Winnipeg, Manitoba
September 19, 2002
Agricore
United today announced
that it recorded a net profit of $39 million for the quarter
ended July 31, 2002. For the 12 months ended July 31, 2002,
consolidated net profit was $10 million with cash flow from
operations of $70 million.
"Considering the operating environment we've had to deal with, I
think we can take pride in the bottom line results", said Brian
Hayward, Chief Executive Officer. "Those things we can manage --
market share, margins and expenses -- we've managed well, but
the impact of the severe drought in Western Canada on the size
of the grain and crop inputs market is beyond our control".
The merger business plan adopted in the fall of 2001 indicated
Agricore United would achieve $12.2 million of synergies by July
31, 2002. That amount was expected to grow to approximately $50
million by July 31, 2003. Actual cost reductions from November1,
2001 (the merger date) to July 31, 2002 totaled $66 million.
These cumulative synergies are expected to grow further as other
efficiencies are realized - such as the recent move to a single
computer system. Rather than being a temporary response to
current market conditions, these expense reductions represent a
permanently lower cost structure arising from improved
efficiencies. Consequently, the company expects to realize more
than $80 million in cost reductions by July 31, 2003.
The consolidated financial statements for the 12-month period
ended July 31, 2002 now represent a more meaningful reflection
of activity as Agricore United -- consisting of nine months of
operating results for the combined entity and three months
pre-merger operating results for UGG. However, to facilitate
year-over-year comparisons, the quarterly materials include
supplementary non-GAAP pro forma financial information prepared
as if the merger had occurred August 1, 2000.
The fourth quarter is typically Agricore United's strongest
quarter due to the seasonal nature of the company's largest
business -- the sale of farm supplies through Crop Production
Services ("CPS"). CPS sales totaled $527 million for the
quarter, accounting for 75% of annual crop inputs activity.
Sales were down 11% from total CPS sales for the pro forma
12-month period ended July 31, 2001 - drought conditions were
the key reason for the reduction. Nevertheless, Agricore United
maintained its market share without significant deterioration in
margins. Crop Production Services' operating income totaled $42
million for the 12 months ended July 31, 2002.
Agricore United's pro forma Grain Handling tonnes for the last
12 months declined by about the same percentage as western
Canadian grain tonnes handled by the industry as a whole -- the
company was able to sustain market share while maintaining
margins per tonne. Grain Handling volumes dropped 36% in the
quarter relative to pro forma grain volumes for the same period
one year earlier, lowering
gross profit by about $27 million compared to pro forma gross
profit for the fourth quarter of 2001, while cash operating
expenses fell $11 million. For the three-month period, Grain
Handling operating income was $8.3 million - for the 12 months
ended July 31, 2002 operating income was $24.9 million.
Livestock Services' fourth quarter operating income fell $2.2
million compared to the same quarter last year because of
increased ingredient prices (due to drought conditions) and
reduced demand (due to herd liquidation). For the 12 months
ended July 31, 2002, Livestock Services posted operating income
of $10 million. Farm Business Communications reported operating
income of $1.8 million for the 12-month period.
Since November 1, 2001, the company reduced its total net debt
by $297 million (or 38%) from $772 million to $475 million.
"Our merger business plan also called for significant
improvements in financial leverage with a target ratio between
45% and 50%," said Hayward. "We achieved that target with a
financial leverage ratio at July 31, 2002 of 48%, down from 57%
on the merger date."
Agricore United is one of Canada's leading agri-businesses. The
prairie-based company is diversified into sales of crop inputs
and services, grain merchandising, livestock production services
and farm business communications. Agricore United's shares are
publicly traded on the Toronto Stock Exchange under the symbol
"UGG".
FOURTH QUARTER REPORT FOR THE TWELVE MONTHS ENDED JULY 31, 2002
Q4 Highlights
- Earnings for the quarter of
$39.2 million or $0.86 per share and earnings for the 12
months ended July 31, 2002 of $10.2 million or $0.25 per share
- Cash flow for the quarter of
$85.3 million or $1.88 per share and cash flow for the 12
months ended July 31, 2002 of $70.2 million or $1.86 per share
- Pro forma cash expense
reductions for the nine months ended July 31, 2002
(post-merger) of $48?million from merger and related
synergies. Pro forma cash expenses were $19 million lower for
the quarter.
- Pro forma interest expense and
depreciation reductions of $19 million for the nine months
ended July 31, 2002
- Quarterly and 12 month results
adversely affected by the droughts of 2001 and 2002
- Pro forma grain shipments
declined 21% compared with industry-wide decline in grain
shipments of 22%.
