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8-K - THE SHAW GROUP INC. 8-K - SHAW GROUP INCa6678246.htm

Exhibit 99.1

Shaw Reports Second Quarter Fiscal Year 2011 Financial Results

BATON ROUGE, La.--(BUSINESS WIRE)--April 11, 2011--The Shaw Group Inc. (NYSE: SHAW) today announced financial results for the second quarter of fiscal year 2011, which ended Feb. 28, 2011.

Second Quarter Fiscal Year 2011 Overview:

  • $2.9 billion in new awards for the quarter driven by Environmental & Infrastructure and Power segments, resulting in the overall backlog increasing to $20.6 billion from $19.2 billion in the previous quarter
  • Earnings were driven by solid project execution in most segments but were offset by cost increases of $9.5 million after-tax, or $0.11 per share, on an Energy & Chemicals segment project
  • Quarterly results also include a previously announced $23 million pre-tax arbitration award payment within our Power segment
  • Reduction in earnings per share of $0.06 related to a decrease in percent complete from increased scope of work on a domestic project and currency loss on a foreign project
  • Repurchased 1.2 million shares for approximately $47.4 million through the company’s share repurchase program during the quarter and in March, repurchased an additional 4.6 million shares for $154.2 million
  • Completed the buyout of a joint-venture partner establishing full control over high-value engineering center in India
  • Following the quarter end, the Environmental & Infrastructure segment completed the acquisition of Coastal Planning & Engineering to expand further its water resources and ports and harbor expertise

“Overall, our business segments performed at or better than plan this quarter with the exception of Energy & Chemicals, which was impacted by reduced earnings on a major petrochemical project,” said J.M. Bernhard Jr., chairman, president and chief executive officer of Shaw.

“While the devastating events in Japan have drawn significant attention to the nuclear power industry, work on our nuclear power units currently under construction continues as planned. We believe the Westinghouse AP1000™ technology with its passive safety features will remain a technology of choice for our clients,” continued Mr. Bernhard. “Additionally, Shaw’s experience in performing construction services at nuclear power plants and emergency response services after natural disasters, positions us to assist with the recovery efforts in Japan and any future modification needs to existing power plants in the U.S. and internationally.”


Financial Results:

Because of the non-cash, non-operational impact on reported earnings resulting solely from movement in exchange rates between the U.S. dollar and the Japanese yen, Shaw uses financial results excluding its Investment in Westinghouse segment to measure and communicate financial performance.

The following results exclude Shaw’s Westinghouse segment:

Three Months Ended Feb. 28

Excluding the Westinghouse Segment

    2011   2010
Net Income Attributable to Shaw   $35.0 million   $40.1 million
Diluted Earnings Per Share   $0.40   $0.47
EBITDA   $78.0 million   $82.4 million
Revenues   $1.4 billion   $1.6 billion
Net Cash from Operating Activities   $63.1 million   $94.7 million
Total Cash   $1.5 billion   $1.7 billion
   

For the second quarter of fiscal year 2011, Shaw’s Westinghouse segment includes a non-cash, non-operating foreign exchange translation loss of $46.9 million pre-tax, or $28.7 million after tax. The prior year’s period included a non-cash foreign exchange translation gain of $39.4 million pre-tax, or $24.2 million after tax.

The following results include Shaw’s Westinghouse segment:

Three Months Ended Feb. 28

Including the Westinghouse Segment

    2011   2010
Net Income Attributable to Shaw   $1.2 million   $61.5 million
Diluted Earnings Per Share   $0.01   $0.72
EBITDA   $33.2 million   $126.3 million
Revenues   $1.4 billion   $1.6 billion
Net Cash from Operating Activities   $70.7 million   $106.8 million
Total Cash   $1.5 billion   $1.7 billion
   

Revision of Prior Period Financial Statements

In preparing the quarterly financial results, we identified an accounting error in our consolidated financial statements affecting fiscal years 2009 and 2010. The error relates to our calculation of revenue on a multi-currency contract in our Energy & Chemicals segment. The effect of this error in fiscal year 2009 was to overstate revenues by $3.4 million and net income and retained earnings by $2.2 million and in fiscal year 2010 to overstate revenues by $16.7 million and net income and retained earnings by $10.7 million. We believe the effects of the error were not material to any previously reported quarterly or annual period, but we are revising our financial reports for fiscal year 2010 herein and in our quarterly report.


