Migao Corporation (TSX:MGO), a China-based leading specialty potash fertilizer
producer, today reported quarterly earnings of $0.18 per share from sales of
$67.0 million for the three-month period ended December 31, 2009, compared to
earnings of $0.27 per share from sales of $76.5 million for the same period last
year.
Revenue for the nine-month period of fiscal 2010 was $193.6 million, which is
slightly below the $204.4 million in revenue for the similar nine-month period
last year. Net income for the nine-month period ended December 31, 2009 was
$27.9 million or $0.60 per basic share as compared to $31.6 million or $0.73 for
the same nine-month period last year. The decline in sales and earnings is
indicative of lower input costs, which is reflected in the Company's selling
price of its potash-based specialty fertilizer products.
"Our revenue and gross profit percentage has been relatively stable despite
lower average selling prices compared to last year, as a result of lower raw
material costs. Our operational results are slightly ahead of expectations for
this period with the volume of product sold increasing compared to the same
period last year. 100% of our production capacity was sold in the quarter," said
Mr. Liu Guocai, President and CEO of Migao. "From the end of last quarter to the
beginning of this quarter, we believe we saw the bottom of potash prices as well
as Migao's selling prices in China. Selling prices have trended up towards the
end of the third quarter and we have received orders for all of our production
capacity through to the end of May."
Gross profit for the quarter was $15.6 million or 23.3% of revenue. For the
first three quarters of fiscal 2010, gross margin is in line with management's
expectations for the fiscal year at 23.0% or $44.6 million.
Production for the quarter was approximately 100% of core capacity including
regular minimum required maintenance performed during the quarter. In addition,
approximately 50,000 tonnes of non-core, lower grade potassium sulphate was
processed and sold to new vegetable crop customers.
The effective income tax rate for the quarter was approximately 13.5% of
revenue. The Company is benefiting from grandfathered favourable tax policies,
which would otherwise result in a corporate tax rate of 25%, not including any
other, or new favourable tax treatments. EBITDA for the third quarter of fiscal
2010 was $11.6 million or 17.3% of revenue.
As at December 31, 2010, Migao reported cash and equivalents of $128.0 million
and working capital of $184.6 million. Cash and inventory make up the vast
majority of working capital. Long-term debt was nil and current bank debt was
$40.9 million. During the quarter, the Company secured working capital lines of
credit with a China-based bank of approximately RMB 260 million and project
financing lines of credit of approximately RMB 136 million. Migao also
successfully completed a bought deal financing of common shares for net proceeds
of $38 million. Proceeds are to be used for expansion projects and general
working capital purposes.
The Company continues to conduct due diligence and negotiations for potential
expansion into Southeast Asia. A Chinese export tariff of 105% on potash and
related products, including Migao's potassium sulphate precludes the Company
from competing in nearby, international markets. The market for Migao's
potassium sulphate product outside of China is strong and growing.
Average inventory cost of raw potash for the period was $389 per tonne, a
decrease from the previous period's level of $476, reflecting declining raw
material purchase costs for the Company's primary input - potassium chloride. At
the end of the period, the Company had $25.0 million (64,292 tonnes) of
potassium chloride inventory.
The Company also reports that Mr. Paul Haber has resigned from the Board of
Directors. Mr. Haber served as a member of the audit committee as well as
interim CFO for a period in 2008. The Board and management thank Paul for his
contributions to Migao over the past years and wish him well with his current
and future activities.
Subsequent to the end of the quarter, Migao is pleased to report that its
100,000 tonne per year specialty compound fertilizer facility at Sichuan Migao
began shipping product. The compound fertilizer is specially formulated for
tobacco customers and uses Migao's potassium nitrate and or potassium sulphate
as one of the inputs.
The construction of a 40,000-tonne per year potassium nitrate plant through a
joint venture with Chile-based SQM is ongoing with a completion date targeted
for the end of calendar 2010 with production starting in January 2011. The green
field construction of a 40,000-tonne per year potassium sulphate plant at
Shanghai Migao is proceeding with construction and production to be completed
within 1-3 months of the SQM joint venture timelines.
SUMMARY FINANCIAL STATEMENTS
3 months ended 3 months ended
December 31, 2009 December 31, 2008
($'000)
Sales 67,034 76,531
Gross Profit 15,607 17,313
Net Income 8,706 11,951
EBITDA 11,618 13,982
Basic EPS 0.18 0.27
Diluted EPS 0.18 0.27
Weighted average number of
shares (in millions of shares)
Basic 47.5 43.7
Diluted 48.0 43.9
Balance Sheet Highlights
($'000)
December 31, 2009 March 31, 2009
Current ratio 3.08:1 5.40:1
Cash 128.0 41.7
Working Capital 184.6 146.2
Total assets 355.5 275.2
Debt to Equity Ratio 0.33:1 0.14:1
Complete financial statements are available through the SEDAR website www.sedar.com.
Conference Call
Migao will be hosting a conference call to discuss the first quarter results at
10:00am Friday February 12, 2010. The details are as follows:
Dial in number: 416-340-8530 or 1-866-226-1793
Taped replay (until February 26, 2010): 416-695-5800 or 1-800-408-3053
Taped replay access code: 5613471#
About Migao
Migao Corporation, through its wholly owned subsidiaries, owns and operates
fertilizer production plants in various strategic locations across China for the
production and sale of specialty potash fertilizer (potassium nitrate and
potassium sulphate) to China's agricultural market. Migao Corporation is subject
to, and complies with strict government regulations that govern safety, quality
and environmental protection. Migao's Sichuan facility is ISO 14001 certified,
an international environmental management standard. Please visit
www.migaocorp.com for further information.
