Winnipeg, Manitoba
November 30, 2006
Agricore
United announces redem- ption of convertible debentures |
Agricore United announced today its intention to fully
redeem its outstanding 9% convertible unsecured
subordinated debentures due November 30, 2007 (the
"Debentures") on January 10, 2007 (the "Redemption
Date"). The outstanding principal amount under the
Debentures is $105 million. Pursuant to the trust
indenture governing the Debentures, the Company will
settle the principal amount of the Debentures by issuing
and delivering Limited Voting Common Shares (the
"Shares") and will settle any accrued and unpaid
interest on the Debentures in cash.
The Company had previously announced in its second
quarter report issued June 8, 2006 that it expected to
exercise its option to redeem the Debentures in exchange
for Shares. The redemption will improve the Company's
leverage ratio and lower its interest costs for the 2007
fiscal year. Assuming no voluntary conversions prior to
January 10, 2007, the Company will save $8.4 million in
interest expense compared to what it would have paid
through to the maturity of the Debentures on November
30, 2007.
The number of Shares to be issued pursuant to the
redemption will be determined by dividing the principal
amount of the outstanding Debentures on the Redemption
Date by 95 percent of the volume weighted average
trading price of the Shares on the Toronto Stock
Exchange for 20 consecutive trading days ending on
January 3, 2007. The Company will pay the cash
equivalent value in lieu of issuing fractional Shares.
Holders of Debentures are reminded that they have the
right to convert their Debentures at any time prior to
5:00pm (Toronto time) on January 9, 2007 at a conversion
rate of 133.3333 Shares for each $1,000 principal amount
of Debentures so converted. |
Agricore United
(TSX: AU) today announced record net earnings for the twelve
months ended October 31, 2006 of $21 million ($0.43 basic and
diluted earnings per share), compared with $13 million ($0.25
basic and diluted earnings per share) a year earlier. The
increase in earnings of $8 million or 64 percent compared to the
prior year was driven primarily by a 12 percent improvement in
grain handling shipments, together with improved performance in
the livestock segment.
The company increased earnings
before interest, taxes, depreciation and amortization (EBITDA),
by $12
million to $141 million for the twelve month period. The higher
EBITDA contributed to a $9 million
improvement in cash flow provided by operations of $84 million
and resulted in free cash flow of $55 million
in 2006.
“In 2006, Agricore United
continued its momentum of the past four years and recorded its
highest EBITDA,
cash flow and earnings since the merger of United Grain Growers
Limited and Agricore Cooperative Ltd. in
2001”, says Brian Hayward, Chief Executive Officer. “We have
demonstrated the capacity to generate
significant cash flow and bottom line results and I’m
particularly encouraged by our performance as we move
into a process of evaluating and responding to the hostile
takeover offer we recently received from
Saskatchewan Wheat Pool. While our Board will formally respond
to the offer shortly, my view is that their
offer significantly undervalues Agricore United and its
prospects.”
“A special committee has been
formed to review the hostile takeover offer by Saskatchewan
Wheat Pool. We
are continuing to evaluate the predominantly all-stock offer and
to look at the alternatives to the offer,
including the option of remaining as a stand-alone company,”
says Jon Grant, Chair of the Special
Committee of the Board of Directors of Agricore United.
“Agricore United is a company that
our customers and investors have grown to trust. Thanks to the
efforts of
our employees, we have delivered on our commitments to improve
services to customers, improve results
and reduce debt for our shareholders,” says Hayward. “We are
optimistic we can sustain this momentum
and keep reinvesting for continued growth and enhanced value.”
Performance Highlights
Industry shipments of the six
major grains for the twelve months ended October 31, 2006 were
33 million
tonnes, an increase of four million tonnes or 15 percent
compared to last year. The company’s total grain
shipments increased by 12 percent, or over one million tonnes in
2006 compared to the prior year. The ratio
of the company to industry grain shipments declined one percent
from the prior year as a result of a change
in the proportionate contribution of volume originating from the
three prairie provinces. The company has
significantly greater market share in Manitoba, where grain
production declined in 2005, than in
Saskatchewan where production was dramatically higher last year.
