Maple Leaf Reports 2003 Year-End and Fourth Quarter Financial Results
"The past year was an eventful one," said Michael H. McCain, President and Chief Executive Officer. "We dealt with external challenges like BSE, low hog prices, the steep rise in the Canadian dollar and a global protein surplus, as well as internal factors that negatively impacted our earnings. On the positive side, we made significant progress in growing our value-added pork and poultry sales, and added market share in both our protein and bakery businesses through highly successful and innovative new product launches. Conversely, in certain segments of our business we continue to experience the pressures of adjusting to new levels of the Canadian currency, which we are responding by reducing costs and improving operating efficiencies. We are pleased with the improvement in our fourth quarter financial results which reflect, in part, the strengthening of underlying protein markets, and we are confident about the year ahead."
Sales for the fourth quarter of $1.3 billion were consistent with last year, while earnings from operations were $63.6 million compared to $60.7 million. Last year's fourth quarter results included an $8.6 million pre-tax pension plan wind-up gain in the Meat Products Group. Adjusting for the pension plan wind-up gain, the Company's earnings from operations for the fourth quarter 2003 increased 22%. Earnings from operations for the Company's Protein Value Chain operations (the Meat Products Group and Agribusiness Group) increased 43% for the fourth quarter, while Bakery Products Group earnings from operations declined 18%.
Sales for the year were $5.0 billion compared to $5.1 billion for 2002, while earnings from operations before restructuring costs declined 25% to $152.4 million from $203.6 million last year. The single largest factor contributing to the earnings decline was an oversupply of protein in North American and global markets that persisted throughout the year, abating somewhat towards the end of the year. This market condition had a pervasive negative impact on the Company's Protein Value Chain operations, affecting hog production, pork and poultry margins and international sales. Protein Value Chain earnings from operations declined $40.3 million year-over-year, from $125.1 million in 2002 to $84.8 million in 2003. Several other factors also contributed to the year-over-year decline, including the rapid rise in the Canadian dollar during the year. These other factors are discussed below. Poultry quota sales and gains related to a pension plan wind-up positively contributed $21.3 million to 2003 earnings compared to $11.4 million last year. Bakery Products Group earnings from operations declined 17% to $58.1 million in 2003 from $69.9 million the previous year.
Net earnings for the fourth quarter were $27.0 million ($0.23 per share) compared to $25.9 million ($0.22 per share) for 2002. Net earnings for 2003 before restructuring costs were $45.5 million or $0.36 per share, compared to $84.7 million or $0.71 per share last year. After accounting for restructuring costs, 2003 net earnings were $35.1 million or $0.27 per share.
The following is a year-over-year analysis of operating results before restructuring charges. Management of the Company believes that this is the most appropriate basis on which to evaluate operating results, as restructuring costs are not representative of ongoing operating earnings.
Earnings from Operations ($ millions) Fourth Quarter Full Year ----------------------------------------- 2003 2002 Change 2003 2002 Change ---- ---- ------ ---- ---- ------ Meat Products Group 24.6 19.2 28% 3.2 58.2 (95%) Agribusiness Group 24.5 15.1 62% 81.6 66.8 22% ------------ ------------- Total Protein Value Chain 49.0 34.3 43% 84.8 125.1 (32%) Bakery Products Group 14.6 17.8 (18%) 58.1 69.9 (17%) ------------ ------------- 63.6 52.1 22% 142.9 195.0 (27%) Add pension wind-up gain - 8.6 9.5 8.6 10% ------------ ------------- Operating Earnings before 63.6 60.7 5% 152.4 203.6 (25%) restructuring costs ---- ---- -- ----- ----- ----- ---- ---- ----- -----
The sharp rise in the Canadian dollar negatively affected the Company's profitability in 2003, as the Canadian dollar appreciated by 17% beginning early in the year. On a medium term basis, Maple Leaf has the ability to pass on price changes and re-align its costs in response to currency fluctuations. However, with a sharp and significant rise in currency value, it takes longer to realize the benefit of reduced supply costs for goods purchased in US dollars, compared to the immediate reduction in the value of certain products, which are directly linked to US dollars. During the full year 2003, management estimates the impact of the rapid rise in the Canadian dollar on the Company's earnings from operations was approximately $25 million, the majority of which was in the fourth quarter.
