24.10.2007 12:00:00
|
NOVA Chemicals: Record Olefins/Polyolefins Performance - Strong Outlook
NOVA Chemicals Corporation (NYSE:NCX)(TSX:NCX):
All financial information is in U.S. dollars unless otherwise indicated.
NOVA Chemicals Corporation (NOVA Chemicals) reported net income of $97
million ($1.16 per share diluted) for the third quarter of 2007.
Net income for the third quarter compares to net income of $80 million
($0.96 per share diluted) for the second quarter of 2007 and a net loss
of $24 million ($0.29 loss per share) for the third quarter of 2006,
which included charges of $92 million ($1.12 per share diluted) related
to restructuring and insurance wind-up costs.
The Olefins/Polyolefins business unit reported record EBITDA of $280
million in the third quarter, up from $228 million in the second
quarter. The Alberta Advantage averaged a record 21¢
per pound in the third quarter, up from 13¢
per pound in the second quarter, and has expanded further in October.
"We believe the very strong third quarter
market conditions for our Olefins/Polyolefins business will continue
into the fourth quarter and well beyond,” said
Jeff Lipton, NOVA Chemicals’ President and
CEO. "We are experiencing strong domestic and
export demand and improving margins due to price increases that exceed
feedstock cost changes.”
During the third quarter, the expanded INEOS NOVA styrenics Joint
Venture was approved by the U.S. Federal Trade Commission (FTC) and
commenced operations on Oct. 1, 2007. In addition, the INEOS NOVA Joint
Venture agreed to acquire the exclusive production rights to Sterling
Chemicals’ Texas City, Texas styrene monomer
asset. (See page 4 for details.)
"The combination of the formation of the expanded Joint Venture and the
agreement with Sterling creates a strong foundation for further cost
reductions in our styrenics business. We also expect market conditions
in Europe to recover from a weak summer holiday period,”
said Jeff Lipton.
EBITDA from the Third
Second Businesses Quarter Quarter ($U.S. millions) 2007 2007
Olefins/Polyolefins
$ 280
$ 228
Performance Styrenics
3
(6
)
STYRENIX
(21
)
29
EBITDA from the Businesses
$262
$251
NOVA Chemicals will host a conference call today, Wednesday, October 24,
2007 for investors and analysts at 1 p.m. EDT (11 a.m. MDT; 10 a.m.
PDT). Media are welcome to join this call in "listen-only”
mode. The dial-in number for this call is (416) 406-6419. The replay
number is (416) 695-5800 (Reservation No. 3207770). The live call is
also available on the Internet at www.investorcalendar.com
(ticker symbol NCX)
NOVA Chemicals Highlights
(millions of U.S. dollars, except per share amounts and as noted)
These Highlights should be read in conjunction with NOVA Chemicals’
other interim and annual financial statement disclosures, as well as its
2006 Annual Report.
Three Months Ended
Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 (1) Sep. 30 2007
Sep. 30 2006 (1) Revenue
$ 1,755
$ 1,676
$ 1,712
$ 4,937
$ 4,884
Adjusted EBITDA (2) Olefins/Polyolefins
Joffre Olefins
$ 172
$ 121
$ 160
$ 400
$ 455
Corunna Olefins
57
58
28
157
89
Polyethylene
60
50
83
132
149
Eliminations
(9
)
(1
)
-
(22
)
(12
)
Olefins/Polyolefins Total
280 228 271 667 681
Performance Styrenics 3 (6 ) (2 ) (9 ) (3 )
STYRENIX (3)
Styrene Monomer
(22
)
23
5
11
(1
)
North American Solid Polystyrene
(7
)
(7
)
(8
)
(20
)
(21
)
European JV
1
13
-
29
(7
)
Eliminations
7
-
(1
)
7
(1
)
STYRENIX Total
(21 ) 29 (4 ) 27 (30 )
EBITDA from the Businesses (4) 262 251 265 685 648
Corporate (5) (11 ) (31 ) (68 ) (59 ) (142 )
Adjusted EBITDA (2) $ 251
$ 220
$ 197
$ 626
$ 506
Operating income
$ 188
$ 150
$ 13
$ 439
$ 157
Net income (loss)
$ 97
$ 80
$ (24
)
$ 221
$ 78
Earnings (loss) per common share
- basic
$ 1.17
$ 0.97
$ (0.29
)
$ 2.67
$ 0.95
- diluted
$ 1.16
$ 0.96
$ (0.29
)
$ 2.65
$ 0.94
Weighted-average common shares Outstanding (millions) (6)
- basic
83
83
83
83
83
- diluted
84
84
83
84
83
(1) See Note 2 on page 80 of the 2006 Consolidated Financial
Statements within the Annual Report for a discussion of the prior
period restatement related to stock-based compensation for
employees eligible to retire before the vesting date (EIC 162).
The impact to net income (loss) for the three months and nine
months ended Sep. 30, 2006 was a $1 million benefit ($0.01 per
share) and a $nil million loss ($0.00 per share), respectively.
See the last paragraph of Note 1, page 25.
(2) Net income (loss) before restructuring charges, income taxes,
other gains and losses, interest expense and depreciation and
amortization (see Consolidated Statements of Net Income (Loss) on
page 19 and Supplemental Measures on page 18).
(3) The third quarter of 2007 is the last quarter that NOVA
Chemicals will report the results for the STYRENIX business unit.
Beginning in the fourth quarter of 2007, NOVA Chemicals will report
the results of the INEOS NOVA Joint Venture, which was expanded to
include North American assets and commenced operations on Oct. 1,
2007.
(4) Net income (loss) before income taxes, other gains and losses,
interest expense and depreciation and amortization from the
Olefins/Polyolefins, Performance Styrenics and STYRENIX business
units, which equals NOVA Chemicals’
Adjusted EBITDA less Corporate (see Supplemental Measures on page
18).
(5) See table on page 12 for a description of all Corporate Items.
(6) Weighted-average number of common
shares outstanding during the period used to calculate the earnings
(loss) per share (see Note 6, page 28).
NOVA Chemicals Supplemental Financial Data
(millions of U.S. dollars, except as noted)
This Supplemental Financial Data should be read in conjunction with NOVA
Chemicals’ other interim and annual financial
statement disclosures, as well as its 2006 Annual Report.
Three Months Ended
Nine Months Ended
Sep. 30 2007
June 30 2007 Sep. 30 2006 Sep. 30 2007
Sep. 30 2006 Depreciation and amortization expense
Olefins/Polyolefins
$ 48
$ 45
$ 43
$ 136
$ 129
Performance Styrenics
8
8
3
21
9
STYRENIX
5
5
27
14
80
Corporate
2
2
2
6
6
$ 63
$ 60
$ 75
$ 177
$ 224
Capital expenditures
Olefins/Polyolefins
$ 23
$ 15
$ 22
$ 68
$ 69
Performance Styrenics
6
2
16
10
67
STYRENIX
6
7
9
18
16
$ 35
$ 24
$ 47
$ 96
$ 152
After-tax return on capital employed (1)
14.4
%
13.0
%
0.9
%
12.5
%
6.2
%
Average capital employed (2)
NOVA Chemicals
$ 3,614
$ 3,316
$ 3,759
$ 3,303
$ 3,703
Olefins/Polyolefins
$ 2,723
$ 2,538
$ 2,503
$ 2,529
$ 2,433
Performance Styrenics
$ 377
$ 368
$ 265
$ 339
$ 234
STYRENIX
$ 465
$ 390
$ 1,108
$ 418
$ 1,137
Funds from operations (3)
$ 186
$ 160
$ 83
$ 408
$ 251
Cash (used in) from operations
$ (15
)
$ 115
$ 26
$ 124
$ 250
Return on average common equity (4)
44.3
%
42.5
%
(5)
(7.0
)%
40.4
%
7.9
%
(1) After-tax return on capital employed equals NOVA Chemicals’
net income (loss) plus after-tax interest expense (annualized)
divided by average capital employed (see Supplemental Measures on
page 18).
(2) Average capital employed equals cash expended on property, plant
and equipment (less accumulated depreciation and amortization) and
working capital, and excludes assets under construction and
investments. Amounts are converted to U.S. dollars using quarter-end
exchange rates (see Supplemental Measures on page 18).
(3) See Supplemental Measures on page 18.
(4) Return on average common equity equals annualized net income
(loss) divided by average common equity.
(5) Restated – see Note 7 on page 28.
Update on NOVA Chemicals’ Strategic
Activities INEOS NOVA Expanded Joint Venture
On Oct. 1, 2007, the expanded INEOS NOVA Joint Venture commenced
operations. In addition to the European assets already included in the
INEOS NOVA Joint Venture, the expanded 50:50 venture includes NOVA
Chemicals’ North American styrene and solid
polystyrene (PS) assets as well as its NAS®
and ZYLAR®
performance resins. The venture also includes INEOS’
North American styrene and solid PS assets and its line of specialty
polymers. NOVA Chemicals retains its North American expandable
polystyrene (EPS), ARCEL®
and DYLARK® resins,
and its EPS-based downstream business ventures.
The INEOS NOVA expanded Joint Venture is expected to have annual
revenues of approximately $3.8 billion and is the largest styrene and
solid PS producer in North America and the largest solid PS and EPS
producer in Europe.
The newly expanded Joint Venture is initially targeting $80 million per
year of additional cost reductions and EBITDA improvement, including the
expected efficiency gains from the anticipated acquisition of Sterling’s
production rights. NOVA Chemicals’ 50% share
of this improvement would be $40 million per year.
On Oct. 10, 2007, INEOS NOVA announced its plans to shut down the
Montreal, PQ polystyrene site by the end of 2007. The plant has annual
production capacity of 120 million pounds, which is approximately 6% of
INEOS NOVA’s North American polystyrene
production capacity or about 2% of North American polystyrene industry
capacity. This action represents the first step toward achieving the
North American synergies target for INEOS NOVA, as production will be
moved to the Joint Venture’s most efficient
plants.
INEOS NOVA Joint Venture Agrees to
Acquire Rights to Sterling’s
Styrene Production
On Sep. 18, 2007, NOVA Chemicals announced that it had agreed to acquire
the exclusive production rights to the styrene production from Sterling
Chemicals’ facility on behalf of INEOS NOVA.
These rights were assigned to INEOS NOVA on Oct. 1, 2007. The FTC is
currently reviewing the transaction.
The $60 million cost of the transaction will be fully funded by the
INEOS NOVA Joint Venture from cash on hand. Sterling’s
styrene facility in Texas City, Texas has 1.7 billion pounds of annual
production capacity, which represents approximately 11% of North
American capacity and 3% of global capacity.
As part of its $80 million per year synergy target, INEOS NOVA is
initially targeting $30 million of increased annual EBITDA due to
increased sales and lower operating costs by shifting production to the
more efficient joint venture styrene monomer sites.
OLEFINS/POLYOLEFINS BUSINESS UNIT Financial Highlights
(millions of U.S. dollars, except as noted)
Three Months Ended Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006 Revenue
Joffre Olefins (1)
$ 448
$ 425
$ 417
$ 1,284
$ 1,317
Corunna Olefins (1)
595
502
557
1,494
1,482
Polyethylene (1)
519
475
507
1,417
1,467
Eliminations
(356
)
(296
)
(335
)
(949
)
(1,034
)
Total
$ 1,206
$ 1,106
$ 1,146
$ 3,246
$ 3,232
EBITDA (2)
Joffre Olefins
$ 172
$ 121
$ 160
$ 400
$ 455
Corunna Olefins
57
58
28
157
89
Polyethylene
60
50
83
132
149
Eliminations (3)
(9
)
(1
)
-
(22
)
(12
)
Total
$ 280
$ 228
$ 271
$ 667
$ 681
Operating income
Joffre Olefins
$ 157
$ 108
$ 148
$ 360
$ 418
Corunna Olefins
41
42
13
110
47
Polyethylene
43
34
67
83
99
Eliminations (3)
(9
)
(1
)
-
(22
)
(12
)
Total
$ 232
$ 183
$ 228
$ 531
$ 552
Sales Volumes (millions of pounds)
Polyethylene
Advanced SCLAIRTECHTM resins(4)
222
225
224
641
634
All other polyethylene resins
608
605
576
1,820
1,740
Total
830
830
800
2,461
2,374
(1) Before intersegment eliminations between the business units.
(2) Net income before income taxes, other gains and losses, interest
expense, depreciation and amortization (see Supplemental Measures on
page 18).
(3) Represents intersegment profit eliminations.
(4) Polyethylene resins that are produced using Advanced SCLAIRTECH
technology at the Joffre site, including SCLAIR®
and SURPASS®
resins.
Operating Highlights
Average Benchmark Prices (1)
(U.S. dollars per pound, unless otherwise noted)
Three Month Average Nine Month Average
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006 Benchmark Principal Products:
Ethylene (2)
$ 0.50
$ 0.45
$ 0.51
$ 0.45
$ 0.49
Polyethylene – LLDPE butene liner (3)
$ 0.67
$ 0.62
$ 0.69
$ 0.62
$ 0.67
Polyethylene – weighted-average
benchmark (4)
$ 0.70
$ 0.64
$ 0.71
$ 0.65
$ 0.69
Benchmark Raw Materials:
AECO natural gas (dollars per mmBTU) (5)
$ 4.96
$ 6.43
$ 5.03
$ 5.90
$ 5.64
NYMEX natural gas (dollars per mmBTU) (6)
$ 6.13
$ 7.56
$ 6.53
$ 6.88
$ 7.47
WTI crude oil (dollars per barrel) (7)
$ 75.38
$ 65.03
$ 70.48
$ 66.23
$ 68.22
(1) Average benchmark prices do not necessarily reflect actual
prices realized by NOVA Chemicals or any other petrochemical company.
