Agricore United: improved moisture and crop input sales indicate recovery

Winnipeg, Manitoba
June 11, 2003

Agricore United today announced that it recorded a net loss of $22.1 million or $0.51 per share in the quarter ended April 30, 2003, compared with a loss of $11.2 million or $0.25 per share for the quarter ended April 30, 2002.

Pre-tax earnings from ongoing operations remained comparable to the same quarter one year ago excluding last year's non-recurring gains on asset disposals. This was despite the significant impact on Grain Handling earnings of industry-wide reductions in grain shipments. Cash flow used in operations for the quarter was also $600,000 better than the same quarter last year.

"In terms of ongoing operations, we are performing as well as we did a year ago," said Brian Hayward, Chief Executive Officer. "Although the 2002 drought continues to impact our grain handling earnings, our seasonal performance has stabilized thanks to increased crop input sales, steady margins and ongoing expense reductions."

For the quarter ended April 30, 2003, sales of crop nutrients, seed and crop protection products increased $41.9 million, or 80 per cent, to $94 million. Gross profit increased $12.4 million or 83 per cent over the same quarter one year ago. Good moisture levels across the Prairies and favourable growing conditions have encouraged farmers to invest in a full spectrum of crop input products and services. In addition to recorded sales, outstanding pre-paid sales orders of crop inputs at April 30, 2003 were $96.4 million, up 25 per cent from the same time last year. In spite of these significant increases, the bulk of the company's seasonal crop input sales will remain concentrated in the third quarter ending July 31.

Agricore United's ratio of grain shipments to industry shipments was 40 per cent for the latest quarter, up from 35 per cent for the quarter ended January 31, 2003 and the 12 months ended October 31, 2002. Nevertheless, reduced grain stocks contributed to a 27 per cent decline in industry grain shipments and a modestly lower 26 per cent decline in company grain shipments. The industry-wide reduction in grain tonnes available for shipping continues to drive the company's lower gross profits from Grain Handling.

"Because our business is seasonal in nature, we are still feeling the unprecedented effects of last year's drought on this year's grain shipments," said Hayward. "But looking forward, everything is pointing towards an improved growing season as producers across the Prairies have received good
precipitation this spring and seeding has progressed well."

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, farm business communications and financial markets.

Agricore United's shares are publicly traded on the Toronto Stock Exchange under the symbol "AU".

SECOND QUARTER

REPORT FOR THE SIX MONTHS ENDED APRIL 30, 2003

Q2 Highlights

- Strengthening Crop Input Sales and Gross Profit - Crop input sales increased 80% in the quarter compared to last year with a corresponding increase in gross profit. Combined sales and prepaid sales orders for the six months ended April 30, 2003 increased $74 million (or 39%) over the same period last year.

- Improved Grain Market Share - The ratio of total company grain shipments to industry shipments was 40.4% for the latest quarter and 37.8% for the six months ended April 30, 2003 compared to 35.4% for the 12 months ended October 31, 2002. Quarterly industry grain shipments declined 27% compared to the same quarter last year, while Company grain shipments declined 26%.

- Continued Expense Reductions - Annualized cost reductions since November 1, 2001 have resulted in lower cash expenses of $98.4 million (operating, general & administration, interest and securitization expenses) and $117.7 million in total cost reductions (including depreciation and amortization).

- Stable EBIT - An EBIT 1 loss for the quarter ended April 30, 2003 of $20.6 million was only $1.6 million more than the $19 million EBIT loss for the same quarter in the prior year despite significant reductions in industry-wide grain shipments in the latest quarter.

- Improved Cash Flow - Cash flow used in operations for the quarter was $631,000 better than the $11.3 million cash flow used in operations in the same quarter last year.

- Increased Net Loss Primarily Attributable to Non-Recurring Items - A net loss of $22.1 million or $0.51 per share for the quarter ended April 30, 2003 compared with a loss of $11.2 million or $0.25 per share for the quarter ended April 30, 2002. The increase was primarily due to gains on asset disposals and other unusual items in 2002 which did not recur this year.