As discussed in the Company's 2002 Management Discussion and Analysis, in the fourth quarter of 2002 the Company reached a surplus sharing agreement with the beneficiaries of a defined benefit pension plan for hourly employees. Related to the wind-up, the Company recorded an $8.6 million pre-tax gain ($5.5 million after tax) in the fourth quarter of 2002, and further pre-tax gains totaling $9.5 million ($6.2 million after tax) in the first nine months of 2003 as liabilities were settled. The gains are included in the results for the Meat Products Group. The Company received $27.3 million in cash in the fourth quarter of 2003 upon substantial completion of the wind-up.
Other expense for the fourth quarter was $0.9 million compared to $0.4 million last year. For the year, other expense was $1.4 million compared to other income of $5.4 million for 2002. The change from last year was primarily due to a gain on the sale of real estate included in 2002. Interest expense for the fourth quarter increased to $18.1 million from $14.0 million last year. Interest expense for 2003 was $68.4 million compared to $56.3 million last year, primarily as a result of higher average debt levels.
Cash flow from operating activities for the fourth quarter increased to $109.6 million from $86.5 million last year. Proceeds of $27.3 million during the quarter from the pension plan wind-up were offset by a decreased contribution from working capital. Cash flow from operating activities for the year was $74.9 million compared to $195.8 million in 2002. The decrease for the year was primarily the result of lower earnings and an increase in working capital caused by changes in the levels of accounts receivable securitization programs ($39.0 million), and a reduction in income taxes payable compared to last year.
Meat Products Group (branded value-added prepared meat products; fresh, frozen and branded value-added pork products; fresh, frozen and branded value-added chicken and turkey products; and global food marketing, distribution and trading)
Meat Products Group sales for the fourth quarter of 2003 were $728.6 million compared to $746.8 million in 2002, while sales for the year were $2.9 billion compared to $3.0 billion last year. Sales for the fourth quarter declined largely as a result of a reduction in the number of hogs processed compared to the prior year.
Earnings from operations for the fourth quarter were $24.6 million, a substantial improvement compared to $19.2 million (before the pension plan wind-up gain) last year. Operating earnings before restructuring costs for the year declined to $12.7 million from $66.8 million in 2002. Strong improvements in poultry markets, increased sales of Maple Leaf Prime Naturally poultry, increased distribution of Maple Leaf Medallion Naturally pork, and the market success of new product innovations such as the launch of Maple Leaf Fully Cooked Roasts contributed to the improved earnings later in the year. Primary pork processing has had an extremely difficult year, reflecting market conditions in the global pork trade and specifically Japan, although late in 2003 some improvement in these conditions occurred and is forecasted to carry over into 2004.
In September 2003, the Company signed an agreement to acquire Schneider Corporation, a Canadian brand leader in premium processed meats and grocery products, for US$378.0 million. The transaction requires Canadian Competition Bureau clearance in order to close. The Company anticipates the Competition Bureau review to be completed and the transaction to close by the end of March 2004.
Agribusiness Group: (research, development and supply of quality livestock nutrition products and services; pet food; swine production; and animal by-products recycling)
Agribusiness Group sales for the fourth quarter of 2003 were $234.8 million compared to $242.4 million last year. Sales for the year declined to $918.8 million compared to $943.9 million last year principally due to lower commodity prices, as volumes increased over last year. Operating earnings for the fourth quarter of 2003 were $24.5 million compared to $15.1 million last year, while operating earnings before restructuring costs for the year increased to $81.6 million from $66.8 million last year.
