SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 4
|X| ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2002
Commission File No. 0-9989
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
STAKE TECHNOLOGY LTD.
(Exact name of registrant as specified in its charter)
CANADA
(Jurisdiction of Incorporation)
Not Applicable
(I.R.S. Employer Identification No.)
2838 Highway 7
Norval, Ontario L0P 1K0, Canada
(Address of Principle Executive Offices)
(905) 455-1990
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to 12(g) of the Act:
Common Shares, no Par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No |_|
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form, and no disclosure will be contained, to
the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b02 of the Act).
Yes |X| No |_|
At March 7, 2003 the registrant had outstanding 42,489,943 common shares, the
only class of registrant's common stock outstanding. There were no other classes
of stock outstanding and the aggregate market value of voting stock held by
non-affiliates at such date was US$102,730,000. The Company's common shares
traded on Nasdaq Small Cap Market tier of The Nasdaq Stock Market under the
symbol STKL and on the Toronto Stock Exchange under the symbol SOY.
There are 53 pages in the December 31, 2002 10-K including this page and the
index after the cover page.
STAKE TECHNOLOGY LTD.
EXPLANATORY NOTE
This Amendment No. 4 to Form 10-K filed on Form 10K/A for the year ended
December 31, 2002 is being filed to clarify and expand various disclosures in
"Item 1. Business"; "Item 2 Properties"; "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations"; "Item 15. Exhibits"
and the Notes to the Consolidated Financial Statements. All information
contained herein is as of March 7, 2003, and does not reflect any events or
changes in information that may have occurred subsequent to March 7, 2003. For a
discussion of events and developments relating to periods subsequent to such
dates, see the Company's reports filed with the Securities and Exchange
Commission for such subsequent periods, including the Company's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2003.
TABLE OF CONTENTS
FORM 10-K Page
----
PART I
Item 1. Business..........................................................4
Item 2. Properties.......................................................22
Item 3. Legal Proceedings................................................23
Item 4. Submission of Matters to a Vote of Security Holders..............23
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters........................................................24
Item 6. Selected Financial Data..........................................26
Item 7. Management's Discussion and Analysis of Financial Conditions
and Results of Operations......................................26
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.......39
Item 8. Financial Statements and Supplementary Data......................40
Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure.......................................40
PART III
Item 10. Directors and Executive Officers of the Registrant...............41
Item 11. Executive Compensation...........................................47
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters.....................49
Item 13. Certain Relationships and Related Transactions...................49
Item 14. Controls and Procedures..........................................49
PART IV
Item 15. Exhibits, Financial Statements Schedules and Reports
on Form 8-K....................................................50
Index to Consolidated Financial Statements.......................50
ii
Currency Presentation
All dollar amounts herein are expressed in United States dollars. Amounts
expressed in Canadian dollars are preceded by the symbol "CDN$". On March 7,
2003, the noon buying rate, in New York City for cable transfers in Canadian
dollars for customs purposes by the Federal Reserve Bank of New York was
US$0.6820 for $1.00 Canadian.
The following table sets forth information with respect to the exchange rate of
the Canadian dollar into United States currency during 2002. (1) The rate of
exchange for the Canadian dollar, expressed in US dollars, in effect at the end
of the year (2) the average of exchange rates in effect on the last day of each
month during the year and (3) the high and low exchange rates during the year.
For previous years, historical results have been restated to U.S. dollars using
a translation of convenience, whereby all historical results have been reflected
using the exchange rate in effect on December 31, 2001 of $1 U.S. to $1.5928
CDN.
==========================================================
RATES 2002
----------------------------------------------------------
Last Day (1) $0.6331
----------------------------------------------------------
Average (2) $0.6373
----------------------------------------------------------
High (3) $0.6618
----------------------------------------------------------
Low (3) $0.6199
==========================================================
Note Regarding Forward-Looking Financial Information
Certain statements included herein may constitute "forward-looking statements"
within the meaning of the United States Private Securities Litigation Reform Act
of 1995. These forward-looking statements include, but are not limited to
references to business strategies, competitive strengths, goals, capital
expenditure plans, business and operational growth plans and references to the
future growth of the business. These forward looking statements are based on
certain assumptions and analyses made by the Company in light of its experience
and its interpretation of current conditions, historical trends and expected
future developments as well as other factors that the Company believes are
appropriate in the circumstance.
However, whether actual results and developments will agree with expectations
and predications of the Company is subject to many risks and uncertainties
including, but not limited to; general economic, business or market risk
conditions; competitive actions by other companies; changes in laws or
regulations or policies of local governments, provinces and states as well as
the governments of United States and Canada; many of which are beyond the
control of the Company. Consequently all forward-looking statements made herein
are qualified by these cautionary statements and there can be no assurance that
the actual results or developments anticipated by the Company will be realized.
3
PART I
Item 1. Business
Overview
Stake Technology Ltd. ("Stake" or the "Company") operates in three principal
businesses; (1) natural and organic food product markets including sourcing,
processing, packaging and distribution, (2) processing, distribution and
recycling of environmentally responsible industrial mineral products and (3)
engineering and marketing of a proprietary clean pulping system using patented
steam explosion technology.
The Company was incorporated under the laws of Canada on November 13, 1973. The
principal executive offices are located at 2838 Highway 7, Norval, Ontario,
Canada, L0P 1K0, telephone: (905) 455-1990, fax: (905) 455-2529, e-mail:
info@staketech.com and web site: www.staketech.com.
The Food Group, which represents approximately 80% of consolidated revenues,
consists of the SunRich Food Group (SunRich), recently acquired Opta Food
Ingredients, Inc. (Opta) and the newly formed Canadian Organic Food Group. These
groups form the backbone of the Company's vertically integrated food operations,
focused on the natural and organic foods markets. SunRich produces organic and
non-genetically modified (non-GMO) food ingredients with a specialization in soy
and other natural and organic food products. SunRich is headquartered at 3824 -
93rd Street S.W., Hope, Minnesota, 56046-0128, telephone: (507) 451-3316, fax:
(507) 451-2910, e-mail: info@sunrich.com and web site: www.sunrich.com. Opta is
the worlds largest supplier of oat fiber to the food industry based upon
management's knowledge of these markets. Its mission is to resolve its
customer's product formulation challenges through innovating, manufacturing and
selling proprietary ingredients to improve the nutritional content,
healthfulness, texture and taste of foods. Opta is headquartered at 25 Wiggins
Avenue, Bedford, Massachusetts, 01730, telephone: (781) 276-5100, fax (781)
276-5101, email: customer_service @opta-food.com and web site:
www.opta-food.com. The Canadian Organic Food Group consists of the 2002
acquisitions of Wild West Organic Harvest Co-operative Association (Wild West)
of Richmond, British Columbia, Simply Organic Co. Ltd. (Simply Organic) of
Toronto, Ontario, Organic Kitchen of Toronto, Ontario and Sunrich Valley, a new
division launched in 2002. Wild West is well established and specializes in the
distribution of natural and organic foods throughout Western Canada. Simply
Organic is a growing natural and organic foods distribution business serving the
Central Canada market. Organic Kitchen provides organic feeds and partners with
processors to market organic poultry and other organic meat products. Sunrich
Valley markets a full line of organic dairy products under the brand name mu.
For details contact their respective web sites are as follows:
www.wildwestorganicharvest.com; www.organickitchen.com and www.muorganics.com.
The Environmental Industrial Group, which represents approximately 20% of
consolidated sales, includes BEI/PECAL, a division of the Company, Temisca Inc.,
Virginia Materials Inc. (Virginia Materials) and International Materials &
Supplies, Inc. (International Materials). The Group processes, sells and
distributes abrasives and other industrial minerals to the foundry, steel and
marine/bridge cleaning industries; sources specialty sands and garnets for the
water filtration industry; and recycles inorganic materials under special
permits from government authorities at both its Waterdown, Ontario and Norfolk,
Virginia sites. The Environmental Industrial Group can be contacted at 407
Parkside Drive, Waterdown, Ontario, L0R 2H0, telephone: (905) 689-6661, fax:
(905) 689-0485, e-mail: info@barnesenvironmental.com and web site: www.bei.ca.
The Steam Explosion Technology Group, a division of Stake, is located on the
corporate property of the Company in Norval, Ontario. This division holds
numerous patents on its steam explosion process and is marketing this clean
pulping system with a special focus on China, the world's largest user of
non-woody pulp. The Steam Explosion Technology uses high temperature and
pressure rather than chemicals to process non-woody fibers into pulp which can
be used to produce various paper products. The Group is also pursuing
opportunities to leverage this technology to North American companies for food
grade applications, primarily to convert complex sugars into food grade
sweeteners. The Steam Explosion Technology Group can be contacted at 2838 Hwy 7,
Norval, Ontario, L0P 1K0, telephone: (905) 455-1990, fax: (905) 455-2529,
e-mail: info@staketech.com and web site: www.steamexplosion.com.
4
Segmented Information
The Company operates in three industries:
(1) The Food Group produces, packages, markets and distributes a wide
range of natural and organic food products and ingredients with a focus on
soy, oat and corn;
(2) The Environmental Industrial Group processes, sells and distributes
industrial minerals, and recycles inorganic materials for the foundry,
steel, bridge and ship cleaning industries; and
(3) The Steam Explosion Technology Group owns numerous patents on its
proprietary steam explosion technology and designs and subcontracts the
manufacture of these systems for processing non-woody fibers for use in
the paper and food industries.
The Company provides segmented operating and financial information based on
these segments. With the continued expansion of the Food Group, the Company is
in the process of transitioning its management structure and related reporting
systems in support of its vertically integrated food model. The Company intends
to expand segmented reporting once this transition is complete and information
is compiled and reviewed accordingly.
The Company's operations and assets are located in both Canada and the United
States.
Acquisitions during 2002 and 2001
Food Group
Opta
On December 4, 2002, Stake completed its cash tender offer for Opta (formally
listed on Nasdaq - OPTS) for $2.50 per share in accordance with the terms of its
tender offer for all of the outstanding shares of Opta. Approximately 92.6% of
the outstanding common shares were tendered. On December 18, 2002 the Company
merged Opta with Stake Acquisition Corp., a wholly owned subsidiary. As a result
the remaining 7.4% of outstanding common shares were converted to a right to
receive $2.50 per share in cash from Stake.
Opta is an innovator, manufacturer and marketer of proprietary food ingredients
that improve the nutritional content, healthfulness, texture and taste of its
customers' food products. Opta's food ingredients are used by more than 350 food
companies, including 12 of the largest U.S. consumer packaged food companies and
three of the world's largest quick service restaurant chains. For the nine-month
period ended September 30, 2002, Opta's sales were $21.1 million from its four
manufacturing plants. As of September 30, 2002, Opta's net assets were
approximately $38 million, which included approximately $9.5 million in cash and
short-term investments. The acquisition of Opta is expected to be immediately
accretive to future earnings of the Company.
Wild West Organic Harvest
On November 1, 2002, the Company acquired privately owned 632100 B.C. Ltd.,
formally operated as Wild West Organic Harvest Co-Operative Association (Wild
West), a Vancouver (Richmond), British Columbia based distributor of organic and
natural food products. The purchase price included cash and contingent
consideration payable upon achieving certain gross margin targets over the next
two to four years. The acquisition is expected to be accretive to earnings. Wild
West had annualized revenues of approximately $11.0 million in the current
fiscal year.
Wild West distributes 2,400 products throughout Western Canada to both the mass
market and natural food retail outlets. It has a historical annual growth rate
of 43% over the last three years and operates from a newly expanded 38,000
square foot refrigerated and frozen warehouse facility. A natural and organic
industry fresh food pioneer with 26 years of operation, Wild West runs one of
Canada's only certified organic distribution centres.
Simply Organic
On December 1, 2002,. the Company acquired privately owned Simply Organic Co.
Ltd. (Simply Organic), a Toronto based distributor of natural and organic food
products. The purchase price included cash and contingent consideration payable
upon achieving certain gross margin targets over the next two to four years.
This
5
acquisition is expected to be accretive to earnings. Simply Organic celebrated
its second year in business in November, 2002 and had annualized revenues of
approximately $3.5 million in the current fiscal year.
Simply Organic distributes a broad range of regionally and internationally grown
and produced certified organic food products including Stake's line of organic
dairy products, sold under the brand name mu, throughout much of Ontario to both
the mass market and natural food retail outlets. It has recently expanded to a
new 14,000 square foot refrigerated warehouse to serve as the distribution hub
for its extensive line of certified organic food products.
Organic Kitchen
On July 2, 2002, the Company acquired organic feed and related inventories, the
Organic Kitchen trademark and the businesses of Organic Kitchen Inc. and Cloud
Mountain Inc. (together forming Organic Kitchen). Consideration consisted of
$297,000 paid in cash on closing. In addition, the Company will pay 10% of the
pre-tax profits earned to December 31, 2005, up to a maximum of $1,268,000. This
contingent consideration will be recorded as an increase to goodwill when the
amount of the contingency is determinable. No contingent consideration was paid
in 2002.
These two companies form an integrated unit which sources, blends and supplies
proprietary organic feeds to organic poultry and other meat producers. The
companies then partner with organic processors who package poultry and other
meat products and distribute to mass marketers under private label or the
Organic Kitchen(TM) brand.
Based on management's current market knowledge, Organic Kitchen is one of the
only major suppliers of organic chicken in Canada, a market which is expanding
rapidly with the growth in the natural and organic food industry.
Results from operations of the four Food Group acquisitions are included in the
Company's results of operations from the date of acquisition to December 31,
2002 and their respective assets and liabilities are included in the December
31, 2002 consolidated balance sheet.
Jenkins & Gournoe, Inc.
In February, 2001, the Food Group acquired 100% of the common shares of Jenkins
& Gournoe, Inc. (First Light Foods), a private Illinois company that owned
certain soy trademarks including Soy-Um and Rice-Um. The total acquisition
purchase price was $1,813,000 and was paid by the issuance of 833,333 common
shares issued by Stake, 35,000 warrants exercisable at US$1.70 for five years,
$350,000 (including acquisition costs) in cash and a note payable for $659,000,
repayable quarterly over 2 years by payments of $87,500, with interest at 8.5%.
There is also contingent consideration that may be payable on this acquisition
if; (a) certain predetermined profit targets are achieved, up to an additional
140,000 warrants may be issued in 2002 through to 2005, as well as (b) a
percentage of gross profits in excess of $1,100,000 per annum from 2001 to 2005
will be paid to the vendors of First Light Foods. No contingent consideration
was paid in 2001 or 2002. The acquisition of First Light Foods complements the
Food Group's strategy of becoming a vertically integrated business providing
expertise from seed to merchandisable products of soy milk.
As part of the Company's bank refinancing in March 2002, the note payable was
repaid.
Environmental Industrial Group
Virginia Materials
On October 31, 2001, the Company's wholly owned subsidiary, Virginia Materials
acquired certain assets of Virginia Materials and Supplies, Inc. including
inventory, equipment and other long-term assets as well as 51% of the
outstanding common shares of International Materials & Supplies, Inc.
(International Materials) for cash consideration (including acquisition costs)
of $1,743,000 plus deferred purchase consideration now estimated to be
$1,754,000 (previously estimated as $1,145,000) and contingent consideration.
The deferred purchase consideration, consisting of the Company's purchase of the
vendor's inventory, was adjusted in 2002 to reflect a revised estimate of the
amount of inventory remaining to be purchased. Management estimates that the
entire inventory will be acquired by the end of 2003. On November 1, 2002
Virginia Materials purchased the remaining 49% of the outstanding common shares
of International Materials, for cash consideration of $125,000.
In addition, the Company agreed to pay 50% of the profits for a two-year period
from the date of the acquisition. The vendor's share of profits is considered
contingent consideration. The Company has amended the arrangement with
6
the vendor of Virginia Materials and will pay $50,000 per month for the period
January 1, 2003 to October 31, 2003 in lieu of 50% of profits.
Virginia Materials is a supplier of abrasives to the shipbuilding and repair
industry. It has a production facility located in Norfolk, Virginia and a second
plant is scheduled to open during 2003 in Baltimore, Maryland. Virginia
Materials also recycles spent abrasives which are used in the production of
cement and converts aluminum smelting waste into a roofing and abrasive product.
International Materials produces industrial garnets as a by-product from a
mining operation and processes these garnets for sale to the water filtration,
water jet cutting and abrasives markets.
New and Amended Banking Agreement and Other Lending Facilities
On March 15, 2002, Stake consolidated most of its existing banking relationships
with a single Canadian lender and its wholly owned U.S. subsidiary
(collectively, "the banks"). Over a number of years Stake had acquired a number
of companies with numerous separate banking and private lending relationships.
The new agreement consolidated these arrangements and resulted in administration
and interest cost savings in 2002 of approximately $450,000, and approximately a
$1,250,000 improvement in cash flow on an annualized basis.
On November 25, 2002, Stake entered into a tender facility agreement with the
banks for a maximum availability of $17 million, to be used solely for the
purchase of the outstanding common shares of Opta, pursuant to the cash tender
offer dated October 25, 2002. As at December 31, 2002, $15.2 million was
outstanding on this facility. This facility expired and was fully repaid on
March 5, 2003 with cash and the incremental proceeds from the amended banking
facility, as described below.
On December 4, 2002, Stake issued to Claridge Israel LLC (Claridge), the
Company's largest shareholder, a $5 million convertible debenture. If not
converted the debenture is due and fully payable on November 30, 2004. Interest
is payable quarterly at an annual rate of 5.5%. The debenture is convertible at
the option of the holder at any time after November 30, 2003 or earlier under
certain circumstances at the conversion price of $3.00 per common share. Stake
has the option to repay the debenture at anytime subject to the approval of the
banks which, unless waived, will be based on the Company meeting or exceeding
its 2003 financial projections. In addition, the Company issued Claridge 250,000
warrants exercisable into an equivalent number of common shares of Stake at a
price of $3.25 per common share. These warrants expire November 30, 2004.
Claridge has collateralised the convertible debenture with a second priority
security interest on certain of Stake's Canadian and U.S properties.
On March 5, 2003, the Company amended and restated the banking facility entered
into in March 2002 and entered into a bank syndication arrangement. The amended
facility includes a Canadian line of credit for CDN $5 million, a U.S. committed
line of credit for $9 million and a two year term facility for $21.7 million,
with repayments amortized over seven years. Incremental proceeds from this
amended facility were used to repay the tender facility.
7
Food Group
The Food Group has been built over the past four years with the acquisition of
eight companies and the startup of one. The acquisitions include Sunrich Inc. in
August, 1999, the purchase of Nordic Aseptic, Inc. in August, 2000, the
acquisition of Northern Food & Dairy, Inc. in September, 2000 and the
acquisition of First Light Foods (Jenkins & Gournoe) in February, 2001. In
April, 2002, Sunrich Valley, a newly formed Division of Stake, launched a full
line of organic dairy products under the brand name mu. In addition, during
2002, Stake completed the acquisitions of Organic Kitchen, Wild West, Opta, and
Simply Organic. The acquisitions coupled with significant internal growth have
established a unique, vertically integrated natural and organic foods company
with significant presence in both the United States and Canada.
The Food Group is comprised of three business units, the SunRich Food Group,
Opta Food Ingredients and the Canadian Organic Food Group. These units form the
basis of the Company's vertically integrated food operations. The Company
intends on integrating these operations in order to leverage efficiencies and
cost savings, maximize product and processing capabilities and develop a
platform to support continued growth in the natural and organic foods sectors.
[GRAPHIC]
8
SunRich Food Group
The SunRich Food Group consists of three key vertically integrated business
groups: The Product and Ingredients Group ("Products"), the Technical Processing
Group ("Processing") and the Packaging Group, ("Packaging").
The Products Group specializes in identity-preserved (IP), non-genetically
modified (non-GMO) and organic grain products and natural food ingredients,
including soybeans, corn, soy ingredients, grain sweeteners, milled flours,
meals, grains and vegetable oils.
The Processing Group is one of the largest soymilk concentrate producers in the
U.S. based upon management estimates of the market. This group focuses on the
technical processing of specialty and functional food ingredients including
soymilk concentrate, soluble fiber products, natural food preservatives, grain
sweeteners, custom drying and blending.
The Packaging Group focuses on the aseptic packaging of shelf stable beverages
and liquid products from the Nordic Aseptic facility. The Nordic Aseptic
facility has been significantly upgraded over the past two years as a result of
the acquisition of a new half gallon filler, a new boiler, new mix room
facilities, a new CIP (clean in place) system, two storage tanks and numerous
upgrades and improvements to existing equipment. The Company has entered into a
long-term agreement with a major food company to provide aseptic finished
product. After a period of ongoing operating losses, Nordic Aseptic realized
profitability during 2002.
The SunRich Food Group is well positioned to capitalize on the rapid growth of
the natural and organic food markets. The Company produces a broad offering of
soy-based food products to the U.S. and international markets from field to
table, or seed to retail product. The proliferation of great tasting, healthy
soyfoods has increased the availability of soy products to consumers. The
increase in consumer demand has resulted in soyfoods products experiencing some
of the largest growth rates of any category in the food industry. The FDA allows
soy products containing more than 6.25 grams of soy protein per serving to make
the claim of improving cardiovascular health of consumers.
The SunRich Food Group's major products are as follows:
Grains and Inputs: Included in grain and inputs are specialty soybeans, IP corn,
various other grains (corn, rice and oat), organic corn and milled products, soy
and oat flours and organic feed ingredients. IP specialty grains are sold to
both domestic and foreign food processors.
The demand for non-GMO soybeans from foreign customers and the increased demand
from domestic soyfoods manufacturers has continued to fuel an increase in
business volume. These trends are expected to continue in the future as the soy
and natural foods markets continue to grow.
The Group's grain revenues slow during the period from December to March of the
following year when bulk grain shipments are inhibited by winter weather. Food
ingredient, processing and retail food product revenues are not as seasonal
except for slowdowns in production due to customers utilizing existing
inventories, usually at the beginning of each fiscal quarter.
Bulk commodity products revenues are sensitive to distribution costs. This can
limit their competitiveness in particular markets. Competitive bulk and
container freight costs give the Group access to Japanese and Mexican export
markets but uncompetitive freight costs limit opportunities in European markets.
Soy Milk and Soy Ingredients: Soy milk and soy ingredients are marketed
throughout the United States where the Group has a strong presence. The Food
Group is continuing to develop new product offerings and customers as the demand
for soy based products continue to grow.
Organic and Natural Food Ingredients: The natural and organic foods market is
one of the fastest growing segments in the food industry. The Food Group markets
a range of grain sweeteners and maltodextrins under the names Maisweet,
Arrosweet and Oatsweet with sweeteners carrying a high dextrose equivalent (DE)
and maltodextrins carrying a lower equivalent. Organic and natural vegetable
oils are sold to customers throughout the United States, Hong Kong and Japan.
Organic snack coatings will be launched during 2003 in response to heavy
customer demand.
9
Custom Ingredients: The Company produces a number of unique functional food
ingredients on a contract basis utilizing customer's proprietary technology.
Products include:
Benefiber: A soluble guar based fiber food ingredient, produced under a
manufacturing agreement for a Japanese customer, whereby the Japanese
based customer has the sole and exclusive rights to the product
specifications. The product is also sold to a U.S. based customer for U.S.
distribution.
Betatrim: Fractionalized oat based food ingredients produced under
agreement for domestic customers.
Microgard: A natural food preservative.
Dairy Blends: The Group produces custom blended powdered dairy ingredients
for several customers in the United States.
Powdered Honey and Molasses: The Group produces and markets dried sweeteners
such as powdered honey and molasses, which are sold to food manufacturers.
Technical Processing and Spray Drying: Technical processing and spray drying is
contracted with various customers to produce a variety of food ingredients.
Aseptic Packaged Products: Processing and packaging of shelf stable liquid
products is performed at Nordic Aseptic. The Sunrich Food Group packages aseptic
products for some of the leading consumer branded food companies in the United
States and also has its own proprietary branded products being marketed under
the trade names Rice Um and Soy Um.
Opta
Opta Food Ingredients, Inc. (Opta) is an innovator in the value-added food
ingredients market. Opta is the worlds largest supplier of oat fiber to the food
industry based upon management's knowledge and estimates of this market, a
developer of value-added starch-based texturizers and resistant starches and a
manufacturer of proprietary stabilizer blends.
Opta's food ingredients are used by more than 350 customers in the U.S., Canada,
Latin America, Western Europe, the Middle East, Asia and the Pacific Rim,
including 12 of the largest U.S. consumer packaged food companies and 3 of the
world's largest quick service restaurant chains. Opta has an excellent
reputation for product quality, and innovation and technical expertise in
developing value-added solutions for major food and food service companies.
Opta works closely with consumer food and foodservice companies to identify
product formulation, cost and/or productivity issues and develop solutions to
these problems based on proprietary, value-added, highly functional food
ingredients and ingredient systems.
Opta has added a unique portfolio of products and this has expanded the Food
Group's specialty food ingredient business on the basis of two main technology
platforms: fiber-based texturizers which include Canadian Harvest(TM) Oat
Fibers and Stabilized Bran products, and Opta Ingredient Systems(TM) which
include OptaGrade(R), OptaMist(R), OptaFil(R), CrystaLean(R), OptaMax(R),
Shimizu Konjac Flour, Blanver's Best microcrystalline cellulose (MCC) and other
proprietary stabilizer blends.
Many of Opta's ingredients can be used to make more healthful versions of
standard products:
In publications from both the American Dietetic Association and a Mayo Clinic
Health letter it was noted that fiber consumption is below recommended levels in
the US. Opta's Canadian Harvest line of oat fibers and stabilized brans are used
in numerous products such as fiber-enriched breads and other baked goods,
breakfast cereals and snack bars as well as a bran-containing yogurt
specifically to boost fiber content. Opta's products can be used to increase
fiber content of foods while minimizing negative effects on taste and texture.
Opta's oat fibers which are insoluble fibers can be used in products to enhance
overall gastrointestinal health. Stabilized brans can be used as a source of
soluble fiber (beta-glucan) which is beneficial to cardiovascular health.
Many of Opta's starch-based texturizers and ingredient blends were originally
developed for and are used in reduced fat versions of a variety of dairy
products such as lowfat or fat-free cottage cheese, sour cream, cream cheese, or
process cheeses. As discussed in a document entitled " Taking the Fat Out of
Food" from the U.S. Food
10
and Drug Administration, reducing fat intake by consuming reduced fat versions
of these products is an element of a healthier diet.
Opta is also a leader in the area of resistant starches. Resistant starch is
more slowly digested than conventional food starch and therefore, is partially
fermented in the lower gastrointestinal tract. The resistant starch can then be
used as an energy source for gut bacteria which promote good intestinal health
and can also be metabolized to short chain fatty acids which are purported to be
anti-carcinogenic. Most importantly, resistant starch is broken down to glucose
at a slower rate than conventional starch which is advantageous for foods
formulated specifically for diabetics.
In addition to helping food manufacturers improve the healthfulness of their
food products, Opta's family of texturizing ingredients can improve the overall
quality of food products, reduce formulation costs and meet specific processing
requirements. The Company believes that all of its products are GRAS (Generally
Regarded As Safe, see Regulation section for a further description) under
current FDA regulations.
Opta's major products are as follows:
Fiber-Based Products
Canadian Harvest: Canadian Harvest Oat Fibers are a family of insoluble fiber
products derived from oat hulls. Oat Fibers are used commercially to increase
yield and enhance texture in ground meat products, to add strength and reduce
breakage of taco shells and ice cream cones, and to enhance texture and increase
the fiber content of cereals, breads, cookies and crackers. Opta also offers
Canadian Harvest Stabilized Brans derived from oat, wheat and corn, as well as
wheat germ. The Stabilized Brans are heat-treated to extend shelf life and
ground to meet customer needs for appropriate particle size.
Opta Ingredient Systems
Opta Ingredient Systems are proprietary blends of texturizing agents and other
ingredients that are primarily developed and sold for use in the dairy, salad
dressing and soy-based product categories. Many of the Ingredient Systems
contain one of Opta's unique and proprietary starch-based texturizers which are
described below.
