NEW YORK, March 31, 2011 /PRNewswire/ -- Terra Nova Royalty Corporation ("Terra Nova") (NYSE: TTT) today announced results for the year ended December 31, 2010.
Our financials statements are now prepared in accordance with
International Financial Reporting Standards. Unless otherwise noted, all
dollar amounts are in United States dollars.
2010
has been a year of transition for our company. During the year, we
completed the distribution of our former subsidiary, KHD Humboldt Wedag
International AG to our shareholders and we acquired Mass Financial
Corp. ("Mass"). This has allowed us to create a very interesting
platform for future growth. Our current goal is to expand our existing
businesses and to grow by our traditional acquisition method, with a
focus on larger projects.
Here is how we look in a simple way:
Book value | $ | 548 million |
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Book value per share | $ | 8.76 |
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Cash & securities | $ | 426 million |
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Working capital | $ | 412 million |
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2011 Projected revenues with Mass* | $ | 410 to 425 million |
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Common share listing | New York Stock Exchange |
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*
note: This projection, without new projects, is being provided for
illustrative purposes for our company going forward after the
acquisition of Mass and is based on various assumptions made by
management, including that the financial results of the businesses
remain consistent with the preceding year and is based on current
economic and operating conditions. Readers are cautioned that such
information is subject to various risks and uncertainties, including
those set forth under Risk Factors in our annual report on Form 20-F, is not indicative of actual results and is not appropriate for other purposes.
Results
It
should be clearly noted that our results of operations for 2010 only
include the results of the businesses acquired through our acquisition
of Mass from November 16, 2010, or less than 30 working days. Accordingly, they are not comparable to prior periods.
The results also include expenses for the period and negative goodwill in the amount of $41.1 million, which do not have a direct relationship to our business platform going forward.
For the year ended December 31, 2010, our total revenues were $85.4 million (excluding negative goodwill of $41.1 million) with net income to our shareholders of $30.3 million or $0.85 per diluted share.
Revenues for 2009 from our continuing operations were $14.7 million, and net income to our shareholders was $36.7 million, or $1.21 per share.
At December 31, 2010, we had $426 million
in cash and securities, our current ratio was 3.77 and our long-term
debt-to-shareholders' equity ratio was 0.09. Our acid test ratio (cash,
receivable and short term investments, divided by current liabilities)
was 3.07 and book value was $8.76 per share.
Our total revenues by operating segment were as follows for each of the years ended December 31, 2010
(which includes less than 30 working days for the consolidation of Mass
and excludes the negative goodwill described below) and 2009.
All amounts in thousands |
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Commodities and resources | $ 76,478 | $ 13,530 |
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Merchant banking | 4,821 | - |
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Other | 4,131 | 1,188 |
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Total revenues | $ 85,430 | $ 14,718 |
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Negative Goodwill
In 2010, we recognized negative goodwill in the amount of $41.1 million, which arose as the market price of our shares on the acquisition dates being $7.99
was less than the fair value of the net identifiable assets acquired
from Mass. Also, Mass had positive goodwill on its books, in the amount
of $5.4 million, which was offset against such negative goodwill.
Pro Forma Consolidated Results for 2010
The
following table presents the results of our continuing operations as if
the businesses of Mass had been acquired and consolidated as of January 1, 2010.
The amounts include the results of Mass, depreciation, amortization and
depletion of the acquired fixed assets and intangible assets recognized
on acquisition. The amounts do not include any possible synergies from
the acquisition. The results of Mass for the period before acquisition
have not been adjusted to reflect our accounting policies nor to reflect
the fair value adjustments made on acquisition. The information is
provided for illustrative purposes only and does not necessarily reflect
the actual results that would have occurred, nor is it necessarily
indicative of our future results and is not appropriate for other
purposes.
All amounts in thousands (unaudited) |
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Revenues | $ 379,695 |
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Net income | $ 29,307 |
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Net income attributable to equity shareholders | $ 28,619 |
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Liquidity
Our management believes we currently have adequate liquidity and acceptable financial ratios. As at December 31, 2010, we had cash and securities of $426 million, working capital of $412 million, total assets of $854 million and our shareholders' equity was $548 million.