Fiscal Year 2011 Guidance:

Guidance for fiscal year 2011 has been updated as follows:

  • Revenue: approximately $6.3 billion
  • Diluted earnings per share, excluding Westinghouse: $1.86 - $1.91 per share
  • Operating cash flow: approximately $0 - $100 million

Presentation Webcast:

Shaw will host an analyst meeting in New York, N.Y., April 11, 2011, at 9 a.m. Eastern. The meeting will feature a presentation by Shaw’s executive management to include financial results for the second quarter of fiscal year 2011, as well as a presentation on Shaw’s nuclear power business. The presentation will be webcast live and archived on Shaw's website at www.shawgrp.com.

Investment in Westinghouse:

Shaw’s subsidiary Nuclear Energy Holdings (NEH) has a 20 percent equity interest in companies collectively known as the Westinghouse Group. NEH financed this investment partially through issuing limited recourse Japanese yen-denominated bonds and, to mitigate the risk associated with foreign currency fluctuation, simultaneously entered into a yen-denominated put option agreement with Toshiba, which provides NEH the option to sell all or part of its equity interest to Toshiba and receive a pre-determined yen-denominated price for the shares.

For U.S. reporting purposes, the yen-denominated bonds are revalued at each quarter’s end to the current U.S. dollar exchange rate; however, the yen-denominated put option, which naturally hedges the foreign exchange movements of the Japanese yen-denominated bonds, is not revalued at current exchange rates for U.S. financial reporting purposes. Therefore, our reported financial results frequently reflect the volatility of the yen-dollar exchange rates showing significant non-cash translation exchange gains or losses.

Calculation of EBITDA:

Shaw defines EBITDA as earnings before interest expense, income taxes, depreciation and amortization. EBITDA is an important financial measure used by Shaw to assess performance. Although it is calculated using components derived from our financial statements prepared under generally accepted accounting principles (GAAP), EBITDA itself is not a GAAP measure.

A table reconciling EBITDA to its most directly comparable GAAP measure is included in the summarized financial information within this release. Calculations of EBITDA should not be viewed as a substitute for calculations under GAAP, including net cash provided by operations, operating income and net income attributable to Shaw. In addition, EBITDA calculations by one company may not be comparable to EBITDA calculations made by another company.


Calculation of Total Cash:

Shaw defines total cash as the sum of cash and cash equivalents, restricted and escrowed cash and cash equivalents, short-term investments and restricted short-term investments.

About Shaw:

The Shaw Group Inc. (NYSE:SHAW) is a leading global provider of engineering, construction, technology, fabrication, remediation and support services for clients in the energy, chemicals, environmental, infrastructure and emergency response industries. A Fortune 500 company with fiscal year 2010 annual revenues of $7 billion, Shaw has approximately 27,000 employees around the world and is the power sector industry leader according to Engineering News-Record’s list of Top 500 Design Firms. For more information, please visit Shaw’s website at www.shawgrp.com.

This press release contains forward-looking statements and information about our current and future prospects and our operations and financial results, which are based on currently available information. The forward looking statements include assumptions about our operations, such as cost controls and market conditions, that may not be realized. Actual future results and financial performance could vary significantly from those anticipated in such statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, the occurrence of certain events or otherwise.

Among the factors that could cause future events or transactions to differ from those we expect are those risks discussed under Item 1A “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended August 31, 2010, our Quarterly Reports on Form 10-Q for the quarters ended May 31, 2010, November 30, 2010, and February 28, 2011, and other reports filed with the Securities and Exchange Commission (SEC). Please read our “Risk Factors” and other cautionary statements contained in these filings.