The Company's hog production operations were negatively impacted throughout 2003 as a result of the sharp rise in the Canadian dollar, as hog prices are 100% linked to the US currency. Maple Leaf has taken steps to adjust its hog production system to the higher Canadian dollar by reflecting currency effects in existing contracts, realigning contracts when they come due, working with producer partners to reduce costs, continuing to improve hog production performance, and differentiating Canadian pork through initiatives such as DNA traceability. Additionally, Maple Leaf is working proactively with governments and the industry to reduce overall hog feed costs in Canada, which have been negatively impacted by several factors, including significant farm subsidies in the United States.
The improvement in quarter-over-quarter profitability was primarily due to the sale of poultry production quota, higher pet food earnings, and good animal nutrition performance and rendering results. Rothsay improved profitability by adapting quickly to a changing industry model and heightened food safety concerns as a result of the BSE incidents in North America, through segregating species by plant and developing alternate markets for its rendered products.
Bakery Products Group: (fresh, frozen and branded value-added bakery products, including frozen par-baked bakery products; and specialty pasta and sauces)
Bakery Products Group sales for the fourth quarter of 2003 were $310.1 million compared to $315.2 million for the prior year period, while sales for the year were $1.3 billion compared to $1.2 billion last year. Earnings from operation for the fourth quarter were $14.6 million compared to $17.8 million last year, while operating earnings before restructuring costs for the year decreased to $58.1 million from $69.9 million in 2002.
The largest factor contributing to the earnings decline in 2003 was a labour dispute at the Company's bakery distribution center in Quebec, which cost approximately $7.4 million in 2003. Operating earnings for the fourth quarter were adversely affected by costs associated with integrating bakery operations in Atlantic Canada, including rationalizing plants and distribution systems. The majority of the restructuring should be completed by the end of the first quarter of 2004.
A number of new products were launched in the fourth quarter, including Dempster's Carb Wise and Healthy Way Carb Conscious bread and a new line of Bon Matin Healthy Way organic breads in Quebec. Sales of frozen par-baked products increased significantly in the fourth quarter, driven by new retail and food service accounts, expanded relationships with existing customers, and improved pricing.
Other Matters
Maple Leaf Foods declared a dividend of $0.04 per share payable on March 31, 2004 to shareholders of record on March 12, 2004.
Maple Leaf Foods Inc. is a leading Canadian food processing company committed to delivering quality food products to consumers around the world. Headquartered in Toronto, Canada, the Company employs approximately 18,000 people at its operations across Canada and in the United States, Europe and Asia.
A web cast and conference call will be held at 3:00 p.m. (EST) on February 18, 2004. To view the webcast, please log on to http://www.firstcallevents.com/service/ajwz397885336gf12.html. A replay of the webcast will be available through the same webcast site later in the day, or at www.mapleleaf.com under the Investor Relations section.
To participate in the conference call, please dial in to 1-416-695-5806 or 800-273-9672.
