Ag Growth Announces Second Quarter 2011 Results; Declares Dividends
(firmenpresse) - WINNIPEG, MANITOBA -- (Marketwire) -- 08/12/11 -- Ag Growth International Inc. (TSX: AFN) today announced financial results for the second quarter and first half of 2011 and declared dividends for the next three months.
Overview of Results
Ag Growth achieved record second quarter and first half sales in 2011 as revenues from divisions acquired in 2010 and strength in commercial grain handling more than offset the impact of a stronger Canadian dollar and weather-related weakness in western Canada. EBITDA for the three and six months ended June 30, 2011 was $20.4 million and $33.7 million, respectively (2010 - $20.5 million and $32.2 million) and adjusted EBITDA was $18.2 million and $30.0 million (2010 - $19.5 million and $29.4 million) for the periods then ended. Diluted earnings per share for the three and six months ended June 30, 2011 were $0.91 per share and $1.34 per share, respectively, representing increases of 5.8% and 9.8% compared to the same periods in the prior year.
"The record second quarter trade sales are attributable to strength in commercial grain handling and acquisitions in 2010" said Gary Anderson, President and Chief Executive Officer. "The main reason for the decrease in second quarter adjusted EBITDA is the continued strength of the Canadian dollar compared to the US dollar. We also have experienced some ongoing start up challenges at our Twister plant which have been identified and are being resolved. We expect these issues to be behind us by the end of the year."
"Looking ahead, we remain very positive about growth for 2012 and beyond. This view is based on agricultural fundamentals, including increased emphasis on agricultural infrastructure around the world. This is particularly true in developing countries where we are establishing overseas sales."
Outlook
The primary demand driver for portable grain handling equipment is the volume of grains grown, and based on current conditions management anticipates that a large US crop will be supportive of demand. Prospects for a large US crop are good, based on 2011 planting by US farmers of approximately 92 million acres of corn, up 4.5% from 88 million acres in 2010. In addition, positive agricultural macro-economic factors continue to drive demand for commercial grain handling equipment both domestically and overseas.
Our commercial divisions continue to deliver strong growth in North America and internationally due in part to increasing capital expenditures by the major multinational grain handlers. We have recently won projects in Russia, Eastern Europe, Southeast Asia and Latin America and are in the process of establishing a sales office in South America in hopes of further capitalizing on growth potential in this market in 2012 and beyond.
We are, however, anticipating a number of challenges in the second half of 2011. In addition to a continuing strong Canadian dollar and resolution of the start-up issues at our Twister plant, adverse market conditions have also negatively impacted our Mepu division as market excess inventories, the result of a regional 2010 drought, are leading to extremely aggressive pricing in the marketplace in a period of higher than historical steel costs.
Demand in the second half of 2011 will be influenced by crop conditions. Due to a prolonged heat wave in the US, there is a risk of crop deterioration. Demand may also be impacted by changes in global macro-economic factors.
We remain positive about growth for 2012 in North America and overseas. We are still at the front end of our international development, and we are confident that we will continue to gain traction there with the quality of our products, the strength of our brands, the breadth of our catalogue and the talent of our sales team. We expect start-up challenges at our new Alberta bin plant to be fully resolved by the end of 2011, and we retain a very positive outlook for contributions from this plant in 2012 and beyond. We are confident that the combination of lean manufacturing practices and growing demand for storage bins, particularly in overseas markets, will pay off handsomely in the long term.
Dividends
Ag Growth today announced the declaration of cash dividends of $0.20 per common share for the months of September 2011, October 2011, and November 2011. The dividends are eligible dividends for Canadian income tax purposes. Ag Growth's current annualized cash dividend rate is $2.40 per share.
MD&A and Financial Statements
Ag Growth's financial statements and MD&A will be available electronically from SEDAR () or from Ag Growth's website ().
Conference Call
Ag Growth will hold a conference call at 1:00 p.m. EST today to discuss its financial results. The call will begin with a short address by Gary Anderson, President and Chief Executive Officer, followed by a question and answer period for investment analysts, investors, and other interested parties.
To participate in the conference call, please dial 1-888-340-9642 or for local access dial 416-340-8530. An audio replay of the call will be available for seven days. To access the audio replay, please dial 1-800-408-3053 or for local access dial 905-694-9451. Please quote confirmation code 4624435.
Company Profile
Ag Growth International Inc. is a leading manufacturer of portable and stationary grain handling, storage and conditioning equipment, including augers, belt conveyors, grain storage bins, grain handling accessories, grain aeration equipment and grain drying systems. Ag Growth has eleven manufacturing facilities in Canada, the United States, the United Kingdom and Finland, and its sales, marketing, and distribution system distributes product in 48 states, nine provinces, and internationally.
Non-IFRS Measures
References to "EBITDA" are to profit before income taxes, finance costs, depreciation and amortization. References to "Adjusted EBITDA" are to EBITDA before the Company's gain or loss on foreign exchange, gains or losses on the sale of property, plant & equipment and other operating expenses. References to "trade sales" are to sales excluding the gain on foreign exchange. Management believes that, in addition to sales, profit or loss and cash flows from operating, investing, and financing activities, trade sales, EBITDA and Adjusted EBITDA are useful supplemental measures in evaluating the Company's performance. Trade sales, EBITDA and Adjusted EBITDA are not financial measures recognized by IFRS and do not have a standardized meaning prescribed by IFRS. Management cautions investors that trade sales, EBITDA and Adjusted EBITDA should not replace sales or profit or loss as indicators of performance, or cash flows from operating, investing, and financing activities as a measure of the Company's liquidity and cash flows. Ag Growth's method of calculating trade sales, EBITDA and Adjusted EBITDA may differ from the methods used by other issuers.