Nonetheless, the company increased its
market share in Saskatchewan in 2006 and increased shipments
from Alberta which offset the decline in
Manitoba and lessened the impact on the company’s overall market
share.
The level of inventory turnover in
Agricore United’s grain handling network is a key factor in the
company’s
profitability. The company’s network of facilities was built to
move grains and oilseeds efficiently from farmgate
to end-user, realize the related railway incentives available
for loading multi-car unit trains, and
minimize the length of time product is held in storage. Agricore
United’s inventory turn factor, a measure of
efficient use of storage capacity, increased to 8.7 times
compared to 7.9 times for the prior fiscal year. This
represents a turn factor 36 percent higher than the industry
average of 6.4 times in 2006. The company
maximizes rail incentives it can earn from the railways by
shipping about 80 percent of its total shipments in
50 or 100 rail car loads, compared to an industry average of
about 74 percent. The remaining shipments
would not otherwise be eligible for rail incentives as these
shipments relate primarily to inter-provincial
movements of barley and feed wheat for domestic markets where
customer facilities are not equipped to handle multi-car blocks
and to movements of specialty crop commodities such as canary
seed and peas
which are not shipped in 50 or 100 car loads.
Grain handling margins of $22.34
per tonne for the twelve months ended October 31, 2006 improved
by
$1.08 per tonne (or five percent) compared to the prior year.
The increased margins in 2006 reflect a 24
percent increase in the proportion of 2006 shipments handled
through the company’s port terminals and
improved port terminal margins per tonne (from increased
storage, cleaning and blending revenue) as well
as ancillary revenues such as drying and wharfage. The
incremental margin also includes $0.46 per tonne
that reflects higher 2006 earnings from the company’s interest
in Prince Rupert Grain Terminal, together with
a recovery related to an adjustment to the company’s
proportionate interest.
Gross profit and net revenue from
the grain handling segment improved by $37 million (or 18
percent)
compared to the prior year. Since operating, general and
administrative (OG&A) expenses in this segment
are substantially fixed, these expenses increased by only $6
million (or four percent) in 2006. As a result,
segment EBITDA increased by $31 million, an improvement of more
than 45 percent from the prior year.
A reduction in crop nutrition sales of $28 million in 2006 was
the main reason for the $44 million decline in
crop input sales in 2006. The reduction in crop nutrition sales
is attributed to higher fertilizer prices in the
spring which limited producer fertilizer applications as well as
to the absence of fertilizer sales in the first
quarter of 2006 as most sales were completed prior to November
1, 2005. Crop protection sales also
declined by $17 million largely due to reduced sale prices on
products coming off patent protection and
regional weather conditions which impacted weed emergence in
June, a key sales month.
Gross profit and net revenue from
the crop production services segment decreased by $28 million
for the
twelve months ending October 31, 2006, largely a result of
reduced sales activity, industry wide pressures on
fertilizer margins due to volatile natural gas prices in the
year, and reduced fertilizer margins from the
company’s proportionate share in Western Cooperative Fertilizers
Limited (“Westco”). However, higher
margins realized on crop protection sales mitigated the lower
sales in that product line. Reduced gross profit
in 2006 was offset by improved cost containment which resulted
in a $5 million reduction in OG&A expenses,
with segment EBITDA declining by $23 million from the prior
year.