Maple Leaf Foods Inc. Consolidated Balance Sheets -------------------------------------------------------------------- -------------------------------------------------------------------- In thousands of Canadian dollars As at December 31, 2003 2002 -------------------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents $ 38,908 $ 156,866 Accounts receivable (note 3) 242,306 243,121 Inventories 259,758 266,889 Future tax asset 4,854 5,847 Prepaid expenses and other assets 9,355 8,959 ----------- ----------- 555,181 681,682 Investments in associated companies 58,189 59,497 Property and equipment 802,332 785,425 Other long-term assets 171,262 159,910 Future tax asset 29,906 21,733 Goodwill and other intangible assets 531,851 481,000 ----------- ----------- $ 2,148,721 $ 2,189,247 ----------- ----------- ----------- ----------- LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable and accrued charges $ 501,997 $ 532,132 Income and other taxes payable 12,212 42,283 Current portion of long-term debt 4,959 22,588 ----------- ----------- 519,168 597,003 Long-term debt (note 11) 730,627 713,689 Future tax liability 50,397 46,453 Other long-term liabilities 35,274 6,981 Minority interest 70,068 93,220 Shareholders' equity (note 7) 743,187 731,901 ----------- ----------- $ 2,148,721 $ 2,189,247 ----------- ----------- ----------- ----------- The accompanying notes to the consolidated financial statements are an integral part of this statement. Maple Leaf Foods Inc. Consolidated Statements of Earnings -------------------------------------------------------------------- -------------------------------------------------------------------- In thousands of Canadian dollars, Quarter ended Twelve months ended except per share December 31, December 31, amounts 2003 2002 2003 2002 -------------------------------------------- ----------------------- (Unaudited) (Unaudited) Sales $ 1,273,450 $ 1,304,396 $ 5,041,896 $ 5,075,879 Earnings from operations before restructuring costs 63,586 60,732 152,428 203,550 Restructuring costs (note 2) - - (17,732) - ----------------------- ----------------------- Earnings from operations 63,586 60,732 134,696 203,550 Other income (expense) (note 4) (887) (372) (1,377) 5,355 ----------------------- ----------------------- Earnings before interest and income taxes 62,699 60,360 133,319 208,905 Interest expense 18,066 13,982 68,369 56,289 ----------------------- ----------------------- Earnings before income taxes 44,633 46,378 64,950 152,616 Income taxes 15,591 16,789 22,879 54,947 ----------------------- ----------------------- Earnings before minority interest 29,042 29,589 42,071 97,669 Minority interest 2,054 3,679 7,003 12,983 ----------------------- ----------------------- Net earnings for the period $ 26,988 $ 25,910 $ 35,068 $ 84,686 ----------------------- ----------------------- ----------------------- ----------------------- Earnings per share (basic and fully diluted) (note 8) $ 0.23 $ 0.22 $ 0.27 $ 0.71 Dividends per share declared 0.04 0.04 0.16 0.16 Weighted average number of shares (millions) 113.1 112.5 113.1 112.5 The accompanying notes to the consolidated financial statements are an integral part of this statement. Maple Leaf Foods Inc. Consolidated Statements of Retained Earnings -------------------------------------------------------------------- -------------------------------------------------------------------- In thousands of Canadian dollars, except per Twelve Months share amounts. Ending December 31, 2003 2002 -------------------------------------------------------------------- Retained earnings, beginning of period $ 63,758 $ 1,817 Net earnings for the period 35,068 84,686 Dividends declared ($0.16 per share; 2002 - $0.16 per share) (18,094) (18,035) Premium on repurchase of share capital (note 7) (899) - Convertible debenture charge (4,851) (4,710) -------------------------------------------------------------------- Retained earnings, end of period $ 74,982 $ 63,758 -------------------------------------------------------------------- -------------------------------------------------------------------- The accompanying notes to the consolidated financial statements are an integral part of this statement. Maple Leaf Foods Inc. Consolidated Statements of Cash Flows -------------------------------------------------------------------- -------------------------------------------------------------------- In thousands of Quarter ended Twelve months ended Canadian dollars December 31, December 31, 2003 2002 2003 2002 -------------------------------------------------------------------- CASH PROVIDED BY (USED IN): (Unaudited)(Unaudited) Operating activities Net earnings for the period $ 26,988 $ 25,910 $ 35,068 $ 84,686 Add (deduct) items not affecting cash: Depreciation 26,371 23,926 100,868 96,212 Stock based compensation (note 9) 849 - 849 - Minority interest 2,054 3,679 7,003 12,983 Future income taxes 12,180 (11,767) 580 (8,215) Increase in pension asset (12,267) (10,751) (29,501) (18,910) Undistributed losses of associated companies 1,776 1,772 1,483 1,453 Loss (gain) on sale of property and equipment 229 83 142 (14) Other (4,965) 4,358 (9,305) 9,050 Change in other long-term receivables (3,914) 4,046 (3,856) 17,560 Proceeds from pension plan wind-up 27,251 - 27,251 - Change in non-cash operating working capital 33,032 45,202 (55,637) 1,014 -------------------- -------------------- 109,584 86,458 74,945 195,819 -------------------- -------------------- Financing activities Dividends paid (4,527) (4,518) (18,094) (18,035) Dividends paid to minority interest (234) (411) (1,663) (2,770) Increase (decrease) in long-term debt (124,807) 76,621 49,006 82,991 Convertible debenture interest paid (1,369) (1,369) (5,478) (5,478) Increase in share capital 346 197 3,118 8,079 Shares repurchased for cancellation - - (1,829) - Other 465 1,123 1,858 819 -------------------- -------------------- (130,126) 71,643 26,918 65,606 -------------------- -------------------- Investing activities Additions to property and equipment (39,708) (23,743) (132,607) (92,160) Proceeds from sale of property and equipment 717 2,441 1,933 5,306 Purchase of Canada Bread shares (note 6) - - (74,831) - Purchase of net assets of businesses (1,416) (26,081) (7,002) (66,967) Change in other investments, net 1,488 (6,390) (6,196) (1,307) Other (1,534) (2,043) (1,118) (2,042) -------------------- -------------------- (40,453) (55,816) (219,821) (157,170) -------------------- -------------------- Increase (decrease) in cash and cash equivalents (60,995) 102,285 (117,958) 104,255 Cash and cash equivalents, beginning of period 99,903 54,581 156,866 52,611 -------------------- -------------------- Cash and cash equivalents, end of period 38,908 156,866 38,908 156,866 -------------------- -------------------- The accompanying notes to the consolidated financial statements are an integral part of this statement. Maple Leaf Foods Inc. Segmented Financial Information -------------------------------------------------------------------- -------------------------------------------------------------------- In thousands of Quarter ended Twelve Months Ended Canadian dollars. December 31, December 31, 2003 2002 2003 2002 -------------------------------------------------------------------- (Unaudited) (Unaudited) Sales Meat Products Group $ 728,578 $ 746,791 $ 2,869,866 $ 2,952,869 Agribusiness Group 234,762 242,432 918,820 943,930 Bakery Products Group 310,110 315,173 1,253,210 1,179,080 ----------------------------------------------- $ 1,273,450 $ 1,304,396 $ 5,041,896 $ 5,075,879 ----------------------------------------------- ----------------------------------------------- Earnings from operations, before restructuring costs Meat Products Group $ 24,560 $ 27,788 $ 12,655 $ 66,778 Agribusiness Group 24,466 15,134 81,613 66,845 Bakery Products Group 14,560 17,810 58,160 69,927 ----------------------------------------------- $ 63,586 $ 60,732 $ 152,428 $ 203,550 ----------------------------------------------- ----------------------------------------------- Capital expenditures Meat Products Group $ 7,600 $ 10,361 $ 36,782 $ 32,243 Agribusiness Group 8,067 9,844 31,033 35,035 Bakery Products Group 24,041 3,538 64,792 24,882 ----------------------------------------------- $ 39,708 $ 23,743 $ 132,607 $ 92,160 ----------------------------------------------- ----------------------------------------------- Depreciation Meat Products Group $ 10,922 $ 10,890 $ 41,703 $ 41,218 Agribusiness Group 4,938 4,278 18,829 16,526 Bakery Products Group 10,511 8,758 40,336 38,468 ----------------------------------------------- $ 26,371 $ 23,926 $ 100,868 $ 96,212 ----------------------------------------------- ----------------------------------------------- -------------------------------------------------------------------- -------------------------------------------------------------------- As at In thousands of Canadian dollars, December 31, 2003 2002 ---------------------------------------------------------- Total assets Meat Products Group $ 666,489 $ 694,042 Agribusiness Group 555,693 500,039 Bakery Products Group 716,462 742,759 Non-allocated assets 210,077 252,407 ----------------------- $ 2,148,721 $ 2,189,247 ----------------------- ----------------------- The accompanying notes to the consolidated financial statements are an integral part of this statement.
- Maple Leaf Foods Inc.