OptaGrade: OptaGrade is a natural, starch-based texturizing agent that is used
commercially in a variety of dairy products including natural, imitation and
processed cheeses, sour cream, cream cheese and cottage cheese. Fat free cheeses
made with OptaGrade have shown superb meltability with none of the off-taste or
rubbery texture found in most fat free and reduced fat cheeses. By using
OptaGrade in cottage cheese, food manufacturers are able to reduce total
formulation costs while delivering excellent taste, texture and appearance.
Cottage Cheese is a two component system: the solid cheese curd and the liquid
portion known as dressing. The curd is the more expensive of the two. Thus, if a
high quality cottage cheese can be produced with a higher proportion of dressing
than previously used, then overall formulation costs will be reduced. Opta has
successfully reformulated fat-free, low fat and full fat cottage cheeses for
several customers in which dressing-to-curd ratios were increased, thereby
reducing overall formulation costs. These reformulations incorporated OptaGrade
into the dressing. OptaGrade lends itself very well to this application in that
it enhances cling of the dressing to the curd and develops the right level of
viscosity. This is critical to increasing the dressing-to-curd ratio,
maintaining quality and realizing the cost savings. OptaGrade is also used to
improve the taste and texture of reduced fat and fat free cream cheeses. In sour
cream, OptaGrade is used to create a smooth, creamy texture, and allows for a
"cleaner" all natural ingredient label. Formulations for fat-reduced or fat-free
sour creams typically contain several ingredients that aid in replacing the
fat-like attributes of the full-fat product. These ingredients may include
fairly expensive hydrocolloids such as xanthan gum, alginates, agar or others.
Opta successfully reformulated the light sour cream product of a multinational
consumer food company by simplifying the formulation. This was made possible due
to the fat replacement and textural properties of OptaGrade. Based on direct
feedback from this customer, OptaGrade improved the taste, texture and
appearance of the product while reducing formulation costs by over $500,000 on
an annualized basis.
OptaMist: OptaMist is also a starch-based texturizing agent that improves the
taste, texture and appearance of dairy products, yogurt, natural and processed
cheese products, salad dressings and mayonnaise. While the functionality of
OptaMist is similar to that of OptaGrade, its unique processing flexibility
allows it to be used in food products made within a wide variety of processing
systems.
OptaFil: OptaFil is a starch-based opacifying agent and whitener used in reduced
fat or fat free dairy and non-
11
dairy creamers, whipped toppings, puddings, beverages, cheeses and salad
dressings.
CrystaLean: CrystaLean is an enzyme-resistant, starch-based bulking and
texturizing agent designed to enhance texture and add fiber to food products
including baked goods and extruded products such as cereals and snack foods and
to nutrition bars and nutritional beverages.
OptaMax: OptaMax is a starch-based texturizing agent developed to increase
yields and improve the texture of reduced fat natural cheese including
Mozzarella, Cheddar, Colby, Monterey Jack and Feta.
Konjac Flour: Under a distribution agreement with Shimizu International, Inc. of
Japan, Opta is the exclusive North American distributor for konjac flour for
food ingredient applications. A unique and very versatile texturizing agent
obtained from the konjac plant commonly cultivated in East Asia, konjac flour
provides excellent heat and freeze thaw stability when used to thicken or gel
processed foods. Based upon current sales levels, the Company does not believe
the distribution agreement with Shimizu is material.
Microcrystalline Cellulose (MCC): Under a distribution agreement with Blanver
Farmoquimica, Ltda. of Brazil, Opta is the exclusive distributor of MCC for food
related applications in the United States. MCC, commonly known and labeled as
cellulose gel, is a naturally derived stabilizer, texturizing agent and fat
replacer. It is used extensively in reduced fat salad dressings, numerous dairy
products including cheese, frozen desserts and whipped toppings and bakery
products. Based upon current sales levels, the Company does not believe the
distribution agreement with Blanver is material.
Canadian Organic Food Group
The Canadian Organic Food Group was recently formed with the objective of
becoming the dominant player in the Canadian natural and organic foods sector,
vertically integrated from supply through distribution.
With the recent acquisitions of Wild West and Simply Organic, the Company is
building a Canadian organic and natural foods distribution network that will
support the organization's current branded products as well as further
integrated product developments.
Wild West is a well-established business specializing in the distribution of
organic and natural foods throughout Western Canada and Simply Organic is a
growing certified organic distribution business serving the Central Canada
market. Combined purchasing and product sourcing opportunities exist for these
operations including consolidated purchasing of organic fruits and vegetables
from key suppliers and expanded distribution opportunities for certain products
based on existing supply arrangements.
In April, 2002, the Company launched a full line of organic dairy products under
the brand name mu, and in July 2002 acquired certain assets and the business of
Organic Kitchen Inc., a company that provides organic feeds and partners with
processors to market organic poultry and other meat products to the mass
markets.
The Canadian Organic Food Group's major products are as follows:
Organic Dairy - Full line of packaged organic milk and organic butter products
under the tradename mu.
Organic Poultry - Current products include organic chicken and organic turkey
sold under the Organic Kitchen trademark and various private label names.
Fresh Organic Produce - Both Simply Organics and Wild West distribute a full
line of organic fruits and vegetables.
Natural and Organic Grocery - Wild West distributes approximately 2,400 natural
and organic grocery items from a broad range of North American suppliers. Simply
Organic also distributes a select number of organic and natural grocery items.
Major Developments during 2002
The three Canadian acquisitions and one startup business in 2002 have given the
Company a major presence in Canada in the rapidly growing organic and natural
foods market. The acquisition of Opta has further strengthened
12
and enhanced the Company's presence and profile in the value-added food
ingredients industry, including a greater global presence, as 15 to 20% of
Opta's sales are internationally based.
During 2002, the Food Group commenced commercial application of its three year
contract with a major customer for the supply of aseptic soy milk from its
Nordic Aseptic facility. The production from this contract has contributed to
improved performance at this facility, which had operating and startup losses of
approximately $3 million in the 16 months prior to April, 2002.
Competition
The Food Group's specialty grain and inputs operation competes with large
companies in the U.S. commercial grain procurement market. Within the last
several years competition from other suppliers sourcing U.S., Canadian, South
American and Chinese origin product has increased. The Food Group's organic
specialty grains compete in the smaller niche U.S. commercial organic grains
market. Key to competing in these markets is access to transportation, supply
and relationships with organic producers.
The grain and inputs business is centered in Hope, Minnesota alongside the Union
Pacific Railroad. The railroad is used for the grain elevator business and
distribution of products nationally. The Hope facility is 70 miles south of
Minneapolis/St. Paul, which gives it access to the Mississippi River for grain
transporting and "containerized" shipments to the west coast for export. The
facility is centrally located within the heart of soy and corn producers. The
Group has an established IP grain producer network with approximately 1,500
producers, with many relationships existing for over 20 years. The Group has
also been an organic certified handler and processor for a number of years and
has ample grain processing and storage facilities to meet the needs of its
producers and customers.
Specialty food ingredients are unique niche items usually developed or processed
for specific customers. The Food Group competes with other product developers
and specialty processors for the specialty ingredient business. The food
ingredients industry is intensely competitive. Competitors include major
chemical companies with food ingredient divisions, other food ingredient
companies, stabilizer companies and those consumer food companies that also
engage in the development and sale of food ingredients. Many of these
competitors have financial and technical resources as well as production and
marketing capabilities that are greater than those of the Company. In addition,
many of the Company's competitors have experience that is significantly greater
than that of the Company in the testing of new or improved products.
The Company's Aseptic packaged products compete with numerous other
manufacturers of similar aseptic packaged products.
The Canadian Organic Food Group competes against conventional food distributors
that are much larger than Wild West and Simply Organic and other organic and
natural foods distributors which are approximately the same size. Organic
Kitchen and Sunrich Valley compete against other providers of organic meat and
organic dairy products as well as significantly larger food companies that
provide specialty or high end products that compete with organic products.
The Food Group's competitive advantages are:
o Integrated from the seed through finished product.
o Established IP grain producer network.
o Focus on natural and organic food products.
o Technical staff and expertise that identifies product specifications
to meet the needs of the end user and create innovative products and
processes.
o Flexible manufacturing facilities.
Distribution, Marketing and Sales
The Food Group grains and inputs unit ensures that it provides its customers
with the highest quality organic, non-GMO and IP specialty grains, by serving as
a grower's supplier of seed, purchaser of the grower's specialty crops
13
and distributor of IP specialty products. The Food Group's "full circle"
approach allows it to satisfy the specific needs of foreign and domestic food
manufacturers and processors by providing products in the varieties and quantity
needed in a timely fashion; transporting products to meet customers' needs by
being able to package in containers, truck, rail or barge; providing product
information and technical support during the growing, processing, and marketing
phases, and offering complete service of product, including grading,
formulation, processing, quality control and packaging.
Utilizing a technically sophisticated customer account team, the Food Group
believes that the most effective way to solve each customer's problem is to gain
a thorough understanding of the customer at all levels, build solid working
relationships throughout the customer's organization, be knowledgeable of the
market segment in which the customer competes, and have a detailed technical
understanding of the customer's problem as well as its preferred solution. The
Company takes a multidisciplinary approach in order to achieve this level of
customer understanding and service. Members of the Food Group's direct sales
force are teamed up with the appropriate technical personnel to work as
"consultants" in defining and developing a range of potential solutions to their
formulation and product development problems. In all cases, the Food Group's
strategy is to provide outstanding service and responsiveness, which the Company
believes, will lead to additional opportunities with existing and prospective
customers.
The Canadian Organic Food Group's primary distribution coverage includes central
and western Canada. It competes through the breadth of its product line,
providing excellent product quality and consistency and by maintaining strong
relationships with customers, growers, and suppliers.
Suppliers
The Food Group's raw materials and packaging needs are sourced from various
suppliers who provide products that contractually are required to comply with
certain specifications. Products are sourced from over 1,000 suppliers with
availability subject to world market conditions. There are a number of
alternative sources of supply for all raw materials with critical customer
supply relationships highlighted below.
IP and organic grains are primarily sourced from over 1,500 North American
growers and suppliers via annual contracts or spot market purchases. There is
ample supply of grains to satisfy the Food Group's needs with expanding
production in other parts of the world to provide additional supply if crop or
market conditions limit the North American supply. The Food Group has the
ability to divert available product based on market demand and customer
requirements in order to maximize return.
Dairy ingredients are purchased from a number of suppliers, primarily dairy
producer cooperatives. Product is purchased in the spot market with certain
ingredients purchased via short-term supply contracts.
Oat hulls are primarily sourced from a major food company and there is ample
supply to meet production requirements.
Maltodextrin is purchased on contract from several suppliers. There is
substantial production capacity among these suppliers for maltodextrin. Organic
maltodextrins are produced by the Food Group from organic grains sourced from
contract growers.
Honey, molasses, high fructose corn syrup and flour are purchased based on
required specifications in the spot market. The supply for these ingredients is
sufficient to meet current demand. Supply shortfalls would have an effect on
availability and price and would be reflected in finished product pricing for
the Group.
Other ingredients such as guar, oat flour and carbon are supplied by process
customers and are not sourced directly from Food Group suppliers.
The Canadian Organic Food Group sources products from over 500 suppliers.
Overall supply is sufficient. Supply related to fresh produce items is
controlled through spot pricing and changes are reflected in prices to end
customers.
Regulation
The Food Group is affected by governmental agricultural regulations and
policies. State and federal fertilizer, pesticide, food processing, grain buying
and warehousing, and wholesale food regulations are examples of regulations that
affect this Group. Government-sponsored price supports and acreage set aside
programs are two examples of
14
policies that may affect this Group. There can be no assurance that government
policies will not change from time to time in a manner adverse to the Food
Group's business regulations or that may present delays and costs that could
adversely affect this Group.
In addition, several of the Food Group's business activities are subject to U.S.
environmental regulations. The Food Group is involved in the manufacture,
supply, processing and marketing of organic seed and food products and, as such,
is voluntarily subject to certain organic quality assurance standards. The Food
Group is currently in compliance with all state and federal fertilizer,
pesticide, food processing, grain buying and warehousing, and wholesale
food-handling regulations. Regulatory agencies include the United States
Department of Agriculture (USDA), which monitors both the food processing and
agricultural grain business.
Certain food ingredient products are regulated under the 1958 Food Additive
Amendments to the Federal Food, Drug and Cosmetic Act of 1938 (the "Act"), as
administered by the FDA. Under the Act, pre-marketing approval by the FDA is
required for the sale of a food ingredient which is a food additive unless the
substance is GRAS under the conditions of its intended use by experts qualified
by scientific training and experience to evaluate the safety of food
ingredients. A food additive is any substance, "the intended use of which
results or may reasonably be expected to result, directly or indirectly, in its
becoming a component or otherwise affecting the characteristics of any food."
Such pre-marketing approval for ingredients that are not GRAS, which is issued
in the form of formal regulation, requires a showing both that the food
ingredient is safe under its intended conditions of use and that it achieves the
function for which it is intended. GRAS status can be established in two ways,
either by "self-affirmation" in which the producer determines on its own that
the ingredient is GRAS, or by the issuance of a "GRAS affirmation regulation" by
the FDA in response to a GRAS petition. A food ingredient may be deemed GRAS
under the conditions of its intended use based upon its history of common use in
foods prior to 1958, or based upon scientific procedures which produce the same
quantity and quality of scientific evidence as would be required for the FDA to
issue a pre-market approval of the sale of a food additive.
In either case, in order to establish that a product is GRAS, it must not only
actually be safe in its intended use, but it must be generally recognized as
such. If a food ingredient is not entitled to GRAS status, pre-market approval
must be sought through the filing of a Food Additive Petition.
Countries other than the U.S. also regulate the sale of food ingredients.
Regulations vary substantially from country to country, and the Company takes
appropriate steps to comply with such regulations as necessary.
Many of the Food Group products are being marketed pursuant to GRAS
self-affirmation. The Food Group believes that most products for which it has
retained commercial rights are GRAS. However, such status cannot be determined
until actual formulations and uses are finalized. Thereafter, the group decides
whether self-affirmation procedures or a GRAS petition will be appropriate.
Certain of the Company's products may require a Food Additive Petition and in
the event that one is required, the Company may elect to sell or license its
rights to another party. There can be no assurance that the Company will be
successful in bringing its products to market based on its determination that
such products meet these criteria.
The Food Group endeavours to comply in all material respects with applicable
environmental regulations. Some of the key regulations include:
Air Quality - regulated by EPA and certain city/state air pollution control
groups. Emission reports are filed annually.
Waste Treatment/Disposal - solid waste is either disposed of by a third-party or
in some cases the Company has a permit to haul and land apply the sludge.
Agreement exists with local city sewer districts to treat waste at specified
levels of BOD and TSS.
Sewer - agreements with the local city sewer districts to treat waste as
specified limits of BOD and TSS. This requires weekly/monthly reporting as well
as annual inspection.
Hazardous Chemicals - various reports are filed with local city/state emergency
response agencies to identify potential hazardous chemicals being used.
Research and Development
The Food Group has developed a number of new soy ingredients and alternatives to
accommodate new product adaptation of these ingredients into various food items.
The expanding interest to incorporate soy based foods in consumers' diets
creates numerous opportunities to develop soy ingredients that can be
incorporated into food
15
developer's menu items. The Food Group continues to research products and
processing systems that are required to serve the growing natural and organic
foods markets and continues to expand in areas such as organic oils and organic
snack coatings.
The nature of a number of the Food Groups products and processes requires the
Company to create and maintain a number of patents and trade secrets. The
Group's policy is to protect its technology by, among other things, filing
patent applications for technology relating to the development of its business
in the U.S. and in selected foreign jurisdictions.
The Group's success will depend, in part, on its ability to protect its products
and technology under U.S. and international patent laws and other intellectual
property laws. The Company believes that it owns or has the right to use all
proprietary technology necessary to manufacture and market its products under
development. There can be no assurance, however, that patent applications
relating to the Company's products or technology will result in patents being
issued or that current or additional patents will afford protection against
competitors with similar technology.
The Company also relies on trade secrets and proprietary know-how and
confidentiality agreements to protect certain of its technologies and processes.
There can be no assurance that the Company's outside partners and contract
manufacturers will be prevented from gaining access to the Company's proprietary
technology and confidential information.
Employees
The Food Group has 475 full-time employees. There is one union at the Company's
St. Thomas, Ontario facility that covers approximately 11 employees. This
contract was renewed in August 2002 and expiries in 2004. Management considers
relations with its employees to be good.
Properties
The Food Group operates from eleven processing facilities (10 owned, 1 leased)
in five U.S. states and one Canadian province. The leased property is for 23,775
square feet. Monthly rent costs are currently $11,812 and increase every August
1st by 2.5% until expiry of the lease on July 31, 2005. The Group also owns and
leases a number of office and distribution locations and also leases and
utilizes public warehouses to satisfy its storage needs. For more details please
see Item 2. - Properties.
The Environmental Industrial Group
The Environmental Industrial Group has two principal business lines:
(1) The manufacture and distribution of industrial mineral based
products such as specialty sands, bentonite clays, silica free
abrasives, garnets and other products for the foundry, shipbuilding,
bridge repair and steel industries. Many of these products can
subsequently be recycled; and
(2) The recycling of waste industrial mineral by-products and materials
from site reclamation projects; these materials are cleaned, crushed
and blended to specific chemistry for resale to cement, steel and
related industries.
This Group, like the Food Group, has also been built through several
acquisitions starting with the initial acquisition of Barnes Environmental and
Industrial in 1995. In 2000, George F. Pettinos (Canada) Limited (PECAL) and
Temisca, Inc. were acquired followed by the acquisitions of Virginia Materials
and 51% of International Materials in 2001. In late 2002, the 49% minority
interest in International Materials was also acquired.
The Environmental Industrial Group's processing of cement additives and certain
abrasives slows down during the January to March period, corresponding to
reduced cement production and difficult winter operating conditions. The foundry
and steel businesses are not considered seasonal. The establishment of the
Louisiana manufacturing facility during 1998 and the subsequent acquisition of
Virginia Materials helps to mitigate the seasonality of the Environmental
Industrial Group sales.
16
The distribution of products is freight sensitive for lesser value added
products and is focused on the Ontario and Quebec markets while the higher value
products such as abrasives and garnets are shipped throughout the U.S. The
annual volume of materials processed and distributed is approximately 180,000
tonnes.
Major Developments during 2002
During the year the Company acquired the 49% minority interest in International
Materials.
From its acquisition of Virginia Materials in October 2001 the Group planned on
adding a second plant location in Baltimore, Maryland, close to its supply of
coal slag. Due to regulatory delays this plant has not yet become operational.
Management is hopeful that approval will be obtained in 2003.
Major Products
Barshot/Crystalgrit: The Environmental Industrial Group has a licence agreement
with Crystalgrit, Inc. from Quebec, Canada, the patent holder of "Specular
Hematite as an Impact Material" which gives the Group the exclusive right to
market this material in the two central Canadian provinces, Great Lakes and
Northeast Atlantic region states and the state of Alabama and the non-exclusive
right for the balance of North America. The Company pays 5.5% of the net sales
price on products sold under the license agreement to a maximum of CDN $175,000
per year. The Group also has the first right of refusal for a licence in 5 other
US states.
Specular Hematite: Marketed under the name "Barshot" or "Crystalgrit" as a
recyclable abrasive providing higher profit margins for the user and competing
with existing materials such as garnet, staurolite, aluminum oxide, various
slags and steel grit.
The Group is continuing to develop agents/distributors primarily for the U.S.
exclusive territory, focusing on companies and contractors capable of recycling
Barshot or Crystalgrit.
Slag Abrasives: The Environmental Industrial Group markets copper slag abrasives
under the name "Ebony Grit" into the Ontario and Quebec markets. With the
acquisition of Virginia Materials the Environmental Industrial Group expanded
its product offering with a coal slag abrasive under the name of "Blackblast".
This product is marketed primarily into the Virginia, North Carolina, West
Virginia and Alabama markets and will be expanded and offered across the entire
Environmental Industrial Group network going forward.
Garnets: The Environmental Industrial Group is a producer of garnets for the
water jet cutting, water filtration and abrasive industries. The Group also has
a supply agreement with a garnet supplier in China, complimenting this with a
Distributor Agreement with a garnet sand supplier in India. These high value
products are sold to the water jet cutting and wet and dry abrasive blasting
markets.
Silica Sands: The Environmental Industrial Group supplies major foundry
customers in Quebec and Ontario with silica products. The acquisition of Temisca
Inc. in 2000 provided the Group with a lower cost and secured supply of silica
raw materials which has allowed the Group to remain a key supplier in this
market. The properties of the Temisca silica sands are suited to the filtration,
frac sand, golf course sand and abrasive applications.
Resin Coated Sand: Based upon management's understanding of the market, the
Group is a dominant supplier of resin coated sand in Ontario and Quebec via
products which are manufactured at the Group's Hamilton facility and through the
distribution of a U.S. sourced product. Resin coated sand is used exclusively by
the foundry industry.
Zircon Sands: The Group recycles very high value zircon sand used by a large
automobile manufacturer in southern Ontario in the manufacturing of engine
castings. This product is processed at the Waterdown location, with a portion of
the recycled product sold back to the automobile manufacturer, and the remainder
sold into the industrial materials market.
The Environmental Industrial Group is committed to providing quality products
and services. The Environmental Industrial Group is ISO-9002 registered at its
Waterdown and Hamilton locations. By the end of 2003, the Group is striving to
have all of its operations ISO-9002 registered. ISO-9002 is an independent
Quality Management System which requires documentation, standardized procedures
and employee training for all processes affecting product quality and service.
17
Competition
The Environmental Industrial Group conducts business throughout North America
with a focus on key regions. Key regions comprise the Quebec-Detroit corridor,
New York, Norfolk, Virginia and the Louisiana Gulf region, all of which are
areas of high volume ship repairs and bridge cleaning activities. The Group is
competitive in abrasive and value added products in surrounding areas such as
Michigan, New Jersey and Ohio.
The Group competes against a variety of competitors servicing the foundry,
steel, abrasive, water jet and filtration industries. Each of these product
categories are normally served by as many as three competitors. The Group
competes through a combination of exceptional product quality and customer
service combined with competitive pricing in these markets.
In 1994, the Waterdown site was awarded a Certificate of Approval from the
Ontario Ministry of Environment and Energy to recycle non-hazardous and
hazardous solid waste. To obtain the certificate management was required to file
an operations and management plan with its initial application. Along with
maintaining a bond of CDN $750,000 with the Ontario Ministry of Environment, the
Company is limited in the amount of hazardous waste that it can store and
receive on any one day as well as the overall length of time hazardous wastes
can be stored. The Company is subject to periodic audits by the Ministry to
ensure proper storage, proper classification of hazardous wastes and security of
materials as well as controls and monitoring of ground and storm water
management, contingency plans and site inspections. The significance of this
Certificate of Approval is that the Environmental Industrial Group can recycle
certain types of solid waste, which could not be recycled without a Certificate
of Approval, as many materials have been declared hazardous by the Ontario
Ministry of Environment and Energy. The Certificate of Approval has no fixed
expiry date, however the Company must comply with requirements listed in the
terms of the Certificate of Approval, as summarized above to maintain its good
standing.
Materials that can be recycled under the Certificate of Approval represent
approximately 25% of the materials processed by the Environmental Industrial
Group. The Certificate of Approval serves as a barrier to entry for other
operators.
In general, the Environmental Industrial Group's competitive advantages include:
o Geographic location of facilities, strategically located near raw
material sources.
o Superior knowledge of many industrial minerals and the markets for
these materials.
o Long-standing relationships with both generators and users of
industrial waste streams.
o Efficient and cost effective material handling and processing
skills.
o Expertise necessary to provide customers with materials of a
consistent and reliable quality and the ability to adjust chemical
composition as required.
o Exclusive licence and supply arrangements.
Suppliers
Most of the Environmental Industrial Group's critical raw materials are
purchased through approved suppliers to ensure the highest quality and the
supplier's ability to adhere to the Group's requirements.
There is an abundance of inorganic materials that are increasingly becoming
subject to federal, provincial and state legislative restrictions. The Group
expects the supply of contaminated materials from remediation projects to
continue to increase, due to increased awareness by the general public and the
resulting laws that will require these wastes to be recycled in the future.
The Environmental Industrial Group receives materials from in excess of 2,000
suppliers. While the Group has several alternative sources of supply for many of
the inputs it requires, it also has several key supplier relationships, which
are summarized below.
18
The Group obtains its key abrasive raw materials from certain Canadian mines and
a U.S. power plant. Ebony Grit, a product produced from copper slag is supplied
by a Canadian mining and refining company. Specular Hematite reserves at the
current mine supplier are estimated to be sufficient to supply the Group's needs
for many years. Blackblast, a product produced from coal slag is supplied on an
exclusive basis by a U.S. power plant.
The Group has a non-exclusive right to distribute certain high purity silica
sand to the foundry industry in Quebec and Ontario for US Silica.
The Group represents Bentonite Performance Minerals, focusing on sales to the
foundry market, as well as other bentonite sales to the industrial market in
Quebec and Ontario.
The Group produces industrial garnet derived from a waste mining stream at its
Keesville, New York facility. In addition the group has an exclusive North
American Agreement to market garnet from a supplier in India and a second
agreement with a supplier in China.
Regulation
The Environmental Industrial Group's business primarily involves the handling of
materials, which are inorganic and mineral based. These types of materials are
generally benign and do not give rise to environmental problems.
Accordingly, to date there has been low potential for environmental liabilities
to arise. The Ontario Ministry of Environment and Energy has the right to
inspect the Waterdown site and review the results of third party monitoring and
perform its own testing. Similar rights of inspection exist at the facility in
Norfolk, Virginia. Almost all of the Company's environmental regulation is
standard to the respective industries with the exception of the permits in
Ontario and Virginia to recycle certain types of solid waste including items
listed as hazardous materials. In both locations the Company is subject to
monthly reporting and periodic audits as well as having a financial bond in
place with the respective government should there be a contamination.
Based on known existing conditions and the Group's experience in complying with
emerging environmental issues, the Company is of the view that future costs
relating to environmental compliance will not have a material adverse effect on
its financial position..
Research and Development
Environmental: In 2002, the Environmental Industrial Group continued to evaluate
the processing and recycling of a number of waste mineral streams into higher
value added products. These spent materials, originating primarily from the
foundry, steel and industrial sectors can often be separated back into their
original composition, which increases the value of the recycled product and can
lead to a greater number of markets.
Specular Hematite: In 2002, the Environmental Industrial Group continued to
study the use of Specular Hematite in a number of value-added markets, requiring
fast cutting and cleaning speed, as well as developing new markets in nuclear
shielding, non-slip flooring and ballast products.
Employees
The Environmental Industrial Group has 77 employees. The Environmental
Industrial Group has two union sites, one in Waterdown, Ontario and one at its
Hamilton, Ontario location. Both contracts have been extended to 2005.
Management considers relations with employees to be good.
Properties
The Environmental Industrial Group operates from seven locations. The primary
operating facility with administrative, laboratory and principal production is
located in Waterdown, Ontario. In addition, the Group owns a production facility
in Hamilton, Ontario, a distribution/warehouse facility in Lachine (Montreal),
Quebec and the Temisca sand property in located in northern Quebec. The Group
also leases production/distribution facilities in New Orleans, Louisiana,
Norfolk, Virginia and Keesville, New York. For more details please see Item 2
Properties.
19
Steam Explosion Technology Group
The Company has developed a steam explosion technology known as the "StakeTech
System", including process engineering and the hardware required.
The patented StakeTech System provides a method for the rapid and continuous
steam treatment of biomass under high pressure. The suitable raw materials
include wood chips, sugarcane bagasse, cereal straws and waste paper. In their
natural state, these materials are not easily separated into their component
parts. By processing with the addition of high-pressure steam, the StakeTech
System breaks the chemical and physical bonds that exist between the components
of these materials allowing their subsequent separation and processing into
products and components that potentially have wide and diverse applications. The
Company has demonstrated its equipment and technology on a commercial scale in
several applications.
For the past several years the group has focussed its marketing efforts on the
production of pulp for paper firm non-woody fibers and the production of
celluose derivatives. The Group is also pursing a number of food based
applications with both external parties and internally through the Company's
Food Group.
StakeTech's steam explosion business is not affected by seasonality.