The livestock services segment
continued its upward trend. Feed sales of 1.1 million tonnes for
the twelve
months ending October 31, 2006 increased by 138,000 tonnes (or
14 percent) over 2005, despite a 30,000
tonne decline in feed volumes attributed to the divestiture of
the feed mill in Armstrong, B.C. in 2006. The
higher volumes contributed to higher gross profit and net
revenue from services for fiscal 2006 of $59 million,
an improvement of nine percent. Results for the livestock
services segment include the results of the
company’s investment in Hi-Pro Feeds since its acquisition on
August 14, 2006. Hi-Pro Feeds, a feed
manufacturing operation headquartered in Friona, Texas,
contributed 134,000 tonnes and $5 million in gross
profit to the livestock segment in the fourth quarter of 2006.
OG&A expenses in the livestock
division increased by $3 million for the twelve months ended
October 31,
2006, largely due to the acquisition of Hi-Pro Feeds in the
fourth quarter. EBITDA for the livestock division
improved by 11 percent, or $2 million in 2006.
For the twelve months ending
October 31, 2006, financial markets EBITDA improved by $1.3
million or 25
percent compared to the prior year. Results for this segment
include a contribution of $302,000 related to
the company’s new PRISM™ pilot program, which uses sophisticated
technology to combine and manage a
bundled product offering with a risk management component that
mitigates customers’ potential yield losses.
The development of PRISM™ is another example of Agricore
United’s focus on providing solutions to its
customers, much like the solution it advanced several years ago
when it first developed AU Financial and
Unifeed Financial to provide direct financing to producers to
meet their growing working capital needs.
“Agricore United is on the cutting
edge of information technology in the agriculture industry,”
says Hayward.
“We have technology platforms that represent significant assets
of the company.” Hayward says the
company’s customized systems provide the company with a
strategic competitive advantage which is
reflected in its operating profitability, providing superior
real time connections between farmer customers,
frontline operations, transportation and logistics services,
corporate office and end-use customers. The
innovative capabilities of the company’s information technology
group have been recognized on a number of occasions, including
the recent honours received as a finalist in the Canadian
Information Productivity
Awards for innovation in its development of a disaster recovery
site in 2006.
Consolidated OG&A expenses
continued to track below inflation, increasing by less than $2
million or half a
percentage point for the twelve months ended October 31, 2006.
Payroll increases amounted to $5 million,
largely a result of increased grain handling activity and higher
wage costs, while other OG&A expenses
declined by $3 million.
A gain on disposal of assets of $2
million was reported for the twelve months ended October 31,
2006. This
includes a release of almost $2 million in provisions originally
established on the write-down of redundant
assets. Apart from this component, the gain on disposal also
includes the gain on the disposal of a U.S.
partnership interest held by the company’s subsidiary, Demeter
(1993) Inc., the company’s proportionate
share of a gain on the sale of land in Westco, and losses
realized on the disposition of assets in the normal
course of business.
Net earnings for the twelve months
ended October 31, 2006 include a $2 million loss on the
settlement of an
interest rate swap associated with the refinancing of the
company’s long term debt in September, 2006. As
discussed in note 7 in the unaudited Consolidated Financial
Statements below, the new long term debt
arrangements provide for a US$138 million senior secured term
loan (the “Term B Loan”), maturing
September 6, 2013, with a floating interest rate of US LIBOR
plus 1.75 percent, repayable in quarterly
instalments of US$345,000 to maturity or in full at any time
before maturity without premium. An interest rate
swap of US$50 million at a fixed rate of 7.17 percent with a
Schedule I Bank was used to hedge a portion of
the floating interest rate on the Term B Loan. In addition, a
cross currency interest rate swap with a
Schedule I Bank of $97 million was used to hedge the currency
risk of a portion of the Term B Loan
advanced to the Canadian operations, and the floating LIBOR
interest rate was swapped to a floating rate
based on Canadian Banker’s Acceptances plus 2.085 percent.
Since the merger date on November
1, 2001, Agricore United has significantly reduced its debt and
improved its leverage ratio from about 61 percent to 42 percent
at October 31, 2006, nearing its target levels.
