Opta Minerals Inc.
TSX : OPM

Opta Minerals Inc.

March 01, 2016 08:00 ET

Opta Minerals Inc. Reports Fourth Quarter and Year End Results for Fiscal 2015

WATERDOWN, ONTARIO--(Marketwired - March 1, 2016) - Opta Minerals Inc. (TSX:OPM) today announced results for the three and twelve months ended December 31, 2015. All figures are reported in U.S. dollars and are in accordance with International Financial Reporting Standards (IFRS), except where otherwise noted.

3 months 3 months 12 months 12 months
ended ended ended ended
Dec 31, Dec 31, Increase Dec 31, Dec 31, Increase
2015 2014 (Decrease) % 2015 2014 (Decrease) %
Revenue $ 25,890 $ 34,189 $ (8,299) -24.3% $ 113,805 $ 139,856 $ (26,051) -18.6%
Gross Profit 2,346 4,234 (1,888) -44.6% 14,076 20,917 (6,841) -32.7%
9.1% 12.4% -3.3% 12.4% 15.0% -2.5%
EBITDA1 555 1,342 (787) -58.6% 5,161 9,005 (3,844) -42.7%
EBIT2 (17,473) (4,109) (13,364) 325.2% (17,117) (1,346) (15,771) 1171.7%
Loss (17,553) (2,874) (14,679) 510.8% (21,895) (1,882) (20,013) 1063.4%
EPS $ (0.97) $ (0.15) $ (0.82) $ (1.21) $ (0.10) $ (1.11)
1 EBITDA is a non-IFRS measure: refer to Footnotes
2 EBIT is a non-IFRS measure; refer to Footnotes

On February 12, 2016, the Company announced that it had entered into a definitive acquisition agreement (the "Acquisition Agreement") with Speyside Equity Fund I LP ("Speyside") pursuant to which a subsidiary of Speyside will acquire all of the issued and outstanding common shares of Opta (the "Acquisition"). The Acquisition Agreement was entered into following an extensive review and examination of potential strategic alternatives by the board of directors and management of Opta. Further information regarding the Acquisition will be contained in the management information circular to be prepared by Opta and mailed to its shareholders for the purpose of obtaining requisite shareholder approval of the Acquisition.

The Company continues to restructure its business which includes closing unprofitable locations, reducing costs, simplifying operations and improving the balance sheet by reducing inventory thereby improving liquidity. The restructuring impact is isolated to the Industrial Minerals Group and Corporate office, with limited impact on the Steel and Magnesium Group. The financial results reflect the changes the Company made and include a number of one time and non-cash costs as a result of the restructuring. Further details are provided on these restructuring costs in Management's Discussion and Analysis to be filed with our annual consolidated financial statements available under the Company's profile on SEDAR at www.sedar.com.

Fourth quarter revenues were impacted by normal seasonality, depreciation of the Canadian dollar and Euro against the U.S. dollar and softer markets in the Company's business segments.

Earnings include a number of impairment charges related to goodwill and intangible assets of $14,977 and property plant and equipment of $2,366. These non-cash charges reflect the fact that the carrying value of these assets exceeds the estimated recoverable amount based on projected future cash flows within certain cash generating units in the Steel and Magnesium and Infrastructure segments.

Operational and Financial Highlights:

  • Revenue for the three months ended December 31, 2015 was $25,890, compared with $34,189 for the three months ended December 31, 2014, a 24.3% decrease. Revenue for the twelve months ended December 31, 2015 was $113,805 compared to $139,856 in 2014, an 18.6% decrease. Excluding the effects of exchange rate movements in the Canadian dollar and Euro against the U.S. dollar, revenues have fallen 6.2% and 7.1% compared to the previous year quarter and year, respectively.
  • Revenue in the Steel and Magnesium segment for the twelve months ended December 31, 2015 was $69,079, compared with $81,466 for the twelve months ended December 31, 2014, a 15.2% decrease. Revenue in the Steel and Magnesium segment have decreased throughout 2015 as a result of lower ordered volumes from customers, a general slowdown in Steel and foreign exchange rate movements. Excluding the effects of exchange rate movements in the Canadian dollar and Euro against the U.S. dollar, revenues have fallen 7.3% as compared to the previous year.
  • Revenue in the Industrial Minerals segment for the twelve months ended December 31, 2015 was $44,726, compared with $58,390 for the twelve months ended in December 31, 2014, a 23.4% decrease. The decrease in revenue from abrasive products over the prior year was largely driven by lower volume partially attributable to lost customers as a result of product and facility rationalizations. It was also driven by intense competition in the US with certain competitors fighting for market share. The Company continues to restructure certain facilities or close plants. The Tampa and Brantford facilities were closed during the year. Excluding the effects of exchange rate movements in the Canadian dollar and Euro against the U.S. dollar, revenues have fallen 9.2% as compared to the previous year.
  • Gross profit for the three months ended December 31, 2015 was $2,346, compared with $4,234 for the three months ended December 31, 2014. Gross profit for the twelve months ended December 31, 2015 was $14,076, compared to $20,917 in 2014. Volumes with many customers in both segments have tracked below prior year periods, impacting margins. Gross profit margins for the quarter and year to date were lower than the prior year comparative periods largely due to product mix, margin compression from competitive pricing pressures in the Industrial Minerals segment, lower plant utilization, and general economic conditions. During the quarter and year ended December 31, 2015, there were certain facility restructuring costs resulting in additional inventory provisions and other costs charged to cost of goods sold, especially in the Industrial Minerals segment. These charges amounted to $980 and $2,170 for the three and twelve months ended December 31, 2015, respectively. As such, without these costs, gross profit for the three and twelve months ended December 31, 2015 would have been $3,326 and $16,246, respectively.
  • SGA for the twelve months ended December 31, 2015 was $14,589, compared with $16,676 for the twelve months ended December 31, 2014, a $2,087 decrease. The year over year reduction in SGA is largely attributable to certain headcount reductions and the strengthening US dollar impacting corporate costs denominated in Cdn. dollars. Restructuring costs included in SGA are approximately $1,247 and without these costs SGA would have been $13,342, representing 11.7% of revenues. The Company is targeting 10% of SGA as a percent of revenues.
  • The foreign exchange gain was $660 for the twelve months ended December 31, 2015 as compared to a loss of $1,238 in 2014. The results reflect movement between the three currencies the Company principally does business in; the U.S. dollar, the Canadian dollar and the Euro. The foreign exchange gain for the current quarter and year to date was primarily due to exchange rate movements on various balance sheet items denominated in Euro and Canadian dollars.
  • Working capital, excluding the reclassification of long-term borrowings of $21.6 million, at September 30, 2015 amounted to $16.0 million and total assets were $76.3 million, as compared to $21.8 million and $117.7 million, respectively, at December 31, 2014. Accounts receivable, inventory and trade and other payables are all lower than December 31, 2014 due to the planned reductions in inventory and the slowdown in the markets we serve.
  • Long-term borrowings of $21.6 million have been reclassified to current borrowings as a result of breaches of certain financial covenants stipulated under the Company's credit agreement. Subsequent to December 31, 2015, the Company obtained a waiver in respect of the covenant breaches from the syndicate of banks (in respect of breaches as of December 31, 2015). Under the waiver the Company is to comply with certain additional financial covenants. The syndicate of banks also extended the maturity date of the Company's revolving credit facility. The waiver and extension expire on the earlier of the termination of the Acquisition Agreement, the completion of the Acquisition or April 14, 2016. On February 11, 2016, the syndicate of banks amended the credit agreement to reset covenants, repayment amounts and maturity dates. The amendments are conditional upon the closing of the Acquisition and will only be effective as of the closing of the Acquisition.
  • The debt to equity ratio at December 31, 2015 was 1.54 to 1.00, and at December 31, 2014 was 1.00 to 1.00. The increase is primarily due to impairments charged to the statements of loss in 2015.