As a result of these risks and others, actual results could vary significantly from those anticipated in this press release, and our financial condition and results of operations could be materially adversely affected.


 
 
THE SHAW GROUP INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2011 AND 2010
(in thousands, except per share amounts)
                       
Three Months Ended Six Months Ended

 

2011

 

2010

 

2011

 

2010

Revenues $ 1,424,814 $ 1,620,793 $ 2,968,096 $ 3,474,368
Cost of revenues   1,308,854     1,479,119     2,790,532     3,182,898  
Gross profit 115,960 141,674 177,564 291,470
Selling, general and administrative expenses   73,056     72,319     143,951     148,097  
Operating income 42,904 69,355 33,613 143,373
Interest expense (1,215 ) (1,820 ) (2,551 ) (2,800 )

Interest expense on Japanese yen-denominated bonds, including accretion and amortization

(10,380 ) (9,276 ) (20,895 ) (18,633 )
Interest income 6,181 3,455 8,502 5,414

Foreign currency translation gains (losses) on Japanese yen-denominated bonds, net

(46,910 ) 39,388 (59,320 ) (62,952 )
Other foreign currency transaction gains (losses), net 2,965 2,560 3,963 2,143
Other income (expense), net   3,917     (2,294 )   4,301     2,752  

Income (loss) before income taxes and earnings from unconsolidated entities

(2,538 ) 101,368 (32,387 ) 69,297
Provision (benefit) for income taxes   (987 )   36,635     (12,714 )   23,707  

Income (loss) before earnings from unconsolidated entities

(1,551 ) 64,733 (19,673 ) 45,590

 

Income from 20% Investment in Westinghouse, net of income taxes

1,801 2,826 4,280 2,458
Earnings from unconsolidated entities, net of income taxes   1,954     430     2,347     638  
Net income (loss) $ 2,204   $ 67,989   $ (13,046 ) $ 48,686  
Less: Noncontrolling interests in income of consolidated subsidiaries, net of tax   1,008     6,482     1,761     10,828  
Net income (loss) attributable to Shaw $ 1,196   $ 61,507   $ (14,807 ) $ 37,858  
 
Net income (loss) attributable to Shaw per common share:
Basic $ 0.01   $ 0.73   $ (0.17 ) $ 0.45  
Diluted $ 0.01   $ 0.72   $ (0.17 ) $ 0.44  
 
Weighted average shares outstanding:
Basic 85,199 83,915 85,048 83,668
Diluted 86,810 85,636 85,048 85,448

 
 
THE SHAW GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF FEBRUARY 28, 2011 AND AUGUST 31, 2010
(in thousands, except per share amounts)
               
February 28, 2011

(Unaudited)

August 31, 2010
 
ASSETS
Current assets
Cash and cash equivalents ($69.4 million and $82.3 million related to variable interest entities (VIEs) $ 659,516 $ 912,736

Restricted and escrowed cash and cash equivalents ($0.0 million and $4.5 million related to VIEs)

68,975 33,926
Short-term investments ($12.8 million and $10.1 million related to VIEs) 508,734 551,960
Restricted short-term investments 276,142 321,056
Accounts receivable, including retainage, net ($3.6 million and $28.3 million related to VIEs) 895,527 833,574
Inventories 224,569 228,891
Costs and estimated earnings in excess of billings on uncompleted contracts, including claims 530,284 637,651
Deferred income taxes 328,689 319,712
Investment in Westinghouse 983,832 967,916
Prepaid expenses and other current assets   88,059     64,468  
Total current assets 4,564,327 4,871,890
Investments in and advances to unconsolidated entities, joint ventures and limited partnerships 15,975 11,656
Property and equipment, at cost 832,339 777,739
Less: accumulated depreciation   (325,147 )   (293,098 )
Property and equipment, net 507,192 484,641
Goodwill 527,100 499,495
Intangible assets 14,895 18,040
Deferred income taxes 14,074 14,925
Other assets   128,815     95,622  
Total assets $ 5,772,378   $ 5,996,269  
 