The company’s net funded debt at October 31, 2006 was $443
million, a reduction of $43 million from last
year. The company’s average net debt to EBITDA of 3.5 times at
October 31, 2006 is substantially
unchanged from the ratio of 3.4 times at October 31, 2005,
despite the increased debt associated with the
acquisition of Hi-Pro Feeds. The company’s ratio of EBITDA to
fixed charges has improved from 0.9 times
last year to about 1.2 times at October 31, 2006. With the
continuation of the company’s integrated
insurance program, including its grain volume insurance coverage
for a further three year term, effective
November 1, 2006, the company has significantly reduced the
financial and cash flow risk associated with
the underlying grain volume volatility due to weather, even at
its current leverage levels.
“In 2001, Agricore United promised
to pay down debt and we have done so, through effective
execution of
our operational plans and attention to shareholder value”, says
Hayward. “We believe that the renegotiation
of some of our long-term debt financing arrangements in
September 2006 gives the company additional
flexibility, as reduced interest and principal commitments will
further contribute to free cash flow to reinvest
for growth.”
Outlook
Favourable harvest conditions in
the fall have contributed to above average quality of the cereal
crop for
2006, with over 90 percent of the crop falling into the top
grades and higher protein content compared to the
past two years. Statistics Canada has estimated western Canadian
2006 crop year production of the major
grains to be about 49 million tonnes, near the 10 year average
(excluding the unprecedented 2002 drought).
Yields for the oilseed crop are below last year, but supply is
expected to be offset by high levels of carry-in
stocks that exist at the end of the 2006 crop year. Notably,
production in Manitoba is anticipated to rebound
significantly in 2006, up about 67 percent from 2005, when
excessive moisture devastated crops. Production
in Alberta is expected to fall by about 15 percent, while
Saskatchewan production is estimated to fall by
about 18 percent, given flooding in certain regions of the
province this year. As the company’s market share
is more concentrated in Manitoba and Alberta, the net increase
in production in those provinces is expected
to have a favourable impact on the company’s overall percentage
of industry shipments in 2007.
Precipitation levels were above
average throughout most of the prairies in 2006 and with good
sub-soil
moisture conditions in the early spring, on-farm surface water
supplies at November 1, 2006 indicate that no
water shortages are anticipated across western Canada, apart
from the southernmost area of Saskatchewan
along the U.S. border. Natural gas prices (the predominant
component in the manufacture of fertilizer) have
stabilized at lower levels than earlier this year which should
mitigate the risk of potential inventory
depreciation on fertilizer in the spring.
The acquisition of Hi-Pro Feeds
and the resulting expansion of the livestock services division
will increase
the capacity of the company’s feed manufacturing operations by
about 600,000 tonnes. While not
necessarily indicative of future performance, on a pro-forma
basis for the twelve months ended October 31,
2006, the EBITDA reported by Hi-Pro Feeds would have increased
the livestock segment’s EBITDA by about
$10 million.
“The initiatives we delivered this
year have already made a healthy contribution to our bottom
line,” says
Hayward. “We will continue to explore growth opportunities
pursuant to the strategic intents we announced
earlier this year.”
Use of Non-GAAP Terms
Earnings before interest, taxes,
depreciation and amortization (EBITDA) and earnings before
interest, taxes,
gains or losses on asset disposals, discontinued operations net
of tax and unusual items (EBIT) are provided
to assist investors in determining the ability of the company to
generate cash flow 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. A
reconciliation of such measures to net income is
provided in the Consolidated Statements of Earnings and in Note
4 to the unaudited Consolidated Financial
Statements below. The items excluded in the determination of
such measures include items that are noncash
in nature, income taxes, financing charges or items not
considered to be in the ordinary course of
business. EBITDA and EBIT provide important management
information concerning business segment
performance since the company does not allocate financing
charges or income taxes to these individual
segments. Such measures should not be considered in isolation to
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.