Major Developments in Steam Explosion Technology in 2002
In 2002, the Steam Explosion Technology Group continued to focus on marketing
pulping systems to China through its agent, Pacitec Inc. (Pacitec). In 2002,
Pacitec maintained its exclusive rights for the Chinese market and continues to
actively pursue the sale of StakeTech Systems.
In conjunction with Pacitec, the Company is currently pursuing equipment sales
to several separate projects in China. The final stage of these contracts is to
establish irrevocable lines of credit with the Chinese clients.
Competition
The Company is focussing its marketing efforts on applying the Steam Explosion
Technology to the production of pulp for paper from non-woody fibres. The
Company believes the ability of StakeTech Systems to operate at high pressure
presents advantages in terms of reducing chemical requirements and improving
product yields.
The Company's success in marketing to the pulp and paper industry will depend on
the extent to which the StakeTech System can be shown to have advantages over
the technology of existing suppliers. These existing suppliers include Ahlstrom,
Kvaerner, Metso and Andritz. The Company is aware of other groups that are
attempting to develop and market new pulping processes. These include the NACO
process from Italy, the Saicca process from Spain and the Anbokem process from
Canada.
It is anticipated that competition from suppliers of alternative systems and
equipment in these markets will be strong and that the potential advantages for
the StakeTech System will have to be demonstrated.
Suppliers
Waste biomass such as straw is currently available in abundant supply in many
parts of the world. If other economic uses for waste biomass increase, the
Company may find that the supply of such raw materials is reduced and this could
have a materially adverse effect on the Company's steam explosion technology
business.
In respect of the manufacturing of the customized steam explosion technology
systems, the Company provides equipment fabricators with detailed drawings and
equipment specifications. All major equipment components have at least two
alternate suppliers.
Regulation
Stake steam explosion technology may use chemicals in addition to steam to treat
fibrous material. This technology does not generally produce appreciable
pollutants and the Company believes that its existing facilities are in full
compliance with applicable laws concerning the environment. To date the Company
has not found it necessary to spend significant amounts in order to comply with
applicable environmental laws. It is anticipated
20
that future sales or licenses of the Company's technology will be made where the
StakeTech System is but one part of a larger process, as for example in the
manufacture of pulp. In these instances, the overall project may be subject to
federal, state or local provisions regulating the discharge of materials into
the environment. Compliance with such provisions may result in significant
increases in the costs associated with the overall project.
Proprietary Technology
The Company recognizes that there exists a threat of others attempting to copy
the Company's proprietary StakeTech System and/or appropriate the technology. To
mitigate this risk, the normal business practice of the Steam Explosion
Technology Group includes the signing of confidentiality agreements with all
parties to which confidential information is supplied including all customers
and licensees. The Company also holds several patents on its equipment and
process technology.
In 2000, the Company received approval of a patent application made under the
Patent Cooperation Treaty (PCT) agreement. This patent application covers
certain proprietary equipment designs relating to the StakeTech System and this
approval served as the basis for a patent application made in China in January
2001. China is a signatory to the PCT.
Financial Exposure Related to Bonding and Guarantees
To enter markets such as China, the Company expects to have to provide
substantial performance guarantees in the form of process guarantees and
equipment guarantees. These guarantees will need to be backed by bank guarantees
and/or surety bonds. The Company endeavours to reduce the associated risks,
however there will always remain a possibility that the Company's guarantees or
bonds could be called, rightfully or wrongfully and/or the equipment supplied
fails to meet the guarantees and warranties provided resulting in potential
financial losses to the Company.
Research and Development
During 2002, Steam Explosion research and development activities related to
client specific investigations and focused on the production of pulp from straw
from China and other food based applications.
Employees
The Steam Explosion Technology Group has 3 employees; 2 engaged in technical
support, systems design and R&D, and 1 engaged in marketing, sales and
engineering. Since the division subcontracts out the production of its
equipment, it does not anticipate significantly increasing the size of its work
force until it receives a contract for its equipment. Stake has engaged other
engineering and sales resources to assist in product testing and contractual
negotiations for the Company's Steam Explosion Technology Group.
Corporate Office
The corporate office of Stake is located in owned premises in Norval, Ontario.
Nine staff are employed in a variety of management, financial and administration
roles.
Environmental Hazards
The Company believes, with respect to both its operations and real property,
that it is in material compliance with environmental laws at all of its
locations and specifically with the requirements of its Certificate of Approval
issued by the Ontario Ministry of the Environment and Energy on the
Environmental Industrial Group property in Waterdown, Ontario.
21
Employees
As of March 7, 2003 the Company had 564 employees broken out by division below:
----------------------------------------------------------------------
Divisions Number of Employees
----------------------------------------------------------------------
Food Group 475
----------------------------------------------------------------------
Environmental Industrial Group 77
----------------------------------------------------------------------
Steam Explosion and Corporate Office 12
----------------------------------------------------------------------
Total 564
----------------------------------------------------------------------
Item 2. Properties
Food Group
The Food Group has the following major operating locations which are owned
unless otherwise noted:
--------------------------------------------------------------------------------------------------------------------------------
Location State/Province Group/Sub Group Description
--------------------------------------------------------------------------------------------------------------------------------
Hope Minnesota SunRich Food Group Head office and grain processing
--------------------------------------------------------------------------------------------------------------------------------
Alexandria-two facilities Minnesota SunRich Food Group Soymilk processing and aseptic packaging
--------------------------------------------------------------------------------------------------------------------------------
Bertha Minnesota SunRich Food Group Drying and blending
--------------------------------------------------------------------------------------------------------------------------------
Fosston Minnesota SunRich Food Group Processing and drying
--------------------------------------------------------------------------------------------------------------------------------
Cambridge Minnesota Opta Oat fiber processing
--------------------------------------------------------------------------------------------------------------------------------
Cresco Iowa SunRich Food Group Milling
--------------------------------------------------------------------------------------------------------------------------------
Afton Wyoming SunRich Food Group Soymilk processing
--------------------------------------------------------------------------------------------------------------------------------
Bedford Massachusetts Opta Head office and development center
--------------------------------------------------------------------------------------------------------------------------------
Louisville (Leased) (1) Kentucky Opta Oat fiber production
--------------------------------------------------------------------------------------------------------------------------------
Galesburg Illinois Opta Starch based production
--------------------------------------------------------------------------------------------------------------------------------
Richmond (Leased) (2) British Columbia Wild West Office and distribution
--------------------------------------------------------------------------------------------------------------------------------
Mississauga (Leased) (3) Ontario Simply Organic Office and distribution
--------------------------------------------------------------------------------------------------------------------------------
St. Thomas Ontario Opta Brans and wheat germ production
--------------------------------------------------------------------------------------------------------------------------------
Norval Ontario Sunrich Valley and Organic Kitchen Head office
--------------------------------------------------------------------------------------------------------------------------------
(1) Lease has an expiry date of July 2005.
(2) Lease has an expiry date of September 2007.
(3) Lease has an expiry date of December 2007.
Environmental Industrial Group
The Environmental Industrial Group has the following major operating locations
which are owned unless otherwise noted:
------------------------------------------------------------------------------------------------------------------------------
Location State/Province Group Description
------------------------------------------------------------------------------------------------------------------------------
Waterdown Ontario EIG Head office, processing and distribution
------------------------------------------------------------------------------------------------------------------------------
Hamilton Ontario EIG Processing and distribution
------------------------------------------------------------------------------------------------------------------------------
Lachine Quebec EIG Distribution
------------------------------------------------------------------------------------------------------------------------------
Bruno de Guiges Quebec EIG Specialty sands
------------------------------------------------------------------------------------------------------------------------------
New Orleans (Leased) (4) Louisiana EIG Abrasives processing
------------------------------------------------------------------------------------------------------------------------------
Norfolk (Leased) (5) Virginia EIG Processing and distribution
------------------------------------------------------------------------------------------------------------------------------
Keeseville (Leased) (6) New York EIG Garnet processing and distribution
------------------------------------------------------------------------------------------------------------------------------
(4) Lease has an expiry date of December 2003.
(5) Lease has an expiry date of October 2010 and an option to purchase
for $2 million before October 2006.
(6) Lease has an expiry date of September 2010.
22
Steam Explosion Technology Group and Executive Offices
The Company's Executive Group, Steam Explosion Technology Group, Sunrich Valley
and Organic Kitchen operations are located at 2838 Highway 7, Norval, Ontario, a
property owned by the Company.
Item 3. Legal Proceedings
The SunRich Food Group. has commenced a suit against a supplier for failure to
adhere to the terms of a contract. The Company and its legal counsel believe
that this claim has merit. The Company has ceased co-packing arrangements under
the existing contract and has commenced packing under separate arrangements. It
cannot however be determined if there will be any recovery by the Company at
this time and the Group is expensing the costs of pursuing this suit on a
monthly basis. Other than this action, the Group has not been and is not
currently a party to any material litigation other than stated above.
The supplier has counter-sued the Company for breach of contract. The Company
believes this suit is without merit.
Opta has filed a claim against a former wholesaler in Germany for non-payment of
invoices totalling $77,000 and the former wholesaler has filed a counterclaim
alleging that they are eligible for compensation based on Opta Foods purported
termination of the distribution agreement, which they allege existed. Under
German law the maximum award the wholesaler could be entitled to receive is
$130,000.
The Canadian Organic Food Group which includes Sunrich Valley, Organic Kitchen,
Simply Organic and Wild West has not been and is not currently a party to any
material litigation.
The Environmental Industrial Group has not been and is not currently a party to
any material litigation.
The Steam Explosion Technology Group has not been and is not currently a party
to any material litigation.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted to a vote of the Company's shareholders during the
fourth quarter of the year ended December 31, 2002.
23
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company's common shares trade in US$ on The Nasdaq Small Cap Market tier of
The Nasdaq Stock Market under the symbol STKL, and in CDN$ under the symbol SOY
on the Toronto Stock Exchange. The following table indicates the high and low
bid prices for Stake's common shares for each quarterly period during the past
two years as reported by Nasdaq. The prices shown are representative
inter-dealer prices, do not include retail mark ups, markdowns or commissions
and do not necessarily reflect actual transactions.
Trade Prices on Nasdaq (US Dollars)
================================================================================
2002 HIGH LOW
--------------------------------------------------------------------------------
First Quarter $2.68 $1.97
--------------------------------------------------------------------------------
Second Quarter $3.48 $2.58
--------------------------------------------------------------------------------
Third Quarter $3.07 $2.31
--------------------------------------------------------------------------------
Fourth Quarter $3.41 $2.39
--------------------------------------------------------------------------------
2001 HIGH LOW
--------------------------------------------------------------------------------
First Quarter $1.75 $1.38
--------------------------------------------------------------------------------
Second Quarter $2.45 $1.49
--------------------------------------------------------------------------------
Third Quarter $2.05 $1.41
--------------------------------------------------------------------------------
Fourth Quarter $2.17 $1.63
================================================================================
The following table indicates the high and low bid prices for Stake's common
shares for each quarterly period since the company's listing on the Toronto
Stock Exchange. The Company listed on the Toronto Stock Exchange on November 6,
2001, therefore information is only provided for the fourth quarter of 2001.
Trade Prices on TSX (Canadian Dollars)
--------------------------------------------------------------------------------
2002 HIGH LOW
--------------------------------------------------------------------------------
First Quarter $4.17 $3.15
--------------------------------------------------------------------------------
Second Quarter $5.39 $3.74
--------------------------------------------------------------------------------
Third Quarter $4.75 $3.48
--------------------------------------------------------------------------------
Fourth Quarter $5.27 $3.75
--------------------------------------------------------------------------------
2001 HIGH LOW
--------------------------------------------------------------------------------
Fourth Quarter - 11/06/01 forward $3.85 $2.65
--------------------------------------------------------------------------------
At December 31, 2002, the Company has approximately 650 shareholders of record.
Based on proxy requests from shareholders and nominee holders at the last annual
meeting date, the Company estimates that there are at least an additional 4,000
beneficial holders of the Company's common shares.
Stake has never paid dividends on its common stock and does not anticipate
paying dividends for the foreseeable future. The receipt of cash dividends by
United States shareholders from a Canadian corporation, such as Stake, may be
subject to Canadian withholding tax.
24
Issuance of securities and use of proceeds
Claridge Convertible Debenture
In December 2002, Stake issued to Claridge a $5 million convertible debenture
due November 30, 2004, bearing interest at the rate of 5.5% per annum and
convertible into common shares of the Company at a price of $3.00 per share on
or after November 30, 2003. The funds were specifically used for the acquisition
of Opta. In conjunction with the debenture, the Company issued 250,000 common
share purchase warrants with an exercise price of $3.25, expiring November 30,
2004.
Options and warrants exercised during the year
During the year ended December 31, 2002, employees and directors exercised
246,740 common share options and an equal number of common shares were issued
for net proceeds of $397,000. Subsequent to December 31, 2002, directors,
officers and employees exercised 214,825 common share options and an equal
number of common shares were issued for net proceeds of $392,000.
During the year ended December 31, 2002, 656,150 warrants were exercised and an
equal number of common shares were issued for net proceeds of $1,474,000.
Subsequent to December 31, 2002, 291,000 warrants were exercised and an equal
number of common shares were issued for net proceeds of $641,000.
These funds were used for general business purposes including working capital
and capital expenditures in existing businesses and for the recent Food Group
acquisitions.
Bank Financing
The Company completed two bank refinancings in 2002 and has completed a further
refinancing in March, 2003.
The first refinancing in March, 2002, was used to consolidate a number of
separate banking and private lending relationships. This facility included a
CDN$5 million line of credit, a $5 million line of credit, and a $15 million
reducing term facility.
In November, 2002, Stake entered into a tender facility agreement with the banks
for $17 million, to be used solely for the purchase of Opta's outstanding common
shares pursuant to the cash tender offer.
In February, 2003, the Company entered into an amended and restated banking
agreement. This amended facility increased the term debt to $21.7 million and
the U.S. line of credit to $9 million. The incremental proceeds from this
facility, in addition to cash on hand, were used to repay the tender facility.
The term of the facility is two years with a renewal option by the lender and
the Company. Principal payments are made quarterly and amortize over 7 years.
The Company fully intends to renew the facility which matures in March, 2005.
25
Item 6. Selected Financial Data
The following information has been summarized from the Company's consolidated
financial statements.
Summary (expressed in thousands of U.S. dollars, except per share amounts)
Canadian GAAP
-------------------------------------------------------------------------------------------------------------
2002 2001 2000 1999 1998
-------------------------------------------------------------------------------------------------------------
Revenues 120,898 89,822 63,821 29,699 13,860
-------------------------------------------------------------------------------------------------------------
Net earnings 3,766 19 2,118 957 516
-------------------------------------------------------------------------------------------------------------
Total assets 115,287 80,061 58,304 22,246 10,105
-------------------------------------------------------------------------------------------------------------
Long-term debt (includes current 36,749 16,648 19,811 2,582 1,318
portion)
-------------------------------------------------------------------------------------------------------------
Other long-term obligations including 4,963 4,487 2,516 895 619
future taxes (includes current portion)
-------------------------------------------------------------------------------------------------------------
Basic earnings per share $0.09 $0.00 $0.09 $0.06 $0.04
-------------------------------------------------------------------------------------------------------------
Diluted earnings per share $0.09 $0.00 $0.09 $0.06 $0.04
-------------------------------------------------------------------------------------------------------------
Cash dividends -- -- -- -- --
-------------------------------------------------------------------------------------------------------------
Note: The above table for the years 1998 to 2001 have been converted from
Canadian dollars to U.S. dollars at a rate of convenience of $1.00 U.S. to
$1.5928 CDN.
United States GAAP
-------------------------------------------------------------------------------------------------------------
2002 2001 2000 1999 1998
-------------------------------------------------------------------------------------------------------------
Revenues 120,898 92,362 68,445 31,836 14,880
-------------------------------------------------------------------------------------------------------------
Net earnings 3,701 (231) 1,869 975 513
-------------------------------------------------------------------------------------------------------------
Total assets 114,929 79,708 61,450 24,550 10,497
-------------------------------------------------------------------------------------------------------------
Long-term debt (includes current 36,749 16,648 21,044 2,849 1,369
portion)
-------------------------------------------------------------------------------------------------------------
Other long-term obligations including 4,963 4,487 2,673 988 643
future taxes (includes current portion)
-------------------------------------------------------------------------------------------------------------
Basic earnings per share $0.09 $(0.01) $0.08 $0.06 $0.03
-------------------------------------------------------------------------------------------------------------
Diluted earnings per share $0.09 $(0.01) $0.08 $0.06 $0.03
-------------------------------------------------------------------------------------------------------------
Cash dividends -- -- -- -- --
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Exchange rates (U.S. GAAP)
-------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------
Period end 1.5703 1.5490 1.5000 1.4859 1.4836
-------------------------------------------------------------------------------------------------------------
Average rate 1.5776 1.5928 1.4852 1.4433 1.5333
-------------------------------------------------------------------------------------------------------------
Item 7. Management's Discussion and Analysis of Financial Conditions and Results
of Operations
Overview
The Company's consolidated financial statements include the results of the
organization's three principal operating groups: the Food Group, accounting for
approximately 80% of 2002 revenues, with a focus on vertically integrated
sourcing, processing and selling of soy and other natural and organic food
products; the Environmental Industrial Group accounting for approximately 20% of
2002 revenues, with a focus on processing, distributing and recycling industrial
minerals; and the Steam Explosion Technology Group accounting for less than 1%
of 2002 revenues, with a focus on developing and commercializing proprietary
steam explosion technology for processing of biomass into higher value products.
All three operating groups are considered high growth ethical businesses,
focused on environmental responsibility and the health and well being of its
communities.
The Management's Discussion and Analysis (MD&A), detailed below, is presented in
four parts; Results of Operations, Liquidity and Capital Resources, Business
Outlook and Risks and Uncertainties, and should be read in
26
conjunction with the audited consolidated financial statements and accompanying
notes contained on pages F-1 to F-36 of this Annual Report.
In 2002, the Company adopted the United States dollar as its reporting currency
for presentation of its consolidated financial statements. With the acquisitions
completed in 2001 and 2002, a significant portion of the Company's revenues,
assets and earnings are attributable to its U.S. based operations. Historical
consolidated results have been restated using a translation of convenience for
Canadian GAAP purposes, whereby all historical results have been reflected using
the exchange rate in effect on December 31, 2001 of $1.00 U.S. to $1.5928 CDN.
In 2002, the Company completed four acquisitions; Organic Kitchen, Wild West,
Simply Organic and Opta, and also launched a new business unit, Sunrich Valley.
All four acquisitions and the business launch served to complement the Company's
vertically integrated growth strategy in the rapidly vertically integrated
growing, value-added natural and organic foods markets. The acquisitions of
Organic Kitchen, an integrated organic poultry producer, Wild West, a Western
Canada based natural and organic foods distributor and Simply Organic, a Central
Canada based natural and organic foods distributor, in addition to the start-up
of Sunrich Valley, which markets organic dairy products, have positioned Stake
Technology Ltd. as a major player in the Canadian natural and organic foods
markets. The acquisition of Opta, with operations in both the United States and
Canada, further strengthened the Company's presence in the value-added food
ingredients market. Opta is the world's largest supplier of oat fiber to the
food industry.
In 2001, the Company acquired Jenkins and Gournoe, Inc. (First Light Foods).
First Light Foods owns several trademarked brands. This acquisition complemented
the Company's vertically integrated soymilk strategy.
Revenues in 2002 increased by 34.6% to $120,898,000 from $89,822,000 in 2001
(2000 - $63,821,000). Gross margin on revenues improved to 16.1% from 13.8% in
the prior year (2000 - 14.4%). Net earnings for the year increased to $3,766,000
or $0.09 per basic common share compared to $19,000 or $0.00 per basic common
share in 2001 (2000 - $2,118,000 or $0.09 per basic common share).
Operating results in 2002 improved significantly over 2002 due to a number of
factors including the turnaround at the Company's aseptic packaging operation,
Nordic Aseptic, and improved results in other Food Group operations, including
grain sales and food ingredients. The Environmental Industrial Group also
reported improved earnings due in most part to the acquisition of Virginia
Materials in the fourth quarter of 2001. The growth of the Group was partially
offset in 2002 by the general economic slowdown in the foundry and steel
industries and the impact of the September 11th tragedy on the bridge repair and
shipbuilding industries, however, these industries have shown improvement in the
latter half of 2002.
Three of the four acquisitions noted above were completed late in fiscal 2002
and therefore did not have a significant impact on operating results in 2002.
Operating results in 2001 decreased versus 2000 as a result of a number of
factors, including the significant losses at Nordic Aseptic, weak
market/economic conditions that impacted the Environmental Industrial Group,
partially due to the September 11th tragedy, and increased costs of operating a
growing public company.
The assets of the Company increased by $35,226,000 or 44.0% to $115,287,000 at
December 31, 2002, due primarily to growth within existing operations and the
acquisitions completed during the year, all in accordance with the Company's
growth strategy. Long-term debt increased to $36,749,000, mainly as a result of
financing related to acquisitions.
Results of Operations
2002 Operations Compared With 2001 Operations
Consolidated
Revenues in the year ended December 31, 2002, increased by 34.6% to $120,898,000
from $89,822,000 in 2001. Earnings increased to $3,766,000 or $0.09 per common
share from $19,000 or $0.00 per common share in 2001.
27
The increase in the Company's revenues of $31,076,000 in 2002 is due to a number
of factors including increased sales of aseptic packaged soymilk products of
$12,808,000, increased sales of bulk grains of $9,647,000, specialty beans and
dietary fiber of $3,089,000, the three acquisitions and one start-up within the
Canadian natural and organic foods business in 2002 totalling $2,585,000, the
acquisition of Opta Food Ingredients, Inc. in December 2002, adding $1,942,000,
and the acquisitions of the business and certain assets of Virginia Materials &
Supplies, Inc. and the outstanding common shares of International Materials and
Supplies, Inc. (Virginia Materials) in October, 2001 of $5,351,000.
Net earnings for the year ended December 31, 2002 increased to $3,766,000 from
$19,000 in 2001, due to improved financial performance at Nordic Aseptic, the
Company's aseptic packaging operations of $1,990,000 after tax, as well as
improved volumes and margins in dietary fiber of $624,000 after tax and certain
grain and agronomy products of $276,000 after tax. In addition, cost reduction
programs implemented throughout the Company and certain price increases in the
Environmental Industrial Group combined with the October 2001 Virginia Materials
acquisition of $1,097,000 after tax contributed to improved earnings. The
Company realized reduced borrowing costs as a result of new banking arrangements
implemented in 2002 of $232,000 after tax, and had a reduced effective tax rate
due to the reversal of a valuation allowance recorded against tax loss carry
forward of $550,000 partially offset by the write-down of the Company's 32%
investment in Easton Minerals Limited of $366,000, reduction in Steam Explosion
Technology earnings of $187,000 after tax and net higher corporate costs of
approximately $300,000 after tax. The Company wrote down the value of the
investment to $nil since the shares have not traded since early 2002 and a
potential financing to facilitate a business merger in 2002 did not materialize.
U.S. readers should note that due to differences between Canadian and U.S. GAAP,
the net earnings for the year ended December 31, 2002 under U.S. GAAP were
$3,701,000 or $0.09 per common share versus a loss of ($231,000) or ($0.01) per
common share in 2001. Note 18 to the consolidated financial statements itemizes
the nature of these differences.
Cost of goods sold increased by 31.0% to $101,431,000 for the year ended
December 31, 2002 compared to $77,450,000 for the year ended December 31, 2001.
Consistent with the revenue increase, the increase in cost of sales resulted
from increased sales of certain food based products, the acquisitions completed
during 2002 and a full year's revenue relating to acquisitions made in 2001.
The Company's consolidated gross margin improved to 16.1% in the year ended
December 31, 2002 from 13.8% in 2001. The key drivers of this improvement are
provided in the segmented operations information detailed below.
Selling, general and administrative expenditures increased 28.2% in the year
ended December 31, 2002 to $14,281,000 from $11,142,000 in 2001. The increase in
administrative costs is consistent with the growth in food operations, the 2002
acquisitions, the Virginia Materials acquisition completed in October 2001 and
increased Corporate costs to support a rapidly growing public company. These
increases were partially offset by a reduction in amortization expense as a
result of the Company adopting the new CICA Handbook Section 3062 "Goodwill and
Intangible Assets" on January 1, 2002, whereby goodwill and indefinite life
intangibles are no longer amortized. Amortization of goodwill and intangibles
included in selling, general and administrative expenses in the year ended
December 31, 2001 was $492,000.
Interest expense decreased to $1,413,000 in the year ended December 31, 2002
from $1,745,000 in 2001. The decrease in borrowing costs relates mainly to a
decrease in the effective borrowing rate due to the consolidation of a number of
loans under the new financing arrangements which resulted in lower interest
rates and a decrease in floating interest rates on certain debt instruments
versus 2001.
Interest and other income was $218,000 in the year ended December 31, 2002,
compared to $326,000 in the year ended December 31, 2001. Included in the
results for the year ended December 31, 2002 is a write-down of the Company's
32% investment in Easton Minerals Limited of $366,000, offset by a gain in the
sale of non-core assets of $285,000, which included certain surplus real estate
properties obtained in the acquisitions of Barnes Environmental International
and Northern Food & Dairy, Inc.
Provision for income taxes increased to $401,000 in the year ended December 31,
2002, compared to $147,000 in 2001. The effective tax rate decreased from 88.6%
in 2001 (2001 included a tax refund of $85,000 related to the reassessment of an
acquired business) to 9.6% in 2002 mainly due to the realization of certain loss
carry-forwards
28
including the realization of the previously unrecorded Nordic loss
carry-forwards of $550,000 and tax planning strategies implemented by the
Company.
Segmented Operations Information
Food Group
The Company currently treats the Food Group as one reporting segment. With the
continued expansion of the Food Group, the Company is in the process of
transitioning its management structure and related reporting systems in support
of its vertically integrated food model. The Company intends to expand segmented
reporting once this transition is complete and information is compiled and
reviewed accordingly and intends to provide expanded segments no later than
December 31, 2003.
The Food Group contributed $96,319,000 or 79.7% of total Company consolidated
revenues in the year ended December 31, 2002 versus $69,973,000 or 77.9% in the
same period in 2001. The increase of $26,346,000 or 37.7% (of which 31.4% was
generated through internal growth), was due primarily to increased sales of
aseptic packaged soymilk at Nordic Aseptic of $12,808,000, an increase in sales
of bulk grains and specialty beans of $9,528,000, a supply contract cancellation
fee of $1,557,000 and the acquisitions of the Canadian natural and organic food
companies and Opta in the second half of 2002.
Gross margin in the Food Group increased by $4,364,000 in the year ended
December 31, 2002 to $13,197,000, or 13.7%, from $8,833,000 or 12.6% in 2001.
The increase in gross margin reflects the positive impact of improved product
margins on organic feed, dietary fiber and various other specialty processed
products of $664,000, the impact of the turnaround at Nordic Aseptic of
$3,262,000, cost reduction initiatives undertaken throughout the Group, the
supply contract cancellation fee of $1,557,000 and acquisitions completed in
2002, offset by lower margins on bulk grains and certain retail consumer
products of $862,000.
Selling, general and administrative expenses increased to $8,301,000 in the year
ended December 31, 2002 versus $6,297,000 in the year ended December 31, 2001.
The increase is due primarily to an increase in payroll and related costs (as
the organization continues to support the growth in operations), selling,
general and administrative expenses incurred through acquisitions and legal
costs of approximately $200,000, due in most part to an action against a former
supplier for failure to adhere to the terms of a supply contact, as detailed in
Part II - Other Information.
Interest expense decreased to $1,034,000 in the year ended December 31, 2002
from $1,423,000 in the year ended December 31, 2001. The decrease was due to the
refinancing of the majority of the Group's debt in March 2002, in addition to
reductions in floating interest rates on certain debt instruments versus 2001,
as noted above.
The Food Group net earnings increased to $3,166,000 in the year ended December
31, 2002 from $310,000 in 2001 as a result of the improved financial performance
at Nordic Aseptic, improved volumes and margins on grains, specialty beans and
dietary fiber. Net earnings also benefited from internal cost control programs,
the supply contract cancellation fee, a one-time gain on sale of property and
the reversal of a valuation allowance on the Nordic loss carry-forwards that was
previously provided.