On November 1, 2001, the Company
completed its merger with Agricore Cooperative Ltd. Therefore
the consolidated financial statements for the 12 months ended
July 31, 2002 now represent a more meaningful reflection of
activity as Agricore United - including 12 months of United
Grain Growers Limited ("UGG") and nine months of Agricore
Cooperative Ltd. from November 1, 2001. Comparative figures for
the 2001 fourth quarter and 2001 fiscal year represent UGG
alone.
In June 2002, Agricore United announced a change in its year-end
from July 31 to October 31. Accordingly, the Company's annual
audited financial statements at October 31, 2002 will include
the operating results for the 15 month period commencing August
1, 2001 as well as the 12 month period ending October 31, 2002,
which will represent the first full year of operation of the new
company
following the merger.
Consolidated Financial Results
Gross profit and revenue from services for the quarter increased
$106 million (or 2.3 times the 2001 fourth quarter) to $186
million. Earnings before interest, taxes and depreciation
("EBITDA") growth reflected a proportionately larger increase of
2.5 times over the same quarter last year due to the lower cash
operating expenses incurred in the current year on a relative
basis.
Gross profit and revenue from services depends on a combination
of market size, market share and average revenue earned for each
unit of product sold or handled. Western Canadian grain
shipments of the six major grains declined 22% in 2002 compared
to the prior year - a continuation of the trend of below average
shipping due to the impact of the drought in the 2001 crop year.
As reported at the end of April, Agricore United's shipping was
marginally better than the industry average. Accordingly, the
Company's market share for grain shipping did not decline on a
pro forma basis. The Company realized an average margin on grain
handled of $22.53 per tonne year-to-date, an increase over the
average margin of $21.57 per tonne in the prior year. Current
year earnings also reflect a partial recovery of the Company's
income reduction from low industry grain handling volumes under
UGG's integrated risk financing program.
The agricultural sector experienced a second drought on the
prairies in the 2002 crop year just ended which negatively
impacted the sale of crop inputs, particularly the sale of crop
protection products that typically occur late in the growing
season. The 2002 drought followed on the heels of a dry fall and
late spring that delayed seeding and compressed a normally
"tight" sales season between April and June.
Nevertheless, the Company achieved a level of Crop Production
Services ("CPS") sales equivalent to 89% of the sales achieved
by the Company in the prior year on a pro forma basis - a year
in which the Company's CPS sales were not significantly impacted
by drought. Average CPS margin, as a percentage of underlying
sales of $654 million for the 12 months ended July 31, 2002,
increased to 23% from 21% for the prior year (based on 2001
sales of $314 million).
Livestock Services posted increased sales from higher feed
tonnes manufactured as a result of the "annualization" of the
operation of the Unifeed Chilliwack mill acquired half-way
through fiscal 2001. The Company also increased its average
margin per tonne compared to the prior year, in part due to
expanded fish feed production at Chilliwack and the more
efficient operation of its new mill in Olds, Alberta.
The Company's operating income is highly seasonal with about 90%
normally being realized in the quarter ended July 31. Operating
income before interest and taxes (EBIT) was $74 million for the
quarter ended July 31, 2002 - wiping out the operating loss of
the previous nine months and resulting in a year to date
operating profit of $37 million.
Crop Production Services operating income, normally heavily
weighted to this quarter, was further skewed to this period by
increased sales of fertilizer and seed delayed from earlier in
the year due to the dry fall and late spring. However, the
impact of the drought served to limit CPS EBIT for the quarter
to $76.6 million. For Grain Handling and CPS, significant cost
reductions mitigated, to a large extent,
the earnings decline associated with the impact of the drought
on the CPS market and the volume of grain available for
shipping.
Livestock Services EBIT declined from $11.4 million for the 12
months ended July 31, 2001 to $10 million for the same period in
the current year, driven mainly by higher costs associated with
the full year operation of the Unifeed Chilliwack mill and lower
earnings from its investment in The Puratone Corporation, the
second largest hog producer in Western Canada. The decline in
earnings from The
Puratone Corporation follows the current downtrend in hog price
cycles. Livestock Services also succeeded in reducing its cash
operating expenses in the fourth quarter by $500,000 or 6%
compared to the same quarter in the prior year.
Farm Business Communications posted an increase in year-to-date
EBIT from $1.4 million to $1.8 million as a result of the
consolidation of the farm publications businesses following the
merger and the consequent impact of lower operating costs.
Although the Company is more than 2.5 times the size of UGG
alone, interest expense of $37 million for the 12 months ended
July 31, 2002 was less than double the prior year expense of $19
million. As reported in April, the success of the Company's
expanded Agricore United Financial program, controlled capital
expenditures and reduced borrowings due to the equity issue and
asset disposals - most recently the sale of the Company's
investment in CanAmera Foods for net proceeds of $29 million -
were the most significant drivers of reduced borrowings and
consequently proportionately lower interest costs.