Forward-Looking Statements
This press release contains forward-looking statements that reflect our expectations regarding the future growth, results of operations, performance, business prospects, and opportunities of the Company. Forward-looking statements may contain such words as "anticipate", "believe", "continue", "could", "expects", "intend", "plans", "will" or similar expressions suggesting future conditions or events. In particular, the forward looking statements in this press release include statements relating to the benefits of acquisitions, our business and strategy, including our outlook for our financial and operating performance through the balance of 2011 and in future years, growth in sales to developing markets, the resolution of start-up issues at our Twister bin plant and the future contribution of that plant to our operating and financial performance, the impact of crop conditions in our market areas, the impact of current economic conditions on the demand for our products, and the payment of dividends. Such forward-looking statements reflect our current beliefs and are based on information currently available to us, including certain key expectations and assumptions concerning anticipated financial performance, business prospects, strategies, product pricing, regulatory developments, tax laws, the sufficiency of budgeted capital expenditures in carrying out planned activities, foreign exchange rates and the cost of materials, labour and services. Forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual results to differ materially from results discussed in the forward-looking statements, including changes in international, national and local business conditions, crop yields, crop conditions, seasonality, industry cyclicality, volatility of production costs, commodity prices, foreign exchange rates, and competition. In addition, actual results may be materially impacted by the pace of recovery from the global economic crisis in certain areas, including the cost and availability of capital. These risks and uncertainties are described under "Risks and Uncertainties" in our MD&A and in our most recently filed Annual Information Form. We cannot assure readers that actual results will be consistent with these forward-looking statements and we undertake no obligation to update such statements except as expressly required by law.
AG GROWTH INTERNATIONAL INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS, SECOND QUARTER 2011
Dated: August 12, 2011
This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the audited consolidated financial statements and accompanying notes of Ag Growth International Inc. ("Ag Growth", the "Company", "we", "our" or "us") for the year ended December 31, 2010, which were prepared in accordance with previous Canadian generally accepted accounting principles ("CGAAP"), the unaudited interim consolidated financial statements of the Company for the three month period ended March 31, 2011, which were prepared in accordance with International Financial Reporting Standards ("IFRS") and the unaudited interim condensed consolidated financial statements of the Company for the three month and six month periods ended June 30, 2011, which were prepared in accordance with IAS 34, Interim Financial Reporting.
Results are reported in Canadian dollars unless otherwise stated. As at June 30, 2011, the closing value of the US dollar in Canadian dollars was $0.9645, down 9.4% from $1.0646 as at June 30, 2010, according to the Bank of Canada.
Throughout this MD&A references are made to "trade sales", "EBITDA", "adjusted EBITDA", "gross margin", "funds from operations" and "payout ratio". A description of these measures and their limitations are discussed below under "Non-IFRS Measures".
This MD&A contains forward-looking statements. Please refer to the cautionary language under the heading "Risks and Uncertainties" and "Forward-Looking Statements" in this MD&A, and in our most recently filed Annual Information Form.
SUMMARY OF RESULTS FOR THE SECOND QUARTER AND FIRST HALF OF 2011
We achieved record second quarter and first half sales in 2011 as revenues from divisions acquired in 2010 and strength in commercial grain handling more than offset the negative impact of foreign exchange and weather-related weakness in western Canada. Adjusted EBITDA declined in the second quarter of 2011 compared to 2010 as a result of foreign exchange rate fluctuations, high steel costs, and significant normal course of business start-up challenges at a new storage bin manufacturing facility in Alberta. Diluted earnings per share for the three and six months ended June 30, 2011 were $0.91 per share and $1.34 per share, respectively, representing increases of 5.8% and 9.8% compared to the same periods in the prior year. The following table sets forth a summary of our results for the second quarter and first half of 2011 compared with a year earlier.
CORPORATE OVERVIEW
We are a manufacturer of agricultural equipment with a focus on grain handling, storage and conditioning products. Our business is affected by regional and global trends in grain volumes, on-farm and commercial grain storage and handling practices, and crop prices. Our business is seasonal, with higher sales occurring in the second and third calendar quarters compared with the first and fourth quarters.
We sell portable versions of our products primarily to individual farmers, mainly through a network of independent dealers and distributors. We sell larger, commercial (sometimes referred to as stationary) versions of our products primarily to corporate customers, mainly by bidding for contracts.
We manufacture in Canada, the US and Europe and we sell products globally, with most of our sales in the US. The following table sets forth our geographic concentration of sales for the first half of 2011 compared with a year earlier.
Our business is sensitive to fluctuations in the value of the Canadian and US dollars as a result of our exports from Canada to the US and as a result of earnings derived from our US based divisions. Fluctuations in currency impact our results even though we engage in currency hedging with the objective of partially mitigating our exposure to these fluctuations.
Our business is also sensitive to fluctuations in input costs, especially steel, a principal raw material in our products. Steel represented approximately 29% of production costs in fiscal 2010. Short-term fluctuations in the price of steel impact our financial results even though we strive to partially mitigate our exposure to such fluctuations through the use of long-term purchase contracts, bidding commercial projects based on current input costs, and passing input costs on to customers through sales price increases.
Acquisitions in Fiscal 2010
The inclusion of the assets, liabilities and operating results of a number of previously announced acquisitions significantly impact comparisons with 2010. As such, the acquisitions made in fiscal 2010 are summarized briefly below.
Mepu Oy - Ag Growth acquired 100% of the outstanding shares of Mepu Oy ("Mepu"), on April 29, 2010, for cash consideration of $11.3 million, plus costs related to the acquisition of $0.6 million and the assumption of a $1.0 million operating line. The acquisition was funded from cash on hand. Mepu is a Finland based manufacturer of grain drying systems and other agricultural equipment. The acquisition of Mepu provided the Company with a complementary product line, distribution in a region where the Company previously had only limited representation and a corporate footprint near the growth markets of Russia and Eastern Europe. Mepu had average sales and EBITDA of approximately 14 million Euros (CAD $19 million) and 1.5 million Euros (CAD $2 million), respectively, in the three fiscal years prior to acquisition. The nature of Mepu's business is very seasonal with a heavy weighting towards the second and third quarters.
Franklin Enterprises - Ag Growth acquired the assets of Winnipeg-based Franklin Enterprises Ltd ("Franklin") effective October 1, 2010 for cash consideration of $7.1 million, plus costs related to the acquisition of $0.4 million and a working capital adjustment of $1.7 million. The acquisition was funded from cash on hand. Franklin enhances Ag Growth's manufacturing capabilities and can increase production capacity in periods of high in-season demand. Franklin has played an integral role in the development of the new storage bin product line. Franklin's custom manufacturing business is expected to generate monthly sales of approximately $1 million and to roughly break-even on an EBITDA basis.