Environmental Industrial Group
The Environmental Industrial Group contributed $24,422,000 or 20.2% of the
Company's consolidated revenues in the year ended December 31, 2002, versus
$19,490,000 or 21.7% in 2001, an increase of $4,932,000 or 25.3%. Revenues were
favourably impacted by the acquisition of Virginia Materials in October 2001 of
$5,351,000, partially offset by weak market and economic conditions in the
Canadian steel and foundry businesses, the economic impact of the September 11th
tragedy on the demand for abrasives and continued competition in the silica and
coated sands markets.
Gross margin in the Environmental Industrial Group increased to $6,112,000 in
the year ended December 31, 2002 versus $3,256,000 in the year ended December
31, 2001, an increase of $2,856,000 or 87.7%. The increase in margin resulted
primarily from the acquisition of Virginia Materials and improvements in price
and sales mix, offset by a decrease in volume as a result of the economic
conditions noted above. As a percentage of revenues, gross margin improved to
25.0% in 2002 from 16.7% in 2001.
29
Selling, general and administrative expenses increased to $2,933,000 in the year
ended December 31, 2002 from $2,326,000 in 2001. The increase is due in most
part to a full year of expenses in relation to Virginia Materials.
Interest expense was $320,000 in the year ended December 31, 2002 compared to
$291,000 in 2001. The increase was due to an increase in debt as a result of the
acquisition of Virginia Materials.
Net earnings improved significantly in the year ended December 31, 2002 to
$1,741,000 versus $491,000 in 2001, due in most part to the addition of Virginia
Materials and improved price and sales margins on certain products, offset by
unfavourable economic and market conditions in the Canadian steel and foundry
businesses and increased competitive pressures in key product groups.
Steam Explosion Technology Group
Revenues of $157,000 in the year ended December 31, 2002 and $359,000 in 2001
were derived primarily from licence fees. The decrease in revenues over the
prior year is due to the uncertainty of collection of the second half of the
annual licence fees. The remainder of the licence fee revenue will be recorded
once collection becomes certain.
Cost of goods sold for the year ended December 31, 2002 was nil versus $76,000
in 2001 (mainly amortization charges). The asset was fully amortized in 2001,
and therefore no amortization was recorded in 2002.
Selling, general and administrative expenses were $332,000 in the year ended
December 31, 2002 compared to $270,000 in 2001. These costs reflect payroll and
related expenses required to manage and maintain the business and prepare for
implementation of the first sale of a StakeTech Steam Explosion Pulping System
in China.
For the year ended December 31, 2002 the Group had a net loss before taxes of
$204,000 compared to a net loss before taxes of $17,000 in 2001.
Corporate Activities
Selling, general and administration expenses were $2,715,000 in the year ended
December 31, 2002 compared to $2,249,000 in the year ended December 31, 2001.
The increase was due to an increase in the costs of administering a growing
public company including incremental payroll and related costs, public
relations, professional fees and financing costs, in addition to accrued costs
in the settlement of a legal action as detailed in Part II - Other Information.
Commitments and contingencies
(a) Various claims or potential claims arising in the normal course of
business are pending against the Company. It is the opinion of
management that these claims or potential claims are without merit
and the amount of potential liability, if any, to the Company is not
determinable. Management believes the final determination of these
claims or potential claims will not materially affect the financial
position or results of the Company. Legal counsel has concluded the
outcome of these claims or potential claims is not determinable.
(b) The Company believes, with respect to both its operations and real
property that it is in material compliance with current
environmental laws. Based on known existing conditions and the
Company's experience in complying with emerging environmental
issues, the Company is of the view that future costs relating to
environmental compliance will not have a material adverse effect on
its financial position, but there can be no assurance that
unforeseen changes in the laws or enforcement policies of relevant
governmental bodies, the discovery of changed conditions on the
Company's real property or in its operations, or changes in use of
such properties and any related site restoration requirements, will
not result in the incurrence of significant costs. No provision has
been made in these consolidated financial statements for these
future costs since such costs, if any, are not determinable at this
time.
(c) In the normal course of business, the Food Group holds grain for the
benefit of others. The Company is liable for any deficiencies of
grade or shortage of quantity that may arise in connection with such
grain.
30
(d) Letters of credit:
i) An irrevocable letter of credit for $475,000 has been placed
with the Ontario Ministry of Environment and Energy as a
security deposit for the Certificate of Approval granted to
the Company for certain recycling activities. This letter of
credit must remain in place indefinitely as a condition of the
Certificate of Approval.
ii) An irrevocable letter of credit for $195,000 has been placed
with the Commonwealth of Virginia Department of Environmental
Qualities as a security deposit for the Certificate of
Approval granted to the Company for certain recycling
activities. This letter of credit must remain in place
indefinitely as a condition of the Certificate of Approval.
iii) Additional letters of credit totalling $28,000 have been
placed with third parties as security on transactions
occurring in the ordinary course of operations.
(e) Commitments under operating leases, principally for distribution
centres, warehouse and equipment, are as follows:
$
2003 1,672,000
2004 1,595,000
2005 1,514,000
2006 1,474,000
2007 1,339,000
2008 and thereafter 1,430,000
----------------
9,024,000
================
2001 Operations Compared With 2000 Operations
Consolidated
Revenues in 2001 increased by $26,001,000 or 40.7% to $89,822,000, from
$63,821,000 in 2000. Net earnings in 2001 decreased to $19,000 or $0.00 per
common share compared to $2,118,000 or $0.09 per common share for the year ended
December 31, 2000. The increase in the Company's revenues in 2001 was due to a
number of factors including the acquisitions of First Light Foods ($6,031,000)
and Virginia Materials ($883,000) plus the full year impact of the acquisitions
completed in 2000. (PECAL, Northern, Nordic and Temisca).
Earnings decreased due to a number of factors including the significant
operating issues at Nordic Aseptic, weak market/economic conditions that
impacted the Environmental Industrial Group, increased costs of operating a
growing public organization and the reversal of a valuation allowance recorded
against tax loss-carryforwards, fully realized in 2000.
U.S. readers should note that due to differences between Canadian and U.S. GAAP,
the loss for 2001 under U.S. GAAP was ($231,000) or ($0.01) per common share
versus earnings of $1,869,000 or $0.08 per common share in 2000. Note 18 to the
audited financial statements itemizes these differences.
Cost of goods sold increased by 41.7% to $77,450,000 for the year ended December
31, 2001 compared to $54,650,000 for the year ended December 31, 2000.
Consistent with the revenue analysis above, the increase in cost of good sold
was related to the increase in revenues resulting from the acquisitions
completed in 2000 and 2001.
The Company's consolidated gross margin was 13.8% in 2001 compared to 14.4% in
2000. Excluding the impact of the losses incurred related to Nordic Aseptic,
gross margin increased to in excess of $13,000,000 or 14.8%.
Selling, general and administration expenditures increased 57.1% in 2001 to
$11,142,000 compared to $7,091,000 for the year ended December 31, 2000. The
increase in administrative costs was due to the acquisitions made in 2000 and
2001, increased bad debt provisions, the higher costs of operating a larger
public company and increased amortization of trademarks, patents and goodwill.
31
Interest expense increased to $1,745,000 in 2001 from $959,000 in 2000. The bulk
of this increase was due to the Food Group's debt obligations related to
acquisitions completed in 2000. Interest expense related to the increase in the
Food Group totalled $1,423,000 ($698,000 in 2000). Canadian debt held by the
Environmental Industrial Group and Corporate Office represents $322,000 of
interest expense in 2001 ($261,000 in 2000).
Interest and other income decreased to $326,000 in 2001 from $407,000 in 2000.
The effective income tax rate increased in 2001 to 88.6% (2000 - (34.6%)) due in
most part to loss carry forward benefits realized in 2000 and a proportionate
increase in non-deductible expenses in 2001. In 2000 the Company recorded the
benefit of previously unrecognized Canadian tax loss carry forwards of
$1,128,000 and provided a tax provision of $542,000 on the net earnings of the
Food Group. Due to the complex US tax structure, the Company was unable to
recognize the tax benefit of Nordic Aseptic's start-up losses. The Company has
since restructured the Food Group, which provides for more effective tax
strategies.
Food Group
The Food Group contributed $69,973,000 or 77.9% of total Company consolidated
revenues in 2001 versus $43,836,000 or 68.7% in 2000. The increase of
$26,137,000 in Food Group sales (59.6%) was due to a number of factors including
the acquisition of First Light Foods in 2001, which contributed revenues of
$6,031,000, increased revenues at Nordic in 2001 versus 2000 of $6,288,000, the
impact of the Northern acquisition completed in 2000, which resulted in
additional revenues of $17,652,000, partially offset by a decrease in waxy corn
sales of $4,531,000.
Gross margin in the Food Group increased by $3,119,000, an increase of 54.6% to
$8,833,000 in 2001, or 12.6% of revenues, versus $5,714,000 in 2000, or 13.0% of
revenues, representing 71.4% of the Company's 2001 consolidated gross margin.
The increase in gross margin resulted from the acquisitions noted above,
combined with improved product margins on food ingredient and organic feed
products, partially offset by the significant losses incurred at Nordic during
the year. Excluding losses at Nordic, gross margin increased to 13.8% of
revenues versus 13.0% in the prior year.
Selling, general and administrative expenses increased to $6,297,000 in 2001
versus $4,440,000 in 2000. The increase was due primarily to the acquisition of
First Light Foods in 2001, the full impact of the Northern and Nordic
acquisitions in 2000, increased research and development costs as a result of
expanded development initiatives, the costs of a study of opportunities related
to the European soy foods market, and increased payroll and related costs as the
organization continues to support the growth in operations.
Interest expense on long-term debt and other interest increased to $1,423,000 in
2001 versus $698,000 in 2000. The increase was due to the impact of the
acquisitions noted above, in addition to increased use of operating lines of
credit throughout the year to support Nordic losses and capital expansion
projects.
Pre-tax earnings of the Food Group were $496,000 in 2001 versus $772,000 in
2000. Results were positively impacted by the additions of First Light Foods and
Northern, but negatively impacted by the near $2,000,000 pre-tax loss at Nordic
Net earnings improved to $310,000 in 2001 versus $230,000 in 2000.
Environmental Industrial Group
The Environmental Industrial Group contributed $19,490,000 or 21.7% of the total
Company consolidated revenues, versus $19,642,000 or 30.8% in 2000. Revenues
were favourably impacted by the acquisition of Virginia Materials in 2001 plus
the full effect of the Temisca and PECAL acquisitions completed in 2000. These
increases were partially offset by the economic impact of the September 11th
tragedy on the demand for abrasives in New York City, weak market and economic
conditions in the steel and foundry businesses, and increased competition in the
silica sands market.
Gross margin in the Environmental Industrial Group increased to $3,256,000 in
2001 versus $3,148,000 in 2000, representing 26.3% of the Company's consolidated
gross margin in 2001. The increase in gross margin resulted primarily from the
acquisition offset by economic impacts as noted above. As a percentage of
revenues, gross margin improved to 16.7% in 2001 from 16.0% in 2000.
32
Selling, general and administrative expenses increased to $2,326,000 in 2001
versus $1,512,000 in 2000. The increase was due in most part to the acquisition
of Virginia Materials in 2001, the full effect of the Temisca and PECAL
acquisitions in 2000 and increased costs related to provisions for doubtful
accounts.
Interest expense increased to $291,000 in 2001 versus $261,000 in 2000. The
increase in interest expense resulted from additional borrowings required to
finance the acquisitions noted above, and increased use of operating lines at
times during the year to support internal expansion projects.
Pre-tax earnings of the Environmental Industrial Group were $661,000 in 2001
versus $1,619,000 in 2000. Results were positively impacted by the additions of
Virginia Materials, Temisca and PECAL, but negatively impacted by unfavourable
economic and market conditions and increased competitive pressures in key
product groups.
Net earnings were $491,000 in 2001 versus $1,578,000 in 2000 as a result of the
factors noted above.
Steam Explosion Technology Group and Corporate Activities
Revenues for the Steam Explosion Technology Group were $359,000 in 2001 versus
$343,000 in 2000. Both periods reflect revenues earned from steam explosion
licence fees and consulting. No steam explosion equipment sales were recorded in
either 2001 or 2000.
Gross margin in the Steam Explosion Technology Group was $283,000 in 2001 versus
$309,000 in 2000. The gross margin as a percentage of revenue of 78.8% (90.1% in
2000) reflects the nature of the revenues with minimal associated cost of goods
sold.
The Steam Explosion Technology Group and Corporate selling, general and
administration expenses were $2,519,000 in 2001 versus $1,139,000 in 2000. The
increase was due to an increase in the costs of administering a growing public
company including incremental payroll and related costs, public relations and
professional fees, in addition to the ongoing marketing and travel costs
incurred to secure a steam explosion equipment sale in China.
The net loss before taxes of $991,000 in 2001 versus $818,000 in 2000 reflects
the increase in selling, general and administration expenses noted above offset
by the positive effect of exchange gains and interest and other income noted
above.
Liquidity and Capital Resources (at December 31, 2002)
Current assets
Cash and cash equivalents increased to $7,012,000 at December 31, 2002 (2001 -
$3,364,000), primarily due to the conversion of $6,307,000 of short term
investments held at December 31, 2001 to cash and the removal of the restriction
on $1,147,000 of cash, as detailed below, offset by funding of certain working
capital, capital projects and acquisitions.
As of December 31, 2002 the Company had restricted cash of $nil (2001 -
$1,147,000) and short term investments of $2,038,000 (2001 - $6,307,000). The
restricted cash at December 31, 2001 related primarily to funds restricted from
the December 2001 private placement. These funds were subsequently received by
the Company in April 2002 based on the Form S-3 registration statement being
declared effective and clearance of the Ontario Securities Commission hold
period.
The short term investments held at December 31, 2002 consist of short-term money
market investments with maturity dates greater than 90 days from acquisition,
obtained in the acquisition of Opta. The short term investments held at December
31, 2001 were funds held in a mutual fund corporation which held cash
equivalents. These securities were disposed in 2002 and the proceeds invested in
cash equivalents, as noted above.
Trade accounts receivable increased to $18,144,000 at December 31, 2002 from
$8,377,000 at December 31, 2001. Trade receivables attributable to the Food
Group as at December 31, 2002 were $14,889,000 (2001 - $5,088,000). The increase
was primarily due to an increase in grain sales late in the year, an increase in
sales of aseptic and soy concentrate products, the supply contract cancellation
fee of $1,557,000 which was received in
33
early 2003 and the impact of acquisitions completed in 2002. Trade receivables
in the Environmental Industrial Group were $3,255,000 compared to $3,289,000 in
2001.
The note receivable of $1,034,000 at December 31, 2002 (2001 - $2,303,000) and
the product rebate payable included in long-term payables of $1,330,000 (2001 -
$1,209,000) are related to an agreement with a major customer to supply product.
This agreement required the Food Group to expand a food processing plant to the
customer's specifications, which was completed in 2000. In accordance with the
terms of the agreement the customer committed to pay 36 monthly instalments of
$119,000, expiring September 2003. The agreement also requires the Company to
provide the customer with a rebate based on product purchases beginning in
October 2003 until such time as $1,720,000 is repaid. Upon the application of
purchase accounting in 2000, both the receivable and payable were fair valued
using a discount rate of 9.5 %.
Inventories increased $9,168,000 to $22,989,000 at December 31, 2002.
Inventories in the Food Group increased $8,167,000 to $18,492,000, primarily due
to increased inventory of aseptic packaging goods, the acquisition of Opta, an
increase in natural and organic product inventories in Canada as a result of
acquisitions and seasonal grain inventories. Inventories in the Environmental
Industrial Group increased $1,001,000 to $4,497,000, due in most part to the
committed purchase of raw material inventories from the previous owner of
Virginia Materials, as agreed in the October 2001 acquisition. The Steam
Explosion Technology Group is not required to carry significant inventories.
Property, plant and equipment
In the year ended December 31, 2002, the Company spent $4,464,000 (2001 -
$3,907,000) on capital expenditures. Of this, the Food Group expended
$3,306,000, with the larger projects being the acquisition of a boiler for the
production facility in Afton, Wyoming and the acquisition of a CIP system for
Nordic Aseptic. The Environmental Industrial Group expended $1,058,000, of
which, $268,000 was spent on equipment refurbishment for a new plant to be
opened in Baltimore, Maryland and the remaining on general additions and
replacements. The Corporate Office and Steam Explosion Technology Group expended
$100,000, primarily on office and computer equipment to accommodate continued
expansion.
Goodwill and intangibles
Goodwill increased to $12,212,000 at December 31, 2002 from $8,540,000 at
December 31, 2001. The increase relates to the contingent consideration
component and revised estimate of the deferred purchase consideration related to
the acquisition of Virginia Materials and the Canadian natural and organic food
acquisitions. No goodwill was recorded on the acquisition of Opta.
Indefinite life trademarks, valued at $2,498,000 at December 31, 2002 remained
unchanged from December 31, 2001. During the year the Company adopted the new
CICA Handbook Section 3062 "Goodwill and Intangible Assets" The new standard
eliminates the amortization of goodwill and certain intangibles. The Company
believes that its trademarks "Rice Um" and "Soy Um", acquired through the
acquisition of First Light Foods have an indefinite life and in accordance with
the standard are no longer being amortized. The Company will assess the carrying
value of these trademarks on an annual basis to determine if there is an
impairment in their value.
Definite life trademarks, obtained in the acquisition of Organic Kitchen in July
2002 and the acquisition of Wild West in November 2002, increased to $207,000 at
December 31, 2002 (2001 - $nil). These trademarks are being amortized over the
life of the asset.
Future income taxes
Net future income tax assets of $10,007,000, (including current portion of
$115,000) as at December 31, 2002 (2001 - net future income taxes liability of
$1,159,000) relate principally to loss carry-forwards recorded on the
acquisition of Opta, loss carry-forwards available in the Food Group, scientific
research expenditures credits available in Canada and differences between the
accounting and tax basis of assets and liabilities primarily related to
property, plant and equipment and intangibles.
Other assets
Other assets increased to $1,080,000 at December 31, 2002 versus $840,000 as at
December 31, 2001. In 2002, the Company deferred $276,000 (December 31, 2001 -
$32,000) in costs related to the start-up of an organic dairy
34
business based in Canada. Amortization of these costs commenced in July 2002 and
will be amortized on a straight-line basis to December 31, 2003. In 2000, the
Company deferred $482,000 of pre-operating costs related to Nordic Aseptic,
which comprised the operating losses from April to December 31, 2000 that were
related to the start-up phase of the plant. This amount is being amortized
equally over a 36-month period. As at December 31, 2002, the unamortized balance
of these items is $358,000 (2001 - $353,000). Readers should note that these
pre-operating costs would have been expensed under U.S. GAAP.
In 2002, the Company deferred financing related costs of $796,000 and has a net
balance remaining of $619,000 at December 31, 2002 (2001 - $24,000). These costs
are related to the conversion and consolidation of substantially all of the
Company's and its subsidiaries' outstanding debt to one major Canadian bank and
its U.S. subsidiary. While the amortization period for the term loan is seven
years, these costs are being written off over two years, which represents the
first renewal date of the agreement.
Investments decreased to $nil at December 31, 2002 from $366,000 at December 31,
2001 as a result of a write-down in the Company's equity investment in Easton
Minerals Limited.
At December 31, 2002, other items were $103,000 versus $97,000 at December 31,
2001.
Current liabilities
Accounts payable and accrued liabilities increased to $19,664,000 at December
31, 2002 from $12,831,000 at December 31, 2001. The increase is primarily due to
an increase in base business and the acquisitions completed in 2002.
Customer deposits of $421,000 at December 31, 2002 (2001 - $1,389,000) relate to
cash deposits made by Food Group customers in 2002 for purchases to be completed
throughout the 2003 season. No recognition of revenue or accrual of costs is
booked on these transactions until the goods are shipped. The significant
decrease from the prior year relates to one particular customer who chose not to
place funds on deposit prior to December 31, 2002 due to a change in internal
policy, but is expected to continue to purchase goods from the Food Group
throughout 2003.
New Financing Arrangement Replacing Existing Lines of Credit and Long Term Debt
During 2002, the Company entered into a new financing arrangement with a major
Canadian bank and the bank's U.S. subsidiary. Subsequent to December 31, 2002,
the Company entered into an amended financing arrangement with the existing
lenders and a bank syndication agreement. The amended arrangement increased the
term loan by $7,800,000 to $21,700,000 and the U.S. line of credit facility by
$4,000,000 to $9,000,000. The Canadian line of credit facility remained
unchanged at CDN $5,000,000. The term loan is repayable quarterly and amortizes
over seven years. All three facilities bear interest at various reference rates
including U.S. bank prime, U.S. LIBOR and/or Canadian bank prime plus a premium
based on certain financial ratios of the Company. The term loan has a two year
maturity at which point the facility is renewable at the option of the lender
and the Company. The Company fully expects to renew this facility.
Total debt of $15,447,000 outstanding at December 31, 2001 was repaid during
2002 with the proceeds of the new financing arrangement.
The three facilities described above are collateralised by a first priority
security against substantially all of the Company's assets in both Canada and
the United States.
Bank indebtedness
Net bank indebtedness at December 31, 2002 is $3,963,000 (2001 - $1,206,000).
The increase relates primarily to an increase in working capital requirements
and capital acquisitions.
Long term debt
At December 31, 2002, the Company's long-term debt, including current portion,
is $36,749,000, an increase of $20,101,000 from December 31, 2001. Included in
long-term debt is a $13,900,000 term loan, noted above prior to the amended
arrangement, a $5,000,000 convertible debenture with a fair value at December
31, 2002 of $4,697,000, $15,186,000 in a tender facility obtained to facilitate
the December 2002 acquisition of Opta, and $2,966,000 in other long-term debt.
The tender facility was repaid subsequent to December 31, 2002 with cash and the
incremental
35
proceeds from the amended facilities as noted above. The increase from the prior
year relates primarily to incremental financing obtained to finance the
acquisition of Opta in the form of the convertible debenture and the tender
facility.
Long-term payables
Total long-term payables (including current portion) at December 31, 2002 were
$4,963,000, compared to $2,665,000 at December 31, 2001. Long-term payables
consist of (1) the product rebate payable to a major customer as previously
discussed, (2) deferred purchase consideration related to the acquisition of
Virginia Materials, (3) preference shares of subsidiary companies, and (4)
amounts payable to former shareholders of acquired companies.
The increase in 2002 is due in most part to the increase in amounts due to
former shareholders of acquired companies of $2,675,000, of which $1,871,000 is
due to former shareholders of Opta for untendered shares, which was paid
subsequent to December 31, 2002. The remaining amount payable to former
shareholders of acquired companies relates to the contingent consideration
portions of the acquisitions of Virginia Materials completed in 2001, and Wild
West and Simply Organic completed in 2002.
Cash flows
Net cash and cash equivalents increased $3,648,000 during fiscal 2002 (2001 -
$2,728,000) to $7,012,000 as at December 31, 2002 (2001 - $3,364,000).
For the year ended December 31, 2002, cash provided by operations before working
capital changes was $6,989,000 (2001 - $3,394,000), an increase of $3,595,000 or
106%. The increase was due primarily to increased net earnings throughout the
Company and the non-cash write-off of the Easton Minerals Limited investment,
offset by the non-cash realization of loss carry-forwards.
Cash provided by operations after working capital changes was $72,000 for the
year ended December 31, 2002 (2001 - $320,000), reflecting the utilization of
funds for non-cash working capital of ($6,917,000) (2001 - $3,074,000). This
utilization consists principally of an increase in accounts receivable
($4,712,000), an increase in inventories ($3,086,000) and a decrease in customer
deposits ($969,000), offset by a an increase in accounts payable and accrued
liabilities ($1,271,000) and decrease in other current assets ($579,000). The
usage of cash flows to fund working capital in 2002 reflects the increase in
working capital requirements required to fund the rapid growth in operations and
the supply contract cancellation fee which was subsequently collected in January
2003.
Cash used in investment activities of $18,546,000 in 2002 (2001 - $11,042,000),
reflects cash used to complete acquisitions, net of cash acquired, of
$21,919,000 (2001 - $2,172,000) and acquisitions of property, plant and
equipment of $4,464,000 (2001 - $3,907,000), offset by a decrease of short term
investments for proceeds of $6,307,000 (2001 - increase of ($6,307,000)) and
payments received on a note receivable of $1,425,000 (2001 - $1,393,000).
Cash provided by financing activities was $22,031,000 in the year ended December
31, 2002 (2001 - $13,383,000), consisting primarily of net borrowings from
long-term facilities of $17,943,000 (2001 - net repayments of ($5,146,000)), net
increase in operating lines of credit of $2,757,000 (2001 - net decrease of
($1,020,000)), decrease in restricted cash of $1,147,000 (2001 - increase of
($1,147,000)), net proceeds from the issuance of common shares of $2,091,000
(2001 - $20,813,000), offset by payment of deferred purchase consideration to
the former owner of Virginia Materials of ($982,000) (2001 - $nil), deferred
financing costs of ($796,000) (2001 - $nil) and the purchase and redemption of
preference shares of subsidiary companies of ($129,000) (2001 - ($117,000)).
Business Outlook
The natural and organic foods industries in the North American market are
currently estimated to be in excess of $10 billion, with a large number of
companies competing in specific segments of the market. However, there are
relatively few companies well positioned to take advantage of this rapidly
growing market, currently estimated to be growing at 15 to 20% annually. The
Food Group's vertically integrated business model coupled with its growth
strategy based on a combination of internal growth and acquisitions, has
positioned the Company as a leader in the North American natural and organic
foods market.
36
The Company plans to continue to exercise this growth strategy in the future.
Based on current market projections and annualized results of the acquisitions
completed in 2002, the Company expects revenues in 2003, excluding additional
potential acquisitions, to be approximately $175,000,000, a 45% increase over
2002. In addition, the Company's business plan includes strategies and
initiatives designed to improve the underlying performance of the operations and
to improve the quality of earnings. Specifically, the Company is looking to
improve the strategic synergies across its Food Group operations, vertically
integrating wherever possible. Initiatives to improve the productivity of the
operations include continued training and development of employees, consolidated
procurement and internal services programs, improved information systems to
provide better analysis and timely decision-making and plant rationalization
programs.
The Company expects to continue its rapid growth through an effective balance of
internal growth and acquisitions, all in support of its vertically integrated
field to table strategy. Maintaining liquidity and having available sources of
cash will be imperative if the Company is to continue to grow. At December 31,
2002 the Company had $9,050,000 in cash and short term investments plus
$4,206,000 in unused bank lines. The new bank financing, previously described in
the Business Overview and in Note 8 of the Consolidated Financial Statements,
provided an additional $11,800,000 in term debt and line of credit availability.
In March 2003 the Company repaid the tender facility used to acquire Opta, the
term loans assumed on acquisition of Wild West and Opta, and former shareholders
of Opta, for a total $19,060,000. The Company's remaining cash and unused lines
plus cash generated from operations are sufficient to finance capital
maintenance estimated at $1,500,000 to $2,000,000, remaining debt service of
$1,475,000 and payment of the remaining current portion of long-term payables of
$1,588,000, plus finance targeted internal growth and expansion within the
Company's current facilities. The Company also has $1,080,000 in potential
option proceeds related to options that expire in 2003 and are currently in the
money. It is unknown if any proceeds will be received from these or other
options and warrants that do not expire in 2003 during the year. In order to
finance significant acquisitions the Company would need additional sources of
cash which could be obtained through a combination of additional bank or
subordinated financing, a private or public offering, or the issuance of shares
in relation to an acquisition or a divestiture. The Company intends to maintain
a target debt to equity ratio of 0.6 to 1. Risks associated with rapid growth
are detailed below.
The Company will continue to devote significant effort to increase returns on
capital by improving its investment in working capital and capital projects with
increased accountability and measurement.