LIABILITIES AND EQUITY
Current liabilities
Accounts payable $ 717,663 $ 878,984
Accrued salaries, wages and benefits 130,079 149,010
Other accrued liabilities 185,579 186,835
Advanced billings and billings in excess of costs and estimated earnings on uncompleted contracts 1,428,624 1,488,568
Japanese yen-denominated bonds secured by Investment in Westinghouse 1,579,876 1,520,674
Interest rate swap contract on Japanese yen-denominated bonds 28,992 33,242
Short-term debt and current maturities of long-term debt   443     4,479  
Total current liabilities 4,071,256 4,261,792
Long-term debt, less current maturities 808 979
Deferred income taxes 53,254 59,282
Other liabilities   101,805     99,829  
Total liabilities   4,227,123     4,421,882  
Shaw shareholders' equity
Preferred Stock, no par value, 20,000,000 shares authorized; no shares issued and outstanding - -

Common Stock, no par value, 200,000,000 shares authorized; 91,632,049 and 90,669,011 shares issued, respectively; and 84,636,625 and 84,913,062 shares outstanding, respectively

1,303,490 1,283,890
Retained earnings 488,664 503,471
Accumulated other comprehensive loss (118,399 ) (142,645 )
Treasury stock, 6,995,424 shares and 5,755,949 shares, respectively   (165,370 )   (117,453 )
Total Shaw shareholders' equity 1,508,385 1,527,263
Noncontrolling interests   36,870     47,124  
Total equity   1,545,255     1,574,387  
Total liabilities and equity $ 5,772,378   $ 5,996,269  

 
 
THE SHAW GROUP INC. AND SUBSIDIARIES
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2011 AND 2010
REVENUES BY GEOGRAPHY
(in millions)
                       
Three Months Ended Six Months Ended
2011   2010   2011   2010  
(in millions)

   %   

(in millions)

   %   

(in millions)

   %   

(in millions)

   %   

United States $ 1,183.0 83 $ 1,263.4 78 $ 2,491.3 84 $ 2,718.8 78
Asia/Pacific Rim Countries 164.2 12 248.0 16 332.9 11 512.0 15
Middle East 33.0 2 70.3 4 58.7 2 163.1 5
Canada 1.9 3.6 5.1 7.2
United Kingdom and other European Countries 29.5 2 11.8 1 57.6 2 36.9 1
South America and Mexico 12.0 1 3.0 16.7

1

6.6
Other   1.2   20.7 1   5.8

-

  29.8 1
Total revenues $ 1,424.8 100% $ 1,620.8 100% $ 2,968.1 100% $ 3,474.4 100%
 
BACKLOG BY SEGMENT
(in millions)
 
February 28, 2011 % August 31, 2010 %
 
Power $ 11,459.3 56 $ 11,407.9 57
Plant Services 1,650.9 8 1,850.0 9
E&I 5,523.9 27 4,942.8 24
E&C 640.1 3 759.1 4
F&M   1,321.9 6   1,246.7 6
Total backlog $ 20,596.1 100% $ 20,206.5 100%

 
 
REVENUES AND GROSS PROFIT BY SEGMENT
FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2011 AND 2010
(in millions, except percentages)
                   
Three Months Ended Six Months Ended
2011 2010 2011 2010
 
Revenues
Power $ 558.3 $ 551.6 $ 1,063.3 $ 1,131.2
Plant Services $ 200.0 177.2 457.8 470.6
E&I $ 390.2 488.3 908.7 1,016.5
E&C $ 160.2 283.7 338.6 618.1
F&M $ 116.1 120.0 199.7 237.9
Corporate  

   