Tramco, Inc. - Ag Growth acquired 100% of the outstanding shares of Wichita, Kansas-based Tramco, Inc. ("Tramco"), on December 20, 2010, for cash consideration of $21.5 million, less a working capital adjustment of $1.4 million. Costs related to the acquisition were $0.6 million. The acquisition was funded from cash on hand. Tramco is a manufacturer of heavy duty chain conveyors and related handling products, primarily for the grain processing sector. Tramco is an industry leader with a premier brand name and strong market share and as such provides the Company with an excellent entry point into a new segment of the food supply chain. Tramco had average sales and EBITDA of approximately $30 million and $4 million, respectively, in the two fiscal years prior to acquisition. Demand in the processing sector in 2011 remains strong, particularly in overseas markets. Tramco manufactures in Wichita, Kansas, and in Hull, England. It has a sales office in the Netherlands.
OUTLOOK
The primary demand driver for portable grain handling equipment is the volume of grains grown, and based on current conditions management anticipates that a large US crop will be supportive of demand. Prospects for a large US crop are good, based on 2011 planting by US farmers of approximately 92 million acres of corn, up 4.5% from 88 million acres in 2010. In addition, positive agricultural macro-economic factors continue to drive demand for commercial grain handling equipment both domestically and overseas.
Our commercial divisions continue to deliver strong growth in North America and internationally due in part to increasing capital expenditures by the major multinational grain handlers. We have recently won projects in Russia, Eastern Europe, Southeast Asia and Latin America and are in the process of establishing a sales office in South America in hopes of further capitalizing on growth potential in this market in 2012 and beyond.
We are, however, anticipating certain challenges in the second half of 2011. The delivery and final commissioning of our new storage bin manufacturing equipment occurred later than originally anticipated, which delayed the ambitious ramp up of our greenfield facility and magnified the start up bottleneck in prototyping, pre-production and design documentation and the implementation of new manufacturing processes. While these matters are being resolved, we are temporarily incurring higher costs to meet the needs of our customers and have missed certain international opportunities that we had previously expected to win for 2011. Gross margin pressures are expected to continue in the second half of 2011 due to high steel costs and less than optimal operating efficiencies as we address our start-up challenges. The new bins have been well received, based on feedback from early customers.
Our Mepu division has experienced adverse market conditions in Scandinavia and Russia, the result of extremely aggressive pricing by competitors with excess inventories due to 2010 drought conditions, combined with rising steel input costs that can't be passed on to customers in current market conditions. We have also experienced a deteriorating situation in Belarus, which is experiencing significant inflation, currency devaluation, hard currency and credit restrictions and political protests. These factors have significantly weakened demand for Mepu's products compared with 2010.
The continued strength of the Canadian dollar versus the US dollar may negatively impact 2011 financial results compared to the prior year. Demand in the second half of 2011 will be influenced by crop conditions. Due to a prolonged heat wave in the US, there is a risk of crop deterioration. Demand may also be impacted by changes in global macro-economic factors.
We remain very positive about growth for 2012 and beyond based on positive agricultural fundamentals, including increased emphasis on agricultural infrastructure around the world, especially in developing countries where we are establishing overseas sales. We are still at the front end of our international development, and we are very confident that we will continue to gain traction there with the quality of our products, the strength of our brands, the breadth of our catalogue and the talent of our sales team. We expect start-up challenges at our new Alberta bin plant to be fully resolved by the end of 2011, and we retain a very positive outlook for contributions from this plant in 2012 and beyond. We are confident that the combination of lean manufacturing practices and growing demand for storage bins, particularly in overseas markets, will pay off handsomely in the long term.
Trade sales for the second quarter of 2011 were $86.1, up 15.8% from $74.4 million a year earlier. Trade sales for the first half of 2011 were $152.1 million, up 20.7% from $126.0 million a year earlier. The gains in both periods were largely the result of sales from companies acquired in 2010 and strong demand for commercial equipment, partially offset by the negative effect of a stronger Canadian dollar and less than optimal crop production conditions in western Canada.
Excluding the impact of acquisitions, trade sales were $69.4 million for the second quarter of 2011 (2010 - $71.0 million) and $122.7 million for the first half of 2011 (2010 - $122.6 million). Sales would have been higher in the 2011 periods but for the delayed start up of the storage bin production plant and the impact of the stronger Canadian dollar.
The Canadian dollar was stronger in the second quarter of 2011 (average rate of $0.97) compared to 2010 (average rate of $1.04) which resulted in lower sales for financial reporting purposes. To illustrate, in 2010 a $100,000 sale denominated in U.S. dollars (whether imported from Canada or manufactured in the US) would have been reported as CAD $104,000, while the same sale would have been reported as CAD $97,000 in 2011.
If the Canada/US exchange rates in 2011 had been the same as 2010, sales in the second quarter of 2011 (on a net of acquisitions basis) would have been approximately $75 million, representing a new record and a 5.6% increase from $71.0 million in the second quarter of 2010. Similarly, sales in the first half of 2011 would have been approximately $129 million, also a new record and a 5% increase from $122.6 million in the first half of 2010.
- Trade sales in the US market, denominated in US dollars and net of sales attributable to acquisitions completed in 2010, totalled US $47.9 million in the second quarter of 2011, up 3% from US $46.7 million a year earlier, and US $82.2 million in the first half of 2011, up 5% from US $78.1 million a year earlier. The significant increase is primarily the result of strong sales of commercial equipment as positive agricultural fundamentals continued to stimulate demand.
- Canadian trade sales, net of sales attributable to acquisitions completed in 2010, totalled $17.2 million in the second quarter of 2011, down 9% from $19.1 a year earlier. The decrease is the result of lower sales of portable grain handling equipment as the negative impact of excessive moisture in Western Canada affected all of the second quarter of 2011 but only the latter part of the second quarter of 2010. For the first half of 2011, Canadian trade sales, net of sales attributable to acquisitions completed in 2010, totalled $31.5 million, down 5.4% from $33.3 million, a year earlier. Canadian trade sales in the first half of 2011 benefited from stronger sales of commercial equipment and, excluding these, our sales of on-farm portable grain handling, storage and aeration equipment in the second quarter and first half of 2011 decreased 14% and 9%, respectively, compared to 2010.