Caution Regarding Forward-Looking Statements
This news release may include forward-looking statements within the meaning of
certain securities laws, including the "safe harbour" provisions of the
Securities Act (Ontario) and other provincial securities laws in Canada. These
forward-looking statements include, among others, statements with respect to our
objectives and goals, and strategies to achieve those objectives and goals, as
well as statements with respect to our beliefs, plans, objectives, expectations,
anticipations, estimates and intentions.
By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, which give rise to the possibility
that predictions, forecasts, projections and other forward-looking statements
will not be achieved. Certain material factors or assumptions are applied in
making forward-looking statements and actual results may differ materially from
those expressed or implied in such statements. We caution readers not to place
undue reliance on these statements as a number of important factors, many of
which are beyond our control, could cause actual results to differ materially
from the beliefs, plans, objectives, expectations, anticipations, estimates and
intentions expressed in such forward-looking statements. These factors include,
but are not limited to: risks related to raw materials; execution of the
business plan; dependence on key personnel; key relationships; dependence on key
customers; dependence on key suppliers; competition; market factors and
volatility of commodity prices; environmental risks and hazards; operating
risks; proprietary rights; infrastructure; future capital requirements;
technical substitution; exchange rate fluctuation; insurance; foreign
operations; weather conditions and natural disasters; control by management;
seasonality; dividends; conflicts of interest; state ownership; government
sector intervention; foreign investment; repatriation of profit and currency
conversion; tax; shareholders' rights and enforcement of judgements; developing
legal system; protection of intellectual property rights; permits and business
licenses; appropriation; and availability of land. Should one or more of these
factors materialize, or should our estimates or underlying assumptions prove
incorrect, actual results, performance or achievements may vary materially from
those described in forward-looking statements.
We caution that the foregoing list of important factors that may affect our
future results is not exhaustive. When reviewing our forward-looking statements,
readers should carefully consider the foregoing factors and other uncertainties
and potential events. Additional information about factors that may cause actual
results to differ materially from expectations, and about material factors or
assumptions applied in making forward-looking statements, may be found under the
"Risk Factors" sections in our Annual Information Form and annual MD&A and
elsewhere in our filings with Canadian securities regulatory authorities. Except
as required by Canadian securities laws, we do not undertake to update any
forward-looking statements, whether written or oral, that may be made from time
to time by us or on our behalf; such statements speak only as of the date made.
We cannot assure readers that actual results will be consistent with these
forward-looking statements, and the differences may be material. The
forward-looking statements included herein are expressly qualified in their
entirety by this cautionary language.
Migao Corporation
---------------------------------------------------------------------------
Interim Consolidated Balance Sheets
(in thousands of Canadian dollars)
(unaudited)
---------------------------------------------------------------------------
December 31, March 31,
2009 2009
---------------------------------------------------------------------------
Assets
Current assets
Cash and cash equivalents $ 128,025 $ 41,688
Restricted cash (note 2) 14,529 553
Accounts receivable 17,365 20,477
Prepayments, deposits and other
assets (note 3) 72,897 33,569
Inventory (note 4) 37,726 82,393
Due from related party (note 5) 29 158
Due from joint venture partner (note 6) 1,309 -
Future income tax assets 1,250 636
---------------------------------------------------------------------------
273,130 179,474
Prepayments, deposits, and other
assets (note 3) 2,082 1,441
Plant and equipment (note 7) 49,459 52,147
Construction in progress 11,058 16,017
Land use rights (note 8) 18,830 25,062
Future income tax assets 914 1,051
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$ 355,473 $ 275,192
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Liabilities
Current liabilities
Bank loans (note 9) $ 40,947 $ 20,745
Accounts payable and accrued
liabilities (note 8) 10,874 7,016
Notes payables (note 2) 14,279 553
Customer deposits 19,682 2,620
Income taxes payable 1,531 2,008
Future income tax liabilities 1,255 322
---------------------------------------------------------------------------
88,568 33,264
Future income tax liabilities 146 375
---------------------------------------------------------------------------
88,714 33,639
---------------------------------------------------------------------------
Shareholders' equity
Share capital (note 10) 152,306 114,431
Contributed surplus (note 10) 5,306 3,883
Retained earnings (note 11) 106,354 78,492
Accumulated other comprehensive
income (note 12) 2,793 44,747
---------------------------------------------------------------------------
266,759 241,553
---------------------------------------------------------------------------
$ 355,473 $ 275,192
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The accompanying notes are an integral part of these interim consolidated
financial statements.
