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Breaking News

Steeplejack Industrial Group Inc. Announces Fiscal 2005 Third Quarter Results

15:10 EDT Thursday, May 05, 2005

EDMONTON, ALBERTA--(CCNMatthews - May 5, 2005) - Steeplejack Industrial Group Inc. (TSX:SID)
Summary of financial results
(thousands of dollars except EPS and share amounts)
------------------------------------------------------------------------
                                  Three months ended  Nine months ended
                                            March 31           March 31
                                 ---------------------------------------
                                       2005     2004     2005      2004
                                 ---------------------------------------
Revenues                            $ 7,735  $20,964  $28,470   $55,197

Net (Loss) Earnings                 $  (769) $   958  $  (767)  $ 3,379

Basic (Loss) Earnings Per Share     $ (0.09) $  0.12  $ (0.09)  $  0.43

Diluted (Loss) Earnings Per Share   $ (0.09) $  0.12  $ (0.09)  $  0.42

Common shares outstanding                           8,192,400 8,192,400
                                 ---------------------------------------
                                 ---------------------------------------

Highlights

Revenues and earnings are down substantially from prior year due to an industry wide slowdown in new construction activity.

The Company has been chosen to be the sole recommended supplier of scaffold equipment at the Canadian Natural Resources Limited ("CNRL" - TSX symbol: CNX) Horizon Oil Sands Project. Under the terms of the agreement, the Company will establish a dedicated branch operation at the CNRL site, from which contractors to CNRL may utilize the Company's equipment and/or labour. The expected duration of this contract is four years. Due to the unique nature of the contract, the value of the work the Company will obtain from the project is indeterminable. The Company expects to mobilize on site November 2005.

Third quarter results

Revenues in the third quarter of fiscal 2005 were $7.7 million compared to $21.0 million last year. This decrease in revenue is due to reduced levels of new construction activity.

Net loss for the quarter was $0.8 million ($0.09 per share) compared to net earnings of $1.0 million ($0.12 per share) in the third quarter last year.

The Company incurred a one time expense of $146,000 for the retirement of a senior executive and the termination of two middle managers.

The Company had net cash and term deposits of $3.9 million at March 31, 2005, compared to a net $0.1 million bank indebtedness position at March 31, 2004. Working capital was $6.1 million at March 31, 2005 compared to $7.9 million one year ago. The Company has a $10.0 million operating line, of which $9.8 million was unutilized at March 31, 2005. Long-term debt was $4.9 million at March 31, 2005 compared to $7.3 million at March 31, 2004.

Outlook

The Company is currently executing on existing maintenance contracts and the shutdown season is well underway. As well, plans are being put into place for the smooth, effective and controlled delivery of our upcoming new construction projects.

Steeplejack is a multi-service company providing comprehensive project management, manpower and equipment supply for industrial scaffolding and insulation. The Company's 9 branches serve a diverse group of large industrial and commercial organizations in Western Canada.

MANAGEMENT DISCUSSION AND ANALYSIS

Please read the following management discussion and analysis (MD&A) in conjunction with the MD&A included in the annual report for the year ended June 30, 2004. Except as discussed below, all material factors discussed in the annual report MD&A remain substantially unchanged. This MD&A is based on information available to May 05, 2005. Additional information, including Steeplejack's Annual Information Form, is available on SEDAR at www.sedar.com.

OVERVIEW

Steeplejack is a multi-service company providing comprehensive project management, manpower and equipment supply for industrial scaffolding, insulation and asbestos abatement. The Company's 9 branches serve a diverse group of large industrial and commercial organizations in Western Canada.

RESULTS OF OPERATIONS

Consolidated results - three months ended March 31, 2005

Consolidated revenues for the third quarter of fiscal 2005 (the three-month period ending March 31, 2005) were $7.7 million, compared to $21.0 million for the third quarter of fiscal 2004 (the three-month period ending March 31, 2004).

Revenue for the quarter was generated primarily from our long term repeat customer base. In the third quarter of the prior year, revenue was supplemented by a large, labour-only construction project. The new construction activity for the current year continues to be in a lull. Our gross profit percentage of 13.1 per cent, for the quarter, is somewhat lower than last year for the same period of 17.8 per cent mainly due to upfront costs incurred in mobilizing to new job sites and for spring shutdown work.