- Improved Outlook - Significant increases in precipitation across the prairies have substantially improved the outlook for this summer's crop and 2004 industry-wide and Company grain handling volumes (see "Outlook").

Consolidated Financial Results

Synergies, Rationalization Savings & General Cost Containment

The Company's prospectus dated December 11, 2001 projected sustainable annual cost savings arising from the November 1, 2001 merger (the "Merger") of Agricore Ltd. ("Agricore") and United Grain Growers Limited ("UGG") of $47 million by July 31, 2004 relative to pro forma2 expenses for the pre-Merger period. In its quarterly report dated December 11, 2002 for the first twelve months (ended October 31, 2002) following the Merger, the Company reported a decline in Operating, General & Administrative ("OG&A") expenses of $67.5 million and total cash expense reductions (including interest expense) of $76 million. After depreciation and amortization, total costs declined $92.6 million for the 12 months ended October 31, 2002.

The annualized effect of these cost reductions arising from Merger synergies, rationalization savings and ongoing cost containment for the period ended April 30, 2003 was $91.6 million in OG&A expenses, $98.4 million including interest and securitization expenses and $117.7 million in total (including depreciation & amortization).

As at April 30, 2003, the Company employed 208 fewer staff (a reduction of 7%) relative to the 12 months ended October 31, 2002 and 819 fewer staff (a reduction of 23%) compared to the 12-month period ended October 31, 2001 immediately preceding the Merger (based on a weighted average of equivalent full-time employees).

Crop Production Services

Crop Production Services ("CPS") sales of crop nutrients, crop protection products and seed increased $41.9 million (or 80%) for the latest quarter to $94.4 million and gross profit increased $12.4 million (or 83%) over the same quarter in 2002. Average margins for the quarter and year-to-date of 29%
represent a 1% increase over the same quarter last year and a decline of 1% compared to the six months ended April 30, 2002. The Company does not record sales until product is delivered to customers or services are rendered. Outstanding prepaid sales orders (not yet recognized as revenue) at April 30, 2003 were $96.4 million, an increase of 25% over the prepaid sales orders at April 30, 2002. When combined with recorded sales, total sales and sales orders for the six months ended April 30, 2003 increased $74 million or 39% over the same period last year.

CPS OG&A expenses for the quarter ended April 30, 2003 increased $5.5 million over the same quarter last year but only $3.9 million for the six months then ended, due to heightened sales activity as well as recoveries of product write-downs in 2002 which did not recur this year. Consequently, EBITDA improved $6.9 million for the quarter and $10.2 million for the six months ended April 30, 2003 compared to 2002. Modest changes in depreciation and amortization expenses compared to 2002 resulted in similar improvements to seasonal EBIT losses for the quarter and year-to-date.

Grain Handling

Industry grain shipments declined 27% over the same quarter last year and 37% in the first six months of the Company's fiscal year compared to the same periods last year - the result of the 2002 drought. Comparatively, the Company's grain shipments declined 26% in the quarter and 40% in the six months. However, the current quarter's ratio of total Company grain shipments to industry grain shipments is 5% higher than the same ratio for the 12 months ended October 31, 2002 (the first full year post-Merger) and the quarter ended January 31, 2003. Receipts at the Company's port grain terminals declined 471,000 tonnes in the quarter and 1.7 million tonnes for the six months, due in
part to the effect of the 2002 drought on grain available for shipping through the Vancouver port. This decline was partially offset by increased shipping through the Prince Rupert grain terminal in which the Company has an equity interest.

Grain Handling average gross margins for the six months ended April 30, 2003 declined modestly to $21.45 per tonne from $21.54 per tonne for the same period last year, entirely the result of $5.49 per tonne lower average margins in the latest quarter. However, the recently weaker gross margins were largely offset by the higher ratio of Company to industry shipments in this period. Accordingly, Grain Handling gross profit declined by $43.7 million for the six months ended April 30, 2003, $20.7 million of which occurred in the latest quarter compared to the same periods last year, with lower overall industry
grain shipments accounting for most of the gross profit decline.