Approved on behalf of the Board of Directors
Guocai Liu, Director
Keith Attoe, Director
Interim Consolidated Statements of Operations and Retained Earnings
(in thousands of Canadian dollars, except per share amounts)
(Unaudited)
---------------------------------------------------------------------------
For the three For the nine
months ended months ended
------------- ------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
2009 2008 2009 2008
---------------------------------------------------------------------------
Revenues $ 67,034 $ 76,531 $ 193,646 $ 204,373
Cost of goods sold (note 7) 51,427 59,218 149,082 155,636
---------------------------------------------------------------------------
Gross profit 15,607 17,313 44,564 48,737
---------------------------------------------------------------------------
Operating expenses
Selling 1,762 1,708 3,537 5,632
General and administrative
(notes 7 and 8) 2,804 2,114 6,132 6,344
Stock-based compensation
(note 10) 391 592 1,347 1,989
Pre-operating costs 114 128 434 430
Finance costs 523 305 1,093 596
---------------------------------------------------------------------------
5,594 4,847 12,543 14,991
---------------------------------------------------------------------------
Income from operations 10,013 12,466 32,021 33,746
Other income 57 309 124 413
Gain on sale of
non-operating subsidiary - - - 98
---------------------------------------------------------------------------
Income before income taxes 10,070 12,775 32,145 34,257
Provision for income taxes:
Current 1,262 1,307 4,056 2,838
Future 102 (483) 227 (171)
---------------------------------------------------------------------------
Net income for the period 8,706 11,951 27,862 31,590
Retained earnings,
beginning of period 97,648 53,830 78,492 34,191
---------------------------------------------------------------------------
Retained earnings,
end of period $ 106,354 $ 65,781 $ 106,354 $ 65,781
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Income per share:
Basic $ 0.18 0.27 $ 0.60 0.73
Diluted $ 0.18 0.27 $ 0.59 0.71
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Weighted average number of common shares outstanding:
Basic 47,509,411 43,675,611 46,810,850 43,336,212
Diluted 47,965,124 43,883,557 47,283,044 44,439,824
---------------------------------------------------------------------------
---------------------------------------------------------------------------
The accompanying notes are an integral part of these interim consolidated
financial statements.
Interim Consolidated Statements of Comprehensive Income
(in thousands of Canadian dollars)
(Unaudited)
---------------------------------------------------------------------------
For the three For the nine
months ended months ended
------------- ------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
2009 2008 2009 2008
---------------------------------------------------------------------------
Net income for the period $ 8,706 $ 11,951 $ 27,862 $ 31,590
Other comprehensive (loss)
income, net of tax:
Unrealized (losses) gains
on translating financial
statements of
self-sustaining foreign
operations (4,949) 26,886 (41,954) 36,006
---------------------------------------------------------------------------
Comprehensive income (loss) $ 3,757 $ 38,837 $ (14,092) $ 67,596
---------------------------------------------------------------------------
---------------------------------------------------------------------------
The accompanying notes are an integral part of these interim consolidated
financial statements.
Interim Consolidated Statements of Cash Flows
(in thousands of Canadian dollars)
(Unaudited)
---------------------------------------------------------------------------
For the three For the nine
months ended months ended
------------- ------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
2009 2008 2009 2008
---------------------------------------------------------------------------
Cash flows from operating
activities
Net income $ 8,706 $ 11,951 $ 27,862 $ 31,590
Items not affecting cash:
Amortization 1,025 902 3,250 2,319
Stock-based compensation 391 592 1,347 1,989
(Loss) gain on sale of
non-operating subsidiary - - - (98)
Future income taxes 102 (483) 227 (171)
Amortization of deferred
transaction costs 47 - 47 -
Changes in non-cash
working capital items:
Restricted cash (9,222) - (14,426) -
Accounts receivable 2,549 (17,430) (2,990) (9,113)
Prepayments, deposits,
and other assets (3,131) 1,166 (3,428) 58
Inventory 27,787 13,421 (12,436) (29,102)
Accounts payable and
accrued liabilities 3,342 (3,978) 4,408 (11,115)
Notes payables 8,226 - 14,263 -
Customer deposits 14,536 (1,389) 18,062 (4,064)
Due from related parties 128 - 129 33
Due to related parties - - - (45)
Due from joint venture
partner (1,321) - (1,321) -
Income taxes payable 720 525 (235) 1,421
---------------------------------------------------------------------------
53,885 5,277 34,759 (16,298)
---------------------------------------------------------------------------
Cash flows from investing
activities
Purchase of plant and
equipment (1,073) (2,029) (7,246) (7,371)
Proceeds on sale of
non-operating subsidiary - - - 1,143
Payment on construction
in process (2,435) (5,088) (5,487) (11,966)
Refund for land use rights - - 770 1,866
Payment of land use rights - (186) (76) (3,018)
Proceeds from sale of land
use right 1,069 - 1,069 -
Value-added tax refunds on
plant and equipment 460 225 1,660 225
Refund from prepayment
for equipment 2,866 - 2,866 -
---------------------------------------------------------------------------
887 (7,078) (6,444) (19,121)
---------------------------------------------------------------------------
Interim Consolidated Statements of Cash Flows - continued
(in thousands of Canadian dollars)
(Unaudited)
---------------------------------------------------------------------------
For the three For the nine
months ended months ended
------------- ------------
Dec. 31, Dec. 31, Dec. 31, Dec. 31,
2009 2008 2009 2008
---------------------------------------------------------------------------
Cash flows from financing
activities
Proceeds from bank loans 1,547 532 38,724 13,282
Repayment of bank loans (1,392) - (13,782) (4,214)
Issuance of common shares,
net 37,876 - 37,876 (65)
Proceeds from exercise
of underwriters'
compensation options - - - 446
Proceeds from exercise
of warrants - - - 7,068
Proceeds from exercise of
stock options - - - 727
---------------------------------------------------------------------------
38,031 532 62,818 17,244
---------------------------------------------------------------------------
Foreign exchange (loss) gain
on cash held in foreign
currency (1,020) 2,235 (4,796) 3,116
---------------------------------------------------------------------------
Increase (decrease) in
cash and cash equivalents 91,783 966 86,337 (15,059)
Cash and cash equivalents,
beginning of period 36,242 16,850 41,688 32,875
---------------------------------------------------------------------------
Cash and cash equivalents,
end of period $ 128,025 $ 17,816 $ 128,025 $ 17,816
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Cash and cash equivalents
consist of:
Cash on hand $ 73,747 $ 16,527
Term deposit 40 40
Bank notes 54,238 1,249
---------------------------------------------------------------------------
$ 128,025 $ 17,816
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Total interest paid during the three and nine month periods ended December 31,
2009 was $546 and $1,109 (RMB 3.5 million and RMB 7.0 million) (December 31,
2008 - $300 or RMB 1.7 million and $595 or RMB 3.7 million), respectively. Total
tax paid during the three and nine month periods ended December 31, 2009 was
$1,371 and $4,452 (RMB 8.8 million and RMB 27.3 million) (December 31, 2008 -
$1,094 or RMB 6.2 million and $1,575 or RMB 9.5 million), respectively. Total
tax refunded during the three and nine month periods ended December 31, 2009
were both $460 (RMB 3.0 million) (December 31, 2008 - $Nil and $1,331 or RMB 9.3
million), respectively. Total interest subsidy received by the Company during
the three and nine month periods ended December 31, 2009 was $Nil and $126 (RMB
Nil and RMB 0.7 million) (December 31, 2008 - $Nil and $Nil), respectively.