The Company's general and administrative expenses for the third quarter of fiscal 2005 were $1.9 million, increased from the $1.8 million incurred for the same period last fiscal year. The increase was primarily due to one time retirement and severance costs incurred in the quarter.

Interest expense for the quarter was $52,000 compared to $117,000 for the third quarter of fiscal 2004, due mainly to lower levels of debt.

Depreciation and amortization expenses for the quarter were similar to those for last year's third quarter.

Loss before income tax for the just-ended third quarter was $1.1 million, compared with earnings before income taxes of $1.6 million for the third quarter of fiscal 2004. This decrease is due to the higher levels of activity last year.

Net loss for the quarter was $0.8 million ($0.09 per share), compared with net earnings of $1.0 million ($0.12 per share) for the third quarter of fiscal 2004.

Consolidated results - nine months ended March 31, 2005

Consolidated revenues for the nine month period ending March 31, 2005, were $28.5 million, compared to $55.2 million for the nine month period ending March 31, 2004. This decrease is due to reduced levels of new construction activity.

Steeplejack's gross profit percentage of 18.4 per cent declined compared to the 21.8 per cent for the first nine months of the prior year. This decrease in gross profit percentage is due to a reduction in scaffold asset utilization in the current year and price competition taking place in the industry.

General and administrative expenses for the first nine months of fiscal 2005 were $5.6 million, slightly lower than those for the first nine months of fiscal 2004

Interest expense for the nine months was $199,000 compared to $383,000 for the first nine months of fiscal 2004, again due to lower levels of debt.

Depreciation and amortization expenses for the first nine months of fiscal 2005 were similar to those for the first nine months of fiscal 2004.

Loss before income tax for the nine month period ending March 31, 2005 was $1.1 million, compared with earnings before income tax of $5.4 million for the nine month period ending March 31, 2004. The lower levels of profit directly relate to the lower levels of revenue.

Net loss for the nine months of fiscal 2005 was $0.8 million ($0.09 per share) compared with net earnings of $3.4 million ($0.43 per share) for the first nine months of fiscal 2004.

LIQUIDITY AND CAPITAL RESOURCES

For the first nine months of fiscal 2005, Steeplejack consumed $0.3 million in cash flow from operations, compared to generating cash of $5.0 million for the same period in fiscal 2004. The primary difference between the two periods stems from a decrease in net earnings.

The Company generated $9.8 million in cash from changes in non-cash operating accounts in the first nine months of fiscal 2005 compared to the same period in fiscal 2004 when the Company used $0.4 million in cash. The cash inflow created in the current fiscal year was primarily due to the collection of accounts receivables.

In the first nine months of fiscal 2005, the Company purchased $1.1 million in net new scaffold equipment and capital assets and repaid $1.8 million in long-term debt.

The Company has a $10.0 million operating line, of which $9.8 million was unutilized at March 31, 2005.

At March 31, 2005, Steeplejack had working capital of $6.1 million, compared to the prior year's $7.9 million. The Company has adequate working capital to support current levels of activity. The Company is currently evaluating its upcoming needs in light of current contracts signed and contracts currently being negotiated upon. Management has had positive discussions with its current lending institution and the capital market.

The Company does not use off-balance sheet financing arrangements.

There are no material changes in contractual obligations, other than the reduction in the amount outstanding.

CAPITAL ASSETS AND EXPENDITURES

Depending on the actual volume of new business received from the new contract in Fort McMurray, the Company may need to purchase a significant volume of new scaffold equipment. The financing for these purchases will be determined as the quantities become known.

SHARE CAPITAL

In the third quarter of 2005, the Company issued 43,600 (2004 - nil) options to purchase common shares of the Company at an exercise price of $3.82 per share. At May 5, 2005, the Company had 8,192,400 common shares outstanding and 69,600 stock options outstanding.

TRANSACTIONS WITH RELATED PARTIES

A certain director of the Company is also counsel in a legal firm that provided legal services to the Company in the amount of $42,330 during the first nine months of fiscal 2005. These transactions took place at normal commercial rates and terms.