Gains of $15 million on the sale of assets are largely unchanged
from April and include, among other items, the sale of land of a
subsidiary and the sale of Livestock Services' Unipork Genetics
business.
Unusual items in the quarter of $1 million and year-to-date of
$3.4 million represent restructuring costs arising from the
merger, primarily UGG severance costs. Restructuring costs
associated with Agricore Cooperative Ltd. were provided for as
part of the purchase price in accordance with the purchase
method of accounting.
Agricore United's after-tax profit for the fourth quarter was
$39.2 million or $0.86 per share (2001 - $0.64 per share). The
Company earned $10.2 million after-tax or $0.25 per share for
the 12 months ended July 31, 2002 (2001 - $0.63 per share).
Cash flow from operations for the quarter was $85.3 million or
$1.88 per share (2001 - $21.7 million or $1.27 per share).
Year-to-date cash flow for the 12 months ended July 31, 2002 was
$70.2 million or $1.86 per share (2001 - $38.4 million or $2.22
per share).
Liquidity and Capital Resources
The Company's cash position improved from $779,000 at July 31,
2001 to $52.9 million at July 31, 2002 due to reductions in
non-cash working capital of $145 million in the quarter and $121
million for the year-to-date (compared with a decrease of $36
million and $10 million for the quarter and year-to-date last
year respectively). These working capital decreases in the
current year, while seasonal, are
significantly enhanced due to the use of Agricore United
Financial for CPS sales, resulting in a rapid conversion of
inventory into cash during the peak billing season which occurs
during the fourth quarter. Agricore United Financial is a
strategic venture with the Bank of Nova Scotia whereby the bank
provides trade credit directly to the farmer customer and
Agricore United manages the customer relationship and credit
application process in return for an agency fee.
Cash flow from operations increased from $38 million for the 12
months ended July 31, 2001 to $70 million for 2002, largely
reflecting the proportionately higher levels of non-cash
expenses, such as depreciation, embedded in the after-tax
earnings for the current year. The Company continued to contain
capital spending for the year to $23 million, being more than
fully financed by proceeds on asset disposals of $38 million.
The merger with Agricore Cooperative Ltd. on November 1, 2001,
at a cost of $241 million, represented an increase of $230
million over business acquisition expenditures in the prior
year. The transaction was financed by the issue of 20,492,395
limited voting common shares of United Grain Growers Limited. In
addition to this transaction, year-to-date cash flow includes
net proceeds of $57 million from
the issue of 7,965,791 treasury common shares in December 2001.
Agricore United reduced long-term debt by $10 million for the
fourth quarter ($25 million year-to-date) through scheduled
principal repayments by the Company and its subsidiaries. In
addition, long-term debt reductions of $52 million for 12 months
ended July 31, 2002 include non-scheduled repayments of bank
term debt of $28 million arising from net proceeds from the
Company's equity issue. The increase in the current portion of
long-term debt at July 31, 2002 represents a further
non-scheduled repayment of long-term debt of $24 million funded
from the net proceeds of the Company's sale of its interest in
CanAmera.
Bank and other loans declined by $195 million in the quarter
compared with a decline of $67 million in the same quarter last
year resulting in a reduction in bank and other loans of $177
million year-to-date (compared to a $6 million decrease in
2001). Reduced bank and other loans reflects lower borrowings
under the revolving facility as a result of making Agricore
United Financial available to customers of the former Agricore
Cooperative Ltd. and securitizing CWB inventory in March 2002.
The Company has been able to reduce its available revolving bank
credit facilities from $590 million at November 1, 2001 to $300
million at July 31, 2002, of which $120 million remained undrawn
at July 31, 2002.
Agricore United's total net debt declined from $772 million at
November 1, 2001 to $475 million at July 31, 2002 and its
financial leverage ratio (total net debt to tangible net assets)
decreased accordingly from 57% to 48% between these dates.
The market capitalization of the Company's 45,281,561 issued and
outstanding limited voting common shares (47,137,069 common
shares including convertible securities) was $251.3 million as
at September 16, 2002 or $5.55 per share compared with the
Company's book value of $11.76 per share at July 31, 2002.
Pro Forma Financial Results
To provide a picture of the financial performance of the new
company compared to both predecessor companies, the tables below
provide pro forma segment information for Agricore Cooperative
Ltd. and UGG as if they had been combined for the 12 months
ended July 31, 2002 and for the same period of 2001. The pro
forma financial information is a non-GAAP earnings measure and
does not reflect any adjustments that would result from
accounting for the acquisition of Agricore Cooperative Ltd.
under the purchase method of accounting. The analysis would also
not be indicative of what might have occurred had the
acquisition been made on an earlier date nor is it indicative of
future events.
