding non-operating items and goodwill amortization, the consolidated net income of the Group increased by 37.8% to EUR 26.6 million.

For the first quarter of 2004, fully diluted di·lute  
tr.v. di·lut·ed, di·lut·ing, di·lutes
1. To make thinner or less concentrated by adding a liquid such as water.

2. To lessen the force, strength, purity, or brilliance of, especially by admixture.
 EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format.  increased 22.8% to EUR 0.97 while fully diluted E/ADS was up 25.0% at USD 0.30.

First quarter 2004 net income reconciled rec·on·cile  
v. rec·on·ciled, rec·on·cil·ing, rec·on·ciles

v.tr.
1. To reestablish a close relationship between.

2. To settle or resolve.

3.
 to U.S. generally applied accounting principles (U.S. GAAP GAAP

See: Generally Accepted Accounting Principles


GAAP

See generally accepted accounting principles (GAAP).
) more than doubled to EUR 29.6 million (unaudited). The main adjustment to reported French GAAP net income is the restatement Restatement

A revision in a company's earlier financial statements.

Notes:
The need for restating financial figures can result from fraud, misrepresentation, or a simple clerical error.
 of goodwill amortization of EUR 29.2 million.

B) Cash Flow Statement

Net cash provided by operating activities increased by EUR 95.4 million thanks to increased cash from operations and a significant improvement in working capital. Capital expenditures came down to EUR 13.9 million versus EUR 18.2 million in the first quarter of 2003. As a result, the Group was able to reduce its debt by EUR 113.6 million during the first three months of 2004.

C) Balance Sheet

The Group's net debt (excluding the redemption premium on convertible bonds) as of March 31, 2004 was EUR 171 million compared to EUR 506 million as March 31, 2003 and EUR 237 million as of December December: see month.  31, 2003.

As a result, net gearing at the end of March 2004 was significantly reduced to 8.7%, compared to 25.2% one year earlier.

Technip repurchased 419,742 convertible bonds for a total amount of EUR 71.4 million during the first quarter of 2004. These bonds were cancelled can·cel  
v. can·celed also can·celled, can·cel·ing also can·cel·ling, can·cels also can·cels

v.tr.
1. To cross out with lines or other markings. See Synonyms at erase.

2.
 cutting the total outstanding amount as of March 31, 2004 to EUR 644.1 million. Accordingly, the amount of the associated redemption premium liability fell to EUR 76.1 million as of March 31, 2004.

During the second quarter of 2004, Technip signed a new 5-year EUR 850 million revolving credit facility which replaced two existing lines maturing in 2006. The Group has also issued a 7-year EUR 650 million Eurobond which carries a fixed interest rate of 4.625%. Taking into account that the convertible bonds issued in 2002 will mature at the end of 2006, the Eurobond proceeds increase the Group's financial flexibility.

(1) The remaining portion of contracts in force.

(2) In line with its overall strategy, the Group decided to divest To deprive or take away.

Divest is usually used in reference to the relinquishment of authority, power, property, or title. If, for example, an individual is disinherited, he or she is divested of the right to inherit money.
 3

non-core affiliates previously reported under the Onshore on·shore  
adj.
1. Moving or directed toward the shore: an onshore wind.

2. Located on the shore: an onshore beacon; an onshore patrol.

adv.
 /

Downstream From the provider to the customer. Downloading files and Web pages from the Internet is the downstream side. The upstream is from the customer to the provider (requesting a Web page, sending e-mail, etc.).  and Industries Branches. The combined backlog of these

activities was EUR 160 million as of December 31, 2003. It is

estimated that their combined revenues and EBITA for the first

quarter of 2004 would have been approximately EUR 41 million and

EUR 1 million, respectively.