(2) Source: Chemical Market Associates, Inc. (CMAI) U.S. Gulf Coast
(USGC) Net Transaction Price.
(3) Linear Low-Density Polyethylene (LLDPE) butene liner. Source:
Townsend Polymer Services Information (TPSI).
(4) Benchmark prices weighted according to NOVA Chemicals’
sales volume mix in North America. Source for benchmark prices: TPSI.
(5) Source: Canadian Gas Price Reporter, weighted average daily spot
gas price, values in millions of British Thermal Units (mmBTU).
(6) Source: New York Mercantile Exchange (NYMEX) Henry Hub 3-Day
Average Close.
(7) Source: NYMEX WTI daily spot-settled price average for calendar
month.
Review of Operations Olefins/Polyolefins
The Olefins/Polyolefins business unit reported record EBITDA of $280
million in the third quarter of 2007, up from $228 million in the second
quarter. Margins expanded as higher selling prices for ethylene and
polyethylene and lower Alberta feedstock costs outpaced higher feedstock
costs at the Corunna flexi-cracker.
Third quarter results were negatively impacted by approximately $11
million higher costs ($7 million after-tax) due to the appreciation of
the Canadian dollar. Most of NOVA Chemicals’
Canadian Dollar denominated costs reside within the Olefins/Polyolefins
business unit’s results.
Joffre Olefins Third Quarter 2007 Versus Second Quarter 2007
The Joffre Olefins segment reported EBITDA of $172 million in the third
quarter of 2007 up from $121 million in the second quarter of 2007. The
improvement was primarily due to lower ethane feedstock costs.
Joffre Olefins’ ethane feedstock costs
decreased sharply from the second quarter due to lower Alberta natural
gas prices, which were down 23%. In comparison, United Stated Gulf Coast
(USGC) ethane prices were 13% higher compared to the second quarter.
USGC ethane prices rose throughout the third quarter and reached record
levels as ethane demand strengthened due to strong demand for ethylene
and higher prices for competing feedstocks such as naphtha.
As a result, the Alberta Advantage averaged a record 21¢
per pound in the third quarter, up from 13¢
per pound in the second quarter and significantly higher than the 7¢
per pound historical average. The Alberta Advantage expanded further and
is about 25¢ per pound in October. NOVA
Chemicals uses ethylene produced at its Joffre, Alberta, facility to
make approximately 65% of its polyethylene.
Third Quarter 2007 Versus Third Quarter 2006
The Joffre Olefins segment reported EBITDA of $172 million in the third
quarter of 2007 compared to $160 million in the third quarter of 2006.
The EBITDA improvement was primarily due to increased sales volume and
strong ethylene margins in the third quarter of 2007.
Nine Months Ended Sep. 30, 2007 Versus Nine Months Ended Sep. 30,
2006
The Joffre Olefins segment reported EBITDA of $400 million for the nine
months ended Sep. 30, 2007 compared to $455 million for the nine months
ended Sep. 30, 2006. This decrease was primarily due to lower ethylene
selling prices and higher feedstock costs. Industry ethylene selling
prices were 9% lower in the first nine months of 2007 than in the first
nine months of 2006, as prices remained elevated in early 2006 in the
aftermath of Hurricane Katrina. AECO daily spot gas prices were 5%
higher in the first nine months of 2007 compared to the same period last
year.
Corunna Olefins Third Quarter 2007 Versus Second Quarter 2007
The Corunna Olefins segment reported EBITDA of $57 million in the third
quarter of 2007, compared to $58 million in the second quarter of 2007.
Margins remained steady as higher ethylene and co-products revenue was
offset by higher feedstock costs.
USGC ethylene industry prices averaged 50¢
per pound in the third quarter of 2007 compared to 45¢
per pound in the second quarter of 2007. Industry ethylene prices
continued to rise in the third quarter due to continued strong ethylene
operating rates, supply interruptions, and higher feedstock costs
incurred by USGC ethylene producers.
In the third quarter, co-product sales volumes were 22% higher than the
second quarter, due to strong demand for gasoline blending components
and other energy co-products. The average co-product selling price was
down 5% from last quarter, due primarily to decreases in the selling
prices of chemical co-products benzene and toluene.
Corunna’s average feedstock costs were higher
in the third quarter than the second quarter. While the average WTI
crude oil price increased 16% quarter over quarter, NOVA Chemicals’
average crude oil costs increased 9% due to its use of FIFO accounting.
Prices for other feedstocks such as propane, butane and condensate rose
with the price of crude oil.
Third Quarter 2007 Versus Third Quarter 2006
The Corunna Olefins segment reported EBITDA of $57 million in the third
quarter of 2007 up from $28 million in the same period one year ago.
EBITDA improved primarily due to lower crude oil feedstock costs, which
were 2% lower compared to the same period one year ago.
Nine Months Ended Sep. 30, 2007 Versus Nine Months Ended Sep. 30,
2006
The Corunna Olefins segment reported EBITDA of $157 million for the nine
months ended Sep. 30, 2007 compared to $89 million to the same period
last year. The improvement was due primarily to lower feedstock costs
and improved operations at the Corunna flexi-cracker. Corunna’s
crude oil costs through the first nine months of 2007 were 4% lower
compared to the same period last year. Gains from NOVA Chemicals’
feedstock purchasing program also contributed to the reduction in
feedstock costs compared to the same period last year.
Polyethylene Third Quarter 2007 Versus Second Quarter 2007
The Polyethylene segment reported EBITDA of $60 million in the third
quarter of 2007 compared to $50 million in the second quarter. The
quarter-over-quarter EBITDA improvement was largely due to higher
selling prices.
The North American industry butene liner polyethylene price averaged 67¢
per pound in the third quarter, up 5¢ per
pound from the second quarter. Continued strong export sales and steady
domestic demand enabled producers, including NOVA Chemicals, to operate
at high utilization rates and to increase margins during the quarter.
NOVA Chemicals’ total polyethylene sales
volume for the third quarter was 830 million pounds, the same as last
quarter. International sales volume again represented approximately 17%
of total sales. Strong international polyethylene pricing in the third
quarter, driven by higher global production costs and robust demand,
continued to support profitable export opportunities. NOVA Chemicals
expects these conditions to continue in the fourth quarter.
According to data reported by the American Chemistry Council, total
producer polyethylene sales in the third quarter were the second highest
in history. Total sales year to date are 5% higher than the same period
last year. Average producer operating rates were 96% in the third
quarter, the same high level as the second quarter. NOVA Chemicals ended
the third quarter with 25 days of polyethylene inventory, in-line with
the company’s historical average of 24 days.
Sales of polyethylene manufactured using Advanced SCLAIRTECH technology
in the third quarter totaled 222 million pounds. For a second
consecutive quarter, rated production and sales exceeded the plant's
annual 850 million pound nameplate capacity. Margins expanded further
this quarter from record levels in the second quarter, in part due to
continued market penetration of higher value products.
This month, NOVA Chemicals won first prize for "best new product" from
North America’s Association of Rotational
Molders. The COSMOTM container, a unique
collapsible polyethylene portable storage and moving container measuring
8 feet x 5 feet x 8 feet, was recognized by industry experts. Sales of
high value rotational molding grades have doubled over the past twelve
months, and are expected to continue to grow rapidly as a result of
innovations such as COSMO.
NOVA Chemicals implemented a 5¢ per pound
price increase in the third quarter and is currently implementing a 4¢
per pound price increase in October. NOVA Chemicals also announced two
additional price increases for implementation in November : 5¢
per pound, effective Nov. 1 and 6¢ per pound
effective Nov. 15.
Third Quarter 2007 Versus Third Quarter 2006
The Polyethylene segment reported EBITDA of $60 million in the third
quarter of 2007 compared to EBITDA of $83 million in the third quarter
of 2006. The decline was primarily due to lower average polyethylene
selling prices and higher feedstock costs. The industry average butene
liner polyethylene price was 67¢ per pound
in the third quarter of 2007 compared to 69¢
per pound in same period one year ago.
Nine Months Ended Sep. 30, 2007 Versus Nine Months Ended Sep. 30,
2006
The Polyethylene segment reported EBITDA of $132 million for the nine
months ended Sep. 30, 2007 compared to $149 million for the same period
last year. The decline was primarily due to lower average sales prices
which more than offset lower ethylene costs. Industry average butene
liner polyethylene prices were 7% lower for the nine months ended Sep.
30, 2007 compared to the same period last year as prices remained
elevated in early 2006 in the aftermath of Hurricane Katrina.
NOVA Chemicals’ ability to implement
announced price increases depends on many factors that may be beyond its
control. See Forward-Looking Information on page 18. PERFORMANCE STYRENICS BUSINESS UNIT Financial Highlights
(millions of U.S. Dollars, except as noted)
Three Months Ended Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006
Revenue
$ 117
$ 115
$ 111
$ 332
$ 316
EBITDA (1)
$ 3
$ (6
)
$ (2
)
$ (9
)
$ (3
)
Operating Loss
$ (5
)
$ (14
)
$ (5
)
$ (30
)
$ (12
)
Sales Volumes (2) (millions of pounds)
120
124
116
350
326
(1) Net income (loss) before income taxes,
other gains and losses, interest expense, depreciation and
amortization (see Supplemental Measures on Page 18).
(2) Third-party sales.
Operating Highlights
Average Benchmark Raw Material Prices (1)
(U.S. dollars per pound) Three Month Average Nine Month Average
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006
Styrene Monomer
$ 0.68
$ 0.71
$ 0.70
$ 0.68
$ 0.64
(1) Source: CMAI Contract Market
Review of Operations Third Quarter 2007 Versus Second Quarter 2007
The Performance Styrenics segment reported EBITDA of $3 million in the
third quarter of 2007 compared to an EBITDA loss of $6 million in the
second quarter.
The $9 million EBITDA improvement from the second quarter was due
primarily to higher average selling prices for EPS and ARCEL®,
DYLARK, and ZYLAR performance resins. In
addition, costs were lower in the third quarter as a result of NOVA
Chemicals’ fixed cost improvements.
Starting in the fourth quarter of 2007, the results for ZYLAR and NAS
resins will be included in the INEOS NOVA Joint Venture’s
results. They will no longer be part of NOVA Chemicals’
Performance Styrenics segment.
During the third quarter, NOVA Chemicals announced EPS price increases
that totaled 4¢ per pound.
Third Quarter 2007 Versus Third Quarter 2006
The Performance Styrenics segment reported EBITDA of $3 million in the
third quarter of 2007 compared to an EBITDA loss of $2 million in the
third quarter of 2006. The improvement is largely due to lower operating
costs due to NOVA Chemicals’ cost improvement
activities taken in the third quarter of 2007.
Nine Months Ended Sep. 30, 2007 Versus Nine Months Ended Sep. 30,
2006
The Performance Styrenics segment reported an EBITDA loss of $9 million
for the nine months ended Sep. 30, 2007 compared to an EBITDA loss of $3
million for the nine months ended Sep. 30, 2006. This increase in EBITDA
loss was primarily due to the impact of higher styrene monomer costs
which outpaced EPS and Performance Product price increases. Industry
styrene monomer costs were 6% higher in the first nine months of 2007
compared to the same period last year.
NOVA Chemicals’ ability to implement
announced price increases depends on many factors that may be beyond its
control. See Forward-Looking Information on Page 18. STYRENIX BUSINESS UNIT Financial Highlights
(millions of U.S. Dollars, except as noted)
Three Months Ended Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006 Revenue
Styrene Monomer (1)
$ 468
$ 471
$ 485
$ 1,403
$ 1,363
North American Solid Polystyrene (1)
136
144
140
421
381
European Joint Venture (1)
175
193
179
556
488
Eliminations
(252
)
(268
)
(249
)
(763
)
(655
)
Total
$ 527
$ 540
$ 555
$ 1,617
$ 1,577
EBITDA (2)
Styrene Monomer
$ (22
)
$ 23
$ 5
$ 11
$ (1
)
North American Solid Polystyrene
(7
)
(7
)
(8
)
(20
)
(21
)
European Joint Venture
1
13
-
29
(7
)
Eliminations (3)
7
-
(1
)
7
(1
)
Total
$ (21
)
$ 29
$ (4
)
$ 27
$ (30
)
Operating Income (Loss)
Styrene Monomer
$ (25
)
$ 20
$ (9
)
$ 3
$ (42
)
North American Solid Polystyrene
(8
)
(8
)
(13
)
(23
)
(36
)
European Joint Venture
-
12
(8
)
26
(31
)
Eliminations (3)
7
-
(1
)
7
(1
)
Total
$ (26
)
$ 24
$ (31
)
$ 13
$ (110
)
Sales Volumes (millions of pounds)
Styrene Monomer (4)
356
307
351
1,042
1,146
North American Solid Polystyrene
189
202
194
601
567
European Joint Venture
221
233
234
693
728
Total
766
742
779
2,336
2,441
(1) Before intersegment eliminations
between the business units.