Free cash flow is provided to
assist investors and is used by management in determining the
cash flow
available to meet ongoing financial obligations, including
principal repayments on debt and discretionary
dividend payments and refers to cash flow provided by operations
less sustaining investing activities. Free
cash flow for the twelve months ended October 31, 2006 is
calculated as follows: (i) cash flow provided by
operations ($84.3 million); less (ii) property, plant and
equipment expenditures ($21.1 million); plus (iii)
proceeds from disposal of property plant and equipment ($4.9
million); less (iv) increase in other assets
($12.7 million). Such a measure should not be considered in
isolation of or as a substitute for cash flow
provided by operations as a measure of the company’s liquidity.
Net funded debt is provided to
assist investors and is used by management in assessing the
company’s
liquidity position and is used to monitor how much debt the
company has (excluding the 9 percent convertible
unsecured subordinated debentures) after taking into account
liquid assets such as cash and cash
equivalents. As at October 31, 2006 and 2005, the company’s net
funded debt of $443.3 million and $486.8
million, respectively, is calculated as follows: (i) long-term
debt (2006 – $334.3 million; 2005 - $283.3
million); plus (ii) the current portion of long-term debt (2006
– $21.9 million; 2005 - $39.3 million); plus (iii)
bank and other loans (2006 - $133.6 million; 2005 – $200.8
million); less (iv) cash and cash equivalents
(2006 - $46.5 million; 2005 - $36.6 million). Such a measure
should not be considered in isolation of or as a
substitute for current liabilities, short-term debt, or
long-term debt as a measure of the company’s
indebtedness.
Average net debt to EBITDA is
provided to assist investors and is used by management in order
to assess
the company’s liquidity position and monitor the company’s debt
obligations relative to its annualized
EBITDA. Average net debt to EBITDA at October 31, 2006 and 2005
of 3.5 times and 3.4 times,
respectively, is calculated by dividing the average net debt as
at such date by the EBITDA for the trailing
twelve month period ending on such date. EBITDA for each of the
fiscal periods ended October 31, 2006 and 2005 is $140.6 million
and $128.7 million, respectively. Average net debt as at such
dates is calculated
by taking the sum of the net funded debt (calculated as noted
above) as at the end of each month during the
12 months ended on such date and dividing it by 12. The average
net debt computed for the period ended
October 31, 2006 was $498.2 million (2005 - $442.0 million).
EBITDA to fixed charges is
provided to assist investors and is used by management in order
to determine
the ability of the company to service its committed sustaining
capital needs and financial obligations from
EBITDA. EBITDA to fixed charges at October 31, 2006 and 2005 of
1.2 times and 0.9 times, respectively, is
calculated by dividing EBITDA for the twelve month period ended
on such date by the fixed charges as at
such date. EBITDA for each of the periods ended October 31, 2006
and 2005 is $140.6 million and $128.7
million, respectively. Fixed charges as at such dates is
calculated as follows: (i) property, plant and
equipment expenditures (2006 - $21.1 million; 2005 - $36.4
million); plus (ii) scheduled long-term debt
repayments (2006 - $39.7 million; 2005 - $39.3 million); plus
(iii) interest and securitization expenses (2006 -
$52.8 million; 2005 - $49.9 million); plus (iv) dividends (2006
- $6.5 million; 2005 - $6.5 million); and (v) cash
taxes (2006 - $207,000; 2005 - $4.7 million).
Such measures do not have any
standardized meanings prescribed by Canadian GAAP and are
therefore
unlikely to be comparable to similar measures presented by other
companies.
Agricore United is one of
Canada’s leading agri-businesses with headquarters in Winnipeg,
Manitoba and extensive operations and distribution capabilities
across western Canada, as well as operations in the United
States and Japan. Agricore United uses its technology, services
and logistics expertise to leverage its network of facilities
and connect agricultural customers to domestic and international
customers and suppliers. The company’s operations are
diversified into sales of crop inputs and services, grain
merchandising, livestock production services and financial
services. Agricore United’s common shares are traded on the
Toronto Stock Exchange under the symbol “AU”. |