WESTERN FOREST PRODUCTS INC. - 20-F/A - 20060104 - RESULTS_OF_OPERATIONS
RESULTS OF OPERATIONS - JULY 28, 2004 TO DECEMBER 31, 2004
SELECTED FINANCIAL INFORMATION 2004
----------------------------------------------
5 mths 4th Qtr 3rd Qtr
(millions of Canadian dollars-except per unit sales (July 28 to (Oct 1 to (July 28 to
prices and per share amounts) Dec 31) Dec 31) Sept 30)
------------ ------------ ------------
Average Exchange Rate - Cdn$ to purchase one US$ $ 1.2622 $ 1.2219 $ 1.3227
Sales volumes
Lumber - millions of board feet 293 158 135
Logs - thousands of cubic metres 527 236 291
Pulp - thousands of ADMT 126 74 52
Sales prices
Lumber - per thousand board feet $ 593 $ 557 $ 634
Logs - per cubic metre $ 113 $ 118 $ 109
Pulp - per ADMT $ 639 $ 601 $ 694
Net sales
Lumber $ 173.3 $ 87.8 $ 85.5
Logs 59.5 27.7 31.8
By-products 10.9 5.7 5.2
------------ ------------ ------------
Solid wood segment 243.7 121.2 122.5
Pulp segment 80.4 44.6 35.8
------------ ------------ ------------
324.1 165.8 158.3
Costs and expenses 322.1 181.6 140.5
------------ ------------ ------------
Operating earnings (loss) before amortization
(Operating EBITDA) 2.0 (15.8) 17.8
Amortization of property, plant and equipment 14.2 8.7 5.5
Operating earnings (loss) (12.2) (24.5) 12.3
------------ ------------ ------------
Other income and expense
Interest (19.8) (11.2) (8.6)
Exchange gains and (losses) on long-term debt 27.4 12.6 14.8
Other income (expense) (0.1) - (0.1)
------------ ------------ ------------
Earnings (loss) before income taxes (4.7) (23.1) 18.4
Income tax (expense) recovery (0.8) 3.5 (4.3)
------------ ------------ ------------
Net earnings (loss) $ (5.5) $ (19.6) $ 14.1
============ ============ ============
Basic earnings (loss) per share $ (0.21) $ (0.76) $ 0.55
Diluted earnings (loss) per share $ (0.21) $ (0.76) $ 0.55
Shares outstanding (000's) 25,636 25,636 25,636
Use of cash in operating activities $ (25.1) $ (22.8) $ (2.3)
Total assets(4) $ 696.4 $ 696.4 $ 730.9
Total long-term debt $ 253.5 $ 253.5 $ 265.4
Notes:
1. For ease of reference, we use the term "third quarter" to mean the period
from July 28, 2004 to September 30, 2004 and the term "fourth quarter" to
mean the period from October 1, 2004 to December 31, 2004.
2. The financial information presented has been prepared in accordance with
Canadian GAAP, with the exception of references to Operating EBITDA, as
discussed above.
3. Secured debt of US$210.9 million at December 31, 2004 (US$210.04 million
at September 30, 2004) represents the US$210 million proceeds (from the
issuance of Secured Bonds with an aggregate principal value of US$221
million) plus accretion of the discount on the issuance of the Secured
Bonds, translated at an exchange rate of 1.2020 at December 31, 2004
(1.2616 at September 30, 2004).
4. Total assets as at September 30, 2004 restated for final July 28, 2004
"fresh start" entries (see note 1(b) to our audited consolidated financial
statements).
Overview of the Period from July 28, 2004 to December 31, 2004
Overall, markets in the fourth quarter of 2004 were weaker for both lumber
and pulp compared to the period from July 28, 2004 to September 30, 2004 and the
Canadian dollar strengthened by 8% from an average of $1.3227 in the July 28 to
September 30, 2004 period to an average of $1.2219 in the fourth quarter. As a
result, operating earnings before amortization, or Operating EBITDA, went from
$17.8 million in the period July 28, 2004 to September 30, 2004 to negative
$15.8 million in the fourth quarter and in total was $2.0 million for the period
July 28, 2004 to December 31, 2004. In addition, net earnings of $14.1 million
for the period July 28, 2004 to September 30, 2004 became a loss of $19.6
million in the fourth quarter of 2004. We took action in an attempt to mitigate
the impact of the weaker markets on cash flow and prevent increases in log and
lumber inventory by curtailing production at our logging operations and sawmills
earlier than the normal planned shutdowns in the fourth quarter.
Sales for the period July 28, 2004 to December 31, 2004 totalled $324.1
million, of which $158.3 million related to the third quarter and $165.8 million
to the fourth quarter. The increase in sales reflects three months in the fourth
quarter compared to just over two months in the third quarter although the
increase due to this is not as high as might be expected as typically a
significant portion of our lumber and pulp sales occur near the end of a month
due to the timing of shipping of our lumber and pulp overseas by ocean vessels
and the sales for the third quarter benefited from the inclusion of the last 3
days of July. Fourth quarter sales were also negatively impacted by a stronger
Canadian dollar and lower sales prices for lumber and pulp. Total sales for the
period July 28, 2004 to December 31, 2004 comprised $243.7 million for the solid
wood segment (75% of the total) and $80.4 million for the pulp segment (25% of
the total).
Lumber sales for the period July 28, 2004 to December 31, 2004 totalled
$173.3 million and comprised $85.5 million in the July 28 to September 30, 2004
period and $87.8 million in the fourth quarter and were likewise impacted by the
timing of shipments and the price and foreign exchange factors described for
total sales above. Offsetting this to some degree was an 8% shift away from
hemlock to more valuable cedar and fir production in the fourth quarter.
Log sales for the period July 28, 2004 to December 31, 2004 totalled $59.5
million and comprised $31.8 million in the July 28, 2004 to September 30, 2004
period and $27.7 million in the fourth quarter. A lower volume of outside log
sales in the fourth quarter (236 km3 versus 291 km3 in the period July 28 to
September 30, 2004) resulted in large part from reduced pulp log sales to PASCI
for consumption in the Port Alice pulp mill. This pulp mill was sold by our
Predecessor to PASCI on May 11, 2004. PASCI ceased operation in October and has
subsequently filed under the Bankruptcy and Insolvency Act (Canada). As a
result, pulp log sales to PASCI declined from 116 km3 in the period July 28 to
September 30, 2004 to 34 km3 in the fourth quarter. Sales of pulp logs to PASCI
subsequent to May 11, 2004, all made on a cash-basis by our Predecessor and
ourselves, have been recorded as external sales made to a third party. Prior to
the pulp mill sale, our Predecessor recorded the log flow as an internal
transfer.
-34-
Pulp sales for the period July 28, 2004 to December 31, 2004 totalled
$80.4 million and comprised $35.8 million in the July 28, 2004 to September 30,
2004 period and $44.6 million in the fourth quarter and were also impacted by
the timing of shipments and the price and foreign exchange factors described for
total sales above.
Costs and expenses for the period from July 28, 2004 to December 31, 2004
totalled $322.1 million and comprised $140.5 million in the July 28, 2004 to
September 30, 2004 period and $181.6 million in the fourth quarter. The increase
in costs and expenses reflects three months in the fourth quarter compared to
just over two months in the third quarter. However, as noted previously since a
significant portion of our lumber and pulp sales occur near the end of a month
due to the timing of shipping of our lumber and pulp overseas, the sales and
therefore costs and expenses for the third quarter were higher as a result of
this inclusion. In addition, in accordance with our new accounting policy for
valuing log inventories, costs and expenses include an additional $6.5 million
write-down for the fourth quarter and $6.8 million write-down for the five-month
period ending December 31, 2004 to recognize the weaker pulp log market and an
increase in our inventories as at December 31, 2004. Costs and expenses also
includes a further $3.6 million for the fourth quarter and $6.8 million for the
five-month period ending December 31, 2004 to recognize the adoption of our new
policy to expense spur roads.
Amortization of property, plant and equipment for the period July 28, 2004
to December 31, 2004 was $14.2 million, comprising $5.5 million in the July 28
to September 30, 2004 period and $8.7 million in the fourth quarter.
Operating earnings (loss) for the period July 28, 2004 to December 31,
2004 was $(12.2) million, comprising $12.3 million in the July 28, 2004 to
September 30, 2004 period and $(24.5) million in the fourth quarter.
Interest expense of $19.8 million includes $17.0 million in interest on
the long-term debt. The debt is denominated in US dollars at a 15% interest
rate. The amount of interest in each period will fluctuate with changes in the
exchange rate. Interest on the long-term debt for the period of July 28 to
December 31, 2004 in the amount of $17.0 million was paid on December 31, 2004.