- Notes to Consolidated Financial Statements
- (For the quarters ended December 31, 2003 and December 31, 2002)
(Tabular amounts in thousands of Canadian dollars except per share amounts)
1. Significant Accounting Policies
The unaudited interim consolidated financial statements should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2002. These unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles using the same accounting policies as were applied in the consolidated financial statements for the year ended December 31, 2002.
2. Restructuring Costs
During the first quarter of 2003, the Company recorded a $7.4 million restructuring cost ($4.8 million, net of tax), relating to plant closures and operational restructuring in the Bakery Products Group.
During the third quarter of 2003, the Company recorded a $10.3 million restructuring cost ($6.9 million, net of tax), relating to plant closures and operational restructuring for several businesses, primarily consolidation of feed mill operations in the Maritimes and reorganization of Atlantic Canada meat processing operations.
3. Accounts Receivable
Under revolving securitization programs, the Company has sold, with limited recourse, certain of its trade accounts receivable to financial institutions. The Company retains servicing responsibilities and assumes limited recourse obligations for delinquent receivables. At December 31, 2003, trade accounts receivable amounting to $186.8 million (December 31, 2002 - $194.6 million) had been sold under these programs.
4. Other Income (Expense)
-0-
-------------------------------------------------------------------- -------------------------------------------------------------------- Quarter Twelve months Ended Ended December 31, December 31, -------------------------------------------------------------------- 2003 2002 2003 2002 Gain on sale of investments $ 362 $ 361 $ 362 $ 1,340 Earnings (losses) from associated companies (57) 472 51 715 Dividends received - - 39 1,629 Gain (loss) on sale of property and equipment (229) (83) (142) 14 Gain (loss) on real estate operations (734) 1,018 (192) 4,796 Fees related to bakery reorganization (283) (3,400) (1,832) (3,400) Other 54 1,260 337 261 ------- ------- -------- ------- $ (887) $ (372) $(1,377) $ 5,355 ------- ------- -------- ------- ------- ------- -------- ------- -------------------------------------------------------------------- --------------------------------------------------------------------
5. Contingencies and Commitments
In the normal course of business, the Company and its subsidiaries enter into sales commitments with various customers and suppliers. These commitments are for varying terms and can provide for fixed or variable prices. With respect to certain of its contracts, the Company has the right to acquire at fair value, and the suppliers have the right to sell back to the Company certain assets, which have an estimated fair value of $22 million. The Company believes that these contracts serve to reduce risk, and it is not anticipated that losses will be incurred on these contracts.
6. Investment in Canada Bread
On January 28th, 2003, the Company purchased four million shares from Canada Bread Company, Limited ("Canada Bread") treasury at $26.50 per share in a private placement transaction. Proceeds from the financing of $106 million were used to pay down debt owing by Canada Bread to Maple Leaf Foods.
On May 5, 2003 the Company purchased 1,165,300 common shares of Canada Bread on the market for $25.00 per share and on June 12th, 2003 the Company purchased a further 819,400 common shares of Canada Bread for $26.50 pursuant to a private agreement.
On August 22nd, 2003 the Company purchased 903,100 common shares of Canada Bread on the market for $26.50 per share.
For the year to date, Maple Leaf Foods purchased 6,887,800 shares of Canada Bread for total consideration of $180.8 million at an average price of $26.25 per share. In aggregate, these share purchases increased Maple Leaf Food's ownership of Canada Bread from 68.3% to 84.7%. The preliminary allocation of the purchase cost has created $43.8 million in goodwill.
7. Shareholders' Equity
During the first half of 2003, the Company repurchased for cancellation 186,500 common shares pursuant to a normal course issuer bid at an average price of $9.81 per share. The excess of the purchase cost over the book value of the shares was charged to retained earnings.