(2) Net income (loss) before income taxes, other gains and losses,
interest expense, depreciation and amortization (see Supplemental
Measures on page 18).
(3) Represents intersegment profit eliminations.
(4) Third-party sales, including purchased volumes resold. Excludes
sales to the European Joint Venture.
Operating Highlights
Average Benchmark Prices (1)
(U.S. dollars per pound, unless otherwise noted)
Three Month Average Nine Month Average
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006 Benchmark Principal Products:
Styrene Monomer (2)
$ 0.68
$ 0.71
$ 0.70
$ 0.68
$ 0.64
Solid PS (2)
North America
$ 0.98
$ 0.99
$ 0.93
$ 0.97
$ 0.87
Europe
$ 0.82
$ 0.83
$ 0.73
$ 0.80
$ 0.65
Benchmark Raw Materials:
Benzene (dollars per gallon) (3)
$ 3.55
$ 3.95
$ 3.71
$ 3.68
$ 3.14
Ethylene (4)
$ 0.50
$ 0.45
$ 0.51
$ 0.45
$ 0.49
(1) Average benchmark prices, based on CMAI data, do not necessarily
reflect actual prices realized by NOVA chemicals or any other
petrochemical company.
(2) Source: CMAI Contract Market.
(3) A 10¢ per gallon change in the cost
of benzene generally results in about a 1¢
per pound change in the variable cost of producing styrene monomer.
Source of benzene benchmark prices: CMAI.
(4) Source: Chemical Market Associates, Inc. (CMAI) U.S. Gulf Coast
(USGC) Net Transaction Price.
Review of Operations STYRENIX
The STYRENIX business unit reported an EBITDA loss of $21 million in the
third quarter of 2007 compared to a positive EBITDA of $29 million in
the second quarter. The quarter-over-quarter change in EBITDA was
largely due to higher feedstock costs –
based on NOVA Chemicals’ use of FIFO
accounting - and lower selling prices for North American styrene monomer
and a seasonally weak European market.
Through the first nine months of 2007, the STYRENIX business unit
reported EBITDA of $27 million, a $57 million improvement from the same
period last year. The year-over-year improvement is primarily due to
lower costs as a result of the expiration of the Lyondell contract, NOVA
Chemicals’ restructuring actions and
improved styrene monomer and European polystyrene market conditions.
The third quarter of 2007 is the last quarter that NOVA Chemicals will
report the results for the STYRENIX business unit. Beginning in the
fourth quarter of 2007, NOVA Chemicals will report the results of the
INEOS NOVA Joint Venture, which was expanded to include North American
assets and commenced operations on Oct. 1, 2007.
Styrene Monomer Third Quarter 2007 Versus Second Quarter 2007
The Styrene Monomer segment reported an EBITDA loss of $22 million in
the third quarter compared to an EBITDA profit of $23 million in the
second quarter. The quarter-over-quarter change was due to higher flow
through benzene feedstock costs and lower styrene monomer selling prices.
Industry average benzene costs declined 10% in the third quarter, in
contrast, NOVA Chemicals’ benzene costs
increased 6% due to its use of FIFO accounting. Styrene monomer prices
fell 4% during the quarter as weak market conditions forced suppliers to
lower selling prices in response to lower benzene costs.
Third party sales volumes were 16% higher in the third quarter primarily
due to increased export sales to Asia. Continued strength in Asian
styrene monomer pricing relative to North American styrene monomer
prices created profitable export opportunities in the third quarter.
During the third quarter, NOVA Chemicals announced a styrene monomer
price increase of 4.5¢ per pound, effective
Oct. 1 in response to rapidly rising ethylene costs and a rebound in
benzene pricing.
Third Quarter 2007 Versus Third Quarter 2006
The Styrene Monomer segment reported an EBITDA loss of $22 million in
the third quarter of 2007 compared to an EBITDA profit of $5 million in
the third quarter of 2006. The change was primarily due to lower average
selling prices that were not fully recovered by lower operating costs
related to NOVA Chemicals’ restructuring
activities. While industry average benzene prices were 4% lower in the
third quarter of 2007 compared to the same period last year, NOVA
Chemicals’ benzene costs were 11% higher due
to its use of FIFO accounting.
Nine Months Ended Sep. 30, 2007 Versus Nine Months Ended Sep. 30,
2006
The Styrene Monomer segment reported EBITDA of $11 million for the nine
months ended Sep. 30, 2007, an improvement compared to an EBITDA loss of
$1 million for same period last year. The improvement was primarily due
to improved market conditions and lower costs as a result of NOVA
Chemicals’ restructuring actions.
North American Solid Polystyrene Third Quarter 2007 Versus Second Quarter 2007
The North American Solid PS segment reported an EBITDA loss of $7
million in the third quarter of 2007, the same as the second quarter of
2007.
North American solid PS sales volume in the third quarter was 6% lower
than the second quarter as customers reduced purchases and consumed
inventory in response to the expectation of falling solid PS prices.
Industry average solid PS prices declined 1¢
per pound during the third quarter.
During the third quarter, NOVA Chemicals announced a solid PS price
increase of 3¢ per pound, effective Oct. 1.
Third Quarter 2007 Versus Third Quarter 2006
The North American Solid PS segment reported an EBITDA loss of $7
million in the third quarter of 2007, compared to an EBITDA loss of $8
million in the third quarter of 2006. Reduced costs related to NOVA
Chemicals’ restructuring activities were
more than offset by lower solid PS gross margins.
Nine Months Ended Sep. 30, 2007 Versus Nine Months Ended Sep. 30,
2006
The North American Solid PS segment reported an EBITDA loss of $20
million for the nine months ended Sep. 30, 2007, compared to an EBITDA
loss of $21 million for the nine months ended Sep. 30, 2006. Higher
polymer selling price and lower operating costs were more than offset by
higher feedstock costs.
European Joint Venture Third Quarter 2007 Versus Second Quarter 2007
NOVA Chemicals’ 50% share of the European
Joint Venture provided EBITDA of $1 million in the third quarter of
2007, down from EBITDA of $13 million in the second quarter of 2007.
The quarter-over-quarter change in results was largely due to lower EPS
and solid PS selling prices and sales volume. Seasonally weaker demand
in Europe and the expectation of a continual decline in polymer prices
motivated customers to reduce purchases and consume inventory.
Third Quarter 2007 Versus Third Quarter 2006
The European Joint Venture segment provided EBITDA of $1 million in the
third quarter of 2007 compared to break even in the third quarter of
2006. Results improved slightly from the same period one year ago as
cost reductions resulting from the realization of synergies were
partially offset by a decline in margins.
Nine Months Ended Sep. 30, 2007 Versus Nine Months Ended Sep. 30,
2006
The European Joint Venture segment provided EBITDA of $29 million for
the nine months ended Sep. 30, 2007 compared to an EBITDA loss of $7
million for the nine months ended Sep. 30, 2006. This improvement was
due to cost reductions resulting from the realization of synergies and
better margins.
NOVA Chemicals’ ability to implement
announced price increases depends on many factors that may be beyond its
control. See Forward-Looking Information on Page 18. CORPORATE
(millions of U.S. dollars)
Three Months Ended Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006 Before-Tax Corporate Items:
Corporate operating costs(1)
$ (16
)
$ (26
)
$ (26
)
$ (69
)
$ (85
)
Stock-based compensation and profit sharing (2)
(6
)
(6
)
(8
)
(30
)
(15
)
Mark-to-market feedstock derivatives (3)
9
(1
)
(17
)
34
(29
)
Non-cash insurance charge
-
-
(19
)
-
(19
)
Restructuring
-
(10
)
(109
)
(10
)
(125
)
Operating loss
$ (13
)
$ (43
)
$ (179
)
$ (75
)
$ (273
)
Add back:
Corporate depreciation
2
2
2
6
6
Restructuring
-
10
109
10
125
Adjusted EBITDA (11 ) (31 ) (68 ) (59 ) (142 )
(1) Beginning in the first quarter of 2007, NOVA Chemicals no longer
allocates interest, taxes or corporate operating costs to the
business segments. Prior period comparative amounts have been
revised to reflect this change. Operating costs include corporate
depreciation.
(2) NOVA Chemicals has two cash-settled, stock-based incentive
compensation plans that are marked to market with changes in the
value of the common stock price. In November 2005, NOVA Chemicals
entered into a hedging arrangement that effectively neutralizes the
mark-to-market impact on the stock-based incentive compensation
plans. Stock-based compensation also includes the amount expensed
related to the fair value of stock options earned by employees
during the period. In addition, NOVA Chemicals maintains a profit
sharing program available to most employees based on the achievement
of shareholder return on equity targets.
(3) NOVA Chemicals is required to record on its balance sheet the
market value of its open derivative positions. The gain or loss
resulting from changes in the market value of these derivatives is
recorded as earnings each period. These mark-to-market adjustments
are recorded as part of Corporate results until the positions are
realized. Once realized, any income effects are recorded in business
results.
Corporate Operating Costs
The corporate operating costs of $16 million in the third quarter of
2007 were $10 million lower than the second quarter of 2007 and the
third quarter of 2006 primarily due to one-time lower employee
retirement accruals and cost savings related to NOVA Chemicals’
restructuring activities. The corporate operating costs for the nine
months ended Sep. 30, 2007 are lower than the same period in the prior
year for the same reasons.
Stock-based Compensation and Profit Sharing
In the third quarter of 2007, stock-based compensation costs were $6
million, the same as in the second quarter of 2007. Year-to-date,
stock-based compensation costs were $15 million higher than the same
period last year, primarily due to a $10 million charge recorded in the
first quarter of 2007 related to the acceleration of stock-based
compensation expenses for retirement eligible employees. See the last
paragraph on page 25 for more details.
Mark-to-Market Feedstock Derivatives
The mark-to-market impact of NOVA Chemicals’
outstanding feedstock derivatives was a $9 million ($6 million
after-tax) gain in the third quarter of 2007, compared to a loss of $1
million (before- and after-tax) in the second quarter. The value of
these positions, which were initiated as part of Corunna’s
feedstock purchasing program, appreciated in the third quarter as
forward propane and butane prices increased relative to crude oil
prices. The third quarter gain compares to a $17 million ($11 million
after-tax) loss in the third quarter of 2006.
Year-to-date, the mark-to-market feedstock derivative impact improved
$63 million over the prior year as a result of increases in forward
propane and butane prices relative to crude oil. Corunna’s
feedstock purchasing program was expanded as a result of changes made at
the Corunna flexi-cracker that increased feedstock flexibility.
Non-cash Insurance Charge
There were no non-cash insurance charges recorded in 2007.
In the third quarter of 2006, NOVA Chemicals accrued $19 million ($13
million after-tax) related to its share of estimated incremental costs
in the insurance pools in which it participates. NOVA Chemicals is one
of many participants in OIL and sEnergy –
two mutual insurance companies formed to insure against catastrophic
risks. Due to losses incurred by OIL and sEnergy that are related to
participants other than NOVA Chemicals, NOVA Chemicals was required to
pay higher premiums. The third quarter 2006 charges are related to
sEnergy, which is in the process of closing operations.
Restructuring
There were no restructuring charges recorded in the third quarter of
2007. Refer to Note 3 on page 27 for details related to restructuring
charges for all prior periods presented.
Capitalization
(millions of U.S. dollars, except as noted)
Sep. 30 2007
June 30 2007
Dec. 31 2006
(restated –see Note 7)
Current debt (1) (2)
$ 314
$ 236
$ 263
Less: restricted cash and other assets (3)
(69
)
(69
)
(72
)
Net current debt (4)
245
167
191
Long-term debt (2) (3)
1,656
1,642
1,582
Less: cash and cash equivalents
(121
)
(109
)
(53
)
Total debt, net of cash, cash equivalents, and restricted cash and
other assets
1,780
1,700
1,720
Total shareholders’ equity (5)
(6) (7) (8)
961
778
546
Total capitalization (9)
$ 2,741
$ 2,478
$ 2,266
Net debt to total capitalization (10)
64.9
%
68.6
%
75.9
%
(1) Current debt includes the $198 million preferred shares of NOVA
Chemicals’ subsidiary due Oct. 31, 2008.
Current debt also includes the current debt related to the Joffre
co-generation facility joint venture, the current portion of the
Corunna compressor capital lease, the secured revolver and bank
loans.
(2) Maturity dates for NOVA Chemicals’
current and long-term debt range from October 2008 to August 2028.
(3) As a result of adopting new Canadian GAAP pronouncements under
CICA Section 3855 on Jan. 1, 2007, long-term debt is required to be
initially measured at fair value and subsequently measured at
amortized cost. As a result, $7 million of deferred debt discount
and issuance costs that were reported in Restricted cash and other
assets prior to Jan. 1, 2007, on the Consolidated Balance Sheets
were reclassified in the first quarter, on a prospective basis, and
are now reported as a reduction of the respective debt obligations.
(4) Net current debt equals current debt less restricted cash and
other assets (see Supplemental Measures on page 18).
(5) Common shares outstanding on Oct. 19, 2007 were 83,051,189.
(6) A total of 4,070,156 stock options to purchase common shares of
NOVA Chemicals were outstanding to officers and employees on Oct.