The accompanying notes are an integral part of these interim consolidated
financial statements.
Notes to Interim Consolidated Financial Statements
For the three and nine months ended December 31, 2009 and 2008
(in thousands of Canadian dollars, except per share amounts)
(Unaudited)
---------------------------------------------------------------------------
1. Nature of Operations and Basis of Presentation
Nature of Operations
Migao Corporation ("the Company" or "Migao"), through its wholly-owned
Subsidiaries, is a manufacturer of specialty potash-based fertilizers, produced
at its four operational facilities in the People's Republic of China ("PRC").
The Company
Migao holds 100% of the issued and outstanding capital of H.K. Migao Industry
Limited ("H.K. Migao"), which in turn holds 100% of the issued and outstanding
capital of Sichuan Migao Chemical Fertilizer Industry Co., Ltd. ("Sichuan
Migao"), Guangdong Migao Chemical Co., Ltd. ("Guangdong Migao"), Liaoning Migao
Chemical Co., Ltd. ("Liaoning Migao"), Migao Chemical Industry (Shanghai) Co.,
Ltd. ("Shanghai Migao"), Migao Chemical (Changchun) Co., Ltd. ("Changchun
Migao"), and Migao Chemical (Tianjin) Co., Ltd. ("Tianjin Migao") (collectively,
the "Subsidiaries").
On May 18, 2008, the Company and Sociedad Quimica y Minera de Chile S.A. ("SQM")
entered into an agreement to create a joint venture, Sichuan SQM - Migao
Chemical Fertilizer Co., Ltd. ("SQM JV"), for the production of potassium
nitrate in PRC. The parties agreed that the registered capital of the SQM JV
will be twenty million U.S. dollars, with the Company and SQM each contributing
ten million US dollars in return for a 50% interest in the joint venture. The
SQM JV is owned 50/50 by Migao (through H.K. Migao) and SQM. The SQM JV was set
up on September 1, 2009 and the joint venture partners have started to make
contributions to the joint venture during the quarter.
Basis of Presentation
These unaudited interim consolidated financial statements have been prepared by
management in accordance with Canadian generally accepted accounting principles
("GAAP") and include the accounts of the Company and its Subsidiaries and the
proportionate share of the accounts of its joint venture in the PRC. These
unaudited interim consolidated financial statements have been prepared by the
management of the Company using the same accounting policies and methods as the
most recently audited annual consolidated financial statements of Migao. These
unaudited interim consolidated financial statements do not contain all
disclosures required by Canadian GAAP for annual financial statements, and
accordingly, these financial statements should be read in conjunction with the
audited financial statements of Migao for the year ended March 31, 2009. Interim
results are not necessarily indicative of the results expected for the fiscal
year.
Certain prior-period balances have been reclassified to conform to current
period's presentation and policies.
Adoption of New Accounting Policies
Effective December 31, 2009, the Company adopted the following new accounting
standards.
Joint Venture
The Company's 50% interest in the SQM JV, which is subject to joint control, is
consolidated on a proportionate basis whereby the Company includes in these
consolidated financial statements its proportionate share of the assets,
liabilities, revenues, and expenses of the joint venture.
Deferred Transaction Costs
The Company's transaction costs that are directly attributable to the bank debt
financing are amortized using the effective interest method. The unamortized
portion related to bank loans withdrawn from the lines of credit is shown as a
reduction of bank loans. The unamortized portion related to the unused portion
of the lines of credit is recorded in prepayments, deposits and other assets.
2. Restricted Cash
As at December 31, 2009 and March 31, 2009, the Company had the following
restricted cash balances:
---------------------------------------------------------------
December 31, March 31,
2009 2009
---------------------------------------------------------------
Notes payable deposits $ 14,529 $ 553
---------------------------------------------------------------
---------------------------------------------------------------
During the quarter ended December 31, 2009, the Company was required to deposit
cash with China Merchants Bank as pledge for its notes payables. Notes payable
is a form of cheque, which defers the payment until the due date for redeeming
the note. According to the notes payable agreement with the bank, a certain
percentage of the payable amount is required to be deposited at the bank as
security against the notes payables. The restrictions on the deposited cash will
be released between January 2010 and June 2010, when the notes payables are
redeemed.