As previously stated, the Company will continue to pursue strategic alternatives
for its non-core operations; the Environmental Industrial Group and the Steam
Explosion Technology Group. However, the Company will only divest itself of
these operations if and when a strategy that is beneficial to the shareholders
of Stake Technology Ltd. is identified. In 2002, the Environmental Industrial
Group provided approximately 20% of the Company's consolidated revenues and net
earnings of $1,741,000. Based on current market projections, the Company
anticipates the Group's results in 2003 will improve upon 2002 results. The
Steam Explosion Technology Group continues to focus on selling the steam
explosion technology to the China market and is also pursuing a number of
potential food applications. The outlook for the Group for 2003 is uncertain due
to the time and effort required to complete the signing of each contract.
Risks and Uncertainties
The Common Shares of the Company are speculative in nature and involve a high
degree of risk. Accordingly, in analyzing an investment in these securities,
prospective investors should carefully consider the following risk factors,
together with all of the other information appearing, or incorporated by
reference, in this document, in light of his or her particular financial
circumstances and/or investment objectives.
Future Capital Needs to Maintain Current Growth Rates
The Company's two facilities in Alexandria, MN operate at, or near, capacity on
many of their processing lines. Continued growth in these operations is reliant
upon the Company's ability to increase capacity through internal capital
projects, new facilities or acquisition. The Company's ability to raise capital,
through equity and/or debt financing, is directly related to its ability to
continue to grow and improve returns from operations. Additional capital through
equity financing may also result in additional dilution to the Company's current
shareholders and a decrease in the share price if the Company is unable to
realize returns equal to or above the Company's current return rate. The Company
will not be able to maintain its growth rate and its strategy as a consolidator
within the natural and organic food industries without further capital.
37
Food Competitors Larger Than the Company
The Company carries on its businesses in competition with companies and
individuals with financial resources and staffs larger than the Company's and
the Company is, therefore, subject to competitive factors over which it has
little control or can otherwise affect.
Technological Innovation by Competitors Could Make the Company's Products Less
Competitive
Competitors include major chemical companies, other food ingredient companies
and consumer food companies that also engage in the development and sale of food
ingredients. Many of these companies are engaged in the development of
texturizers and other food ingredients and have introduced a number of
texturizers into the market. Existing products or products under development by
our competitors could prove to be more effective or less costly than any
products which have been or are being developed by us.
Protection of Intellectual Property and Proprietary Rights
The Company and particularly the Food Group and Steam Technology Group depend in
part, on their ability to protect intellectual property rights. We rely
primarily on patent, copyright, trademark and trade secret laws to protect our
proprietary technologies. The failure of any patents or other intellectual
property rights to provide protection to our technologies would make it easier
for our competitors to offer similar products, which could result in lower sales
or gross margins.
Governmental Regulation and Policies
The Company and its subsidiaries are, and are expected to continue to be,
subject to substantial federal, state, provincial and local environmental
regulation. Specific risks to the Company would include labeling and other
regulatory rules specific to the natural and organic foods industry, governed by
the USDA and/or Federal Food and Drug Administration and environmental
regulation with the Company's Environmental Industrial Group, regulated by the
Ontario Ministry of Environment and Energy and the Commonwealth of Virginia,
Department of Environment Quality, specifically related to the recycling of
solid waste material. These regulations as well as others common to the
industries that the Company participates in can present delays and costs that
can adversely affect business development and growth. Any changes to current
regulations may impact the development, manufacturing and marketing of the
Company's products, and may have a negative impact on future results
Acceptance of Steam Explosion Technology
The Steam Explosion Technology Group has yet to gain wide acceptance within the
industry and consequently earnings can fluctuate from quarter to quarter. Its
patented steam technology, while proven, has yet to develop a firm customer
base. The success of this division will depend upon its ability to promote
commercial acceptance of the StakeTech System.
Lack of Dividends; Dividend Restrictions and Potential Withholding Taxes on
Dividends
Stake has never paid dividends on its common shares and does not contemplate
paying cash dividends in the foreseeable future. Moreover, Stake is precluded
under the terms of various agreements with its creditors from paying dividends
until the related indebtedness has been satisfied. It is the Company's intention
to retain future earnings to fund growth. Accordingly, investors will not
receive a return on investment in Stake common shares through the payment of
dividends in the foreseeable future and may not realize a return on investment
even if they sell their shares. Any future payment of dividends to Stake
security holders will depend on decisions that will be made by the Board of
Directors and will depend on then existing conditions, including the Company's
financial condition, contractual restrictions, capital requirements and business
prospects. Also if dividends are paid by the Company, the receipt of cash
dividends by United States shareholders from a Canadian corporation, is subject
to a 5 - 15% Canadian withholding tax.
38
Customer Concentration
The Company has one customer, the Hain Celestial Group, whose purchases from the
Company in 2002 amounted to more than 10% of the Company's revenue. The Company
plans to continue to mitigate this risk going forward by broadening its customer
base and product offering.
Integration of Acquired Companies
The Company's growth strategy inherently asserts that acquisitions will be
integrated successfully. However, the Company's ability to integrate current and
future acquisitions will have a direct impact on the Company's future results.
Failure to integrate acquisitions in a timely and efficient manner may have a
negative impact on the future results of the Company.
Item 7A - Quantitative and Qualitative Disclosures about Market Risk
Interest rate risk
The primary objective of our investment activities is to preserve principal and
limit risk. To achieve this objective, the company maintains its portfolio in a
variety of securities, including both government and corporate obligations and
money market funds. These securities are generally classified as cash and cash
equivalents or short-term investments and are recorded on the balance sheet at
fair value with unrealized gains or losses reported through profit and loss.
Debt in both fixed rate and floating rate interest carry different types of
interest rate risk. Fixed rate debt may have their fair market value adversely
affected by a decline in interest rates. In general, longer date debts are
subject to greater interest rate risk than shorter dated securities. Floating
rate term debt gives less predictability to cash flows as interest rates change.
As at December 31, 2002, the weighted average interest rate of the fixed rate
term debt was 9.0% and $7,663,000 of the Company's outstanding term debt is at
fixed interest rates. Variable rate term debt of $29,086,000 at an interest rate
of 3.2% is partially hedged by variable rate cash equivalent investments. The
Company looks at varying factors to determine the percentage of debt to hold at
fixed rates including, the interest rate spread between variable and fixed (swap
rates), the Company's view on interest rate trends, the percent of offset to
variable rate debt through holding variable rate investments and the companies
ability to manage with interest rate volatility and uncertainty. For every 1%
increase (decrease) in interest rates the Company's after tax earnings would
(decrease) increase by approximately $200,000. Given the short duration of fixed
rate debt changes in interest rates would have a negligible affect on fixed rate
debt valuations.
Foreign currency risk
All U.S. subsidiaries use the U.S. dollar as their functional currency and as of
January 1, 2002 the United States dollar has become the Company's reporting
currency. The subsidiaries are subject to risks typical of multi-jurisdiction
businesses, including, but not limited to differing economic conditions, changes
in political climate, differing tax structures, other regulations and
restrictions, and foreign exchange rate volatility. Accordingly, the Company's
future results could be materially adversely affected by changes in these or
other factors. The Company is exposed to foreign exchange rate fluctuations as
the financial results of Stake's Canadian Corporate office and its Canadian
subsidiaries are translated into U.S. dollars on consolidation. A 10% movement
in the levels of foreign currency exchange rates in favour of (against) the
Canadian dollar with all other variables held constant would result in an
increase (decrease) in the fair value of the Company's net assets by $2,263,000.
The Environmental Group has Canadian based receivables and payables that on a
net basis provide limited exchange exposure. The Canadian Organic Food Group has
exposure of U.S. dollars as its U.S. payables are greater than U.S. receivables.
U.S. based Food operations have no exposure to other currencies since almost all
sales and purchases are made in U.S. dollars. It is the Company's intention to
hold excess funds in the currency in which the funds are likely to be used,
which will from time to time; potentially expose the Company to exchange rate
fluctuations when converted into U.S. dollars.
Commodity risk
The Food Group enters into exchange-traded commodity futures and options
contracts to hedge its exposure to price fluctuations on grain transactions to
the extent considered practicable for minimizing risk from market price
fluctuations. Futures contracts used for hedging purposes are purchased and sold
through regulated commodity exchanges. Inventories, however, may not be
completely hedged, due in part to the Company's assessment of its
39
exposure from expected price fluctuations. Exchange purchase and sales contracts
may expose the Company to risk in the event that a counter-party to a
transaction is unable to fulfill its contractual obligation. The Company manages
its risk by entering into purchase contracts with pre-approved producers. The
Company has a risk of loss from hedge activity if a grower does not deliver the
grain as scheduled. Sales contracts are entered into with organizations of
acceptable creditworthiness, as internally evaluated. All futures transactions
are marked to market. Gains and losses on futures transactions related to grain
inventories are included in cost of goods sold. At December 31, 2002 the Company
owned 503,000 bushels of corn with a weighted average price of $2.08 and 278,000
bushels of soy beans with a weighted average price of $7.37. The Company has at
December 31, 2002 net long positions on corn and soy beans of 20,000 and 13,000
bushels respectively. Therefore a change in the commodity prices would not have
a material impact on the Company. There are no futures contracts in the other
Food Group segments, Environmental Industrial Group, the Steam Explosion
Technology Group or related to Corporate office activities.
Item 8. Financial Statements and Supplementary Data
Financial statements are set forth on pages F-1 through F-40 of this Report and
are incorporated herein by reference.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
None
40
PART III
10. Directors and Executive Officers of the Registrant
(a) Identification of directors and executive officers as at March 7, 2003 is
set forth below:
=================================================================================================================================
Year First Number of Shares
Age Elected Position Beneficially % of
Name Director/ With Company Class of Owned/Number of Class
Directors: Officer Shares Vested Options (1)
---------------------------------------------------------------------------------------------------------------------------------
Jeremy N. Kendall 63 1978 Chairman of the Board, CEO & Common 457,317 / 369,000 1.90%
Director
---------------------------------------------------------------------------------------------------------------------------------
Cyril A. Ing 70 1984 Secretary and Director Common 61,335 / 68,875 0.30%
---------------------------------------------------------------------------------------------------------------------------------
Joseph Riz 55 1986 Independent Director Common 33,600 / 69,500 0.24%
---------------------------------------------------------------------------------------------------------------------------------
James Rifenbergh 72 1996 Independent Director Common 313,448 / 119,500 0.99%
---------------------------------------------------------------------------------------------------------------------------------
Allan Routh 52 1999 Director and President of the Common 553,781 / 140,000 1.59%
SunRich Food Group
---------------------------------------------------------------------------------------------------------------------------------
Dennis Anderson 58 2000 Director and Executive Vice Common 3,806,335 / 6,000 8.73%
President - SunRich Food Group
---------------------------------------------------------------------------------------------------------------------------------
Larry (Andy) Anderson 54 2000 Director and Vice President of Common 367,089 / 4,500 0.85%
the SunRich Food Group
---------------------------------------------------------------------------------------------------------------------------------
Katrina Houde 44 2000 Independent Director Common 0 / 22,000 0.05%
---------------------------------------------------------------------------------------------------------------------------------
Camillo Lisio 49 2001 Independent Director Common 0 / 22,000 0.05%
---------------------------------------------------------------------------------------------------------------------------------
Stephen Bronfman (A) 39 2001 Director Common 0 / 16,000 0.04%
---------------------------------------------------------------------------------------------------------------------------------
Robert Fetherstonhaugh (A) 47 2001 Director Common 0 / 16,000 0.04%
---------------------------------------------------------------------------------------------------------------------------------
Other executive officers:
---------------------------------------------------------------------------------------------------------------------------------
Steven R. Bromley 43 2001 Executive Vice President, Chief Common 10,000 / 35,000 0.10%
Financial Officer
---------------------------------------------------------------------------------------------------------------------------------
David Kruse 35 2000 President, CEO Environmental Common 0 / 23,500 0.05%
Industrial Group
---------------------------------------------------------------------------------------------------------------------------------
Arthur J. McEvily 51 2002 President, CEO- Opta Common 0 / 0 0%
=================================================================================================================================
All Directors and Executive Common 5,602,905 / 911,875 14.94%
Officers as a group
=================================================================================================================================
(1) Percentage ownership is calculated based on 41,984,118 total common shares
outstanding at December 31, 2002, plus all common shares subject to an
option currently exercisable, which at December 31, 2002 totaled 1,613,480
of which 911,875 are related to directors and officers noted above and
described below. The remaining 701,605 are options vested to other
employees of the Company. This calculation does not include options that
have not vested or warrants or underwriter options/warrants currently
outstanding. Therefore, the "Percentage of Class" column is based on
43,597,598 common shares.
(A) Pursuant to a subscription agreement between the Company and
Claridge and the Claridge Group dated September 28, 2001, so long as
any member of the Claridge Group remains the beneficial owner of at
least five percent (5%) of the Company's issued and outstanding
common shares, the Company will nominate for election and recommend
to its shareholders a person designated by Claridge to serve on the
Company's Board of Directors. For so long as the beneficial holdings
of Claridge shall be at least fifteen
41
percent (15%) of the Company's issued and outstanding common shares,
the Company shall nominate a second designee of Claridge. Claridge
currently beneficially owns more than fifteen percent (15%) of the
Company's issued and outstanding common shares. Messrs. Bronfman and
Fetherstonhaugh presently serve on the Company's Board pursuant to
this agreement.
The Chart below details the number of vested director and executive officer
options by plan and option price:
=======================================================================================
Employee/Director Plan Option Price Expiry Date Vested Options
----------------- ---- ------------ ----------- --------------
Jeremy Kendall 1998 $1.06 Dec. 11/03 6,000
2001 $1.86 Dec. 11/03 225,000
2001 $1.86 Dec. 31/03 102,500
2001 $1.86 Dec. 31/04 27,500
2002 $3.00 Dec. 16/07 8,000
---------------
369,000
---------------------------------------------------------------------------------------
Cyril Ing 1996 $1.31 Dec. 20/05 10,000
2001 $1.06 Dec. 11/03 6,875
2001 $1.86 Dec. 11/03 18,750
2001 $1.86 Dec. 31/03 13,750
2001 $1.86 Dec. 31/04 7,500
1996 $2.10 Dec. 12/06 2,250
1996 $2.10 Dec. 31/03 3,750
2002 $3.00 Dec. 16/07 6,000
---------------
68,875
---------------------------------------------------------------------------------------
Joseph Riz 1996 $1.31 Dec. 20/05 10,000
1998 $1.06 Dec. 11/03 7,500
2001 $1.86 Dec. 11/03 18,750
2001 $1.86 Dec. 31/03 13,750
2001 $1.86 Dec. 31/04 7,500
1996 $2.10 Dec. 31/03 6,000
2002 $3.00 Dec. 16/07 6,000
---------------
69,500
---------------------------------------------------------------------------------------
James Rifenbergh 1996 $1.31 Dec. 20/05 10,000
1998 $1.06 Dec.11/03 7,500
1999 $1.06 Aug. 01/05 50,000
2001 $1.86 Dec. 11/03 40,000
1998 $2.10 Dec. 31/03 6,000
2002 $3.00 Dec. 16/07 6,000
---------------
119,500
---------------------------------------------------------------------------------------
Allan Routh 1999 $1.06 Aug. 01/05 140,000
---------------------------------------------------------------------------------------
Dennis Anderson 1999 $1.31 Oct. 01/05 6,000
---------------------------------------------------------------------------------------
Larry (Andy) Anderson 1999 $1.31 Oct. 01/05 4,500
---------------------------------------------------------------------------------------
Katrina Houde 1996 $1.31 Dec. 20/05 10,000
1998 $2.10 Dec. 31/03 6,000
2002 $3.00 Dec. 16/07 6,000
---------------
22,000
---------------------------------------------------------------------------------------
Camillo Lisio 2001 $1.61 Aug. 21/06 10,000
1999 $2.10 Dec. 31/03 6,000
2002 $3.00 Dec. 16/07 6,000
---------------
22,000
---------------------------------------------------------------------------------------
Stephen Bronfman 2001 $2.10 Dec. 31/03 10,000
2002 $3.00 Dec. 16/07 6,000
---------------
16,000
---------------------------------------------------------------------------------------
Robert Fetherstonhaugh 1999 $2.10 Dec. 31/03 10,000
2002 $3.00 Dec. 16/07 6,000
---------------
16,000
---------------------------------------------------------------------------------------
David Kruse 1993 $1.31 Dec. 20/05 12,500
2001 $1.06 Aug. 02/05 6,000
2001 $1.86 Dec. 11/03 5,000
---------------
23,500
---------------------------------------------------------------------------------------
Steven R. Bromley 1999 $1.53 Jul. 04/06 20,000
2002 $2.15 Mar. 11/07 6,000
2002 $3.07 Aug. 13/07 4,000
2002 $3.00 Dec. 16/07 5,000
---------------
35,000
---------------------------------------------------------------------------------------
911,875
=======================================================================================
42
Summary of Employee/Director Executive Officer Vested Stock Option Plans:
-----------------------------------------------------------------------------------------------
# Held by #Held by
Directors / Employees
Expiry date Exercise Price Executive /Consultants Total
Officers
-----------------------------------------------------------------------------------------------
2003 $1.06 - $2.10 513,125 236,325 749,450
-----------------------------------------------------------------------------------------------
2004 $1.06 - $1.86 42,500 138,460 180,960
-----------------------------------------------------------------------------------------------
2005 $1.06 - $1.38 259,000 151,900 410,900
-----------------------------------------------------------------------------------------------
2006 $1.53 - $2.10 32,250 123,300 155,550
-----------------------------------------------------------------------------------------------
2007 $2.15 - $3.07 65,000 51,620 116,620
-----------------------------------------------------------------------------------------------
Total 911,875 701,605 1,613,480
-----------------------------------------------------------------------------------------------
(b) Set forth below is a biographical description of each director and officer
of the Company:
Jeremy Kendall has served as a Director of the Company since September 1978. In
June 1983, he was elected Chairman of the Board and Chief Executive Officer of
the Company. He is Chairman of the Board of all of the Company's subsidiaries
except 1108176 Ontario Limited. He is also Chairman of Jemtec Inc. (6/91 to
present), a distributor of electronic home incarceration equipment and Easton
Minerals Ltd. (1/95 to present) a mineral exploration company. In the past 5
years, Mr. Kendall has served on the following Boards of Directors: BI Inc.
(9/81 to 11/00), producer of electronic home incarceration equipment, Brigdon
Resources Inc. (6/93 to 2/99), oil and gas exploration company, Redaurum Ltd.
(6/94 to 12/98), mineral exploration and production company and Wisper Inc.
(6/95 to 3/02), a provider of wireless electronic equipment and services. Mr.
Kendall is also a Director of a number of private and charitable organizations.
Cyril Ing is a Professional Engineer, was elected a Director in January 1984 and
became an employee in August 1985. He was an independent consultant specializing
in engineering projects involving the combustion of biomass from May of 1982 to
August 1985. Mr. Ing retired from full time employment in March 1990. For the 10
years prior to retirement he was President of the Conat Group, a holding
company, whose major subsidiary, Westair Systems Inc., is a distributor and
manufacturer of industrial dehumidification equipment. In the past 5 years, Mr.
Ing has served on the following Boards of Directors: Wisper Inc. (11/99 to
present) and Jemtec Inc. (11/99 to present).
Joseph Riz was elected a Director of the Company in July 1986 and currently
serves as Chairman of the Company's Audit Committee and as a member of the
Corporate Governance Committee. From 1985 to present Mr. Riz has served as
Managing Director of Tricapital Management Ltd., a merchant banking and
financial advisory firm. Since 1989 Mr. Riz has served on the Board of Directors
of Telepanel Systems Inc, a manufacturer of electronic pricing equipment for
retail stores.
James Rifenbergh was elected to the Board of Directors in April 1996 and
currently serves on the Audit Committee. Mr. Rifenbergh is Past President and
Chairman of Brown Printing Company of Waseca, Minnesota, a large printing
company with plants throughout the United States. He is also a Director of a
number of other private companies and organizations. In the past 5 years, Mr.
Rifenbergh has not served on any other reporting issuers.
Allan Routh was elected to the Board of Directors in September 1999. Mr. Routh
is President of the Company's Grains and Soy Products Group and prior to March
2003 was President and Chief Executive Officer of the SunRich Food Group, Inc.,
a wholly-owned subsidiary of the Company. Mr. Routh has been involved in the soy
industry since 1984. Mr. Routh is presently serving a term on the Board of
Directors of the Soyfoods Association of North America and served as its
President between 1999 and 2000. In the past 5 years, Mr. Routh has not served
on any other reporting issuers Board of Directors.
Dennis Anderson was elected to the Board of Directors in September 2000. Mr.
Anderson was the Executive Vice President of the SunRich Food Group, Inc., a
wholly owned subsidiary of the Company prior to stepping down from day to day
operations in June 2002. Mr. Anderson was the owner of Northern Food and Dairy,
Inc. for five years prior to it's acquisition by the Company. In the past 5
years, Mr. Anderson has not served on any other reporting issuers Board of
Directors.
Larry (Andy) Anderson was elected to the Board of Directors in September 2000.
Mr. Anderson is a CPA and acts as a Vice President of the SunRich Food Group,
Inc.. Prior to his involvement with the SunRich Food Group, Mr.
43
Anderson was a partner in a Minneapolis CPA firm. In the past 5 years, Mr.
Anderson has not served on any other reporting issuers Board of Directors.
Katrina Houde was elected to the Board of Directors in December 2000 and also
serves as a member of the Audit Committee. Ms. Houde has been an independent
consultant since March 2000. From January 1999 to March 2000, Ms. Houde was
President of Cuddy Food Products, a division of Cuddy International Corp., a
large international poultry company with 2,200 employees worldwide. Ms. Houde
was Chief Operating Officer of Cuddy International Corp. from January 1996 to
January 1999 and held progressively more senior positions with Cuddy since
joining them in September 1991. In the past 5 years, Ms. Houde has not served on
any other reporting issuers Board of Directors.
Camillo Lisio was elected to the Board of Directors in August 2001 and serves on
the Corporate Governance Committee as Chairman. Mr. Lisio is an independent
consultant and spent 18 years with Saputo Inc., a food company operating in the
dairy and grocery products sector, until his decision to pursue other business
and personal interests in April 2001. Mr. Lisio was President and Chief
Operating Officer of Saputo Inc. from April 1998 to April 2001. In the past 5
years Mr.Lisio served on reporting issuers Board of Directors of Saputo Inc.,
(March 1998 to April 2001) and Uniforet Inc, an integrated Forest products
company, (October 1998 to April 2001).. Mr. Lisio has also served as a director
of Santa Cabrini Hospital, the International Dairy Foods Association and the
National Dairy Council of Canada.
Stephen Bronfman was elected to the Board of Director in October 2001. Mr.
Bronfman is Chairman of Claridge Inc. In 2002 Mr. Bronfman was Chairman of
Claridge SRB Investments Inc., a privately held company with worldwide interest,
formed in 1998 to manage his existing holdings and to evaluate future investment
opportunities. Claridge currently owns approximately 17.1% of the issued and
outstanding common shares of the Company. Mr. Bronfman has been active in
numerous business and civic affairs. In the past five years Mr. Bronfman served
on the Board of Directors of The Seagram Company, Ltd. from November, 1999 to
December, 2000 and was Co-Chairman of the Executive Committee of the Montreal
Expos Baseball Club a non reporting issuer. Mr. Bronfman also sits on the Board
of Directors of The David Suzuki Foundation; The Saidye Bronfman Centre for the
Arts; The Samuel and Saidye Bronfman Family Foundation; and The Summit School
Foundation.
Robert Fetherstonhaugh was elected to the Board of Directors in December 2001
and serves on the Corporate Governance Committee. Mr. Fetherstonhaugh is a
Chartered Accountant and has been the President of Claridge Inc since December
2002. Mr. Fetherstonhaugh joined Claridge Inc. in May 2001 as Executive Vice
President. Mr. Fetherstonhaugh has a broad business background both in North
America and internationally, previously serving as Deputy Chairman of Trader
Classified Media, an international publishing company from 1998 to 2001 and as a
partner at KPMG. In the past five years Mr. Fetherstonhaugh served as a director
of Trader Classified Media and Cryopak Industries Inc., a manufacturer of
quality temperature controlling products which are marketed to a wide-range of
industries.
David Kruse is a Certified Management Accountant and joined the Company in 1997.
Mr. Kruse was appointed President of the Environmental Industrial Group in 2002
and Vice President and Chief Operating Officer of the Environmental Industrial
Group in 2000. In the past 5 years, Mr. Kruse has not served on any reporting
issuers Board of Directors
Steven Bromley is a Certified General Accountant and joined Stake in June 2001.
The Board of Directors appointed Mr. Bromley Executive Vice President and Chief
Financial Officer in November 2002. Mr Bromley was appointed Vice President,
Finance and Chief Financial Officer in September 2001. Prior to joining the
Company, Mr. Bromley spent over 13 years in the Canadian dairy industry in a
wide range of financial and operational roles with both Natrel Inc. and Ault
Foods Limited. From 1997 to 1999 he served on the Board of Directors of Natrel,
Inc.. In the past 5 years, Mr. Bromley has not served on any other reporting
issuers Board of Directors.
Arthur McEvily was named President and Chief Executive Officer of Opta Foods in
February 2000. Previously, he was named Executive Vice President in January
1999, Senior Vice President, Commerical Development in December 1997 and served
as Vice President Applications, Technical Service and New Product
Commercialization from August 1996 to December 1997. He served as Vice President
Sales and Business Development of the Opta from December 1993 to July 1996. Mr.
McEvily received a B.Sc. in Biochemistry from Marlboro College, Marlboro,
Vermont and a Ph.D. in chemistry at the University of North Carolina at Chapel
Hill. He was a postdoctoral fellow at Harvard Medical School.
44
Audit Committee
The following three independent Directors are members of the audit committee:
Joseph Riz, Jim Rifenbergh and Katrina Houde.
Mr. Riz is chairman of the Audit Committee. The Audit Committee's duties and
responsibilities are documented in a formal audit committee charter. These
duties include (a) providing oversight of the financial reporting process and
management's responsibility for the integrity, accuracy and objectivity of
financial reports and related financial reporting practices; (b) recommending to
the Board of Directors the appointment of the Company's auditors; (c) providing
oversight of the adequacy of the Company's system of internal controls; and (d)
providing oversight of management practices relating to ethical considerations
and business conduct, including compliance with laws and regulations.
The audit committee meets formally four times a year, once to review the Form
10K and annual audited financial statements and before each quarter's earnings
are filed to review interim financial statements and Form 10Q which is filed
with the Securities and Exchange Commission/Nasdaq in the U.S. and the Toronto
Stock Exchange and Ontario Securities Commission in Canada. Other meetings may
be held as at the discretion of the Chair of the Audit Committee. During, 2002,
the audit committee met four times. The Audit Committee has free and unfettered
access to PricewaterhouseCoopers, the Company's auditors.
During 2002 the committee implemented a company wide policy related to reporting
of concerns in accounting or internal controls. This policy gives all employees
of the Company direct access to the Audit Committee for concerns dealing with
accounting practices, internal controls or other matters affecting the Company's
well being.
Corporate Governance (Executive Committee) and Compensation Committee
The following three independent Directors are members of the Corporate
Governance (Executive Committee) and Compensation Committee: Camillo Lisio,
Joesph Riz and Robert Fetherstonhaugh.
On September 13, 2001 the Company created, by board resolution, the Corporate
Governance Committee. This committee also acts as the Company's Compensation
Committee. The Company and the Corporate Governance Committee have developed a
set of formal Corporate Governance Policies that are monitored on an ongoing
basis to ensure that the Company is in compliance with its Corporate Governance
Policies.
The function of the Compensation Committee is to determine the compensation of
the CEO as well as to review and approve the compensation recommended by the CEO
for all other senior officers and employees of the Company. In addition, this
committee oversees the Option Plans of the Company.
The Governance Committee met formally four times during 2002. In addition,
several telephone meetings were held during the year for administrative matters
connected to the responsibilities of this Committee.
Board Compensation
In addition to annual grants of options, Directors who are not Company officers
receive an annual retainer of $4,000, a director fee of $1,500 for each board
meeting attended in person as well as $500 for participating in committee
meetings and telephone meetings. In addition, all Directors are reimbursed for
travel and administrative expenses to attend meetings and manage their board
responsibilities. The Corporate Secretary receives an additional $500 per
quarter for his additional responsibilities.