CRITICAL ACCOUNTING ESTIMATES

Critical accounting estimates are substantially unchanged since the most recent annual MD&A found in the fiscal 2004 annual report.

CHANGES IN ACCOUNTING POLICIES

Stock-based compensation

As noted in the last annual MD&A, the Company adopted revisions to the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3870 with respect to the accounting and disclosure of stock-based compensation. The revised Section requires that the fair value of stock options be recorded in the financial statements. The Company has applied these provisions retroactively with restatement of the prior year, commencing July 1, 2004. Accordingly, on July 1, 2004, share capital was increased and retained earnings decreased by $30,313. This will account for the stock option expense that would have been charged to earnings in 2003 for all options issued between July 1, 2002 and June 30, 2004, and exercised in the third quarter of fiscal 2004.

In the first nine months of fiscal 2005 general and administrative expenses include compensation expense of $53,478 relating to stock options issued in fiscal 2005. This expense was credited to contributed surplus.

Asset retirement obligations

Effective July 1, 2004, the Company adopted CICA Handbook Section 3110 "Asset Retirement Obligations" which addresses the financial accounting and reporting obligations associated with the retirement of tangible, long-lived assets and their associated net retirement costs. Under the new Section, an asset retirement obligation is recognized at its fair value in the period in which it is incurred. Asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and a related amortization expense is recognized in future periods. Implementation of CICA 3110 did not have an impact on the Company's results from operations or its financial position.

MARKET AND GROWTH OUTLOOK

Steeplejack is focused on the industrial market sector, with an emphasis on expanding long-term maintenance accounts that provide a solid base of repeat business. The maintenance business is seasonal in nature due primarily to weather factors in our market territory. As well, due to increases in the levels of heavy construction, principally related to oil and gas activity in Alberta, the demand for Steeplejack's core services is increasing.

The Company also pursues work on selective construction projects on industrial plant sites. This type of activity will provide better returns on revenue producing assets and also generate greater revenues during traditionally slower quarters. The Company has currently signed one major new construction contract with CNRL and is negotiating on other projects.

FINANCIAL INSTRUMENTS

There are no changes, since the last annual MD&A, in significant financial instruments and risks associated with them.

BUSINESS RISKS

The Company's business risks are the same as disclosed in the most recent annual MD&A. The most significant issue facing the Company, at present, is the success it will have in acquiring new major construction projects and the timing of those projects. The Company anticipates a slight pick up in activity for the fourth quarter, primarily due to increase in activity from long term maintenance accounts. New construction projects the Company has been awarded will not start to impact results until fiscal 2006. As well, the Company is encouraged by high oil and natural gas prices, low interest rates and a low provincial tax rate, which are all conducive to increased levels of business.

FORWARD LOOKING STATEMENTS

This MD&A includes management's assessment of Steeplejack's future plans and operations, and therefore contains forward-looking statements.

By their nature, forward-looking statements are subject to numerous risks and uncertainties, some of which are beyond Steeplejack's control, including general economic conditions, industry conditions, volatility of commodity prices, competition from other industry participants, and the lack of qualified personnel and or management. The Company disclaims any intention or obligations to revise forward-looking statements whether as a result of new information, future developments or otherwise. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement.

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

The accompanying unaudited interim financial statements of the Company have been prepared by and are the responsibility of the Company's management. The Company's independent auditor has not performed a review of these financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.

------------------------------------
------------------------------------
CONSOLIDATED STATEMENT OF EARNINGS
AND RETAINED EARNINGS (unaudited)
Three month period ended March 31
------------------------------------

                                         -------------------------------
                                                  2005             2004
                                                       (restated Note 5)
                                         -------------------------------

Revenue
 Industrial contract revenue              $  7,499,030     $ 20,809,848
 Commercial rental and sales                   235,499          153,752
                                         --------------   --------------
                                             7,734,529       20,963,600
                                         --------------   --------------
Direct Expenses                              6,724,990       17,234,465
                                         --------------   --------------
Gross Profit                                 1,009,539        3,729,135
                                         --------------   --------------

General and Administrative Expenses          1,899,155        1,795,502
Interest Expense                                51,535          116,869
Depreciation and Amortization                  202,431          214,891
Loss on Disposal of Capital Assets               5,430            4,490
                                         --------------   --------------
                                             2,158,551        2,131,752
                                         --------------   --------------