- International trade sales in the second quarter of 2011 were $14.4 million, up 67% from $8.6 million a year earlier, mainly due to our 2010 acquisitions of Mepu and Tramco (see "Acquisitions in fiscal 2010" above) and commercial projects in Eastern Europe, South America and the Middle East. Excluding acquisitions, international sales were $5.7 million in the second quarter of 2011, up 10% from $5.2 million a year earlier. Similarly, international sales excluding acquisitions were $11.2 in the first half of 2011, up 10% from $10.2 in the first half of 2010. Our international footprint continues to grow as a result of additions to the international sales and marketing team and the acquisitions. International sales activity in the second quarter included sales to Russia, South America, the Middle East and Southeast Asia.
Gross margin declined in the second quarter of 2011, compared with a year earlier, mainly due to the 2010 acquisitions. As expected the consolidated gross margin was negatively impacted by the inclusion of Mepu, Franklin and Tramco as the gross margins of these newly acquired businesses are lower than Ag Growth's historical gross margin percentage.
Gross margin excluding acquisitions declined in the second quarter of 2011 compared with a year earlier due to:
- The adverse effect of the strong Canadian dollar;
- The higher cost of steel inputs, which mainly affected certain products for which costs could not be passed on, including products produced by the Mepu division and the new storage bin plant in Alberta; and
- Start-up issues at the new storage bin plant in Alberta, including the inefficiency of labour during commissioning and debugging of equipment and inefficiencies in the manufacture of the new product during the learning period.
For the first half of 2011, the increase in gross profit would have been greater but for factors described above.
The factors noted above were partially offset by the continued benefits of high throughput and production efficiencies that resulted from the implementation of lean manufacturing practices at several of the Company's divisions.
For the first half of 2011, the factors affecting the gross margin were similar to those affecting the second quarter.
For the second quarter of 2011 G&A expressed as a percentage of trade sales was consistent with the year earlier period but increased by 14.3% expressed in dollars. The main reason for the increase was the 2010 acquisitions. Most of the remainder of the increase consisted of non-recurring professional fees related to the transition to IFRS. Partially offsetting these factors was lower stock-based compensation that resulted from a reduced number of share awards outstanding and a lower expense related to the LTIP. For the first half of 2011, the factors affecting the increase in G&A, expressed in dollars, were similar to those affecting the second quarter.
The adjusted EBITDA decline in the second quarter of 2011 compared with a year earlier is largely due to the stronger Canadian dollar, start-up challenges at the Company's new storage bin facility, weather related weakness in western Canada and factors affecting Mepu, as described above under "Outlook". The acquisitions made in 2010 did not contribute significantly to adjusted EBITDA.
The EBITDA decline for the second quarter of 2011 compared with a year earlier is due to the factors affecting adjusted EBITDA offset by a larger gain on foreign exchange derivative contracts.
For the first half of 2011, the increases in adjusted EBITDA and EBITDA were largely attributable to strength in commercial handling, partially offset by the factors that negatively impacted the second quarter of 2011.
Finance Costs
The Company's bank indebtedness as at June 30, 2011 was $2.2 million (2010 - $nil) and its outstanding long-term debt including the current portion was $23.7 million (2010 - $26.2 million). Long-term debt at June 30, 2011 is comprised of US $25.0 million aggregate principal amount of non-amortizing secured notes that bear interest at 6.80% and mature October 29, 2016 and $0.1 million of 0% GMAC financing, net of all deferred financing costs of $0.4 million. The Company is also party to a credit facility with three Canadian chartered banks that includes CAD $10.0 million and US $2.0 million available for working capital purposes and provides for non-amortizing long-term debt of up to CAD $38.0 million and US $20.5 million. The facilities bear interest at rates of prime plus 0.50 % to prime plus 1.50% based on performance calculations and matures on October 29, 2012. See "Financial Instruments".
Obligations under capital lease of $0.3 million include a number of equipment leases with an average interest rate of 6.5%. The lease end dates are in 2011 and 2012.
Finance costs for the three and six month periods ended June 30, 2011 were $3.1 million and $6.2 million, respectively (2010 - $3.1 million and $6.2 million). At June 30, 2011 the Company had outstanding $114.9 million aggregate principal amount of convertible unsecured subordinated debentures (2010 - $115.0 million). The Debentures bear interest at an annual rate of 7.0% and mature December 31, 2014. See "Capital Resources". Finance costs are comprised of the 7.0% coupon interest on the Debentures, non-cash interest related to debenture accretion, the amortization of deferred finance costs, stand-by fees and other sundry cash interest.
Finance Income
Finance income is comprised of interest earned on the Company's surplus cash balances and gains or losses on translation of the Company's U.S. dollar denominated long-term debt.
Depreciation and amortization
Under IFRS the depreciation of property, plant and equipment and the amortization of intangible assets are categorized on the income statement in accordance with the function to which the underlying asset is related.
Current income tax expense
For the three and six months ended June 30, 2011, the Company recorded current tax expense of $2.3 million and $2.9 million, respectively (2010 - $1.6 million and $1.7 million). Current tax expense relates primarily to certain subsidiary corporations of Ag Growth, including its U.S. and Finland based divisions.
Deferred income tax expense
For the three and six months ended June 30, 2011, the Company recorded future tax expense of $0.7 million and $3.3 million, respectively (2010 - $2.4 million and $5.1 million). The deferred tax expense in 2011 relates to the utilization of deferred tax assets plus a decrease in deferred tax liabilities that related to the application of corporate tax rates to reversals of temporary differences between the accounting and tax treatment of depreciable assets, intangibles, reserves, deferred compensation plans and deferred financing fees.
Profit and profit per share
For the three and six months ended June 30, 2011, the Company reported net profit of $12.0 million and $16.7 million, respectively (2010 - $11.6 million and $16.0 million), basic net profit per share of $0.97 and $1.35 (2010 - $0.90 and $1.23), and fully diluted net profit per share of $0.91 and $1.34 (2010 - $0.86 and $1.22).