45
(c) Identification of Executive Officers of Registrant:
The following table shows certain information with respect Stake's Executive
Officers as of March 7, 2003:
====================================================================================================================
Name Year First Elected Executive Officers of Stake
Director /Officer
--------------------------------------------------------------------------------------------------------------------
Jeremy N. Kendall * 1978 Chairman of the Board, CEO & Director
====================================================================================================================
Allan Routh * 1999 Director, President and CEO of the SunRich Food Group
====================================================================================================================
Dennis Anderson * 2000 Director and Executive Vice President of the SunRich Food Group
====================================================================================================================
David Kruse * 2000 President and CEO of the Environmental Industrial Group
====================================================================================================================
Steven R. Bromley * 2001 Executive Vice President & Chief Financial Officer
====================================================================================================================
Arthur J. McEvily * 2002 President and Chief Executive Officer of Opta Foods
====================================================================================================================
* Director and Executive Officer biographies are detailed in the preceding
pages
There are no family relationships between any of the Officers or Directors of
the Company.
Executive Officers of the Company are elected by the Board of Directors at its
first meeting after each Annual Meeting of Shareholders and serve a term of
office until the next Annual Meeting. Executive officers elected by the Board of
Directors at any other time serve a term of office until the next Annual
Meeting.
John D. Taylor, former President and COO of Stake, resigned from the Company and
Board of Directors in January, 2003. Mr. Taylor received no additional stock
options in 2002 and exercised 201,000 vested options in 2003. During 2002, Mr.
Taylor's total compensation was approximately $121,000.
The Annual Meeting of Shareholders for 2003 will be held on June 18, 2003 at a
location in downtown Toronto, Ontario, Canada.
46
Item 11. Executive Compensation
The following tables set forth all remuneration paid by the Company and its
subsidiaries during the last three years ended December 31, 2002, 2001, and 2000
to its C.E.O. and top four Executive Officers as well as top two divisional
employees earning in excess of US$100,000:
SUMMARY COMPENSATION TABLE
Annual Compensation Awards Payouts
==================================================================================================================================
Name and Principal Occupation Other Restricted All Other
Annual Stock Option LTIP Compensation
Year Salary Bonus Compensation Awards SARs Pay-outs (4)
(3)
----------------------------------------------------------------------------------------------------------------------------------
Jeremy N. Kendall - CEO 2002 $176,391 $18,149 $11,173 -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
2001 $167,332 $13,347 $14,001 -- -- -- $269,123
----------------------------------------------------------------------------------------------------------------------------------
2000 $169,263 $45,590 $ 6,910 -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
Steven R. Bromley - Executive Vice 2002 $118,926 $ 6,992 $18,056 -- -- -- --
President & CFO
----------------------------------------------------------------------------------------------------------------------------------
2001 $ 60,282 $ 6,236 $10,425 -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
David Kruse - President, CEO 2002 $ 86,730 3,828 $10,246 -- -- -- --
Environmental Industrial Group
----------------------------------------------------------------------------------------------------------------------------------
2001 $ 83,925 $ 1,358 $11,049 -- -- -- $ 12,345
----------------------------------------------------------------------------------------------------------------------------------
2000 $ 62,618 $ 8,457 $12,345 -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
Allan Routh - Director and President 2002 $130,000 -- $ 2,906 -- -- -- --
of the Sunrich Food Group
----------------------------------------------------------------------------------------------------------------------------------
2001 $116,923 $40,000 $ 5,370 -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
2000 $110,000 $20,000 $ 6,555 -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
Dennis Anderson - Director and 2002 -- $19,878 -- -- -- -- --
Executive Vice President of
Operations of the Sunrich Food Group
(1)
----------------------------------------------------------------------------------------------------------------------------------
2001 $130,960 $18,689 $ 2,619 -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
2000 $ 18,689 $ 761 -- -- -- --
--
----------------------------------------------------------------------------------------------------------------------------------
Arthur J. McEvily - President (2) 2002 $ 17,833 -- -- -- -- -- --
----------------------------------------------------------------------------------------------------------------------------------
(1) Mr. Dennis Anderson did not receive a salary in 2002.
(2) Arthur McEvily joined the Company in December 2002; therefore his
compensation reflects the month of December, 2002 only.
(3) Other annual compensation represents taxable benefits for automobile
use or reimbursement of costs, life insurance, retirement savings
contributions, and interest on short-term loans.
(4) All Other compensation is the value received over exercise price of
stock options exercised.
47
Executive employment contracts
Mr. Jeremy Kendall, Chairman & CEO, entered into an employment contract with the
Company in October 2001 for a period through February 26, 2020. The contract
anticipates that on February 26, 2005, his 65th birthday, Mr. Kendall may elect
to relinquish the role of CEO and maintain being the Chairman of the Board,
subject to shareholder and Board approval, at a reduced level of compensation.
The contract provides for consulting fees to be paid on a sliding scale over
time until February 20, 2020 to Mr. Kendall or his spouse. These consulting fees
are to be paid even if Mr. Kendall retires fully, the Company no longer requires
his services or if Mr. Kendall passes away before February 26, 2020.
Mr Allan Routh, President of the Sunrich Food Group, Inc. has an annual
employment contract of a minimum $100,000 renewable on a mutual basis between
Mr. Routh and the Company each August 1st.
Opta Foods has change in control agreements with Mr. McEvily and four other
officers of Opta. These contracts entitle the employees to a predetermined
compensation benefit if their job descriptions change materially after the
acquisition by Stake.
None of the other executives listed in the Summary Compensation Table above have
employment contacts.
The following table contains information concerning individual grants of stock
options made during the last completed fiscal year, to the following executive
officers:
OPTION GRANTS IN PAST FISCAL YEAR TO EXECUTIVE OFFICERS
===============================================================================================================================
% of Total Options Exercise on
Name Options Granted Granted to Employees base price Expiration Date
in Fiscal Year (US$/Share)
-------------------------------------------------------------------------------------------------------------------------------
Jeremy N. Kendall - 40,000 9.7% $3.00 December 16, 2007
C.E.O.
-------------------------------------------------------------------------------------------------------------------------------
Steven R. Bromley - 30,000 18.1% $2.15 March 11, 2007
Executive Vice President
& C.F.O 20,000 $3.07 August 13, 2007
25,000 $3.00 December 16, 2007
===============================================================================================================================
No options were granted to Mr. Kruse, Mr. Routh, Mr. Anderson or Mr. McEvily
during 2002.
DECEMBER 31, 2002 OPTION VALUES
===============================================================================================================================
(a) (b (c)
-------------------------------------------------------------------------------------------------------------------------------
Name Number of Unexercised Options at Value of Unexercised in the Money Options at
12/31/02 Vested/Not Yet Vested 12/31/02 Vested/Not Yet Vested
-------------------------------------------------------------------------------------------------------------------------------
Jeremy N. Kendall - CEO 369,000 / 33,500 $471,672 / $5,025
===============================================================================================================================
Steven R. Bromley - Executive Vice 35,000 / 90,000 $39,470 / $72,600
President & CFO
===============================================================================================================================
David Kruse - President and CEO 23,500 / 1,500 $41,941 / $3,131
Environmental Industrial Group
===============================================================================================================================
Allan Routh - Director and President 140,000 / 60,000 $292,180 / $125,220
of the Sunrich Food Group
===============================================================================================================================
Dennis Anderson- Director and 6,000 / 4,000 $11,022 / $7,348
Executive Vice President of the
Sunrich Food Group
===============================================================================================================================
Except for the options exercised by Mr. Taylor, no other executive officers
exercised options during 2002.
48
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters
The following table sets forth certain information concerning share ownership of
all persons known by the Company to own beneficially 5% or more of the Company's
outstanding Common Shares and all directors and officers of the Company as a
group as of March 7, 2003.
=======================================================================================================================
Name and Address Class of Share Amount of Ownership Percent of Class (1)
of Holder
-----------------------------------------------------------------------------------------------------------------------
Claridge Israel LLC Common 7,281,812 17.1%
c/o Davies Ward Phillips & Vineberg LLP
625 Madison Avenue Floor 12
New York, New York 10022 (2)
=======================================================================================================================
Gruber & McBaine Capital Management Common 3,928,600 9.2%
50 Osgood Place, San Francisco
California USA 94133 (3)
=======================================================================================================================
RBC Global Investment Inc. Common 2,750,000 6.5%
Royal Trust Tower
77 King Street West
Toronto, Ontario M5K 1H1 (4)
=======================================================================================================================
Dennis Anderson Common 3,806,335 9.0%
2214 Geneva Road NE, Alexandria
Minnesota USA 56308
=======================================================================================================================
All Directors and Executive Officers Common (5) 1,796,570(a) 4.2% (a)
As a group (sixteen) -(a) excluding Dennis 5,602,905(b) 13.2% (b)
Anderson who is disclosed above and (b)
not excluding Mr. Anderson's shares
=======================================================================================================================
(1) Percentage ownership is calculated based on total Common Shares
outstanding at March 7, 2003 of 42,489,943. This total does not include
warrants or options that have vested or have not yet vested.
(2) Record and beneficial holder. Mr. Bronfman as Chairman of Claridge Inc.
has voting and investment decision power.
(3) Beneficial holders not known. Mr. Gruber and McBaine have voting and
investment decision power.
(4) Beneficial holders not known. Mr. M. George Lewis as President & CEO of
RBC Global Investment Management Inc. has voting and investment decision
power.
(5) For details of shares owned by Executive Officers and Directors see Share
Ownership of Directors and Executive Officers below.
Item 13. Certain Relationships and Related Transactions
Rental property
The Company leases certain real estate to Dennis Anderson under operating leases
that expire in August 2010. Annual rental under each of the leases is
negligible.
Item 14 - Controls and Procedures
The Company's management, including the Chief Executive Officer and Chief
Financial Officer, have evaluated the effectiveness of disclosure controls
pursuant to Exchange Act Rules 13a-14 and 15d-14. Based on this evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that the
disclosure controls and procedures are effective in ensuring that all material
information has been made known to them in a timely fashion. There have been no
significant changes in internal controls, or in factors that could significantly
affect internal controls, subsequent to the date the Chief Executive Officer and
Chief Financial Officer completed their evaluation.
49
Item 15. Exhibits, Financial Statements and Reports on Form 8-K
STAKE TECHNOLOGY LTD. Form 10-K
(a) Documents filed as part of this Report Page
----
1. Consolidated Financial Statements F-1
Independent Auditors' Report F-2
Consolidated Balance Sheets as at
December 31, 2002 and 2001 F-3
Consolidated Statements of Retained Earnings -
For the Years ended December 31, 2002, 2001 and 2000 F-4
Consolidated Statements of Earnings -
For the Years ended December 31, 2002, 2001 and 2000 F-5
Consolidated Statements of Cash Flows -
For the Years ended December 31, 2002, 2001 and 2000 F-6
Notes to Consolidated Financial Statements -
For the Years ended December 31, 2002 and 2001 F-7-F-39
3. Exhibits
2A. Agreement and Plan of Merger dated as of October 25,
2002 among Opta Food Ingredients, Inc., Stake Technology
Ltd. and Stake Acquisition Corp. (incorporated herein by
reference to the Company's Form 8-K, SEC file No.
0-9989, filed November 6, 2002, Exhibit 2.1).
3i Amalgamation of Stake Technology Ltd and 3754481 Canada
Ltd. (formerly George F. Pettinos (Canada) Limited)
(incorporated herein by reference to the Company's Form
10-KSB, SEC file No. 0-9989, for the year ended December
31, 2000, Exhibit 3.1).
3ii Bylaw No. 14 approved by shareholders - June 17, 1997
(incorporated herein by reference to the Company's Form
10-KSB for the year ended December 31 1997, SEC file No.
0-9989, Exhibit 3.3).
10A. 1993 Employee/Director Stock Option Plan dated May 19,
1993 (incorporated herein by reference to the Company's
Form 10-KSB for the year ended December 31, 1995, , SEC
file No. 0-9989, Exhibit 10.18).
10B. 1996 Employee/Director Stock Option Plan dated September
27, 1996 (incorporated herein by reference to the
Company's Form 10-KSB for the year ended December 31,
1996, SEC file No. 0-9989, Exhibit 10.22).
10C. 1998 Stock Option Plan dated December 12, 1997
(incorporated herein by reference to the Company's Form
10-KSB for the year ended December 31, 1998, SEC file
No. 0-9989, Exhibit 10.16).
10D. 1999 Stock Option Plan dated February 18, 1999
(incorporated herein by reference to the Company's Form
10-KSB for the year ended December 31, 1999, SEC file
No. 0-9989, Exhibit 10.19)..
10E. 2001 Stock Option Plan dated March 13, 2001
(incorporated herein by reference to the Company's Form
10-KSB for the year ended December 31, 2001, SEC file
No. 0-9989, Exhibit 10.14).
50
Exhibits (continued)
10F. 2002 Stock Option Plan dated March 26, 2002 (previously
filed with Form 10-K for the year ended December 31,
2002, SEC file No. 0-9989 filed on March 31, 2003,
Exhibit 10.1(f)).
10G. Credit Agreement with Bank of Montreal dated February
28, 2002 (incorporated herein by reference to the
Company's Form 10-KSB for the year ended December 31,
2001, SEC file No. 0-9989, Exhibit 10.12).
10H. Facility B Loan Authorization Agreement with Harris
Trust and Savings Bank (incorporated herein by reference
to the Company's Form 10-KSB for the year ended December
31, 2001,SEC file No. 0-9989, Exhibit 10.13).
10I. Credit Agreement dated as of November 25, 2002 among
Stake Acquisition Corp., certain Lenders and Harris
Trust and Savings Bank, as Administrative Agent
(previously filed with Form 10-K for the year ended
December 31, 2002, SEC file No. 0-9989, filed on March
31, 2003) *.
10J. Debenture Purchase Agreement dated as of December 4,
2002 between Stake Technology Ltd. and Claridge Israel
LLC (previously filed with Form 10-K for the year ended
December 31, 2002, SEC file No. 0-9989, filed on March
31, 2003, Exhibit 10.3(d)).
10K. Amended and Restated Credit Agreement dated as of
February 21, 2003 among Stake Technology Ltd. (the
"Company"), certain affiliates of the Company, Bank of
Montreal and Harris Trust and Savings Bank. (previously
filed with Form 10-K for the year ended December 31,
2002, SEC file No. 0-9989, filed on March 31, 2003,
Exhibit 10.3(e)).
10L. Employment Agreement dated October 1, 2001 between the
Company and Mr. Jeremy Kendall (previously filed with
Form 10-K/ A-3 for the year ended December 31, 2002, SEC
file No. 0-9989, filed on July 2, 2003).
10M. Employment Agreement dated August 2, 1999 between the
Sunrich, Inc (a wholly-owned subsidiary of the Company)
and Mr. Allan Routh (previously filed with Form 10-K for
the year ended December 31, 2002, SEC file No. 0-9989,
filed on July 2, 2003).
10N. Employment Agreement dated January 26, 2001 between the
Opta Food Ingredients, Inc. (a wholly-owned subsidiary
of the Company) and Mr. Arthur McEvily (previously filed
with Form 10-K for the year ended December 31, 2002, SEC
file No. 0-9989, filed on July 2, 2003).
10O. Production Agreement and Addendum dated August 6, 2001
between The Hain Celestial Group and Nordic Aseptic,
Inc. (a wholly owned subsidiary of the Company).**
21 List of subsidiaries (previously filed with Form 10-K
for the year ended December 31, 2002 filed on March 31,
2003, Exhibit 21).
24 Powers of Attorney (previously filed with Form 10-K for
the year ended December 31, 2002 filed on March 31,
2003, Exhibit 24).
99.1 Certification by Jeremy Kendall, Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 Certification by Steven Bromley, Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
51
Exhibits (continued)
* This exhibit does not include the Exhibits and Schedules
thereto as listed in its table of contents. The Company
undertakes to furnish any such Exhibits and Schedules to
the Securities and Exchange Commission upon its request.
** Filed herewith
Filings of Form 8K in the last Quarter of 2002
Form 8K filed November 6, 2002 relating to the Agreement and Plan of
Merger dated as of October 25, 2002 among Opta Food Ingredients,
Inc., Stake Technology Ltd. and Stake Acquisition Corp. Accession #
0001169232-03-000763
52
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1984, the registrant has duly caused this amendment to report to be
signed on its behalf by the undersigned. Thereunto duly authorized.
STAKE TECHNOLOGY LTD.
Steven R. Bromley /s/ Steven R. Bromley
---------------------
Executive Vice President and Chief Financial Officer
Date: July 14, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated have signed this amendment to report below.
Signature Title Date
--------------------------------------------------------------------------------------------------------------
* July 14, 2003
----------------------------------
Jeremy N. Kendall Chairman, Chief Executive Officer
And Director (Principal Executive Officer)
/s/ Steven R. Bromley July 14, 2003
----------------------------------
Steven R. Bromley Executive Vice President and Chief Financial
Officer (Principal Financial and Accounting Officer)
* July 14, 2003
----------------------------------
Cyril A. Ing Director and Corporate Secretary
* July 14, 2003
----------------------------------
Joseph Riz Director
*
----------------------------------
Jim Rifenbergh Director July 14, 2003
*
----------------------------------
Allan Routh Director July 14, 2003
*
----------------------------------
Dennis Anderson Director July 14, 2003
*
----------------------------------
Katrina Houde Director July 14, 2003
*
----------------------------------
Camillo Lisio Director July 14, 2003
*
----------------------------------
Stephen Bronfman Director July 14, 2003
*
----------------------------------
Robert Fetherstonhaugh Director July 14, 2003
* By his signature set forth below, Steven R. Bromley, pursuant to a duly
executed power of attorney filed with the Securities and Exchange Commission as
an exhibit to this report, has signed this amendment to report on behalf of and
as Attorney-In-Fact for this person.
/s/ Steven R. Bromley - Steven R. Bromley -Attorney-in-Fact
---------------------
53
Stake Technology Ltd.
Consolidated Financial Statements
(expressed in U.S. dollars)
F-1
PRICEWATERHOUSECOOPER(LOGO)
--------------------------------------------------------------------------------
PricewaterhouseCoopers LLP
Chartered Accountants
Mississauga Executive Centre
One Robert Speck Parkway, Suite 1100
Mississauga, Ontario
Canada L4Z 3M3
Telephone +1 905 949 7400
Facsimile -4-I 905 949 7415
February 28, 2003 (except as to note 8, which is of March 5, 2003)
Auditors' Report
To the Shareholders of
Stake Technology Ltd.
We have audited the consolidated balance sheets of Stake Technology Ltd. as at
December 31, 2002 and 2001 and the consolidated statements of earnings, retained
earnings and cash flows for each of the three years in the period ended December
31, 2002. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
in Canada and the United States of America. Those standards require that we plan
and perform an audit to obtain reasonable assurance whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2002
and 2001 and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2002 in accordance with Canadian
generally accepted accounting principles.
PricewaterhouseCoopers LLP
Chartered Accountants
F-2
PricewaterhouseCoopers refers to the Canadian firm of PricewaterhouseCoopers LLP
and the other member firms of PricewaterhouseCoopers International Limited, each
of which is a separate and independent legal entity.
Stake Technology Ltd.
Consolidated Balance Sheets
As at December 31, 2002 and 2001
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
2002 2001
$ $
Assets (note 8)
Current assets
Cash and cash equivalents 7,012 3,364
Restricted cash -- 1,147
Short-term investments 2,038 6,307
Accounts receivable - trade 18,144 8,377
Current portion of note receivable (note 3) 1,034 1,256
Inventories (note 4) 22,989 13,821
Prepaid expenses and other current assets 958 1,258
Future income taxes (note 11) 115 663
-------------------
52,290 36,193
Note receivable (note 3) -- 1,047
PropProperty, plant and equipment, net (note 5) 37,033 30,883
Goodwill and intangibles, net (note 6) 14,992 11,098
Future income taxes (note 11) 9,892 --
Other assets (note 7) 1,080 840
-------------------
115,287 80,061
===================
Liabilities
Current liabilities
Bank indebtedness (note 8) 3,963 1,206
Accounts payable and accrued liabilities 19,664 12,831
Customer deposits 421 1,389
Current portion of long-term debt (note 8) 11,650 2,634
Current portion of long-term payables (note 9) 3,458 1,067
-------------------
39,156 19,127
Long-term debt (note 8) 25,099 14,014
Long-term payables (note 9) 1,505 1,598
Future income taxes (note 11) -- 1,822
-------------------
65,760 36,561
-------------------
Shareholders' Equity (note 19)
Capital stock (note 10) 38,020 35,875
Authorized
Unlimited common shares without par value
Issued
41,984,118 (December 31, 2001 - 41,081,228) common shares
Contributed surplus 2,914 2,910
Retained earnings 7,470 3,704
Currency translation adjustment 1,123 1,011
-------------------
49,527 43,500
-------------------
115,287 80,061
===================
Commitments and contingencies (note 14)
F-3
(See accompanying notes to consolidated financial statements)
Stake Technology Ltd.
Consolidated Statements of Retained Earnings
For the years ended December 31, 2002, 2001 and 2000
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
2002 2001 2000
$ $ $
Retained earnings - Beginning of the year 3,704 3,685 1,567
Net earnings for the year 3,766 19 2,118
-----------------------------
Retained earnings - End of the year 7,470 3,704 3,685
=============================
F-4
(See accompanying notes to consolidated financial statements)
Stake Technology Ltd.
Consolidated Statements of Earnings
For the years ended December 31, 2002, 2001 and 2000
(Expressed in thousands of U.S. dollars, except per share amounts)
--------------------------------------------------------------------------------
2002 2001 2000
$ $ $
Revenues 120,898 89,822 63,821
Cost of goods sold 101,431 77,450 54,650
-------------------------------
Gross profit 19,467 12,372 9,171
Selling, general and administrative expenses 14,281 11,142 7,091
-------------------------------
Earnings before the following 5,186 1,230 2,080
Interest expense (1,413) (1,745) (959)
Interest and other income 218 326 407
Foreign exchange gain 176 355 45
-------------------------------
(1,019) (1,064) (507)
-------------------------------
Earnings before income taxes 4,167 166 1,573
Provision for (recovery of) income taxes
(note 11) 401 147 (545)
-------------------------------
Net earnings for the year 3,766 19 2,118
===============================
Net earnings per share for the year (note 15)
Basic 0.09 0.00 0.09
===============================
Diluted 0.09 0.00 0.09
===============================
F-5
(See accompanying notes to consolidated financial statements)
Stake Technology Ltd.
Consolidated Statements of Cash Flows
For the years ended December 31, 2002, 2001 and 2000
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
2002 2001 2000
$ $ $
Cash provided by (used in)
Operating activities
Net earnings for the year 3,766 19 2,118
Items not affecting cash
Amortization 4,130 3,706 1,750
Future income taxes (1,000) (142) (876)
Write-down of investment 366 -- --
Other (273) (189) (218)
-------------------------------
6,989 3,394 2,776
Changes in non-cash working capital, net of businesses
acquired (note 12) (6,917) (3,074) (2,741)
-------------------------------
72 320 35
Investing activities
Decrease (increase) in short-term investments 6,307 (6,307) --
Acquisition of companies, net of cash acquired (21,919) (2,172) (3,365)
Acquisition of property, plant and equipment (4,464) (3,907) (3,361)
Proceeds from notes receivable 1,425 1,393 341
Other 105 (49) (409)
-------------------------------
(18,546) (11,042) (6,794)
Financing activities
Increase (decrease) in line of credit facilities 2,757 (1,020) 1,243
Borrowings under long-term debt and tender facility 34,883 1,042 11,027
Repayment of long-term debt (16,940) (6,188) (7,135)
Repayment of deferred purchase consideration (982) -- --
Proceeds from the issuance of common shares, net of
issuance costs 2,091 20,813 606
Financing costs (796) -- --
Decrease (increase) in restricted cash 1,147 (1,147) 251
Purchase and redemption of Preference Shares of subsidiary
Companies (129) (117) (173)
-------------------------------
22,031 13,383 5,820
Foreign exchange gain on cash held in foreign currency 91 67 28
Increase (decrease) in cash and cash equivalents during the year 3,648 2,728 (911)
Cash and cash equivalents - Beginning of year 3,364 636 1,547
-------------------------------
Cash and cash equivalents - End of year 7,012 3,364 636
===============================
See note 12 for supplemental cash flow information
F-6
(See accompanying notes to consolidated financial statements)
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
1. Description of business and significant accounting policies
Stake Technology Ltd. (the Company) was incorporated under the laws of
Canada on November 13, 1973 and operates in three principal businesses.
The Food Group processes, packages and distributes a wide range of natural
and organic food products via its vertically integrated operations with a
focus on soy and other natural and organic food products. The
Environmental Industrial Group processes, distributes and recycles
industrial minerals. The Steam Explosion Technology Group markets
proprietary steam explosion technology systems for the pulp and food
processing industries. The Company's assets, operations and employees at
December 31, 2002 are located in the United States and Canada.
The Company's significant accounting policies are outlined below. These
consolidated financial statements are prepared in accordance with
accounting principles generally accepted in Canada. Differences arising
from the application of accounting principles generally accepted in the
United States are described in note 18.
Basis of presentation
The consolidated financial statements include the accounts of the Company
and its subsidiaries, all of which are wholly owned. All significant
intercompany accounts and transactions have been eliminated on
consolidation.
Cash and cash equivalents
Cash and cash equivalents consist of unrestricted cash and short-term
deposits with a maturity at acquisition of less than 90 days.
Restricted Cash
Restricted cash consists of amounts held in escrow related to the private
placements completed in 2001, subject to registration statements filed
with the Securities and Exchange Commission being declared effective. Upon
release of these funds, the amounts are classified as cash and cash
equivalents.
Short-term investments
Short-term investments consist of portfolio investments in other companies
and deposits with a maturity at acquisition of greater than 90 days, and
are valued at market.
Inventories
Raw materials and finished goods inventories are valued at the lower of
cost and estimated net realizable value. Cost is determined on a first-in,
first-out basis.
Inventories of grain are valued at market. Changes in market value are
included in cost of goods sold. The Food Group generally follows a policy
of hedging its grain transactions to protect gains and minimize losses due
to market fluctuations. Futures and purchase and sale contracts are
adjusted to market price and gains and losses from such transactions are
included in cost of goods sold. The Company has a risk of loss from hedge
activity if the grower does not deliver the grain as scheduled.
Property, plant and equipment
Property, plant and equipment are stated at cost, less accumulated
amortization.
Amortization is provided on property, plant and equipment on the
diminishing balance basis or, in the case of certain U.S.-based
subsidiaries, straight-line basis at rates based on the estimated useful
lives of the assets as follows: 10% to 33% for office furniture and
equipment, machinery and equipment and vehicles and 4 to 8% for buildings.
Amortization is calculated from the time the asset is put into use.
F-7
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, except per share amounts)
--------------------------------------------------------------------------------
Goodwill and intangibles
The Company adopted the new CICA Handbook Section 3062 "Goodwill and
Intangible Assets" on January 1, 2002. This new standard eliminates the
need for amortization of goodwill and indefinite life intangible assets.
Goodwill represents the excess of the purchase price over the assigned
value of net assets acquired. Under the transitional provisions of the
standard, a goodwill impairment test was carried out and no impairment was
identified on January 1, 2002.
In accordance with the new standard, the Company has assessed the carrying
value of goodwill for possible impairment, and has determined that no such
impairment exists as at December 31, 2002. Certain of the Company's
trademarks are intangible assets with an indefinite life. The Company has
further determined that there is no impairment in the value of these
indefinite life trademarks. As required by the standard, the new rules
related to goodwill and other intangible assets have been applied
prospectively. On a pro-forma basis, the impact of adopting the new
standard on prior year's earnings is:
2001 2000
$ $
Net earnings for the year 19 2,118
Add back: goodwill and trademark amortization,
net of tax 492 329
-------------------
Adjusted net earnings for the year 511 2,447
===================
Adjusted net earnings per common share
- Basic 0.02 0.11
===================
- Diluted 0.02 0.10
===================
Other assets
i) Pre-operating costs
Net costs incurred in the pre-operating stage of a start-up business
are deferred until the business reaches commercial operation or the
passage of a certain period of time as predetermined by management.
