UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
FOR THE MONTH OF OCTOBER 2008
METHANEX CORPORATION
SUITE 1800, 200 BURRARD STREET, VANCOUVER, BC V6C 3M1 CANADA
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F o | Form 40-F þ |
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes o | No þ |
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82 .
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.
METHANEX CORPORATION |
||||
Date: October 24, 2008 | By: | /s/ RANDY MILNER | ||
Name: | Randy Milner | |||
Title: | Senior Vice President, General Counsel & Corporate Secretary | |||
1 | Adjusted EBITDA is a non-GAAP measure that does not have any standardized meaning prescribed by Canadian generally accepted accounting principles (GAAP) and therefore is unlikely to be comparable to similar measures presented by other companies. Refer to Supplemental Non-GAAP Measures in the attached Third Quarter 2008 Managements Discussion and Analysis for a description of each Supplemental Non-GAAP Measure and a reconciliation to the most comparable GAAP measure. |
3
|
Interim Report For the Three Months Ended September 30, 2008 |
Three Months Ended | Nine Months Ended | |||||||||||||||||||
Sep 30 | Jun 30 | Sep 30 | Sep 30 | Sep 30 | ||||||||||||||||
($ millions, except where noted) | 2008 | 2008 | 2007 | 2008 | 2007 | |||||||||||||||
Sales volumes (thousands of tonnes) |
||||||||||||||||||||
Produced methanol |
946 | 910 | 1,073 | 2,534 | 3,572 | |||||||||||||||
Purchased methanol |
429 | 541 | 387 | 1,639 | 1,031 | |||||||||||||||
Commission sales 1 |
172 | 168 | 168 | 483 | 396 | |||||||||||||||
Total sales volumes |
1,547 | 1,619 | 1,628 | 4,656 | 4,999 | |||||||||||||||
Methanex average non-discounted posted price
(per tonne) 2 |
499 | 489 | 303 | 564 | 390 | |||||||||||||||
Average realized price (per tonne) 3 |
413 | 412 | 270 | 455 | 334 | |||||||||||||||
Adjusted EBITDA 4 |
140.4 | 78.9 | 68.6 | 346.4 | 382.0 | |||||||||||||||
Cash flows from operating activities 4 5 |
104.9 | 68.5 | 59.9 | 275.8 | 306.1 | |||||||||||||||
Operating income 4 |
109.2 | 52.5 | 37.4 | 265.6 | 298.6 | |||||||||||||||
Net income |
70.9 | 38.9 | 23.6 | 175.4 | 204.0 | |||||||||||||||
Basic net income per common share |
0.76 | 0.41 | 0.24 | 1.84 | 1.99 | |||||||||||||||
Diluted net income per common share |
0.75 | 0.41 | 0.24 | 1.83 | 1.98 | |||||||||||||||
Common share information (millions of shares): |
||||||||||||||||||||
Weighted average number of common shares |
93.9 | 94.5 | 100.2 | 95.2 | 102.7 | |||||||||||||||
Diluted weighted average number of common shares |
94.3 | 95.1 | 100.4 | 95.7 | 103.0 | |||||||||||||||
Number of common shares outstanding, end of period |
93.4 | 94.0 | 99.4 | 93.4 | 99.4 | |||||||||||||||
1 | Commission sales represent volumes marketed on a commission basis. Commission income is included in revenue when earned. | |
2 | Methanex average non-discounted posted price represents the average of our non-discounted posted prices in North America, Europe and Asia Pacific weighted by sales volume. Current and historical pricing information is available at www.methanex.com. | |
3 | Average realized price is calculated as revenue, net of commissions earned, divided by the total sales volumes of produced and purchased methanol. | |
4 | These items are non-GAAP measures that do not have any standardized meaning prescribed by Canadian generally accepted accounting principles (GAAP) and therefore are unlikely to be comparable to similar measures presented by other companies. Refer to Supplemental Non-GAAP Measures for a description of each non-GAAP measure and a reconciliation to the most comparable GAAP measure. | |
5 | Cash flows from operating activities in the above table represents cash flows from operating activities before changes in non-cash working capital. |
PAGE 1
Q3 2008 | Q2 2008 | Q3 2007 | YTD Q3 2008 | YTD Q3 2007 | ||||||||||||||||||||||
(thousands of tonnes) | Capacity | Production | Production | Production | Production | Production | ||||||||||||||||||||
Chile I, II, III and IV |
960 | 246 | 261 | 233 | 816 | 1,553 | ||||||||||||||||||||
Titan |
213 | 200 | 229 | 191 | 646 | 641 | ||||||||||||||||||||
Atlas (63.1% interest) |
268 | 284 | 288 | 290 | 865 | 704 | ||||||||||||||||||||
New Zealand |
132 | 126 | 124 | 122 | 370 | 360 | ||||||||||||||||||||
1,573 | 856 | 902 | 836 | 2,697 | 3,258 | |||||||||||||||||||||
PAGE 2
Q3 2008 | Q3 2008 | YTD Q3 2008 | ||||||||||
compared with | compared with | compared with | ||||||||||
($ millions) | Q2 2008 | Q3 2007 | YTD Q3 2007 | |||||||||
Average realized price |
$ | 16 | $ | 131 | $ | 262 | ||||||
Sales volumes |
7 | (14 | ) | (139 | ) | |||||||
Total cash costs1 |
12 | (42 | ) | (101 | ) | |||||||
Purchased methanol |
27 | (3 | ) | (58 | ) | |||||||
$ | 62 | $ | 72 | $ | (36 | ) | ||||||
1 | Includes cash costs related to methanol produced at our Chile, Trinidad, and New Zealand facilities as well as consolidated selling, general and administrative expenses and fixed storage and handling costs. |
PAGE 3
Three Months Ended | Nine Months Ended | |||||||||||||||||||
Sep 30 | Jun 30 | Sep 30 | Sep 30 | Sep 30 | ||||||||||||||||
($ per tonne, except where noted) | 2008 | 2008 | 2007 | 2008 | 2007 | |||||||||||||||
Methanex average non-discounted posted price 1 |
499 | 489 | 303 | 564 | 390 | |||||||||||||||
Methanex average realized price 2 |
413 | 412 | 270 | 455 | 334 | |||||||||||||||
Average discount |
17 | % | 16 | % | 11 | % | 19 | % | 14 | % | ||||||||||
1 | Methanex average non-discounted posted price represents the average of our non-discounted posted prices in North America, Europe and Asia Pacific weighted by sales volume. Current and historical pricing information is available at www.methanex.com. | |
2 | Methanex average realized price disclosed above is calculated as revenue, net of commissions earned, divided by the total sales volumes of produced and purchased methanol. |
PAGE 4
PAGE 5
Three Months Ended | Nine Months Ended | |||||||||||||||||||
Sep 30 | Jun 30 | Sep 30 | Sep 30 | Sep 30 | ||||||||||||||||
($ millions) | 2008 | 2008 | 2007 | 2008 | 2007 | |||||||||||||||
Interest expense before capitalized interest |
$ | 13 | $ | 13 | $ | 13 | $ | 40 | $ | 35 | ||||||||||
Less capitalized interest |
(4 | ) | (3 | ) | (2 | ) | (10 | ) | (2 | ) | ||||||||||
Interest expense |
$ | 9 | $ | 10 | $ | 11 | $ | 30 | $ | 33 | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
Sep 30 | Jun 30 | Sep 30 | Sep 30 | Sep 30 | ||||||||||||||||
($ millions) | 2008 | 2008 | 2007 | 2008 | 2007 | |||||||||||||||
Interest and other income |
$ | 1 | $ | 13 | $ | 7 | $ | 12 | $ | 24 | ||||||||||
PAGE 6
Oct | Sep | Aug | Jul | |||||||||||||
(US$ per tonne) | 2008 | 2008 | 2008 | 2008 | ||||||||||||
United States |
499 | 526 | 526 | 526 | ||||||||||||
Europe 2 |
426 | 465 | 465 | 465 | ||||||||||||
Asia |
450 | 500 | 500 | 500 | ||||||||||||
1 | Discounts from our posted prices are offered to customers based on various factors. | |
2 | 295 at October 2008 (July 2008 295) converted to United States dollars at the date of settlement. |
PAGE 7
Standard & Poors Rating Services
|
BBB- (stable) | |
Moodys Investor Services
|
Ba1 (stable) | |
Fitch Ratings
|
BBB (negative) |
PAGE 8
Three Months Ended | Nine Months Ended | |||||||||||||||||||
Sep 30 | Jun 30 | Sep 30 | Sep 30 | Sep 30 | ||||||||||||||||
($ thousands) | 2008 | 2008 | 2007 | 2008 | 2007 | |||||||||||||||
Cash flows from operating activities |
$ | 129,099 | $ | 34,220 | $ | 132,497 | $ | 273,906 | $ | 447,424 | ||||||||||