Interim period sales and profit historically reflect seasonality. The third quarter is typically the strongest primarily due to the timing of construction of commercial projects and high in-season demand at the farm level. Due to the seasonality of Ag Growth's working capital movements, cash provided by operations will typically be highest in the fourth quarter.
The following factors impact the comparison between periods in the table above:
- Sales, gain (loss) on foreign exchange, profit, and profit per share in all periods are significantly impacted by the rate of exchange between the Canadian and U.S. dollars.
- Sales, net profit and profit per share are significantly impacted by the acquisitions of Mepu (April 29, 2010), Franklin (October 1, 2010) and Tramco (December 20, 2010).
- Profit and profit per share in the first and second quarters of 2009 benefited from non-recurring deferred income tax recoveries related to Ag Growth's conversion to a corporation (the "Conversion") and a change in effective tax rates.
- Profit and profit per share subsequent to October 27, 2009 are impacted by interest expense related to the Debentures (see "Capital Resources").
For the three and six months ended June 30, 2011, cash used in operations was $1.4 million and $1.5 million, respectively (2010 - cash provided of $7.1 million and $3.4 million, respectively). The increased use of cash compared to 2010 is primarily the result of increased working capital requirements which resulted from inventory purchases related to the Company's new storage bin operation and the timing of receipt of accounts receivable. Ag Growth's working capital requirements in 2011 will be impacted by sales demand as well as certain risk factors including foreign exchange rates and fluctuations in input costs.
Working Capital Requirements
Interim period working capital requirements typically reflect the seasonality of the business. Ag Growth's collections of accounts receivable are weighted towards the third and fourth quarters. This collection pattern, combined with historically high sales in the third quarter that result from seasonality, typically lead to accounts receivable levels increasing throughout the year and peaking in the third quarter. Inventory levels typically increase in the first and second quarters and then begin to decline in the third or fourth quarter as sales levels exceed production. As a result of these working capital movements, historically, Ag Growth begins to draw on its operating lines in the first or second quarter. The operating line balance typically peaks in the second or third quarter and normally begins to decline later in the third quarter as collections of accounts receivable increase. Ag Growth has typically fully repaid its operating line balance by early in the fourth quarter.
Results in 2011 are generally expected to approximate historical patterns, however due to a larger than typical opening cash balance the Company may not draw on its operating lines to the same extent as in prior years. Acquisitions completed in 2010 will have a minor effect on seasonal working capital requirements in 2011 as sales and EBITDA at Mepu and Tramco have historically been weighted to the second and third quarters.
Capital Expenditures
Ag Growth had maintenance capital expenditures of $1.5 million and $2.1 million in the three and six months ended June 30, 2011 (2010 - $1.0 and $2.1), representing 1.7% of and 1.4% of sales, respectively (2010 - 1.4% and 1.7%). Maintenance capital expenditures in 2011 relate primarily to purchases of manufacturing equipment, trucks, trailers, and forklifts and were funded through cash on hand, cash from operations and bank indebtedness. Maintenance capital expenditures in 2011 are expected to increase slightly over 2010 levels, largely due to the addition of three new divisions in 2010, and are expected to be funded through cash on hand, cash from operations and bank indebtedness.
Ag Growth defines maintenance capital expenditures as cash outlays required to maintain plant and equipment at current operating capacity and efficiency levels. Non-maintenance capital expenditures encompass other investments, including cash outlays required to increase operating capacity or improve operating efficiency. Ag Growth had non-maintenance capital expenditures in the three and six months ended June 30, 2011 of $2.1 million and $3.9 million, respectively (2010 - $5.9 million and $10.8 million). As expected, non-maintenance capital expenditures in 2011 have decreased significantly from 2010. Non-maintenance capital expenditures in 2011, excluding approximately $3.2 million to complete the storage bin capacity project as discussed below, are expected to return to 2009 levels and are expected to be financed through cash on hand, cash from operations and bank indebtedness. The following capital expenditures were classified as non-maintenance in 2011:
i. Grain storage bin capacity - in 2010 the Company invested $15.9 million towards a grain storage bin manufacturing facility and automated storage bin production equipment. The investment is expected to allow the Company to capitalize on international sales opportunities and to increase sales in North America. In 2011 the Company invested an additional $3.1 million to complete the project. No additional significant expenditures are anticipated.
ii. Manufacturing equipment - the Company invested $0.7 million to upgrade certain equipment to allow for increased capacity, primarily at Hi Roller and Union Iron.
Cash Balance
For the three and six month periods ended June 30, 2011, the Company's cash balance decreased $10.8 million and $35.0 million, respectively (2010 - $33.6 million and $54.3 million). The decrease in the cash balance in 2010 and 2011 resulted from payments related to acquisitions, strategic capital expenditures and seasonality.
Debentures relate to the aggregate principal amount of debentures issued by the Company in October 2009 (see "Convertible Debentures"). Long-term debt at June 30, 2011 is comprised of US $25.0 million aggregate principal amount of secured notes issued through a note purchase and private shelf agreement, net of deferred financing costs, and GMAC financed vehicle loans. Capital lease obligations relate to a number of leases for equipment. The operating leases relate primarily to vehicle, equipment, warehousing, and facility leases and were entered into in the normal course of business.
As at August 12, 2011, the Company had no outstanding commitments in relation to capital expenditures for building and equipment.
CAPITAL RESOURCES
Cash
The Company had bank indebtedness of $2.2 million as at June 30, 2011 (2010 - cash of $54.8 million). The Company's cash balance at June 30, 2010 was higher than is typical because it included a portion of the net proceeds received from an October 2009 debenture offering (see "Convertible Debentures"). The remainder of the debenture proceeds was deployed later in fiscal 2010.
Long-term debt
On October 29, 2009, the Company authorized the issue and sale of US $25.0 million aggregate principal amount of secured notes through a note purchase and private shelf agreement. The notes are non-amortizing and bear interest at 6.80% and mature October 29, 2016. The agreement also provides for a possible future issuance and sale of notes of up to an additional US $75.0 million aggregate principal amount, with maturity dates no longer than ten years from the date of issuance. Ag Growth is subject to certain financial covenants, including a maximum leverage ratio and a minimum debt service ratio. The Company is in compliance with all financial covenants.