19, 2007, and 4,072,006 were outstanding on Sep. 30, 2007. A total
of 3,116,529 common shares were reserved but unallocated at Sep. 30,
2007. A total of 13 million common shares were initially reserved
for issuance under the Option Plan.
(7) A total of 47,800 shares were reserved for the Directors’
Share Compensation Plan.
(8) In April 2005, NOVA Chemicals’
shareholders reconfirmed a shareholder rights plan expiring May 2009
where one right was issued for each outstanding common share.
(9) Total capitalization includes shareholders’
equity and total debt, net of cash, cash equivalents, and restricted
cash and other assets (see Supplemental Measures on page 18).
(10) Net debt to total capitalization is equal to total debt, net of
cash, cash equivalents, and restricted cash and other assets,
divided by total common shareholders’
equity plus net debt (see Capitalization table above and
Supplemental Measures on page 18).
Senior Debt Ratings (1) Senior Unsecured Debt
DBRS
BB (negative)
Fitch Ratings
BB- (stable)
Moody’s
Ba3 (negative)
Standard & Poor’s
B+ (stable)
(1) Credit ratings are not recommendations
to purchase, hold or sell securities and do not comment on market
price or suitability for a particular investor. There is no
assurance that any rating will remain in effect for any given period
of time or that any rating will not be revised or withdrawn entirely
by a rating agency in the future.
Funds Flow and Changes in Cash and Debt
(millions of U.S. dollars)
The following table shows major sources and uses of cash.
Three Months Ended Nine Months Ended Sep. 30, 2007
June 30, 2007
Sep. 30, 2006 Sep. 30, 2007
Sep. 30, 2006
Operating income (1)
$188
$ 150
$ 13
$ 439
$ 157
Depreciation and amortization
63
60
75
177
224
Restructuring charges
-
10
109
10
125
Adjusted EBITDA (1)
251
220
197
626
506
Interest expense (net)
(47
)
(41
)
(43
)
(130
)
(125
)
Restructuring charges
-
(10
)
(62
)
(10
)
(78
)
Unrealized (gain) loss on derivatives
(9
)
1
17
(34
)
29
Stock option expense
2
-
1
2
8
Current tax expense
(11
)
(10
)
(27
)
(46
)
(82
)
Funds from operations 186 160 83 408 251
Operating working capital increase and other
(201
)
(45
)
(57
)
(284
)
(1
)
Cash flow (used in) from operating activities (15 ) 115 26 124 250
Capital expenditures (net of proceeds on sale of assets)
(34
)
(24
)
(47
)
(94
)
(150
)
Turnaround costs
(9
)
(27
)
(18
)
(39
)
(38
)
Dividends paid
(8
)
(8
)
(7
)
(23
)
(22
)
Change in accounting policy for financial instruments (see Note 1)
-
-
-
13
-
Foreign exchange on long-term debt and other
(13
)
(24
)
(1
)
(37
)
(11
)
Total change in cash and debt $ (79 ) $ 32
$ (47 ) $ (56 ) $ 29
Increase (decrease) in cash and cash
equivalents
$ 12
$ 22
$ 17
$ 68
$ (56
)
(Increase) decrease in debt(2)
(91
)
10
(64
)
(124
)
85
Total change in cash and cash equivalents and debt
$ (79
)
$ 32
$ (47
)
$ (56
)
$ 29
(1) See Consolidated Statements of Net Income (Loss) on page 19 and
Supplemental Measures on page 18.
(2) Includes foreign exchange changes and excludes reduction in
carrying amount resulting from the application of new Canadian GAAP
pronouncements (see Note 1 to the Consolidated Financial Statements).
NOVA Chemicals’ funds from operations were
$186 million for the third quarter of 2007, up from $160 million in the
second quarter. Cash flow used in operating activities was $15 million
in the third quarter compared to $115 cash flow generated from operating
activities in the second quarter of 2007. The third quarter increase in
operating working capital was attributable roughly 50% to price and 50%
to volume. Polyethylene pricing was up 9% causing a rise in receivables
while inventory volumes were down due to strong demand and active
inventory management. Accounts payable balances dropped to low levels as
natural gas prices declined 23% quarter-over-quarter and NOVA Chemicals
purchased less ethane.
NOVA Chemicals measures the effectiveness of its working capital
management through Cash Flow Cycle Time (CFCT). See Supplemental
Measures below. CFCT was 37 days as of Sep. 30, 2007, and 32 days as of
June 30, 2007 primarily due to higher sales volume and lower quarter-end
accounts payable.
Financing
NOVA Chemicals has four revolving credit facilities aggregating $590
million. The amounts and expiration dates of these facilities are as
follows:
$100 million on Dec. 31, 2007
$ 65 million on Mar. 20, 2010
$325 million on June 30, 2010, and
$100 million on Mar. 20, 2011.
As of Sep. 30, 2007, NOVA Chemicals had utilized $268 million of the
facilities (of which $52 million was in the form of letters of credit).
NOVA Chemicals amended its financial covenants governing these credit
facilities to allow for an exemption of any write-down of the STYRENIX
assets up to $950 million, of which $860 million occurred in the fourth
quarter of 2006. In addition, the debt-to-capitalization ratio financial
covenant was raised from 55% to 60%. These amendments are in effect for
the period Dec. 31, 2006 to Mar. 30, 2008. Using the covenant
methodology in the relevant revolving credit facilities, the
debt-to-capitalization ratio was 50% at Sep. 30, 2007. NOVA Chemicals
continues to comply with all financial covenants under the applicable
facilities.
NOVA Chemicals also has $350 million accounts receivable securitization
programs that expire on June 30, 2010. As of Sep. 30, 2007 and June 30,
2007, $291 million and $307 million, respectively, was sold under the
accounts receivable securitization programs.
The European Joint Venture has a €120
million accounts receivable securitization program that expires in
November 2011. As of Sep. 30, 2007 and June 30, 2007, NOVA Chemicals’
50% share, €36 million and €44
million, respectively, was sold under the accounts receivable
securitization program.
The total return swap entered into in connection with the Series A
preferred stock of NOVA Chemicals’
subsidiary, NOVA Chemicals Inc., was scheduled to terminate on Oct. 31,
2007. However, in October 2007, NOVA Chemicals and the counterparty
agreed to extend the term until Oct. 31, 2008. See page 61 of NOVA
Chemicals’ Annual Report for a more detailed
discussion of the total return swap.
Feedstock Derivative Positions
NOVA Chemicals maintains a derivatives program to manage risk associated
with its feedstock purchases. In the third quarter of 2007, NOVA
Chemicals recorded a net after-tax loss of $3 million on realized
positions compared to a net after-tax gain of $3 million in the second
quarter.
Mark-to-market adjustments, related to the change in the value of open
feedstock positions, are recorded as part of Corporate results until the
positions are realized. Once realized, any income effects are recorded
in business results. See page 12 for more details.
FIFO Impact
NOVA Chemicals uses the first-in, first-out (FIFO) method of valuing
inventory. Most of NOVA Chemicals’
competitors use the last-in, first-out (LIFO) method. Because NOVA
Chemicals uses FIFO, a portion of the second quarter 2007 feedstock
purchases flowed through the Consolidated Statements of Net Income
(Loss) in the third quarter of 2007.
NOVA Chemicals estimates that earnings would have been about $17 million
lower (after-tax) in the third quarter had it used the LIFO method of
accounting. The FIFO impact was due primarily to a sharp increase in
crude oil feedstock costs in September, partially offset by a sharp
decrease in benzene prices.
NOVA Chemicals’ share price on the New York
Stock Exchange (NYSE) rose to $38.60 at Sep. 30, 2007 from $35.57 at
June 30, 2007. NOVA Chemicals’ share value
increased 9% for the quarter ending Sep. 30, 2007 on the NYSE and 1% on
the Toronto Stock Exchange (TSX). Peer chemical companies’
share values increased 5% on average and the S&P Chemicals Index
increased 8%. The S&P/TSX Composite Index was up 1% and the S&P 500 was
up 2% in the third quarter of 2007 compared to the second quarter of
2007. As of Oct. 23, 2007, NOVA Chemicals’
share price was $38.71, the same as Sep. 30, 2007. The S&P Chemicals
Index was flat during the same period.
In the third quarter, approximately 42% of trading in NOVA Chemicals’
shares took place on the TSX and 58% of trading took place on the NYSE
and other U.S. markets.
Third Quarter Trading Volumes
Millions of Shares
% of Float
% of Trading
Toronto Stock Exchange
31.1
38
%
42
%
Consolidated U.S. Trading Volumes
43.4
52
%
58
%
Total
74.5
90
%
100
%
INVESTOR INFORMATION
For inquiries on stock-related matters including dividend
payments, stock transfers and address changes, contact NOVA
Chemicals toll-free at 1-800-661-8686 or e-mail to shareholders@novachem.com
Contact Information
Phone: (403) 750-3600 (Canada) or (412) 490-4000 (United States)
Internet: www.novachemicals.com
E-Mail: invest@novachem.com
NOVA Chemicals Corporation
1000 Seventh Avenue S.W., P.O. Box 2518
Calgary, Alberta, Canada T2P 5C6
If you would like to receive a shareholder information package,
please contact us at (403) 750-3600 or (412) 490-4000 or via
e-mail at publications@novachem.com
We file additional information relating to NOVA Chemicals, including
our Annual Information Form, with Canadian securities
administrators. This information can be accessed through the System
for Electronic Document Analysis and Retrieval (SEDAR), at www.sedar.com.
This same information is filed with the U.S. Securities and Exchange
Commission and can be accessed via their Electronic Data Gathering
Analysis and Retrieval System (EDGAR) at www.sec.gov/edgar.shtml Transfer Agent and Registrar
CIBC Mellon Trust Company
600 The Dome Tower, 333 Seventh Avenue S.W.
Calgary, Alberta, Canada T2P 2Z1
Phone:
(403) 232-2400 / 1-800-387-0825
Fax:
(403) 264-2100
Internet:
www.cibcmellon.com
Share Information
NOVA Chemicals’ trading symbol on the
New York and Toronto Stock Exchanges is NCX.
Advanced SCLAIRTECHTM is a trademark of NOVA
Chemicals.
ARCEL® and DYLARK®
are registered trademarks of NOVA Chemicals Inc.
COSMOTM is a trademark of NOVA Chemicals Inc.
NAS® and ZYLAR®
are registered trademarks of INEOS NOVA.
SCLAIR® is a
registered trademark of NOVA Chemicals Corporation in Canada and of NOVA
Chemicals (International) S.A. elsewhere; authorized use/utilisation
autorissée.
SURPASS® is a
registered trademark of NOVA Chemicals Corporation in Canada and of NOVA
Chemicals (International) S.A. elsewhere.
CHANGES IN NET INCOME (LOSS)
(millions of U.S. dollars)
Q3 2007 Compared to First Nine Months 2007 Compared to First Nine Q2 2007
Q3 2006 Months 2006
Higher operating margin (1)
$ 9
$ 30
$ 101
(Higher) lower research and development
(1
)
-
1
Lower selling, general and administrative
23
24
18
Lower restructuring charges
10
109
115
(Higher) lower depreciation and amortization
(3
)
12
47
Higher interest expense
(6
)
(4
)
(5
)
Higher other gains and losses
2
2
-
Higher income tax expense
(17
)
(52
)
(134
)
Increase in net income (loss)
$ 17
$ 121
$ 143
(1) Operating margin equals revenue less feedstock and operating
costs.
Operating margins in the third quarter of 2007 were $9 million higher
than second quarter primarily due to margin expansion in ethylene and
polyethylene.
Selling, general and administrative (SG&A) costs in the third quarter
were $23 million and $24 million, respectively, lower than the second
quarter of 2007 and the third quarter of 2006 and the SG&A costs in the
first nine months of 2007 were $18 million lower than the first nine
months of 2006. The decrease in SG&A was related to a combination of
factors: one-time curtailment/special termination benefits of $4 million
as a result of pension plan amendments (see Note 2 on page 26); lower
actual versus estimated benefit costs of $4 million; restructuring
savings of $3 million; a reduction of insurance costs of approximately
$3 million; and a reduction in pension accruals of $2 million.
Refer to Note 3 on page 27 for details related to the restructuring
charges.
Depreciation and amortization in the third quarter of 2007 was $3
million higher than the second quarter of 2007 primarily due to the
completion of a turnaround at Joffre’s
second ethylene plant in June 2007 and foreign currency impact.
Depreciation and amortization in the third quarter of 2007 and the first
nine months of 2007 was $12 million and $47 million, respectively, lower
than the comparable three and nine-month periods in 2006 as a result of
writing down the STYRENIX assets in late 2006 in connection with NOVA
Chemicals’ restructuring actions.
Interest expense in the third quarter of 2007 was $6 million and $4
million higher compared to the second quarter of 2007 and the third
quarter of 2006, respectively, and interest expense was $5 million
higher for the first nine months of 2007 compared with the first nine
months of 2006. The increase in interest expense relates to the increase
in the use of the revolving credit facilities and the increase in the
LIBOR rate.
The increase in income tax expense in the third quarter of 2007 compared
to the second quarter of 2007 and the third quarter of 2006 relates to
the increase in income and an increase in the valuation allowance.