Add (deduct): |
||||||||||||||||||||
Changes in non-cash working capital |
(24,183 | ) | 34,294 | (72,609 | ) | 1,844 | (141,319 | ) | ||||||||||||
Other cash payments |
435 | 1,801 | 598 | 2,556 | 4,886 | |||||||||||||||
Stock-based compensation recovery (expense) |
5,870 | (5,207 | ) | (5,386 | ) | (3,965 | ) | (15,655 | ) | |||||||||||
Other non-cash items |
(685 | ) | 1,378 | (4,282 | ) | (5,734 | ) | (10,469 | ) | |||||||||||
Interest expense |
9,444 | 9,630 | 10,807 | 29,764 | 33,033 | |||||||||||||||
Interest and other income |
(615 | ) | (12,671 | ) | (6,601 | ) | (12,449 | ) | (24,279 | ) | ||||||||||
Current income taxes |
21,050 | 15,441 | 13,571 | 60,451 | 88,375 | |||||||||||||||
Adjusted EBITDA |
$ | 140,415 | $ | 78,886 | $ | 68,595 | $ | 346,373 | $ | 381,996 | ||||||||||
PAGE 9
Three Months Ended | ||||||||||||||||
Sep 30 | Jun 30 | Mar 31 | Dec 31 | |||||||||||||
($ thousands, except per share amounts) | 2008 | 2008 | 2008 | 2007 | ||||||||||||
Revenue |
$ | 569,876 | $ | 600,025 | $ | 735,934 | $ | 731,057 | ||||||||
Net income |
70,931 | 38,945 | 65,484 | 171,697 | ||||||||||||
Basic net income per common share |
0.76 | 0.41 | 0.67 | 1.74 | ||||||||||||
Diluted net income per common share |
0.75 | 0.41 | 0.67 | 1.72 | ||||||||||||
Three Months Ended | ||||||||||||||||
Sep 30 | Jun 30 | Mar 31 | Dec 31 | |||||||||||||
($ thousands, except per share amounts) | 2007 | 2007 | 2007 | 2006 | ||||||||||||
Revenue |
$ | 395,118 | $ | 466,414 | $ | 673,932 | $ | 668,159 | ||||||||
Net income |
23,610 | 35,654 | 144,706 | 172,445 | ||||||||||||
Basic net income per common share |
0.24 | 0.35 | 1.38 | 1.62 | ||||||||||||
Diluted net income per common share |
0.24 | 0.35 | 1.37 | 1.61 | ||||||||||||
PAGE 10
PAGE 11
PRICE
|
The change in Adjusted EBITDA as a result of changes in average realized price is calculated as the difference from period to period in the selling price of produced methanol multiplied by the current period sales volume of produced methanol. Sales under long-term contracts where the prices are either fixed or linked to our costs plus a margin are included as sales of produced methanol. Accordingly, the selling price of produced methanol will differ from the selling price of purchased methanol. | |
COST
|
The change in our Adjusted EBITDA as a result of changes in cash costs is calculated as the difference from period to period in cash costs per tonne multiplied by the sales volume of produced methanol in the current period plus the change in unabsorbed fixed cash costs. The change in consolidated selling, general and administrative expenses and fixed storage and handling costs are included in the analysis of produced methanol. | |
VOLUME
|
The change in Adjusted EBITDA as a result of changes in sales volumes is calculated as the difference from period to period in the sales volumes of produced methanol multiplied by the margin per tonne for the prior period. The margin per tonne is calculated as the selling price per tonne of produced methanol less absorbed fixed cash costs per tonne and variable cash costs per tonne (excluding Argentina natural gas export duties per tonne). |
PAGE 12
Three Months Ended | Nine Months Ended | |||||||||||||||
Sep 30 | Sep 30 | Sep 30 | Sep 30 | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Revenue |
$ | 569,876 | $ | 395,118 | $ | 1,905,836 | $ | 1,535,464 | ||||||||
Cost of sales and operating expenses |
429,461 | 326,523 | 1,559,463 | 1,153,468 | ||||||||||||
Depreciation and amortization |
31,251 | 31,245 | 80,760 | 83,358 | ||||||||||||
Operating income before undernoted items |
109,164 | 37,350 | 265,613 | 298,638 | ||||||||||||
Interest expense (note 7) |
(9,444 | ) | (10,807 | ) | (29,764 | ) | (33,033 | ) | ||||||||
Interest and other income |
615 | 6,601 | 12,449 | 24,279 | ||||||||||||
Income before income taxes |
100,335 | 33,144 | 248,298 | 289,884 | ||||||||||||
Income taxes: |
||||||||||||||||
Current |
(21,050 | ) | (13,571 | ) | (60,451 | ) | (88,375 | ) | ||||||||
Future |
(8,354 | ) | 4,037 | (12,487 | ) | 2,461 | ||||||||||
(29,404 | ) | (9,534 | ) | (72,938 | ) | (85,914 | ) | |||||||||
Net income |
$ | 70,931 | $ | 23,610 | $ | 175,360 | $ | 203,970 | ||||||||
Net income per common share: |
||||||||||||||||
Basic |
$ | 0.76 | $ | 0.24 | $ | 1.84 | $ | 1.99 | ||||||||
Diluted |
$ | 0.75 | $ | 0.24 | $ | 1.83 | $ | 1.98 | ||||||||
Weighted average number of common shares outstanding: |
||||||||||||||||
Basic |
93,870,876 | 100,215,472 | 95,177,219 | 102,654,755 | ||||||||||||
Diluted |
94,328,208 | 100,417,273 | 95,665,831 | 102,977,021 | ||||||||||||
Number of common shares outstanding at period end |
93,396,142 | 99,442,254 | 93,396,142 | 99,442,254 | ||||||||||||
See accompanying notes to consolidated financial statements. |
Page 13
Sep 30 | Dec 31 | |||||||
2008 | 2007 | |||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 358,001 | $ | 488,224 | ||||
Receivables |
291,317 | 401,843 | ||||||
Inventories |
246,262 | 312,143 | ||||||
Prepaid expenses |
33,100 | 20,889 | ||||||
928,680 | 1,223,099 | |||||||
Property, plant and equipment (note 4) |
1,821,479 | 1,542,100 | ||||||
Other assets |
151,094 | 104,700 | ||||||
$ | 2,901,253 | $ | 2,869,899 | |||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable and accrued liabilities |
$ | 305,559 | $ | 466,020 | ||||
Current maturities on long-term debt (note 6) |
15,282 | 15,282 | ||||||
Current maturities on other long-term liabilities |
12,098 | 16,965 | ||||||
332,939 | 498,267 | |||||||
Long-term debt (note 6) |
711,025 | 581,987 | ||||||
Other long-term liabilities |
75,527 | 74,431 | ||||||
Future income tax liabilities |
351,089 | 338,602 | ||||||
Non-controlling interest |
90,124 | 41,258 | ||||||
Shareholders equity: |
||||||||
Capital stock |
433,373 | 451,640 | ||||||
Contributed surplus |
21,040 | 16,021 | ||||||
Retained earnings |
899,902 | 876,348 | ||||||
Accumulated other comprehensive loss |
(13,766 | ) | (8,655 | ) | ||||
1,340,549 | 1,335,354 | |||||||
$ | 2,901,253 | $ | 2,869,899 | |||||
Page 14
Accumulated | ||||||||||||||||||||||||
Number of | Other | Total | ||||||||||||||||||||||
Common | Capital | Contributed | Retained | Comprehensive | Shareholders' | |||||||||||||||||||
Shares | Stock | Surplus | Earnings | Loss | Equity | |||||||||||||||||||
Balance, December 31, 2006 |
105,800,942 | $ | 474,739 | $ | 10,346 | $ | 724,166 | $ | | $ | 1,209,251 | |||||||||||||
Net income |
| | | 375,667 | | 375,667 | ||||||||||||||||||
Compensation expense recorded
for stock options |
| | 9,343 | | | 9,343 | ||||||||||||||||||
Issue of shares on exercise of
stock options |
552,175 | 9,520 | | | | 9,520 | ||||||||||||||||||
Reclassification of grant date
fair value on exercise of
stock options |
| 3,668 | (3,668 | ) | | | | |||||||||||||||||
Payments for shares repurchased |
(8,042,863 | ) | (36,287 | ) | | (168,440 | ) | | (204,727 | ) | ||||||||||||||
Dividend payments |
| | | (55,045 | ) | | (55,045 | ) | ||||||||||||||||
Other comprehensive loss |
| | | | (8,655 | ) | (8,655 | ) | ||||||||||||||||
Balance, December 31, 2007 |
98,310,254 | 451,640 | 16,021 | 876,348 | (8,655 | ) | 1,335,354 | |||||||||||||||||
Net income |
| | | 104,429 | | 104,429 | ||||||||||||||||||
Compensation expense recorded
for stock options |
| | 4,598 | | | 4,598 | ||||||||||||||||||
Issue of shares on exercise of
stock options |
214,866 | 3,900 | | | | 3,900 | ||||||||||||||||||
Reclassification of grant date
fair value on exercise of
stock options |
| 1,398 | (1,398 | ) | | | | |||||||||||||||||