Grain Handling OG&A expenses declined $7 million or 19% in the quarter and by $17.2 million or 22% for the six months ended April 30, 2003 compared to the same respective periods last year, the result of Merger synergies, rationalization savings and general cost containment. OG&A expense savings for
the most recent quarter continued to decline notwithstanding the reinstatement of costs associated with the re-opening of the Vancouver terminal operations in mid-December 2002. The industry's Vancouver terminal operations had been closed from August 26 to December 16, 2002 as a result of a labour dispute that resulted in some temporary cost savings. The lower OG&A expenses offset 34% of
the quarter's and 39% of the six months' declines in gross profit and revenue from services, resulting in a $13.6 million reduction in EBITDA for the quarter and $26.5 million for the six months ended April 30, 2003 compared to the same periods in 2002.

Depreciation & amortization for the quarter was $263,000 lower than the same quarter last year and $1.1 million lower for the six months ended April 30, 2003, further limiting the increase in the EBIT loss from Grain Handling to $13.4 million for the quarter and $25.4 million for the six months.

Livestock Services

Livestock Services total gross profit and net revenue from services declined modestly to $21.1 million for the six months ended April 30, 2003 compared to $21.4 million for the same period last year. Average feed margins per tonne of $44.60 for the six months ended April 30, 2003 were little changed from the same period last year. However, gross profit from feed manufacturing declined $744,000 principally due to a 22,000 tonne decline in feed tonnes sold as a result of reduced livestock on feed arising from the 2002 drought. This decline was largely offset by a $469,000 increase in gross profit and net revenue from services from non-feed sales, due to continued improvements in hog prices and
the Company's investment in The Puratone Corporation.

Livestock Services OG&A expenses declined $605,000 for the six months ended April 30, 2003, more than offsetting the reduction in gross profit and net revenue from services and contributing to a modest increase in EBITDA and EBIT of about $300,000 for the year-to-date compared to the same period last year.

Farm Business Communications

Farm Business Communications gross profit and net revenue from services declined $673,000 in the latest six months (compared to the same period in the prior year), $645,000 of the reduction occurring in the latest quarter due to reduced advertising revenue offset by increases in classified revenues.

Farm Business Communications OG&A expenses declined $608,000 for the six months ended April 30, 2003, $432,000 of this occurring in the latest quarter, reflecting lower production costs and Merger synergies. Consequently, EBITDA for the six months ended April 30, 2003 compared to 2002 only declined by $65,000, after a $213,000 reduction in the latest quarter.

Financial Markets & Other Investments

Gross profit and net revenue from services from Financial Markets and Other Investments declined $2.1 million to $6.2 million for the six months ended April 30, 2003 but increased $913,000 in the latest quarter compared to the same periods in 2002. The disposal of the Company's investment in CanAmera Foods in May 2002 accounted for $4.7 million of the six-month reduction in gross profit. Consequently, the higher residual gross profit, particularly in the latest quarter, reflects the annualized impact of Agricore United Financial (expanded in February 2002) as well as improved earnings from the Company's miscellaneous equity investments. The disposal of CanAmera Foods also reduced
OG&A, depreciation and amortization by $3.7 million, resulting in an improved EBIT of $2.8 million for the quarter and $1.6 million for the six months ended April 30, 2003.

Corporate Expenses

Corporate OG&A expenses declined by $3.3 million for the quarter and $7.4 million for the six months ended April 30, 2003 compared to the same periods in the prior year, representing cost savings from the consolidation of the information technology platform in August 2002 and $1.9 million in reduced
payroll costs. Depreciation and amortization expenses of $4.7 million for the six months ended April 30, 2003 were consistent with the prior year.

Gross Profit & Net Revenue from Services, EBITDA and EBIT

Gross profit and net revenue from services declined by $8.6 million for the quarter and $32.6 million for the six months ended April 30, 2003 compared to last year, almost entirely due to the industry-wide effects of the 2002 drought on grain shipments. Improved profitability from increased CPS sales was the most significant mitigating factor offsetting the decline in grain handling gross profit and net revenue from services.

