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SNC-Lavalin Group-Fourth Quarterly Report.

MONTREAL, QUEBEC--(BUSINESS WIRE)--March 8, 1996--SNC Lavalin Group (ME,TSE:SNC.A)

December 1995

To all SNC-Lavalin Group shareholders

Sir, Madam,

At the last quarter, we adopted a new approach for presenting financial information about the company, to ensure you receive such information as quickly as possible. This new format gives us the opportunity to present a fourth quarterly report including results of 1995.

Moreover, as announced previously, our results are now available on the Internet at the following address: http://www.cdn-news.com

We hope these changes will contribute to improve our financial communications and we welcome any comments you may have on these matters or on the company's operations.

Yves Laverdiere Robert Racine Corporate Secretary Vice-President Legal Affairs Public Affairs and Investor Relations SNC-Lavalin Group SNC-Lavalin Group 514/393-1000 514/393-1000
Highlights


 Fourth quarter
(in thousands of dollars,
 except amounts per share) 1995 1994
______________________________________________________________
Summary of results
Revenues
 Engineering-construction $260,498 $266,111
 Manufacturing 56,839 46,117
 ________ ________
 $317,337 $312,228
 ________ ________


Net income $ 7,250 $ 5,473
 ________ ________




Per Class A Subordinate Voting
 and Class B share
 Net income - Basic $ 0.48 $ 0.35
 Cash flow - Basic $ 0.95 $ 0.70
 Book value
Return on weighted average
 shareholders' equity
Weighted average number of shares




Financial situation
 Total assets
 Shareholders' equity
 Debt-to-equity ratio
 Working capital ratio




Backlog as at December 31
 Engineering-construction
 Domestic: Services
 Packages
 International: Services
 Packages




Manufacturing


-0-


 Years ended
(in thousands of dollars, December 31 Change
 except amounts per share) 1995 1994 percent
______________________________________________________________
Summary of results
Revenues
 Engineering-construction $865,889 $795,129 9
 Manufacturing 163,428 166,771 -2
 __________ ________ ______
 $1,029,317 $961,900 7
 __________ ________ ______
Net income $ 31,318 $ 27,331 15
 __________ ________ ______




Per Class A Subordinate Voting
 and Class B share
 Net income - Basic $ 2.01 $ 1.75 15
 Cash flow - Basic $ 3.70 $ 3.51 5
 Book value $ 15.21 $ 14.08 8
Return on weighted average
 shareholders' equity 13.7p.cent 13.2p.cent -
Weighted average number of shares 15,613 15,611




Financial situation
 Total assets $984,854 $859,365 15
 Shareholders' equity $231,814 $220,808 5
 Debt-to-equity ratio 21:79 18:82 -
 Working capital ratio 1.14 1.18 -




Backlog as at December 31
 Engineering-construction
 Domestic: Services $118,400 $305,900 -61
 Packages 374,700 479,400 -25
 International: Services 207,300 110,500 88
 Packages 924,500 794,800 16
 __________ _________ ______
 1,624,900 1,708,600 -5
 236,500 169,000 40
 __________ _________ ______
Manufacturing $1,861,400 $1,877,600 -1
 __________ __________ ______




Note: Effective January 1st 1995, the Company is reporting its joint
ventures activities on a proportionate consolidation basis. The 1994
figures have been restated with the same method for comparative
purposes.
-0-