Higher income tax expense for the nine month period ended Sep. 30, 2007
compared to the nine month period ended Sep. 30, 2006 is due to the
following: an income tax benefit of $60 million recorded in the second
quarter of 2006 to reflect the Canadian federal and Alberta provincial
income tax rate reductions, partially offset by tax rate reductions of
$12 million in 2007; an increase in income; and an increase in the
valuation allowance.
Supplemental Measures
In addition to providing measures in accordance with Canadian Generally
Accepted Accounting Principles (GAAP), NOVA Chemicals presents certain
supplemental measures as follows:
Adjusted EBITDA – This measure, defined on
page 2, is provided to assist investors in determining the ability of
NOVA Chemicals to generate cash from operations.
After-tax return on capital employed –
defined on page 3.
Average capital employed – defined on page
3.
Cash Flow Cycle Time – This measures
working capital from operations (excluding the European Joint Venture)
in terms of the number of day’s sales,
calculated as working capital from operations divided by average daily
sales. This metric helps to determine which portion of changes in
working capital results from factors other than price movements. See
page 14.
EBITDA – This measure, defined on page 5,
is provided to assist investors in determining the ability of NOVA
Chemicals to generate cash from operations.
EBITDA from the Businesses – This measure,
defined on page 2, highlights the ongoing performance of the business
units without considering one-time charges, events or other items
which are not driven by the business units.
Funds from operations – See Funds Flow and
Changes in Cash and Debt on page 14 for a reconciliation to operating
income.
Net current debt – defined on page 13.
Net debt to total capitalization – defined
on page 13.
Total capitalization – defined on page 13.
These measures do not have any standardized meaning prescribed by GAAP
and are therefore unlikely to be comparable to similar measures
presented by other companies.
Forward-Looking Information This news release contains forward-looking statements with respect to
NOVA Chemicals, its subsidiaries and affiliated companies. By
their nature, forward-looking statements require NOVA Chemicals to make
assumptions and are subject to inherent risks and uncertainties. There
is significant risk that predictions, forecasts, conclusions and
projections will not prove to be accurate, that NOVA Chemicals’
assumptions may not be correct and that actual results may differ
materially from such predictions, forecasts, conclusions or projections. Forward-looking statements for the time periods beyond 2007 involve
longer-term assumptions and estimates than forward-looking statements
for 2007 and are consequently subject to greater uncertainty. NOVA
Chemicals cautions readers of this news release not to place undue
reliance on its forward-looking statements as a number of factors could
cause actual results, conditions, actions or events to differ materials
from the targets, expectations, estimates or intentions expressed in the
forward-looking statements. The words "believe”,
"expect”, "plan”,
"intend”, "estimate”,
or "anticipate”
and similar expressions, as well as future or conditional verbs such as "will”,
"should”, "would”,
and "could”
often identify forward-looking statements. Specific forward-looking
statements contained in this news release include, among others,
statements regarding: NOVA Chemicals’
beliefs that very strong conditions for its Olefins/Polyolefins business
will continue into the fourth quarter and beyond; NOVA Chemicals’
expectations and beliefs with respect to its expanded joint venture with
INEOS, including (i) the belief that the combination of the formation of
the expanded joint venture and the agreement with Sterling, assuming
regulatory approval is obtained, creates a strong foundation for further
cost reductions in NOVA Chemicals’ styrenics
business, (ii) the expectation that the expanded joint venture will have
annual revenues of approximately $3.8 billion, and (iii) the initial
target of $80 million per year of additional cost reductions and EBITDA
improvement, including $30 million of increased annual EBITDA due to
increased sales and lower operating costs by shifting Sterling’s
production to the more efficient joint venture styrene monomer sites;
NOVA Chemicals’ expectation that market
conditions in Europe will return from a weak summer holiday period; NOVA
Chemicals’ expectation that profitable
export opportunities for polyethylene will continue in the fourth
quarter; and NOVA Chemicals’ expectation
that sales of high value rotational molding grades will continue to grow
rapidly. With respect to forward-looking statements contained in this
news release, NOVA Chemicals has made assumptions regarding, among other
things: future oil, natural gas and benzene prices; its ability to
obtain raw materials; its ability to market products successfully to its
anticipated customers; the impact of increasing competition; and its
ability to obtain financing on acceptable terms. Some of the risks that
could affect NOVA Chemicals’ future results
and could cause results to differ materially from those expressed in the
forward-looking statements include: commodity chemicals price levels
(which depend, among other things, on supply and demand for these
products, capacity utilization and substitution rates between these
products and competing products); feedstock availability and prices;
operating costs; terms and availability of financing; technology
developments; currency exchange rate fluctuations; starting up and
operating facilities using new technology; realizing synergy and cost
savings targets; NOVA Chemicals’ ability to
implement its business strategies; meeting time and budget targets for
significant capital investments; avoiding unplanned facility shutdowns;
safety, health, and environmental risks associated with the operation of
chemical plants and marketing of chemical products, including
transportation of these products; public perception of chemicals and
chemical end-use products; the impact of competition; changes in
customer demand, including customer acceptance of NOVA Chemicals’
Performance Products; changes in, or the introduction of new laws and
regulations relating to NOVA Chemicals’
business, including environmental, competition and employment laws; loss
of the services of any of NOVA Chemicals’
executive officers; uncertainties associated with the North American,
South American, European, and Asian economies, terrorist attacks, severe
weather events, and other risks detailed from time to time in the
publicly filed disclosure documents and securities commission reports of
NOVA Chemicals and its subsidiaries or affiliated companies. Implementation of announced price increases depends on many factors,
including market conditions, the supply/demand balance for each
particular product and feedstock costs. Price increases have
varying degrees of success. They are typically phased in and can
differ by product or market. There can be no assurances that any
announced price increases will be successful or will be realized within
the anticipated time frame. In addition, benchmark price indices
sometimes lag price increase announcements due to the timing of
publication. NOVA Chemicals’ forward-looking
statements are expressly qualified in their entirety by this cautionary
statement. In addition, the forward-looking statements are made
only as of the date of this news release, and except as required by
applicable law, NOVA Chemicals undertakes no obligation to publicly
update these forward-looking statements to reflect new information,
subsequent events or otherwise. Summary Quarterly Financial Information
(millions of U.S. Dollars, except per share amounts)
Three Months Ended 2007
2006
2005 Sep. 30
June 30
Mar. 31 Dec. 31
Sep. 30(restated –see
Note 1)
June 30(restated –see
Note 1)
Mar. 31(restated –see
Note 1)
Dec. 31
(restated –see Note 1)
Revenue
$ 1,755
$ 1,676
1,506
1,635
1,712
1,619
1,553
1,433
Operating income (loss)
$ 188
$ 150
101
(837
)
13
107
37
(76
)
Net income (loss)
$ 97
$ 80
44
$ (781
)
(24
)
106
(4
)
(66
)
Earnings (loss) per share
- basic
$ 1.17
$ 0.97
0.53
(9.46
)
(0.29
)
1.28
(0.05
)
(0.80
)
- diluted
$ 1.16
$ 0.96
0.53
(9.46
)
(0.29
)
1.27
(0.05
)
(0.80
)
Weighted-average common shares outstanding (millions)
- basic
83.0
82.9
82.7
82.6
82.6
82.5
82.5
82.4
- diluted
83.8
83.7
83.5
82.6
82.6
83.2
82.5
82.4
CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Net Income (Loss) (unaudited, millions of U.S. dollars, except per share
amounts)
Three Months Ended Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006
(restated –see Note 1)
(restated –see Note 1)
Revenue
$ 1,755
$ 1,676
$ 1,712
$ 4,937
$ 4,884
Feedstock and operating costs
1,461
1,391
1,448
4,133
4,181
Research and development
13
12
13
37
38
Selling, general and administrative
30
53
54
141
159
Restructuring charges (Note 3)
-
10
109
10
125
Depreciation and amortization
63
60
75
177
224
1,567
1,526
1,699
4,498
4,727
Operating income
188
150
13
439
157
Interest expense (net) (Note 4)
(47
)
(41
)
(43
)
(130
)
(125
)
Other gains and losses (net)
1
(1
)
(1
)
1
1
(46
)
(42
)
(44
)
(129
)
(124
)
Income (loss) before income taxes
142
108
(31
)
310
33
Income tax expense (recovery) (Note 5)
45
28
(7
)
89
(45
)
Net income (loss)
$ 97
$ 80
$ (24
)
$ 221
$ 78
Earnings (loss) per share (Note 6)
- basic
$ 1.17
$ 0.97
$ (0.29
)
$ 2.67
$ 0.95
- diluted
$ 1.16
$ 0.96
$ (0.29
)
$ 2.65
$ 0.94
Notes to the Consolidated Financial Statements appear on pages 24 to 33.
Consolidated Statements of Comprehensive Income (Loss)
(unaudited, millions of U.S. dollars)
Three Months Ended Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006
(restated –see Note 7)
Net income (loss)
$ 97
$ 80
$ (24
)
$ 221
$ 78
Other comprehensive income (loss):
Unrealized loss on available for sale
securities, net of tax
(1
)
-
-
(1
)
-
Unrealized gain on translation of self-sustaining foreign operations
91
93
17
210
90
Comprehensive income (loss)
$ 187
$ 173
$ (7
)
$ 430
$ 168
Consolidated Balance Sheets
(unaudited, millions of U.S. dollars)
Sep. 30, 2007 Dec. 31, 2006 Assets
Current assets
Cash and cash equivalents
$ 121
$ 53
Restricted cash and other assets
69
72
Accounts receivable
587
496
Inventories
841
669
1,618
1,290
Investments and other assets
108
113
Property, plant and equipment, net
3,057
2,719
$ 4,783
$ 4,122
Liabilities and Shareholders’ Equity
Current liabilities
Bank loans
$ 2
$ 1
Accounts payable and accrued liabilities
906
926
Long-term debt due within one year
312
262
1,220
1,189
Long-term debt
1,656
1,582
Future income taxes
602
435
Deferred credits and long-term liabilities
344
370
3,822
3,576
Shareholders’ equity
Common shares
505
497
Contributed surplus
26
25
Accumulated other comprehensive income
587
378
Deficit
(157
)
(354
)
961
546
$ 4,783
$ 4,122
Notes to the Consolidated Financial Statements appear on pages 24 to 33.
Consolidated Statements of Cash Flows
(unaudited, millions of U.S. dollars)
Three Months Ended Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006 Operating activities
(restated –see Note 1)
(restated –see Note 1)
Net income (loss)
$ 97
$ 80
$ (24
)
$ 221
$ 78
Depreciation and amortization
63
60
75
177
224
Future income tax expense (recovery)
34
18
(34
)
43
(134
)
Unrealized (gain) loss on derivatives
(9
)
1
17
(34
)
29
Other (gains) losses
(1
)
1
1
(1
)
(1
)
Stock option expense
2
-
1
2
8
Asset write-downs
-
-
47
-
47
Changes in non-cash working capital
(178
)
(37
)
(7
)
(247
)
(42
)
Changes in operating non-current assets and liabilities
(23
)
(8
)
(50
)
(37
)
41
Cash flow (used in) from operating
activities
(15
)
115
26
124
250
Investing activities
Proceeds on asset sales and other capital transactions
1
-
-
2
2
Property, plant and equipment additions
(35
)
(24
)
(47
)
(96
)
(152
)
Turnaround costs, long-term investments and other assets
(9
)
(27
)
(18
)
(39
)
(38
)
Cash flow used in investing activities
(43
)
(51
)
(65
)
(133
)
(188
)
Financing activities
Increase in current bank loans
-
-
1
-
-
Long-term debt additions
-
-
-
-
4
Long-term debt repayments
(1
)
(7
)
(2
)
(12
)
(304
)
Long-term debt –increase (decrease) in
revolving debt
76
(26
)
65
107
203
Options retired for cash
(1
)
(2
)
(1
)
(3
)
(1
)
Common shares issued
4
1
-
8
2
Common share dividends
(8
)
(8
)
(7
)
(23
)
(22
)
Cash flow from (used in) financing
activities
70
(42
)
56
77
(118
)
Increase (decrease) in cash and cash equivalents
12
22
17
68
(56
)
Cash and cash equivalents, beginning of period
109
87
93
53
166
Cash and cash equivalents, end of period
$ 121
$ 109
$ 110
$ 121
$ 110
Cash tax payments
$ 16
$ 30
$ 30
$ 55
$ 41
Cash interest payments
$ 48
$ 38
$ 44
$ 130
$ 128
Notes to the Consolidated Financial Statements appear on pages 24 to 33.