For further details, please refer to the Company's audited consolidated financial statements for the financial year ended December 31, 2015 and related Management's Discussion and Analysis available under the Company's profile on SEDAR at www.sedar.com.

Opta Minerals is a vertically integrated provider of custom process solutions and industrial mineral products used primarily in the steel, foundry, loose abrasive cleaning, water-jet cutting and municipal water filtration industries. The Company has production and / or distribution facilities in Ontario, Quebec, Saskatchewan, Louisiana, South Carolina, Virginia, Maryland, Indiana, Michigan, New York, Texas, Ohio, Idaho, France, Slovakia and Germany.

FOOTNOTES:

Earnings before income taxes and interest ("EBIT"); and earnings before interest, income taxes, depreciation and amortization ("EBITDA") as defined below, are both non-IFRS earnings measures that do not have standardized measures prescribed by IFRS, and therefore may not be comparable to similar measures presented by other publicly traded companies.

For the three For the twelve
Months Ended Months Ended
Dec 31 Dec 31
2015 2014 2015 2014
$ $ $ $
Loss for the Period (17,553 ) (2,874 ) (21,895 ) (1,882 )
Finance Expense 704 906 4,269 3,689
Income Tax Expense (Recovery) (624 ) (2,141 ) 509 (3,153 )
Depreciation and Amortization 1,210 1,503 5,014 6,002
Goodwill and Intangible Asset Write-downs 14,977 870 14,977 870
Property, Plant and Equipment Write-downs 1,871 2,990 2,366 3,170
Fair Value Adjustments to Contingent Consideration (30 ) 88 (79 ) 309
EBITDA1 555 1,342 5,161 9,005
Subtract:
Depreciation and Amortization 1,210 1,503 5,014 6,002
Goodwill and Intangible Asset Write-downs 14,977 870 14,977 870
Property, Plant and Equipment Write-downs 1,871 2,990 2,366 3,170
Fair Value Adjustments to Contingent Consideration (30 ) 88 (79 ) 309
EBIT2 (17,473 ) (4,109 ) (17,117 ) (1,346 )

Notes

  1. The term "EBITDA" refers to earnings before deducting finance expense, income taxes, depreciation and amortization. The Company believes that EBITDA is useful supplemental information as it provides an indication of the results generated by the Company's main business activities prior to taking into consideration how those activities are financed and taxed and also prior to taking into consideration non-cash asset depreciation and amortization. EBITDA is not a recognized measure under International Finance Reporting Standards (IFRS), and accordingly, investors are cautioned that EBITDA should not be construed as an alternative to net earnings or loss determined in accordance with IFRS as an indicator of the financial performance of the Company or as a measure of the Company's liquidity and cash flows. The Company's method of calculating EBITDA may differ from other issuers and accordingly, EBITDA may not be comparable to similar measures presented by other issuers.
  1. The term "EBIT" refers to earnings before income taxes and finance expense. The Company believes that EBIT is useful supplemental information as it provides an indication of the results generated by the Company's main business activities prior to taking into consideration how those activities are financed or taxed. EBIT is a non-IFRS earnings measure that does not have standardized measures prescribed by IFRS, and therefore may not be comparable to similar measures presented by other publicly traded companies.