(a) Before goodwill amortization

Statements in this document that are not historical fact are forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995, including forward-looking statements with respect to the financial condition, results of operations, business and business cycles, competitiveness and strategy of the Technip Group. Such statements are based on a number of assumptions, expectations and forecasts that could ultimately prove inaccurate, and are subject to a number of risks and uncertainties that could cause actual results to differ materially, including currency fluctuations, the level of capital expenditure in the oil and gas industry as well as other industries, the timing of development of energy resources, construction and project risks, armed conflict or political instability instability /in·sta·bil·i·ty/ (-stah-bil´i-te) lack of steadiness or stability.

detrusor instability
 in the Arabic-Persian Gulf or other regions, the strength of competition, interest rate fluctuations, control of costs and expenses, the reduced availability of government-sponsored export financing, the timing and success of anticipated integration synergies and stability in developing countries. For a further description of such risks and uncertainties, see the reports filed by Technip with the Securities and Exchange Commission and the "Autorite des Marches Financiers." Technip disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Except as otherwise indicated, the financial information contained in this document has been prepared in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[]

As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh.
 with French GAAP, and certain elements would differ materially upon reconciliation to US GAAP.

With a workforce of about 19,000 persons, Technip ranks among the top five corporations in the field of oil, gas and petrochemical engineering, construction and services. Headquartered in Paris, the Group is listed in New York New York, state, United States
New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of
 and Paris. The Group's main engineering and business centers are located in France, Italy Italy (ĭt`əlē), Ital. Italia, officially Italian Republic, republic (2005 est. pop. 58,103,000), 116,303 sq mi (301,225 sq km), S Europe. , Germany Germany (jûr`mənē), Ger. Deutschland, officially Federal Republic of Germany, republic (2005 est. pop. 82,431,000), 137,699 sq mi (356,733 sq km). , the UK, Norway Norway, Nor. Norge, officially Kingdom of Norway, constitutional monarchy (2005 est. pop. 4,593,000), 125,181 sq mi (324,219 sq km), N Europe, occupying the western part of the Scandinavian peninsula. , Finland Finland, Finnish Suomi (swô`mē), officially Republic of Finland, republic (2005 est. pop. 5,223,000), 130,119 sq mi (337,009 sq km), N Europe. , the Netherlands, the Netherlands, The
 officially Kingdom of The Netherlands byname Holland

Country, northwestern Europe. Area: 16,034 sq mi (41,528 sq km). Population (2005 est.): 16,300,000. Capital: Amsterdam. Seat of government: The Hague. Most of the people are Dutch.
 United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. , Brazil Brazil (brəzĭl`), Port. Brasil, officially Federative Republic of Brazil, republic (2005 est. pop. 186,113,000), 3,286,470 sq mi (8,511,965 sq km), E South America. , Abu-Dhabi, China, India India, officially Republic of India, republic (2005 est pop. 1,080,264,000), 1,261,810 sq mi (3,268,090 sq km), S Asia. The second most populous country in the world, it is also sometimes called Bharat, its ancient name. India's land frontier (c. , Malaysia Malaysia (məlā`zhə), independent federation (2005 est. pop. 23,953,000), 128,430 sq mi (332,633 sq km), Southeast Asia. The official capital and by far the largest city is Kuala Lumpur; Putrajaya is the adminstrative capital.  and Australia Australia (ôstrāl`yə), smallest continent, between the Indian and Pacific oceans. With the island state of Tasmania to the south, the continent makes up the Commonwealth of Australia, a federal parliamentary state (2005 est. pop. . The Group has high-quality industrial and construction facilities in France, Brazil, the UK, the USA, and Finland as well as a world-class world-class
adj.
1. Ranking among the foremost in the world; of an international standard of excellence; of the highest order: a world-class figure skater.

2.
 fleet of offshore construction vessels.


                                ANNEX I
                   CONSOLIDATED STATEMENT OF INCOME
                              French GAAP
                               Unaudited

Euros in Millions                                    First Quarter
                                                  --------------------
(EPS in Euros; E/ADS in US Dollars)                  2004      2003
------------------------------------------------- --------------------
Revenues                                            1,249.8   1,099.4
Cost of Sales                                      (1,170.1) (1,025.1)
Depreciation of Fixed Assets                          (29.7)    (29.9)
------------------------------------------------- --------------------
Income from Operations (1)                             50.0      44.4
------------------------------------------------- --------------------
Financial Result                                       (7.3)     (6.6)
Provision for Redemption Premium on Convertible
 Bonds                                                 (0.6)     (3.9)
Non-Operating Income (Loss)                            (0.7)      3.5
Income of Equity Affiliates                              --        --
Minority Interests                                     (1.7)     (0.1)
------------------------------------------------- --------------------
Profit Before Tax (1)                                  39.7      37.3
------------------------------------------------- --------------------
Income Tax                                            (13.8)    (14.5)
------------------------------------------------- --------------------
Net Income pre-Goodwill                                25.9      22.8
------------------------------------------------- --------------------
Goodwill Amortization                                 (29.2)    (26.3)
------------------------------------------------- --------------------
Net Income                                             (3.3)     (3.5)
------------------------------------------------- --------------------