Interest expense also includes $1.1 million in accretion on the long-term debt
and $1.7 million in interest on the line of credit.
The $27.4 million gain on the debt translation is a non-cash gain that
affects earnings as the debt is marked to the current exchange rate. $14.8
million of the gain relates to the period July 28, 2004 to September 30, 2004
and $12.6 million relates to the fourth quarter reflecting the continuing
strengthening of the Canadian dollar from US$1.3325 at July 27, 2004 to
US$1.2616 at September 30, 2004 and US$1.2020 at December 31, 2004.
The provision for income taxes represents large corporations tax. We have
not recorded the tax benefit for the loss incurred during the period as we have
not met the requirements for recognition under Canadian GAAP.
As a result of the above factors, the net loss was $5.5 million and loss
per share was $0.21 for the period from July 28, 2004 to December 31, 2004.
Outlook
THE FOLLOWING CONTAINS FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS,
INCLUDING THOSE SET FORTH IN "ITEM 3. KEY INFORMATION - D. RISK FACTORS" WHICH
MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS, TO BE MATERIALLY
DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED
BY SUCH FORWARD-LOOKING STATEMENTS. SEE CAUTIONARY STATEMENTS UNDER "ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS - G. SAFE HARBOUR".
Lumber prices in the US have been stronger to the date of this report as
compared to late 2004 driven by continuing high US housing starts as well as
supply problems early in the year caused by very wet weather and rail car
shortages in western Canada. Prices have fallen off from the beginning of the
year and are currently quite volatile due to demand/supply imbalances. The US
dollar has also been recovering somewhat against the Canadian dollar over the
past few months. Although the number of new building permits issued in the US
remains high we are anticipating a softening in the market as we move into the
second half of the year if higher interest rates materialized as expected. The
Japanese market had a slow start to 2005 but we are expecting it to begin to
recover towards the middle of the year.
We anticipate increased availability of rail cars following the move of
our rail loading activity to a third party provider, and an increase in the
amount of dry lumber produced. The three kilns at our Saltair mill with a drying
capacity for dimension lumber of between 70-100 million board feet have been
brought back into service.
-35-
With respect to pulp markets, we have seen short term pricing weakness for
softwood kraft pulp due to production and consumption imbalances in the market
place. Producer inventories have risen as buyers de-stocked in the face of
stalled prices. For the market as a whole, the ratio of demand to capacity for
2005 is the highest it has been for many years. As a result, we expect to see
prices for softwood pulp firm in the latter half of 2005 as industry maintenance
curtailment takes effect and softwood demand improves.
We continue to pursue our strategy of managing our cash resources,
improving our operations and growing the business. In response to lower than
forecast sales and to reduce the amount of cash tied up in log and lumber
inventories we will be taking down-time at both our logging and sawmilling
operations over the summer. Taking this down-time should enable us to reduce our
log and lumber inventories by approximately $40 - $50 million and generate cash.
The operating performance of each of our assets, including our private
timber lands, will be reviewed during the balance of 2005. To some extent the
divisions had previously operated as autonomous business units. We believe
synergies may exist in considering the business on a more holistic basis. Such a
review will also consider the extent to which the current business can be grown
internally. We expect to dispose of assets that do not form part of our core
business.
Longer-term we believe that consolidation of the British Columbia coastal
forest industry will enhance the ability of coastal producers to compete in
world markets. We will consider suitable opportunities to be involved in this
consolidation as well as looking at other growth possibilities.
RESULTS OF OPERATIONS - 2004 VERSUS 2003 - COMPARISON TO THE RESULTS OF PRIOR
PERIODS OF OUR PREDECESSOR
To assist shareholders and other readers understand our business, the
following table compares the pro forma results of operations of the Company and
its Predecessor for the year ended December 31, 2004 (results of our Predecessor
for the period January 1, 2004 to July 27, 2004 are added to the Company's
results for the period from July 28, 2004 to December 31, 2004 with no
adjustment) with the results of the Predecessor for the years ended December 31,
2003 and 2002.
1. The figures have been restated to exclude the results of Port Alice pulp
mill and to include Port Alice pulp mill as discontinued operations of the
Predecessor.
-37-
Reconciliation of Operating EBITDA to net loss attributable to common shares:
Year Ended December 31
---------------------------------------------
2004 2003 2002
--------- ----------- -----------
Pro forma Predecessor Predecessor
Restated(1) Restated(1)
--------- ----------- -----------
Operating EBITDA $ 64.4 $ (11.6) $ 65.8
Amortization of property, plant and equipment (47.3) (46.0) (46.4)
Write-down of property, plant and equipment and operating
restructuring costs - (8.0) (8.8)
--------- ----------- ----------
Operating earnings (loss) 17.1 (65.6) 10.6
Interest expense (91.2) (100.8) (108.0)
Foreign exchange gain 3.2 189.2 10.2
Other income (expense) (6.0) 2.2 4.3
Financial restructuring costs (11.4) (7.8) (7.3)
Income taxes (0.9) (1.0) (0.8)
Net loss from discontinued operations (12.4) (19.9) (73.2)
Provision for dividends on preferred shares (2.8) (4.8) (4.5)
--------- ----------- ----------
Net loss attributable to common shareholders $ (104.3) $ (8.6) $ (168.6)
========= =========== ==========
Note:
1. The figures have been restated to exclude the results of Port Alice pulp
mill and to include Port Alice pulp mill as discontinued operations of the
Predecessor.
As described above, our results of operations are not necessarily
indicative of the results that may be expected for the full fiscal period or for
any other period and any comparisons of financial performance with our
Predecessor should be reviewed with caution.
Sales for 2004 increased by 22% to $757.8 million from $621.1 million in
2003. Increases were achieved across all active segments.
Sales for solid wood increased 26% to $576.2 million in 2004 from $457.2
million in 2003. This increase reflects:
- An 11% upturn in lumber market prices from an average price per mfbm
of $552 in 2003 to $613 in 2004. As most of our lumber sales are
quoted in US dollars, the Canadian lumber prices were adversely
affected by the foreign exchange rate that went from an average of
US$1.4132 in 2003 to an average of US$1.3041 in 2004. Lumber sales
volumes also increased by 12% to 669 MMfbm in 2004 from 596 MMfbm in
2003 reflecting strong markets and a new marketing program in the
North Eastern United States.
- Log sales in 2004 increased to $140.5 million from $106.5 million in
2003. Sales volume increased by 66% as a result of increased log
production and the sale of pulp logs to PASCI in 2004. Log sales to
PASCI in 2004 by our Predecessor and ourselves totalled 342 km3 at
an average price of $55 per m3. Prior to the sale of the mill by our
Predecessor to PASCI in May 2004, our Predecessor would have
transferred these pulp logs internally and would not have recorded
them as an external sale. The increase in the sales of lower value
pulp logs to PASCI during 2004 also had the effect of pulling down
the average log price realised in 2004 to $118 per m3 from $148 per
m3 in 2003.
Overall sales for the pulp segment increased to $181.6 million in 2004
from $163.9 million in 2003. The sales volume of kraft pulp was similar in the
two years, however the sales price increased by $63 per ADMT.
Operating EBITDA increased by $76.0 million from $(11.6) million in 2003
to $64.4 million in 2004. The primary factors for this increase were a $62.3
million increase in Operating EBITDA for the solid wood segment, due to
increased lumber prices and increased log sales volumes plus an $18.0 million
increase in Operating EBITDA for the pulp segment as a result of higher kraft
pulp prices.
The adoption, effective July 28, 2004, of the accounting policy to expense
rather than capitalize spur roads resulted in EBITDA for 2004 being $6.8 million
lower than it would otherwise have been. In addition, the new accounting
policies implemented on the same date to perform the lower of cost and market
test for logs by sawlog and pulplog instead of in total resulted in EBITDA being
lower for 2004 than it would otherwise have been by $6.8 million.
Cost of goods sold increased to $570.0 million in the 2004 Proforma period
compared to $528.9 million in 2003 due to the higher volumes of lumber, logs and
pulp sold as well as the $13.6 million impact of the adoption of the new
accounting policies described in the preceding paragraph.
Anti-dumping and countervailing duties expense increased to $45.0 million
in the 2004 Proforma period compared to $36.1 million in 2003 due to an increase
in the volume of softwood lumber shipments to the United States in 2004.
Freight expenses increased by 13% to $56.2 million in the 2004 Proforma
period compared to $49.6 million in 2003 primarily as a result of the increase
in lumber sales from 596 million board feet in 2003 to 669 million board feet in
2004.
Selling and administration costs increased to $22.2 million in the 2004
Proforma period compared to $18.1 million in 2003 and is primarily attributable
to reorganization expenses and legal and consulting costs with respect to
evaluating corporate strategies. The general corporate caption included in
Operating EBITDA refers to corporate administration costs only, excluding
selling costs, and increased for the same reasons as noted above for selling and
administration costs.