Certain statements in this release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements in this press release include, without limitation, statements relating to: the Acquisition and its completion; the mailing of the management information circular in connection with the Acquisition; the continued restructuring of the Company's business and the Company continuing to explore opportunities to expand and diversify its business into new markets and products with higher growth opportunities. Wherever possible, words such as "may", 'would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "aim", "endeavour", "seek", "predict", "potential" and similar expressions have been used to identify these forward-looking statements. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management of the Company. Forward-looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, without limitation: risks associated with the Acquisition and acquisitions generally (such as the failure to satisfy closing conditions contained in the Acquisition Agreement, the absence of material adverse changes or other events which may give the parties a basis on which to terminate the Acquisition Agreement and the ability of the parties to complete and mail the information circular in respect of the meeting and hold the meeting within required time frames),
the impact of general economic conditions; the impact of specific industry conditions; the inability of the Company to successfully integrate acquired businesses or to achieve the anticipated benefits from such acquisitions; the risk of unexpected costs or liabilities relating to acquisitions; currency fluctuations and exchange rate risks; risks associated with foreign operations; governmental and environmental regulation; competition from other industry participants; cancellations of or the failure to renew purchase orders; production and delivery issues; quality, pricing and availability of raw materials; mining risks; and the other risks identified in the Company's Annual Information Form and other public filings (copies of which may be obtained under the Company's SEDAR profile at www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and reader should not place undue reliance on the forward-looking statements. Although any forward-looking statements contained in this press release are based upon what management currently believes to be reasonable assumptions, the Company cannot assure readers that actual results, performance or achievements will be consistent with these forward-looking statements, and management's assumptions may prove to be incorrect. These forward-looking statements are made as of the date of this press release and, other than as required by law, the Company does not intend, and does not assume any obligation, to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Opta Minerals Inc.
Consolidated Balance Sheets
As at December 31, 2015
(Unaudited)
Expressed in Thousands of US Dollars (except number of shares)
December 31,
2015
December 31,
2014
Assets
Current
Cash and cash equivalents $ 1,694 $ 2,170
Trade receivables, other receivables and prepayments 16,259 20,236
Inventories 25,819 34,486
Income taxes receivable 147 996
43,919 57,888
Property, Plant and Equipment 16,019 21,926
Intangible Assets 13,104 26,827
Goodwill 3,300 9,447
Deferred Income Tax Assets - 1,645
$ 76,342 $ 117,733
Liabilities
Current
Trade and other payables $ 10,088 $ 17,216
Borrowings 37,811 17,492
Derivative financial instruments 298 -
Provisions 912 772
Other liabilities 181 492
Income taxes payable 226 136
49,516 36,108
Borrowings 140 30,103
Derivative Financial Instruments - 285
Provisions 656 447
Other Liabilities 13 242
Deferred Income Tax Liabilities 1,113 3,040
51,438 70,225
Equity Attributable to the Shareholders of the Company
Capital Stock
Authorized without limit as to number
Preference shares (without par value)
Common shares
Issued -
18,129,566 common shares (December 31, 2014 - 18,125,164) 17,911 17,905
Contributed Surplus 4,857 4,696
Accumulated Other Comprehensive Loss (2,367 ) (1,491 )
Retained Earnings 4,503 26,398
24,904 47,508
$ 76,342 $ 117,733