Consolidated Statements of Changes in Shareholders' Equity
(unaudited, millions of U.S. dollars, except number of
shares)
AccumulatedOther Reinvested Common Shares Contributed Comprehensive Earnings Shares
Amount Surplus Income (Deficit) Total
Balance at Dec. 31, 2005
82,364,899
$ 494
$ 16
$ 324
$ 381
$ 1,215
Net loss
-
-
-
-
(4
)
(4
)
Other comprehensive income
Unrealized gain on translation of self-sustaining foreign
operations
-
-
-
7
-
7
Comprehensive income
3
Issued for cash on exercise of stock options
176,045
2
-
-
-
2
Stock option compensation cost
-
-
7
-
-
7
Common share dividends
-
-
-
-
(7
)
(7
)
Stock options retired for cash
-
-
-
-
(1
)
(1
)
Balance at Mar. 31, 2006
82,540,944
$ 496
$ 23
$ 331
$ 369
$ 1,219
Net income
-
-
-
-
106
106
Other comprehensive income
Unrealized gain on translation of self-sustaining foreign
operations
-
-
-
66
-
66
Comprehensive income
172
Issued for cash on exercise of stock options
8,750
1
-
-
-
1
Stock option compensation cost
-
-
1
-
-
1
Common share dividends
-
-
-
-
(8
)
(8
)
Balance at June 30, 2006
82,549,694
$ 497
$ 24
$ 397
$ 467
$ 1,385
Net loss
-
-
-
-
(24
)
(24
)
Other comprehensive income
Unrealized gain on translation of self-sustaining foreign
operations
-
-
-
17
-
17
Comprehensive loss
(7
)
Issued for cash on exercise of stock options
3,662
-
-
-
-
-
Common share dividends
-
-
-
-
(7
)
(7
)
Stock options retired for cash
-
-
-
-
(1
)
(1
)
Balance at Sep. 30, 2006
82,553,356
$ 497
$ 24
$ 414
$ 435
$ 1,370
Notes to the Consolidated Financial Statements appear on pages 24 to 33.
Accumulated Other
Reinvested
Common Shares Contributed Comprehensive Earnings Shares
Amount Surplus Income (Deficit) Total
(restated –
see Note 7)
(restated –
see Note 7)
Balance at Dec. 31, 2006
82,561,272
$ 497
$ 25
$ 378
$ (354
)
$ 546
Net income
-
-
-
-
44
44
Other comprehensive income
Unrealized gain ontranslation ofself-sustaining foreignoperations
-
-
-
26
-
26
Comprehensive income
70
Issued for cash on exercise of stock options
187,620
3
-
-
-
3
Stock option compensation cost
-
-
2
-
-
2
Common share dividends
-
-
-
-
(7
)
(7
)
Balance at Mar. 31, 2007
82,748,892
$ 500
$ 27
$ 404
$ (317
)
$ 614
Net income
-
-
-
-
80
80
Other comprehensive income
Unrealized gain ontranslation ofself-sustaining foreignoperations
-
-
-
93
-
93
Comprehensive income
173
Issued for cash on exercise of stock options
112,781
1
-
-
-
1
Stock option compensation cost
-
-
(1
)
-
-
(1
)
Common share dividends
-
-
-
-
(8
)
(8
)
Stock options retired for cash
-
-
-
-
(1
)
(1
)
Balance at June 30, 2007
82,861,673
$ 501
$ 26
$ 497
$ (246
)
$ 778
Net income
-
-
-
-
97
97
Other comprehensive income
(loss)
Unrealized loss onavailable for salesecurities
-
-
-
(1
)
-
(1
)
Unrealized gain ontranslation ofself-sustaining foreignoperations
-
-
-
91
-
91
Comprehensive income
187
Issued for cash on exercise of stock options
189,316
4
-
-
-
4
Common share dividends
-
-
-
-
(8
)
(8
)
Balance at Sep. 30, 2007
83,050,989
$ 505
$ 26
$ 587(1
)
$ (157
)
$ 961
(1) The accumulated other comprehensive income
as of Sep. 30, 2007 includes $1 million of unrealized loss on available
for sale securities. The remaining balance as of Sep. 30, 2007 and the
balance for all prior periods is comprised solely of foreign currency
translation adjustments.
Notes to the Consolidated Financial Statements appear on pages 24 to 33.
Notes to Consolidated Financial Statements
(unaudited, millions of U.S. dollars, except per share amounts
and unless otherwise noted)
These interim Consolidated Financial Statements do not include all of
the disclosures included in NOVA Chemicals’
annual Consolidated Financial Statements. Accordingly, these interim
Consolidated Financial Statements should be read in conjunction with the
Consolidated Financial Statements for the year ended Dec. 31, 2006.
1. Significant Accounting Policies
These interim Consolidated Financial Statements have been prepared in
accordance with Canadian GAAP, using the same accounting policies as set
out in Note 2 to the Consolidated Financial Statements for the year
ended Dec. 31, 2006 on pages 80 to 84 of the 2006 Annual Report, except
as follows.
On Jan. 1, 2007, NOVA Chemicals adopted the Canadian Institute of
Chartered Accountants (CICA) Handbook Section 1506, Accounting Changes.
CICA Section 1506 provides that an entity is permitted to change
accounting policies only when it is required by a primary source of
GAAP, or when the change results in a reliable and more relevant
presentation in the financial statements. This new standard applies to
fiscal years beginning on or after Jan. 1, 2007.
On Jan. 1, 2007, NOVA Chemicals adopted CICA Section 3855, Financial
Instruments – Recognition and Measurement;
Section 3865, Hedges; Section 1530, Comprehensive Income;
Section 3251, Equity. These new standards apply to fiscal years
beginning on or after Oct. 1, 2006. In addition, NOVA Chemicals has
adopted the related disclosure and presentation changes as contained in
the existing CICA Section 3861, Financial Instruments –
Disclosure and Presentation.
CICA Section 3855 establishes standards for recognizing and measuring
financial assets, financial liabilities and non-financial derivatives.
Under CICA Section 3855, all financial assets must be classified as
either held-for-trading, available for sale, held to maturity
investments or loans and receivables. All financial liabilities must be
classified as held-for-trading or other financial liabilities. All
financial instruments, including derivatives, are included on the
Consolidated Balance Sheets and are measured at fair value, except for
held to maturity investments, loans and receivables and other financial
liabilities, which are measured at amortized cost. Subsequent
measurement and recognition of changes in fair value depend on the
instrument’s initial classification.
Held-for-trading financial instruments are measured at fair value and
all gains and losses are included in net income (loss) in the period in
which they arise. Available for sale financial instruments are measured
at fair value, determined by published market prices in an active
market, except for investments in equity instruments that do not have
quoted market prices in an active market which are measured at cost.
Changes in fair value are recorded in other comprehensive income (loss)
until the assets are removed from the balance sheet. Investments
classified as available for sale are written down to fair value through
income whenever it is necessary to reflect other-than-temporary
impairment. Realized gains and losses on the disposal of available for
sale securities, are recognized in other gains and losses. Also,
transaction costs related to all financial assets and liabilities are
added to the acquisition or issue cost, unless the financial instrument
is classified as held-for-trading, in which case the transaction costs
are recognized immediately in net income (loss).
CICA Section 3855 also requires financial and non-financial derivative
instruments to be measured at fair value and recorded as either assets
or liabilities, with the exception of non-financial derivative contracts
that were entered into and continue to be held for the purpose of
receipt or delivery of a non-financial item in accordance with NOVA
Chemicals’ expected purchase, sale or usage
requirements. Certain derivatives embedded in non-derivative contracts
must also be measured at fair value. Any changes in the fair value of
recognized derivatives are included in net income (loss) in the period
in which they arise, unless specific hedge accounting criteria are met,
as defined in CICA Section 3865. As a result, NOVA Chemicals has
reflected an unrealized gain of $9 million ($0.11 gain per share
diluted) and an unrealized loss of $1 million ($0.01 loss per share
diluted) for the periods ended Sep. 30, 2007 and June 30, 2007,
respectively, which is included in feedstock and operating costs on the
Consolidated Statements of Income. Fair values for NOVA Chemicals’
recognized commodity-based derivatives are based on the forward prices
of the associated market index. No non-financial derivatives have been
recognized as a result of the application of this standard, as all of
NOVA Chemicals’ non-financial derivative
contracts have been designated and documented as meeting NOVA Chemicals’
expected purchase, sale or usage requirements.
As a result of the adoption of CICA Section 3855, NOVA Chemicals has
classified, at Sep. 30, 2007 and Jan. 1, 2007, its financial instruments
as follows: cash and cash equivalents, derivative instruments (included
in Accounts receivables, Investments and other assets and Deferred
credits and long-term liabilities on the Consolidated Balance Sheets) as
held-for-trading; trade accounts receivable, advances receivable from
affiliates and other receivables (included in Accounts receivable on the
Consolidated Balance Sheets) and Restricted cash and other assets as
loans and receivables; investments in non-affiliated entities (included
in Investments and other assets on the Consolidated Balance Sheets) as
available for sale; and trade accounts payable, other accounts payable,
certain accrued liabilities (included in Accounts payable and accrued
liabilities on the Consolidated Balance Sheets); bank loans (line of
credit); long-term liabilities (included in Deferred credits and
long-term liabilities on the Consolidated Balance Sheets); and long-term
debt as other financial liabilities.
Under CICA Section 3855, long-term debt is required to be initially
measured at fair value and subsequently measured at amortized cost. As a
result, certain deferred debt discount and issuance costs that were
previously reported in Restricted cash and other assets and Investments
and other assets on the Consolidated Balance Sheets have been
reclassified, on a prospective basis, and are now reported as a
reduction of the respective debt obligations. In total, $17 million was
reclassified in the first quarter of 2007.
As noted above, investments in non-affiliated entities classified as
available for sale are now measured at fair market value. Previously,
these investments were measured at cost. On Jan. 1, 2007, the impact of
this change was not material to the Consolidated Financial Statements.
During the three-month period ending Sep. 30, 2007, the change in fair
value of these investments resulted in a loss of $1 million, net of tax,
was recorded in Other comprehensive income in the Consolidated
Statements of Changes in Shareholders’
Equity. During the three-month period ending June 30, 2007, the change
in fair value of these investments was not material to the Consolidated
Financial Statements. NOVA Chemicals’
investments in non-affiliated entities that do not have a quoted market
price in an active market are measured at cost. As of Sep. 30, 2007 and
Jan. 1, 2007 these investments totaled $12 million and $13 million,
respectively.
The recommendations of CICA Section 3865, Hedges, replaces and
expands the guidance in CICA Accounting Guideline 13 (AcG-13), Hedging
Relationships and the hedging guidance in CICA Section 1650, Foreign
Currency Translation. CICA Section 3865 establishes standards for
when and how hedge accounting may be applied as well as related
disclosure requirements. Hedge accounting ensures the recording, in the
same period, of counterbalancing gains, losses, revenues and expenses
from designated derivative financial instruments as those related to the
hedged item. NOVA Chemicals evaluated the impact of CICA Section 3865 on
its Consolidated Financial Statements, at Jan. 1, 2007, and determined
that a gain on settlement of a derivative instrument that was previously
designated as a hedge and deferred on the Consolidated Balance Sheets
should now be reported as an adjustment of the previously hedged
long-term debt instrument. As such, the deferred gain of $4 million was
reclassified, on a prospective basis, from Accounts payable and accrued
liabilities and Deferred credits and long-term liabilities to Long-term
debt.
CICA Section 1530, Comprehensive Income, establishes standards
for reporting and presentation of comprehensive income (loss), which is
defined as the change in equity from transactions and other events and
circumstances from non-owner sources. As a result of adopting CICA
Section 1530, two new statements, Consolidated Statements of Changes in
Shareholders’ Equity and Consolidated
Statements of Comprehensive Income (Loss) have been presented.
Comprehensive income (loss) is composed of NOVA Chemicals’
net income (loss) and other comprehensive income (loss). Other
comprehensive income (loss) includes unrealized gains (losses) on
available for sale financial assets, foreign currency translation gains
(losses) on the net investment in self-sustaining foreign operations and
changes in the fair market value of derivative instruments designated as
cash flow hedges, all net of income taxes. The components of
comprehensive income (loss) are disclosed in the Consolidated Statements
of Changes in Shareholders’ Equity. As a
result of the adoption of CICA Section 1530, the cumulative translation
adjustment, formerly presented as a separate line item as part of
Shareholders’ equity in the Consolidated
Balance Sheets, of $378 million as of Dec. 31, 2006 was reclassified to
Accumulated other comprehensive income.
CICA Section 3251, Equity, establishes standards for the
presentation of equity and changes in equity during the reporting
periods. The requirements under this Section have been effected in the
presentation of the Consolidated Statements of Changes in Shareholders’
Equity.
In the first quarter of 2007, NOVA Chemicals changed its accounting for
its interest in the European accounts receivable securitization program,
undertaken by the European Joint Venture. Accounts receivable
securitization transactions are recorded as sales of assets based on the
transfer of control to the purchaser as opposed to financing.
Certain comparative figures have been restated to conform to the current
periods’ presentation. In particular,
Canadian GAAP implemented EIC (Emerging Issues Committee) 162, Stock-Based
Compensation for Employees Eligible to Retire Before the Vesting Date,
which resulted in the acceleration of the recognition of compensation
cost for stock-based awards based on employees’
retirement eligibility at the date of the grant. This standard became
effective for NOVA Chemicals in the fourth quarter of 2006 and was
applied retroactively, with restatement of prior periods, as required by
EIC 162. The impact to net income (loss) for the three months and nine
months ended Sep. 30, 2006 was a $1 million loss ($0.01 per share) and a
$nil million loss ($0.00 per share), respectively.
