| 1. |
Accounting Policies
These consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles (GAAP) and follow the same accounting principles and methods of application as the most recent annual consolidated financial statements. Since the interim financial statements do not include all disclosures required by GAAP, they should be read in conjunction with Cameco's annual consolidated financial statements included in the 2005 annual report. Certain comparative figures for the prior period have been reclassified to conform to the current period's presentation. |
| |
|
| 2. |
Bruce Power L.P. ("BPLP")
| (a) |
Summary Financial Information
Cameco holds a 31.6% limited partnership interest in BPLP. Prior to November 1, 2005, Cameco accounted for its interest in BPLP using the equity method. Since November 1, 2005, Cameco has proportionately consolidated its share of BPLP. Cameco's proportionate share of BPLP's financial results are shown below. |
| (i) |
Income Statements
 |
| |
Three Months Ended |
| (millions) |
Mar 31/06 |
Mar 31/05 |
 |
| Revenue |
$106 |
$130 |
| Operating costs |
58 |
97 |
 |
| Earnings before interest and taxes |
48 |
33 |
| Interest |
4 |
5 |
 |
| Earnings before taxes |
44 |
28 |
 |
|
| (ii) |
Balance Sheets
 |
| (millions) |
Mar 31/06 |
Dec 31/05 |
 |
| Current assets |
$117 |
$133 |
| Property, plant and equipment |
416 |
415 |
| Long-term receivables and investments |
135 |
144 |
 |
| |
$668 |
$692 |
 |
| Current liabilities |
$72 |
$98 |
| Long-term liabilities |
354 |
354 |
 |
| |
426 |
452 |
| Equity |
242 |
240 |
 |
| |
$668 |
$692 |
 |
|
| (iii) |
Cash Flows
 |
| |
Three Months Ended |
| (millions) |
Mar 31/06 |
Mar 31/05 |
 |
| Cash provided by operations |
$25 |
$38 |
| Cash used in investing |
(13) |
(19) |
| Cash used in financing |
(33) |
(2) |
 |
|
| (b) |
Financial Assurances
Cameco has provided the following financial assurances on behalf of the partnership, with varying terms that range from 2004 to 2018:
| (i) |
Licensing assurances to Canadian Nuclear Safety Commission of up to $133,300,000. At March 31, 2006, Cameco's actual exposure under these assurances was $23,700,000. |
| (ii) |
Guarantees to customers under power sale agreements of up to $153,700,000. At March 31, 2006, Cameco's actual exposure under these guarantees was $53,500,000. |
| (iii) |
Termination payments to Ontario Power Generation Inc. (“OPG”) pursuant to the lease agreement of $58,300,000. |
|
|
| |
|
| 3. |
Long-Term Debt
The fair value of the outstanding convertible debentures based on the quoted market price of the debentures at March 31, 2006 was approximately $896,540,000. |
| |
|
| 4. |
Share Capital
| (a) |
At March 31, 2006, there were 350,918,907 common shares outstanding. |
| (b) |
Options in respect of 8,830,216 shares are outstanding under the stock option plan and are exercisable up to 2015. Upon exercise of certain existing options, additional options in respect of 76,600 shares would be granted. For the quarter ended March 31, 2006, 1,344,244 options were exercised (2005 - 914,260). |
|
| |
|
| 5. |
Interest and Other
 |
| |
Three Months Ended |
| (thousands) |
Mar 31/06 |
Mar 31/05 |
 |
| Interest on long-term debt |
$12,434 |
$7,154 |
| Other interest and financing charges |
456 |
455 |
| Interest income |
(5,982) |
(1,313) |
| Foreign exchange (gains) losses |
183 |
(612) |
| (Gains) losses on derivatives |
394 |
(751) |
| Capitalized interest |
(7,884) |
(5,520) |
 |
| Net |
$(399) |
$(587) |
 |
|
| |
|
| 6. |
Other Expense
 |
| |
Three Months Ended |
| (thousands) |
Mar 31/06 |
Mar 31/05 |
 |
| Dividends on portfolio investments |
$ |
- |
$1,317 |
| Equity in loss of associated companies |
|
(2,400) |
(1,740) |
 |
| Net |
$ |
(2,400) |
$(423) |
 |
|
| |
|
| 7. |
Income Tax Expense
 |
| |
Three Months Ended |
| (thousands) |
Mar 31/06 |
Mar 31/05 |
 |
| Current income taxes |
$30,700 |
$6,126 |
| Future income taxes |
(18,097) |
3,335 |
 |
| Income tax expense |
$12,603 |
$9,461 |
 |
|
| |
|
| 8. |
Per Share Amounts
 |
| |
Three Months Ended |
| (thousands) |
Mar 31/06 |
Mar 31/05 |
 |
| Basic earnings per share computation |
|
|
| Net earnings |
$117,448 |
$26,289 |
| Weighted average common shares outstanding |
349,933 |
346,430 |
 |
| Basic earnings per common share |
$0.34 |
$0.08 |
 |
| |
|
|
| Diluted earnings per share computation |
|
|
| Net earnings |
$117,448 |
$26,289 |
| Dilutive effect of: |
| Convertible debentures |
2,242 |
(a) |
 |
| Net earnings, assuming dilution |
$119,690 |
$26,289 |
 |
| |
|
|
| Weighted average common shares outstanding |
349,933 |
346,430 |
| Dilutive effect of: |
| Convertible debentures |
21,210 |
(a) |
| Stock options |
5,566 |
6,346 |
 |
| Weighted average common shares outstanding, assuming dilution |
376,709 |
352,776 |
 |
| Diluted earnings per common share |
$0.32 |
$0.07 |
 |
(a) Excluded from the calculation, as the instrument was not potentially dilutive to earnings during the period. |
| |
|
| 9. |
Stock-Based Compensation
Stock Option Plan
Cameco has established a stock option plan under which options to purchase common shares may be granted to directors, officers and other employees of Cameco. The options vest over three years and expire eight years from the date granted. Options granted prior to 1999 expire 10 years from the date of the grant of the option.