Payments for shares repurchased |
(4,487,878 | ) | (20,649 | ) | | (96,916 | ) | | (117,565 | ) | ||||||||||||||
Dividend payments |
| | | (28,047 | ) | | (28,047 | ) | ||||||||||||||||
Other comprehensive income |
| | | | 136 | 136 | ||||||||||||||||||
Balance, June 30, 2008 |
94,037,242 | 436,289 | 19,221 | 855,814 | (8,519 | ) | 1,302,805 | |||||||||||||||||
Net income |
| | | 70,931 | | 70,931 | ||||||||||||||||||
Compensation expense recorded
for stock options |
| | 1,813 | | | 1,813 | ||||||||||||||||||
Issue of shares on exercise of
stock options |
3,900 | 82 | | | | 82 | ||||||||||||||||||
Reclassification of grant date
fair value on exercise of
stock options |
| (6 | ) | 6 | | | | |||||||||||||||||
Payments for shares repurchased |
(645,000 | ) | (2,992 | ) | | (12,322 | ) | | (15,314 | ) | ||||||||||||||
Dividend payments |
| | | (14,521 | ) | | (14,521 | ) | ||||||||||||||||
Other comprehensive loss |
| | | | (5,247 | ) | (5,247 | ) | ||||||||||||||||
Balance, September 30, 2008 |
93,396,142 | $ | 433,373 | $ | 21,040 | $ | 899,902 | $ | (13,766 | ) | $ | 1,340,549 | ||||||||||||
Three months ended | Nine months ended | |||||||||||||||
Sep 30 | Sep 30 | Sep 30 | Sep 30 | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Net income |
$ | 70,931 | $ | 23,610 | $ | 175,360 | $ | 203,970 | ||||||||
Other comprehensive
income (loss), net
of tax: |
||||||||||||||||
Change in fair
value of forward
exchange contracts
(note 13) |
(16 | ) | 29 | 44 | (124 | ) | ||||||||||
Change in fair
value of interest
rate swap contracts
(note 13) |
(5,231 | ) | (2,076 | ) | (5,155 | ) | (2,076 | ) | ||||||||
(5,247 | ) | (2,047 | ) | (5,111 | ) | (2,200 | ) | |||||||||
Comprehensive income |
$ | 65,684 | $ | 21,563 | $ | 170,249 | $ | 201,770 | ||||||||
Page 15
Three Months Ended | Nine Months Ended | |||||||||||||||
Sep 30 | Sep 30 | Sep 30 | Sep 30 | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||||||
Net income |
$ | 70,931 | $ | 23,610 | $ | 175,360 | $ | 203,970 | ||||||||
Add (deduct) non-cash items: |
||||||||||||||||
Depreciation and amortization |
31,251 | 31,245 | 80,760 | 83,358 | ||||||||||||
Future income taxes |
8,354 | (4,037 | ) | 12,487 | (2,461 | ) | ||||||||||
Stock-based compensation expense (recovery) |
(5,870 | ) | 5,386 | 3,965 | 15,655 | |||||||||||
Other |
685 | 4,282 | 5,734 | 10,469 | ||||||||||||
Other cash payments |
(435 | ) | (598 | ) | (2,556 | ) | (4,886 | ) | ||||||||
Cash flows from operating activities before undernoted |
104,916 | 59,888 | 275,750 | 306,105 | ||||||||||||
Changes in non-cash working capital (note 11) |
24,183 | 72,609 | (1,844 | ) | 141,319 | |||||||||||
129,099 | 132,497 | 273,906 | 447,424 | |||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||||||
Payments for shares repurchased |
(15,314 | ) | (40,886 | ) | (132,879 | ) | (164,772 | ) | ||||||||
Dividend payments |
(14,521 | ) | (13,975 | ) | (42,568 | ) | (41,277 | ) | ||||||||
Proceeds from limited recourse debt (note 6) |
48,000 | 61,000 | 136,000 | 96,574 | ||||||||||||
Financing costs |
| | | (8,725 | ) | |||||||||||
Equity contribution by non-controlling interest |
19,369 | 2,213 | 48,866 | 20,508 | ||||||||||||
Repayment of limited recourse debt |
(312 | ) | | (7,952 | ) | (7,016 | ) | |||||||||
Proceeds on issue of shares on exercise of stock options |
82 | 350 | 3,982 | 4,163 | ||||||||||||
Changes in debt service reserve accounts |
| (16 | ) | (1,995 | ) | 900 | ||||||||||
Repayment of other long-term liabilities |
(3,028 | ) | (1,220 | ) | (9,115 | ) | (3,769 | ) | ||||||||
34,276 | 7,466 | (5,661 | ) | (103,414 | ) | |||||||||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||||||
Property, plant and equipment |
(40,048 | ) | (26,307 | ) | (78,302 | ) | (52,074 | ) | ||||||||
Egypt plant under construction |
(98,643 | ) | (67,982 | ) | (278,994 | ) | (114,118 | ) | ||||||||
Dorado Riquelme investment |
(5,478 | ) | | (38,328 | ) | | ||||||||||
GeoPark financing |
(8,000 | ) | | (19,390 | ) | | ||||||||||
Other assets |
(13 | ) | (5,271 | ) | 129 | (5,178 | ) | |||||||||
Changes in non-cash working capital (note 11) |
2,283 | 8,637 | 16,417 | 5,513 | ||||||||||||
(149,899 | ) | (90,923 | ) | (398,468 | ) | (165,857 | ) | |||||||||
Increase (decrease) in cash and cash equivalents |
13,476 | 49,040 | (130,223 | ) | 178,153 | |||||||||||
Cash and cash equivalents, beginning of period |
344,525 | 484,167 | 488,224 | 355,054 | ||||||||||||
Cash and cash equivalents, end of period |
$ | 358,001 | $ | 533,207 | $ | 358,001 | $ | 533,207 | ||||||||
SUPPLEMENTARY CASH FLOW INFORMATION |
||||||||||||||||
Interest paid |
$ | 16,665 | $ | 13,752 | $ | 40,567 | $ | 32,813 | ||||||||
Income taxes paid, net of amounts refunded |
$ | 9,309 | $ | 20,889 | $ | 72,392 | $ | 102,994 |
Page 16
1. | Basis of presentation: | |
These interim consolidated financial statements are prepared in accordance with generally accepted accounting principles in Canada on a basis consistent with those followed in the most recent annual consolidated financial statements, except as described in Note 2 below. These accounting principles are different in some respects from those generally accepted in the United States and the significant differences are described and reconciled in Note 16. These interim consolidated financial statements do not include all note disclosures required by Canadian generally accepted accounting principles for annual financial statements, and therefore should be read in conjunction with the annual consolidated financial statements included in the Methanex Corporation 2007 Annual Report. | ||
2. | Changes in accounting policies and new accounting developments: | |
On January 1, 2008, the Company adopted the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3031 Inventories, Section 1535 Capital Disclosures, Section 3862 Financial Instruments Disclosure and Section 3863 Financial Instruments Presentation. Section 3031 provides more extensive guidance on the measurement and disclosure of inventory. The adoption of this standard has had no impact on the Companys measurement of inventory. Section 1535 establishes standards for disclosing information about an entitys capital and how it is managed. Sections 3862 and 3863 revise and enhance disclosure and presentation of financial instruments and place increased emphasis on disclosures about the nature and extent of risks arising from financial instruments and how those risks are managed. | ||
In February 2008, the CICA issued Handbook Section 3064, Goodwill and Intangible Assets. This new accounting standard, which applies to fiscal years beginning on or after October 1, 2008, replaces Section 3062 Goodwill and Other Intangible Assets. Section 3064 expands on the standards for recognition, measurement and disclosure of intangible assets. The Company is currently evaluating the impact of this new standard on the consolidated financial statements. | ||
3. | Inventories: | |
Inventories are valued at the lower of cost, determined on a first-in first-out basis, and estimated net realizable value. The amount of inventories included in cost of sales and operating expense and depreciation and amortization during the three and nine month periods ended September 30, 2008 was $421 million (2007 $300 million) and $1,488 million (2007 $1,080 million), respectively. | ||
4. | Property, plant and equipment: |
Accumulated | Net Book | |||||||||||
Cost | Depreciation | Value | ||||||||||
September 30, 2008 |
||||||||||||
Plant and equipment |
$ | 2,526,316 | $ | 1,276,708 | $ | 1,249,608 | ||||||