On October 29, 2009, the Company also entered a credit facility with three Canadian chartered banks that includes CAD $10.0 million and US $2.0 million available for working capital purposes, and provides for non-amortizing long-term debt of up to CAD $38.0 million and US $20.5 million. No amounts were drawn under these facilities as at June 30, 2011. The facilities bear interest at rates of prime plus 0.50 % to prime plus 1.50% based on performance calculations and matures on October 29, 2012. Ag Growth is subject to certain financial covenants, including a maximum leverage ratio and a minimum debt service ratio, and is in compliance with all financial covenants.
Obligation under capital leases
In conjunction with the Franklin acquisition the Company assumed a number of capital leases for manufacturing equipment. The leases bear interest at rates averaging 6.5% and mature in 2011 and 2012. The Company expects to exercise the buyout option upon maturity of the equipment leases.
Convertible Debentures
In the fourth quarter of 2009, the Company issued $115 million aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture. The Debentures bear interest at an annual rate of 7.0% payable semi-annually on June 30 and December 31. Each Debenture is convertible into common shares of the Company at the option of the holder at a conversion price of $44.98 per common share. The maturity date of the Debentures is December 31, 2014.
Net proceeds of the offering of approximately $109.9 million were used by Ag Growth for general corporate purposes and to repay existing indebtedness of approximately US $37.6 million and CAD $11.9 million under the Company's credit facility. In 2010, the Company used proceeds from the Debentures to fund the acquisitions of Mepu, Franklin and Tramco (see "Acquisitions in Fiscal 2010") and to finance the expansion of the Company's storage bin product line (see "capital expenditures").
The Debentures are not redeemable before December 31, 2012. On and after December 31, 2012 and prior to December 31, 2013, the Debentures may be redeemed, in whole or in part, at the option of the Company at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the common shares during the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of redemption is given is not less than 125% of the conversion price. On and after December 31, 2013, the Debentures may be redeemed, in whole or in part, at the option of the Company at a price equal to their principal amount plus accrued and unpaid interest.
On redemption or at maturity, the Company may, at its option, subject to regulatory approval and provided that no event of default has occurred, elect to satisfy its obligation to pay the principal amount of the Debentures, in whole or in part, by issuing and delivering for each $100 due that number of freely tradeable common shares obtained by dividing $100 by 95% of the volume weighted average trading price of the common shares on the Toronto Stock Exchange ("TSX") for the 20 consecutive trading days ending on the fifth trading day preceding the date fixed for redemption or the maturity date, as the case may be. Any accrued and unpaid interest thereon will be paid in cash. The Company may also elect, subject to any required regulatory approval and provided that no event of default has occurred, to satisfy all or part of its obligation to pay interest on the Debentures by delivering sufficient freely tradeable common shares to satisfy its interest obligation.
The Debentures trade on the TSX under the symbol AFN.DB.
COMMON SHARES
The following common shares were issued and outstanding and participated pro rata in dividends during the periods indicated:
On December 10, 2009, Ag Growth commenced a normal course issuer bid for up to 1,272,423 common shares, representing 10% of the Company's public float at that time. In the year ended December 31, 2010, the Company purchased 674,600 common shares for $23.4 million under the normal course issuer bid. The normal course issuer bid terminated on December 9, 2010.
During the six month period ended June 30, 2011, 2,556 common shares were issued on conversion of $115,000 principal amount of Debentures. Ag Growth has reserved 2,554,136 common shares for issuance upon conversion of the Debentures as at June 30, 2011.
Ag Growth has granted 220,000 share awards under its share award incentive plan. Effective January 1, 2010, a total of 73,333 awards vested and the equivalent number of common shares were issued to the participants. On October 15, 2010, an additional 66,667 share awards vested and the equivalent number of common shares were issued to the participant. Effective January 1, 2011, 40,000 share awards vested however no common shares were issued as the participants were compensated in cash rather than common shares. As at August 12, 2011, 40,000 share awards remain outstanding and subject to vesting and payment of the exercise price are each exercisable for one common share.
The administrator of the LTIP has acquired 317,304 common shares to satisfy its obligations with respect to awards under the LTIP for fiscal 2007, 2008, 2009 and 2010. These common shares are not cancelled but rather are held by the administrator until such time as they vest to the LTIP participants. As at June 30, 2011, a total of 165,929 common shares related to the LTIP had vested to the participants.
A total of 16,961 deferred grants of common shares are outstanding under the Company's Director's Deferred Compensation Plan.
Ag Growth's common shares trade on the TSX under the symbol AFN.
DIVIDENDS
In the three and six month periods ended June 30, 2011, Ag Growth declared dividends to security holders of $7.5 million and $15.0 million, respectively (2010 - $6.6 million and $13.3 million). Ag Growth increased its dividend rate from $0.17 per common share to $0.20 per common share in November 2010. Ag Growth's policy is to pay monthly dividends. The Company's Board of Directors reviews financial performance and other factors when assessing dividend levels. An adjustment to dividend levels may be made at such time as the Board determines an adjustment to be in the best interest of the Company and its shareholders.
FUNDS FROM OPERATIONS
Funds from operations, defined under "Non-IFRS Measures" is cash flow from operating activities before the net change in non-cash working capital balances related to operations and stock-based compensation, less maintenance capital expenditures and adjusted for the gain or loss on the sale of property, plant & equipment. The objective of presenting this measure is to provide a measure of free cash flow. The definition excludes changes in working capital as they are necessary to drive organic growth and have historically been financed by the Company's operating facility (See "Capital Resources"). Funds from operations should not be construed as an alternative to cash flows from operating, investing, and financing activities as a measure of the Company's liquidity and cash flows.
Dividends in a fiscal year are typically funded entirely through cash from operations, although due to seasonality dividends may be funded on a short-term basis by the Company's operating lines. Dividends in the first half of 2011 were funded through cash on hand, cash from operations and bank indebtedness. The Company expects dividends in the remainder of 2011 will be funded through bank indebtedness and cash from operations.
Ag Growth's Board of Directors reviews financial performance and other factors when assessing dividend levels. An adjustment to dividend levels may be made at such time as the Board determines an adjustment to be in the best interest of the Company and its shareholders. The Company increased its dividend from $2.04 per annum to $2.40 per annum in November 2010.