(Loss) Earnings Before Income Taxes         (1,149,012)       1,597,383
                                         --------------   --------------
Income Tax (Recovery) Expense
 Current                                        55,087          539,513
 Future                                       (434,693)         100,000
                                         --------------   --------------
                                              (379,606)         639,513
                                         --------------   --------------
Net (Loss) Earnings                           (769,406)         957,870
                                         --------------   --------------

Retained Earnings, Beginning of Period      19,065,907       16,369,172
Change in Accounting Policy (Note 5)                 -          (30,313)
                                         --------------   --------------
As Restated                                 19,065,907       16,338,859
                                         --------------   --------------


Retained Earnings, End of Period          $ 18,296,501     $ 17,296,729
                                         --------------   --------------
                                         --------------   --------------

Basic (Loss) Earnings Per Share (Note 4)  $      (0.09)    $       0.12
                                         --------------   --------------
                                         --------------   --------------

Diluted (Loss) Earnings Per Share (Note 4)$      (0.09)    $       0.12
                                         --------------   --------------
                                         --------------   --------------


------------------------------------
------------------------------------
CONSOLIDATED STATEMENT OF EARNINGS
AND RETAINED EARNINGS (unaudited)
Nine month period ended March 31
------------------------------------

                                         -------------------------------
                                                  2005             2004
                                                       (restated Note 5)
                                         -------------------------------
Revenue
 Industrial contract revenue             $  27,670,010    $  54,190,125
 Commercial rental and sales                   800,180        1,006,406
                                         --------------   --------------
                                            28,470,190       55,196,531
Direct Expenses                             23,224,871       43,163,625
                                         --------------   --------------
Gross Profit                                 5,245,319       12,032,906
                                         --------------   --------------

General and Administrative Expenses          5,564,424        5,636,100
Interest Expense                               198,529          383,082
Depreciation and Amortization                  598,396          630,593
Loss (Gain) on Disposal of Capital Assets       18,899           (3,179)
                                         --------------   --------------
                                             6,380,248        6,646,596
                                         --------------   --------------

(Loss) Earnings Before Income Taxes         (1,134,929)       5,386,310
                                         --------------   --------------
Income Tax (Recovery) Expense
 Current                                        64,513        1,257,674
 Future                                       (432,611)         750,000
                                         --------------   --------------
                                              (368,098)       2,007,674
                                         --------------   --------------
Net (Loss) Earnings                           (766,831)       3,378,636
                                         --------------   --------------

Retained Earnings, Beginning of Period      19,063,332       13,948,406
Change in Accounting Policy (Note 5)                 -          (30,313)
                                         --------------   --------------
As Restated                                 19,063,332       13,918,093

Retained Earnings, End of Period         $  18,296,501    $  17,296,729
                                         --------------   --------------
                                         --------------   --------------

Basic (Loss) Earnings Per Share
 (Note 4)                                $       (0.09)   $        0.43
                                         --------------   --------------
                                         --------------   --------------

Diluted (Loss) Earnings Per Share
 (Note 4)                                $       (0.09)   $        0.42
                                         --------------   --------------
                                         --------------   --------------



-------------------------------------------------
-------------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOW (unaudited)
Three month period ended March 31
-------------------------------------------------

                                         -------------------------------
                                                  2005             2004
                                         -------------------------------
NET INFLOW (OUTFLOW) OF CASH RELATED TO
 THE FOLLOWING ACTIVITIES:
Operating
 Net (loss) earnings                     $    (769,406)   $     957,870
 Add (deduct) items not affecting cash
  Depreciation and amortization                202,431          214,891
  Loss on disposal of capital assets             5,430            4,490
  Loss on disposal of equipment held for
   rental or resale                              8,554            8,778
  Write down of equipment held for
   rental or resale                             81,325           15,106
  Stock-based compensation (Note 5)             27,754                -
  Future income tax (recovery) expense        (434,693)         100,000
                                         --------------   --------------
                                              (878,605)       1,301,135

 Changes in non-cash operating accounts      2,396,834        1,172,609
                                         --------------   --------------
                                             1,518,229        2,473,744
                                         --------------   --------------

