NEW YORK, May 17 /PRNewswire-FirstCall/ -- Terra Nova Royalty Corporation (NYSE: TTT) (formerly KHD Humboldt Wedag International Ltd) today announced results for the three months ended March 31, 2010. Unless otherwise noted, all figures are in US dollars.
It is important to note that as the plan of arrangement (the "Arrangement") was completed on March 30, 2010,
that the results of operations of our former industrial plant
engineering and equipment supply business were included in the results
for the quarter ended March 31, 2010 but are not reflected in our March 31, 2010 balance sheet. Further, this industrial business is deconsolidated from March 31, 2010 and its results from March 31, 2010 will not be included in our consolidated results for future reporting periods.
For the three months ended March 31, 2010, Terra Nova Royalty Corporation ("Terra Nova") reported consolidated revenues of $101.6 million from industrial operations with a net loss of $18.5 million, or $0.61 per share on a diluted basis.
Excluding former industrial operations, for the three months ended March 31, 2010, Terra Nova reported income from its interest in a resource property of $3.8 million with a net loss from continuing operations of $0.3 million, or $0.01 loss per share on a diluted basis, which does not include a net loss from our former industrial operations, net of tax, of $18.2 million, or $0.60 loss per share on a diluted basis, which was primarily resulting from the income tax charge of $10.3 million
which was recognized in connection with the disposition of the 26
percent interest in, and the deconsolidation of, KHD Humboldt Wedag
International AG ("KID"). The tax expense was offset by losses carried
forward and was non-cash.
Terra Nova's liquidity and capital resources (less its entire investment in KID, except for the 19% to remain with Terra Nova) remains strong. As of March 31, 2010, its cash and securities were $108.4 million; working capital was $102.9 million; and shareholders' equity, excluding the KID shares other than the 19 percent retained by Terra Nova, was $164.3 million (being a book value per share of $5.42) and its current ratio was 6.17.
The first quarter had high G&A expenses due primarily to the
costs relating to the restructuring and ongoing expenses. We will
continue to work to reduce our expense in the future. We will report
details of existing and going forward expenses in the future.
Chairman Michael Smith commented, "In
early 2010 we announced that we intended to restructure into two
distinct legal entities (1) a mineral royalty company, Terra Nova and (2) an industrial plant technology, equipment and service company, KID. On March 29, 2010
our shareholders approved the Arrangement and the first tranche
distribution of 26 percent of the KID shares to our shareholders. This
was the first step in our restructuring into two distinct legal
entities. On March 31, 2010, Terra Nova started trading under their new trading symbol TTT on the New York Stock Exchange."
This will result in two independent entities going forward which we
believe are well positioned to create further value for shareholders.
Now Terra Nova can focus on its core business comprising:
- the acquisition of existing mineral royalties;
- providing capital for the exploration, development and
construction of iron ore and other metals mines in exchange for
royalties;
- monetizing metal by-product streams from either operating mines or projects under development;
- engaging qualified individuals with a focus on individuals with a strong background in Asia;
- providing acquisition financing to establish operating companies in return for a royalty on acquired properties;
- otherwise opportunistically acquiring interests in promising mineral assets; and
- focusing on opportunities in the Asian market.
MAJOR ACCOUNTING CHANGES: The KID ownership will be considered as a
deconsolidated entity and these undistributed shares are treated as a
long-term asset. We will no longer consolidate revenues and costs
relating to the KID operations from March 31, 2010.
As of January 1, 2011 Terra Nova
intends to change its Financial Reporting Standards from Canadian GAAP
to International Financial Reporting Standards. Pursuant to IAS.16, Property, Plant and Equipment, we expect to increase the value of the royalty asset to its fair value. If this were implemented as of December 31, 2009,
based upon our current valuation including current royalty rates and
forecasted demand, we estimate it would result in a value for the
existing royalty of $200 million and we estimate the effect on such an increase would be as follows:
All amounts in U.S. Dollars in Thousands, Except per Share Data
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Carrying value Dec. 31, 2009
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$ 27,150
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Valuation increase
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172,850
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Revised book value*
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200,000
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Long-term income tax provision
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(51,850)
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Increase in Shareholders' equity
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121,000
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Shares outstanding (000's)
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30,285
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Increase in shareholders' equity per share
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4.00
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* note: the increase in the value has been calculated using a 8% discount rate
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FUTURE DISTRIBUTION OF KID
SHARES: We currently expect to distribute the second tranche of KID
shares to our shareholders of record on June 30, 2010 with the record date of June 27, 2010 (subject to New York Stock Exchange and other regulatory approvals).
This distribution will be for
7,571,228 KID shares (approximately 23 percent of total issued) and you
will receive one KID share for every 4 shares of Terra Nova held on the record date.