Amortization of property, plant and equipment increased to $47.3 million
in the 2004 Proforma period compared to $46.0 million in 2003. The periods are
not strictly comparable due to the implementation of "fresh start" accounting by
Western on July 28, 2004 and the change in accounting policy to expense spur
roads that was implemented on the same date. The implementation of "fresh start"
accounting resulted in the amortization of property, plant and equipment expense
being $9.4 million less than it would otherwise have been.
-38-
Interest expense on a proforma basis for 2004 of $91.2 million compares to
$100.8 million in 2003 for our Predecessor. The decrease is attributable to the
different capital structure of Western after July 28, 2004 compared to our
Predecessor as a result of the implementation of the Plan.
The proforma foreign exchange gain for 2004 of $3.2 million compares to
$189.2 gain recorded by our Predecessor. The gain relates to both Western and
our Predecessor's long-term debt denominated in US dollars. The larger gain in
2003 compared to the 2004 proforma is attributable to the larger change in the
US dollar exchange rate from the end of 2002 to the end of 2003 compared to the
movement in 2004 as well as our lower debt balance following the implementation
of the Plan.
Other income (expense) was an expense of $6.0 million in the 2004 Proforma
period compared to income of $2.2 million in 2003. The 2004 expense is primarily
attributable to the write-down of non-trade receivables with respect to amounts
paid out under a previous line of credit that the Company is disputing as well
as receivables from the BC government with respect to capital tax that are
deemed to be not collectible. The income in 2003 primarily relates to gains
recorded on the sale of surplus properties.
Financial restructuring costs relates to costs incurred by our Predecessor
with respect to establishing and implementing the Plan.
Discontinued operations represents the net loss incurred by our
Predecessor in operating the Port Alice pulp mill. The mill was sold by our
Predecessor in May 2004.
As a result of the above factors proforma net loss attributable to common
shares was $104.3 million compared to a net loss of $8.6 million in 2003. The
net loss attributable to common shares is after the provision of a dividend to
the preferred shareholders of our Predecessor in the amount of $2.8 million for
the 2004 proforma and $4.8 million in 2003.
The proforma results for 2004 includes a gain of $513.2 million recorded
by our Predecessor directly against the deficit with respect to the net
liabilities of our Predecessor extinguished on the implementation of the Plan.
RESULTS OF OPERATIONS - 2003 VERSUS 2002 - COMPARISON OF THE RESULTS OF
PREDECESSOR
In 2003, the Predecessor's sales decreased by approximately 5% to $621.1
million from $655.7 million in 2002 as a result of a reduction in sales in the
solid wood segment offset in part by an increase in sales in the pulp segment.
Sales for the solid wood segment decreased by approximately 13% to $457.2
million in 2003 from $525.4 million in 2002, as a result of lower average sales
realizations for lumber reflecting the stronger Canadian dollar in 2003, and
lower outside log sales volume and prices.
Sales for the pulp segment increased to $163.9 million in 2003 from $130.3
million in 2002, mostly as a result of higher sales volumes for kraft pulp.
Although kraft prices, measured in US dollars, were also higher in 2003 than
2002, the stronger Canadian dollar resulted in marginally lower average sales
prices in Canadian dollars.
Cost of goods sold in 2003 increased to $528.9 million from $484.3 million
in 2002 primarily as a result of increased pulp sales volume of 60,350 ADMT. In
addition, the Squamish pulp mill took 15 days of downtime to carry out scheduled
maintenance work in 2003 at a cost of approximately $12 million. No major
maintenance shutdown had taken place in 2002 as market conditions had made it
unnecessary.
Softwood lumber duties increased to $36.1 million in 2003 from $22.3
million in 2002 reflecting the impact of duties for the full 2003 year compared
to 2002 when duties commenced in May, and a $12.4 million refund in 2002
relating to the prior year.
Amortization of property, plant and equipment decreased to $46.0 million
in 2003 from $46.4 million in 2002. The decrease is attributable to the solid
wood segment, in particular to lower amortization of logging roads, resulting
from lower production levels in 2003, offset by higher amortization as a result
of increased production at the Squamish pulp mill.
The Predecessor's term debt of US $673 million at December 31, 2003 and
2002 was denominated in US dollars. The cash component of interest expense
decreased to $96.4 million in 2003 from $102.7 million in 2002 as a result of
the strengthening Canadian dollar. As a result of the CCAA Court order, interest
payments were stayed after November 7, 2002, but continued to be accrued.
Translating the term debt at current exchange rates resulted in an unrealized
foreign exchange gain of $189.2 million in 2003 compared to $10.2 million in
2002. The year end exchange rates for the US dollar at December 31, 2003, 2002
and 2001 were 1.2965, 1.5776 and 1.5928.
The write-down of property, plant and equipment relates to write-downs and
severance payments to employees at our Predecessor's sawmills in both years.
-39-
As previously noted, financial restructuring costs represents the costs
incurred by our Predecessor in establishing and implementing the Plan and
discontinued operations represents the net loss incurred by our Predecessor in
operating the Port Alice pulp mill that was sold by them in May, 2004.
Net earnings from continuing operations was $16.1 million or $0.27 per
share in 2003 compared to a loss of $90.9 million or $2.25 per share in 2002.
After the loss on discontinued operations and the provision for dividends on the
preferred shares there was a net loss of $8.6 million or $0.20 per share in 2003
compared to a loss of $168.6 million or $3.97 per share in 2002.
B. LIQUIDITY AND CAPITAL RESOURCES
(millions of Canadian dollars) Year Ended December 31,
--------------------------
Jul. 27 - Dec. Jan. 1 - Jul. 27,
31, 2004 2004 2003 2002
Company Predecessor Predecessor Predecessor
Restated(1) Restated(1) Restated(1)
-------------- ---------------- ----------- -----------
Cash generated from (used by):
Cash from (used by) continuing operations $ (25.0) $ 0.4 $ 47.5 $ (19.5)
Cash used by discontinued operations - (2.3) (30.7) (8.5)
Cash from (used by) operating activities (25.0) (1.9) 16.8 (28.0)
Cash from financing activities 28.4 19.3 8.6 19.4
Cash used by investing activities (12.0) (22.3) (26.4) (15.0)
-------------- ---------------- ----------- -----------
Decrease in cash $ (8.6) $ (4.9) $ (1.0) (23.7)
============== ================ =========== ===========
Note:
1. Restated to include Port Alice pulp mill as discontinued operations.
Our principal sources of liquidity are cash on hand, the unused portion of
our Working Capital Facility, cash flow generated from operations and working
capital.
At December 31, 2004 we had a cash balance of $8.0 million plus available
credit of $12.8 million under our Working Capital Facility to meet our
operational requirements. By March 31, 2005, these amounts had increased to
$12.0 million and $29.8 million respectively. On March 24, 2005, we established
a working capital reserve account as defined in the Secured Bond Indenture with
a permissible ceiling of up to $50.0 million. Proceeds from asset sales will be
credited to the reserve account and be available for operational requirements,
if needed. At March 31, 2005, proceeds from asset sales amounted to $21.3
million and now form the balance in the working capital reserve account and are
shown on the balance sheet as restricted cash. A further $11.7 million was
credited to the account following the sale of one of our former mill sites
subsequent to the quarter end increasing the balance in the account to $33.0
million.
Cash consumed in operations for the period from July 28, 2004 to December
31, 2004 was $25.0 million, of which $22.8 million arose in the fourth quarter
primarily as a result of the payment of the bond interest of $17.0 million made
on December 31, 2004. Interest was paid in full as we elected not to defer
payment of 50% of the interest payable as permitted under the terms of the bond
indenture. Working capital increased in the five month period and used $5.8
million of cash primarily as a result of the reduction in accounts payable and
accruals due to the lower levels of logging activities at the end of the year.
As discussed earlier, we curtailed logging production and shutdown the sawmills
for a longer period than the normal year end shutdowns as a measured response to
the weak lumber markets to conserve cash flow. Capital expenditures totalled
$11.6 million, with the major portion, $6.3 million, being spent on the
construction of logging roads with the balance spent as to $2.6 million on
equipment for the sawmills and $2.7 million on logging equipment. Overall, we do
not expect significant changes in the capital expenditure requirements of the
business for 2005 compared to the five months to December 31, 2004.
Our revolving Working Capital Facility was drawn down in the five month
period by $28.4 million to a balance of $78.1 million as at December 31, 2004 to
finance these outlays.