Investing
 Proceeds from sale of capital assets           14,254              281
 Purchase of equipment held for rental
  or resale                                   (966,906)        (679,868)
 Proceeds on disposal of equipment held
  for rental or resale                          15,176           56,401
 Purchase of capital assets                   (109,902)        (141,996)
                                         --------------   --------------
                                            (1,047,378)        (765,182)
                                         --------------   --------------

Financing
 Common shares issued                                -          550,000
 Repayment of long-term debt                  (586,262)        (572,117)
                                         --------------   --------------
                                              (586,262)         (22,117)
                                         --------------   --------------

(Decrease) Increase in Cash                   (115,411)       1,686,445

Cash (Bank Indebtedness), Beginning of
 Period                                      4,028,173       (1,766,280)
                                         --------------   --------------

Cash (Bank Indebtedness), End of Period  $   3,912,762    $     (79,835)
                                         --------------   --------------
                                         --------------   --------------

Cash (Bank Indebtedness) comprised of:
 Cash and term deposits                  $   4,114,806    $           -
 Bank indebtedness                            (202,044)         (79,835)
                                         --------------   --------------

                                         $   3,912,762    $     (79,835)
                                         --------------   --------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION
 Amount of interest paid in the period   $      54,445    $     122,338
 Amount of income taxes paid in the
  period                                 $     203,191    $     253,887


-----------------------------------------------
-----------------------------------------------
CONSOLIDATED STATEMENT OF CASH FLOW (unaudited)
Nine month period ended March 31
-----------------------------------------------

                                         -------------------------------
                                                  2005             2004
                                         -------------------------------
NET INFLOW (OUTFLOW) OF CASH RELATED
 TO THE FOLLOWING ACTIVITIES:
Operating
 Net (loss) earnings                     $    (766,831)   $   3,378,636
 Add (deduct) items not affecting cash
  Depreciation and amortization                598,396          630,593
  Loss (Gain) on disposal of
   capital assets                               18,899           (3,179)
  Gain on disposal of equipment held
   for rental or resale                        (92,789)         (74,067)
  Write down of equipment held for
   rental or resale                            338,026          307,975
  Stock-based compensation (Note 5)             53,478                -
  Future income tax (recovery) expense        (432,611)         750,000
                                         --------------   --------------
                                              (283,432)       4,989,958

Changes in non-cash operating accounts       9,816,260         (381,741)
                                         --------------   --------------
                                             9,532,828        4,608,217
                                         --------------   --------------

Investing
 Proceeds from sale of capital assets           41,175           44,302
 Purchase of equipment held for
  rental or resale                          (1,159,307)      (1,322,953)
 Proceeds on disposal of equipment
  held for sale                                      -           31,596
 Proceeds on disposal of equipment
  for rental or resale                         247,653          549,906
 Purchase of capital assets                   (265,880)        (382,149)
                                         --------------   --------------
                                            (1,136,359)      (1,079,298)
                                         --------------   --------------

Financing
 Common shares issued                                -          550,000
 Proceeds from long-term debt                        -           84,305
 Repayment of long-term debt                (1,750,842)      (1,705,449)
                                         --------------   --------------
                                            (1,750,842)      (1,071,144)
                                         --------------   --------------

Increase in Cash                             6,645,627        2,457,775

Bank Indebtedness, Beginning of Period      (2,732,865)      (2,537,610)
                                         --------------   --------------

Cash (Bank Indebtedness), End of Period  $   3,912,762    $     (79,835)
                                         --------------   --------------

Cash (Bank Indebtedness) comprised of:
 Cash and term deposits                  $   4,114,806    $           -
 Bank indebtedness                            (202,044)         (79,835)
                                         --------------   --------------

                                         $   3,912,762    $     (79,835)
                                         --------------   --------------
                                         --------------   --------------


SUPPLEMENTAL DISCLOSURE OF
 CASH FLOW INFORMATION
 Amount of interest paid in the period   $     203,783    $     390,492
 Amount of income taxes paid in
  the period                             $   2,210,240    $   1,316,875