Egypt plant under construction |
506,777 | | 506,777 | |||||||||
Other |
126,831 | 61,737 | 65,094 | |||||||||
$ | 3,159,924 | $ | 1,338,445 | $ | 1,821,479 | |||||||
December 31, 2007 |
||||||||||||
Plant and equipment |
$ | 2,450,175 | $ | 1,206,730 | $ | 1,243,445 | ||||||
Egypt plant under construction |
227,783 | | 227,783 | |||||||||
Other |
124,779 | 53,907 | 70,872 | |||||||||
$ | 2,802,737 | $ | 1,260,637 | $ | 1,542,100 | |||||||
Page 17
5. | Interest in Atlas joint venture: | |
The Company has a 63.1% joint venture interest in Atlas Methanol Company (Atlas). Atlas owns a 1.7 million tonne per year methanol production facility in Trinidad. Included in the consolidated financial statements are the following amounts representing the Companys proportionate interest in Atlas: |
Sep 30 | Dec 31 | |||||||
Consolidated Balance Sheets | 2008 | 2007 | ||||||
Cash and cash equivalents |
$ | 22,263 | $ | 20,128 | ||||
Other current assets |
100,559 | 107,993 | ||||||
Property, plant and equipment |
252,143 | 263,942 | ||||||
Other assets |
18,324 | 16,329 | ||||||
Accounts payable and accrued liabilities |
44,474 | 56,495 | ||||||
Long-term debt, including current maturities (note 6) |
113,433 | 119,891 | ||||||
Future income tax liabilities |
17,164 | 16,099 | ||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
Sep 30 | Sep 30 | Sep 30 | Sep 30 | |||||||||||||
Consolidated Statements of Income | 2008 | 2007 | 2008 | 2007 | ||||||||||||
Revenue |
$ | 75,017 | $ | 55,324 | $ | 233,549 | $ | 144,094 | ||||||||
Expenses |
(69,958 | ) | (44,835 | ) | (216,693 | ) | (134,731 | ) | ||||||||
Income before income taxes |
5,059 | 10,489 | 16,856 | 9,363 | ||||||||||||
Income tax expense |
(1,183 | ) | (3,302 | ) | (4,134 | ) | (3,556 | ) | ||||||||
Net income |
$ | 3,876 | $ | 7,187 | $ | 12,722 | $ | 5,807 | ||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||
Sep 30 | Sep 30 | Sep 30 | Sep 30 | |||||||||||||
Consolidated Statements of Cash Flows | 2008 | 2007 | 2008 | 2007 | ||||||||||||
Cash inflows from operating activities |
$ | 8,524 | $ | 3,791 | $ | 22,612 | $ | 41,135 | ||||||||
Cash outflows from financing activities |
| (16 | ) | (9,010 | ) | (6,116 | ) | |||||||||
Cash outflows from investing activities |
(446 | ) | (171 | ) | (1,056 | ) | (13,859 | ) | ||||||||
6. | Long-term debt: |
Sep 30 | Dec 31 | |||||||
2008 | 2007 | |||||||
Unsecured notes |
||||||||
8.75% due August 15, 2012 |
$ | 198,077 | $ | 197,776 | ||||
6.00% due August 15, 2015 |
148,473 | 148,340 | ||||||
346,550 | 346,116 | |||||||
Atlas limited recourse debt facilities |
113,433 | 119,891 | ||||||
Egypt limited recourse debt facilities |
252,574 | 116,574 | ||||||
Other limited recourse debt facilities |
13,750 | 14,688 | ||||||
726,307 | 597,269 | |||||||
Less current maturities |
(15,282 | ) | (15,282 | ) | ||||
$ | 711,025 | $ | 581,987 | |||||
Page 18
7. | Interest expense: |
Three Months Ended | Nine Months Ended | |||||||||||||||
Sep 30 | Sep 30 | Sep 30 | Sep 30 | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Interest expense before capitalized interest |
$ | 13,393 | $ | 12,636 | $ | 39,695 | $ | 34,862 | ||||||||
Less: capitalized interest related to Egypt project |
(3,949 | ) | (1,829 | ) | (9,931 | ) | (1,829 | ) | ||||||||
Interest expense |
$ | 9,444 | $ | 10,807 | $ | 29,764 | $ | 33,033 | ||||||||
In 2007, the Company reached financial close and secured limited recourse debt of $530 million for its joint venture project to construct a 1.3 million tonne per year methanol facility in Egypt. For the three and nine month periods ended September 30, 2008, interest costs related to this project of $3.9 million and $9.9 million were capitalized, respectively. |
8. | Net income per common share: | |
A reconciliation of the weighted average number of common shares outstanding is as follows: |
Three Months Ended | Nine Months Ended | |||||||||||||||
Sep 30 | Sep 30 | Sep 30 | Sep 30 | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Denominator for basic net income per common share |
93,870,876 | 100,215,472 | 95,177,219 | 102,654,755 | ||||||||||||
Effect of dilutive stock options |
457,332 | 201,801 | 488,612 | 322,266 | ||||||||||||
Denominator for diluted net income per common share |
94,328,208 | 100,417,273 | 95,665,831 | 102,977,021 | ||||||||||||
9. | Stock-based compensation: |
a) | Stock options: |
(i) | Incentive stock options: | ||
Common shares reserved for outstanding incentive stock options at September 30, 2008: |
Options Denominated in CAD | Options Denominated in USD | |||||||||||||||
Number of Stock | Weighted Average | Number of Stock | Weighted Average | |||||||||||||
Options | Exercise Price | Options | Exercise Price | |||||||||||||
Outstanding at December 31, 2007 |
104,450 | $ | 7.79 | 2,920,981 | $ | 21.17 | ||||||||||
Granted |
| | 1,078,068 | 28.43 | ||||||||||||
Exercised |
(21,000 | ) | 9.59 | (178,866 | ) | 19.73 | ||||||||||
Cancelled |
(7,000 | ) | 11.60 | (37,116 | ) | 24.15 | ||||||||||
Outstanding at June 30, 2008 |
76,450 | $ | 6.95 | 3,783,067 | $ | 23.28 | ||||||||||
Granted |
| | 10,000 | 25.39 | ||||||||||||
Exercised |
| | (3,900 | ) | 21.05 | |||||||||||
Cancelled |
| | (40,800 | ) | 25.26 | |||||||||||
Outstanding at September 30, 2008 |
76,450 | $ | 6.95 | 3,748,367 | $ | 23.27 | ||||||||||
Page 19
9. | Stock-based compensation (continued): |
Information regarding the incentive stock options outstanding at September 30, 2008 is as follows: |
Options Outstanding at | Options Exercisable at | |||||||||||||||||||
September 30, 2008 | September 30, 2008 | |||||||||||||||||||
Weighted Average | ||||||||||||||||||||
Remaining | Number of Stock | Weighted | Number of | Weighted | ||||||||||||||||
Contractual Life | Options | Average Exercise | Stock Options | Average | ||||||||||||||||
Range of Exercise Prices | (Years) | Outstanding | Price | Exercisable | Exercise Price | |||||||||||||||
Options denominated in CAD |
||||||||||||||||||||
$3.29 to 9.56 |
1.8 | 76,450 | $ | 6.95 | 76,450 | $ | 6.95 | |||||||||||||
Options denominated in USD |
||||||||||||||||||||
$6.45 to 11.56 |
4.2 | 187,550 | $ | 8.57 | 187,550 | $ | 8.57 | |||||||||||||
$17.85 to 22.52 |
4.2 | 1,472,900 | 20.26 | 989,433 | 20.00 | |||||||||||||||
$23.92 to 28.43 |
5.9 | 2,087,917 | 26.71 | 323,560 | 24.95 | |||||||||||||||
5.2 | 3,748,367 | $ | 23.27 | 1 ,500,543 | $ | 19.64 | ||||||||||||||
(ii) | Performance stock options: | ||
As at September 30, 2008, there were 35,000 shares (December 31, 2007 50,000 shares) reserved for performance stock options with an exercise price of CAD $4.47. All outstanding performance stock options have vested and are exercisable. | |||
(iii) | Compensation expense related to stock options: | ||
For the three and nine month periods ended September 30, 2008, compensation expense related to stock options included in cost of sales and operating expenses was $1.8 million (2007 $2.2 million) and $6.4 million (2007 $7.1 million), respectively. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: |
2008 | 2007 | |||||||
Risk-free interest rate |
2.5 | % | 4.5 | % | ||||
Expected dividend yield |
2 | % | 2 | % | ||||
Expected life |
5 years | 5 years | ||||||
Expected volatility |
32 | % | 31 | % | ||||
Expected forfeitures |
5 | % | 5 | % | ||||
Weighted average fair value of options granted (USD per share) |
$ | 7.52 | $ | 7 .06 | ||||
Page 20
9. | Stock-based compensation (continued): |
b) | Deferred, restricted and performance share units: | ||
Deferred, restricted and performance share units outstanding at September 30, 2008 are as follows: |