8. Earnings per share
-0-
The following table sets forth the calculation of basic and diluted earnings per share. -------------------------------------------------------------------- -------------------------------------------------------------------- Quarter Twelve months Ended Ended December 31, December 31, -------------------------------------------------------------------- 2003 2002 2003 2002 Numerator: Net earnings 26,988 25,910 35,068 84,686 Convertible debenture change (1,214) (1,243) (4,851) (4,710) ----------------------------------- Earnings available to common shareholders $ 25,774 $ 24,667 $ 30,217 $ 79,976 -------- -------- -------- -------- -------- -------- -------- -------- Weighted average number of shares (millions) 113.1 112.5 113.1 112.5 Earnings per share (basic and fully diluted) $ 0.23 $ 0.22 $ 0.27 $ 0.71 -------------------------------------------------------------------- --------------------------------------------------------------------
9. Stock-based Compensation
During 2003, the Company granted 2,742,000 stock options (85,000 in the fourth quarter) at a weighted average exercise price per share of $10.34. The fair value of the options issued in the year was determined using the Black Scholes option pricing model with the following weighted average assumptions:
------------------------------------------------------------------- ------------------------------------------------------------------- Twelve months Ended December 31, ------------------------------------------------------------------- 2003 2002 Expected option life 4.2 years 4.2 years Risk-free interest rate 4.2% 4.9% Expected annual volatility 35.6% 38.7% Dividend yield 1.6% 1.1% ------------------------------------------------------------------- -------------------------------------------------------------------
The estimated fair value of the options issued in 2003 was $5.8 million (2002 - $8.8 million). This value is amortized to income over the vesting period of the related options.
The Company has elected to apply the fair value method of accounting for its stock option awards, with effect from January 1, 2003, on a prospective basis. Accordingly, for 2003, the Company charged $0.8 million to earnings in the fourth quarter representing the entire year pro-rata amortization of the fair value of the stock options granted in 2003.
During 2002, the Company granted 2,503,500 stock options at a weighted average price per share of $14.36. The effect of these stock option awards, had they been charged to earnings during the year, would have been an expense of $3.5 million (2002 - $1.8 million) with a related reduction to diluted earnings per common share of $0.03 (2002 - $0.02).
10. Acquisition of Schneider Corporation
On September 25, 2003 the Company signed an agreement to acquire Schneider Corporation ("Schneider's") of Kitchener, Ontario for $US 378 million. The transaction requires Canadian Competition Bureau clearance in order to close. The agreement has an expiration date of March 31, 2004 unless extended by mutual consent. The Company issued a $10 million letter of credit that may be drawn in April 2004 if the transaction fails to close.
In December, the Company finalized an underwritten bank facility of $300 million. The proceeds will be available when the Schneider's transaction closes and will be used to (i) finance a portion of the purchase price for Schneider's and (ii) to refinance, if appropriate, existing debt of Schneider's. The facility is repayable one year from the acquisition closing date and will bear interest based on Banker's Acceptance rates.
The Ontario Teachers' Pension Plan Board has provided the Company with a standby commitment to purchase, at the Company's option, up to $150 million of treasury shares of the Company at any time within twelve months of closing of the transaction. Pricing of shares under this arrangement would be at a 6% discount to the market trading price of the Company's common shares prior to an issue.
11. Long Term Debt
-0-
In October 2003, the Company renegotiated its primary bank debt facility. The principal changes are: (i) an increase in the size of the facility from $519.4 million to $635 million; and (ii) the facility from a combination of non-revolving reducing term and reducing revolving tranches to a revolving facility with a single maturity date of October 3, 2005. The change in the schedule of required facility reductions is as follows: -------------------------------------------------------------- -------------------------------------------------------------- Original facility Amended facility -------------------------------------------------------------- 2004 $ 173,400 $ - 2005 145,400 635,000 2006 104,300 - 2007 61,800 - 2008 34,500 - -------------------------------------------------------------- Total $ 519,400 $ 635,000 -------------------------------------------------------------- --------------------------------------------------------------
Contact:
Maple Leaf Foods Inc. Lynda Kuhn, 416-926-2026 www.mapleleaf.com
Source: Maple Leaf Foods Inc.