CONSOLIDATED BALANCE SHEET
                                     March 31,     June 30,    March 31,
                                         2005         2004         2004
                                   (Unaudited)    (Audited)  (Unaudited)
                                                 (restated    (restated
                                                    Note 5)      Note 5)
------------------------------------------------------------------------

Assets
Current Assets
 Cash and term deposits          $  4,114,806 $          - $          -
 Accounts receivable                6,804,180   20,015,316   19,174,673
 Income taxes recoverable             601,663            -            -
 Prepaid expenses                      82,222       92,029       34,187
                                 ------------ ------------ -------------
                                   11,602,871   20,107,345   19,208,860

Equipment Held for Sale                     -            -      168,404
Equipment Held for Rental
 or Resale                         21,751,153   21,435,735   20,952,987
Capital Assets                      1,980,639    2,022,230    1,962,366
                                 ------------ ------------ -------------
                                 $ 35,334,663 $ 43,565,310 $ 42,292,617
                                 ------------ ------------ -------------
                                 ------------ ------------ -------------
Liabilities
Current Liabilities
 Bank indebtedness               $    202,044 $  2,732,865 $     79,835
 Accounts payable and
  accrued liabilities               2,901,852    4,169,532    7,053,865
 Income taxes payable                       -    1,535,340      433,856
 Current portion of long-term debt  2,259,203    2,340,826    2,312,738
 Future income taxes                  155,027      897,149    1,450,000
                                 ------------ ------------ -------------
                                    5,518,126   11,675,712   11,330,294

Long-Term Debt                      2,689,105    4,358,324    4,964,202
Future Income Taxes                 5,172,061    4,862,550    5,096,000
                                 ------------ ------------ -------------
                                   13,379,292   20,896,586   21,390,496
                                 ------------ ------------ -------------
Shareholders' Equity
Share Capital                       3,605,392    3,605,392    3,575,079
Contributed Surplus (Note 5)           53,478            -       30,313
Retained Earnings                  18,296,501   19,063,332   17,296,729
                                 ------------ ------------ -------------
                                   21,955,371   22,668,724   20,902,121
                                 ------------ ------------ -------------
                                 $ 35,334,663 $ 43,565,310 $ 42,292,617
                                 ------------ ------------ -------------
                                 ------------ ------------ -------------

NOTES TO THE CONSOLIDATED

FINANCIAL STATEMENTS (unaudited)

Nine month period ended March 31, 2005

1. Basis of presentation

These interim unaudited consolidated financial statements should be read in conjunction with the most recent annual consolidated financial statements of the Company for the year ended June 30, 2004, as set out in the 2004 Annual Report. They have been prepared in accordance with Canadian generally accepted accounting principles, using the same accounting policies as set out in the consolidated financial statements for the year ended June 30, 2004, except as reported in Note 5.

2. Changes in accounting policies

Effective July 1, 2004, the Company adopted CICA Handbook Section 3110 "Asset Retirement Obligations" which addresses the financial accounting and reporting obligations associated with the retirement of tangible, long-lived assets and their associated net retirement costs. Under the new Section, an asset retirement obligation is recognized at its fair value in the period in which it is incurred. Asset retirement costs are capitalized as part of the carrying amount of the long-lived asset and a related amortization expense is recognized in future periods. Implementation of CICA 3110 did not have an impact on the Company's results from operations or its financial position.

3. Share capital

Common shares as of March 31, 2005
Authorized                                                    Unlimited
Outstanding                                                   8,192,400
Weighted average for three months ending March 31, 2005       8,192,400
Weighted average for nine months ending March 31, 2005        8,192,400

4. Earnings per share

The calculation of basic and diluted earnings per share is based on the weighted average number of common shares outstanding during the year, net of shares repurchased.