SNC-LAVALIN REVENUES PASSED THE THRESHOLD OF $1 BILLION


 The SNC-Lavalin Group's net income for the year ended December 31,
1995 increased by 14.6 per cent to $31.3 million from $27.3 last
year, or $2.01 per share compared with $1.75 last year. The stronger
earnings contributed to an improved return on weighted average
shareholders' equity of 13.7 percent from 13.2 percent in 1994.
 In 1995, revenues passed the threshold of $1 billion, reaching
$1,029.3 million compared to $961.9 million in 1994. Of this $865.9
came from engineering-construction and $163.4 million from
manufacturing. Cash and short-term investments increased by $67.3
million or 31.3 percent during 1995, to reach $282.5 million at end
of the year. This significant increase in liquidity was attributable
to continued profitability of projects and growth in positive cash
flow package assignments.
 In the last quarter of 1995, the company reported a net income of
$7.3 million, or $0.48 per share, compared with $5.5 million, or
$0.35 per share in the last quarter of 1994. Revenues for the period
were $317.3 million compared with $312.2 million in the period a year
earlier.
 "It was a satisfactory year on many important fronts for our
company," said SNC-Lavalin president and chief executive officer,
Guy Saint-Pierre. "We achieved a good financial performance, despite
continued difficult market conditions in Canada and slippage in
expected export revenues due to delays related to increasing time
required to structure and source financing in packaging large
projects. We maintained a strong balance sheet cash position that
enabled us to pursue our objective of further global expansion
through internal development, acquisitions and alliances."
 "In engineering-construction, he continued, for the first time year,
we generated more than 50 per cent of our revenues outside Canada.
The large construction and mass transit international packages,
including the ongoing Ankara metro in Turkey and El airport in Kenya
as well as several recent projects, strongly contributed to our good
results." Among major new awards for the year Guy Saint-Pierre
mentioned Kuala Lumpur tunnel construction for the Light Rail Transit
System and Mexicana de Cobre Sulphuric acid plant.
 "In our global quest to become a "multi-domestic" organization, he
added, and building on our long-term established European centres in
Belgium and the United Kingdom as well as our more recent acquisition
of 50 percent of ByR Ingenieria y Construccion in Chile, we
established two additional bases in Indonesia and Taiwan during the
year. In line with our strategic plan, the acquisition of Kilborn, a
large Canadian engineering company specialized in mining and
metallurgy, undertaken after year-end, will strongly contribute to
establishing us as a world leader in this strategic sector."
 "On the domestic market, demand for general engineering services
continued to decrease. We are focusing consequently on establishing
partnerships with the public sector to benefit from the privatization
of government services. A strong recovery in the resource industry
here and abroad, brought a growth in the demand in this sector. Our
Cowan pulp and paper subsidiary thus posted its best results in
several years."
 "In the manufacturing sector, he continued, SNC Industrial
Technologies posted very good results and achieved a significant
breakthrough in the training ammunition, with the signing of a major
contract for an exclusive supply agreement with the Federal Bureau of
Investigation (FBI) in the United States."


Share Capital Changes Program


 Guy Saint-Pierre also announced the adoption of a Share Capital
Changes Program by the Board of Directors. "Our Board adopted at
its meeting today, he said, a plan to ensure the on going of the
company, essential to achieving our growth plan with a view to
maximize shareholder value over the long term. It is based on the
advantage of having a widespread employee ownership as well as the
necessity to attract, retain and motivate key employees, which is an
important component of our culture and, consequently, of our
success."


This new plan includes four elements:


1. Implementation of an Employee Share Ownership Program: To
encourage widespread employee share ownership and to attract, retain,
motivate and reward all employees, the company will introduce a
program whereby all employees can make contributions toward the
purchase of the company's shares on the open market through a trustee
and the company will match part of the contributions. The proposed
program will be launched in May 1996.


2. Stock split on a three-for-one basis: Subject to shareholder
approval at the May 8, 1996 annual meeting, the company's Class A and
Class B shares will be subdivided on a three-for-one basis, effective
on or about May 21, 1996.


3. Renewal of the normal course issuer bid: Subject to regulatory
approval, the company proposes to renew its normal course issuer bid
to purchase from time to time up to a maximum of 10 percent of the
public float of its Class A shares on the Montreal and Toronto stock
exchanges during the twelve-month period beginning in May 1996.


4. Adoption of a Shareholder Rights Plan: The Plan is similar to
plans adopted recently by other Canadian public companies and is
designed to encourage the fair treatment of shareholders in
connection with any take-over bid for the company. It essentially
provides the Board of Directors more time to pursue other bids to
maximize shareholder value. The Plan has already been approved by
regulatory authorities, including the Montreal and Toronto stock
exchanges which however require that the plan be approved by the
shareholders. Shareholders will be asked to approve the Plan at the
May 8, 1996 annual meeting.