Opta Minerals Inc.
Consolidated Statements of Loss
For the Years Ended December 31, 2015 and 2014
(Unaudited)
Expressed in Thousands of US Dollars (except per share amounts)
December 31,
2015
December 31,
2014
Revenue $ 113,805 $ 139,856
Cost of Goods Sold 99,729 118,939
Gross Profit 14,076 20,917
Expenses
Selling, general and administrative 14,589 16,676
Goodwill and intangible asset write-downs 14,977 870
Property, plant and equipment write-downs 2,366 3,170
Fair value adjustments to contingent consideration (79 ) 309
Foreign exchange (gain) loss (660 ) 1,238
31,193 22,263
Loss Before Finance Expense and Income Taxes (17,117 ) (1,346 )
Finance expense 4,269 3,689
Loss Before Income Taxes (21,386 ) (5,035 )
Income tax expense (recovery) 509 (3,153 )
Loss for the Year Attributable to the Shareholders of the Company $ (21,895 ) $ (1,882 )
Loss per share for the year - basic and diluted $ (1.21 ) $ (0.10 )
Opta Minerals Inc.
Consolidated Statements of Comprehensive Loss
For the Years Ended December 31, 2015 and 2014
(Unaudited)
Expressed in Thousands of US Dollars
December 31,
2015
December 31,
2014
Loss for the Year Attributable to the Shareholders of the Company $ (21,895 ) $ (1,882 )
Other Comprehensive Loss, net of income taxes
Items that may be reclassified subsequently to profit or loss
Unrealized loss on translation of foreign operations (1,086 ) (649 )
Unrealized (loss) gain on derivative financial instruments designated as cash flow hedges (125 ) 20
Ineffective portion of derivative financial instruments 335 -
Other comprehensive loss, net of income taxes (876 ) (629 )
Comprehensive Loss Attributable to the Shareholders of the Company $ (22,771 ) $ (2,511 )
Opta Minerals Inc.
Consolidated Statements of Changes in Equity
For the Years Ended December 31, 2015 and 2014
(Unaudited)
Expressed in Thousands of US Dollars (except per share amounts and number of shares)
Number
of
Shares-
Capital
Stock
Capital
Stock
Contributed
Surplus-
Share-
based
Payments
AOCI*-
Cash
Flow
Hedge
AOCI*-
Foreign
Currency
Translation
Reserve
Retained
Earnings
Total
Equity
At January 1, 2015 18,125,164 $ 17,905 $ 4,696 $ (210 ) $ (1,281 ) $ 26,398 $ 47,508
Comprehensive (Loss) Income
Loss for the year - - - - - (21,895 ) (21,895 )
Unrealized loss on translation of foreign operations - - - - (1,086 ) - (1,086 )
Unrealized loss on derivative financial instruments designated as cash flow hedges - - - (125 ) - - (125 )
Ineffective portion of derivative financial instruments - - - 335 - - 335
Total Comprehensive (Loss) Income - - - 210 (1,086 ) (21,895 ) (22,771 )
Transactions with Shareholders
Employee share purchase plan 4,402 6 - - - - 6
Share-based payment expense - - 161 - - - 161
Total Transactions with Shareholders 4,402 6 161 - - - 167
At December 31, 2015 18,129,566 $ 17,911 $ 4,857 $ - $ (2,367 ) $ 4,503 $ 24,904
At January 1, 2014 18,111,247 $ 17,882 $ 4,358 $ (230 ) $ (632 ) $ 28,280 $ 49,658
Comprehensive Income (Loss)
Loss for the year - - - - - (1,882 ) (1,882 )
Unrealized loss on translation of foreign operations - - - - (649 ) - (649 )
Unrealized gain on derivative financial instruments designated as cash flow hedges - - - 20 - - 20
Total Comprehensive (Loss) Income - - - 20 (649 ) (1,882 ) (2,511 )
Transactions with Shareholders
Employee share purchase plan 13,917 23 - - - - 23
Share-based payment expense - - 338 - - - 338
Total Transactions with Shareholders 13,917 23 338 - - - 361
At December 31, 2014 18,125,164 $ 17,905 $ 4,696 $ (210 ) $ (1,281 ) $ 26,398 $ 47,508
*AOCI - Accumulated Other Comprehensive Income (Loss)
Opta Minerals Inc.
Consolidated Statements of Cash Flows
For the Years Ended December 31, 2015 and 2014
(Unaudited)
Expressed in Thousands of US Dollars
December 31,
2015
December 31,
2014
Cash Provided by (Used in) -
Operating Activities
Loss for the year $ (21,895 ) $ (1,882 )
Items not affecting cash:
Depreciation of property, plant and equipment 3,027 3,784
Amortization of intangible assets 1,987 2,218
Goodwill and intangible asset write-downs 14,977 870
Property, plant and equipment write-downs 2,366 3,170
Share-based payment expense 161 338