Number of | Number of | Number of | ||||||||||
Deferred Share | Restricted Share | Performance Share | ||||||||||
Units | Units | Units | ||||||||||
Outstanding at December 31, 2007 |
359,684 | 14,482 | 725,262 | |||||||||
Granted |
31,398 | 6,000 | 330,993 | |||||||||
Granted in-lieu of dividends |
4,588 | 215 | 10,974 | |||||||||
Redeemed |
(3,083 | ) | | | ||||||||
Cancelled |
| | (19,483 | ) | ||||||||
Outstanding at June 30, 2008 |
392,587 | 20,697 | 1,047,746 | |||||||||
Granted |
4,243 | | | |||||||||
Granted in-lieu of dividends |
3,093 | 143 | 7,162 | |||||||||
Redeemed |
| | | |||||||||
Cancelled |
| | (11,017 | ) | ||||||||
Outstanding at September 30, 2008 |
399,923 | 20,840 | 1,043,891 | |||||||||
Compensation expense for deferred, restricted and performance share units is initially measured at fair value based on the market value of the Companys common shares and is recognized over the related service period. Changes in fair value are recognized in earnings for the proportion of the service that has been rendered at each reporting date. The fair value of deferred, restricted and performance share units at September 30, 2008 was $22.7 million compared with the recorded liability of $19.2 million. The difference between the fair value and the recorded liability of $3.5 million will be recognized over the weighted average remaining service period of approximately 1.7 years. | |||
For the three and nine month periods ended September 30, 2008, compensation recovery related to deferred, restricted and performance share units included in cost of sales and operating expenses was $7.7 million (2007 expense of $3.2 million) and recovery of $2.5 million (2007 expense of $8.5 million), respectively. This included a recovery of $10.4 million (2007 expense of $0.6 million) and a recovery of $11.2 million (2007 expense of $0.9 million), respectively, related to the effect of the change in the Companys share price. |
10. | Retirement plans: | |
Total net pension expense for the Companys defined benefit and defined contribution pension plans during the three and nine month periods ended September 30, 2008 was $1.7 million (2007 $1.8 million) and $5.5 million (2007 $5.3 million), respectively. |
Page 21
11. | Changes in non-cash working capital: | |
The change in cash flows related to changes in non-cash working capital for the three and nine month periods ended September 30, 2008 were as follows: |
Three Months Ended | Nine Months Ended | |||||||||||||||
Sep 30 | Sep 30 | Sep 30 | Sep 30 | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Decrease (increase) in non-cash working capital: |
||||||||||||||||
Receivables |
$ | 11,228 | $ | 46,295 | $ | 110,526 | $ | 154,610 | ||||||||
Inventories |
505 | 30,725 | 65,881 | 95,962 | ||||||||||||
Prepaid expenses |
2,258 | 5,537 | (12,211 | ) | (175 | ) | ||||||||||
Accounts payable and accrued liabilities |
10,487 | 3,566 | (160,461 | ) | (99,431 | ) | ||||||||||
24,478 | 86,123 | 3,735 | 150,966 | |||||||||||||
Adjustments for items not having a cash effect |
1,988 | (4,877 | ) | 10,838 | (4,134 | ) | ||||||||||
Changes in non-cash working capital having a cash effect |
$ | 26,466 | $ | 81,246 | $ | 14,573 | $ | 146,832 | ||||||||
These changes relate to the following activities: |
||||||||||||||||
Operating |
$ | 24,183 | $ | 72,609 | $ | (1,844 | ) | $ | 141,319 | |||||||
Investing |
2,283 | 8,637 | 16,417 | 5,513 | ||||||||||||
Changes in non-cash working capital |
$ | 26,466 | $ | 81,246 | $ | 14,573 | $ | 146,832 | ||||||||
12. | Capital Disclosures: | |
The Companys objectives in managing its liquidity and capital are to safeguard the Companys ability to continue as a going concern, to provide financial capacity and flexibility to meet its strategic objectives, to provide an adequate return to shareholders commensurate with the level of risk, and to return excess cash through a combination of dividends and share repurchases. |
Sep 30 | Dec 31 | |||||||
2008 | 2007 | |||||||
Liquidity: |
||||||||
Cash and cash equivalents |
$ | 358,001 | $ | 488,224 | ||||
Undrawn Egypt limited recourse debt facilities |
277,426 | 413,426 | ||||||
Undrawn credit facilities |
250,000 | 250,000 | ||||||
Total Liquidity |
$ | 885,427 | $ | 1,151,650 | ||||
Capitalization: |
||||||||
Unsecured notes |
$ | 346,550 | $ | 346,116 | ||||
Limited recourse debt facilities, including current portion |
379,757 | 251,153 | ||||||
Total debt |
726,307 | 597,269 | ||||||
Non-controlling interest |
90,124 | 41,258 | ||||||
Shareholders equity |
1,340,549 | 1,335,354 | ||||||
Total capitalization |
$ | 2,156,980 | $ | 1,973,881 | ||||
Total debt to capitalization1 |
34 | % | 30 | % | ||||
Net debt to capitalization2 |
20 | % | 7 | % | ||||
1 | Total debt divided by total capitalization. |
|
2 | Total debt less cash and cash equivalents divided by total capitalization less cash and cash equivalents. |
The Company manages its liquidity and capital structure and makes adjustments to it in light of changes to economic conditions, the underlying risks inherent in its operations and capital requirements to maintain and grow its operations. The strategies employed by the Company include the issue or repayment of general corporate debt, the issue of project debt, the payment of dividends and the repurchase of shares. | ||
The Company is not subject to any statutory capital requirements and has no commitments to sell or otherwise issue common shares. |
Page 22
12. | Capital Disclosures (continued): | |
The undrawn credit facility in the amount of $250 million is provided by highly rated financial institutions and expires in mid-2010 and is subject to certain financial covenants including an interest coverage ratio and a debt to capitalization ratio as defined. | ||
The credit ratings for our unsecured notes are as follows: |
Standard & Poors Rating Services |
BBB- | (stable) | ||
Moodys Investor Services |
Ba1 | (stable) | ||
Fitch Ratings |
BBB | (negative) |
13. | Financial Instruments: | |
Under CICA Section 3862 Financial Instruments Disclosures, the Company is required to provide disclosures regarding its financial instruments. Financial instruments are either measured at amortized cost or fair value. Held-to-maturity investments, loans and receivables and other financial liabilities are measured at amortized cost. Held for trading financial assets and liabilities and available-for-sale financial assets are measured on the balance sheet at fair value. Derivative financial instruments are classified as held for trading and are recorded on the balance sheet at fair value unless exempted as a normal purchase and sale arrangement. Changes in fair value of derivative financial instruments are recorded in earnings unless the instruments are designated as cash flow hedges. | ||
The following table provides the carrying value of each category of financial assets and liabilities and the related balance sheet item: |
Sep 30 | Dec 31 | |||||||
2008 | 2007 | |||||||
Financial assets: |
||||||||
Held for trading financial assets: |
||||||||
Cash and cash equivalents |
$ | 358,001 | $ | 488,224 | ||||
Debt service reserve accounts included in other assets |
18,324 | 16,329 | ||||||
Loans and receivables: |
||||||||
Receivables |
291,317 | 401,843 | ||||||
Dorado Riquelme investment included in other assets (note 15) |
38,328 | | ||||||
GeoPark financing included in other assets |
26,010 | 13,738 | ||||||
$ | 731,980 | $ | 920,134 | |||||
Financial liabilities: |
||||||||
Other financial liabilities: |
||||||||