We also have lines of credit in the amount of $379 million.
As part of our activities, we establish, utilize and maintain various
kinds of credit lines and facilities with banks, insurers and finance
providers, including accounts receivable financing and letters of
credit. We often enhance the credit of such facilities through
insurance. Trade finance is often layered with varying limitations and
exceptions.
We believe that cash flow from operating activities
together with cash on hand and borrowings available under our credit
facilities will be sufficient to fund currently anticipated capital
spending and debt service requirements. We generally fund our
operations from cash generated by operations.
Business
We
are active in a broad spectrum of activities related to the integrated
combination of commodities and resources and merchant banking. Our
business is divided into three reportable segments: (i) commodities and
resources, which includes our commodities trading activities and mineral
and royalty interests; (ii) merchant banking, which includes our
trading, trade finance, financial services and proprietary investing
activities; and (iii) other, which encompasses our corporate and other
investments, including our medical supplies and services businesses.
Trading of Commodities and Resources
Our
commodities and resources operations include our integrated commodities
trading activities and our mineral interests. We conduct trading
primarily through our subsidiaries based in Vienna, Austria
and supply various commodities, including minerals and metals,
chemicals and plastics and wood products to our customers. Such
commodities originate either from our directly or indirectly held
interests in resource projects or are secured by us from third parties.
Our commodities trading activities are globally focused. We also
derive production royalty revenue from a mining sub-lease of the lands
upon which the Wabush iron ore mine is situated.
Through our
commodities and resources business, we also provide logistics and other
services to producers and consumers of commodities. These activities
are supported by strategic direct or indirect investments in resource
assets operating in our core commodities, including plastics,
non-ferrous metals and minerals, including iron ore.
Our
commodities trading activities include purchasing, selling and
conducting product swaps of various commodities. To a lesser extent, we
also act as a trading agent for clients. Our trading activities often
utilize innovative trading strategies and structures. We currently trade
with commodity and other producers who are unable to effectively
realize sales due to their specific circumstances.
Generally we
purchase or produce the underlying commodity and sell it to an end buyer
or further trade it for another commodity which will subsequently be
sold. Further, commodity producers and end customers often work with us
to better manage their internal supply, distribution risk, and currency
and capital requirements. In such trading activities, we try to capture
various trading, financing and currency spreads. Through our trading
activities, we have been able to develop ongoing relationships with
commodity producers, end customers and trade financiers.
We generally source commodities from Asia, Africa, Europe, the United States and the Middle East. Our commodities sales for the most part include the European, Middle Eastern, Asian and North and South American markets.
Through
our commodities trading activities, we have sourced, supplied and
traded, primarily for our own account, the following commodities:
Metals and Minerals | Chemicals and Plastics | Wood Products |
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iron-ore bauxite manganese-ore cobalt base metals magnesium steel products zinc alloys aluminum foils aluminum sheets coal clinker cement ferrous alloys silicon metals | polystyrene high density polyethylene linear low density polyethylene low density polyethylene polyethylene terephthalate polypropylene polyvinyl chloride | pulp saw logs round logs sawn timber plywood medium density fiberboard wood pellets
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Merchant Banking
Our
merchant banking business includes merchant banking and financial
services, including specialized banking, corporate finance, trade
finance and other services, proprietary investing and our real estate
and investment properties. We seek to invest in many industries,
emphasizing those businesses or assets where the perceived intrinsic
value is not properly recognized nor properly reflected in their share
price valuation. Our investments are generally not passive. We seek
investments where our management and financial expertise can be used to
actively add or unlock value. Our merchant banking activities also
include our trading and financial experience and relationships to
provide trading services, such as transportation and logistics and trade
finance services to our trading customers.
Other
Our
other segment encompasses corporate and our investments in joint
ventures through our subsidiary which provides medical equipment and
supplies. Specifically, we are engaged in the operation of technically
advanced eye care centers through cooperative joint ventures with
government-controlled hospitals in China.