EBITDA for the quarter declined by $2.1 million compared to the quarter ended April 30, 2002. Ongoing reductions in OG&A expenses of $6.5 million largely offset the decline in gross profit of $8.6 million for the quarter. A $464,000 reduction in depreciation and amortization expense, to $18.3 million, also
helped limit the EBIT reduction for the quarter to $1.6 million. Despite the impact of significant reductions in industry-wide grain shipments in the quarter, the EBIT loss for the quarter ended April 30, 2003 of $20.6 million remained comparable to the $19 million EBIT loss for the same quarter in the
prior year.

Similarly, EBITDA for the six months ended April 30, 2003 declined by only $8.5 million compared to the same period last year, $24.1 million in lower OG&A expenses largely offsetting the $32.6 million reduction in gross profit. Depreciation and amortization expense declined $2.7 million to $36.3 million,
further limiting the decline in EBIT to $5.8 million for an EBIT loss of $36.3 million for the six months ended April 30, 2003.

Gain on Disposal of Assets

The gain on disposal of assets for the six months ended April 30, 2003 of $1 million primarily represents an excess of insurance proceeds over the net book value of a country grain elevator destroyed by fire. The gain on disposal of assets of $15 million for the same period last year included the sale of surplus land by a subsidiary (Western Co-operative Fertilizers Limited), a $2.8 million gain on the sale of the Company's Unipork Genetics business and net insurance proceeds from a country grain elevator destroyed by fire.

Interest Expense

Compared to last year, interest and securitization expenses increased $1.6 million to $25.3 million for the six months ended April 30, 2003. The increase of $1.4 million for the latest quarter compared to 2002 reflects lower average borrowings of about $50 million, offset by a 1.2% increase in the Company's average borrowing cost. The average prime rate over the quarter ended April 30, 2003 increased 900 basis points to 4.7% from 3.8% for the same period in 2002. The Company's borrowing rates were unaffected by the recent credit ratings issued by Standard & Poor's and Dominion Bond Rating Service.

Income Taxes

The Company's effective tax recovery rate for the quarter ended April 30, 2003 of about 36% (excluding Large Corporation Capital Tax) compares to a higher effective recovery rate of 54% for the same quarter last year. The higher weighted average tax recovery rate in last year's quarter is a result of a higher proportion of income from profitable subsidiaries subject to lower tax rates.

As at April 30, 2003, the Company had tax loss carryforwards of over $200 million, expiring between October 2005 and 2010 and therefore available to reduce cash income taxes otherwise payable in future years.

Net Loss for the Period

Excluding the impact of non-recurring gains on asset disposals discussed above, the quarter's pre-tax losses were only $716,000 higher than in the same quarter last year. The net losses of $22.1 million (or $0.51 per share) for the quarter and $41.7 million (or $0.97 per share) for the six months ended April 30, 2003, were $10.9 million worse than the previous year's quarterly net loss of $11.2 million (or $0.25 per share) and $18.7 million worse than the net loss of $23 million (or $0.54 per share) for the same six month period ended in 2002.

Liquidity and Capital Resources

Short-term Debt

Member Loans at April 30, 2003 were $26 million compared with $31 million at October 31, 2002 and $37 million at April 30, 2002. The Company recently applied for and received consent from the various provincial securities commissions to again accept new deposits in its Member Loan program. In the
absence of such a deposit program, Member Loans have steadily declined since November 1, 2001 due to maturities and normal course redemptions. The Company had $215 million in short-term bank debt outstanding at April 30, 2003, a decrease of $195 million from one year earlier. Despite reducing its short-term credit lines by $50 million since April 30, 2002, the Company has increased its available uncommitted short-term borrowing capacity to $89 million as at April 30, 2003. The increase in short-term borrowings (net of cash) of $62 million since January 31, 2003 reflects cash flow used in operations during the quarter of $10.7 million, increased working capital of $40.6 million, capital expenditures net of proceeds from asset disposals of $7.5(million and long-term debt repayments of $3.3 million.