Accounts payable and accrued liabilities |
$ | 305,559 | $ | 466,020 | ||||
Long-term debt, including current portion |
726,307 | 597,269 | ||||||
Capital lease obligation included in other long-term liabilities |
21,907 | 24,676 | ||||||
Held for trading financial liabilities: |
||||||||
Derivative instruments designated as cash flow hedges |
11,884 | 8,749 | ||||||
Derivative instruments |
1,795 | 955 | ||||||
$ | 1,067,452 | $ | 1,097,669 | |||||
At September 30, 2008, all of the Companys financial instruments are recorded on the balance sheet at amortized cost with the exception of cash and cash equivalents, derivative financial instruments and debt service reserve accounts included in other assets which are recorded at fair value. | ||
The Egypt limited recourse debt facilities bear interest at LIBOR plus a spread. The Company has entered into interest rate swap contracts to swap the LIBOR-based interest payments for an aggregated fixed rate of 4.8% on approximately 75% of the Egypt limited recourse debt facilities for the period September 28, 2007 to March 31, 2015. |
Page 23
13. | Financial Instruments (continued): | |
These interest rate swaps had outstanding notional amounts of $231 million as at September 30, 2008. Under the interest rate swap contracts the maximum notional amount during the term is $368 million. The notional amount increases over the period of expected draw-downs on the Egypt limited recourse debt and decreases over the expected repayment period. At September 30, 2008, these interest rate swap contracts had a negative fair value of $11.9 million (December 31, 2007 negative $8.6 million) recorded in other long-term liabilities. The fair value of these interest rate swap contracts will fluctuate until maturity. The Company also designates as cash flow hedges forward exchange contracts to sell euro at a fixed USD exchange rate. At September 30, 2008, the Company had no outstanding forward exchange contracts designated as cash flow hedges to sell euro (December 31, 2007 fair value of $0.1 million). Changes in fair value of derivative financial instruments designated as cash flow hedges have been recorded in other comprehensive income. | ||
At September 30, 2008, the Companys derivative financial instruments that have not been designated as cash flow hedges includes forward exchange contracts to purchase $14.3 million New Zealand dollars at an exchange rate of $0.7324 with a negative fair value of $1.0 million (December 31, 2007 nil) which is recorded in payables and a floating-for-fixed interest rate swap contract with a negative fair value of $0.8 million (December 31, 2007 $1.0 million) recorded in other long-term liabilities. For the three months ended September 30, 2008, the total change in fair value of these derivative financial instruments was a decrease of $1.1 million, which has been recorded in earnings during the period. | ||
14. | Financial Risk Management: |
a) | Market risks | ||
The Companys operations consist of the production and sale of methanol. Market fluctuations may result in significant cash flow and profit volatility risk for the Company. Its worldwide operating business as well as its investment and financing activities are affected by changes in methanol and natural gas prices and interest and foreign exchange rates. The Company seeks to manage and control these risks primarily through its regular operating and financing activities and uses derivative instruments to hedge these risks when deemed appropriate. This is not an exhaustive list of all risks, nor will the risk management strategies eliminate these risks. |
Methanol price risk | |||
The methanol industry is a highly competitive commodity industry and methanol prices fluctuate based on supply and demand fundamentals and other factors. Accordingly it is important to maintain financial flexibility. The Company has adopted a prudent approach to financial management by maintaining a strong balance sheet including back-up liquidity. The Company has also entered into long-term contracts with certain customers where prices are either fixed or linked to our costs plus a margin. | |||
Natural gas price risk | |||
Natural gas is the primary feedstock for the production of methanol and the Company has entered into long-term natural gas supply contracts for its production facilities in Chile, Trinidad and Egypt and shorter term natural gas supply contracts for its New Zealand operations. These natural gas supply contracts include base and variable price components to reduce the commodity price risk exposure. The variable price component is adjusted by formulas related to methanol prices above a certain level. |
Page 24
14. | Financial Risk Management (continued): |
Interest rate risk | |||
Interest rate risk is the risk that the Company suffers financial loss due to changes in the value of an asset or liability or in the value of future cash flows due to movements in interest rates. | |||
The Companys interest rate risk exposure is mainly related to long term debt obligations. Approximately two thirds of its debt obligations are subject to interest at fixed rates. We also seek to limit this risk through the use of interest rate swaps which allows us to hedge cash flow changes by swapping variable rates of interest into fixed rates of interest. |
Sep 30 | ||||
Long-Term Debt | 2008 | |||
Fixed interest rate debt: |
||||
Unsecured notes |
$ | 346,550 | ||
Atlas limited recourse debt facilities (63.1% proportionate share) |
76,399 | |||
$ | 422,949 | |||
Variable interest rate debt: |
||||
Atlas limited recourse debt facilities (63.1% proportionate share) |
$ | 37,034 | ||
Egypt limited recourse debt facilities |
252,574 | |||
Other limited recourse debt facilities |
13,750 | |||
$ | 303,358 | |||
The Company has entered into interest rate swap contracts to hedge the variability in LIBOR-based interest payments on its Egypt limited recourse debt facilities described in Note 13. The notional amount increases over the period of expected drawdowns on the Egypt limited recourse debt and decreases over the expected repayment period. The aggregate impact of these contracts is to swap the LIBOR-based interest payments for a fixed rate of 4.8% on approximately 75% of the Egypt limited recourse debt facilities for the period September 28, 2007 to March 31, 2015. The net fair value of cash flow interest rate swaps was negative $11.9 million as at September 30, 2008. The change in fair value of the interest rate swaps assuming a 1% decrease in the interest rates along the yield curve would be negative $16.9 million as of September 30, 2008. | |||
For fixed interest rate debt, a 1% decrease in interest rates would result in negative fair value of the debt of $17.2 million. For the variable interest rate debt that is unhedged, a 1% increase in interest rates would result in an increase in annual interest payments of $0.7 million. | |||
Foreign currency exchange rate risk | |||
The Companys international operations expose the Company to foreign currency exchange risks in the ordinary course of business. Accordingly, the Company has established a policy which provides a framework for foreign currency management, hedging strategies and defines the approved hedging instruments. The Company reviews all significant exposures to foreign currencies arising from operating and investing activities and hedges exposures if deemed appropriate. | |||
The dominant currency in which we conduct business is the United States dollar, which is also our reporting currency. | |||