Long-term debt consists of secured debt denominated in US dollars. On
translation into Canadian dollars, it declined from $279.8 million at July 28,
2004 to $253.5 million at December 31, 2004 as a result of the strengthening
Canadian dollar ($27.4 million) offset in part by the accretion ($1.1 million)
for the discount on its issuance.
-40-
Outlook
THE FOLLOWING CONTAINS FORWARD-LOOKING STATEMENTS. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS,
INCLUDING THOSE SET FORTH IN "ITEM 3. KEY INFORMATION - D. RISK FACTORS" WHICH
MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS, TO BE MATERIALLY
DIFFERENT FROM FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED
BY SUCH FORWARD-LOOKING STATEMENTS. SEE CAUTIONARY STATEMENTS UNDER "ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS - G. SAFE HARBOUR".
At the current market prices for our products and our current cost
structure, we are not currently generating sufficient cash from operations to
enable us to service both our long-term debt obligations and to take the actions
we deem necessary to reduce costs, improve productivity and expand the markets
for our products. As discussed above, we consumed $37 million in cash from
operating and investing activities during the period from July 28, 2004 to
December 31, 2004 which included the $17 million bond interest payment. These
activities were primarily funded by our Working Capital Facility. For the
quarter ended March 31, 2005 we generated cash flow of $15.2 million from
operations including $12.0 million from working capital reductions and spent
$2.5 million of cash on capital expenditures. Excluding the working capital
movements we generated cash of $0.8 million in the first quarter of 2005.
At March 31, 2005 we had a cash balance of $12.0 million, availability
under the Working Capital Facility of $29.8 million and the working capital
reserve account available of $33.0 million (including the proceeds of the sale
of the Silvertree mill site received in April 2005) for a total of $74.8 million
of available liquidity. Due to the highly cyclical nature of our business we
believe we need available liquidity of approximately $50 million to enable us to
have sufficient reserve for market downturns. We believe our working capital is
sufficient to meet our short term requirements.
Management's key focus for the remainder of 2005 is on the management of
cash flow and improvement in the Company's financial position. We plan to
achieve this through a review of the operating results for each of our assets
including our private timberlands, the sale of non-core assets, the refinancing
of our long-term bonds with lower interest debt, the rigorous review of capital
projects and working capital management.
We have elected to defer payment of 50% of the interest due on June 30,
2005 as permitted under the terms of the Secured Bond Indenture. This action was
taken as a precautionary measure to maintain the Company's liquidity. There are
a number of individually significant cash outlays that occur during the June,
July and August, 2005 time period for items such as the bond interest payment,
property taxes, vacation pay and the Squamish pulp mill annual maintenance
program, that, when combined, would deplete our liquidity. The unpaid interest
amounting to approximately $10.3 million carries interest at 15% and can be
repaid at anytime during the Secured Bonds' life, and in any event no later than
July 28, 2009.
The availability of cash under our Working Capital Facility is based on
the level of eligible trade receivables and product inventory. The maximum
amount of the facility is $100 million but may be less if the eligible trade
receivables and product inventory calculations do not support it. As noted
earlier, we will be taking downtime at both our logging and sawmilling
operations over the summer of 2005 with the objective to reduce the amount of
cash tied up in log and lumber inventories by $40-$50 million. These actions
will likely reduce the total amount that the Company can have outstanding under
this facility to less than $100 million. However, as the cash generated from the
reductions in inventory levels will be applied to reduce the amount drawn under
the Working Capital Facility the net availability is expected to increase and
interest expense will decrease accordingly.
We are developing a strategic plan for the business and its capital
structure. This plan will be designed to increase the cash flows generated by
the business and may include the sale or closure of existing operations,
non-capital and capital expenditure plans to reduce costs and improve
productivity, marketing plans to increase both the value and extent of our
sales, the reduction in borrowing costs and potential transactions with other
coastal producers to grow the business. As discussed previously, we believe our
debt burden is too high. The strategic plan will likely include consideration of
ways to reduce the debt burden and may include a refinancing of existing debt,
reducing the overall level of debt through the use of existing cash resources,
proceeds from the sale of any non-core assets and a common share equity
offering, or any combination thereof. Our ability to implement this plan will
depend on us having sufficient financial resources. There can be no guarantee
that we will be able to obtain the necessary financing and resources to
undertake our plan.
See "Item 10. Additional Information - B. Articles and Bylaws - Secured
Bonds - Working Capital Facility" for a discussion of our Secured Bond Indenture
and Working Capital Facility.
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C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES
Silviculture and tree improvement research is conducted primarily by our
employees at our Saanich Forestry Centre on Vancouver Island and at our Port
McNeill forest operations. The Centre is located north of Victoria, British
Columbia and was founded in 1964. It has seed orchards, a seedling nursery with
an annual capacity of approximately 3 million seedlings, and a laboratory that
provides technical support to maintain seed and seedling quality. The Centre
provides us with the ability to select and breed trees with superior growth and
form that should improve the quality and quantity of timber produced over time.
The Centre's nine seed orchards occupy 15 hectares and produce Douglas fir,
western hemlock, western red cedar and Sitka spruce seed with improved
properties. Yellow cedar hedges are also maintained for the production of
improved cutting material. The nursery supplies our requirements for most
species of seedlings. We, together with our Predecessor, spent approximately
$641,000 on growth and yield studies, tree improvement and silviculture research
in 2004.
Our Squamish pulp mill has in-house laboratories and testing facilities
for quality control and performance improvement. We also use the services and
technical expertise of independent laboratories.
Our logging and sawmilling operations also investigate new equipment and
methods to improve operational efficiencies. We are a member of the Forest
Engineering Research Institute of Canada which conducts research into forestry
activities related to the harvesting and transportation of wood and the growing
of trees.
D. TREND INFORMATION
COMPETITIVE POSITION AND CYCLICAL NATURE OF BUSINESS
We compete at both a domestic and international level with a large number
of forest products firms, ranging from very large integrated firms to smaller
specialty firms. Many of these competitors have substantially greater financial
and operating resources than we have. We also compete indirectly with firms that
manufacture substitutes for solid wood products, including non-wood and
engineered wood products. The markets for pulp and lumber are highly competitive
and sensitive to cyclical changes in industry capacity and the economy, both
domestically and international. Changes in the level of competition, industry
capacity and the global economy have a significant impact on our selling prices
and overall profitability. Our competitive position is influenced by the
availability, quality and cost of fibre, energy and labour, and its plant
efficiencies and productivity in relation to our competitors.
PRODUCT PRICING
The pricing for our products is subject to significant changes in both the
short and long term as discussed above.
On an annualized basis we estimate that (i) a change of $50 per thousand
board feet of lumber would impact operating earnings, net earnings and per share
earnings by approximately $35 million, $23 million and $0.88 per share
respectively, and (ii) a change of $50 per air dried metric tonne ("ADMT") of
pulp would impact operating earnings, net earnings and per share earnings by
approximately $14 million, $9 million and $0.35 per share respectively.
Our financial performance is also dependent on the rate at which we
utilize our production capacity. When capacity utilization is reduced in
response to weak demand for our products, our cost per unit of production
increases, and our profitability decreases.
FOREIGN CURRENCIES
Since a significant amount of our sales are conducted in international
markets, our financial results are subject to foreign currency rate
fluctuations. In particular, all of our pulp sales are made in U.S. dollars, as
are our lumber sales to the U.S. As a result, a significant amount of our sales
revenue is denominated in U.S. dollars, while a large proportion of our costs
(other than interest expense on our Secured Bonds) are in Canadian dollars.
On an annualized basis, excluding the effect on our long-term debt, we
estimate that a change of 1% in the value of the Canadian dollar per US$1.00
would impact operating earnings, net earnings and per share earnings by
approximately $4.1 million, $2.7 million and $0.10 per share respectively.
All of our long term debt of US$210.9 million at December 31, 2004, is
denominated in $US. The exchange rate at December 31, 2004, was $1.2020. A 1%
change in the US dollar has an effect of $2.5 million on our Secured Bonds and
an effect of $0.3 million on our interest expense on our Secured Bonds when
translated into Canadian dollars.
-42-
As at December 31, 2004, we did not have any forward foreign currency
contracts outstanding.
Significant variations in relative currency values, particularly a
significant increase in the value of the Canadian dollar relative to the US
dollar, could have a material adverse effect on our business, financial
condition, results of operations and cash flows.
CRITICAL ACCOUNTING ESTIMATES
Recoverability of Property, Plant and Equipment and other Long-term Assets
We assess the recoverability of our property, plant and equipment and
other long-term assets by projecting the future cash flows to be generated by
our manufacturing plants. These projections require estimates to be made
regarding future commodity prices, foreign currency exchange rates, sales
volumes, production volumes, operating costs and renewal of licenses and
permits. There is a high degree of uncertainty in estimating future cash flows,
primarily as a result of the uncertainty regarding future prices for
commodities, foreign exchange rates and operating costs. The application of
different assumptions for commodity prices, foreign exchange rates and operating
costs could result in a conclusion that we would not recover the carrying amount
of our property, plant and equipment and other long-lived assets, which could
result in a material charge to earnings.
