Exhibit 99.3
NEO MATERIAL TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(All figures in thousands of United States dollars)
|
| March 31 |
| December 31 |
| ||
|
| 2012 |
| 2011 |
| ||
|
| (Unaudited) |
| (Audited) |
| ||
ASSETS |
|
|
|
|
| ||
Current |
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 315,889 |
| $ | 306,757 |
|
Accounts receivable |
| 72,536 |
| 65,923 |
| ||
Loans receivable |
| — |
| 11,807 |
| ||
Inventories (Note 5) |
| 254,842 |
| 273,631 |
| ||
Other current assets |
| 10,201 |
| 20,182 |
| ||
Total current assets |
| 653,468 |
| 678,300 |
| ||
Property, plant and equipment |
| 61,409 |
| 58,487 |
| ||
Patents and other intangible assets |
| 11,946 |
| 12,780 |
| ||
Deferred tax asset |
| 28,362 |
| 27,300 |
| ||
Goodwill |
| 58,031 |
| 58,031 |
| ||
Investments in associates (Note 6) |
| 13,222 |
| 11,976 |
| ||
Other long-term assets |
| 3,166 |
| 3,587 |
| ||
Total non-current assets |
| 176,136 |
| 172,161 |
| ||
Total assets |
| $ | 829,604 |
| $ | 850,461 |
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
| ||
Current |
|
|
|
|
| ||
Bank advances and other short-term debt |
| $ | 22,620 |
| $ | 25,862 |
|
Accounts payable and other accrued charges |
| 62,169 |
| 93,745 |
| ||
Income taxes payable |
| 27,692 |
| 30,609 |
| ||
Contingent consideration (Note 6) |
| 8,277 |
| 8,257 |
| ||
Long-term debt due within one year |
| 172 |
| 216 |
| ||
Total current liabilities |
| 120,930 |
| 158,689 |
| ||
Long-term debt |
| 199,102 |
| 198,020 |
| ||
Deferred tax liability |
| 15,938 |
| 14,771 |
| ||
Employee benefit liabilities |
| 2,826 |
| 2,812 |
| ||
Derivative liability |
| 9,033 |
| 8,325 |
| ||
Other long-term liabilities |
| 1,573 |
| 1,825 |
| ||
Total liabilities |
| 349,402 |
| 384,442 |
| ||
Non-controlling interest |
| 14,136 |
| 12,344 |
| ||
Shareholders’ equity |
| 466,066 |
| 453,675 |
| ||
Total liabilities and equity |
| $ | 829,604 |
| $ | 850,461 |
|
See accompanying notes
NEO MATERIAL TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited - all figures in thousands of United States dollars, except per share information)
|
| Three months ended March 31 |
| ||||
|
| 2012 |
| 2011 |
| ||
Revenues |
| $ | 178,852 |
| $ | 132,798 |
|
Costs of sales |
|
|
|
|
| ||
Costs excluding depreciation and amortization |
| 116,977 |
| 72,519 |
| ||
Depreciation and amortization |
| 1,585 |
| 1,861 |
| ||
Gross profit |
| 60,290 |
| 58,418 |
| ||
Expenses |
|
|
|
|
| ||
Selling, general and administrative |
| 13,804 |
| 9,405 |
| ||
Share-based compensation (Note 11) |
| 7,264 |
| 4,625 |
| ||
Depreciation and amortization |
| 828 |
| 866 |
| ||
Research and development |
| 4,992 |
| 2,871 |
| ||
|
| 26,888 |
| 17,767 |
| ||
Operating income |
| 33,402 |
| 40,651 |
| ||
Other expense (income) |
| 898 |
| (10 | ) | ||
Interest expense, long-term debt |
| 4,019 |
| 3 |
| ||
Interest expense, other |
| 891 |
| 236 |
| ||
Interest income |
| (544 | ) | (753 | ) | ||
Foreign exchange loss |
| 1,994 |
| 444 |
| ||
Income from operations before income taxes and equity income of associates |
| 26,144 |
| 40,731 |
| ||
Income tax expense |
| 13,447 |
| 8,192 |
| ||
Income from operations before equity income of associates |
| 12,697 |
| 32,539 |
| ||
Equity income of associates (net of income tax) |
| 1,246 |
| 260 |
| ||
Net income |
| $ | 13,943 |
| $ | 32,799 |
|
Attributable to: |
|
|
|
|
| ||
Equity holders of Neo Material Technologies, Inc. |
| $ | 12,151 |
| $ | 31,875 |
|
Non-controlling interest in earnings of subsidiaries |
| $ | 1,792 |
| $ | 924 |
|
|
| $ | 13,943 |
| $ | 32,799 |
|
Earnings per share data attributable to equity holders of Neo Material Technologies, Inc. (Note 10) |
|
|
|
|
| ||
Earnings per share, basic |
| $ | 0.11 |
| $ | 0.27 |
|
Earnings per share, diluted |
| $ | 0.10 |
| $ | 0.26 |
|
Weighted average number of shares outstanding, basic |
| 115,141,281 |
| 120,022,092 |
| ||
Weighted average number of shares outstanding, diluted |
| 116,516,747 |
| 121,711,311 |
|
See accompanying notes
NEO MATERIAL TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited - all figures in thousands of United States dollars)
|
| Three months ended March 31 |
| ||||
|
| 2012 |
| 2011 |
| ||
Net income for the period |
| $ | 13,943 |
| $ | 32,799 |
|
Other Comprehensive income (loss): |
|
|
|
|
| ||
Change in fair value and impairment of available-for-sale securities, net of tax expense of $57 and tax recovery $204 for the periods ended March 31, 2012 and 2011, respectively |