Methanol is a global commodity chemical which is priced in United States dollars. In certain jurisdictions, however, the transaction price is set either quarterly or monthly in local currency. Accordingly, a portion of our revenue is transacted in Canadian dollars, euros and to a lesser extent other currencies. For the period from when the price is set in local currency to when the amount due is collected, we are exposed to declines in the value of these currencies compared to the United States dollar, which could have the effect of decreasing the United States dollar equivalent of our revenue. We also purchase varying quantities of methanol for which the transaction currency is the euro and to a lesser extent other currencies. In addition, some of our underlying operating costs and capital expenditures are incurred in other currencies. We are exposed to increases in the value of these currencies that could have the effect of increasing the United States dollar equivalent of cost of sales and operating expenses and capital expenditures. |
Page 25
14. | Financial Risk Management (continued): |
We have elected not to actively manage these exposures at this time except for our net exposure to euro revenues which we hedge through forward exchange contracts each quarter when the euro price for methanol is established. | |||
As of September 30, 2008, we had a net working capital asset of $42.4 million in non-US dollar currencies. Each 1% strengthening (weakening) of the US dollar against these currencies would decrease (increase) the value of net working capital and pre-tax cash flow by $0.4 million. |
b) | Liquidity risk | ||
Liquidity risk is the risk that the Company will not have sufficient funds to meet its liabilities such as the settlement of financial debt and lease obligations and payment to its suppliers. The Company maintains liquidity and makes adjustments to it in light of changes to economic conditions, underlying risks inherent in its operations and capital requirements to maintain and grow its operations. At September 30, 2008 the Company holds $358.1 million of cash and cash equivalents. In addition, the Company has an undrawn $250 million credit facility that expires in 2010 provided by highly rated financial institutions. | |||
In addition to the above mentioned sources of liquidity, the Company constantly monitors funding options available in the capital markets, as well as trends in the availability and costs of such funding, with a view to maintaining financial flexibility and limiting refinancing risks. | |||
c) | Credit risk | ||
Counterparty credit risk is the risk that the financial benefits of contracts with a specific counterparty will be lost if a counterparty defaults on its obligations under the contract. This includes any cash amounts owed to the Company by those counterparties, less any amounts owed to the counterparty by the Company where a legal right of set-off exists and also includes the fair values of contracts with individual counterparties which are recorded in the financial statements. |
Trade credit risk | |||
Trade credit risk is defined as an unexpected loss in cash and earnings if the customer is unable to pay its obligations in due time or if the value of security provided declines. The Company has implemented a credit policy which includes approvals for new customers, annual credit evaluations of all customers and specific approval for any exposures beyond approved limits. We employ a variety of risk mitigation alternatives including certain contractual rights in the event of deterioration in customer credit quality and various forms of bank and parent company guarantees and letters of credit to upgrade the credit risk to a credit rating equivalent better than the stand-alone rating of the counterparty. Historically trade credit losses have been minimal. | |||
Cash and cash equivalents | |||
In order to manage credit and liquidity risk we invest only in highly rated investment grade instruments that have maturities of three months or less. Limits are also established based on the type of investment, the counterparty and the credit rating. | |||
Derivative financial instruments | |||
In order to manage credit risk, we only enter into derivative financial instruments with highly rated investment grade counterparties. |
Page 26
15. | Dorado Riquelme Investment: | |
On May 5, 2008, the Company signed an agreement with Empresa Nacional del Petroleo (ENAP), the Chilean state-owned oil and gas company to accelerate gas exploration and development in the Dorado Riquelme exploration block and supply new Chilean-sourced natural gas to the Companys production facilities in Chile. Under the arrangement, the Company expects to contribute approximately $100 million in capital over the next two or three years and will have a 50% participation in the block. As of September 30, 2008, the amount contributed under the agreement was approximately $33.2 million, which has been recorded in other assets. The arrangement is subject to approval by the government of Chile and $33.2 million of the amount contributed has been placed in escrow until final approval is received. Additionally, during the third quarter of 2008, the Company invested $5.1 million related to developmental and exploratory wells in the Dorado Riquelme block, which has been recorded in other assets. | ||
16. | United States Generally Accepted Accounting Principles: | |
The Company follows generally accepted accounting principles in Canada (Canadian GAAP) which are different in some respects from those applicable in the United States and from practices prescribed by the United States Securities and Exchange Commission (U.S. GAAP). | ||
The significant differences between Canadian GAAP and U.S. GAAP with respect to the Companys consolidated statements of income for the three and nine month periods ended September 30, 2008 and 2007 are as follows: |
Three Months Ended | Nine Months Ended | |||||||||||||||
Sep 30 | Sep 30 | Sep 30 | Sep 30 | |||||||||||||
2008 | 2007 | 2008 | 2007 | |||||||||||||
Net income in accordance with Canadian GAAP |
$ | 70,931 | $ | 23,610 | $ | 175,360 | $ | 203,970 | ||||||||
Add (deduct) adjustments for: |
||||||||||||||||
Depreciation and amortization a |
(478 | ) | (478 | ) | (1,433 | ) | (1,433 | ) | ||||||||
Stock-based compensation b |
175 | 170 | 147 | 321 | ||||||||||||
Uncertainty in income taxes c |
(2,582 | ) | (998 | ) | (3,346 | ) | (3,807 | ) | ||||||||
Income tax effect of above adjustments d |
167 | 167 | 501 | 501 | ||||||||||||
Net income in accordance with U.S. GAAP |
$ | 68,213 | $ | 22,471 | $ | 171,229 | $ | 199,552 | ||||||||
Per share information in accordance with U.S. GAAP: |
||||||||||||||||
Basic net income per share |
$ | 0.73 | $ | 0.22 | $ | 1.80 | $ | 1.94 | ||||||||
Diluted net income per share |
$ | 0.72 | $ | 0.22 | $ | 1.79 | $ | 1.94 | ||||||||
Page 27
16. | United States Generally Accepted Accounting Principles (continued): | |
The significant differences between Canadian GAAP and U.S. GAAP with respect to the Companys consolidated statements of comprehensive income for the three and nine month periods ended September 30, 2008 and 2007 are as follows: |
Three Months Ended | ||||||||||||||||
September 30, 2008 | Sep 30, 2007 | |||||||||||||||
Canadian GAAP | Adjustments | U.S. GAAP | U.S. GAAP | |||||||||||||
Net income |
$ | 70,931 | $ | (2,718 | ) | $ | 68,213 | $ | 22,471 | |||||||
Change in fair value of forward exchange contracts, net of tax |
(16 | ) | | (16 | ) | 29 | ||||||||||