Pro forma gross profit for the 12 months ended July 31, 2002 was
$459 million, down $119 million from the prior year results.
Grain Handling gross profits were reduced by $74 million or
about 25% with the decline in tonnes handled of about 21% which
is slightly better than the overall decline in industry shipping
of 22% resulting from the 2001 drought. Offsetting lower gross
profit was a decline in cash expenses of $30 million for the 12
months compared to the prior year. Consequently, the reduction
in EBIT for the year was limited to $36 million.
CPS gross profits declined by $47 million or 22% compared to the
prior year, reflecting a reduction in overall sales of about 11%
as well as a return to more typical margins on fertilizer sales
- fertilizer margins in 2001 benefited from producers locking in
sales earlier in the year due to concerns over rising prices
associated with higher natural gas prices. The EBIT decline of
$26 million was mitigated by a reduction in cash operating
expenses of $17 million for the CPS segment as well as a
reduction in depreciation and amortization of $5 million.
Looking Forward
Lower grain production due to the 2001 drought reduced industry
grain shipments over the most recent 12 months by 22%. Following
the drought in 2002, grain production is expected to decline
further, on a temporary basis, by more than 20% over the 2001
levels resulting in lower expected tonnes available for shipping
over the next 12 months. As with the most recent 12 months,
Agricore United shipping is expected to closely track industry
shipping trends (thereby maintaining market share) given the
Company's broad geographic market coverage. A return to more
normal weather patterns will result in increased grain
production and should contribute to more normal grain shipping
volumes for the industry and the Company.
On August 25, 2002, following 20 months of negotiations, the
British Columbia Terminal Elevator Operators Association
("BCTEOA") locked out its employees at all Vancouver port grain
terminals. The BCTEOA, of which Agricore United is a member,
represents five employers operating five grain terminal
facilities in Vancouver. The lock-out does not affect the
operation of the Company's interests in
the port terminal at Prince Rupert, British Columbia - which
began loading vessels the week of September 2, 2002 - its three
wholly owned port terminals in Thunder Bay, Ontario, nor its
ability to ship grain south by rail to customers in the United
States. The impact of the lock-out on the industry and the
Company's earnings is uncertain, particularly given reduced
industry grain shipments as a result of the 2002 drought, but
ultimately depends on the duration of the dispute. The BCTEOA
has reported its desire to resolve the dispute as quickly as
possible.
Expected high levels of residual nutrients retained in the soil
as a consequence of the 2002 drought, may delay the recovery of
industry fertilizer sales in the fall of 2002 and spring of 2003
from current levels. A return to normal weather patterns through
the fall and spring of next year would be expected to result in
a recovery of crop protection product sales as noted above. Low
crop production volumes
around the world and unusually low levels of inventory
"carry-out" have contributed to higher prices for many
commodities which may increase the proportion of seeded acres
planted to oilseeds rather than cereals - in turn possibly
impacting the sale of higher margin canola seed products
positively in 2003.
Pro forma cash expenses for the nine months since the merger
declined by $48 million over the prior year, and $19 million
lower for the quarter - continuing the year-to-date trend
arising from the merger and the predecessor companies'
pre-merger rationalization plans. On August 8, 2002, the Company
announced the successful integration of its information
technology systems onto a single platform resulting in expected
annual cost savings of $9 million per year through the
elimination of outsourced services supporting the duplicate
system. These savings are not reflected in the cost reductions
realized to July 31, 2002. Pro forma interest cost reductions of
$8 million and an additional $11 million in non-cash
depreciation expenses to the end of July 31, 2002 will result in
significantly higher cost savings than the original $50 million
forecast last November. Ongoing consolidation of the Company's
grain handling network (reduced from 154 country elevator
locations at the merger date to about 100 at July 31, 2002),
annualization of synergies already achieved and additional
synergies not yet realized from the merger will further increase
these cost savings in the coming months. Consequently, the
Company expects to realize more than $80 million in cost
reductions by July 31, 2003.
Agricore United extended its revolving variable rate credit
facilities of $300 million, with its existing lenders, from the
original maturity date of July 31, 2002 to between October 31,
2002 and November 30, 2002, to enable the Company to complete
its plans to restructure its mix of short- and long-term debt.
Agricore United is seeking a revolving credit facility of $350
million and a non-revolving credit facility of $150 million from
a syndicate of banks. The Company is also seeking a new facility
of $100 million of long-term debt from a non-bank lender. The
Company hopes to complete this restructuring on or before
October 31, 2002. Agricore United's long-term notes of $132
million, maturing over the next 20 years, are not materially
affected by the planned debt restructuring. The pro forma impact
of the debt restructuring at July 31, 2002 would not impair the
Company's markedly improved financial leverage ratio of 48%
achieved at July 31, 2002.
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