Reforestation Liabilities
We accrue our reforestation liabilities based on estimates of future costs
at the time the timber is harvested. The estimate of future reforestation costs
is based on a detailed analysis for all areas that have been logged and includes
estimates for the extent of planting seedlings versus natural regeneration, the
cost of planting including the cost of seedlings, the extent and cost of site
preparation, brushing, weeding, thinning and replanting and the cost of
conducting surveys. Our registered professional foresters conduct the analysis
that is used to estimate these costs. However, these costs are difficult to
estimate and can be affected by weather patterns, forest fires and wildlife
issues that could impact the actual future costs incurred and result in material
adjustments.
Valuation of Inventory
We value our inventories at the lower of cost and net realizable value. We
estimate net realizable value by reviewing current market prices for the
specific inventory based on recent sales prices and current sales orders. If the
net realizable value is less than the cost amount, we will record a write-down.
The determination of net realizable value at a point in time is generally both
objective and verifiable. However, changes in commodity prices can occur
suddenly which could result in a material write-down in inventories in future
periods.
Softwood Lumber Duties
Softwood lumber duties represent contingent liabilities that require a
cash deposit to be paid to US customs in order to ship softwood lumber products
into the US. We have expensed softwood lumber duties based on the deposit
amounts paid to US customs. The actual amount of the duties for softwood lumber
products shipped will depend on the outcome of the USDOC administrative reviews,
various challenges and appeals made to NAFTA panels, WTO panels and reviewing
courts or on a negotiated settlement. Any difference between the deposit rate
paid either by us or our Predecessor and the rate established on administrative
review will be refunded to or paid by us, plus interest on the final settlement
after all appeals. The actual amount paid in the future for softwood lumber
duties on shipments made in current periods could be materially different than
the amounts paid and expensed.
Valuation of Accounts Receivable
We record an allowance for doubtful collection of accounts receivable
based on our best estimate of any potential uncollectable amounts. The best
estimate considers past experience with our customer base and a review of
current economic conditions and specific customer issues. We have significant
exposure to individual customers with the largest customer representing
approximately 11% of sales for the period from July 28, 2004 to December 31,
2004. However, all of our sales are either made on a cash basis, without credit
terms, or are insured or backed by letters of credit for 90% of their sales
value with the Export Development Corporation. Although we and our Predecessor
have not had significant bad debt expenses in prior periods, deteriorating
economic conditions could result in financial difficulties in our customer base
that could lead to bad debts. In addition, although our sales are not
concentrated in any particular customer, accounts receivable balances with
particular customers can be material at any given time.
-43-
Pension and Other Post Retirement Benefits
We have defined benefit pension plans and post-retirement medical and
health benefit plans for our officers and employees. We retain independent
actuarial consultants to perform actuarial valuations of plan obligations and
asset values, and advise on the amounts to be recorded in the financial
statements. Actuarial valuations include certain assumptions that directly
affect the fair value of the assets and obligations and expenses recorded in the
financial statements. These assumptions include the discount rate used to
determine the net present value of obligations, the return on plan assets used
to estimate the increase in the plan assets available to fund obligations and
the increase in future compensation amounts and medical and health care costs
used to estimate obligations. Actual experience can vary materially from the
estimates and impact the cost of our pension and post retirement medical and
health plans and future cash flow requirements.
Environment
We disclose environmental obligations when known and accrue the cost
associated with the obligations when they are known and the costs can be
reasonably estimated. We own a number of manufacturing sites that have been in
existence for a significant period of time and as a result may have unknown
environmental obligations. However, until the sites are decommissioned and the
property, plant and equipment are removed a detailed environmental review cannot
be completed. Until these reviews are performed, a reasonable cost estimate of
the obligations, if any, cannot be determined.
CHANGES IN ACCOUNTING POLICIES
We have adopted the following accounting policies effective July 28, 2004,
which policies differ from those applied by our Predecessor.
Our accounting policy for logging roads expenses the cost of spur roads in
the period the work is incurred. For intermediate and mainline roads, our
practice is to capitalize the road cost. Intermediate roads are then amortized
over the estimated timber volume that the road services whereas mainline roads
are amortized on a straight line basis over a maximum of 20 years. This policy
broadly reflects industry practice. Our Predecessor's past practice was to
capitalize all roads and amortize them over the estimated timber volume. The new
policy will reduce the amount of road spending that is capitalized compared to
what it would otherwise have been. Although the overall impact on total expenses
over time should not be significant, for financial statement presentation
purposes it will effectively result in the transfer of expenses from
amortization expense to operations expense and thus a reduction in Operating
EBITDA.
As of July 28, 2004, our accounting policy is to value inventory at the
lower of cost and net realizable value as follows:
- for lumber, we compare the average cost of the inventory to the
estimated net realizable value for each species of lumber (hemlock,
fir and cedar) separately;
- for logs, we compare the average cost of the inventory to the
estimated net realizable value for saw logs and pulp logs,
separately; and
- for NBSK pulp, we compare the average cost of the inventory to the
estimated net realizable value for total pulp inventory.
We believe that this policy results in a preferable approach to the
valuation of inventory in that unrealized losses on lower value lumber and pulp
log inventory are recognized immediately whereas the unrealized profits in
higher value lumber and log inventories are recognized when sold.
The practice of our Predecessor was to compare the average cost of
inventory to the net realizable value for lumber, logs and NBSK pulp on a total
basis for each.
Our Predecessor's consolidated financial statements have not been adjusted
for our newly adopted accounting policies.
RISKS AND UNCERTAINTIES
See "Item 3. Key Information - D. Risk Factors" for risks and
uncertainties that may have a material effect on the operations of the Company.
-44-
E. OFF-BALANCE SHEET ARRANGEMENTS
We do not have any financial instruments not recognized in our financial
statements. Recognized financial instruments, consisting primarily of debt
instruments, are discussed elsewhere in this discussion and analysis. We did not
use any derivative financial instruments during the period from July 28, 2004 to
December 31, 2004.
We do not have any off-balance sheet arrangements as at December 31, 2004
or related party transactions during the period from July 28, 2004 to December
31, 2004.
F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATION
The following table summarizes our contractual obligations at December 31,
2004 and our payments due for each of the next five years commencing December
31, 2005 and thereafter:
1. The amount shown for long-term debt represents the US$221 million Secured
Bonds translated at the December 31, 2004 exchange rate of $1.2020. This
amount is different to the Balance Sheet figure of $253.5 million due to the
original issue discount of US$11 million which is being amortized over the 5
year term of the Secured Bonds.
2. Interest on the Company's US$221 million 15% Secured Bonds is payable on June
30 and December 31 of each year and has been calculated using the exchange
rate in effect on December 31, 2004 of $1.202. The above table assumes that
the Company pays the full amount of interest due on each payment date. The
Company does have the option to defer 50% of the interest due and payable on
each payment date under the terms of the secured bond indenture.
3. Pension and other post retirement benefit obligations are not included in the
table above. The Company expects to incur total cash outlays of approximately
$3.5 million related to these plans in 2005. Contributions beyond this date
are not readily determinable due to the amounts being dependent on future
employment levels, the economic environment and the return on pension assets.
Other post retirement benefits are unfunded arrangements and future cash
requirements will reflect health care cost trends and demographic changes.
Refer to note 11 to our audited consolidated financial statements for
additional information.
G. SAFE HARBOUR
This annual report contains statements which constitute forward-looking
statements within the meaning of the United States Securities Exchange Act of
1934. Those statements appear in a number of places in this document and include
statements regarding our intent, belief or current expectations primarily with
respect to market and general economic conditions, future costs, expenditures,
available harvest levels and our future operating performance. Such statements
may be indicated by words such as "estimate", "expect", "anticipate", "plan",
"intend", "believe", "will", "should", "may" and similar words and phrases.
Readers are cautioned that any such forward-looking statements are not
guarantees and may involve risks and uncertainties, and that actual results may
differ from those in the forward-looking statements as a result of various
factors, including general economic and business conditions, product selling
prices, raw material and operating costs, changes in foreign currency exchange
rates, changes in government regulation, fluctuations in demand and supply for
our products, industry production levels, our ability to execute our business
plan and misjudgements in the course of preparing forward-looking statements.
The information contained in this report identifies important factors, including
the risks set forth in "Item 3. Key Information - D. Risk Factors", that could
cause such differences. All subsequent written and oral forward-looking
statements attributable to us or persons acting on our behalf are expressly
qualified in their entirety by such cautionary statements.