Net Income before Non-Operating Items (1)              26.6      19.3
------------------------------------------------- --------------------

Fully Diluted Adjusted EPS (2)                         0.97      0.79
------------------------------------------------- --------------------

Fully Diluted Adjusted E/ADS (3)                       0.30      0.24
------------------------------------------------- --------------------

(1) Income from Operations (EBITA), Profit before Tax and Net Income
    before Non-Operating Items are all calculated before goodwill
    amortization. These data are used for informational purposes only.
    They allow, in the Group's opinion, to make more meaningful
    comparisons between its operational performance and those of its
    peers who may use different accounting standards, such as US GAAP
    which do not allow the goodwill amortization.

(2) Fully diluted EPS is calculated based upon net income before
    non-operating items and goodwill amortization plus specific
    financial charges associated with the Group's convertible bond
    issue. The number of fully diluted shares (28,932,375 as of March
    31, 2003 and 28,966,450 as of March 31, 2004) includes those which
    would be issued in the event that all outstanding convertible
    bonds would be redeemed for shares. Accordingly, the post tax
    financial costs and redemption premium (EUR 3.7 million and EUR
    1.6 million for the first quarters of 2003 and 2004, respectively)
    are added back.

(3) E/ADS is in U.S. dollars and is calculated using the Federal
    Reserve Bank of New York noon buying rate (USD/EUR) of 1.2292 as
    of March 31, 2004. One ADS is equal to one-fourth of an ordinary
    share.


                               ANNEX II
                 CONSOLIDATED STATEMENT OF CASH FLOWS
                               Unaudited
                           Euros in Millions

                                                  First Quarter
                                            --------------------------
                                                 2004         2003
--------------------------------------------==========================

Net Income                                    (3.3)        (3.5)
Depreciation of Property, Plants & Equipment  29.7         29.9
Goodwill Amortization                         29.2         26.3
Provision for Redemption Premium on
 Convertible Bonds                             0.6          3.9
Net Loss (Gain) on the Disposal of Fixed
 Assets                                       (0.3)        (3.1)
Deferred Income Tax                           11.7         10.1
Minority Interests and Other                   1.7          0.1
                                            -------       ------
Cash from Operations                                 69.3        63.7
                                                   -------      ------

Change in Working Capital                            21.4       (68.4)
                                                   -------      ------

Net Cash Provided by (Used in) Operating
 Activities                                          90.7        (4.7)
                                                   -------      ------

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

Capital Expenditures                         (13.8)       (18.2)
Proceeds from Assets Disposals                 0.6         10.2
Other Cash Provided by (Used in) Investment
 Activities                                    0.3         (6.6)
Aker Deepwater Acquisition Price Reduction      --         31.4
                                            -------       ------

Net Cash Provided by (Used in) Investment
 Activities                                         (12.9)       16.8
                                                   -------      ------

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

Increase (Decrease) in Debt                 (113.6)       (14.0)
Repurchase of Outstanding Shares             (11.0)          --
Capital Increase                              23.7           --
                                            -------       ------

Net Cash Provided by (Used in) Financing
 Activities                                        (100.9)      (14.0)
                                                   -------      ------

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

Foreign Exchange Translation Adjustment               8.8       (13.1)
                                                   -------      ------

Net Increase (Decrease) in Cash and Cash
 Equivalents                                        (14.3)      (15.0)
                                                   =======      ======

Cash and Cash Equivalents as of December 31,
 2003                                               892.4       741.1
Change in scope of consolidation                    (17.4)         --
Cash and Cash Equivalents as of March 31,
 2004                                               860.7       726.1
                                                   -------      ------
                                                     14.3        15.0
                                                   =======      ======