| 352 |
| (1,193 | ) | ||
Currency translation adjustment |
| (495 | ) | 143 |
| ||
Other comprehensive income for the period |
| (143 | ) | (1,050 | ) | ||
Comprehensive income for the period |
| $ | 13,800 |
| $ | 31,749 |
|
Attributable to: |
|
|
|
|
| ||
Non-controlling interest |
| 1,792 |
| 924 |
| ||
Equity holders of Neo Material Technologies, Inc. |
| 12,008 |
| 30,825 |
| ||
|
| $ | 13,800 |
| $ | 31,749 |
|
See accompanying notes
NEO MATERIAL TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - all figures in thousands of United States dollars)
|
| Three months ended March 31 |
| ||||
|
| 2012 |
| 2011 |
| ||
Operating activities |
|
|
|
|
| ||
Net income for the period |
| $ | 13,943 |
| $ | 32,799 |
|
Add (deduct) items not affecting cash |
|
|
|
|
| ||
Depreciation and amortization |
| 2,413 |
| 2,727 |
| ||
Share-based compensation expense |
| 7,264 |
| 4,625 |
| ||
Accretion in carrying value of long-term debt |
| 1,143 |
| 101 |
| ||
Deferred tax |
| 105 |
| (5,023 | ) | ||
Equity income of associates (Note 5) |
| (1,246 | ) | (260 | ) | ||
Impairment of available-for-sale investments |
| 842 |
| — |
| ||
Accrued benefit expense |
| 14 |
| 11 |
| ||
Loss on disposal of property, plant and equipment |
| 37 |
| 192 |
| ||
Interest expense, net of interest income |
| 4,366 |
| (514 | ) | ||
Current income taxes expense |
| 13,342 |
| 13,215 |
| ||
Contingent consideration |
| 20 |
| — |
| ||
Other |
| (1,742 | ) | 1,291 |
| ||
Net change in other long-term liabilities |
| 708 |
| (729 | ) | ||
Income taxes paid |
| (15,055 | ) | (5,775 | ) | ||
Net change in non-cash working capital balances related to operations (Note 8) |
| (20,630 | ) | (60,209 | ) | ||
Cash provided by (used in) operating activities |
| 5,524 |
| (17,549 | ) | ||
Investing activities |
|
|
|
|
| ||
Acquisition of property, plant and equipment |
| (4,563 | ) | (2,966 | ) | ||
Loan repaid by third parties |
| 11,807 |
| — |
| ||
Proceeds from disposal of property, plant and equipment |
| 25 |
| — |
| ||
Cash provided by (used in) investing activities |
| 7,269 |
| (2,966 | ) | ||
Financing activities |
|
|
|
|
| ||
Repayment of long-term debt |
| (50 | ) | (64 | ) | ||
Interest paid |
| (247 | ) | (216 | ) | ||
(Decrease) increase in bank advances and other short-term debt |
| (3,242 | ) | 4,901 |
| ||
Repurchase of common shares for cancellation |
| (162 | ) | (699 | ) | ||
Issue of common shares |
| 40 |
| 637 |
| ||
Cash (used in) provided by financing activities |
| (3,661 | ) | 4,559 |
| ||
Cash provided (used) during the period |
| 9,132 |
| (15,956 | ) | ||
Cash and cash equivalents, beginning of period |
| 306,757 |
| 86,769 |
| ||
Cash and cash equivalents, end of period |
| $ | 315,889 |
| $ | 70,813 |
|
See accompanying note
NEO MATERIAL TECHNOLOGIES INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited - all figures in thousands of United States dollars)
|
| March 31, 2012 |
| March 31, 2011 |
| ||||||
|
| Number |
| Amount |
| Number |
| Amount |
| ||
Share capital |
|
|
|
|
|
|
|
|
| ||
Authorized |
|
|
|
|
|
|
|
|
| ||
Unlimited common shares |
|
|
|
|
|
|
|
|
| ||
Issued |
|
|
|
|
|
|
|
|
| ||
Common shares |
|
|
|
|
|
|
|
|
| ||
Balance at beginning of the period |
| 115,157,382 |
| $ | 235,904 |
| 119,790,748 |
| $ | 244,912 |
|
Shares issued on exercise of stock options |
| 25,000 |
| 56 |
| 270,600 |
| 951 |
| ||
Shares purchased for cancellation pursuant to normal course issuer bid (Note 9) |
| (21,800 | ) | (44 | ) | (90,000 | ) | (184 | ) | ||
Balance at end of the period |
| 115,160,582 |
| $ | 235,916 |
| 119,971,348 |
| $ | 245,679 |
|
Contributed surplus |
|
|
|
|
|
|
|
|
| ||
Balance at beginning of the period |
|
|
| — |
|
|
| 5,099 |
| ||
Stock-based compensation expense |
|
|
| 505 |
|
|
| 117 |
| ||
Modification of stock-based compensation plan |
|
|
| — |
|
|
| 1,782 |
| ||
Exercise of stock options |
|
|
| (16 | ) |
|
| (314 | ) | ||
Repurchase of common shares for cancellation (Note 9) |
|
|
| — |
|
|
| (515 | ) | ||
Balance at end of the period |
|
|
| 489 |
|
|
| 6,169 |
| ||
Retained earnings (deficit) |
|
|
|
|
|
|
|
|
| ||
Balance at beginning of the period |
|
|
| 196,252 |
|
|
| 16,509 |
| ||
Net income attributable to the equity holders of Neo Material Technologies Inc. for the period |
|
|
| 12,151 |
|
|
| 31,875 |
| ||
Repurchase of common shares for cancellation (Note 9) |