In calculating diluted earnings per share under the treasury stock method, the numerator remains unchanged from the basic earnings per share calculation, as the assumed exercise of the Company's stock options does not result in an adjustment to income. The reconciliation of the denominator in calculating diluted earnings per share is as follows:

Three month period ended March 31                      2005        2004
                                                  ---------   ---------
Weighted average number of common shares
 outstanding
  Used to calculate basic earnings per share      8,192,400   7,959,433
  Effect of dilutive securities                       1,525     160,129
                                                  ---------   ---------
Weighted average number of common shares
 outstanding
  Used to calculate diluted earnings per share    8,193,925   8,119,562
                                                  ---------   ---------
                                                  ---------   ---------

Nine month period ended March 31                       2005        2004
                                                  ---------   ---------
Weighted average number of common shares
 outstanding
  Used to calculate basic earnings per share      8,192,400   7,780,764
  Effect of dilutive securities                       1,044     190,618
                                                  ---------   ---------
Weighted average number of common shares
 outstanding
  Used to calculate diluted earnings per share    8,193,444   7,791,382
                                                  ---------   ---------
                                                  ---------   ---------

5. Stock-based compensation plan

Effective July 1, 2004, the Company adopted revisions to Section 3870 of the CICA Handbook with respect to the accounting and disclosure of stock-based compensation. The revised Section 3870 requires that the fair value of stock options be recorded in the financial statements. The Company has elected to apply the provisions retroactively with restatement of prior years. As a result, as at July 1, 2003 the compensation cost of 125,000 options issued in 2003 amounting to $30,313 has been charged to retained earnings with a corresponding increase to contributed surplus. In the third quarter of 2004 these stock options were exercised at an average price of $1.05 and the contributed surplus of $30,313 was reclassified to share capital.

During the three months ended March 31, 2005, the Company issued 43,600 (2004 - nil) options for common shares of the Company at an exercise price of $3.82. The fair value of each option granted by the Company is estimated using the Black-Scholes option pricing model assuming no dividends are paid on common shares, a risk-free interest rate of 3.06%, an average life of three years and a volatility of 44.15%. The amounts computed according to the Black-Scholes pricing model may not be indicative of the actual values realized upon the exercise of the options by the holders.

General and administrative expenses include compensation expense of $27,754 relating to stock options issued during the quarter and $53,478 relating to stock options issued during the nine months ended March 31, 2005.

6. Seasonality and quarterly fluctuations

Steeplejack's primary focus is on developing long-term industrial maintenance contracts. As a result, revenue has been affected by the scheduling of maintenance shutdowns at customer industrial facilities and by weather conditions for outdoor projects. These factors combine to make the Company's business seasonal.

For the past two years the Company broadened its focus to include selective expansion projects on industrial plant sites. This type of activity can generate greater revenue during traditionally slower quarters. However, this type of activity is typically cyclical in nature.

Accordingly, quarterly results fluctuate and the results of one fiscal quarter should not be deemed representative of any quarter or for the full fiscal year.

CORPORATE DIRECTORY:


Head office                       Directors and Officers
 8925 - 62 Avenue                  Patrick F. Ross
 Edmonton, Alberta, Canada          President and Chief
 T6E 5L2                            Executive Officer, Director
 Tel. (780) 465-9016               David S.J. Dawyd, CA
 Fax (780) 466-8584                 Vice-President Finance and
 E-mail: request@steeplejack.ca     Chief Financial Officer
 Website: www.steeplejack.ca       R. Ian Barrigan, Director
                                   Douglas O. Goss, Director
                                   T. Jerrold Jackson, Director
                                   Clayton Sissons, Director

Banking                           Transfer Agent
 Canadian Western Bank             Computershare Trust Company of Canada
 2300, 10303 Jasper Avenue         600, 530 - 8th Avenue SW
 Edmonton, Alberta, Canada         Calgary, Alberta, Canada
 T5J 3N6                           T2E 8S1

Legal                             Auditors
 Bryan & Company                   PricewaterhouseCoopers LLP
 Barristers and Solicitors         TD Tower
 2600 Manulife Place               10088 - 102 Avenue Suite 1501
 10180 - 101 Street                Edmonton, Alberta, Canada
 Edmonton, Alberta, Canada         T5J 3N5
 T5J 3Y2

Exchange Listing
 Toronto Stock Exchange
 Trading Symbol: SID

FOR FURTHER INFORMATION PLEASE CONTACT:

Steeplejack Industrial Group Inc.
Pat Ross
President and CEO
(780) 465-9016
or
Steeplejack Industrial Group Inc.
David Dawyd, CA
VP Finance and CFO
(780) 465-9016
Email: request@steeplejack.ca
Website: www.steeplejack.ca




 

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