FINANCIAL INSTRUMENTS
Foreign exchange contracts
Risk from foreign exchange arises as a result of variations in exchange rates between the Canadian and the U.S. dollar. Ag Growth has entered into foreign exchange contracts with two Canadian chartered banks to partially hedge its foreign currency exposure on anticipated U.S. dollar sales transactions and as at August 12, 2011, had outstanding the following foreign exchange contracts:
The fair value of the outstanding forward foreign exchange contracts in place as at June 30, 2011 was a gain of $3.1 million. Consistent with prior periods, the Company has elected to apply hedge accounting for these contracts and the unrealized gain has been recognized in other comprehensive income for the period ended June 30, 2011.
CRITICAL ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. By their nature, these estimates are subject to a degree of uncertainty and are based on historical experience and trends in the industry. Management reviews these estimates on an ongoing basis. While management has applied judgment based on assumptions believed to be reasonable in the circumstances, actual results can vary from these assumptions. It is possible that materially different results would be reported using different assumptions.
Ag Growth believes the accounting policies that are critical to its business relate to the use of estimates regarding the recoverability of accounts receivable and the valuation of inventory, intangibles, goodwill, convertible debentures and deferred income taxes. Ag Growth's accounting policies are described in Note 3 to the unaudited financial statements for the three month period ended March 31, 2011.
Allowance for Doubtful Accounts
Due to the nature of Ag Growth's business and the credit terms it provides to its customers, estimates and judgments are inherent in the on-going assessment of the recoverability of accounts receivable. Ag Growth maintains an allowance for doubtful accounts to reflect expected credit losses. A considerable amount of judgment is required to assess the ultimate realization of accounts receivable and these judgments must be continuously evaluated and updated. Ag Growth is not able to predict changes in the financial conditions of its customers, and the Company's judgment related to the recoverability of accounts receivable may be materially impacted if the financial condition of the Company's customers deteriorates.
Valuation of Inventory
Assessments and judgments are inherent in the determination of the net realizable value of inventories. The cost of inventories may not be fully recoverable if they are slow moving, damaged, obsolete, or if the selling price of the inventory is less than its cost. Ag Growth regularly reviews its inventory quantities and reduces the cost attributed to inventory no longer deemed to be fully recoverable. Judgment related to the determination of net realizable value may be impacted by a number of factors including market conditions.
Goodwill and Intangible Assets
Assessments and judgments are inherent in the determination of the fair value of goodwill and intangible assets. Goodwill and indefinite life intangible assets are recorded at cost and finite life intangibles are recorded at cost less accumulated amortization. Goodwill and intangible assets are tested for impairment at least annually. Assessing goodwill and intangible assets for impairment requires considerable judgment and is based in part on current expectations regarding future performance. Changes in circumstances including market conditions may materially impact the assessment of the fair value of goodwill and intangible assets.
Deferred Income Taxes
Deferred income taxes are calculated based on assumptions related to the future interpretation of tax legislation, future income tax rates, and future operating results, acquisitions and dispositions of assets and liabilities. Ag Growth periodically reviews and adjusts its estimates and assumptions of income tax assets and liabilities as circumstances warrant. A significant change in any of the Company's assumptions could materially affect Ag Growth's estimate of deferred tax assets and liabilities.
Future Benefit of Tax-loss Carryforwards
Ag Growth should only recognize the future benefit of tax-loss carryforwards where it is more likely than not that sufficient future taxable income can be generated in order to fully utilize such losses and deductions. We are required to make significant estimates and assumptions regarding future revenues and profit, and our ability to implement certain tax planning strategies, in order to assess the likelihood of utilizing such losses and deductions. These estimates and assumptions are subject to significant uncertainty and if changed could materially affect our assessment of the ability to fully realize the benefit of the deferred income tax assets. Deferred tax asset balances would be reduced and additional income tax expense recorded in the applicable accounting period in the event that circumstances change and we, based on revised estimates and assumptions, determined that it was no longer more likely than not that those deferred tax assets would be fully realized.
RISKS AND UNCERTAINTIES
The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not currently known to us or that we currently consider immaterial also may impair operations. If any of the following risks actually occur, our business, results of operations and financial condition, and the amount of cash available for dividends could be materially adversely affected.
Industry Cyclicality and General Economic Conditions
The performance of the agricultural industry is cyclical. To the extent that the agricultural sector declines or experiences a downturn, this is likely to have a negative impact on the grain handling, storage and conditioning industry, and the business of Ag Growth. Among other things, the agricultural sector has benefited from the expansion of the ethanol industry, and to the extent the ethanol industry declines or experiences a downturn, this is likely to have a negative impact on the grain handling, storage and conditioning industry, and the business of Ag Growth.
Future developments in the domestic and global economies may negatively impact the demand for our products. Management cannot estimate the level of growth or contraction of the economy as a whole or of the economy of any particular region or market that we serve. Adverse changes in our financial condition and results of operations may occur as a result of negative economic conditions, declines in stock markets, contraction of credit availability or other factors affecting economic conditions generally.
Risk of Decreased Crop Yields
Decreased crop yields due to poor weather conditions and other factors are a significant risk affecting Ag Growth. Both reduced crop volumes and the accompanying decline in farm incomes can negatively affect demand for grain handling, storage and conditioning equipment.
Potential Volatility of Production Costs
Various materials and components are purchased in connection with Ag Growth's manufacturing process, some or all of which may be subject to wide price variation. Consistent with past and current practices within the industry, Ag Growth seeks to manage its exposure to material and component price volatility by planning and negotiating significant purchases on an annual basis, and endeavours to pass through to customers, most, if not all, of the price volatility. There can be no assurance that industry dynamics will allow Ag Growth to continue to reduce its exposure to volatility of production costs by passing through price increases to its customers.
Foreign Exchange Risk
Ag Growth generates the majority of its sales in U.S. dollars, but a materially smaller proportion of its expenses are denominated in U.S. dollars. In addition, Ag Growth may denominate its long term borrowings in U.S. dollars. Accordingly, fluctuations in the rate of exchange between the Canadian dollar and the U.S. dollar may significantly impact the Company's financial results. Management has implemented a foreign currency hedging strategy and the Company has entered into a series of hedging arrangements to partially mitigate the potential effect of fluctuating exchange rates. To the extent that Ag Growth does not adequately hedge its foreign exchange risk, changes in the exchange rate between the Canadian dollar and the U.S. dollar may have a material adverse effect on Ag Growth's results of operations, business, prospects and financial condition.