The aggregate number of common shares that may be issued pursuant to the Cameco stock option plan shall not exceed 31,460,418, of which 20,957,278 shares have been issued.
For the quarter ended March 31, 2006, Cameco has recorded compensation expense of $4,118,000 (2005- $2,791,000) with an offsetting credit to contributed surplus to reflect the estimated fair value of stock options granted to employees in 2006.
The fair value of the options issued was determined using the Black-Scholes option pricing model with the following assumptions:
 |
| |
Three Months Ended |
| (thousands) |
Mar 31/06 |
Mar 31/05 |
 |
| Number of options granted |
1,515,730 |
2,585,100 |
| Average strike price |
$41.02 |
$27.00 |
| Expected dividend |
$0.16 |
$0.12 |
| Expected volatility |
35% |
34% |
| Risk-free interest rate |
4.0% |
3.5% |
| Expected life of option |
4 years |
4 years |
| Expected forfeitures |
15% |
15% |
| Weighted average grant date fair values |
$13.19 |
$8.32 |
 |
|
| |
|
| 10. |
Business Acquisition
Effective February 1, 2006, Cameco acquired a 100% interest in Zircatec Precision Industries, Inc. for $108,845,000. Zircatec's primary business is manufacturing nuclear fuel bundles for sale to companies that generate electricity from Candu reactors. The acquisition was accounted for using the purchase method and the results of operations are included, as to 100%, in the consolidated financial statements from February 1, 2006.
The allocation of the purchase price for the acquisition has not yet been completed. The preliminary allocation of the purchase price, based on management's estimates, is as follows:
 |
| |
(thousands) |
 |
| Cash and other working capital |
$22,789 |
| Property, plant and equipment |
106,821 |
| Net liabilities |
(20,765) |
 |
| Net assets acquired |
$108,845 |
 |
| Financed by: |
|
| Cash |
$108,845 |
 |
|
| |
|
| 11. |
Statements of Cash Flows
Other Operating Items
 |
| |
Three Months Ended |
| (thousands) |
Mar 31/06 |
Mar 31/05 |
 |
| Inventories |
$26,539 |
$(37,965) |
| Accounts receivable |
94,051 |
120,668 |
| Accounts payable and accrued liabilities |
(14,855) |
(71,051) |
| Other |
2,967 |
31,087 |
 |
| Total |
$108,702 |
$42,739 |
 |
|
| |
|
| 12. |
Commitments and Contingencies
The following represent the material legal claims against the company and its subsidiaries.
| (a) |
The legal action commenced by Oren Benton has been settled and there was no financial impact on Cameco.
|
| (b) |
Cameco's wholly owned subsidiary, Power Resources Inc. (“PRI”), and two unrelated third parties have been sued in the United States District Court for the District of Wyoming by Mountain West Mines Inc. (“MWM”). MWM claims that PRI and the other defendants owe it royalties on uranium mined in the Powder River Basin of Wyoming (which encompasses the Highland and Smith Ranch operations). PRI's exposure consists of unpaid royalties plus interest, and a continuing royalty on uranium from its operations within the Powder River Basin of approximately four percent of the selling price. MWM has submitted an expert report claiming that the amount of unpaid royalties is $6,690,755 (US) for the period 1993 through 2003 and the amount of interest thereon is $4,153,607 (US) as of January 7, 2005. The non-jury trial for this matter had originally been scheduled to start on June 20, 2005. The presiding judge had rescheduled the trial to August 5, 2005. On April 29, 2005, a hearing was held on MWM's motion that the Statement of Defense filed by PRI and the other defendants be struck, and the competing motion by PRI and the two other defendants that MWM's complaint be struck. The Magistrate Judge issued a report to the presiding judge on May 27, 2005 recommending that the defendant's motion to strike MWM's complaint be granted. The presiding judge endorsed the report of the Magistrate Judge and issued a judgment on September 15, 2005 dismissing MWM's claim and awarding the defendant's legal costs. The judgment is now being appealed.