      0.1  
Total revenues $ 1,424.8   $ 1,620.8   $ 2,968.1   $ 3,474.4  
 
Gross profit
Power $ 56.7 $ 18.7 $ 27.1 $ 51.7
Plant Services $ 15.9 8.4 39.2 28.6
E&I $ 35.9 45.3 84.3 92.8
E&C $ (13.2 ) 43.4 (6.8 ) 72.8
F&M $ 19.5 24.1 31.6 44.7
Corporate $ 1.2     1.8     2.2     0.9  
Total gross profit $ 116.0   $ 141.7   $ 177.6   $ 291.5  
 
Gross profit percentage
Power 10.2 % 3.4 % 2.5 % 4.6 %
Plant Services 8.0 4.7 8.6 6.1
E&I 9.2 9.3 9.3 9.1
E&C (8.2 ) 15.3 (2.0 ) 11.8
F&M 16.8 20.1 15.8 18.8
Corporate   NM     NM     NM     NM  

Total gross profit percentage

  8.1 %   8.7 %   6.0 %   8.4 %
 
NM - Not Meaningful
 
 

The Shaw Group Inc. believes it is important that we discuss our operating results excluding the Investment in Westinghouse segment. We acquired a 20 percent interest in Westinghouse in October 2006. We have classified the Investment in Westinghouse as a separate operating segment. The majority of the activity related to this segment will be recorded below the operating income line. During the quarter, we have recorded interest expense, as well as other significant non-cash charges related to the investment. We believe that presenting our financial results excluding the Investment in Westinghouse segment is important to investors and management to demonstrate the profitability of our other segments, as well as to point out certain non-cash charges related to this investment.
     
THE SHAW GROUP INC.
RECONCILIATION OF SHAW CONSOLIDATED RESULTS TO SHAW EXCLUDING INVESTMENT IN WESTINGHOUSE SEGMENT
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2011    
(in millions, except per share data)   Q-2 FY 2011
Quarter ended February 28, 2011
    Westinghouse     Excluding
Consolidated Segment Westinghouse
 
Revenues $ 1,424.8 $ - $ 1,424.8
Cost of revenues   1,308.8     -     1,308.8  
Gross profit 116.0 - 116.0
 
Selling, general and administrative expenses   73.1     0.9     72.2  
 
Operating income 42.9 (0.9 ) 43.8
 
Interest expense (1.2 ) - (1.2 )
Interest expense on Japanese yen-denominated bonds including accretion and amortization (10.4 ) (10.4 ) -
Interest income 6.2 - 6.2
Foreign currency translation gains (losses) on Japanese yen-denominated bonds, net (46.9 ) (46.9 ) -
Other foreign currency transaction gains (losses), net 3.0 - 3.0
Other income (expense), net   3.9     -     3.9  
(45.4 ) (57.3 ) 11.9
 
Income (loss) before income taxes and earnings from unconsolidated entities (2.5 ) (58.2 ) 55.7
Provision (benefit) for income taxes   (0.9 )   (22.6 )   21.7  
 
Income (loss) before earnings from unconsolidated entities (1.6 ) (35.6 ) 34.0
 
Income from 20% Investment in Westinghouse, net of income taxes 1.8 1.8 -
Earnings (losses) from unconsolidated entities, net of income taxes 2.0 - 2.0
     
Net income (loss)   2.2     (33.8 )   36.0  
 
Noncontrolling interests in income of consolidated subsidiaries, net of tax   (1.0 )   -     (1.0 )
 
Net income (loss) attributable to Shaw $ 1.2     ($33.8 ) $ 35.0  
 
Net income (loss) attributable to Shaw per common share:
Basic $ 0.01   $ (0.39 ) $ 0.40  
Diluted $ 0.01   $ (0.39 ) $ 0.40  
 
Weighted average shares outstanding:
Basic 85.2 85.2 85.2
Diluted 86.8 86.8 86.8

     
 

THE SHAW GROUP INC.