3. Prepayments, Deposits, and Other Assets
---------------------------------------------------------------------------
December 31, March 31,
2009 2009
---------------------------------------------------------------------------
Current:
Prepayments for raw materials $ 66,389 $ 30,488
Prepayments for finished goods 492 -
Prepayments for transportation services 86 95
Deposits for the supply of utilities 741 228
Deposits on obtaining sales contracts 883 -
VAT receivable 1,471 1,696
Other receivables and deposits 2,403 1,062
Deferred transaction costs 432 -
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Prepayments, deposits, and other assets - current $ 72,897 $ 33,569
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
December 31, March 31,
2009 2009
---------------------------------------------------------------------------
Long Term:
Prepayments for construction costs $ 116 $ 443
Prepayments for machinery 1,853 998
Deferred transaction costs 113 -
---------------------------------------------------------------------------
Prepayments, deposits, and other assets - long term $ 2,082 $ 1,441
---------------------------------------------------------------------------
---------------------------------------------------------------------------
H.K. Migao has engaged a Canadian based investment bank as its exclusive
financial advisor in connection with a bank debt financing for the Company. In
accordance with the agreement with the investment bank, the Company will pay a
fee equal to 1.5% of the gross proceeds raised. As of December 31, 2009, lines
of credit of $48,641 (RMB 317.3 million) relating to the bank debt financing
have been finalized and approved. The total transaction costs is $729. For the
quarter ended December 31, 2009, the Company has $545 as deferred transaction
costs, $137 as a reduction of the bank loans withdrawn, and $47 as amortization
of deferred transaction costs.
4. Inventory
---------------------------------------------------------------
December 31, March 31,
2009 2009
---------------------------------------------------------------
Raw materials $ 19,174 $ 35,744
Finished goods 8,396 12,182
Packing and other materials 876 199
Raw materials in transit 9,280 34,268
---------------------------------------------------------------
$ 37,726 $ 82,393
---------------------------------------------------------------
---------------------------------------------------------------
During the three and nine months ended December 31, 2009, the Company recorded
no inventory write-downs and made no reversals of previous inventory write-downs
(three and nine months ended December 31, 2008 - $Nil).
5. Related Party Balances and Transactions
As at December 31, 2009 and March 31, 2009, the Company had the
following related party balances:
-----------------------------------------------------------------
December 31, March 31,
2009 2009
-----------------------------------------------------------------
Amount due from:
Beijing Wei De Sen ("BWDS") $ 29 $ 158
-----------------------------------------------------------------
-----------------------------------------------------------------
During the three and nine months ended December 31, 2009, the Company paid an
excess of $29 to BWDS for the cost of motor vehicles it previously purchased on
behalf of the Company. As at March 31, 2009, the Company prepaid $158 to BWDS
for import agency fees. These transactions were in the normal course of business
and were measured at the exchange amounts, which are the amounts agreed upon by
the parties.
Liaoning Yongcheng Economic and Trade Development Co. Ltd. ("LYEDC") contributed
services to the Company and due to the difficulty in determining the fair market
value and the cost of these services being immaterial, the values of these
contributed services were not recognized in the interim consolidated financial
statements. In addition, LYEDC has provided corporate guarantees on $9,198
(March 31, 2009 - $7,376) of the Company's short-term bank loans outstanding as
of December 31, 2009 (note 9).
BWDS and LYEDC are both controlled by an officer and director of Migao.
During the three and nine months period ended December 31, 2009, an officer and
director of the Company had forgiven his salary of $25 and $75 (December 31,
2008 - $25 and $75), respectively. The forgiven salary has been included in the
Company's contributed surplus.
6. Joint Venture
As of December 31, 2009, the Company contributed cash of $5,940 in return for
interest in the SQM JV. At the balance date, the Company had contributed in
excess of SQM's contribution and this advanced funding is shown on the balance
sheet as due from Joint venture partner of $1,309.
As of December 31, 2009, the Company's 50% share of the assets and liabilities
of the SQM JV is as follows:
------------------------------------------------------------------------
December 31, March 31,
2009 2009
------------------------------------------------------------------------
Cash and cash equivalents $ 3,235 $ -
Other non-cash current assets 103 -
------------------------------------------------------------------------
3,338 -
------------------------------------------------------------------------
Plant and equipment 1 -
Construction in progress 16 -
Land use rights 1,122 -
------------------------------------------------------------------------
Proportionate share of assets $ 4,477 $ -
------------------------------------------------------------------------
------------------------------------------------------------------------
Accounts payable and accrued liabilities $ 48 $ -
------------------------------------------------------------------------
Proportionate share of liabilities $ 48 $ -
------------------------------------------------------------------------
------------------------------------------------------------------------
As of December 31, 2009, the Company's 50% share of the results of
operations and cash flows of the SQM JV is as follows:
-------------------------------------------------------------------------
December 31, March 31,
2009 2009
-------------------------------------------------------------------------
Pre-operating costs $ 20 $ -
-------------------------------------------------------------------------
Proportionate share of net loss for the period $ (20) $ -
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cash flows from operating activities $ (1,286) $ -
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cash flows from investing activities $ (1,259) $ -
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cash flows from financing activities $ 5,940 $ -
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7. Plant and Equipment
---------------------------------------------------------------------------
December 31,
2009
---------------------------------------------------------------------------
Accumulated Net Book
Cost Amortization Value
---------------------------------------------------------------------------
Buildings and improvements $ 29,262 $ 3,077 $ 26,185
Machinery and equipment 28,815 6,463 22,352
Vehicles 1,338 716 622
Office equipment 636 336 300
---------------------------------------------------------------------------
$ 60,051 $ 10,592 $ 49,459
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---------------------------------------------------------------------------
---------------------------------------------------------------------------
March 31,
2009
---------------------------------------------------------------------------
Accumulated Net Book
Cost Amortization Value
---------------------------------------------------------------------------
Buildings and improvements $ 31,887 $ 2,619 $ 29,268
Machinery and equipment 27,529 5,832 21,697
Vehicles 743 310 433
Office equipment 1,456 707 749
---------------------------------------------------------------------------
$ 61,615 $ 9,468 $ 52,147
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---------------------------------------------------------------------------
Amortization expense for the three and nine months ended December 31, 2009 was
$949 and $2,872 (December 31, 2008 - $845 and $2,188), respectively, and is
included in cost of goods sold and general and administrative expense.