                               ANNEX III
                      CONSOLIDATED BALANCE SHEET
                              French GAAP

Euros in Millions                  Mar. 31, Dec. 31, Sept 30, June 30,
                                      2004   2003(a)    2003   2003(a)
                                   -----------------------------------

----------------------------------
ASSETS
---------------------------------- -----------------------------------
Non-Current Assets                    3,215    3,246    3,284   3,289
---------------------------------- -----------------------------------
Contracts in Progress, Inventories
 & Deferred Bid Costs, net            6,639    6,442    6,233   5,359
---------------------------------- -----------------------------------
Premium for Redemption of
 Convertible Bonds                       52       52       57      62
---------------------------------- -----------------------------------
Receivables & Other Current
 Assets, net                          1,609    1,376    1,600   1,430
---------------------------------- -----------------------------------
Cash & Cash Equivalents                 861      892      697     634
---------------------------------- -----------------------------------
TOTAL ASSETS                         12,376   12,008   11,871  10,774
---------------------------------- -----------------------------------

----------------------------------
LIABILITIES & SHAREHOLDERS' EQUITY
---------------------------------- -----------------------------------
Shareholders' Equity                  1,959    1,938    1,960   1,921
---------------------------------- -----------------------------------
Minority Interests                       10        9       11      11
---------------------------------- -----------------------------------
Provisions                              306      324      320     314
---------------------------------- -----------------------------------
Financial Debt                        1,032    1,129    1,242   1,313
---------------------------------- -----------------------------------
Premium for Redemption of
 Convertible Bonds                       76       85       87      87
---------------------------------- -----------------------------------
Progress Payments on Contracts        7,298    7,048    6,833   5,740
---------------------------------- -----------------------------------
Other Liabilities                     1,695    1,475    1,418   1,388
---------------------------------- -----------------------------------
TOTAL LIABILITIES & SHAREHOLDERS'
 EQUITY                              12,376   12,008   11,871  10,774
---------------------------------- -----------------------------------

(a) Audited


          First Quarter 2004 Changes in Shareholders' Equity
          --------------------------------------------------
                           Euros in Millions

Shareholders' Equity as of December 31, 2003                  1,938.0

Net Income - First Quarter 2004                                  (3.3)

Capital Increase Associated with Employee Share
Participation Program                                            23.7

Treasury Stock                                                  (11.0)

Foreign Exchange Translation Adjustments, net                    11.3

Shareholders' Equity as of March 31, 2004                     1,958.7


                               ANNEX IV
                           Euros in millions
                               Unaudited

                               Revenues by Branch
                        --------------------------------
                                 First Quarter
                        --------------------------------
                           2004      2003      Change
--------------------------------------------------------
Offshore                    617       524        17.7%
--------------------------------------------------------
Onshore/Downstream          575       480        19.8%
--------------------------------------------------------
Industries                   58        95      (38.9)%
--------------------------------------------------------
Total                     1,250     1,099        13.7%
--------------------------------------------------------


                               Revenues by Region
                        --------------------------------
                                 First Quarter
                        --------------------------------
                           2004      2003      Change
--------------------------------------------------------
Europe, Russia, C Asia      224       254      (11.8)%
--------------------------------------------------------
Africa, Middle-East         682       470        45.1%
--------------------------------------------------------
Asia Pacific                 90        80        12.5%
--------------------------------------------------------
Americas                    254       295      (13.9)%
--------------------------------------------------------
Total                     1,250     1,099        13.7%
--------------------------------------------------------


                                EBITDA by Branch
                        --------------------------------
                                 First Quarter
                        --------------------------------
                           2004      2003      Change
--------------------------------------------------------
Offshore                   52.5      48.9         7.4%
--------------------------------------------------------
Onshore/Downstream         26.6      22.0        20.9%
--------------------------------------------------------
Industries                  0.6       3.4      (82.4)%
--------------------------------------------------------
Total                      79.7      74.3         7.3%
--------------------------------------------------------