|
|
| (118 | ) |
|
|
|
| ||
Balance at end of the period |
|
|
| 208,285 |
|
|
| 48,384 |
| ||
Equity component of convertible debentures |
|
|
|
|
|
|
|
|
| ||
Balance at beginning of the period |
|
|
| 18,928 |
|
|
| — |
| ||
Balance at end of the period |
|
|
| 18,928 |
|
|
| — |
| ||
Accumulated other comprehensive income: |
|
|
|
|
|
|
|
|
| ||
Balance at beginning of the period |
|
|
| 2,814 |
|
|
| 970 |
| ||
Change in fair value and impairment of available- for-sale securities, net of tax expense of $57 and tax recovery of $204 |
|
|
| 352 |
|
|
| (1,193 | ) | ||
Currency translation adjustment |
|
|
| (495 | ) |
|
| 143 |
| ||
Balance at end of the period |
|
|
| 2,671 |
|
|
| (80 | ) | ||
Shareholders’ loan |
|
|
|
|
|
|
|
|
| ||
Balance at beginning of the period |
|
|
| (223 | ) |
|
| (223 | ) | ||
Repayment of loan by shareholder |
|
|
| — |
|
|
| — |
| ||
Balance at end of the period |
|
|
| (223 | ) |
|
| (223 | ) | ||
Total shareholders’ equity for the period |
|
|
| $ | 466,066 |
|
|
| $ | 299,929 |
|
Non-controlling interest |
|
|
|
|
|
|
|
|
| ||
Balance at beginning of the period |
|
|
| 12,344 |
|
|
| 3,445 |
| ||
Non-controlling interest in earnings of subsidiaries for the period |
|
|
| 1,792 |
|
|
| 924 |
| ||
Balance at end of the period |
|
|
| 14,136 |
|
|
| 4,369 |
| ||
Total equity for the period |
|
|
| $ | 480,202 |
|
|
| $ | 304,298 |
|
See accompanying notes
NEO MATERIAL TECHNOLOGIES INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
For the period ended March 31, 2012
(Unaudited - tabular figures in thousands of United States dollars, unless otherwise stated)
NOTE 1 NATURE OF OPERATIONS
Neo Material Technologies Inc. (“NEM” or the “Company”), is a Canadian based international company that is headquartered at 121 King Street West, Suite 1740, Toronto, Ontario, Canada, M5H 3T9. NEM has approximately 1,585 employees in 21 locations, across 10 countries. Through its Magnequench and Performance Materials business divisions, NEM produces, processes and develops neodymium-iron-boron magnetic powders (“Neo Powders”), rare earths and zirconium based engineered materials and rare metals including gallium, indium and rhenium. These innovative products are essential in many of today’s high technology applications.
On March 8, 2012, the Company announced that it had entered into a definitive Arrangement Agreement (the “Arrangement”) with Molycorp, Inc. (“Molycorp”). Under the Arrangement, Molycorp will acquire 100% of the outstanding common shares of the Company for approximately Cdn$1.3 billion. The Company’s shareholders will receive a consideration equal to Cdn$11.30 per share. Subject to the total aggregate consideration being 71.2% cash and 28.8% shares, the Company’s shareholders will have the option to elect their preferred consideration mix of cash and newly issued Molycorp shares. The new Molycorp shares have been valued at the 20-day volume weighted average price to March 7, 2012. The Cdn$11.30 per share represents a premium of 42% to the Company’s closing share price on March 8, 2012. The transaction is expected to close in the second or third quarter of 2012, subject to customary closing conditions, including the receipt of regulatory approvals, approval of the Arrangement by 66 2/3% of the votes cast by the Company’s shareholders, and approval of the Arrangement by the Ontario Superior Court of Justice. The Arrangement provides for customary representations, warranties and covenants, including, among others, termination fees.
The Company’s Magnequench division (“Magnequench”) is the leading producer of Neo Powders used in the production of high performance, bonded neo (rare earth) permanent magnets. Neo Powders are used in micro motors, precision motors, sensors and other applications requiring high levels of magnetic strength, flexibility, small size and reduced weight. Through a number of manufacturing processes and composition patents which expire between now and 2014, the Company is effectively the only legal supplier of Neo Powders for bonded neo magnets manufactured or sold in the United States (“U.S.”). The Company’s patent and license position is such that all end-use products containing bonded neo magnets that are sold in the U.S. must use the Company’s Neo Powders. Magnequench operates wholly owned manufacturing facilities in Tianjin, People’s Republic of China (“China”) and Korat, Thailand.