These hospitals provide the necessary space and medical staff to
operate the centers, and we provide the specialized medical equipment
and supplies, training and supervision with respect to certain surgical
procedures. We also sell and service medical equipment.
Cash Dividend
We have established an annual cash dividend policy as follows:
- The
annual dividend is based on the annual dividend yield of the New York
Stock Exchange Composite Index for the preceding year plus 25 basis
points.
- On January 15, 2011, we announced the declaration of an aggregate cash dividend for 2011 of $0.20 per common share, representing a dividend yield of 2.58 percent, payable in quarterly installments.
- The first payment of $0.05 per common share was paid on January 31, 2011 to shareholders of record on January 20, 2011. The second payment will be made on April 11, 2011 to shareholders of record on March 31, 2011.
In the future, we plan to announce and declare the cash dividend
during the first full week of each year. The declaration, timing and
payment of future dividends will depend on, among other things, our
financial results.
Corporate Tax
We are a company organized under the laws of Canada, with operations through a subsidiary that is organized under the laws of Barbados and licensed as an "international business company" under Barbados laws. As an international business company, it is subject to Barbados income tax at regressive rates ranging from 2.5% to 1%. Such rates being 2.5% on all profits and gains up to Barbados dollars ("Bds") $10 million,
2% on all profits and gains exceeding Bds$10 million but not exceeding
Bds$20 million, 1.5% on all profits and gains exceeding Bds$20 million
but not exceeding Bds$30 million and 1% on all profits and gains in
excess of Bds$30 million. Barbados does
not levy any form of tax on capital gains, nor does it tax earnings of
foreign corporations in which there is an equity interest. In 2010 we
recorded a mining royalty tax of $6.7 million and tax on other income of $231,000.
Chairman Michael Smith
commented: "Our prime objective is simply to do good business. Given
our liquid resources, we are well positioned to take advantage of
opportunities arising from the global market downturn. These are
interesting times for business opportunities but we must maintain our
financial discipline. As we progress this year, we plan to change our
name and image to better reflect our new direction and platform.
We did have some disappointments last year which were that:
- Our
general and administrative expenses are still way too high. It should
now come down as we have completed all our major transactions in 2010;
- we
also had several new projects that we were working on, but have yet to
complete. We are however pleased that we controlled our risk in
assessing these new opportunities; and
- we did not cut off all expenses related to the former industrial business quickly enough.
These are the key areas we need to improve upon."
Mr.
Smith concluded: "We believe that the growth of our asset base and net
worth are the only true valuation measures of our performance. Going
forward, we will utilize our foundation of commodities and resources and
merchant banking and our strategy of operating businesses to vigorously
pursue international opportunities for future growth. We will continue
to manage our business activities for the long term, investing on the
basis of our traditional disciplined approach while paying particular
attention to the potential value to be realized by applying our
financial expertise and patience. I would like to thank our
shareholders for their support and look forward to generating a return
on our assets."
Shareholders are encouraged to read the entire Form 20-F, which will be filed with the SEC, for a greater understanding of Terra Nova.
Today at 10:00 a.m. EDT (7:00 a.m. PDT), a conference call will be held to review Terra Nova's announcement and results. This call will be broadcast live over the Internet at www.terranovaroyalty.com.
An online archive will be available immediately following the call and
will continue for seven days. You may also to listen to the audio
replay by phone by dialing: 1 (877) 660 6853 using conference ID number:
369104, account number #356. International callers should dial: 1
(201) 612 7415.
About Terra Nova
Terra Nova
is active in a broad spectrum of activities related to the integrated
combination of commodities and resources, including commodity trading
and resource interests, and merchant banking, including trade finance,
financial services and proprietary investing. To obtain further
information on the Company, please visit our website at:
http://www.terranovaroyalty.com.
Disclaimer for Forward-Looking Information
This
document contains statements which are, or may be deemed to be,
"forward-looking statements" which are prospective in nature.