                                EBITA by Branch
                        --------------------------------
                                 First Quarter
                        --------------------------------
                           2004      2003      Change
--------------------------------------------------------
Offshore                   26.5      23.9        10.9%
--------------------------------------------------------
Onshore/Downstream         23.2      17.7        31.1%
--------------------------------------------------------
Industries                  0.3       2.8      (89.3)%
--------------------------------------------------------
Total                      50.0      44.4        12.6%
--------------------------------------------------------


                                ANNEX V
                           Euros in millions
                               Unaudited

                             Order Intake by Branch
                        --------------------------------
                                 First Quarter
                        --------------------------------
                           2004      2003      Change
--------------------------------------------------------
Offshore                    606       525        15.4%
--------------------------------------------------------
Onshore/Downstream          227       941      (75.9)%
--------------------------------------------------------
Industries                   43        62      (30.6)%
--------------------------------------------------------
Total                       876     1,528      (42.7)%
--------------------------------------------------------


                                    Backlog by Branch
                    --------------------------------------------------
                     Mar. 31,  Dec. 31,  Sep. 30,  Jun. 30,  Mar. 31,
                       2004      2003      2003      2003      2003
----------------------------------------------------------------------
Offshore              2,775     2,895     3,140     3,047     1,609
----------------------------------------------------------------------
Onshore/Downstream    3,362     3,907     4,081     4,210     4,126
----------------------------------------------------------------------
Industries              314       378       305       315       356
----------------------------------------------------------------------
Total                 6,451     7,180     7,526     7,572     6,091
----------------------------------------------------------------------


                                    Backlog by Region
                    --------------------------------------------------
                     Mar. 31,  Dec. 31,  Sep. 30,  Jun. 30,  Mar. 31,
                       2004      2003      2003      2003      2003
----------------------------------------------------------------------
Europe, Russia,
 C. Asia              1,260     1,480     1,232     1,058     1,005
----------------------------------------------------------------------
Africa, Middle East   3,754     4,162     4,761     4,890     3,356
----------------------------------------------------------------------
Asia Pacific            467       509       616       633       582
----------------------------------------------------------------------
Americas                970     1,029       917       991     1,148
----------------------------------------------------------------------
Total                 6,451     7,180     7,526     7,572     6,091
----------------------------------------------------------------------


                         Backlog Scheduling as of Mar. 31, 2004
                    -------------------------------------------------
                      Offshore     Onshore/    Industries    Group
                                  Downstream
---------------------------------------------------------------------
For 2004                1,175         1,240         160      2,575
---------------------------------------------------------------------
For 2005                1,050         1,577         120      2,747
---------------------------------------------------------------------
For 2006 and Beyond       550           545          34      1,129
---------------------------------------------------------------------
Total                   2,775         3,362         314      6,451
---------------------------------------------------------------------


                               ANNEX VI
                               Unaudited

                               Net Debt

Euros in millions            Mar 31  Dec 31  Sept 30  June 30  Mar 31
                              2004    2003    2003     2003     2003
----------------------------------------------------------------------
Marketable Securities          164     110      108       81     327
----------------------------------------------------------------------
Cash                           697     782      589      553     399
----------------------------------------------------------------------
Cash & Cash Equivalents (A)    861     892      697      634     726
----------------------------------------------------------------------
Short Term Debt                195     226      321      390     306
----------------------------------------------------------------------
Long Term Debt                 837     903      921      923     926
----------------------------------------------------------------------
Gross Debt (B)               1,032   1,129    1,242    1,313   1,232
----------------------------------------------------------------------
Net Debt(1) (B - A)            171     237      545      679     506
----------------------------------------------------------------------

(1) Does not include the redemption premium on the convertible bonds.


              Foreign Exchange Conversion Rates vs. Euro

            Statement of Income              Balance Sheet
       ------------------------------------------------------------
         Mar 31    Dec 31    Mar 31    Mar 31    Dec 31    Mar 31
          2004      2003      2003      2004      2003      2003
-------------------------------------------------------------------
  USD     1.24      1.13      1.07      1.19      1.26      1.09
-------------------------------------------------------------------
  GBP     0.68      0.69      0.67      0.67      0.70      0.69
-------------------------------------------------------------------
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