The Company’s Performance Materials division (“Performance Materials”) manufactures a product line of oxides and salts of rare earth elements which include cerium, lanthanum, neodymium, yttrium and yttrium-europium co-precipitates, dysprosium and terbium among others. The division also produces zirconium oxides and salts plus a line of mixed rare earth/zirconium oxides. Rare earth and zirconium applications include catalytic converters, computers, television display panels, optical lenses, mobile phones, and electronic chips. Additionally, the division produces, reclaims, refines and markets high value niche metals and their compounds that include gallium, indium and rhenium used in the wireless, light-emitting diode (“LED”), flat panel display, turbine, solar and catalyst applications. Performance Materials operates joint venture and majority owned manufacturing facilities in Jiangsu Province, China; Shandong Province, China; Stade, Germany; Sagard, Germany and Quapaw, Oklahoma. Performance
Materials also operates wholly owned manufacturing facilities in Peterborough, Ontario; Napanee, Ontario; Blanding, Utah and Hyeongok Industrial Zone, Korea.
NOTE 2 GENERAL INFORMATION AND STATEMENT OF COMPLIANCE WITH IFRS
The parent company is incorporated and domiciled in Canada with its shares listed on the Toronto Stock Exchange (“TSX”).
These unaudited interim condensed consolidated financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”) under International Financial Reporting Standards (“IFRS”) and do not include all of the information required for full annual financial statements. The unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s 2011 annual financial statements. The significant accounting policies disclosed in Note 4 of the Company’s 2011 annual financial statements have been applied consistently in the preparation of these unaudited interim condensed consolidated financial statements.
The unaudited interim condensed consolidated financial statements for the period ended March 31, 2012 (including comparatives) were approved and authorized for issue by the board of directors on May 8, 2012.
NOTE 3 BASIS OF PREPARATION
These unaudited interim condensed consolidated financial statements have been prepared on a going concern basis, under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and certain financial assets and financial liabilities (including derivative instruments) at fair value through net income.
The preparation of these unaudited interim condensed consolidated financial statements in accordance with IFRS requires the use of certain accounting estimates. It also requires management to excise judgment in applying the Company’s accounting policies.
NOTE 4 SEASONALITY
Over the past several years, Magnequench volumes typically peak in the third quarter and declined slightly in the fourth quarter. This pattern is caused by an increased demand in base business prior to the Christmas season and to a lesser extent, by the October holiday shutdown in China with customers bringing shipments forward into September in anticipation of the shutdown. Performance Materials and Magnequench are also susceptible to decreased demand during the first quarter of each year due to holiday shutdowns in Asia for the Chinese Lunar New Year.
NOTE 5 INVENTORY
The cost of finished goods manufactured includes appropriate materials, labour and production overhead expenditure.
As of March 31, 2012, a total of $117.0 million of inventories was included in Cost of sales as an expense (March 31, 2011: $72.5 million). This includes an additional provision of $1.6 million for inventories during the period, bringing the total provision to $4.1 million as at March 31, 2012 (December 31, 2011: $2.4 million).
$0.1 million of previous write-downs was recognized as a reduction of expense during the first quarter of 2012 and the same period in 2011. None of the inventories are pledged as securities for liabilities.
NOTE 6 INVESTMENT IN ASSOCIATES
The Company holds a 25% ownership interest in Ganzhou Keli Rare Earth New Material Co., Ltd. (“Keli”), a company which converts rare earth oxides into metals for use in Magnequench’s Neo Powders.
The Company also holds a 33% investment in Toda Magnequench Magnetic Materials Co. Ltd. (“TMT”), which produces rare earth magnetic compounds with Neo Powders supplied by Magnequench (Tianjin) Company Limited (“MQTJ”) in its normal course of business.
|
| Country of |
|
|
|
|
| Incorporation or |
| Percentage Share |
|
Name |
| Registration |
| Holdings |
|
Ganzhou Keli Rare Earth New Material Co., Ltd |
| China |
| 25 | % |
Toda Magnequench Magnetic Materials Co. Ltd |
| China |
| 33 | % |
Investments accounted for using the equity method
|
| March 31 |
| December 31 |
| ||
|
| 2012 |
| 2011 |
| ||
Ganzhou Keli Rare Earth New Material Co., Ltd |
| $ | 11,660 |
| $ | 10,436 |
|
Toda Magnequench Magnetic Materials Co. Ltd |
| 1,562 |
| 1,540 |
| ||
Total |
| $ | 13,222 |
| $ | 11,976 |
|
NOTE 7 OPERATING SEGMENTS
A comparative breakdown of business segment information is as follows:
For the three months ended March 31, 2012 and 2011:
|