 At the meeting, the Board declared a quarterly dividend of $0.11
Class A subordinate voting and Class B shares, payable on April 5,
1996 to shareholders of record at March 22, 1996. This represents a
10 percent increase over the previously declared quarterly dividend
of $0.10.
 The SNC-Lavalin Group is a Canadian company, listed on the and
Toronto stock exchanges, with operations mainly in construction, but
also in manufacturing. The company has some 6,200 employees in
offices across Canada and in 30 other countries and is currently
working on projects in approximately 100 around the world.
-0-


Consolidated statements of income


(in thousands of dollars, except amounts
per share)
 Years Ended
 Fourth Quarter Dec. 31


 1995 1994 1995 1994


Revenues
 Engineering- construction $260,498 $266,111 $865,889 $795,129
 Manufacturing 56,839 46,117 163,428 166,771


 $317,337 $312,228 $1,029,317 $961,900


Gross margin
 Engineering- construction $41,764 $40,389 $168,593 $165,861


 Manufacturing 9,744 10,844 37,327 40,616


 51,508 51,233 205,920 206,477


Administrative, marketing
and other expenses
 Engineering- construction 38,587 34,479 149,524 134,653


 Manufacturing 4,602 4,319 17,468 23,283


 43,189 38,798 166,992 157,936


Income by sector before
interest and taxes
 Engineering- construction 3,177 5,910 19,069 31,208


 Manufacturing 5,142 6,525 19,859 17,333


 8,319 12,435 38,928 48,541


Interest (revenues) and
 capital tax (1,601) 2,584 (10,008) 1,313


Income before income taxes 9,920 9,851 48,936 47,228


Income taxes 2,670 4,378 17,618 19,897


Net income $7,250 $5,473 $31,318 $27,331


Earnings per share $0.48 $0.35 $2.01 $1.75


Note: Effective January 1st 1995, the Company is reporting its joint
ventures activities on a proportionate consolidation basis. The 1994
figures have been restated with the same method for comparative
purposes.


Consolidated balance sheets
December 31


(in thousands of dollars) 1995 1994


Assets
Current
Cash and short-term investments $282,541 $215,235
Accounts receivable 228,709 210,175
Contracts in progress 104,728 114,797
Inventories 100,411 96,588
Deposits on contracts 21,560 20,541
Deferred income taxes 3,329 1,501


 741,278 658,837


Capital assets 174,228 138,850


Other assets 69,348 61,678


 $984,854 $859,365


Liabilities and shareholders' equity
Current
Accounts payable and accrued charges $228,243 $234,348
Down payments on contracts and
 inventories 230,590 219,737
Deferred revenues 183,910 91,556
Income taxes payable 4,311 8,226
Long-term debt due within one year 3,039 2,960
 650,093 556,827


Long-term debt 59,815 44,676
Deferred income taxes 34,661 29,527
Other liabilities 8,471 7,527
 753,040 638,557


Shareholders' equity 231,814 220,808
 $984,854 $859,365


Note: Effective January 1 1995, the Company is reporting its joint
ventures activities on a proportionate consolidation basis. The 1994
figures have been restated with the same method for comparative
purposes.


Consolidated statements of changes in financial position
Years ended December 31
(in thousands of dollars, except amounts per share)
 1995 1994


Operating activities
Net income $31,318 $27,331
Items not involving a movement of
 cash Depreciation and amortization 23,943 28,858
Gain on disposal of businesses (1,155) (4,687)
Deferred income taxes 3,387 3,743
Other 203 (466)
 57,696 54,779


Non-cash working capital items 78,160 55,406
 135,856 110,185


Investing activities
Acquisitions of capital assets (59,292) (18,256)
Adjustment to Canadian Arsenals
 Limited purchase price - 15,289
Proceeds from disposal
 (acquisitions) of businesses (902) 12,892
Other (2,439) (773)
 (62,633) 9,152