Forward-looking statements are not based on historical facts, but rather
on current expectations and projections about future events, and are
therefore subject to risks and uncertainties which could cause actual
results to differ materially from the future results expressed or
implied by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect",
"is expected", "scheduled", "estimates", "forecasts", "projects",
"intends", "anticipates" or "does not anticipate", or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will"
be taken, occur or be achieved. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause our actual
results, revenues, performance or achievements to be materially
different from any future results, performance or achievements expressed
or implied by the forward-looking statements. Important factors that
could cause our actual results, revenues, performance or achievements to
differ materially from our expectations include, among other things:(i)
periodic fluctuations in financial results as a result of the nature of
our business; (ii) commodities price volatility; (iii) economic and
market conditions; (iv) competition in our business segments; (v)
decisions and activities of operators of our resource interests; (vi)
the availability of commodities for our commodities and resources
operations; (vii) the availability of suitable acquisition or merger or
other proprietary investment candidates and the availability of
financing necessary to complete such acquisitions; (viii) our ability to
realize the anticipated benefits of our acquisitions; (ix) additional
risks and uncertainties resulting from strategic investments,
acquisitions or joint ventures; (x) counterparty risks related to our
trading activities; (xi) unanticipated grade, geological, metallurgical,
processing or other problems experienced by the operators of our
resource interests; and (xii) other factors beyond our control.. Such
forward-looking statements should therefore be construed in light of
such factors. Other than in accordance with its legal or regulatory
obligations, the Company is not under any obligation and the Company
expressly disclaims 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 for the year ended December 31, 2010, which will be filed with
Canadian securities regulators and filed on Form 20-F with the United
States Securities and Exchange Commission.
AUDITED FINANCIAL TABLES FOLLOW –
TERRA NOVA ROYALTY CORPORATION CONSOLIDATED STATEMENTS OF FINANCIAL POSITION December 31, 2010 and 2009 (Audited) (United States Dollars in Thousands)
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ASSETS
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2010 |
2009 |
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Current Assets
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Cash and cash equivalents | $ 397,697 | $ 38,046 |
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Securities | 27,894 | 11,212 |
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Restricted cash | 3,464 | -- |
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Loan receivable | 5,792 | -- |
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Trade receivables | 13,088 | -- |
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Other receivables | 12,107 | 5,666 |
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Inventories | 67,102 | -- |
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Real estate held for sale | 12,480 | -- |
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Contract deposits, prepaid and other | 20,847 | 774 |
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Current assets of discontinued operations | -- | 681,049 |
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Total current assets | 560,471 | 736,747 |
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Non-current Assets
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Note receivable | -- | 1,672 |
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Securities | 7,262 | -- |
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Equity method investments | 5,713 | -- |
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Investment property | 38,584 | -- |
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Property, plant and equipment | 4,202 | 152 |
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Interests in resource properties | 231,297 | 191,488 |
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Deferred income tax assets | 6,727 | 12,115 |
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Non-current assets of discontinued operations | -- | 9,546 |
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Total non-current assets | 293,785 | 214,973 |
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Total assets | $ 854,256 | $ 951,720 |
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TERRA NOVA ROYALTY CORPORATION CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (con't) December 31, 2010 and 2009 (Audited) (United States Dollars in Thousands)
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LIABILITIES AND EQUITY
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2009 |
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Current Liabilities
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Short-term bank borrowings | $ 69,979 | $ -- |
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Debt, current portion | 4,144 | -- |
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Accounts payables and accrued expenses | 47,130 | 6,022 |
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Provisions | 362 | -- |
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Income tax liabilities | 3,803 | 278 |
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Deferred sale liabilities | 23,133 | -- |
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Current liabilities relating to discontinued operations | -- | 359,626 |
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Total current liabilities | 148,551 | 365,926 |
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Long-term Liabilities
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Debt, less current portion | 48,604 | -- |
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Provisions | 232 | -- |
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Deferred income tax liabilities | 64,436 | 48,664 |
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Deferred sale liabilities | 39,993 | -- |
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Long-term liabilities relating to discontinued operations | -- | 96,038 |
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Total long-term liabilities | 153,265 | 144,702 |