Fair value adjustments to contingent consideration (79 ) 309
Non-cash interest charges 842 -
Deferred income taxes (143 ) (3,543 )
Loss (gain) on disposal of property, plant and equipment (207 ) 104
1,036 5,368
Changes in non-cash working capital
Trade receivables, other receivables and prepayments 2,403 (6,008 )
Inventories 6,541 4,262
Trade and other payables (6,230 ) 3,863
Provisions 383 622
Income taxes receivable (payable) 943 (325 )
5,076 7,782
Financing Activities
Proceeds from issuance of common shares - net of issuance costs 6 23
Proceeds from borrowings 550 -
Repayment of borrowings (4,411 ) (6,759 )
Repayment of finance lease liabilities (354 ) (330 )
(4,209 ) (7,066 )
Investing Activities
Additions to property, plant and equipment (1,394 ) (2,272 )
Proceeds on disposal of property, plant and equipment 594 133
Additional contingent consideration paid on acquisitions (433 ) (260 )
Additions to intangible assets (42 ) (86 )
(1,275 ) (2,485 )
Effect of Foreign Exchange Loss on Cash and Cash Equivalents (68 ) (145 )
Net Decrease in Cash and Cash Equivalents (476 ) (1,914 )
Cash and Cash Equivalents
Beginning of Period 2,170 4,084
End of Period $ 1,694 $ 2,170
Opta Minerals Inc.
Segmented Information
For the Years Ended December 31, 2015 and 2014
(Unaudited)
Expressed in Thousands of US Dollars
2015
Steel and Industrial
Magnesium Minerals Corporate Total
External revenue by market
Canada $ 11,931 $ 9,380 $ - $ 21,311
US 47,777 19,037 - 66,814
Europe 8,998 8,542 - 17,540
Other 373 7,767 - 8,140
Total revenue from external customers 69,079 44,726 - 113,805
Segment income (loss) before corporate expenses, goodwill and intangible asset write-downs, property, plant and equipment write-downs, fair value adjustments to contingent consideration, finance expense and income taxes 8,563 (4,766 ) - 3,797
Goodwill and intangible asset write-downs (14,977 ) - - (14,977 )
Property, plant and equipment write-downs (1,205 ) (1,161 ) - (2,366 )
Fair value adjustments to contingent consideration 79 - - 79
Corporate expenses - - (3,650 ) (3,650 )
Segment loss before finance expense and income taxes (7,540 ) (5,927 ) (3,650 ) (17,117 )
Finance expense - - - (4,269 )
Income tax expense - - - (509 )
Loss for the year - - - (21,895 )
Total assets as at December 31, 2015 41,840 33,599 903 76,342
Total liabilities as at December 31, 2015 8,619 1,666 41,153 51,438
Depreciation of property, plant and equipment 1,849 1,061 117 3,027
Amortization of intangible assets 1,914 4 69 1,987
Goodwill and intangible assets as at December 31, 2015 16,341 - 63 16,404
Expenditures on property, plant and equipment $ 745 $ 609 $ 40 $ 1,394
Opta Minerals Inc.
Segmented Information
For the Years Ended December 31, 2015 and 2014
(Unaudited)
Expressed in Thousands of US Dollars
2014
Steel and Industrial
Magnesium Minerals Corporate Total
External revenue by market
Canada $ 14,673 $ 10,716 $ - $ 25,389
US 53,881 27,282 - 81,163
Europe 12,779 11,438 - 24,217
Other 133 8,954 - 9,087
Total revenue from external customers 81,466 58,390 - 139,856
Segment income (loss) before corporate expenses, goodwill and intangible asset write-downs, property, plant and equipment write-downs, fair value adjustments to contingent consideration, finance expense and income taxes 11,565 (2,220 ) - 9,345
Goodwill and intangible asset write-downs (265 ) (605 ) - (870 )
Property, plant and equipment write-downs (410 ) (2,760 ) - (3,170 )
Fair value adjustments to contingent consideration (309 ) - - (309 )
Corporate expenses - - (6,342 ) (6,342 )
Segment income (loss) before finance expense and income taxes 10,581 (5,585 ) (6,342 ) (1,346 )
Finance expense - - - (3,689 )
Income tax recovery - - - 3,153
Loss for the year - - - (1,882 )
Total assets as at December 31, 2014 66,013 47,319 4,401 117,733
Total liabilities as at December 31, 2014 18,298 6,940 44,987 70,225
Depreciation of property, plant and equipment 1,878 1,746 160 3,784
Amortization of intangible assets 2,132 2 84 2,218
Goodwill and intangible assets as at December 31, 2014 36,164 - 110 36,274
Expenditures on property, plant and equipment $ 1,672 $ 451 $ 149 $ 2,272

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