During 2001, the Company initiated the start-up of an organic dairy
business based in Canada. Certain pre-operating costs totaling $308
(2001 - $32) have been deferred. Amortization of these costs on a
straight-line basis commenced in July 2002 and will result in these
costs being fully amortized by December 31, 2003.
During 2000, the Company acquired Nordic Aseptic, Inc., which was
considered a start-up business from the date of acquisition to
December 31, 2000. Certain operating costs, net of income earned
during the pre-operating period totaling $482 were deferred.
Amortization of these costs commenced January 1, 2001 and are being
amortized on a straight-line basis over three years.
ii) Deferred financing costs
Costs incurred in connection with obtaining long-term financing are
deferred and amortized over the term of the related financing
agreement.
F-8
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
iii) Investments
The Company has a 32% (2001 - 32%) investment in Easton Minerals
Limited ("Easton"). This investment is considered impaired and the
carrying value at December 31, 2002 is nil (2001 - $366). The
investment was accounted for using the equity method of accounting.
The Company does not have any guaranteed obligations with respect to
Easton or any commitment to provide further financial support, thus
it is not anticipated that further losses will be recorded on this
investment.
All other subsidiaries are 100% owned at December 31, 2002. On
November 1, 2002, the Company acquired the remaining 49% minority
interest in International Materials & Supplies, Inc. Investments in
these subsidiaries are recorded using the consolidation method,
whereby revenues and expenses are consolidated with the results of
the Company.
Revenue recognition
i) Food Group
Grain revenues are recorded at the time of shipment. Revenues from
custom processing services are recorded upon provision of services
and upon completion of quality testing. All other Food Group
revenues are recognized upon the sale and shipment of a product or
the providing of a service to a customer. Revenues are generally
recorded at the time of shipment unless there is a specific
agreement with the customer for FOB destination. Customer rebates
are recorded at the earlier of when the related revenue is
recognized and when the rebate is determinable or when a reasonable
estimate is available.
ii) Environmental Industrial Group
Revenues from the sale of industrial minerals are recognized upon
the sale and shipment of the related minerals. Revenues from
recycling activities are recognized upon the sale and shipment or
the disposal of non-hazardous material received.
iii) Steam Explosion Technology Group
The percentage of completion method is used to account for
significant contracts in progress when related costs can be
reasonably estimated. The Company uses costs incurred to date as a
percentage of total expected costs to measure the extent of progress
towards completion.
Revenues from consulting and contract research are recognized when
the service is completed.
License fees related to the right to sell the Company's technologies
are recorded as revenues over the term of the license, when
collectibility is reasonably assured.
Change in reporting currency
The Company historically prepared and filed its consolidated financial
statements in Canadian dollars. On January 1, 2002, the Company adopted
the United States (U.S.) dollar as its reporting currency for presentation
of its consolidated financial statements. With the recent acquisitions of
a number of companies in the United States, a significant portion of the
Company's net earnings are earned by its U.S. operations. Historical
consolidated results have been restated using a translation of
convenience, whereby all historical results have been reflected using the
exchange rate in effect on December 31, 2001 of $1 U.S. to $1.5928 CDN.
The functional currency of all operations located in the United States of
America is the United States dollar. The functional currency of all
operations located in Canada is the Canadian dollar.
F-9
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
Foreign currency translation
The Company's Canadian operations are self-sustaining operations, with the
exception of the Corporate office, which is considered to be an integrated
operation. The assets and liabilities of the self-sustaining operations
are translated at exchange rates in effect at the balance sheet date.
Monetary assets and liabilities of the Corporate office are translated at
exchange rates in effect at the balance sheet date. All other assets and
liabilities of the Corporate office are translated at historical exchange
rates. Revenues and expenses are translated at average exchange rates
prevailing during the period. Unrealized gains or losses resulting from
translating self-sustaining operations are accumulated and reported as
currency translation adjustment in shareholders' equity. Unrealized gains
or losses resulting from translating the Corporate office accounts are
included in the determination of earnings.
Customer deposits
Customer deposits principally include prepayments by the Food Group's
customers for merchandise inventory to be purchased during the spring
planting season.
Income taxes
The Company follows the asset and liability method of accounting for
income taxes whereby future income tax assets are recognized for
deductible temporary differences and operating loss carry-forwards, and
future income tax liabilities are recognized for taxable temporary
differences. Temporary differences are the differences between the amounts
of assets and liabilities recorded for income tax and financial reporting
purposes. Future income tax assets are recognized only to the extent that
management determines that it is more likely than not that the future
income tax assets will be realized. Future income tax assets and
liabilities are adjusted for the effects of changes in tax laws and rates
on the date of enactment or substantive enactment. The income tax expense
or benefit is the income tax payable or refundable for the period plus or
minus the change in future income tax assets and liabilities during the
period.
Employee stock compensation
Employee/director stock options granted by the Company contain exercise
prices which are equivalent to the closing market price of the shares on
the day prior to the grant date. Any consideration paid by employees on
exercise of stock options or purchase of stock is credited to capital
stock. No compensation expense is recorded upon issuance of stock options
to employees. Stock options granted have a maximum life of six years and
usually vest over a four year period.
F-10
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
Derivative instruments
The Food Group enters into exchange-traded commodity futures and options
contracts to hedge its exposure to price fluctuations on grain
transactions to the extent considered practicable for minimizing risk from
market price fluctuations. Futures contracts used for hedging purposes are
purchased and sold through regulated commodity exchanges. Inventories,
however, may not be completely hedged, due in part to the Company's
assessment of its exposure from expected price fluctuations. Exchange
purchase and sales contracts may expose the Company to risk in the event
that a counter party to a transaction is unable to fulfill its contractual
obligation. The Company manages its risk by entering into purchase
contracts with pre-approved producers.
The Company has a risk of loss from hedge activity if a grower does not
deliver the grain as scheduled. Sales contracts are entered into with
organizations of acceptable creditworthiness, as internally evaluated. All
futures transactions are marked to market. Gains and losses on futures
transactions related to grain inventories are included in cost of goods
sold.
Earnings per share
Basic earnings per share are computed by dividing the income available for
common shareholders by the weighted average number of common shares
outstanding during the period. Diluted earnings per share is computed
using the treasury stock method whereby the weighted average number of
common shares used in the basic earnings per share calculation is
increased to include the number of additional common shares that would
have been outstanding if the dilutive potential common shares had been
issued.
Use of estimates
The preparation of these consolidated financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent liabilities at the dates of the
consolidated financial statements and the reported amounts of revenues and
expenses during the reporting periods. Actual results could differ from
those estimates.
2. Business acquisitions
2002
During 2002, the Company acquired four businesses (2001 - three
businesses). The acquisitions have been accounted for using the purchase
method, and accordingly, the consolidated financial statements include the
results of operations of the acquired businesses from the date of the
acquisitions. The purchase price has been allocated to the assets acquired
and the liabilities assumed based on management's best estimate of fair
values.
F-11
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, except per share amounts)
--------------------------------------------------------------------------------
2. Business acquisitions, continued
The net assets acquired in 2002 and the consideration given are summarized
below:
Opta Food Other
Ingredients, Inc. Acquisitions
(a) (b) Total
$ $ $
Net assets acquired
Cash 7,611 (188) 7,423
Short term investments 2,038 -- 2,038
Non-cash working capital 5,580 49 5,629
Property, plant and equipment 5,020 410 5,430
Goodwill and intangibles -- 1,790 1,790
Future income tax asset 10,056 -- 10,056
Long-term debt (1,705) (258) (1,963)
--------------------------------------
28,600 1,803 30,403
======================================
Consideration given
Contingent consideration -- 304 304
Due to former shareholders 1,871 -- 1,871
Cash 26,729 1,499 28,228
--------------------------------------
28,600 1,803 30,403
======================================
(a) Opta Food Ingredients, Inc.
On December 4, 2002 the Company completed a cash tender offer for
the outstanding common shares of Opta Food Ingredients, Inc. (Opta).
Approximately 92.6% of the outstanding common shares were tendered
on December 4, 2002 for $2.50 per share in cash in accordance with
the tender offer. On December 18, 2002 the Company amalgamated Opta
with Stake Acquisition Corp, a wholly owned subsidiary. As a result
of this amalgamation, the 7.4% of the outstanding common shares of
Opta were converted to a right to receive $2.50 per share in cash
from the Company, amounting to $1,871. This amount was disbursed
subsequent to December 31, 2002.
Opta is a leading innovator, manufacturer and marketer of
proprietary food ingredients that improve the nutritional content,
healthfulness, texture and taste of its customers' food products.
Opta is the world's largest supplier of oat fiber to the food
industry.
(b) Simply Organic Co. Ltd.
On December 1, 2002 the Company acquired 100% of the outstanding
common shares of Simply Organic Co. Ltd. (Simply Organic) for cash
consideration of $187. In addition, contingent consideration of $160
may be payable if certain predetermined profit targets are achieved
by the acquired business. The full amount of contingent
consideration has been accrued at December 31, 2002, however, no
contingent consideration was paid in 2002.
F-12
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
2. Business acquisitions, continued
Simply Organic is an Ontario, Canada based distributor of a broad
range of regionally and internationally grown and produced certified
organic food products, distributed throughout much of Ontario to
mass market and natural food retail outlets.
Wild West
On November 1, 2002, the Company acquired 100% of the outstanding
common shares of 632100 B.C. Ltd., successor to Wild West Organic
Harvest Co-Operative Association (Wild West) for cash consideration
of $889. In addition, contingent consideration of $144 may be
payable if certain predetermined profit targets are achieved by the
acquired business. The full amount of contingent consideration has
been accrued at December 31, 2002, however, no contingent
consideration was paid in 2002.
Wild West is a British Columbia, Canada based distributor of
certified organic and natural food products throughout Western
Canada to mass market and natural food retail outlets.
Virginia Materials and International Materials
Under the terms of the Virginia Materials acquisition completed on
October 31, 2001, the Company agreed to pay the vendor contingent
consideration equivalent to 50% of the pre-tax profit generated by
these businesses for a two year period from the date of acquisition.
In December 2002, the Company reached an agreement with the vendor
to fix the contingent consideration for the period from January 1,
2003 to October 31, 2003 at $500. This amount has been reflected in
accounts payable and accrued liabilities at December 31, 2002 and an
equivalent amount has been reflected in goodwill. During the year
ended December 31, 2002, the Company paid $1,031 (2001 - $89) in
respect of the contingent consideration. The payment of this amount
resulted in an equivalent increase in goodwill.
On November 1, 2002, the Company acquired the remaining 49% minority
interest in International Materials & Supplies, Inc. (International
Materials), for cash consideration of $125.
Organic Kitchen
On July 2, 2002, the Company acquired organic feed and related
inventories, the Organic Kitchen trademark and the businesses of
Organic Kitchen Inc. and Cloud Mountain Inc. (together forming
Organic Kitchen). Consideration consisted of $297 paid in cash on
closing. In addition, the Company will pay 10% of the pre-tax
profits earned to December 31, 2005, up to a maximum of $1,268. This
contingent consideration will be recorded as an increase to goodwill
when the amount of the contingency is determinable. No contingent
consideration was paid in 2002.
Organic Kitchen Inc. owns the trademark "Organic Kitchen" which is
utilized in the sale of various organic products in Canada. Cloud
Mountain Inc. sources organic animal feed for the production of
organic animals. The acquisition of these businesses is in line with
the Company's strategy to expand its natural and organic food
business in Canada.
F-13
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
2. Business acquisitions, continued
2001
The net assets acquired in 2001 and the consideration given are summarized
below:
Virginia
Materials and
International First Light
Materials Foods
(a) (b) Total
$ $ $
Net assets acquired
Cash 9 -- 9
Non-cash working capital 342 -- 342
Property, plant and equipment 1,440 -- 1,440
Other long-term assets 43 -- 43
Goodwill and intangibles 1,562 2,511 4,073
Long-term debt (338) -- (338)
Net future income tax liability (81) (698) (779)
-----------------------------------
2,977 1,813 4,790
===================================
Consideration given
Common shares -- 796 796
Warrants -- 8 8
Note payable -- 659 659
Deferred purchase consideration 1,145 -- 1,145
Contingent consideration paid 89 -- 89
Cash 1,743 350 2,093
-----------------------------------
2,977 1,813 4,790
===================================
(a) Virginia Materials and International Materials
On October 31, 2001, the Company's wholly owned subsidiary, Virginia
Materials, Inc. (Virginia Materials), acquired certain assets of
Virginia Materials and Supplies, Inc. including inventory, equipment
and other long-term assets, as well as 51% of the outstanding common
shares of International Materials and Supplies, Inc. (International
Materials) for cash consideration (including acquisition costs) of
$1,743, deferred purchase consideration of $1,145 and contingent
consideration.
The deferred purchase consideration will be paid on the purchase of
the vendor's inventory. During 2002, the Company recorded an
additional $609 in deferred purchase consideration. The recording of
this liability in 2002, resulted in a corresponding increase in
goodwill. During the year the Company paid $982 (2001 - $109) in
deferred purchase consideration. The remaining deferred purchase
consideration will be paid in 2003.
Virginia Materials is a supplier of abrasives to the shipbuilding
and bridge repair industry. International Materials produces
industrial garnets as a by-product from a mining operation and
processes these garnets for sale to the water filtration, water jet
cutting and abrasives markets.
F-14
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, except per share amounts)
--------------------------------------------------------------------------------
2. Business acquisitions, continued
(b) First Light Foods
On February 1, 2001, the Company acquired 100% of the common shares
of Jenkins and Gournoe, Inc., which operated in the United States
under the name of First Light Foods. Consideration consisted of the
issuance of 833,333 common shares, $350 in cash, a $659 note payable
plus interest at 8.5% (subsequently paid in 2002) and 35,000
warrants exercisable at $1.70 for five years to February 2006. In
addition, contingent consideration may be payable on this
acquisition; (a) if certain predetermined profit targets are
achieved by the acquired business, up to an additional 140,000
warrants may be issued in 2002 through to 2005, and (b) a percentage
of gross profits in excess of $1,100 per annum from 2001 to 2005
will be paid to the vendors of First Light Foods. Contingent
consideration will be recorded as an increase to trademarks, when
the amount of the contingency is determinable. No contingent
consideration was paid in 2002 (2001 - $nil).
First Light Foods owns several trademarked brands that are marketed
as the private label brands of a major food chain. The acquisition
of First Light Foods complemented the Food Group's a vertically
integrated soymilk strategy.
3. Note receivable
Prior to the Company's acquisition of Northern Food & Dairy Inc.
(Northern) on September 15, 2000, Northern signed an agreement with a
major customer to supply a natural food product. This agreement required
Northern to expand its food processing plant to the customer's
specifications. In accordance with the terms of the agreement, the
customer is required to pay Northern 36 monthly instalments of $119
commencing October 2000. The agreement also requires Northern to provide
the customer with a product rebate beginning three years after production
at the new plant commences until $1,720 is repaid.
Upon acquisition of Northern on September 15, 2000, the Company assigned
fair values of $3,425 to the note receivable and $1,075 to the product
rebate payable based on the cash flows associated with these financial
instruments discounted at a rate of 9.5%.
During 2002, Northern received payments of $1,425 (2001 - $1,393) and
recorded imputed interest income of $156 (2001 - $271) on the note
receivable. Imputed interest expense of $121 (2001 - $106) was recorded on
the product rebate payable.
F-15
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
4. Inventories
2002 2001
$ $
Raw materials 7,859 6,026
Finished goods 11,750 6,323
Grain 3,380 1,472
-----------------------
22,989 13,821
=======================
Grain inventories consist of the following:
2002 2001
$ $
Company owned grain 3,338 1,338
Unrealized gain (loss) on
Sales and purchase contracts (79) 100
Futures contracts 121 34
-----------------------
3,380 1,472
=======================
5. Property, plant and equipment
2002
--------------------------------------
Accumulated
Cost Amortization Net
$ $ $
Land and buildings 22,423 1,033 21,390
Machinery and equipment 24,904 10,714 14,190
Office furniture and equipment 1,546 640 906
Vehicles 575 28 547
--------------------------------------
49,448 12,415 37,033
======================================
2001
--------------------------------------
Accumulated
Cost Amortization Net
$ $ $
Land and buildings 14,211 1,720 12,491
Machinery and equipment 23,707 6,128 17,579
Office furniture and equipment 1,205 630 575
Vehicles 545 307 238
--------------------------------------
39,668 8,785 30,883
======================================
Included in land and buildings at December 31, 2002, are certain
properties held for sale totalling $5,020 (2001 - $nil). These properties
consist primarily of Opta's head office located in Bedford, MA which has a
value of $4,800. The 45,000 square foot facility was deemed to be
excessive for the needs of the organization at the time of acquisition and
as a result was put up for sale. Included in machinery and equipment is
equipment under capital lease with a cost of $490 (2001 - $670) and net
book value of $277 (2001 - $453).
F-16
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
6. Goodwill and intangibles
2002 2001
$ $
Goodwill - at cost, less accumulated amortization of $985
(2001 - $985) 12,212 8,540
Trademarks (indefinite life) 2,498 2,498
Trademarks (definite life) - at cost, less accumulated
amortization of $6 (2001 - $nil) 207 --
Patents and licenses, net 75 60
---------------------
14,992 11,098
=====================
7. Other assets
2002 2001
$ $
Pre-operating costs, net of accumulated amortization of $432
(2001 - $161) 358 353
Deferred financing costs, net of accumulated amortization of $201
(2001 - $nil) 619 24
Investments -- 366
Other 103 97
---------------------
1,080 840
=====================
8. Long-term debt and banking facilities
2002 2001
$ $
Term loan (a) 13,900 --
Tender facility (b) 15,186 --
Convertible debenture (c) 4,697 --
Other long-term debt (d) 2,966 16,648
---------------------
36,749 16,648
Less: current portion (11,650) (2,634)
---------------------
25,099 14,014
=====================
(a) During 2002, the Company entered into a new financing arrangement
with a major Canadian bank and the bank's U.S. subsidiary. Under the
terms of this financing arrangement, total debt of $15,447 was
repaid on March 15, 2002 with the proceeds of the new agreement as
follows:
Term loan
Principal payable quarterly based on a seven year
amortization. The term loan has a two year maturity and is
renewable at the option of the lender and the Company.
Interest on the term loan is payable at the borrower's option
at U.S. dollar base rate or U.S. LIBOR plus a margin based on
certain financial ratios of the Company (3.0% as at December
31, 2002). As at December 31, 2002, $13,900 (2001 - $nil) was
still outstanding.
F-17
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
8. Long-term debt and banking facilities, continued
Subsequent to December 31, 2002, the Company amended its financing
arrangement. The amendment syndicated the financing arrangement to a
group of banks which includes existing lenders and increased the
term loan by $7,800 to $21,700. As part of the amendment, the term
loan matures in March of 2005. The Company fully intends to renew
this term loan at that time. However, for financial statement
purposes, the principal payments have been categorized as due in
2005.
The term loan and the Canadian and U.S. line of credit facilities
described above are collateralized by a first priority security
against substantially all of the Company's assets in both Canada and
the United States.
(b) On December 4, 2002, the Company entered into a tender financing
arrangement with its principal lender to facilitate the Company's
tender offer to purchase all of the outstanding common shares of
Opta (note 2).
The tender facility had a maximum borrowing base of $17,000. As at
December 31, 2002, $15,186 of this facility had been utilized.
Interest on borrowings under this facility accrues at the borrower's
option based on various reference rates including the bank's prime
plus 100 basis points, or LIBOR plus 200 basis points (3.3% as at
December 31,2002).
Subsequent to December 31, 2002, the tender facility was repaid with
cash of $3,886, the incremental proceeds from the amended term loan
of $7,800 and the utilization of the additional line of credit
facilities of $3,500.
(c) On December 4, 2002, in conjunction with the acquisition of Opta,
the Company issued a $5,000 convertible debenture, with interest
payable quarterly at 5.5% per annum. The debenture is convertible at
the option of the holder at any time after November 30, 2003, or
earlier under certain circumstances at the conversion price of $3.00
per share. The Company has the option to repay the debenture at any
time subject to certain restrictions within its amended banking
arrangement. The convertible debenture expires and is fully payable
on November 30, 2004.
In conjunction with the issuance of the convertible debenture, the
Company issued 250,000 share purchase warrants with an exercise
price of $3.25. The warrants and the convertible right inherent in
the debenture have been fair valued at $317, as at December 4, 2002,
and have been classified as a component of shareholders' equity. As
a result, the fair value attributed to the debt component of the
convertible debenture was $4,683.
At December 31, 2002 the accreted fair value of the convertible
debenture was $4,697. The effective interest rate on the debenture
at December 31, 2002 was 9.6%.
The convertible debenture is collateralized by a second priority
security interest against certain of the Company's assets in the
United States and Canada.
F-18
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
8. Long-term debt and banking facilities, continued
(d) Other long-term debt consists of the following:
2002 2001
$ $
Note payable with required annual payments of $95, interest at
5% payable semi-annually, uncollateralized 285 377
Term loan assumed on acquisition of Wild West, payable in
monthly instalments of $4 until July 2007. Interest
payable monthly at the Canadian prime rate plus 11%,
collateralized by certain assets in Canada. This loan was
fully repaid subsequent to December 31, 2002 299 --
Term loan assumed on acquisition of Opta, payable in quarterly
instalments of $27 including interest at 7.4% due June
2003, collateralized by certain assets in the United
States. This loan was fully repaid subsequent to December
31, 2002 1,705 --
Other debt with a weighted average interest rate of 9.2%, due
in varying instalments through July 2007 354 490
Capital lease obligations due in monthly payments through 2006,
with a weighted average interest rate of 8.5% 323 334
Long-term debt repaid on March 15, 2002 with proceeds from the
new financing arrangement (as detailed in (a)) with a
weighted average interest rate of 8.5% -- 15,447
--------------------
2,966 16,648
====================
(e) As part of the new financing agreement as described in (a) above,
the Company also entered into two line of credit facilities, as
follows
i) $3,169 (CDN $5,000) line of credit facility:
Interest on borrowings under this facility accrues at the
borrower's option based on various reference rates including
Canadian or U.S. bank prime, or Canadian bankers' acceptances,
plus a margin based on certain financial ratios of the Company
(3.2% as at December 31, 2002). As at December 31, 2002 $494
(CDN $780) of this facility has been utilized. This amount has
been offset with cash on hand at the same institution for
financial statement presentation purposes.
ii) $5,000 line of credit facility
Interest on borrowings under this facility accrues at the
borrower's option based on various reference rates including
U.S. bank prime, or LIBOR, plus a margin based on certain
financial ratios of the Company (3.0% as at December 31,
2002). As at December 31, 2002 $3,963 of this facility has
been utilized.
Subsequent to December 31, 2002 the Company amended its financing
arrangement As a result the U.S. line of credit facility was
increased by $4,000 to $9,000. The Company used the incremental
proceeds on the term loan, drew on the U.S. line of credit facility
to the extent of $3,500 and utilized $3,886 of cash on hand to repay
the tender facility obtained to finance the acquisition of Opta
(note 2).
F-19
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, except per share amounts)
--------------------------------------------------------------------------------
(f) In addition to the line of credit facilities noted above, the
Company has a $200 margin financing facility, of which $93 was
utilized as at December 31, 2002 (2001 - $200) and is included in
the current portion of the long-term debt.
(g) The loans and capital leases detailed above require payments as
follows:
$
2003 11,650
2004 7,251
2005 17,671
2006 90
2007 and thereafter 87
------
36,749
======
(h) Interest expense on long-term debt for the year ended December 31,
2002 was $1,292.
(i) The fair value of long-term debt is not materially different from
the carrying amount.
9. Long-term payables
2002 2001
$ $
Product rebate payable 1,330 1,209
Deferred purchase consideration 667 1,040
Preference shares of subsidiary companies 291 416
Payable to former shareholders of acquired companies 2,675 --
------------------
4,963 2,665
Less: Current portion (3,458) (1,067)
------------------
1,505 1,598
==================
F-20
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, except per share amounts)
--------------------------------------------------------------------------------
10. Capital stock
The Company is authorized to issue an unlimited number of common shares
without par value and an unlimited number of special shares without par
value.
The following is a summary of changes in capital stock:
Warrants and
rights Common shares Total
------------------------- ------------------------ ---------
Number $ Number $ $
Balance as at December 31, 1999 331,404 -- 20,653,788 7,008 7,008
Warrants exercised (a) (234,959) -- 234,959 332 332
Warrants expired (96,445) -- -- -- --
Options exercised (b) -- -- 298,225 274 274
Shares and warrants issued to
acquire Northern (a) 500,000 19 7,000,000 6,625 6,644
-------------------------------------------------------------------
Balance as at December 31, 2000 500,000 19 28,186,972 14,239 14,258
-------------------------------------------------------------------
Shares and warrants issued to
acquire First Light Foods (a) 35,000 8 833,333 796 804
Options exercised (b) -- -- 999,425 1,037 1,037
April 2001 private placement (c) 705,750 507 1,411,498 1,157 1,664
May 2001 private placement (c) 1,200,000 762 2,400,000 3,462 4,224
September 2001 private
placement (c) 2,250,000 1,650 3,000,000 3,901 5,551
December 2001 private
placements (c) -- -- 4,250,000 8,337 8,337
-------------------------------------------------------------------
Balance as at December 31, 2001 4,690,750 2,946 41,081,228 32,929 35,875
-------------------------------------------------------------------
Warrants exercised (c) (656,150) (430) 656,150 1,904 1,474
Warrants issued (a) 250,000 263 -- -- 263
Warrants repurchased (a) (60,000) (43) -- -- (43)
Options exercised (b) -- -- 246,740 397 397
Convertible right associated
with convertible debenture -- 54 -- -- 54
-------------------------------------------------------------------
Balance as at December 31, 2002 4,224,600 2,790 41,984,118 35,230 38,020
===================================================================
(a) During 2002, 656,150 warrants were exercised at prices ranging from
$1.75 to $2.40 for net proceeds of $1,474. (2001 - nil warrants,
$nil net proceeds; 2000 - 234,959 warrants, $332 net proceeds).
In conjunction with the convertible debenture issued in 2002 (note
8) the Company issued 250,000 warrants with a fair value of $263, an
exercise price of $3.25, and an expiry date of November 30, 2004.
The convertible right issued in conjunction with the convertible
debenture has a fair value of $54.
On April 2, 2002, 60,000 shareholder warrants with an exercise price
of $1.75 per unit, were repurchased by the Company for a net cost of
$39.
F-21
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, except per share amounts)
--------------------------------------------------------------------------------
10. Capital stock, continued
(b) Employee/director option plans
The Company grants options to employees and directors from time to
time under employee/director stock option plans. The Company has
authorized 3,586,800 (2001 - 2,086,800) shares to be made available
for the stock option plans. The following is a summary of grants
during the year.
Number of
Grant date Expiry date Exercise price options
March 11, 2002 March 11, 2007 $2.15 114,000
August 13, 2002 August 13, 2007 $3.07 98,100
November 7, 2002 November 7, 2007 $3.04 43,000
December 16, 2002 December 16, 2007 $3.00 160,000
----------
415,100
==========
Employee/director stock options granted by the Company contain an
exercise price, which is equivalent to the closing market price of
the shares on the day prior to the grant date. Any consideration
paid by employees on exercise of stock options or purchase of stock
is credited to capital stock.
The 415,100 options granted during 2002 vest as follows: 116,620
options vested in 2002, 74,620 vest per annum in 2003 to 2006.
During 2002, 246,740 (2001 - 999,425; 2000 - 298,225) options were
exercised and the equivalent number of common shares were issued for
net proceeds of $397 (2001 - $1,037; 2000 - $274).