The tax on the distribution will be neutral for Terra Nova but it will be subject to withholding for shareholders. An example would be if you are a United States tax payer you would expect to pay 15 percent, which will be withheld by Terra Nova and paid to the Canadian taxation authority. Shareholders can claim this amount as a credit on their United States
tax return. While this is not the optimal scenario from a tax
perspective, we believe that the distribution of this tranche is in our
shareholders' best interest.
We currently expect to distribute the third tranche on August 30, 2010
and it will be for 9,383,728 KID shares (approximately 29 percent of
the total issued) and you will receive one KID share for every 4 shares
of Terra Nova held on the record date of August 27, 2010.
The tax treatment for this
tranche will depend on, among other things, our paid up capital ("PUC")
for tax calculations. If we have enough PUC, it will be without any
withholding tax for our shareholders. It will be tax neutral for Terra Nova.
Further details of the above distributions will be provided in due course.
The balance of the KID shares, representing approximately 19 percent of KID's outstanding shares, will be retained by Terra Nova until the bank guarantees issued by Terra Nova (prior to the spin-off) on behalf of KID expire in the normal course of business.
Such balance of the KID shares will be treated as a long-term asset and will be priced market to market as to our holding value.
RIGHTS ISSUE: In the next month
we intend to undertake a rights issue where our existing shareholders
may purchase additional shares at a discount to market. We believe that
there are significant opportunities to expand our business through
opportunistic acquisitions. Because of the inherent risks associated
with the mineral business, we believe any acquisitions should be
conservatively financed. The additional capital we believe can be
successfully deployed. The major features of the issue will be as
follows:
- Number of shares issuable: 7,250,000 common shares, representing approximately 24 percent of Terra Nova's issued and outstanding common shares
- All shares will be free trading
- We will have the right of over allotment
- The Rights will be transferable and will be quoted
- The pricing will be at a discount to market and will be determined at time of issue
Further details will be provided in due course
EXISTING ROYALTY: The following is selected summary information respecting Terra Nova's
existing royalty interest. It is not complete and is qualified in its
entirety by the more detailed information in our public filings with the
SEC and Canadian securities regulators, including the risk factors Terra Nova discloses in such filings.
Location
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Wabush Mine, Wabush, Labrador, Canada
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Owner / operator
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Cliffs Natural Resources Inc. ("Cliffs")
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Current royalty rate
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CDN$5.16 per ton (pellets), as of first quarter 2010
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Royalty escalation rate provision
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The
royalty due consists of a base rate per ton of pellets shipped, which
is then increased by three escalators related to iron content, pellet
prices and the U.S. PPI (Iron & Steel Sub Group)
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Stated reserves
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75 million tons*
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* Based upon Cliffs public statements and as of 12-31-08
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Historical royalty All amounts in Canadian Dollars, Except Tonnage Data
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YEAR
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TONNAGE OF PELLETS SHIPPED
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GROSS ROYALTY
RECEIVED*
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AVERAGE PRICE
PER TON*
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2004
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4,012,163
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$ 10,120,310
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$ 2.52
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2005
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4,393,453
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12,792,721
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2.91
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2006
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4,137,764
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15,066,369
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3.64
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2007
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4,787,091
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21701,509
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4.53
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2008
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3,880,150
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28,916,587
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7.45
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2009
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3,188,107
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17,350,127
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5.44
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*
note: gross amounts and average price per ton do not include price
adjustments by Cliffs for prior years, sales of chips and concentrate
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The following is Terra Nova's
forecast for royalty revenues from the Wabush mine for 2010 based upon
current market, pricing and outlook and historical production levels.
Although management believe it is reasonable, there can be no assurance
that such forecast will be achieved and actual results may be materially
different than those set forth herein.
Annual production 4 to 5 million tons*
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*note:
our forward looking internal projection is based solely upon
management's current forecasts and expectations. It is not a forecast or
projection of Cliffs and actual production may vary materially from
such forecast.
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Projected royalty income 2010
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Scenario A
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Scenario B
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-- Tonnage
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5, 000,000
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5, 000,000
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-- Royalty rate
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$ 5.16
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$ 7.50
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-- Gross royalties
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$ 25,800,000
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$ 37,500,000
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Pricing variable
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Both
Scenario A & B are based on the assumption that due to the recent
acquisition of a 100% interest in the Wabush Mine by the operator, as
well as increases in price and demand for iron ore, production at the
mine will return to 2007 levels.
Scenario
A follows a conservative assumption that no benchmark prices will be
established and published for iron ore during 2010, and prices will be
determined on an individual proprietary basis between producers and
customers. Therefore, the royalty rate paid will remain unchanged from
the CDN$5.16 per ton received in Q1 2010 which is based on the 2009
published benchmark prices.
Scenario
B assumes that benchmark prices for iron ore will be re-established at
2008 levels and published during Q2 2010. Therefore, the royalty rate
paid will increase from the $5.16 per ton received in Q1 2010 to $8.00
per ton for Q2 through Q4.