Management is of the opinion, after review of the facts with counsel, that PRI will prevail and, therefore, this action will not have a material financial impact on Cameco's financial position, results of operations and liquidity. |
| (c) |
On February 9, 2006, Cameco was served with a Statement of Claim issued out of the Ontario Superior Court of Justice by Rio Algom Limited ("Rio Algom"). Cameco is named in the Statement of Claim as a co-defendant with The Attorney General of Canada. In the Statement of Claim, Rio Algom is claiming against Cameco and The Attorney General of Canada $75,000,000 in damages plus costs and pre-judgment interest. The claim relates to tailings management costs incurred by Rio Algom for the now defunct uranium mines in the Elliott Lake area of northern Ontario. Rio Algom claims it is entitled to recover these costs under uranium sales agreements entered into in the 1950s by Rio Algom's predecessors and Eldorado Nuclear Mining and Refining Ltd., a federal crown corporation. Rio Algom claims Cameco is now responsible for Eldorado Nuclear Mining and Refining Ltd.'s historical liabilities. Cameco has retained counsel in Ontario to defend it on the basis that it is not a successor of Eldorado Nuclear Mining and Refining Ltd.. Efforts will be made to convince Rio Algom of this, and if unsuccessful, an application will be brought to have the action dismissed vis a vis Cameco.
Management is of the opinion, after review of the facts with counsel, that the claim is without merit and that the outcome of this action will not have a material financial impact on Cameco's financial position, results of operations and liquidity. |
|
| 13. |
Segmented Information |
| For the three months ended March 31, 2006 |
 |
| |
Uranium |
Fuel
Services |
Electricity |
Gold |
Inter-
Segment |
Total |
| Revenue |
$284,509 |
$44,002 |
$109,468 |
$107,361 |
$(3,401) |
$541,939 |
| Expenses |
|
|
|
|
|
|
| |
Products and services sold |
159,582 |
32,266 |
50,021 |
62,350 |
(2,302) |
301,917 |
| |
Depreciation, depletion and reclamation |
28,026 |
2,606 |
10,835 |
9,422 |
(322) |
50,567 |
| |
Exploration |
5,882 |
- |
- |
6,903 |
- |
12,785 |
| |
Research and development |
- |
741 |
- |
- |
- |
741 |
| |
Other expense |
2,395 |
- |
- |
- |
- |
2,395 |
| |
Gain on sale of assets |
(233) |
- |
- |
- |
- |
(233) |
| |
Non-segmented expenses |
|
|
|
|
|
32,945 |
 |
| Earnings before income taxes and minority interest |
88,857 |
8,389 |
48,612 |
28,686 |
(777) |
140,822 |
| |
Income tax expense |
|
|
|
|
|
12,603 |
| |
Minority interest |
|
|
|
|
|
10,771 |
 |
| Net earnings |
|
|
|
|
|
$117,448 |
 |
| |
|
|
|
|
|
|
|
| For the three months ended March 31, 2005 |
 |
| |
Uranium |
Fuel
Services |
(a)
Electricity |
Gold |
(a) Adjustments |
Total |
| Revenue |
$77,822 |
$25,793 |
$135,529 |
$112,618 |
$(135,529) |
$216,233 |
| Expenses |
|
|
|
|
|
|
| |
Products and services sold |
51,040 |
15,152 |
83,274 |
64,693 |
(83,274) |
130,885 |
| |
Depreciation, depletion and reclamation |
14,930 |
1,468 |
18,645 |
20,672 |
(18,645) |
37,070 |
| |
Exploration |
4,476 |
- |
- |
6,695 |
- |
11,171 |
| |
Research and development |
- |
641 |
- |
- |
- |
641 |
| |
Other expense |
88 |
- |
4,174 |
- |
(4,174) |
88 |
| |
Gain on sale of assets |
(42) |
- |
- |
(1,159) |
- |
(1,201) |
| |
Earnings from Bruce Power |
|
|
|
|
(29,436) |
(29,436) |
| |
Non-segmented expenses |
|
|
|
|
|
23,051 |
 |
| Earnings before income taxes and minority interest |
7,330 |
8,532 |
29,436 |
21,717 |
- |
43,964 |
| |
Income tax expense |
|
|
|
|
|
9,461 |
| |
Minority interest |
|
|
|
|
|
8,214 |
 |
| Net earnings |
|
|
|
|
|
$26,289 |
 |
| |
|
|
|
|
|
|
|
| (a) |
Consistent with the presentation of financial information for internal management purposes, Cameco's pro rata share of Bruce Power's financial results have been presented as a separate segment. In accordance with GAAP, this investment was accounted for by the equity method of accounting in these consolidated financial statements to October 31, 2005 and the associated revenues and expenses prior to restructuring are eliminated in the adjustments column. |
|