Change in fair value of interest rate swap, net of tax |
(5,231 | ) | | (5,231 | ) | (2,076 | ) | |||||||||
Change related to pension, net of tax e |
| 236 | 236 | 224 | ||||||||||||
Comprehensive income |
$ | 65,684 | $ | (2,482 | ) | $ | 63,202 | $ | 20,648 | |||||||
Nine Months Ended | ||||||||||||||||
September 30, 2008 | Sep 30, 2007 | |||||||||||||||
Canadian GAAP | Adjustments | U.S. GAAP | U.S. GAAP | |||||||||||||
Net income |
$ | 175,360 | $ | (4,131 | ) | $ | 171,229 | $ | 199,552 | |||||||
Change in fair value of forward exchange contracts, net of tax |
44 | | 44 | (124 | ) | |||||||||||
Change in fair value of interest rate swap, net of tax |
(5,155 | ) | | (5,155 | ) | (2,076 | ) | |||||||||
Change related to pension, net of tax e |
| 477 | 477 | 672 | ||||||||||||
Comprehensive income |
$ | 170,249 | $ | (3,654 | ) | $ | 166,595 | $ | 198,024 | |||||||
a) | Business combination: | ||
Effective January 1, 1993, the Company combined its business with a methanol business located in New Zealand and Chile. Under Canadian GAAP, the business combination was accounted for using the pooling-of-interest method. Under U.S. GAAP, the business combination would have been accounted for as a purchase with the Company identified as the acquirer. In accordance with U.S. GAAP, an increase to depreciation expense by $0.5 million (2007 $0.5 million) and $1.4 million (2007 $1.4 million) was recorded for the three and nine month periods ended September 30, 2008, respectively. | |||
b) | Stock-based compensation: | ||
The Company has 22,350 stock options that are accounted for as variable plan options under U.S. GAAP because the exercise price of the stock options is denominated in a currency other than the Companys functional currency or the currency in which the optionee is normally compensated. For Canadian GAAP purposes, no compensation expense has been recorded as these options were granted in 2001 which is prior to the effective implementation date for fair value accounting under Canadian GAAP. In accordance with U.S. GAAP, an adjustment to stock-based compensation expense by $0.2 million (2007 $0.2 million) and $0.1 million (2007 $0.3 million) was recorded for the three and nine month periods ended September 30, 2008, respectively. | |||
c) | Accounting for uncertainty in income taxes: | ||
Effective January 1, 2007, the Company adopted Financial Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in Income Taxes An Interpretation of FASB Statement No. 109 (FIN48). FIN 48 clarifies the accounting for income taxes recognized in a Companys financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes (SFAS 109). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. In accordance with FIN 48, an increase to income tax expense of $2.6 million (2007 $1.0 million) and $3.3 million (2007 $3.8 million) was recorded for the three and nine month periods ended September 30, 2008, respectively. |
Page 28
16. | United States Generally Accepted Accounting Principles (continued): |
d) | Income tax accounting: | ||
The income tax differences include the income tax effect of the adjustments related to accounting differences between Canadian and U.S. GAAP. In accordance with U.S. GAAP, an increase to net income of $0.2 million (2007 $0.2 million) and $0.5 million (2007 $0.5 million) was recorded for the three and nine month periods ended September 30, 2008, respectively. | |||
e) | Defined benefit pension plans: | ||
Effective January 1, 2006, U.S. GAAP requires the Company to measure the funded status of a defined benefit pension plan at its balance sheet reporting date and recognize the unrecorded overfunded or underfunded status as an asset or liability with the change in that unrecorded funded status recorded to other comprehensive income. Under U.S. GAAP, all deferred pension amounts from Canadian GAAP are reclassified to accumulated other comprehensive income. In accordance with U.S. GAAP, an increase to other comprehensive income of $0.2 million (2007 $0.2 million) and $0.5 million (2007 $0.7 million) was recorded for the three and nine month periods ended September 30, 2008, respectively. | |||
f) | Interest in Atlas joint venture: | ||
U.S. GAAP requires interests in joint ventures to be accounted for using the equity method. Canadian GAAP requires proportionate consolidation of interests in joint ventures. The Company has not made an adjustment in this reconciliation for this difference in accounting principles because the impact of applying the equity method of accounting does not result in any change to net income or shareholders equity. This departure from U.S. GAAP is acceptable for foreign private issuers under the practices prescribed by the United States Securities and Exchange Commission. |
Page 29
YTD | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2008 | Q3 | Q2 | Q1 | 2007 | Q4 | Q3 | Q2 | Q1 | 2006 | Q4 | Q3 | Q2 | Q1 | ||||||||||||||||||||||||||||||||||||||||||||||
METHANOL SALES VOLUMES (thousands of tonnes) |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Company produced |
2,534 | 946 | 910 | 678 | 4,569 | 997 | 1,073 | 1,360 | 1,139 | 5,310 | 1,160 | 1,478 | 1,351 | 1,321 | |||||||||||||||||||||||||||||||||||||||||||||
Purchased methanol |
1,639 | 429 | 541 | 669 | 1,453 | 421 | 387 | 269 | 376 | 1,101 | 288 | 222 | 294 | 297 | |||||||||||||||||||||||||||||||||||||||||||||
Commission sales 1 |
483 | 172 | 168 | 143 | 590 | 195 | 168 | 89 | 138 | 584 | 134 | 176 | 133 | 141 | |||||||||||||||||||||||||||||||||||||||||||||
4,656 | 1,547 | 1,619 | 1,490 | 6,612 | 1,613 | 1,628 | 1,718 | 1,653 | 6,995 | 1,582 | 1,876 | 1,778 | 1,759 | ||||||||||||||||||||||||||||||||||||||||||||||
METHANOL PRODUCTION (thousands of tonnes) |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Chile |
816 | 246 | 261 | 309 | 1,841 | 288 | 233 | 569 | 751 | 3,186 | 766 | 666 | 872 | 882 | |||||||||||||||||||||||||||||||||||||||||||||
Titan, Trinidad |
646 | 200 | 229 | 217 | 861 | 220 | 191 | 225 | 225 | 864 | 229 | 206 | 214 | 215 | |||||||||||||||||||||||||||||||||||||||||||||
Atlas, Trinidad (63.1%) |
865 | 284 | 288 | 293 | 982 | 278 | 290 | 234 | 180 | 1,057 | 267 | 264 | 273 | 253 | |||||||||||||||||||||||||||||||||||||||||||||
New Zealand |
370 | 126 | 124 | 120 | 435 | 75 | 122 | 120 | 118 | 404 | 111 | 71 | 118 | 104 | |||||||||||||||||||||||||||||||||||||||||||||
2,697 | 856 | 902 | 939 | 4,119 | 861 | 836 | 1,148 | 1,274 | 5,511 | 1,373 | 1,207 | 1,477 | 1,454 | ||||||||||||||||||||||||||||||||||||||||||||||
AVERAGE REALIZED METHANOL PRICE 2 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
($/tonne) |
455 | 413 | 412 | 545 | 375 | 514 | 270 | 286 | 444 | 328 | 460 | 305 | 279 | 283 | |||||||||||||||||||||||||||||||||||||||||||||
($/gallon) |
1.37 | 1.24 | 1.24 | 1.64 | 1.13 | 1.55 | 0.81 | 0.86 | 1.34 | 0.99 | 1.38 | 0.92 | 0.84 | 0.85 | |||||||||||||||||||||||||||||||||||||||||||||
PER SHARE INFORMATION ($ per share) |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic net income |
$ | 1.84 | 0.76 | 0.41 | 0.67 | 3.69 | 1.74 | 0.24 | 0.35 | 1.38 | 4.43 | 1.62 | 1.05 | 0.75 | 1.02 | ||||||||||||||||||||||||||||||||||||||||||||
Diluted net income |
$ | 1.83 | 0.75 | 0.41 | 0.67 | 3.68 | 1.72 | 0.24 | 0.35 | 1.37 | 4.41 | 1.61 | 1.05 | 0.75 | 1.02 |
1 | Commission sales represent volumes marketed on a commission basis. Commission income is included in revenue when earned. | |
2 | Average realized price is calculated as revenue, net of commissions earned, divided by the total sales volumes of produced and purchased methanol. |
Page 30