Financing activities
Repayment of long-term debt (25,803) (33,805)
Increase in long-term debt 42,400 -
Issuance of share capital 3,766 1,549
Redemption of shares (17,990) -
Dividends (6,088) (3,595)
Other (2,202) (558)
 (5,917) (36,409)


Net increase in cash 67,306 82,928
Cash position at beginning of year 215,235 132,307


Cash position at end of year $282,541 $215,235


Cash flow per share (note 1) $3.70 $3.51


Notes:
1) The cash flow per share has been determined by dividing the cash
provided from operating activities before non-cash working capital
items by the weighted average number of shares.
2) Effective January 1 1995, the Company is reporting its joint
ventures activities on a proportionate consolidation basis. The 1994
figures have been restated with the same method for comparative
purposes.


Additional information - Joint ventures


 The Company carries out part of its activities through joint
ventures. Effective January 1 1995, the Company is reporting its
joint ventures activities on a proportionate consolidation basis
while the equity method was used in 1994. The use of either one of
these methods does not change the net income nor the shareholders'
equity. The following table summarizes the impact of this change in
methodology:


Statements of income
(In thousands of dollars)
For the year ended December 31, 1995


 Proportionate
 consolidation Equity
 method method Difference


Revenues $1,029,317 $918,250 $111,067


Gross margin $ 205,920 $190,389 $ 15,531


Administrative,
 marketing and
 other expenses 166,992 153,951 13,041


Income before
 interest and taxes 38,928 36,438 2,490


Interest (revenues)
 and capital tax (10,008) (10,981) 973


Income before income
 taxes 48,936 47,419 1,517
Income taxes 17,618 16,101 1,517


Net income $ 31,318 $ 31,318 $ -


For the year ended December 31, 1994


Revenues $ 961,900 $844,553 $117,347


Gross margin $ 206,477 $191,901 $ 14,576


Administrative, marketing
 and other expenses 157,936 147,359 10,577


Income before interest
 and taxes 48,541 44,542 3,999


Interest (revenues) and
 capital tax 1,313 (1,782) 3,095


Income before income
 taxes 47,228 46,324 904


Income taxes 19,897 18,993 904


Net income $ 27,331 $ 27,331 $ -


-0-
Additional information - Joint ventures (cont'd)


Balance sheets
(In thousands of dollars)


December 31, 1995


 Proportionate
 consolidation Equity
 method method Difference


Cash and short-term
 investment $ 282,541 $241,517 $ 41,024
Other short-term
 assets 458,737 442,309 16,428
Capital assets 174,228 157,634 16,594
Other long-term
 assets 69,348 81,810 (12,462)
 $ 984,854 $923,270 $ 61,584


Short-term
 liabilities $ 650,093 $599,489 $ 50,604
Long-term debt 59,815 48,564 11,251
Other long-term
 liabilities 43,132 43,403 (271)
Shareholders' equity 231,814 231,814 -


 $ 984,854 $923,270 $ 61,584


December 31, 1994


Cash and short-term
 investments $ 215,235 $187,102 $ 28,133
Other short-term
 assets 443,602 435,240 8,362
Capital assets 138,850 98,431 40,419
Other long-term assets 61,678 72,584 (10,906)
 $ 859,365 $793,357 $ 66,008


Short-term
 liabilities $ 556,827 $525,013 $ 31,814
Long-term debt 44,676 9,140 35,536
Other long-term
 liabilities 37,054 38,396 (1,342)
Shareholders' equity 220,808 220,808 -
 $ 859,365 $793,357 $ 66,008


NOTE: The company has adopted the proportionate consolidation method for investments in joint ventures, at the beginning of the 1994 comparative numbers have been restated accordingly.

CONTACT: SNC-Lavalin Group Inc.

Robert Racine (investors) or Suzanne Lalande (media),

514/393-1000
COPYRIGHT 1996 Business Wire
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