2. Pensions and Other Post-Retirement Benefits
Components of Net Periodic Benefit Cost for
Defined Benefit Plans
Three Months Ended Sep. 30, 2007
June 30, 2007
Sep. 30, 2006
Pension
Benefits
Other
Benefits
Pension
Benefits
Other
Benefits
Pension
Benefits
Other
Benefits
Current service cost
$ 2
$ 1
$ 7
$ -
$ 7
$ 1
Interest cost on projected benefit obligations
11
1
11
1
9
1
Actual gain on plan assets
(13
)
-
(13
)
-
(9
)
-
Actuarial loss on accrued obligation
-
-
-
1
-
-
Costs arising in the period
-
2
5
2
7
2
Differences between costs arising in the period and costs
recognized in the period in respect of the long-term nature of
employee future benefit costs:
Transitional assets (liabilities)
(1
)
1
(1
)
-
(1
)
-
Actuarial loss
2
-
2
-
2
-
Net defined benefit cost recognized
1
3
6
2
8
$ 2
Curtailment / special termination (benefit) charge
(4
)
-
-
-
5
4
Total defined benefit (income) cost recognized
$ (3
)
$ 3
$ 6
$ 2
$ 13
$ 6
Nine Months Ended Sep. 30, 2007
Sep. 30, 2006
Pension
Benefits
Other
Benefits
Pension
Benefits
Other
Benefits
Current service cost
$ 17
$ 2
$ 21
$ 4
Interest cost on projected benefit Obligations
32
3
27
3
Actual gain on plan assets
(39
)
-
(27
)
-
Actuarial loss on accrued obligation
2
1
-
-
Costs arising in the period
12
6
21
7
Differences between costs arising in the period and costs
recognized in the period in respect of the long-term nature of
employee future benefit costs:
Transitional assets (liabilities)
(3
)
1
(3
)
-
Actuarial loss
4
-
6
-
Net defined benefit cost recognized
13
7
24
7
Curtailment / special termination (benefit) charge
(4
)
-
5
4
Total defined benefit (income) cost recognized
$ 9
$ 7
$ 29
$ 11
The expected long-term rate of a return on plan assets is 7.5% compared
to 7.4% in the prior year.
On September 28, 2007, NOVA amended certain defined benefit pension
plans. The amendments provided for benefits to be frozen as of January
1, 2008 and provide transition relief to plan participants meeting
certain age and service requirements. At the same time NOVA also
enhanced benefits under one of its defined contribution plans.
The restructuring that occurred in 2007 and the defined benefit pension
plan amendments described above triggered one or more of the following
charges (benefits) in the third quarter of 2007: a curtailment charge
(benefit), a special termination charge or a settlement charge. A
curtailment charge (benefit) results from either the termination of
employment earlier than previously assumed or the significant reduction
in future benefit accruals. A special termination charge results from
enhancements provided under the voluntary programs (e.g., additional
years of age, service). A settlement charge results when total lump sum
benefits paid during a given year exceed a certain threshold. In the
third quarter of 2006, the North American restructuring triggered one
ore more of the aforementioned charges (benefits). The impact of these
changes are reflected in the table above.
Employer Contributions
NOVA Chemicals contributed $22 million, $7 million and $28 million
during the quarters ended Sep. 30, 2007, June 30, 2007, and Sep. 30,
2006, respectively, to its defined benefit pension plans. NOVA Chemicals
contributed $2 million for each of the quarters ended Sep. 30, 2007,
June 30, 2007, and Sep. 30, 2006 to its defined contribution plans. NOVA
Chemicals contributed $43 million and $50 million during the nine months
ended Sep. 30, 2007 and Sep. 30, 2006, respectively, to its defined
benefit pension plans. NOVA Chemicals contributed $6 million during each
of the nine month periods ended Sep. 30, 2007 and Sep. 30, 2006 to its
defined contribution plans.
3. Restructuring Charges
There were no restructuring charges in the third quarter of 2007.
In the second quarter of 2007, NOVA Chemicals accrued $7 million ($7
million after-tax – see Note 5 below) of
restructuring costs related to the May 31, 2007 announcement of the
elimination of approximately 90 positions in the U.S. and Europe. To
date, $2 million of the severance costs has been paid to employees. In
addition, NOVA Chemicals accrued $3 million ($2 million after-tax) of
restructuring costs related to additional actions taken in the European
Joint Venture.
In the third quarter of 2006, NOVA Chemicals accrued $53 million
before-tax ($33 million after-tax) for severance, pension and other
employee related costs related to the restructuring of its North
American operations to better align resources and reduce costs. To date,
$28 million has been paid to employees. In addition, NOVA Chemicals
incurred a charge of $56 million before-tax ($46 million after-tax)
primarily related to the write-down of the Carrington, UK, solid PS
facility following the announcement to permanently close that site.
In the second quarter of 2006, NOVA Chemicals accrued $1 million of
additional restructuring costs related to the rationalization activities
commenced in 2005 in its European Joint Venture.
In the first quarter of 2006, NOVA Chemicals included in the
restructuring charges severance costs of $15 million ($10 million
after-tax) related to the Chesapeake, VA closure. To date, $6 million of
the severance costs has been paid to employees.
4. Interest Expense
Components of interest expense
Three Months Ended
Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006
Interest on long-term debt
$ 36
$ 34
$ 35
$ 105
$ 110
Interest on securitizations and other
13
10
10
32
21
Gross interest expense
49
44
45
137
131
Interest capitalized during plant construction
-
-
(1
)
(1
)
(2
)
Interest income
(2
)
(3
)
(1
)
(6
)
(4
)
Interest expense (net)
$ 47
$ 41
$ 43
$ 130
$ 125
5. Income Taxes Three Months Ended
Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006
Income (loss) before income taxes
$ 142
$ 108
$ (31
)
$ 310
$ 33
Statutory income tax rate
32.12
%
32.12
%
32.49
%
32.12
%
32.49
%
Computed income tax expense (recovery)
$ 46
$ 35
$ (10
)
$ 100
$ 11
(Decrease) increase in taxes resulting from:
Tax benefit of rate reductions (1)
(6
)
(6
)
-
(12
)
(60
)
Foreign tax rates
(5
)
(4
)
(4
)
(13
)
(7
)
Tax benefits not recognized(2)
10
4
6
14
6
Other
-
(1
)
1
-
5
Income tax expense (recovery)
$ 45
$ 28
$ (7
)
$ 89
$ (45
)
(1) In the second quarter of 2007, the Canadian federal government
reduced the general income tax rate from 19% to 18.5% effective
January 1, 2011. As a result, future tax liabilities were reduced by
$12 million. In the second quarter of 2006, future tax liabilities
were reduced by $60 million as a result of the enactment of Canadian
federal and Alberta provincial income tax rate reductions. The
benefits that result from these periodic revisions are recorded as
reductions in income tax expense in the applicable quarters.
(2) The tax benefits of certain costs have not been recorded due to
uncertainty that tax benefits will be realized prior to the
expiration of the loss carryforwards in the U.S.
6. Earnings (Loss) Per Share
(shares in millions)
Three Months Ended Sep. 30 2007
June 30 2007
Sep. 30 2006
Basic
Diluted
Basic
Diluted
Basic
Diluted
Net income (loss) available to common shareholders
$ 97
$ 97
$ 80
$ 80
$ (24
)
$ (24
)
Weighted average common shares outstanding
83.0
83.0
82.9
82.9
82.6
82.6
Add back effect of dilutive securities: Stock Options
-
0.8
-
0.8
-
-
Weighted-average common share for EPS calculations
83.0
83.8
82.9
83.7
82.6
82.6
Earnings (loss) per share
$ 1.17
$ 1.16
$ 0.97
$ 0.96
$ (0.29
)
$ (0.29
)
No stock options were excluded from the computation of diluted
earnings (loss) per share for the quarters ended Sep. 30, 2007 and
June 30, 2007. 3.4 million stock options were excluded from the
computation of diluted earnings (loss) per share for the quarter
ended Sep. 30, 2006 because they were anti-dilutive. Options become
dilutive when the market price is higher than the strike price and
NOVA Chemicals is profitable. The amount of dilution will vary with
the stock price. As of Sep. 30, 2007, the fully diluted share count
was 83.8 million.
(shares in millions)
Nine Months Ended Sep. 30 2007
Sep. 30 2006
Basic
Diluted
Basic
Diluted
Net income available to common shareholders
$ 221
$ 221
$ 78
$ 78
Weighted average common shares outstanding
82.9
82.9
82.5
82.5
Add back effect of dilutive securities: Stock Options
-
0.7
-
0.8
Weighted-average common share for EPS calculations
82.9
83.6
82.5
83.3
Earnings per share
$ 2.67
$ 2.65
$ 0.95
$ 0.94
7. Second Quarter 2007 Balance Sheet Restatement
A reclassification of book to tax differences on foreign exchange
balances was done in the second quarter of 2007 results to correct a
misclassification in the balance sheet between future income taxes and
accumulated other comprehensive income. $105 million was reclassified
from accumulated other comprehensive income to future income taxes
thereby reducing Shareholders’ equity in the
second quarter of 2007 from that previously reported. There was no
impact on net income, earnings per share or cash in the second or third
quarters as a result of this restatement.
8. Segmented Information
Refer to pages 104 and 105 of the Consolidated Financial Statements for
the year ended Dec. 31, 2006 for the description of each segment and
accounting policies for segment reporting. Beginning in the first
quarter of 2007, NOVA Chemicals no longer allocates interest, taxes or
corporate operating costs to the business segments. Prior period
comparative amounts have been revised to reflect this change.
Mark-to-market adjustments on NOVA Chemicals’
open feedstock derivative positions are recorded as part of Corporate
results until the positions are realized. Once realized, any income
effects are recorded in business results.
The third quarter of 2007 is the last quarter that NOVA Chemicals will
report the results for the styrene monomer, North American Solid
Polystyrene and European Joint Venture segments. Beginning in the fourth
quarter of 2007, NOVA Chemicals will report the results of the INEOS
NOVA Joint Venture which commenced operations on Oct. 1, 2007.
The following tables provide information for each segment.
Three Months Ended
Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006
Revenue
Joffre Olefins
$ 448
$ 425
$ 417
$ 1,284
$ 1,317
Corunna Olefins
595
502
557
1,494
1,482
Polyethylene
519
475
507
1,417
1,467
Performance Styrenics
117
115
111
332
316
Styrene Monomer
468
471
485
1,403
1,363
North American Solid Polystyrene
136
144
140
421
381
European Joint Venture
175
193
179
556
488
Eliminations
(703
)
(649
)
(684
)
(1,970
)
(1,930
)
$ 1,755
$ 1,676
$ 1,712
$ 4,937
$ 4,884
Adjusted EBITDA (1)
Joffre Olefins
$ 172
$ 121
$ 160
$ 400
$ 455
Corunna Olefins
57
58
28
157
89
Polyethylene
60
50
83
132
149
Performance Styrenics
3
(6
)
(2
)
(9
)
(3
)
Styrene Monomer
(22
)
23
5
11
(1
)
North American Solid Polystyrene
(7
)
(7
)
(8
)
(20
)
(21
)
European Joint Venture
1
13
-
29
(7
)
Corporate
(11
)
(31
)
(68
)
(59
)
(142
)
Eliminations
(2
)
(1
)
(1
)
(15
)
(13
)
$ 251
$ 220
$ 197
$ 626
$ 506
(1) Net income (loss) before restructuring charges, income taxes,
other gains and losses, interest expense and depreciation and
amortization (see Consolidated Statements of Net Income (Loss) on
page 19 and Supplemental Measures on page 18).
Operating income (loss)
Joffre Olefins
$ 157
$ 108
$ 148
$ 360
$ 418
Corunna Olefins
41
42
13
110
47
Polyethylene
43
34
67
83
99
Performance Styrenics
(5
)
(14
)
(5
)
(30
)
(12
)
Styrene Monomer
(25
)
20
(9
)
3
(42
)
North American Solid Polystyrene
(8
)
(8
)
(13
)
(23
)
(36
)
European Joint Venture
-
12
(8
)
26
(31
)
Corporate
(13
)
(43
)
(179
)
(75
)
(273
)
Eliminations
(2
)
(1
)
(1
)
(15
)
(13
)
Total operating income
$ 188
$ 150
$ 13
$ 439
$ 157
Interest expense (net)
(47
)
(41
)
(43
)
(130
)
(125
)
Other gains and losses (net)
1
(1
)
(1
)
1
1
Income tax (expense) recovery
(45
)
(28
)
7
(89
)
45
Net income (loss)
$ 97
$ 80
$ (24
)
$ 221
$ 78
Three Months Ended
Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006
Depreciation and amortization expense
Joffre Olefins
$ 15
$ 13
$ 12
$ 40
$ 37
Corunna Olefins
16
16
15
47
42
Polyethylene
17
16
16
49
50
Performance Styrenics
8
8
3
21
9
Styrene Monomer
3
3
14
8
41
North American Solid Polystyrene
1
1
5
3
15
European Joint Venture
1
1
8
3
24
Corporate
2
2
2
6
6
$ 63
$ 60
$ 75
$ 177
$ 224
Capital expenditures
Joffre Olefins
$ 5
$ 6
$ 8
$ 15
$ 18
Corunna Olefins
8
1
10
33
39
Polyethylene
10
8
4
20
12
Performance Styrenics
6
2
16
10
67
Styrene Monomer
4
2
1
7
3
North American Solid Polystyrene
1
2
2
4
4
European Joint Venture
1
3
6
7
9
$ 35
$ 24
$ 47
$ 96
$ 152
Sep. 30 2007 Dec. 31 2006
Assets
Joffre Olefins
$ 859
$ 743
Corunna Olefins
1,300
1,092
Polyethylene
1,136
946
Performance Styrenics
418
429
Styrene Monomer
352
334
North American Solid Polystyrene
102
82
European Joint Venture
262
183
Corporate (1)
382
331
Eliminations
(28
)
(18
)
$ 4,783
$ 4,122
(1) Amounts include all cash and cash equivalents.