During the three and nine months ended December 31, 2009, Sichuan Migao and
Liaoning Migao were approved and paid by the local tax authorities for
value-added tax refunds on the purchases of domestic equipment for a total of
$460 and $1,660 (RMB 3.0 million and RMB 10.2 million) (December 31, 2008 - $225
or RMB 1.3 million and $330 or RMB 2.0 million), respectively. These value-added
tax refunds were recorded as a reduction of the cost of the related equipment.
8. Land Use Rights
-----------------------------------------------------------------------
December 31, March 31,
2009 2009
-----------------------------------------------------------------------
Land use rights $ 19,704 $ 25,720
Less: accumulated amortization 874 658
-----------------------------------------------------------------------
$ 18,830 $ 25,062
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As of December 31, 2009, the Company had fourteen land leases from the Chinese
government plus an interest in a joint venture holding one additional land
lease. During the quarter, Sichuan Migao had sold one of its land leases to the
SQM JV at the carrying value. All land leases have terms of fifty years.
Amortization expense for the three and nine months ended December 31, 2009 were
$76 and $378 (December 31, 2008 - $57 and $131), respectively, and is included
in general and administrative expense.
As of December 31, 2009, the Company had not obtained the land use right
certificates for five (March 31, 2009 - five) of the land leases and
approximately $563 (March 31, 2009 - $677) has been accrued as the balance due
on the issuance of the certificates.
It is common practice in the PRC that the land use right certificates are only
issued when the government has serviced the land ready for construction.
Under the PRC law, land use rights can be revoked and the tenants can be forced
to vacate at any time when re-development of the land is in the public interest.
9. Bank Loans
At December 31, 2009, the Company has short-term bank loans outstanding totaling
$41,084 (RMB 268 million) (March 31, 2009 - $20,745 or RMB 112.5 million) for
working capital purposes.
Interest Rate
Amount Due Date Interest Rate at Quarter End Secured by
------ -------- ------------- -------------- ----------
$ 6,132 Feb. 9, 2010 Fixed 4.78% corporate guarantee
from Sichuan Migao
$ 3,066 May 31, 2010 Fixed 5.31% corporate guarantees
from Sichuan Migao,
LYEDC, and the CEO
of the Company
$ 3,066 June 10, 2010 Fixed 5.31% corporate guarantees
from Sichuan Migao,
LYEDC, and the CEO of
the Company
$ 3,066 June 22, 2010 Fixed 5.31% corporate guarantees
from Sichuan Migao,
LYEDC, and the CEO of
the Company
$ 3,066 June 22, 2010 95% of Prime 5.04% corporate guarantee
rate in China from Sichuan Migao
("PC")
$ 7,665 July 1, 2010 Fixed 4.78% corporate guarantee
from Guangdong Migao
$ 1,533 Aug. 10, 2010 90% of PC 4.78% two land use rights
$ 1,226 Aug. 12, 2010 90% of PC 4.78% two land use rights
$ 3,066 Sept. 17, 2010 Fixed 4.78% N/A
$ 7,665 Sept. 27, 2010 PC 5.31% corporate guarantee
from Sichuan Migao
$ 1,533 Oct. 19, 2010 PC 5.31% corporate guarantees
from Sichuan Migao
--------
$ 41,084
(137) Deferred Transaction Costs
--------
--------
$ 40,947
The deferred financing fees are accreted using effective interest rates of
between 6.33% and 6.86%. The fair value of all the bank loans approximates their
total carrying value. Total carrying value of the security was $689 (RMB 4.5
million) as of December 31, 2009 (March 31, 2009 - $1,338 or RMB 7.3 million).
Total interest paid during the three and nine months period ended December 31,
2009 was $546 and $1,109 (RMB 3.5 million and RMB 7.0 million) (December 31,
2008 - $300 or RMB 1.7 million and $595 or RMB 3.7 million), respectively. Total
interest subsidy received by the Company during the three and nine month periods
ended December 31, 2009 was $Nil and $126 (RMB Nil and RMB 0.7 million)
(December 31, 2008 - $Nil and $Nil), respectively.
As of December 31, 2009, the Company had a $115,126 or RMB 585.3 million (March
31, 2009 - $7,376 or RMB 40.0 million) line of credit arrangement in place, of
which $41,084 or RMB 268.0 million (March 31, 2009 - $Nil) has been withdrawn.
10. Share Capital
(a) Authorized:
Unlimited common shares without par value.
(b) Issued common shares
Number of
Shares Amount
-----------------------------------------------------------------------
Balance - March 31, 2009 46,459,661 $ 114,431
Issued pursuant to a private placement (i) 5,681,000 40,335
Share issuance costs (i) - (2,460)
-----------------------------------------------------------------------
Balance - December 31, 2009 52,140,661 $ 152,306
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(i) On December 10, 2009, the Company completed a bought deal public offering of
5,681,000 common shares priced at $7.10 per share. Pursuant to the Underwriting
Agreement, the Company paid the agents an underwriting commission of 5% of the
gross proceeds raised in the offering. In addition to the underwriting
commission, the Company paid $443 in total for expenses incurred on this public
offering.