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. DIRECTORS AND SENIOR MANAGEMENT
At each annual general meeting, the entire board of directors of Western
retires and directors are elected for the next term. Each director serves until
the close of the next annual general meeting or until his successor is elected
or appointed unless his office is earlier vacated in accordance with our
Articles or with the provisions of the CBCA. Our officers serve at the
discretion of the Board.
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DIRECTORS
The following sets forth the names, provinces of residence and principal
occupations of the directors of Western as of the date hereof (the information
concerning the respective directors has been furnished by each of them).
NAME AND PROVINCE AND
COUNTRY OF RESIDENCE POSITION WITH WESTERN DIRECTOR SINCE
--------------------- --------------------- --------------
JAMES ARTHURS(1)(2)(3) .............. Director July 27, 2004(5)
BC, Canada
LEE DONEY(2)(3) ..................... Director July 27, 2004(5)
BC, Canada
PETER GORDON(1) (4) ................. Director July 27, 2004(5)
ON, Canada
REYNOLD HERT ........................ President, Chief Executive Officer and Director October 4, 2004
BC, Canada
JOHN LACEY(3)(4) .................... Director July 27, 2004(5)
ON, Canada
JOHN MACINTYRE(1)(3) ................ Director and Chairman of the Board July 27, 2004(5)
ON, Canada
JOHN B. NEWMAN(1)(3)(4) ............. Director July 27, 2004(5)
ON, Canada
(1) Member of the Audit Committee.
(2) Member of the Environmental, Health and Safety Committee.
(3) Member of the Nominating and Corporate Governance Committee.
(4) Member of the Management Resources and Compensation Committee.
(5) Initially appointed in accordance with the Plan.
James Arthurs, Director
Mr. Arthurs is and has been since 2004, the Senior Vice President, Sales &
Marketing for Integrated Paving Concepts Inc., a manufacturer of equipment,
tooling and high technology coatings for the decorative asphalt industry. Prior
to joining Integrated Paving Concepts, Mr. Arthurs was Managing Director,
Operations, for The Jim Pattison Group, one of Canada's largest privately-held
companies, from 2002 through 2004. From January 2002 to May 2002 he was the Sr.
Vice-President and Chief Information Officer for Alderwoods Group, Inc.
(emergent company of the Loewen Group, operating funeral homes and operations
within North America and the U.K.) and from May 2000 to January 2002, he was
with the Loewen Group. The Loewen Group was the subject of CCAA proceedings in
Canada and Chapter 11 proceedings in the U.S. from June 1, 1999 to December 31,
2001. Previous positions included Vice President, Residential and Industrial
Operations for Trus Joist, A Weyerhaeuser Company; and General Manager, Building
Materials Distribution for MacMillan Bloedel Limited. In addition, Mr. Arthurs
spent 16 years with IBM in a wide range of sales and management positions. Mr.
Arthurs holds a Bachelor of Science Degree in Computer Science from the
University of Calgary.
Lee Doney, Director
Mr. Doney is an independent consultant through his company, RLD
Strategies. He is a director on the Community Living Board of the Provincial
Government and the Chair of the Board of Columbia Power Corporation. Mr. Doney
was a Deputy Minister in the British Columbia Government for over 15 years and
served in a number of other posts in the government. Most recently, he was
Deputy Minister of Skills and Development and Labour from June 2001 until his
retirement in April 2004. Mr. Doney's previous responsibilities include Deputy
Minister of Forests; Chief Executive Officer of Forest Renewal BC; Interim
Chair, Industry Training and Apprenticeship Commission; Chief Executive Officer
of the British Columbia Labour Force Development Board; Chairman of the Workers
Compensation Board of Governors; Executive Director to the Provincial Round
Table on the Environment and the Economy; and Executive Director for the BC
Treaty Commission. He has a Masters Degree in Economics from Queens University.
-46-
Peter Gordon, Director
Mr. Gordon is currently Managing Partner, Restructuring of Brascan
Corporation, where he is co-manager of the Tricap Restructuring Fund, a $415
million fund providing investment capital and management assistance to companies
experiencing financial or operational difficulties. He joined Brascan in 1998
where he has been directly involved in its investment banking and merchant
banking activities. Prior to 1998, he spent over fifteen years in the Canadian
mining industry in the marketing, operating and finance areas with Westmin
Resources Limited and Noranda Inc. Mr. Gordon is currently a director of Vicwest
Corporation and Northgate Minerals Corporation. He holds an MBA in addition to
an engineering degree.
Reynold Hert, President, Chief Executive Officer and Director
Mr. Hert was appointed President, CEO and Director of Western on October
4, 2004. Prior to that he had spent 12 years with Weyerhaeuser in various roles,
most recently in Kamloops, B.C., as Vice President, Canadian Forestlands and
previously as Vice President, Canadian SPF Lumber. Mr. Hert joined Weyerhaeuser
as part of the acquisition of Proctor & Gamble Grande Prairie assets. He managed
the Grande Prairie sawmill at the time. He started in the Canadian forest
industry while a forestry student at the University of Toronto, working in
timber cruising in Ontario and Alberta. Mr. Hert has a Bachelor of Science
Degree (Forestry) from the University of Toronto.
John Lacey, Director
Mr. Lacey became the Chairman of the Board of Directors of Alderwoods
Group, Inc. (emergent company of Loewen Group, operating funeral homes and
cemeteries within North America and the U.K.), on January 2, 2002. From January
1999 to January 2002, Mr. Lacey was the Chairman of the Board of Directors of
the Loewen Group Inc., of which he was a director from December 1998 (The Loewen
Group was the subject of proceedings in Canada and Chapter 11 proceedings in the
U.S. from June 1, 1999 to December 31, 2001). From July 1998 to November 1998,
he was President and Chief Executive Officer of The Oshawa Group Ltd. in
Toronto, Ontario. From November 1996 to July 1998, he was President and Chief
Executive Officer of WIC Western International Communications Inc. in Vancouver,
British Columbia. Prior to that, Mr. Lacey served as President and Chief
Executive Officer of Scott's Hospitality Inc. from 1990 to 1996. Mr. Lacey
currently is a director of TELUS, Canadian Tire Corp., CIBC and Cancer Care
Ontario and the Chairman of Doncaster Racing Inc. and Doncaster Consolidated
Ltd. In addition, Mr. Lacey is a member of the advisory board of Tricap.
John MacIntyre, Director and Chairman of the Board
Mr. MacIntyre is, and has been since 2004, a partner in Birch Hill Private
Equity (a successor to TD Capital's Private Equity Fund). From 2002 to 2004, he
was an independent financial advisor. Until February 2002, Mr. MacIntyre was a
Senior Vice-President of The Toronto-Dominion Bank, and Vice Chair, Global Head,
Investment Banking, TD Securities. As Vice Chair, Investment Banking, he was
responsible for global investment banking, corporate credit, trade finance and
correspondent banking. Prior to joining TD Securities in 1987, Mr. MacIntyre was
with Ernst & Young. Mr. MacIntyre has been a director of several public and
private corporations, and is currently a director of Maple Leaf Sports &
Entertainment Ltd., Persona Communications Ltd. and Wellspring. He is on the
advisory boards for TD Capital and Tricap. Mr. MacIntyre is a Chartered
Accountant, a Chartered Business Valuator and a graduate of Queen's University.
John B. Newman, Director
Since his retirement in 1990 as Deputy Chairman of Prudential Securities
(Canada), Mr. Newman has served as Chairman and CEO of Multibanc Financial
Holdings Limited, a private investment vehicle located in Toronto. Mr. Newman
also served as Chairman and CEO of First Place Tower Inc., the owner of a 2.6
million square foot 72 storey office and retail complex located in Toronto, from
its emergence from bankruptcy in 1995 until its sale in 1999. He is currently a
director of a number of public and private Canadian corporations and trusts
engaged in real estate, insurance, investment, manufacturing, distribution and
financing, including Simmons Canada Inc., Multi-Fund Management Inc., Aviva
Group Canada Ltd., Pilot Insurance Company and Utility Corporation. Mr. Newman
was also an independent director of FT Capital Inc. until his resignation on
December 17, 2002. FT Capital Inc. was operating under an agreed moratorium on
its principal and interest payments on its subordinated debentures prior to Mr.
Newman becoming one of its independent directors. Prior to Mr. Newman's
resignation, FT Capital Inc. was subject to a number of cease trade orders
issued in 2001 and 2002 by various securities regulatory authorities in Canada
for failure to file financial statements while its principal shareholder B.C.
Pacific Capital Corporation considered restructuring options with Brascan
Financial Corporation. Those cease trade orders were subsequently terminated
after FT Capital Inc. filed the requisite financial statements.