| Magnequench |
| Performance Materials |
| Inter-segment elimination |
| Total for reportable |
| Corporate head office |
| Total |
| ||||||||||||||||||||||||
|
| Mar. 31, |
| Mar. 31, |
| Mar. 31, |
| Mar. 31, |
| Mar. 31, |
| Mar. 31, |
| Mar. 31, |
| Mar. 31, |
| Mar. 31, |
| Mar. 31, |
| Mar. 31, |
| Mar. 31, |
| ||||||||||||
|
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| 2012 |
| 2011 |
| ||||||||||||
Revenues |
| $ | 70,841 |
| $ | 55,135 |
| $ | 108,468 |
| $ | 83,571 |
| $ | (457 | ) | $ | (5,908 | ) | $ | 178,852 |
| $ | 132,798 |
| $ | — |
| $ | — |
| $ | 178,852 |
| $ | 132,798 |
|
Interest expense |
| (135 | ) | (108 | ) | (827 | ) | (112 | ) | — |
| — |
| (962 | ) | (220 | ) | (3,948 | ) | (19 | ) | (4,910 | ) | (239 | ) | ||||||||||||
Interest income |
| 94 |
| 5 |
| 329 |
| 731 |
| — |
| — |
| 423 |
| 736 |
| 121 |
| 17 |
| 544 |
| 753 |
| ||||||||||||
Depreciation and amortization |
| (1,028 | ) | (1,491 | ) | (1,160 | ) | (1,012 | ) | — |
| — |
| (2,188 | ) | (2,503 | ) | (225 | ) | (224 | ) | (2,413 | ) | (2,727 | ) | ||||||||||||
Stock-based compensation |
| (908 | ) | (1,044 | ) | (1,174 | ) | (1,029 | ) | — |
| — |
| (2,082 | ) | (2,073 | ) | (5,182 | ) | (2,552 | ) | (7,264 | ) | (4,625 | ) | ||||||||||||
Income (loss) before income taxes and equity income of affiliates |
| 15,188 |
| 15,306 |
| 24,410 |
| 31,234 |
| 258 |
| (1,409 | ) | 39,856 |
| 45,131 |
| (13,712 | ) | (4,400 | ) | 26,144 |
| 40,731 |
| ||||||||||||
Equity income of affiliates |
| 1,246 |
| 260 |
| — |
| — |
| — |
| — |
| 1,246 |
| 260 |
| — |
| — |
| 1,246 |
| 260 |
| ||||||||||||
Capital expenditures |
| (576 | ) | (1,554 | ) | (3,112 | ) | (1,412 | ) | — |
| — |
| (3,688 | ) | (2,966 | ) | (875 | ) | — |
| (4,563 | ) | (2,966 | ) | ||||||||||||
As at March 31, 2012 and December 31, 2011
|
| March 31, 2012 |
| December 31, 2011 |
| ||
Magnequench |
|
|
|
|
| ||
Total Assets |
| $ | 212,256 |
| $ | 228,949 |
|
Investment in equity method associates |
| 13,222 |
| 11,976 |
| ||
Total liabilities |
| 46,332 |
| 73,128 |
| ||
|
|
|
|
|
| ||
Performance Materials |
|
|
|
|
| ||
Total Assets |
| $ | 457,121 |
| $ | 441,192 |
|
Investment in equity method associates |
| — |
| — |
| ||
Total liabilities |
| 78,153 |
| 92,842 |
| ||
|
|
|
|
|
| ||
Total for reportable segments |
|
|
|
|
| ||
Total Assets |
| $ | 669,377 |
| $ | 670,141 |
|
Investment in equity method associates |
| 13,222 |
| 11,976 |
| ||
Total liabilities |
| 124,485 |
| 165,970 |
| ||
|
|
|
|
|
| ||
Corporate head office |
|
|
|
|
| ||
Total Assets |
| $ | 160,227 |
| $ | 180,320 |
|
Investment in equity method associates |
| — |
| — |
| ||
Total liabilities |
| 224,917 |
| 218,472 |
| ||
|
|
|
|
|
| ||
Total |
|
|
|
|
| ||
Total Assets |
| $ | 829,604 |
| $ | 850,461 |
|
Investment in equity method associates |
| 13,222 |
| 11,976 |
| ||
Total liabilities |
| 349,402 |
| 384,442 |
|
The geographic distribution of the Company’s revenues based on the location of the customers, for the three months ended March 31, 2011 and 2010, and the identifiable assets as at March 31, 2012, and December 31, 2011 are summarized as follows:
|
| Three months ended March 31 |
| ||||
Revenues |
| 2012 |
| 2011 |
| ||
Asia: |
|
|
|
|
| ||
China |
| $ | 59,057 |
| $ | 48,268 |
|
Japan |
| 43,556 |
| 27,857 |
| ||
Thailand |
| 2,610 |
| 4,718 |
| ||
Hong Kong |
| 2,992 |
| 1,677 |
| ||
Singapore |
| 67 |
| 56 |
| ||
North America |
| 42,823 |
| 25,153 |
| ||
Europe |
| 19,759 |
| 18,604 |
| ||
Other |
| 7,988 |
| 6,465 |
| ||
Total |
| $ | 178,852 |
| $ | 132,798 |
|
|
| March 31 |
| December 31 |
| ||
Non-current assets |
| 2012 |
| 2011 |
| ||
China |
| $ | 36,369 |
| $ | 34,443 |
|
North America |
| 97,074 |
| 99,118 |
| ||
Europe |
| 19,125 |
| 18,887 |
| ||
Japan |
| 9,290 |
| 4,895 |
| ||
Thailand |
| 6,190 |
| 6,363 |
| ||
Barbados |
| 4,698 |
| 5,176 |
| ||
Other Asia |
| 3,390 |
| 3,279 |
| ||
Total |
| $ | 176,136 |
| $ | 172,161 |
|
NOTE 8 SUPPLEMENTAL CASH FLOW INFORMATION
Net change in non-cash working capital balances related to operations consists of the following:
|
| Three months ended March 31 |
| ||||
|
| 2012 |
| 2011 |
| ||
Increase (decrease) in assets: |
|
|
|
|
| ||
Accounts receivable |
| $ | (6,613 | ) | $ | (22,796 | ) |
Inventories |
| 18,789 |
| (28,851 | ) | ||
Other assets |
| 9,969 |
| (10,823 | ) | ||
Increase (decrease) in liabilities: |
|
|
|
|
| ||
Accounts payable and other accrued charges |
| (42,775 | ) | 2,261 |
| ||
Income tax payable |
| — |
| 9,831 |
| ||
Total net change |
| $ | (20,630 | ) | $ | (50,378 | ) |
NOTE 9 SHARE CAPITAL
Normal Course Issuer Bid (“NCIB”)
For the three months ended March 31, 2012, NEM purchased for cancellation 21,800 common shares at an average price of $7.47 (Cdn$7.59) per common share for a total consideration of $0.2 million. The share purchases were recorded as a reduction in the share capital balance equivalent to the average cost basis of the existing share capital. Since the cost to repurchase the shares was above their carrying value of $2.05 per share, an amount of $0.1 million paid above carrying value was allocated to retained earnings.