RECONCILIATION OF SHAW CONSOLIDATED RESULTS TO SHAW EXCLUDING INVESTMENT IN WESTINGHOUSE SEGMENT
FOR THE THREE MONTHS ENDED FEBRUARY 28, 2010    
(in millions, except per share data)   Q-2 FY 2010
Quarter ended February 28, 2010
    Westinghouse     Excluding
Consolidated Segment Westinghouse
 
Revenues $ 1,620.8 - $ 1,620.8
Cost of revenues   1,479.1     -     1,479.1  
Gross profit 141.7 - 141.7
 
Selling, general and administrative expenses   72.3     0.1     72.2  
 
Operating income 69.4 (0.1 ) 69.5
 
Interest expense (1.8 ) - (1.8 )
Interest expense on Japanese yen-denominated bonds including accretion and amortization (9.3 ) (9.3 ) -
Interest income 3.5 - 3.5
Foreign currency translation gains (losses) on Japanese yen-denominated bonds, net 39.4 39.4 -
Other foreign currency transaction gains (losses), net 2.5 - 2.5
Other income (expense), net   (2.3 )   -     (2.3 )
32.0 30.1 1.9
 
Income (loss) before income taxes and earnings from unconsolidated entities 101.4 30.0 71.4
Provision (benefit) for income taxes   36.6     11.4     25.2  
 
Income (loss) before earnings from unconsolidated entities 64.8 18.6 46.2
 
Income from 20% Investment in Westinghouse, net of income taxes 2.8 2.8 -
Earnings (losses) from unconsolidated entities, net of income taxes 0.4 - 0.4
     
Net income (loss)   68.0     21.4     46.6  
 
Noncontrolling interests in income of consolidated subsidiaries, net of tax   (6.5 )   -     (6.5 )
 
Net income (loss) attributable to Shaw $ 61.5     21.4   $ 40.1  
 
Net income (loss) attributable to Shaw per common share:
Basic $ 0.73   $ 0.25   $ 0.48  
Diluted $ 0.72   $ 0.25   $ 0.47  
 
Weighted average shares outstanding:
Basic 83.9 83.9 83.9
Diluted 85.6 85.6 85.6
 
 

REGULATION G DISCLOSURES

The Shaw Group Inc. defines EBITDA as earnings before interest expense, income taxes, depreciation and amortization. EBITDA is an important financial measure used by The Shaw Group Inc. to assess performance. Although it is calculated using components derived from our GAAP financial statements, EBITDA itself is not a GAAP measure. The following table reflects the company's calculation of EBITDA and EBITDA percentage. Calculations of EBITDA should not be viewed as a substitute for calculations under GAAP, including cash flow from operations, operating income and net income. In addition, EBITDA calculations by one company may not be comparable to EBITDA calculations made by another company.

RECONCILIATION OF EBITDA CALCULATION FOR THE THREE MONTHS ENDED FEBRUARY 28, 2011
         
Q-2 FY 2011
         

   Westinghouse   

Excluding

(in millions)

   Consolidated   

Segment

   Westinghouse   

 

Net income (loss) attributable to Shaw      

$ 1.2 $ (33.8) $ 35.0
Interest expense 11.6 10.4 1.2
Depreciation and amortization 19.1 - 19.1
Provision for income taxes (0.9) (22.6) 21.7
Income taxes on unconsolidated subs   2.2     1.2     1.0
EBITDA $ 33.2   $ (44.8)   $ 78.0
 
RECONCILIATION OF EBITDA CALCULATION FOR THE THREE MONTHS ENDED FEBRUARY 28, 2010
         
Q-2 FY 2010
     

Westinghouse

Excluding

(in millions)

Consolidated

Segment

Westinghouse

 
Net income (loss) attributable to Shaw $ 61.5 $ 21.4 $ 40.1
Interest expense 11.1 9.3 1.8
Depreciation and amortization 15.0 - 15.0
Provision for income taxes 36.6 11.4 25.2
Income taxes on unconsolidated subs   2.1     1.8     0.3
EBITDA $ 126.3   $ 43.9   $ 82.4

CONTACT:
The Shaw Group Inc.
Media and Financial Contact:
Gentry Brann, 225-987-7372
gentry.brann@shawgrp.com