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NON-PUBLISHED PRICE EFFECT
The
Wabush royalty is paid quarterly, and is based on the tonnage of iron
ore pellets shipped by the mine operator. One of the major components in
the calculation of the Wabush royalty rate payable is based on the most
recent published prices for iron ore pellets. Historically, benchmark
prices have been determined in the first quarter of the fiscal year
through negotiations between the major producers and their most
significant customers, and these are then adopted by the other suppliers
when published.
The
significant increase in benchmark prices from 2007 to 2008 was resisted
by the major Chinese steel mills in particular, who also refused to
accept the lowered benchmark pricing offered in 2009. This led suppliers
to announce a potential move to quarterly benchmark pricing for 2010
but to date, no such prices have yet been published. As a result, the
related royalty rate component is currently based on 2009 prices.
Historical iron ore pricing
(63 percent Fe)
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All amounts in U.S. Dollars
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YEAR
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YEAR END PRICE PER TON
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2004
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$63.50
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2005
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69.00
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2006
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73.50
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2007
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188.00
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2008
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79.00
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2009
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111.50
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April 2010
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186.00
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Mineral tax
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20%
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Arbitration with Cliffs
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In
December, 2005, we commenced an action against Wabush Iron Co. Limited,
Dofasco Inc., Stelco Inc. and Cliffs, claiming that such parties
breached their duties by inaccurately reporting and substantially
underpaying the royalties due under the sub-lease.
We
have been expecting the arbitration panel ruling now for several
months. We have been informed that it will happen very shortly.
Because of the inherent uncertainties of litigation we are cautious but
optimistic. This amount of Terra Nova's claim for additional past
royalties is in excess of CND$22 million.
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CORPORATE TAX: We only pay a minimal amount
of income tax in cash due to the use of existing non-capital loss carry
forwards. We expect the same in 2010
DIVIDEND: It is our Board of Directors intention to establish an annual dividend policy.
Mr. Smith concluded. "We were encouraged to
see Wabush pellet shipments increased in the first quarter. Wabush
shipped (tonnage of pallets) 874,174 tons in the first quarter of 2010
versus 402,494 tons in the first quarter of 2009. We believe that we are
well positioned to grow Terra Nova, as we have the capital, no debt, good cash flow and a market where return and growth can occur. Terra Nova
will look to grow through acquisitions. We will continually review the
effectiveness of our strategy as it relates to our commitment to
enhancing shareholder value."
Shareholders are encouraged to read the
entire Form 6-K, which has been filed with the SEC, for a greater
understanding of Terra Nova Royalty Corporation.
About Terra Nova Royalty Corporation
Terra Nova Royalty Corporation is active in the royalty and mineral industry.
Disclaimer for Forward-Looking Information
Certain statements in this news release
are forward-looking statements, which reflect our management's
expectations regarding our future growth, results of operations,
performance and business prospects and opportunities. Forward-looking
statements consist of statements that are not purely historical,
including any statements regarding beliefs, plans, expectations or
intentions regarding the future. While these forward-looking statements,
and any assumptions upon which they are based, are made in good faith
and reflect our current judgment regarding the direction of our
business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other
future performance suggested herein. No assurance can be given that any
of the events anticipated by the forward-looking statements will occur
or, if they do occur, what benefits we will obtain from them. These
forward-looking statements reflect management's current views and are
based on certain assumptions and speak only as of the date hereof. These
assumptions, which include management's current expectations, estimates
and assumptions about our business and the markets we operate in, the
global economic environment, interest rates, exchange rates and our
ability to manage our assets and operating costs, may prove to be
incorrect. A number of risks and uncertainties could cause our actual
results to differ materially from those expressed or implied by the
forward-looking statements, including: (i) changes in iron ore and other
commodities prices; (ii) the performance of the properties underlying
our interests; (iii) decisions and activities of the operator of our
royalty properties and other interests; (iv) unanticipated grade,
geological, metallurgical, processing or other problems experienced by
the operators of our royalty properties and other interests; (v)
economic and market conditions; and (vi) the availability of royalties
for acquisition or other acquisition opportunities and the availability
of debt or equity financing necessary to complete such acquisitions.
There is a significant risk that our forecasts and other forward-looking
statements will not prove to be accurate. Investors are cautioned not
to place undue reliance on these forward-looking statements. No
forward-looking statement is a guarantee of future results. Except as
required by law, we disclaim any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Additional information about
these and other assumptions, risks and uncertainties are set out in our
MD&A filed with Canadian securities regulators and filed on Form 6-K
with the SEC and our Form 20-F for the year ended December 31, 2009.
Corporate
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Investors
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Media
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Terra Nova Royalty Corp
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Allen & Caron Inc.
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Allen & Caron Inc.
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Rene Randall
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Joseph Allen
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Len Hall
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1 (604) 683-8286 ex 224
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1 (212) 691-8087
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1 (949) 474 4300
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rrandall@bmgmt.com
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joe@allencaron.com
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len@allencaron.com
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Communicate with management