During the first quarter of 2011, NEM purchased for cancellation 90,000 common shares at an average price of $7.77 (Cdn$7.60) per common share for a total consideration of $0.7 million. The share purchases were recorded as a reduction in the share capital balance equivalent to the average cost basis of the existing share capital. Since the cost to repurchase the shares was above their carrying value of $2.04 per share, an amount of $0.5 million paid above cost value was allocated to contributed surplus.
NOTE 10 EARNINGS PER SHARE
10.1 Basic earnings per share
The calculation of basic earnings per share was based on net income attributable to equity holders of the Company for the three months ended March 31, 2012 and 2011. The weighted average number of shares outstanding is calculated as follows:
|
| March 31 |
| March 31 |
|
|
| 2012 |
| 2011 |
|
Common shares issued at beginning of period |
| 115,157,382 |
| 119,790,748 |
|
Effect of share options exercised |
| 5,220 |
| 246,344 |
|
Effect of shares repurchased |
| (21,321 | ) | (15,000 | ) |
Weighted average number of common shares at end of period |
| 115,141,281 |
| 120,022,092 |
|
10.2 Diluted earnings per share
The calculation of diluted earnings per share was based on net income attributable to equity holders of the Company, and a weighted average number of common shares outstanding after adjustment for the effects of all dilutive potential common shares calculated as follows:
|
| March 31 |
| March 31 |
| ||
|
| 2012 |
| 2011 |
| ||
Net income |
| $ | 13,943 |
| $ | 32,799 |
|
Net income attributable to non-controlling interest |
| (1,792 | ) | (924 | ) | ||
Net income attributable to equity holders of NEM — basic |
| $ | 12,151 |
| $ | 31,875 |
|
Add: share-based compensation expense for the period that are related to SARs |
| — |
| 15 |
| ||
Less: share-based compensation expense for the period assuming SARs are equity-settled share-based payments |
| — |
| (11 | ) | ||
Net income attributable to equity holders of NEM — diluted |
| $ | 12,151 |
| $ | 31,879 |
|
|
| March 31 |
| March 31 |
|
|
| 2012 |
| 2011 |
|
Weighted average number of common shares (basic) |
| 115,141,281 |
| 120,022,092 |
|
Effect of stock options on issue |
| 1,375,466 |
| 1,613,498 |
|
Effect of SARs as equity-settled options |
| — |
| 75,721 |
|
Weighted average number of common shares (diluted) |
| 116,516,747 |
| 121,711,311 |
|
For the three months ended March 31, 2012, all of the 2,308,551 stock options outstanding were included in the computation of diluted earnings per share as their impact was dilutive. For the corresponding period in 2011, all of the 2,471,885 stock options outstanding and 125,445 of the 1,124,198 SARs outstanding were included in the computation of diluted earnings as their impact was dilutive.
NOTE 11 SHARE-BASED COMPENSATION
On March 13, 2012, the Company granted 127,475 performance awards, under its long-term incentive plan to senior executives and senior employees. No share appreciation rights (“SARs”) were granted during the quarter. As at March 31, 2012, a total of 1,113,888 SARs were outstanding compared to 1,124,198 SARs at the end of March 31, 2011. There were 524,885 performance awards outstanding as at March 31, 2012, compared to 1,195,495 performance awards outstanding for the corresponding period in 2011.
Under the Directors’ Deferred Share Unit (“DDSU”) plan for members of the Board of Directors, 10,036 DDSUs were granted for the three months ended March 31, 2012, bringing the total outstanding to 438,215 DDSUs. These DDSUs were recorded at fair value at March 31, 2012.
Share-based compensation expense for the three months ended March 31, 2012 was $7.3 million, compared to $4.6 million for the three months ended March 31, 2011. The higher share-based compensation expense in the first quarter of 2012 was largely due to a 53% increase in the Company’s share price from the level it was at December 31, 2011.