Cash Flow Used in Operations

Cash flow used in operations for the quarter was $10.7 million, $631,000 lower than cash flow used in operations for the same quarter last year. The increase in the pre-tax loss (excluding gains on disposal of assets) for the quarter of $716,000 was more than offset by dividends received from equity investments.

Working Capital

Liquidity at April 30, 2003, measured by the current ratio of 1.16 to 1, improved significantly over the April 30, 2002 ratio of 1.03 to 1, despite the significant seasonal build-up of inventories leading up to the Company's concentrated spring CPS sales season. Working capital of $123 million at April 30, 2003 was $97 million higher than the $26 million of a year earlier. Accounts receivable declined by $37 million over the 12 months to April 30, 2003 due to reduced grain shipments and the annualized impact of an expanded Agricore United Financial program. The $67 million decline in inventories between April 30, 2002 and April 30, 2003 reflects an increase of $40 million in fertilizer (primarily due to increased fertilizer prices), $26 million of lower seed inventories (due to advanced sales timing), offset by lower crop protection product inventory of $53 million (due to better inventory management and earlier sales of seed treatment products), a $15 million reduction in other merchandise and a $13 million reduction in non-Canadian Wheat Board grain inventories (despite higher commodity values).

Non-cash working capital increased by $20 million from October 31, 2002 due to seasonal demands requiring $117 million of higher inventories, $51 million of increased receivables & prepaid expenses and $38 million less in unpresented cheques, offset by an increase of $186 million in trade payables and accrued liabilities.

Capital Expenditures and Acquisitions

Capital expenditures of $10.4 million for the quarter and $15.1 million for the six months ended April 30, 2003 were funded by net short-term debt. The current capital outlay is consistent with the lower level of sustaining capital expenditures required following the Company's recent infrastructure renewal
program as well as general restraint on capital spending.

Leverage

Proceeds from the issue of $105 million of convertible debentures in November 2002 improved the Company's covenanted leverage ratio to 55% at April 30, 2003 compared to 61% at April 30, 2002 and 59% at October 31, 2002. The Company's leverage ratio increased from 53% at January 31, 2003 as a result of the funding of cash used in operations and seasonal increases in working capital. The Company's leverage ratio fluctuates materially with these underlying seasonal variations in working capital, reflecting purchases of grain in the fall and crop inputs inventory through the winter and early spring, all of which cannot be accomplished entirely with trade credit. However, the Company's weighted average leverage ratio declined steadily from 60% for the pro forma trailing twelve months ended October 31, 2001 (pre-Merger) to 54% for the trailing twelve months ended April 30, 2003.

Market Capitalization

The market capitalization of the Company's 45,306,831 issued and outstanding limited voting common shares (61,019,547 common shares including convertible securities) was $290 million as at June 9, 2003 or $6.40 per share compared with the Company's book value of $10.01 per share3 ($9.33 per share fully diluted) at April 30, 2003.

Outlook

The Company's Livestock Services division predominantly manufactures feed for a wide spectrum of livestock (including swine, poultry, dairy, beef cattle as well as other specialized products) at several feedmills located across a broad geographic area covering Manitoba, Alberta and British Columbia. The Company's feedmills comply with all federal regulations and most are also compliant with
Hazard Analysis and Critical Control Point ("HACCP") guidelines, the
internationally recognized system of quality control management for food safety. On May 20, 2003, the identification of a single occurrence of bovine spongiform encephalopathy ("BSE") in a beef cow led to temporary bans on the import of Canadian ruminants and ruminant products (including beef, cattle, and
animal feed) by the United States and other off-shore markets. These temporary measures have led to contraction in processing plants and consequently, an increase in beef cattle on feed. At this time, pending the completion of the investigation by the federal government and other international experts, it is difficult to assess what sustained impact, if any, this incident may have on Western Canada's livestock industry and consequently the impact, if any, on the Company. The manufacture of feed for beef cattle (including the over 2 million head in the Alberta industry) represents less than 20% of the Company's total feed business and therefore any significant downturn in this segment of the feed business is not expected to have a significant impact on the Company's financial results. Apart from its investment in The Puratone Corporation, the 2nd largest swine producer in Manitoba, and some marketing services provided to swine producers, the Company is not directly involved in livestock production.