Details of changes in employee/director stock options are as
follows:
2002 2001 2000
Outstanding at beginning of year 2,050,700 1,811,325 1,958,150
Granted 415,100 1,253,800 154,400
Exercised (246,740) (999,425) (298,225)
Retracted (17,800) (15,000) (3,000)
-----------------------------------------
Outstanding exercisable at year end 2,201,260 2,050,700 1,811,325
Weighted average fair value of options granted during the year $2.79 $1.86 $1.32
-----------------------------------------
F-22
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, except per share amounts)
--------------------------------------------------------------------------------
10. Capital stock, continued
Details of employee/director stock options as at December 31 are as
follows:
Expiry Date Exercise Price Vested Weighted Average Total Weighted Average
Range Outstanding Price Outstanding Price
Options Options
2003 $1.06 to $2.10 749,450 $1.81 773,000 $1.80
2004 $1.06 to $1.86 180,960 $1.61 200,960 $1.55
2005 $1.06 to $1.38 410,900 $1.15 532,800 $1.16
2006 $1.53 to $2.10 155,550 $1.81 275,000 $1.82
2007 $2.15 to $3.07 116,620 $2.85 419,500 $2.78
---------------------------------------------------------------------
1,613,480 $1.69 2,201,260 $1.81
=====================================================================
The weighted average remaining contractual life for vested
outstanding options and total outstanding options is 2.2 and 2.7
years respectively.
On January 7, 2000, all options with an option price in excess of
$1.06 were repriced to $1.06. In addition, on March 5, 2000, the
Board approved a resolution extending the exercise period of 304,375
options from March 10, 2001 to December 31, 2003.
Subsequent to year-end, 213,225 options were exercised to acquire an
equivalent number of common shares for net proceeds of $389.
The fair value of the options granted during 2002, 2001 and 2000 was
estimated using the Black-Scholes option-pricing model with the
assumptions of a dividend yield of 0% for each year, an expected
volatility of 60% (2001 - 30%; 2000 - 51%), a risk-free interest
rate of 3% (2001 - 3%; 2000 - 5%), and an expected life of one to
six years.
Pro-forma net earnings (loss), reflecting stock compensation expense
for 2002, 2001 and 2000 are as follows:
2002 2001 2000
Number of options granted 415,100 1,238,125 295,500
-----------------------------------
$ $ $
Total fair value 630 508 163
===================================
Net earnings for the year as reported 3,766 19 2,118
Stock compensation expense:
Options vested in current year from current year grants 126 410 67
Options vested in current year from prior years grants 115 65 54
-----------------------------------
241 475 121
-----------------------------------
Pro-forma net earnings (loss) for the year 3,525 (456) 1,997
===================================
Pro-forma net earnings (loss) per common share
- Basic 0.08 (0.01) 0.09
===================================
- Diluted 0.08 (0.01) 0.09
===================================
F-23
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, except per share amounts)
--------------------------------------------------------------------------------
10. Capital stock, continued
(c) In 2001, the Company completed four private placements. The Company
issued 11,061,498 common shares and 4,155,750 warrants to acquire
4,155,750 common shares for total proceeds of $19,776 net of
issuance costs. The following is a summary of the warrants issued:
Expiry date Exercise price Warrants $
March 31, 2004 $1.75 705,750 507
March 31, 2004 $2.40 1,200,000 762
September 30, 2004 $2.40 2,250,000 1,650
-------------------------
4,155,750 2,919
=========================
In addition, pursuant to the private placement agreements, the
Company granted to their agents:
i) Compensation warrants exercisable until June 8, 2003 to
purchase 144,000 option units at $2.00 per unit. If exercised
in full, the Company will issue 144,000 common shares and
72,000 warrants exercisable at $2.40 to acquire 72,000 common
shares, which expire on March 31, 2004.
Subsequent to December 31, 2002, these warrants were exercised
in full and the subsequently issued warrants were also
exercised. The Company issued 246,000 shares for net proceeds
of $533.
ii) Compensation warrants exercisable until September 28, 2003 to
purchase 150,000 option units at $2.00 per unit. If exercised
in full, the Company will issue 150,000 common shares and
112,500 warrants exercisable at $2.40 to acquire 112,500
common shares, which expire on September 30, 2004.
(d) During 1997, the shareholders of the Company agreed to reduce the
stated capital account of the Company's common shares by $15,712
through the elimination of the deficit.
11. Income taxes
The Company's effective income tax rate on consolidated earnings has been
determined as follows:
2002 2001 2000
Canadian statutory income tax rate 39.0% 42.0% 42.0%
Increase (decrease) by the effects of
Reduction in valuation allowance (13.2%) (25.8%) (71.7%)
Differences in foreign, capital gains manufacturing
and processing and future income tax rates (3.7%) (1.5%) (2.5%)
Application of prior years losses and scientific
research expenditures carried forward -- -- (27.7%)
Current year non-capital loss not recognized -- -- 18.2%
Other (12.5%) 73.9% 7.1%
----------------------------------
Effective income tax rate 9.6% 88.6% (34.6%)
==================================
Net earnings before income taxes 4,167 166 1,573
==================================
Provision for (recovery of) income taxes 401 147 (545)
==================================
F-24
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
11. Income taxes, continued
Future income taxes of the Company comprise the following:
2002 2001
$ $
Differences in property, plant and equipment basis 4,946 (2,829)
Capital and non-capital losses 6,443 759
Tax benefit of scientific research expenditures 2,112 1,334
Other 613 56
--------------------
14,114 (680)
Valuation allowance (4,107) (479)
--------------------
10,007 (1,159)
====================
2002 2001
$ $
Future income tax asset 10,007 663
Future income tax liabilities -- (1,822)
--------------------
10,007 (1,159)
====================
The Company has approximately $5,020 (2001 - $4,090) in Canadian
scientific research expenditures, which can be carried forward
indefinitely to reduce future years' taxable income. The Company also has
approximately $120 (2001 - $95) in Canadian scientific research investment
tax credits.
The Company has U.S. non-capital loss carry-forwards of approximately
$20,963 as at December 31, 2002 (2001 - $1,664) available to reduce future
federal and state income taxes and expire in varying amounts from 2008 to
2020.
A valuation allowance of $4,107 (2001 - $479) has been recorded to reduce
the net benefit recorded in these consolidated financial statements
related to the capital and non-capital loss carry-forwards. The valuation
allowance is deemed necessary as a result of the uncertainty associated
with the ultimate realization of these future tax assets.
F-25
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
12. Supplemental cash flow information
2002 2001 2000
$ $ $
Changes in non-cash working capital, net of
businesses acquired:
Accounts receivable - trade 315 1,138 (4,712)
Inventories (3,086) (3,383) (1,506)
Prepaid expenses and other current assets 579 (404) (295)
Accounts payable and accrued liabilities 1,271 (135) (1,817)
Customer deposits (969) 533 (261)
------------------------------
(6,917) (3,074) (2,741)
==============================
Cash paid for: 1,632 1,789 851
Interest
==============================
Income taxes 1,373 405 279
==============================
2002 2001 2000
$ $ $
Non-cash investing and financing activities:
Common shares and warrants issued in the
acquisition of First Light Foods -- 804 --
==============================
Common shares and warrants issued in the
acquisition of Northern Food & Dairy, Inc. -- -- 6,644
==============================
13. Related party transactions and balances
In addition to transactions disclosed elsewhere in these consolidated
financial statements, the Company entered into the following related party
transactions:
(a) During 2002, the Company charged affiliated companies $nil for
services rendered (2001 - $84).
(b) Included in other current assets as at December 31, 2002 is $75
(2001 - $33) due from officers/directors of the Company. Subsequent
to December 31, 2002, $50 was received in respect of this amount.
(c) Included in other long-term debt as at December 31, 2001 were
uncollateralized loans of $1,097 due to shareholders, which were
repaid during 2002.
F-26
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
14. Commitments and contingencies
(a) Various claims or potential claims arising in the normal course of
business are pending against the Company. It is the opinion of
management that these claims or potential claims are without merit
and the amount of potential liability, if any, to the Company is not
determinable. Management believes the final determination of these
claims or potential claims will not materially affect the financial
position or results of the Company. Legal counsel has concluded the
outcome of these claims or potential claims is not determinable.
(b) The Company believes, with respect to both its operations and real
property that it is in material compliance with current
environmental laws. Based on known existing conditions and the
Company's experience in complying with emerging environmental
issues, the Company is of the view that future costs relating to
environmental compliance will not have a material adverse effect on
its financial position, but there can be no assurance that
unforeseen changes in the laws or enforcement policies of relevant
governmental bodies, the discovery of changed conditions on the
Company's real property or in its operations, or changes in use of
such properties and any related site restoration requirements, will
not result in the incurrence of significant costs. No provision has
been made in these consolidated financial statements for these
future costs since such costs, if any, are not determinable at this
time.
(c) In the normal course of business, the Food Group holds grain for the
benefit of others. The Company is liable for any deficiencies of
grade or shortage of quantity that may arise in connection with such
grain.
(d) Letters of credit:
i) An irrevocable letter of credit for $475 has been placed with
the Ontario Ministry of Environment and Energy as a security
deposit for the Certificate of Approval granted to the Company
for certain recycling activities. This letter of credit must
remain in place indefinitely as a condition of the Certificate
of Approval.
ii) An irrevocable letter of credit for $195 has been placed with
the Commonwealth of Virginia Department of Environmental
Qualities as a security deposit for the Certificate of
Approval granted to the Company for certain recycling
activities. This letter of credit must remain in place
indefinitely as a condition of the Certificate of Approval.
iii) Additional letters of credit totalling $28 have been placed
with third parties as security on transactions occurring in
the ordinary course of operations.
F-27
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
14. Commitments and contingencies, continued
(e) Commitments under operating leases, principally for distribution
centres, warehouse and equipment, are as follows:
$
2003 1,672
2004 1,595
2005 1,514
2006 1,474
2007 1,339
2008 and thereafter 1,430
--------
9,024
========
15. Earnings per share
The calculation of basic earnings per share is based on the weighted
average number of shares outstanding. Diluted earnings per share reflect
the dilutive effect of the exercise of warrants and options as disclosed
in note 10. The number of shares for the diluted earnings per share was
calculated as follows:
2002 2001 2000
Weighted average number of shares used in
basic earnings per share 41,547,302 32,220,352 22,975,986
Dilutive potential of the following
Employee/director stock options 765,034 150,191 381,744
Warrants 747,459 85,392 --
-----------------------------------------
Weighted average number of shares used in
diluted earnings per share 43,059,795 32,455,935 23,357,730
=========================================
Warrants to purchase 250,000 common shares, options to purchase 301,100
common shares and the convertible debenture convertible into 1,666,667
common shares have been excluded from the calculations of diluted earnings
per share due to their anti-dilutive effect.
16. Financial Instruments
The Company's financial instruments recognized in the consolidated balance
sheets and included in working capital consist of cash and cash
equivalents, restricted cash, short term investments, accounts receivable,
other receivables, accounts payable and accrued liabilities and customer
deposits. The fair values of these instruments approximate their carrying
value due to their short-term maturities.
The Company's financial instruments that are exposed to credit risk
include cash and cash equivalents, short term investments and accounts
receivable. The Company places its cash, cash equivalents and short term
investments with institutions of high creditworthiness. The Company's
trade accounts receivable are not subject to a high concentration of
credit risk. The Company routinely assesses the financial strength of its
customers and, as a consequence, believes that it accounts receivable
credit risk exposure is limited. The Company maintains an allowance for
losses based on the expected collectibility of the accounts.
Information on the Company's other financial instruments is contained in
other notes to the consolidated financial statements. .
F-28
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
17. Segmented information
The Company operates in three segments: a) the Food Group, processes,
packages and distributes a wide range of natural and organic food products
via its vertically integrated operations with a focus on soy, natural and
organic food products; (b) the Environmental Industrial Group, processes,
distributes, and recycles industrial minerals; and (c) the Steam Explosion
Technology Group, markets proprietary steam explosion technology systems
for the pulp and food processing industries. Management has identified its
segments based on the nature of the products and services being sold and
its organizational structure in support of these segments. Operating
segments have been aggregated within the Food Group segment. The Company's
assets, operations and employees are located in Canada and the United
States
Industry segments.
2002
--------------------------------------------------------------
Steam
Explosion
Environmental Technology
Industrial Group and
Food Group Group Corporate Consolidated
$ $ $ $
External revenues by market
U.S 89,088 8,305 157 97,550
Canada 2,936 15,902 -- 18,838
Other 4,295 215 -- 4,510
--------------------------------------------------------------
Total revenue to external customers 96,319 24,422 157 120,898
--------------------------------------------------------------
Interest expense 1,034 320 59 1,413
--------------------------------------------------------------
Provision for (recovery of) income
taxes 1,146 1,115 (1,860) 401
--------------------------------------------------------------
Segment net earnings (loss) 3,166 1,741 (1,141) 3,766
--------------------------------------------------------------
Identifiable assets 85,040 21,981 8,266 115,287
--------------------------------------------------------------
Amortization 2,995 861 274 4,130
--------------------------------------------------------------
Expenditures on property, plant and
equipment 3,306 1,058 100 4,464
==============================================================
F-29
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
17. Segmented information, continued
2001
Steam
Explosion
Environmental Technology
Industrial Group and
Food Group Group Corporate Consolidated
$ $ $ $
External revenues by market
U.S 66,408 5,365 359 72,132
Canada 200 14,124 -- 14,324
Other 3,365 1 -- 3,366
--------------------------------------------------------
Total sales to external customers 69,973 19,490 359 89,822
--------------------------------------------------------
Interest expense 1,423 291 31 1,745
--------------------------------------------------------
Provision for (recovery of) income
taxes 186 170 (209) 147
--------------------------------------------------------
Segment net earnings (loss) 310 491 (782) 19
--------------------------------------------------------
Identifiable assets 51,073 16,948 12,040 80,061
--------------------------------------------------------
Amortization 2,889 705 112 3706
--------------------------------------------------------
Expenditures on property, plant and
equipment 2,590 1,290 27 3,907
--------------------------------------------------------
Equity accounted investment -- -- 366 366
--------------------------------------------------------
2000
--------------------------------------------------------
Steam
Explosion
Environmental Technology
Industrial Group and
Food Group Group Corporate Consolidated
$ $ $ $
External revenues by market
U.S 42,388 3,602 236 46,226
Canada 249 16,040 106 16,395
Other 1,199 -- -- 1,199
--------------------------------------------------------
Total revenues to external customers 43,836 19,642 342 63,820
--------------------------------------------------------
Interest expense 698 261 -- 959
--------------------------------------------------------
Provision for (recovery of) income
taxes 542 41 (1,128) (545)
--------------------------------------------------------
Segment net earnings 230 1,578 310 2,118
--------------------------------------------------------
Amortization 1,075 537 138 1,750
--------------------------------------------------------
Expenditures on property, plant and
equipment 2,907 419 35 3,361
--------------------------------------------------------
F-30
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
17. Segmented information, continued
Geographic segments
2002 2001
------------------------------ ------------------------------
U.S. Canada Total U.S. Canada Total
$ $ $ $ $ $
Property, plant and
equipment 29,568 7,465 37,033 24,009 6,874 30,883
============================== ==============================
Goodwill and intangibles 11,655 3,262 14,917 9,429 1,609 11,038
============================== ==============================
Total assets 87,399 27,888 115,287 55,300 24,761 80,061
============================== ==============================
Customer concentration
The Company has one customer in the Food Group whose purchases were 16% of
the Company's total revenue in 2002 (2001 - 6%).
18. United States generally accepted accounting principles differences
These consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in Canada (Canadian GAAP)
which conform in all material respects applicable to the Company with
those in the United States (U.S. GAAP) during the periods presented,
except with respect to the following:
Under U.S. GAAP, certain pre-operating costs of $276 incurred in the year
ended December 31, 2002, (2001 - $32), deferred in these financial
statements would be expensed. Amortization of $271 in the year ended
December 31, 2002, (2001 - $161) related to pre-operating costs would not
have been expensed.
On March 11, 2002, the Company committed to grant certain employees
114,000 options to acquire 114,000 common shares at $2.15. These options
were provided to employees contingent upon approval by the shareholders of
the 2002 stock option plan. This approval was received on June 18, 2002.
Under U.S. GAAP, the difference in stock price between the exercise price
and the closing price the day immediately preceding the day of
shareholders' approval is considered to be compensation expense.
Accordingly, $62 would be recorded under U.S. GAAP in 2002 as stock option
compensation expense.
During 2001, the Company repriced certain options. As a result, for the
year ended December 31, 2002 - $nil (2001 - $321; 2000 - $33) would be
recognized as stock option compensation expense under U.S. GAAP.
In conjunction with the issuance of the convertible debenture described in
note 8 and 10 for Canadian GAAP purposes, the fair value of the
convertible right was determined to be $54. For U.S. GAAP purposes, the
value of the right was determined to be $383. For U.S. GAAP this amount
has been measured and disclosed but will not be recorded until the option
right is exercisable on November 30, 2003.
Under U.S. GAAP, the gain on dilution in the amount of $nil in 2002 (2001
- $nil; 2000 - $88) resulting from the dilution of the Company's ownership
of the common share equity of Easton would have been excluded from income
and included as a separate component of shareholder's equity as Easton is
a development stage exploration company.
Effective January 1, 2002, the Company adopted the U.S. dollar as its
reporting currency. Under Canadian GAAP historical results were restated
using a translation of convenience, whereas under U.S. GAAP, the
consolidated financial statements would be restated on a retroactive
basis. The effect of this adjustment would not be material.
F-31
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars, except per share amounts)
--------------------------------------------------------------------------------
18. United States generally accepted accounting principles differences,
continued
Accordingly, the following would have been reported under U.S. GAAP:
2002 2001 2000
$ $ $
Net earnings for the year - as reported 3,766 19 2,118
Translation adjustment -- (6) 126
Dilution gain -- -- (88)
Pre-operating costs amortized 271 161 --
Pre-operating costs capitalized (276) (32) (482)
Stock option compensation expense (62) (321) (33)
Tax effect of above items 2 (52) 228
---------------------------------------------
Net earnings (loss) for the year - US. GAAP 3,701 (231) 1,869
=============================================
Net earnings (loss) per common share - U.S. GAAP:
- Basic 0.09 (0.01) 0.08
=============================================
- Diluted 0.09 (0.01) 0.08
=============================================
Weighted average number of common shares
Outstanding 41,547,302 32,220,352 22,975,986
=============================================
Shareholders' equity - as reported 49,527 43,500 20,892
Cumulative pre-operating costs, net of amortization, net of tax 215 212 289
Cumulative stock compensation expense (416) (354) (33)
---------------------------------------------
Shareholders' equity - U.S. GAAP 49,326 43,358 21,148
=============================================
Comprehensive income
U.S. GAAP requires that a comprehensive income statement be prepared.
Comprehensive income is defined as "The change in equity of a business
enterprise during a period from transactions and other events and
circumstances from non-owner events". It includes all changes in equity
during a period, except those resulting from investments by owners and
distribution to owners. The comprehensive statement reconciles the
reported net income to the comprehensive income.
The following is a comprehensive income statement (prepared in accordance
with U.S. GAAP), which, under U.S. GAAP, would have the same prominence as
other financial statements.
2002 2001 2000
$ $ $
Net earnings (loss) for the year - U.S. GAAP 3,701 (231) 1,869
Currency translation adjustment 112 971 162
---------------------------
Comprehensive income for the year 3,813 740 2,031
===========================
F-32
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
18. United States generally accepted accounting principles differences,
continued
Other U.S. GAAP disclosures
Changes in Reserves 2002 2001 2000
$ $ $
Allowance for Doubtful Accounts
Balance, beginning of year 1,117 590 418
Additions charged to profit and loss, including
effects of foreign exchange rate differences 450 912 538
Accounts receivable charged off, net of recoveries (76) (385) (366)
------------------------------
Balance, end of year 1,491 1,117 590
==============================
Deferred Tax Valuation Allowance
Balance, beginning of year 479 479 1,504
Additions to valuation allowance 4,107 -- 479
Adjustments to valuation allowance, including
effects of foreign exchange rate differences (479) -- (1,504)
------------------------------
Balance, end of year 4,107 479 479
==============================
The following items are considered part of operating income: 2002 2001 2000
$ $ $
Write down of investment in Easton Minerals Limited (366) -- --
Gain of sales of assets 285 51 12
------------------------------
(81) 51 12
==============================
2002 2001
$ $
Accrued payroll 1,235 1,059
===================
Proforma data (unaudited)
Condensed proforma income statement, as if the acquisitions of Opta, Wild
West, Organic Kitchen, Simply Organic, First Light Foods and Virginia
Materials had occurred at the beginning of 2001, is as follows:
2002 2001
$ $
Revenue 153,686 126,316
Net earnings 4,875 210
Earnings per share
- Basic 0.12 0.01
- Diluted 0.11 0.01
F-33
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
19. Shareholders' Equity
Currency
Capital Contributed Retained Translaction
Stock Surplus Earnings Adjustment Total
==================================================================
$ $ $ $ $
Balance at December 31, 1999 7,008 2,910 1,567 (122) 11,363
Warrants exercised 332 332
Options exercised 274 274
Shares and warrants issued to
acquire Northern 6,644 6,644
Net earnings for the year 2,118 2,118
Currency translation adjustment 162 162
Balance at December 31, 2000 14,258 2,910 3,685 40 20,893
Shares and warrants issued to
acquire First Light Foods 804 804
Shares and warrants issued under
private placements 19,776 19,776
Options exercised 1,037 1,037
Net earnings for the year 19 19
Currency translation adjustment 971 971
Balance at December 31, 2001 35,875 2,910 3,704 1,011 43,500
Warrants exercised 1,474 -- -- -- 1,474
Warrants issued 263 -- -- -- 263
Warrants repurchased (43) 4 -- -- (39)
Options exercised 397 -- -- -- 397
Convertible right associated
with convertible debenture 54 -- -- -- 54
Net earnings for the year -- -- 3,766 -- 3,766
Currency translation adjustment -- -- -- 112 112
------------------------------------------------------------------
Balance at December 31, 2002 38,020 2,914 7,470 1,123 49,527
==================================================================
20. Comparative balances
Certain line items in the prior year consolidated balance sheet and prior years
consolidated statements of earnings and consolidated statements of cash flows
have been combined to achieve comparability to current year's presentation. The
reclassifications of these prior year balances did not have a significant impact
on the presentation of the consolidated financial statements.
Recent accounting developments
Effective January 1, 2003, the Company will adopt, SFAS no. 143, "Accounting for
Asset Retirement Obligations." Under SFAS No. 143, retirement obligations will
be recognized when incurred and recorded as liabilities at fair value. The
liability will be accreted over time through periodic charges to earnings. In
addition, the asset retirement cost will be capitalized as part of the asset's
carrying value and depreciated over the asset's useful life. The adoption of the
new standard will not have a significant impact on the Company's results of
operations or financial condition.
F-34
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
Recent accounting developments, continued
Effective January 1, 2003, the Company will adopt SFAS No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities." SFAS No. 146 applies to
costs associated with an exit activity that does not involve an entity newly
acquired in a business combination, an asset retirement obligation covered by
SFAS No. 143 or with a disposal activity covered by SFAS No. 144. SFAS No. 146
requires that a liability for a cost associated with an exit or disposal
activity shall be recognized and measured initially at its fair value in the
period in which the liability is incurred provided that such fair value can be
reasonably estimated. An exception applies for certain one-time termination
benefits that are incurred over time. The adoption of the new standard is not
expected to have a significant impact on the Company's results of operations or
financial condition.
Effective January 1, 2003, the Company will adopt SFAS No. 148, "Accounting for
Stock-Based Compensation - Transition and Disclosure - an amendment of FAS 123."
SFAS No. 148 provides alternative methods of transition for a voluntary change
to the fair value based method of accounting for stock-based employee
compensation. SFAS No. 148 also amends the disclosure requirements of SFAS No.
123 to require prominent disclosures in both annual and interim financial
statements about the method of accounting for stock-based employee compensation
and the effect of the method used on reported results. The Company currently
discloses proforma net earnings and earnings per share data and will comply with
the further disclosures as required by SFAS No. 148 starting in January 1, 2003.
In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"),
"Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51."
FIN 46 requires certain variable interest entities to be consolidated by the
primary beneficiary of the entity if the equity investors in the entity do not
have the characteristics of a controlling financial interest or do not have
sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. FIN 46 is
effective immediately for all new variable interest entities created or acquired
after January 31, 2003. For variable interest entities created or acquired prior
to February 1, 2003, the provisions of FIN 46 must be applied for the first
interim or annual period beginning after June 15, 2003. The Company does not
have any ownership in any variable interest entities. The Company believes that
the adoption of FIN 46 will not have a material impact on the Company's
consolidated financial position or on its results of operations.
F-35
Stake Technology Ltd.
Notes to Consolidated Financial Statements
(Expressed in thousands of U.S. dollars)
--------------------------------------------------------------------------------
Supplemental Financial Information (Unaudited)
Quarter ended Quarter ended
December 31 September 30
------------------------------------------------
2002 2001 2002 2001
Revenues 33,437 23,811 32,800 22,904
Cost of goods sold 28,000 20,723 27,510 20,093
------------------------------------------------
Gross profit 5,437 3,088 5,290 2,811
Selling, general and administrative expenses 4,835 3,732 3,240 2,536
------------------------------------------------
Earnings (loss) before the following 602 (644) 2,050 275
Interest expense (383) (339) (302) (398)
Interest and other income (expense) (20) (6) 30 102
Foreign exchange gain (loss) 36 22 (322) 347
------------------------------------------------
(367) (323) (594) 51
------------------------------------------------
Earnings (loss) before income taxes 235 (967) 1,456 326
Provision for (recovery of) income taxes (277) (283) (71) 170
------------------------------------------------
Net earnings (loss) for the year 512 (684) 1,527 156
================================================
Net earnings (loss) per share for the year
Basic 0.01 (0.02) 0.04 0.00
================================================
Diluted 0.01 (0.02) 0.04 0.00
================================================
Quarter ended Quarter ended
June 30 March 31
------------------------------------------------
2002 2001 2002 2001
Revenues 31,378 23,988 23,283 19,119
Cost of goods sold 25,942 20,180 19,979 16,454
------------------------------------------------
Gross profit 5,436 3,808 3,304 2,665
Selling, general and administrative expenses 3,223 2,494 2,983 2,380
------------------------------------------------
Earnings before the following 2,213 1,314 321 285
Interest expense (306) (519) (422) (489)
Interest and other income 97 143 111 87
Foreign exchange gain (loss) 466 (41) (4) 27
------------------------------------------------
257 (417) (315) (375)
------------------------------------------------
Earnings before income taxes 2,470 897 6 (90)
Provision for income taxes 766 372 (17) (112)
------------------------------------------------
Net earnings for the year 1,704 525 23 22
================================================
Net earnings per share for the year
Basic 0.04 0.02 0.00 0.00
================================================
Diluted 0.04 0.02 0.00 0.00
================================================
F-36
PART I - FINANCIAL INFORMATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
STAKE TECHNOLOGY LTD.
/s/ Steven R. Bromley
Date July 14, 2003
Stake Technology Ltd.
By Steven R. Bromley
Executive Vice President
& Chief Financial Officer
F-37
Certification
I, Jeremy N. Kendall, Chairman of the Board and Chief Executive Officer of Stake
Technology Ltd., certify that:
(1) I have reviewed this annual report on Form 10-K of Stake Technology Ltd.
for the year ended December 31, 2002,
(2) Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
(3) Based on my knowledge, the financial statements, and other information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report
is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this report (the "Evaluation Date"); and
c. Presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
(6) The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Jeremy N. Kendall
---------------------
Chairman & Chief Executive Officer
Stake Technology Ltd.
July 14, 2003
F-38
Certification
I, Steven R. Bromley, Executive Vice President and Chief Financial Officer of
Stake Technology Ltd., certify that:
(1) I have reviewed this annual report on Form 10-K of Stake Technology Ltd.
for the year ended December 31, 2002,
(2) Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary in order to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this report;
(3) Based on my knowledge, the financial statements, and other information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
(4) The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a. Designed such disclosure controls and procedures to ensure that
material information relating to the registrant including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report
is being prepared;
b. Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this report (the "Evaluation Date"); and
c. Presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of
the Evaluation Date;
(5) The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
(6) The registrant's other certifying officers and I have indicated in this
report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
/s/ Steven R. Bromley
---------------------
Executive Vice President & Chief Financial Officer
Stake Technology Ltd.
July 14, 2003
F-39
INDEX TO EXHIBITS
Exhibit No. Page No.
----------- --------
10O. Production Agreement and Addendum dated August 6, 2001
between The Hain Celestial Group and Nordic Aseptic,
Inc. (a wholly-owned subsidiary of the Company)
99.1 Certification by Jeremy Kendall, Chief Executive Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 Certification by Steven Bromley, Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.