Acquisition and Expansion Risk
Ag Growth may expand its operations by increasing the scope of operations at existing facilities or by acquiring additional businesses, products or technologies. There can be no assurance that the Company will be able to identify, acquire, or profitably manage additional businesses, or successfully integrate any acquired business, products, or technologies into the business, or increase the scope of operations at existing facilities without substantial expenses, delays or other operational or financial difficulties. The Company's ability to increase its scope of operations or acquire additional businesses may be impacted by its cost of capital and access to credit. Acquisitions and expansions may involve a number of special risks including diversion of management's attention, failure to retain key personnel, unanticipated events or circumstances, and legal liabilities, some or all of which could have a material adverse effect on Ag Growth's performance. In addition, there can be no assurance that an increase in the scope of operations at existing facilities or that acquired businesses, products, or technologies will achieve anticipated revenues and income. The failure of the Company to manage its acquisition or expansion strategy successfully could have a material adverse effect on Ag Growth's results of operations and financial condition.
Commodity Prices, International Trade and Political Uncertainty
Prices of commodities are influenced by a variety of unpredictable factors that are beyond the control of Ag Growth, including weather, government (Canadian, United States and other) farm programs and policies, and changes in global demand or other economic factors. A decrease in commodity prices could negatively impact the agricultural sector, and the business of Ag Growth. New legislation or amendments to existing legislation, including the Energy Independence and Security Act in the U.S., may ultimately impact demand for the Company's products. The world grain market is subject to numerous risks and uncertainties, including risks and uncertainties related to international trade and global political conditions.
Competition
Ag Growth experiences competition in the markets in which it operates. Certain of Ag Growth's competitors have greater financial and capital resources than Ag Growth. Ag Growth could face increased competition from newly formed or emerging entities, as well as from established entities that choose to focus (or increase their existing focus) on Ag Growth's primary markets. As the grain handling, storage and conditioning equipment sector is fragmented, there is also a risk that a larger, formidable competitor may be created through a combination of one or more smaller competitors. Ag Growth may also face potential competition from the emergence of new products or technology.
Seasonality of Business
The seasonality of the demand for Ag Growth's products results in lower cash flow in the first three quarters of each calendar year and may impact the ability of the Company to make cash dividends to shareholders, or the quantum of such dividends, if any. No assurance can be given that Ag Growth's credit facility will be sufficient to offset the seasonal variations in Ag Growth's cash flow.
Business Interruption
The operation of Ag Growth's manufacturing facilities are subject to a number of business interruption risks, including delays in obtaining production materials, plant shutdowns, labour disruptions and weather conditions/natural disasters. Ag Growth may suffer damages associated with such events that it cannot insure against or which it may elect not to insure against because of high premium costs or other reasons. For instance, Ag Growth's Rosenort facility is located in an area that is often subject to widespread flooding, and insurance coverage for this type of business interruption is limited. Ag Growth is not able to predict the occurrence of business interruptions.
Litigation
In the ordinary course of its business, Ag Growth may be party to various legal actions, the outcome of which cannot be predicted with certainty. One category of potential legal actions is product liability claims. Farming is an inherently dangerous occupation. Grain handling, storage and conditioning equipment used on farms or in commercial applications may result in product liability claims that require insuring of risk and management of the legal process.
Dependence on Key Personnel
Ag Growth's future business, financial condition, and operating results depend on the continued contributions of certain of Ag Growth's executive officers and other key management and personnel, certain of whom would be difficult to replace.
Labour Costs and Shortages and Labour Relations
The success of Ag Growth's business depends on a large number of both hourly and salaried employees. Changes in the general conditions of the employment market could affect the ability of Ag Growth to hire or retain staff at current wage levels. The occurrence of either of these events could have an adverse effect on the Company's results of operations. There is no assurance that some or all of the employees of Ag Growth will not unionize in the future. If successful, such an occurrence could increase labour costs and thereby have an adverse affect on Ag Growth's results of operations.
Distribution, Sales Representative and Supply Contracts
Ag Growth typically does not enter into written agreements with its dealers, distributors or suppliers. As a result, such parties may, without notice or penalty, terminate their relationship with Ag Growth at any time. In addition, even if such parties should decide to continue their relationship with Ag Growth, there can be no guarantee that the consideration or other terms of such contracts will continue on the same basis.
Availability of Credit
Ag Growth's credit facility expires October 29, 2012, and is renewable at the option of the lenders. There can be no guarantee the Company will be able to obtain alternate financing and no guarantee that future credit facilities will have the same terms and conditions as the existing facility. This may have an adverse effect on the Company, its ability to pay dividends and the market value of its common shares. In addition, the business of the Company may be adversely impacted in the event that the Company's customer base does not have access to sufficient financing. Sales related to the construction of commercial grain handling facilities, sales to developing markets, and sales to North American farmers may be impacted.
Interest Rates
Ag Growth's term and operating credit facilities bear interest at rates that are in part dependant on performance based financial ratios. The Company's cost of borrowing may be impacted to the extent that the ratio calculation results in an increase in the performance based component of the interest rate. To the extent that the Company has term and operating loans where the fluctuations in the cost of borrowing are not mitigated by interest rate swaps, the Company's cost of borrowing may be impacted by fluctuations in market interest rates.
Uninsured and Underinsured Losses
Ag Growth uses its discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate insurance coverage on its assets and operations at a commercially reasonable cost and on suitable terms. This may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay the full current market value or current replacement cost of its assets or cover the cost of a particular claim.
Cash Dividends are not Guaranteed
Future dividend payments by Ag Growth and the level thereof is uncertain, as Ag Growth's dividend policy and the funds available for the payment of dividends from time to time are dependent upon, among other things, operating cash flow generated by Ag Growth and its subsidiaries, financial requirements for Ag Growth's operations and the execution of its growth strategy, fluctuations in working capital and the timing and amount of capital expenditures, debt service requirements and
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Datum: 12.08.2011 - 06:00 Uhr
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