Since the Company's first quarter report issued March 27, 2003, precipitation levels across Western Canada from April 1, 2003 through May 31, 2003, have continued at levels above historical norms, currently at or above the 60th percentile, measured against the historical distribution, for most of the
arable land in the region. Much of southern Alberta and Saskatchewan have received precipitation levels at the 80th percentile or higher. The Edmonton area, significantly affected by the 2002 drought, has received double the historical average precipitation. These indicators continue to support a recovery in the 2003 growing season compared to 2001 and 2002. Seeding activities across Western Canada are essentially complete. Although ultimately dependent on conditions over the balance of the growing season and through harvest, a return to more normal growing conditions in 2003 would result in substantively improved grain production and increased grain tonnage available for shipping by the industry and the Company in fiscal 2004.

Company shipments closely mirrored industry-wide shipping patterns, particularly in the quarter ended April 30, 2003. The Company continues to expect both Company and industry-wide shipping during the crop year ending July 31, 2003 to be about 50% to 55% of historical averages.

As indicated above, CPS prepaid sales orders at April 30, 2003 increased $19 million or 25% from the same time last year, dominated by increased orders for seed and fertilizer. Combined sales and sales orders for the six months ended April 30, 2003 were up 44% for fertilizer, 38% for crop protection products and 37% for seed products. CPS sales for the month of May 2003 continued to remain strong, increasing $90 million over the same month in 2002. The Company expects to continue to see strong performance from CPS in the third quarter consistent with the seasonal nature of this segment (see Note 3 to the Consolidated Financial Statements).

1. EBITDA and EBIT - Earnings before interest & securitization expenses, taxes, depreciation and amortization, gains or losses on asset disposals and unusual items ("EBITDA") and earnings before gains or losses on asset disposals, interest & securitization expenses, taxes and unusual items ("EBIT") are provided to assist investors in determining the ability of the Company to generate cash from operations to cover financial charges before income and expense items from investing activities, income taxes and items not considered to be in the ordinary course of business. Reconciliations of such measures and net income (loss) are provided in the Consolidated Statements of Earnings and
Retained Earnings and Note 4 to the Consolidated Financial Statements below.  The items are excluded in the determination of such measures as they are non-cash in nature, income taxes, financing charges or are otherwise not considered to be in the ordinary course of business. Such measures should not be considered in isolation of or as a substitute for (i) net income or loss, as
an indicator of the Company's operating performance or (ii) cash flows from operating, investing and financing activities, as a measure of the Company's liquidity. EBITDA and EBIT do not have any standardized meanings prescribed by Canadian generally accepted accounting principles ("GAAP") and are therefore unlikely to be comparable to similar measures presented by other companies.

2. Pro forma financial information is provided to assist investors in comparing results between periods after giving effect to the Merger. In particular, results for UGG from comparable periods in fiscal 2001 have been adjusted to give effect to the Merger as if it had occurred on August 1, 2000 and, accordingly reflect operating results of Agricore in the current periods as if it had been owned for the same number of days in the comparable prior periods. Pro forma financial information is not intended to reflect the results of operations which would have actually resulted had the Merger occurred on August 1, 2000. Pro forma financial information does not have a standardized meaning prescribed by GAAP and the information provided is therefore unlikely to be comparable to similar measures presented by other companies.

3. Book value per share is derived by dividing the shareholders' equity (excluding the equity portion of the convertible debentures) at the end of the period by the total number of limited voting common shares outstanding at the end of the period as if the preferred shares had been converted on a 1:1 basis. The fully diluted book value per share is derived by dividing the shareholders' equity (including both the debt and equity portions of the convertible debentures) at the end of the period by the total number of limited voting common shares outstanding at the end of the period as if the preferred shares, executive stock options and the convertible debentures had been fully converted.

The complete report is at www.agricoreunited.com
 

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