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Total liabilities | 301,816 | 510,628 |
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EQUITY
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Capital stock | 381,673 | 141,604 |
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Treasury stock | (67,501) | (83,334) |
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Contributed surplus | 5,775 | 7,232 |
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Retained earnings | 213,519 | 354,334 |
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Accumulated other comprehensive income | 14,290 | 15,853 |
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Total shareholders' equity | 547,756 | 435,689 |
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Non-controlling interests | 4,684 | 5,403 |
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Total equity | 552,440 | 441,092 |
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| $ 854,256 | $ 951,720 |
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TERRA NOVA ROYALTY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS For the Years Ended December 31, 2010 and 2009 (Audited) (United States Dollars in Thousands, Except Per Share Amounts)
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| 2010 | 2009 |
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Net Sales | $ 84,476 | $ 14,718 |
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Equity income | 954 | -- |
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Gross revenues | 85,430 | 14,718 |
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Costs and Expenses: |
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Costs of sales | 49,352 | 8,525 |
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Selling, general and administrative | 18,316 | 16,474 |
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Share-based compensation (recovery) - selling, general and administrative | 72 | (2,713) |
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Interest | 974 | 477 |
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Loss on derivative contracts | 2,010 | -- |
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| 70,724 | 22,763 |
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| 14,706 | (8,045) |
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Other items: |
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Currency transaction loss, net | (3,608) | (3,208) |
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Loss on settlement of investment in preferred shares of former subsidiaries | -- | (9,538) |
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Negative goodwill | 41,058 | -- |
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Income (loss) before income taxes | 52,156 | (20,791) |
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Income tax (expense) recovery: |
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Income taxes | (231) | 7,510 |
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Resource property revenue taxes | (6,744) | (3,039) |
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| (6,975) | 4,471 |
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Income (loss) from continuing operations | 45,181 | (16,320) |
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Income (loss) from discontinuing operations | (15,449) | 54,042 |
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Net income for the year | 29,732 | 37,722 |
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Less: Net (income) loss attributable to non-controlling interests | 584 | (1,050) |
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Net income attributable to owners of the parent company | $ 30,316 | $ 36,672 |
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Consisting of: Continuing operations | $ 45,839 | $ (16,320) |
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Discontinued operations | (15,523) | 52,992 |
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| $ 30,316 | $ 36,672 |
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Basic and diluted earnings (loss) per share: |
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Continuing operations | $ 1.28 | $ (0.54) |
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Discontinued operations | (0.43) | 1.75 |
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| $ 0.85 | $ 1.21 |
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Weighted average number of common shares outstanding - basic | 35,857,873 | 30,354,207 |
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- diluted | 35,858,911 | 30,354,207 |
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TERRA NOVA ROYALTY CORPORATION FINANCIAL HIGHLIGHTS December 31, 2010 (Audited) (United States Dollars in Thousands, Except Per Share Amounts)
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Cash and cash equivalents | $ 397,697 |
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Securities | 27,894 |
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Trade receivables | 13,088 |
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Current assets | 560,471 |
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Total assets | 854,256 |
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Current liabilities | 148,551 |
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Working capital | 411,920 |
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Current ratio | 3.77 |
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Acid test ratio | 3.07 |
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Long term debt, less current portion | 48,604 |
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Long-term debt-to-shareholders' equity | 0.09 |
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Total Liabilities | 301,816 |
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Shareholders' equity | 547,756 |
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Equity per common share | 8.76 |
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Corporate | Investors | Media |
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Terra Nova Royalty Corp | Allen & Caron Inc. | Allen & Caron Inc. |
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Rene Randall | Joseph Allen | Len Hall |
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1 (604) 683-8286 ex 224 | 1 (212) 691-8087 | 1 (949) 474-4300 |
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rene.randall@terranovaroyalty.com | joe@allencaron.com | len@allencaron.com |
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SOURCE Terra Nova Royalty Corporation