(c) Contributed surplus
Amount
-----------------------------------------------------------------------
Balance - March 31, 2009 $ 3,883
Stock-based compensation expense 1,348
Forgiven officer and director's salaries (note 5) 75
-----------------------------------------------------------------------
Balance - December 31, 2009 $ 5,306
-----------------------------------------------------------------------
-----------------------------------------------------------------------
(d) Stock options
Under the Company's stock option plan, the Company may grant stock options to
directors, senior officers, employees and advisors and is authorized to issue
options to acquire up to 10% of the issued and outstanding shares of the
Company. The Board of Directors or such other persons designated by the Board
administers the plan and determines the vesting and terms of each award.
The Black-Scholes option valuation model, used by the Company to determine fair
values, was developed for use in estimating the fair value of freely traded
options. This model requires the input of highly subjective assumptions
including future stock price volatility and expected time until exercise.
Changes in the subjective input assumptions can materially affect the fair value
estimate, and therefore the existing model does not necessarily provide a
reliable single measure of the fair value of the Company's stock options granted
during the period.
The following table summarizes the activity of the Company's stock option plan.
Weighted
average
Options exercise price
---------------------------------------------------------------------------
Outstanding - March 31, 2009 1,355,000 $ 5.72
Granted during the period 165,000 6.40
---------------------------------------------------------------------------
Outstanding - December 31, 2009 1,520,000 $ 5.80
---------------------------------------------------------------------------
---------------------------------------------------------------------------
The following table summarizes the weighted average information with respect
to the outstanding stock options.
As of December 31, 2009
-----------------------
Weighted average Exercise price
Exercise Number remaining contractual Number for exercisable
price outstanding life (years) exercisable options
--------------------------------------------------------------------------
$2.85 750,000 1.38 750,000 $2.85
$7.69 60,000 2.50 40,000 $7.69
$8.46 30,000 2.50 20,000 $8.46
$9.93 40,000 3.00 13,333 $9.93
$9.48 475,000 3.42 191,666 $9.48
$6.40 165,000 9.25 NIL N/A
--------------------------------------------------------------------------
$5.80 1,520,000 2.98 1,014,999 $4.50
--------------------------------------------------------------------------
During the quarter ended June 30, 2009, 165,000 options were issued to
employees, officers, and directors of the Company. Each option entitles the
holder to purchase one common share of the Company at a price of $6.40 per
common share. These options have vesting periods of up to three years and an
exercise period of up to ten years, expiring on April 26, 2019. The fair value
of the options issued was estimated using the Black-Scholes option pricing model
on the date of issue to be $5.70 per option. Assumptions used to determine the
value of the options were: dividend yield 0%; risk-free interest rate 3.34%;
expected volatility 96%; and expected life of 10 years. Stock-based compensation
expense on these options for the three and nine months ended December 31, 2009
was $145 and $394 (December 31, 2008 - $Nil), respectively.
For the three and nine month periods ended December 31, 2009, total stock-based
compensation expense on the options granted prior to the period ended June 30 ,
2009 was $246 and $953 (December 31, 2008 - $592 and $1,989), respectively.
11. Retained Earnings
Under the laws of the PRC, all wholly-owned foreign investment entities have to
set aside a portion of their net income each year as a general reserve fund
until the fund has reached 50% of the entity's paid in capital. As of December
31, 2009, the total paid in capital of the Company's PRC entities was $88,483
(RMB 577.2 million; March 31, 2009 - $99,508 or RMB 539.6 million). The Company
is also required to set aside a portion of net income as an expansion fund.
These funds are allowed to be distributed to shareholders at the time of winding
up. The fund accumulated by the Company as at December 31, 2009 was $12,003 (RMB
78.3 million; March 31, 2009 - $12,199 or RMB 66.2 million).
12. Accumulated Other Comprehensive Income
Unrealized gains (losses) on
translating financial
statements of self-sustaining
foreign operations
---------------------------------------------------------------------------
Balance - March 31, 2009 $ 44,747
Unrealized foreign currency translation
losses during the period (41,954)
---------------------------------------------------------------------------
Balance - December 31, 2009 $ 2,793
---------------------------------------------------------------------------
---------------------------------------------------------------------------
13. Segmented Information
The Company has one operating segment, being the production and sale of
specialty potash-based fertilizer, along with their associated by-products. All
of the Company's assets and operations, with the exception of a corporate office
in Toronto, Canada, are located in the PRC.
14. Commitments
Purchase commitments for raw materials and supplies in the amount of
approximately $30,730 (RMB 200.5 million) existed as of December 31, 2009. These
contracts are entered into in the normal course of business.
Commitments on capital expenditures in the amount of approximately $1,916 (RMB
12.5 million), including the Company's proportionate share of the joint
venture's commitments of $699 (RMB 4.56 million), existed as of December 31,
2009. These contracts are entered into in the normal course of business.
15. Financial Instruments Risks
Market Risk
Market risk is the risk that changes in market prices, such as foreign exchange
rates and interest rates, will affect the Company's income or the value of its
holding of financial instruments.
Foreign currency risk
The Company's global operations expose it to foreign currency fluctuations.