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SENIOR MANAGEMENT (OTHER THAN CEO)
The following sets forth the names, provinces of residence, offices held within
Western of members of senior management (other than the CEO which is set forth
above) of Western, as of the date hereof (the information concerning the
respective members of senior management has been furnished by each of them).
NAME AND PROVINCE AND
COUNTRY OF RESIDENCE POSITION WITH WESTERN
--------------------- ----------------------
TREVOR BONIFACE............................................. General Manager, Logging
BC, Canada
JOHN DALTON................................................. General Manager, Log Supply
BC, Canada
DAN DYCK.................................................... General Manager, Sawmills
BC, Canada
DAVE INGRAM................................................. General Manager, Pulp Operations
BC, Canada
PAUL IRELAND ............................................... Chief Financial Officer and Corporate Secretary
BC, Canada
MORRIS MANDZIUK ............................................ Treasurer
BC, Canada
DEBBIE NUSSBAUM............................................. Director, Human Resources
BC, Canada
CLEM TROMBLEY............................................... General Manager, Lumber Sales
BC, Canada
Trevor Boniface, General Manager, Logging
Mr. Boniface was named General Manager of Logging in January 2005 and
prior to that was Regional Manager for the Nootka region since July 27, 2004. He
was the Regional Manager for the Nootka region for Doman since 1998. Mr.
Boniface started with Doman in 1977. As noted above, Doman and its subsidiaries
were subject to CCAA proceedings. Mr. Boniface has a Bachelor of Science Degree
in Forestry (Harvesting Option) and is also a Registered Professional Forester.
John Dalton, General Manager, Log Supply
Mr. Dalton has been our General Manager of Log Supply since July 27, 2004.
Prior to that he was General Manager of Log Supply with Doman since 1983. Mr.
Dalton initially started with Doman in 1965. As noted above, Doman and its
subsidiaries were subject to CCAA proceedings. Mr. Dalton holds a Bachelor of
Science Degree (Forestry) with a Business Administration option.
Dan Dyck, General Manager, Sawmills
Mr. Dyck has been our General Manager of Sawmills since July 27, 2004.
Prior to that he was the General Manager of Sawmills for Doman since 2001 and
prior to that he was the Manager of the Duke Point Sawmill. Mr. Dyck started
with Doman in 1989. As noted above, Doman and its subsidiaries were subject to
CCAA proceedings.
Dave Ingram, General Manager, Pulp Operations
Mr. Ingram has been the General Manager of Pulp Operations since July 27,
2004. Prior to that he was the General Manager of 4018974 Canada Inc. (formerly
Western Pulp Inc.) (a subsidiary of Doman). From June 1991 to September 2004, he
held the positions of Production Manager, Assistant Mill Manager and Mill
Manager at the subsidiary's Squamish Operation. As noted above, Doman and its
subsidiaries were subject to CCAA proceedings. Mr. Ingram held various technical
and production positions with MacMillan Bloedel at their Harmac division from
1972 to 1991. Mr. Ingram is a graduate of Lakehead University with a diploma in
Chemical Engineering Technology.
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Paul Ireland, Chief Financial Officer and Corporate Secretary
Mr. Ireland was appointed as Chief Financial Officer of Western on January
24, 2005. From 2002 to 2004, he was the Vice-President, Finance of Diavik
Diamond Mines Inc., a unit of Rio Tinto plc. From 1994 to 2000, Mr Ireland was
the Vice-President, Finance & Chief Financial Officer of Campbell Resources Inc.
From 1992 to 1994 Mr. Ireland was the Manager of Special Projects and Internal
Audit for Polaris Realty (Canada) Limited. Mr. Ireland started his career with
Ernst & Whinney in London, UK and then moved to KPMG Peat Marwick Thorne in
Toronto. He is a Chartered Accountant (Ontario, England and Wales).
Morris Mandziuk, Treasurer
Mr. Mandziuk has been our Treasurer since July 27, 2004. Prior to that he
held various positions in the accounting, planning and treasury areas at Doman
during his 16 years with the company. As noted above, Doman and its subsidiaries
were subject to CCAA proceedings. Mr. Mandziuk is a Certified Management
Accountant.
Debbie Nussbaum, Director, Human Resources
Ms. Nussbaum was named Director of Human Resources in May 2005 and prior
to that was the Company's Employee Services Manager since July 27, 2004. She was
the Employee Services Manager for the Sawmills Division of Doman since April,
2003. As noted above, Doman and its subsidiaries were subject to CCAA
proceedings. From 1990 to 2003, Ms. Nussbaum held various positions within the
scope of employee services for Repap Manitoba. Prior to that she held various
positions in employee services with Tolko Industries, Manitoba. Ms Nussbaum has
her certification in Payroll Management with a focus on Human Resource
Management.
Clem Trombley, General Manager, Lumber Sales
Mr. Trombley has been our General Manager of Lumber Sales since July 27,
2004. He joined Doman in 1968 as Quality Control Supervisor. In 1972 he
established Doman's sales department and was General Manager of Sales for Doman
since 2001. As noted above, Doman and its subsidiaries were subject to CCAA
proceedings.
B. COMPENSATION
We are required, under applicable securities legislation in Canada, to
disclose to our securityholders details of compensation paid to certain members
of our senior management and directors in our management proxy circular. The
following is derived from the compensation disclosure in Western's recent
management proxy circular required to be filed under applicable securities laws
in Canada.
SUMMARY COMPENSATION TABLE
The following table provides a summary of compensation earned during the
financial year ended December 31, 2004 by our Chief Executive Officer ("CEO"),
Chief Financial Officer ("CFO") (as at December 31, 2004) and three of our most
highly compensated executive officers (as defined under National Instrument
51-102 - Continuous Disclosure Obligations of the Canadian Securities
Administrators), other than the CEO and CFO, whose total annual salary and bonus
was in excess of $150,000, and any of our former executive officers that would
have been one of the three most highly compensated executive officers except
that the individual was not serving as an executive officer for us as of
December 31, 2004 (collectively, the "Named Executive Officers").
Effective on the implementation of the Plan, the employment of the
officers and employees of our Predecessor was continued by us substantially on
the same terms and conditions as their employment with our Predecessor.
Accordingly, for ease of reference the table contains the aggregate compensation
paid to those Named Executive Officers employed by us and by our Predecessor for
the year ended December 31, 2004.
-49-
2004 ANNUAL COMPENSATION 2004 LONG TERM COMPENSATION
----------------------------------- -------------------------------------
AWARDS PAYOUTS
-------------------------------------
SECURITIES RESTRICTED
OTHER UNDER SHARES ALL
ANNUAL OPTIONS/ OR OTHER
NAME AND PRINCIPAL COMPENSA- SARS SHARE LTIP COMPENSA-
POSITION WITH THE SALARY BONUS TION(1) GRANTED UNITS PAYOUTS TION(2)
CORPORATION ($) ($) ($) (#) ($) ($) ($)
-------------------- ----------- -------- -------- --------- ---------- ---------- ------- ---------
J.H. (RICK) DOMAN(3) Corporation 93,042 3,000 - - - - 835,058(4)
Former President and Predecessor 224,583 - - - - - 3,258
Chief Executive ------- ------- -------
Officer Total 317,625 3,000 - - - - 838,316
======= ======= =======
DAN DYCK Corporation 67,917 63,550 - - - - 2,191
General Manager, Predecessor 93,583 -- - - - - 3,039
Sawmills ------- ------- -------
Total 161,500 63,550 - - - - 5,230
======= ======= =======
REYNOLD HERT(5) Corporation 92,330 125,000 - 250,000 - - 794
President and Chief Predecessor - - - - - - -
Executive Officer ------- ------- ------- -------
Total 92,330 125,000 - 250,000 - - 794
======= ======= ======= =======
PHILIP HOSIER(6) Corporation 73,042 78,000 - - - - 1,843
Former Corporate Predecessor 102,258 - - - - - 173,097(7)
Secretary and ------- ------- -------
Vice-President, Total 175,300 78,000 - - - - 174,940
Finance ======= ======= =======
DAVE INGRAM Corporation 71,667 37,400 - - - - 2,302
General Manager, Predecessor 100,333 4,000 - - - - 3,217
Pulp Operations ------- ------- -------
Total 172,000 41,400 - - - - 5,519
======= ======= =======
BERNI ZIMMERMANN(8) Corporation 74,400 19,000 - - - - 60,087(9)
Consultant and Predecessor 104,160 - - - - - 2,987
Former General ------- ------- -------
Manager, Logging Total 178,560 19,000 - - - - 63,074
======= ======= =======
(1) The aggregate amount of perquisites and other personal benefits that is
less than $50,000 and 10% of the total annual salary and bonus for any of
the Named Executives Officers are not reported.