The following table shows the share-based compensation expense recorded in the consolidated statements of income for the periods ended March 31, 2012 and 2011:
|
| March 31 |
| March 31 |
| ||
|
| 2012 |
| 2011 |
| ||
Equity-settled share-based payment expenses |
| $ | 505 |
| $ | 74 |
|
Cash-settled share-based payment expenses |
| 6,759 |
| 4,551 |
| ||
Total |
| $ | 7,264 |
| $ | 4,625 |
|
The following table shows the carrying amount and the intrinsic value of the share-based compensation liabilities as at March 31, 2012 and December 31, 2011:
|
| March 31 |
| December 31 |
| ||
|
| 2012 |
| 2011 |
| ||
Total carrying amount of liabilities for cash-settled share-based payment plans |
| $ | 15,063 |
| $ | 17,033 |
|
Total intrinsic value of liabilities for cash-settled share-based payment plans |
| $ | 14,895 |
| $ | 16,770 |
|
NOTE 12 EMPLOYEE BENEFIT LIABILITIES
The Company’s employee benefit expenses for the three months ended March 31, 2012 and 2011 are as follows:
|
| Three months ended March 31 |
| ||||
|
| 2012 |
| 2011 |
| ||
Defined benefit pension plans |
| $ | 43 |
| $ | 15 |
|
Defined contribution plan |
| 174 |
| 118 |
| ||
Other benefit plans |
| — |
| 1 |
| ||
Total |
| $ | 217 |
| $ | 134 |
|
NOTE 13 RELATED PARTY TRANSACTIONS
The Company’s related parties are its joint ventures, associates, pension plans, directors and executive members.
Unless otherwise stated, none of the transactions incorporate special terms and conditions and no guarantees were given or received. Outstanding balances are usually settled in cash.
13.1 Transactions with associates
On occasion, MQTJ will supply Neo Powders to TMT to produce rare earth magnetic compounds. MQTJ will then purchase these compounds back from TMT in its normal course of business. Keli processes rare earth oxides into metals for inclusion in Magnequench’s Neo Powders.
For the three months ended March 31, 2012, the Company purchased $0.9 million worth of compounds from TMT, and purchased metals and received services from Keli amounting to $9.1 million (three months ended March 31, 2011: $1.0 million from TMT and $15.2 million from Keli). During the three months ended March 31, 2012, the Company sold Neo Powders and performed services, respectively, amounting to $0.7 million to TMT and nil to Keli (three months ended March 31, 2011: $1.0 million to TMT and nil to Keli).
13.2 Transactions with joint venture
Ingal Stade GmbH (“Ingal Stade”) sells gallium to the Company’s facilities located in Canada and the U.S.
For the three months ended March 31, 2012, the Company purchased $1.8 million of gallium metal from Ingal Stade (three months ended March 31, 2011: $1.6 million).
Transactions between the Company and its related parties are summarized in the table below:
|
| For the three months ended March 31 |
| ||||
|
| 2012 |
| 2011 |
| ||
Sale of goods and services to related parties |
| $ | 690 |
| $ | 955 |
|
Purchase of goods and services from related parties |
| 11,780 |
| 17,892 |
| ||
|
| March 31, 2012 |
| December 31, 2011 |
| ||
Trade balances owed: |
|
|
|
|
| ||
By associates |
| $ | 400 |
| $ | 218 |
|
By joint ventures |
| 59 |
| 56 |
| ||
To associates |
| (6,086 | ) | (21,950 | ) | ||
To joint ventures |
| (521 | ) | (768 | ) | ||
Total |
| $ | (6,148 | ) | $ | (22,444 | ) |
NOTE 14 FINANCIAL RISK MANAGEMENT
In the normal course of operations, the Company is exposed to a number of different financial risks. These risk factors include market risks such as foreign exchange risk, interest rate risk, other price risk, as well as credit risk and liquidity risk.
14.1 Market risk
Market risk is the risk that changes in market price, such as foreign exchange rates, equity prices and interest rates will affect the Company’s net earnings or the value of financial instruments. The objective of market risk management is to mitigate exposures within acceptable limits, while maximizing returns.
14.2 Foreign currency exchange risk
The following table summarizes in U.S. dollar equivalents the Company’s major currency exposures as of March 31, 2012:
|
|
|
| Chinese |
| Canadian |
|
|
|
|
| |||||
|
| Japanese Yen |
| Renminbi |
| Dollar |
| Euro |
| Baht |
| |||||
Cash and cash equivalents |
| $ | 2,584 |
| $ | 155,798 |
| $ | 16,943 |
| $ | 560 |
| $ | 1,216 |
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
Accounts receivable |
| 17,433 |
| 11,085 |
| 1,239 |
| 6,668 |
| 592 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
| |||||
Loan receivable |
| — |
| — |
| — |
| — |
| — |
| |||||
Bank advances and other short-term debt |
| (12,131 | ) | (9,674 | ) | — |
| (814 | ) | — |
| |||||
Accounts payable and accrued liabilities |
| (1,940 | ) | (24,920 | ) | (19,572 | ) | (4,666 | ) | (312 | ) | |||||
Income tax payable |
| (682 | ) | (12,027 | ) | — |
| (2,340 | ) | — |
| |||||
Net financial assets (liabilities) |
| $ | 5,264 |
| $ | 120,262 |
| $ | (1,390 | ) | $ | (592 | ) | $ | 1,496 |
|
The following table shows the impact of a one-percentage point strengthening or weakening of foreign currencies against the U.S. dollar as of March 31, 2011 for the Company’s financial instruments denominated in non-functional currencies:
|
| Japanese Yen |
| Chinese Renminbi |
| Canadian Dollar |
| Euro |
| Baht |
| |||||
1% Strengthening |
|
|
|
|
|
|
|
|
|
|
| |||||
Net earnings before tax |
| $ | 53 |
| $ | 1,203 |
| $ | (14 | ) | $ | (6 | ) | $ | 15 |
|
1% Weakening |
|
|
|
|
|
|
|
|
|
|
| |||||
Net earnings before tax |
| (53 | ) | (1,203 | ) | 14 |
| 6 |
| (15 | ) | |||||
Occasionally, the Company will enter into short-term foreign exchange forward contracts to sell U.S. dollars in exchange for Canadian dollars. These contracts will effectively hedge a portion of ongoing foreign exchange risk on the Company’s cash flows as much of its non-U.S. dollar expenses outside of China are incurred in Canadian dollars.