9. Reconciliation to United States Generally Accepted
Accounting Principles Three Months Ended
Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006
(restated –
see Note 1)
(restated –see Note 1)
Net income (loss) in accordance with Canadian GAAP
$ 97
$ 80
$ (24
)
$ 221
$ 78
Add (deduct) adjustments for:
Start-up costs (1)
-
-
2
1
(4
)
Derivative instruments and hedging activity (2)
-
-
(3
)
(1
)
(2
)
Inventory costing (3)
1
(1
)
6
(1
)
-
Stock-based compensation (4)
1
1
(1
)
3
(1
)
Other
-
-
1
-
1
Net income (loss) in accordance with U.S. GAAP
$ 99
$ 80
$ (19
)
$ 223
$ 72
Earnings (loss) per share – basic
$ 1.19
$ 0.97
$ (0.23
)
$ 2.69
$ 0.87
Earnings (loss) per share – diluted
$ 1.18
$ 0.96
$ (0.23
)
$ 2.67
$ 0.86
Three Months Ended
Nine Months Ended
Sep. 30 2007
June 30 2007
Sep. 30 2006 Sep. 30 2007
Sep. 30 2006
(restated –
see Note 1)
(restated –
see Note 1)
Comprehensive income (loss) in accordance with Canadian GAAP
$ 187
$ 173
$ (7
)
$ 430
$ 168
Add (deduct) adjustments to Canadian GAAP net income (loss) for:
Start-up costs (1)
-
-
2
1
(4
)
Derivative instruments and hedging activity (2)
-
-
(3
)
(1
)
(2
)
Inventory costing (3)
1
(1
)
6
(1
)
-
Stock-based compensation (4)
1
1
(1
)
3
(1
)
Other
-
-
1
-
1
Pension liability adjustments (net of tax of $9, $nil, $nil, $9
and $nil, respectively)
16
-
-
16
-
Comprehensive income (loss) in accordance with U.S. GAAP
$ 205
$ 173
$ (2
)
$ 448
$ 162
Sep. 30 2007
Dec. 31 2006
Accumulated other comprehensive income
Unrealized loss on available for sale securities
$ (1
)
$ -
Unrealized gain on translation of self-sustaining foreign operations
567
357
Pension liability adjustment (5)
(66
)
(82
)
$ 500
$ 275
Balance sheet in accordance with U.S. GAAP (7)
Current assets (3)
$ 1,663
$ 1,337
Investments and other assets (1), (5)
79
82
Property, plant and equipment, net (1)
3,057
2,719
Current liabilities (2), (6)
(1,224
)
(1,186
)
Long-term debt (2)
(1,654
)
(1,584
)
Deferred income taxes (1), (2), (3), (4), (5),
(6)
(541
)
(397
)
Deferred credits and long-term liabilities (2),
(4), (5), (6)
(483
)
(501
)
Common shareholders’ equity (5),(6)
$ 897
$ 470
(1)
Start-up Costs. Canadian GAAP provides that when an entity
starts up a new facility, expenditures incurred during the
pre-operating period may be deferred when certain criteria are met.
Under U.S. GAAP, all costs (except interest on constructed assets)
associated with start-up activities must be expensed as incurred.
(2)
Derivative Instruments and Hedging Activities. CICA Section
3855 harmonizes Canadian and U.S. GAAP by establishing standards for
recognition and measurement of financial assets, liabilities and
non-financial derivatives. CICA Section 3865 harmonizes Canadian
GAAP with U.S. GAAP SFAS No. 133 by establishing standards for when
and how hedge accounting may be applied and recorded. See Note 1 for
further details. Certain differences that existed before the
implementation of the above standards on Jan. 1, 2007, pertaining to
the termination of interest rate swaps in 2002, continue to be
reconciling items between Canadian GAAP and U.S. GAAP.
(3)
Inventory Costing. Canadian GAAP allows fixed overhead costs
associated with production activities to be expensed during the
period whereas U.S. GAAP requires an allocation of fixed production
overhead to inventory.
(4)
Stock-Based Compensation. Under Canadian GAAP, the Employee
Incentive Stock Option Plan is measured using a fair-value based
method, while the Equity Appreciation Plan and the Restricted Stock
Unit Plan are classified as liability instruments and are
marked-to-market based on intrinsic value. U.S. GAAP, SFAS No.
123(R), Share-Based Payment, effective Jan. 1, 2006, requires the
share-based compensation transactions to be accounted for using a
fair-value based method, such as the Black Scholes method. The fair
value of awards classified as liability instruments must be
remeasured subsequently at each reporting date through the
settlement date. Changes in fair value during the requisite service
period will be recognized as compensation cost over that period. The
cumulative effect for the periods prior to Dec. 31, 2005 of $5
million after-tax, has been charged to reinvested earnings (deficit)
at Jan. 1, 2006.
(5)
Pension Liability Adjustment. In 2006, for U.S. GAAP
reporting, SFAS No. 158, Employers’
Accounting for Defined Benefit Pension and Other Postretirement
Plans – an amendment of SFAS Nos. 87,
88, 106, and 132(R), was effective. SFAS No. 158 requires an
employer to recognize the overfunded or underfunded status of a
defined benefit postretirement plan (other than a multi-employer
plan) as an asset or liability in its statement of financial
position and to recognize changes in that funded status in the year
in which the changes occur through accumulated other comprehensive
income (loss). Accordingly, at Dec. 31, 2006, NOVA Chemicals
recognized an additional pension and post-retirement liability of
$124 million, resulting in a charge of $82 million (net of tax) to
accumulated other comprehensive income. In 2006 (prior to the
adoption of SFAS No. 158), SFAS No. 87, Employer’s
Accounting for Pensions, was followed with respect to pension
accounting, which required an employer to record an additional
minimum liability (AML) if the unfunded accumulated benefit
obligation exceeded the accrued pension liability or if there was a
prepaid pension asset with respect to the plan. If an AML was
recognized, an intangible asset, in an amount not exceeding the
unrecognized prior service cost, was also recognized. The excess of
the AML, over the intangible asset, if any, was charged to other
comprehensive income (loss), net of income tax effects. At Sep. 30,
2007, plan assets and benefit obligations were re-measured for
certain defined benefit pension plans as a result of pension plan
changes as described in Note 2 on page 26. Accordingly, at Sep. 30,
2007, NOVA Chemicals adjusted its SFAS No. 158 pension and
post-retirement liability by $25 million, resulting in a credit of
$16 million (net of tax) to accumulated other comprehensive income.
(6)
Income Taxes. Beginning Jan. 1, 2007, FIN 48, Accounting for
Uncertainty in Income Taxes, became effective for U.S. GAAP
reporting. FIN 48 clarifies the accounting for uncertainty in income
taxes by prescribing a minimum recognition threshold that a tax
position is required to meet before being recognized. An entity is
required to recognize the best estimate of a tax position if that
position is more likely than not to be sustained upon examination,
based solely on the technical merits of the position. NOVA Chemicals
adopted the provisions of FIN 48 on Jan. 1, 2007 at which time a FIN
48 liability of $36 million was recognized by reclassifying $34
million out of deferred tax liability and $4 million from the
current tax liability. This resulted in a $6 million increase in the
liability for unrecognized tax benefits, and was accounted for as a
reduction to the Jan. 1, 2007, U.S. GAAP balance in reinvested
earnings. Since implementation of FIN 48 on Jan. 1, 2007, no further
changes to the FIN 48 liability have been necessary. Also, it is
NOVA Chemicals policy to recognize interest and penalties accrued
related to unrecognized tax benefits in income tax expense. At Sep.
30, 2007, NOVA Chemicals had approximately $6 million accrued for
the payment of interest and penalties.
(7)
Joint Ventures. NOVA Chemicals accounts for its interests in
joint ventures using the Proportionate Consolidation method under
Canadian GAAP. As permitted by specific U.S. SEC exemptions,
adjustments to reflect equity accounting, as required under U.S.
GAAP, have not been made. The equity method would not result in any
changes in NOVA Chemicals’ net income
(loss) or shareholders’ equity; however,
all assets, liabilities, revenue, expenses, and most cash flow items
would decrease when compared to the amounts that are presented using
proportionate consolidation.
10. New Accounting Pronouncements Canadian GAAP
CICA 1535, Capital Disclosures, applicable to interim and annual
periods relating to fiscal years beginning on or after Oct. 1, 2007,
specifies disclosures of (1) information about the entity’s
objectives, policies, and processes for managing capital structure; (2)
quantitative data about what the entity regards as capital; and (3)
whether the entity has complied with externally imposed capital
requirements (for example bank covenants) and if it has not complied,
the consequences of such non-compliance. NOVA Chemicals is currently
evaluating the effects of adopting this standard.
CICA 3862, Financial Instruments –
Disclosure and CICA 3863, Financial Instruments –
Presentation, replace CICA 3861, Financial Instruments –
Disclosure and Presentation. These new standards revise and enhance
the disclosure requirements, and carry forward, substantially unchanged,
the presentation requirements. These new standards emphasize the
significance of financial instruments for the entity’s
financial position and performance, the nature and extent of risks
arising from financial instruments, and how these risks are managed.
These new standards are applicable to interim and annual periods
relating to fiscal years beginning on or after Oct. 1, 2007. NOVA
Chemicals is currently evaluating the effects of adopting this standard.
CICA 1400, General Standards of Financial Statement Presentation, was amended to include requirements to assess and disclose an entity’s
ability to continue as a going concern. The new requirements are
effective for interim and annual financial statements relating to fiscal
years beginning on or after Jan. 1, 2008. NOVA Chemicals does not expect
the adoption of these changes to have an impact on its financial
statements.
CICA 3031, Inventories, replaces CICA 3030, Inventories.
The new standard is the Canadian equivalent to International Financial
Reporting Standard IAS 2, Inventories. The main features of CICA
3031 are: (1) measurement of inventories at the lower of cost and net
realizable value, with guidance on the determination of cost, including
allocation of overheads and other costs to inventory; (2) cost of
inventories of items that are not ordinarily interchangeable, and goods
or services produced and segregated for specific projects, assigned by
using a specific identification of their individual costs; (3)
consistent use (by type of inventory with similar nature and use) of
either first-in, first-out (FIFO) or weighted-average cost formula; (4)
reversal of previous write-downs to net realizable value when there is a
subsequent increase in value of inventories; and (5) possible
classification of major spare parts and servicing stand-by equipment as
property, plant and equipment (CICA 3061 – Property,
Plant and Equipment, was amended to reflect this change). CICA 3031,
applies to interim and annual financial statements relating to fiscal
years beginning on or after Jan. 1, 2008. NOVA Chemicals is evaluating
the effects of adopting this standard.
EIC-166, Accounting Policy for Transaction Costs, requires an
entity to disclose the accounting policy for transaction costs for all
financial assets/liabilities other than those classified as held for
trading. Transaction costs can either be recognized in net income or
added to the initial carrying amount of the asset/liability it is
directly attributable to. The same accounting policy must be chosen for
all similar financial instruments, but a different accounting policy may
be chosen for financial instruments that are not similar. EIC-166 should
be applied retrospectively to transaction costs accounted for in
accordance with CICA 3855 in financial statements issued for interim and
annual periods ending on or after Sept. 30, 2007. NOVA Chemicals’
accounting policy with respect to transaction costs has been to
capitalize all transaction costs for all financial instruments (except
for those classified as held for trading). This policy will not change
as a result of EIC-166.
U.S. GAAP
SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities, including an amendment to SFAS No. 115,
permits entities to choose to measure many financial instruments and
certain other items at fair value. Most of the provisions of this
Statement apply only to entities that elect the fair value option.
However, the amendment to SFAS No. 115, Accounting for Certain
Investments in Debt and Equity Securities, applies to all entities
with available for sale and held-for-trading securities. SFAS No. 159 is
effective as of the beginning of an entity’s
first fiscal year that begins after Nov. 15, 2007. The adoption of this
standard is not expected to have a material impact on NOVA Chemicals’
consolidated financial statements.
11. Subsequent Events Related to INEOS NOVA
On Oct. 1, 2007, the expanded INEOS NOVA Joint Venture commenced
operations. In addition to the European assets already included in the
INEOS NOVA Joint Venture, the expanded 50:50 venture includes NOVA
Chemicals’ North American styrene and solid
PS assets as well as its NAS®
and ZYLAR®
performance resins. The venture also includes INEOS’
North American styrene and solid PS assets and its line of specialty
polymers. North American EPS, Performance Styrenics and DYLARK® resins are not included in the Joint Venture and will continue to
be manufactured and sold by NOVA Chemicals.
NOVA Chemicals contributed Property, Plant and Equipment with book value
of $250 million and working capital of $150 million to the INEOS NOVA
Joint Venture.
The INEOS NOVA expanded Joint Venture is expected to have annual
revenues of approximately $3.8 billion and is the largest styrene and
solid PS producer in North America and the largest solid PS and EPS
producer in Europe.
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