Revenues and related expenses generated from the Company's Chinese subsidiaries
are generally denominated in Chinese Renminbi ("RMB"). Head office expenditures
are generally denominated in Canadian dollars. Therefore, the Company's primary
currencies include RMB and Canadian dollars. The Consolidated Statements of
Operations of the Company's global operations are translated into Canadian
dollars at the average exchange rates in each applicable period. To the extent
the Canadian dollar strengthens against foreign currencies, the foreign currency
conversion of these foreign currency denominated transactions into Canadian
dollars results in reduced revenues, operating expenses and net income for the
Company's international operations. Similarly, the Company's revenues, operating
expenses and net income will increase for its international operations if the
Canadian dollar weakens against foreign currencies. The Company cannot predict
the effect foreign exchange fluctuations will have on its results going forward.
However, if there is an adverse change in foreign exchange rates versus the
Canadian dollar, it could have a material effect on other comprehensive income.
At December 31, 2009, through its wholly-owned, self-sustaining subsidiaries and
joint venture, the Company had cash and cash equivalents of $105,697 (March 31,
2009 - $40,831), restricted cash of $14,529 (March 31, 2009 - $553), accounts
receivable of $17,365 (March 31, 2009 - $20,477), other receivables of $2,447
(March 31, 2009 - $2,426), accounts payable and accrued liabilities of $9,577
(March 31, 2009 - $7,159), notes payable of $14,279 (March 31, 2009 - $553), and
bank loans of $41,084 (March 31, 2009 - $20,745), which were denominated in RMB.
Gains and losses arising upon translation of these amounts into Canadian dollars
for inclusion in the consolidated financial statements are recorded within
accumulated other comprehensive income, a component of shareholders' equity. A
10% change in the average exchange rate between CDN$/RMB on the financial
instruments would have a $8,918 (March 31, 2009 - $3,630) effect on the other
comprehensive income in Canadian dollars.
Interest rate risk
The Company is exposed to interest rate risk on its short-term bank loans and
does not currently hold any financial instruments that mitigate this risk.
Management does not believe that the impact of interest rate fluctuation will be
significant.
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations, and arises principally from the Company's accounts receivable.
The Company's exposure to credit risk with its customers is influenced mainly by
the individual characteristics of each customer. The Company's customers are for
the most part, large PRC State-owned and private companies. A significant
portion of the Company's accounts receivable is from long-term customers. Over
the last three years, the Company has not suffered any significant credit
related losses with any of its customers.
At December 31, 2009 and March 31, 2009, the Company does not consider any of
its financial assets to be impaired.
As of December 31, 2009, the following table provides information regarding the
ageing of accounts receivable that are past due but which are not impaired.
Carrying value on
Current 90 - 180 days 180 - 365 days 365 days + the balance sheet
---------------------------------------------------------------------------
$15,441 $566 $924 $434 $17,365
---------------------------------------------------------------------------
---------------------------------------------------------------------------
As of March 31, 2009, the following table provides information regarding
the ageing of accounts receivable that are past due but which are
not impaired.
Carrying value on
Current 90 - 180 days 180 - 365 days 365 days + the balance sheet
---------------------------------------------------------------------------
$13,771 $5,816 $529 $361 $20,477
---------------------------------------------------------------------------
---------------------------------------------------------------------------
The definition of items that are past due is determined by reference to terms
agreed with individual customers. None of the amounts outstanding have been
challenged by the respective customer(s) and the Company continues to conduct
business with them on an ongoing basis. Accordingly, management expects that
this balance is fully collectible in the future.
The Company reviews accounts receivable past due on an ongoing basis with the
objective of identifying potential matters which could delay the collection of
funds at an early stage. Once items are identified as being past due, contact is
made with the respective customer to determine the reason for the delay in
payment and to establish an agreement to rectify the breach of contractual
terms.
The carrying amount of accounts receivable represents the maximum credit
exposure. Based on historic default rates, the Company believes that there are
minimal requirements for an allowance for doubtful accounts and as a result, no
allowance has been recorded. As well, deposits by certain customers are often
made which also helps to mitigate the risk if there is any.
Liquidity Risk
Liquidity risk is the risk that the Company is not able to meet its financial
obligations as they fall due. The Company's growth is financed through a
combination of the cash flows from operations, borrowing under the existing
credit facilities and the issuance of equity. One of management's primary goals
is to maintain an optimal level of liquidity through the active management of
the assets and liabilities as well as the cash flows. Given the Company's
available liquid resources as compared to the timing of the payments of
liabilities, management assesses the Company's liquidity risk to be low.
At December 31, 2009, the Company's cash and cash equivalents balance was
$128,025 (March 31, 2009 - $41,688) and working capital balance was $184,562
(March 31, 2009 - $146,210). As at December 31, 2009, short-term bank loans in
the amount of $41,084 (March 31, 2009 - $20,745) were outstanding under the
Company's credit facilities.
Fair Value
The fair value of cash and cash equivalents, accounts receivable, restricted
cash, other receivables, bank loans, accounts payable and accrued liabilities
and notes payable approximates their carrying values due to their short-term
maturities. The fair value of the amount due to related parties is not readily
determinable due to the related party nature of the advances.
16. Other Risks
Commodity Price Risk
Manufacturing costs for the Company's products are affected by the price of raw
materials, namely potassium chloride, sulfuric acid, ammonium nitrate and
certain other energy generating sources. In order to manage this risk, the
Company includes a clause regarding transfer of risk to customers in all the
medium and long-term sales contracts allowing it to renegotiate the prices in
the event of change. In addition, the Company had been utilizing its strong
working capital position in stocking raw materials when their price is
anticipated to rise.
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