On December 9, 2011, the Company entered into a structured option known as a target forward. A target forward is a synthetic forward where the call and put have the same strike price and expiry date but different notional amounts. Upon the expiration of this contract on March 15, 2012, the Company sold U.S. dollars for Canadian dollars at a strike rate of Cdn$1.0375 per US$1.00 on March 15, 2012 as specified under the terms of the contract.
As at March 31, 2012, the Company has not entered into any new forward contracts to sell U.S. dollars in exchange for Canadian dollars.
14.3 Interest rate risk
This refers to the risk that future cash flows will fluctuate as a result of changes in market interest rates. The Company is exposed to interest rate fluctuations on its revolving line of credit which bear a floating rate of interest. The Company has approximately $27.0 million of credit facilities available in China, of which $6.5 million was drawn as at March 31, 2012.
As at March 31, 2012, the Company has no outstanding interest rate swap contracts.
14.4 Share-based compensation risk
This risk refers to the probability of increased compensation expense due to the increase in the parent company’s share price.
The Company’s compensation expense is subject to volatility due to the movement of share price and its impact on the value of certain management and employee stock-based compensation programs. These programs include stock options, SARs, performance awards and DDSUs. For the three months ended March 31, 2012, a strengthening or weakening of Cdn$1.00 in the price of the parent company’s common shares would have had an unfavourable or favourable impact of $1.6 million in net income before tax, respectively, subject to relative vesting and amortization periods.
14.5 Credit risk
Credit risk refers to the possibility that a customer or counterparty will fail to fulfill its obligations under a contract and as a result, create a financial loss for the Company. The Company has a credit policy that defines standard credit practice. This policy dictates that all new customer accounts are reviewed prior to approval, and establishes the maximum amount of credit exposure per customer. Credit worthiness and financial well-being of the customer is monitored on an ongoing basis.
The Company establishes an allowance for doubtful accounts as determined by management based on their assessment of collection, therefore, the carrying amount of accounts receivable generally represents the maximum credit exposure. The total allowance for doubtful accounts the Company recorded was $0.2 million as at March 31, 2012, but no receivables were written off during the three months ended March 31, 2012.
Counterparties to financial instruments may expose the Company to credit losses in the event of non-performance. Counterparties for derivative and cash transactions are limited to high credit quality financial institutions, which are monitored on an ongoing basis. Counterparty credit assessments are based on the financial health of the institutions and their credit ratings from external agencies. As at March 31, 2012, the Company does not anticipate non-performance that would materially impact the Company’s financial statements.
14.6 Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company manages liquidity risk through the management of its capital structure. It also manages liquidity risk by continuously monitoring actual and projected cash flows, taking into account the Company’s sales and receipts and matching the maturity profile of financial assets and liabilities. The Board of Directors reviews and approves the Company’s annual operating and capital budgets, as well as any material transactions out of the ordinary course of business, including proposals on acquisitions and other major investments.
The following table reflects the contractual maturity of the Company’s financial liabilities as at March 31, 2012:
|
|
|
|
|
|
|
| Beyond 5 |
|
|
| |||||
Financial liabilities |
| 1 year |
| 2-3 years |
| 4-5 years |
| years |
| Total |
| |||||
Bank advances and other short-term debt* |
| $ | 22,815 |
| $ | — |
| $ | — |
| $ | — |
| $ | 22,815 |
|
Long-term debt* |
| 11,681 |
| 23,143 |
| 23,138 |
| 241,534 |
| 299,496 |
| |||||
Contingent consideration*** |
| 7,010 |
| 1,267 |
| — |
| — |
| 8,277 |
| |||||
Accounts payable & other accrued charges |
| 62,169 |
| — |
| — |
| — |
| 62,169 |
| |||||
Other liabilities** |
| 10,471 |
| 1,438 |
| — |
| — |
| 11,909 |
| |||||
Total |
| $ | 114,146 |
| $ | 25,848 |
| $ | 23,138 |
| $ | 241,534 |
| $ | 404,666 |
|
* |
| Includes related interest obligation in the aggregate of $69.2 million |
** |
| Includes agreement with Hitachi Metals (at gross amount), as well as the fair value of the put option on shares of the remaining shareholder of Buss & Buss |
*** |
| Includes estimated earn-out obligations to |
(a) |
| former shareholders of Recapture Metals business, calculated in accordance with the Contingent Consideration Agreement; and |
(b) |
| shareholders of Gallium Compounds, calculated in accordance with the Asset Purchase Agreement |
NOTE 15 COMPARATIVE FIGURES
Certain comparative figures have been reclassification to conform to the presentation adopted in the current period.