(2) Unless otherwise specified, amounts reported in this column refer to the
dollar values of insurance premiums paid with respect to term life
insurance, medical benefits and amounts contributed in respect of an
employee savings plan.
(3) Mr. Doman was the President and Chief Executive Officer of the Company
from incorporation, April 27, 2004, until September 22, 2004. Mr. Doman's
employment agreement with Doman was transferred to us on the
implementation of the Plan. For a description of the terms of that
agreement see the Annual Filing of Doman, dated April 16, 2004 available
at www.sedar.com under the name Doman Industries Limited. Mr. Doman's
employment was terminated effective September 22, 2004. Pursuant to his
employment agreement, Mr. Doman was paid severance of $833,623 (made up of
severance of $770,000, vacation pay of $44,423, car allowance of $19,200,
and term life insurance, medical benefits and amounts contributed in
respect of an employee savings plan of $1,435).
(4) Mr. Doman's other compensation from the Predecessor and the Company for
the year ended December 31, 2004 was $3,258 and $835,058 respectively, and
includes the $833,623 paid as severance from the Company.
(5) Mr. Hert became the President and Chief Executive Officer of the Company
on October 4, 2004. Under his employment agreement, he is entitled to an
annual base salary of $375,000. Under the terms of such agreement he was
also entitled to a one time hiring bonus of $125,000. See "Item 6.
Directors, Senior Management and Employees - B. Compensation - Employment
Contracts - Executive Compensation Report" below.
(6) Mr. Hosier was the Corporate Secretary of the Company from June 23, 2004
until May 2, 2005. He was Vice President, Finance of the Company from July
27, 2004 to January 24, 2005. (Mr. Paul Ireland was appointed CFO as of
January 24, 2005.) Mr. Hosier retired from the Company in March 2005, but
continues to work for the Company in a consulting role.
(7) Pursuant to a retention agreement dated as of March 1, 2004 with Doman,
Mr. Hosier was paid $65,000 for agreeing to remain in his position as
Vice-President, Finance of Doman until the earlier of the implementation
date of the Plan and June 30, 2004. He was also paid $105,517 vacation pay
plus $2,580 for term life insurance, medical benefits and amounts
contributed in respect of an employee savings plan.
(8) Mr. Zimmermann was the General Manager, Logging of the Company from July
27, 2004 to December 31, 2004. He currently provides consulting services
to the Company.
(9) Mr. Zimmermann was paid $58,049 vacation pay plus $2,580 for term life
insurance, medical benefits and amounts contributed in respect of an
employee savings plan. Mr. Zimmermann is also entitled to severance of
approximately $89,000 and a one time consulting retainer in the amount of
$140,815.
-50-
The aggregate amount of compensation and benefits in kind (excluding
pension benefits as set out below) paid during the financial year ended December
31, 2004 to all our members of senior management as at December 31, 2004 and
former members of senior management as a group for services in all capacities
paid by us and our Predecessor was approximately $3.2 million.
RETIREMENT PLANS
The following tables set forth annual benefits that become payable under
pension plans established by 4018958 Canada Inc. (formerly Western Forest
Products Limited, a subsidiary of Doman), which were transferred to us on the
implementation of the Plan.
As at December 31, 2004, D. Dyck, D. Ingram, R. Hert, P.G. Hosier and B.
Zimmermann were members of the Western Forest Products Limited Salaried
Employees Pension Plan (the "WFP Plan"). Also as at December 31, 2004, R. Hert
and P.G. Hosier were members of the Western Forest Products Limited
Supplementary Plan ("WFP Supplementary Plan"). The Doman Industries Limited
Pension Plan (the "DIL Plan") was also transferred to us on the implementation
of the Plan. However, none of the Named Executive Officers are members of the
DIL Plan. D. Ingram is entitled to a separate supplement pension. See "Item 6.
Directors, Senior Management and Employees - B. Compensation - Employment
Contracts".
Under the WFP Plan, pensionable earnings equal the highest average
earnings of the member of the plan based upon a 60 consecutive month period
while the WFP Plan is in operation. Pension benefits are equal to 1.9% of
pensionable earnings per year of service to a maximum of 40 years minus an
adjustment for Canada Pension Plan Benefits. Although the normal retirement age
is 65, a member may retire up to 10 years prior to the age of 65. If a member
retires before the age of 60 and receives a pension, his pension will be
reduced. If a member retires before the age of 65, he will receive a bridging
benefit which ranges from $3,098 to $9,720 for the range of earnings and years
of service set out in Table II. Apart from the bridging benefit which terminates
at age 65, pensions are paid for life with a guarantee of at least five years
payment should the retired executive die within five years following retirement.
Benefits payable under the WFP Plan are limited to the maximum amounts permitted
under the Income Tax Act (Canada) (the "ITA Limit").
The WFP Supplementary Plan provides a pension supplement to members of the
WFP Plan designated as participants by the Board in order to provide pension
benefits to the level that members would receive if no ITA Limit was in place.
Pensionable earnings and benefits under the WFP Plan, as supplemented by the WFP
Supplementary Plan, are calculated upon the same basis as benefits and earnings
under the WFP Plan alone, with the exception that the ITA Limit does not apply.
The WFP Supplementary Plan is funded from our general operations.
As at December 31, 2004, D. Dyck had completed and been credited with
approximately 14.3 years of pensionable service, R. Hert had completed and been
credited with approximately 0.3 years of pensionable service, P.G. Hosier had
completed and been credited with approximately 25.3 years of pensionable
service, D. Ingram had completed and been credited with approximately 13.6 years
of pensionable service, and B. Zimmermann had completed and been credited with
approximately 10.8
- 51 -
years of pensionable service. As of September 22, 2004, the date of termination
of his employment, J.H. Doman had completed and been credited with approximately
22.7 years of pensionable service.
TABLE II -- THE WFP PLAN
(AS SUPPLEMENTED BY THE SUPPLEMENTARY PLAN)
For the year ended December 31, 2004, we and our Predecessor have set
aside or accrued $162,000 to provide for pensions, retirement and similar
benefits to our directors and senior officers and former directors and officers
as at December 31, 2004.
EMPLOYMENT CONTRACTS
Mr. D. Ingram entered into an agreement with a subsidiary entity of Doman
dated April 29, 1991, which was assigned to us on the implementation of the
Plan, providing for a supplemental pension in addition to a regular pension from
the WFP Plan. Mr. Ingram is entitled to a supplementary pension from us based on
his pensionable service with us and our Predecessor, his final average earnings
at his former employer and the WFP Plan's pension formula. This supplementary
pension to Mr. Ingram is payable from our general operations.
We have entered into an employment agreement with our current CEO,
effective from October 4, 2005 and an employment agreement with our current CFO,
effective from January 24, 2005 (collectively the "Employment Agreements"). The
Employment Agreements are for an indefinite term and contain provisions for
annual base salaries (subject to annual review), as well as provisions
pertaining to eligibility for annual discretionary bonuses based on personal and
corporate performance, participation in the WFP Plan, the WFP Supplementary Plan
and our incentive stock option plan ("Option Plan"), eligibility for benefits,
vacation, relocation allowances, vehicle allowances and in the case of the CEO
the grant of options as described above. The Employment Agreements also contain
severance provisions contemplating, in the case of termination without cause,
severance payments equal to the sum of 24 months in the case of the CEO, and 12
months in the case of the CFO, of base salary plus the average yearly
performance bonus over the past three years or less (collectively, the
"Termination Payment"). In addition, upon such termination all vested options
may only be exercised within 90 days of termination. The Employment Agreement in
the case of the CEO provides for the entitlement for a period of 90 days to
resign and receive the Termination Payment in the event of the occurrence of
certain change in control events and that upon such change of control, all
unvested options will vest. In the case of the CFO, the Employment Agreement
provides that upon the occurrence of a material change in control of the
Company, and the CFO is not offered employment on substantially the same terms,
the CFO is entitled for a period of 90 days to resign and receive a lump sum
payment equal to 24 months of salary plus bonus amounts due to the CFO.
The foregoing summary of the Employment Agreements is qualified in its
entirety by reference to the provisions of the Employment Agreements set out in
Exhibits 4.6 and 4.7.
Other than as noted above or elsewhere herein, we have no written
employment agreements between us or any of our subsidiaries and a Named
Executive Officer or any compensation arrangement where the Named Executive
Officer entitled to receive more than $100,000 in event of resignation,
retirement or other termination of the Named Executive Officer or on a change of
control where such contract or arrangement is in existence at the end of the
most recent completed financial year.
- 52 -
See "Item 6. Directors, Senior Management and Employees - B. Compensation
- Summary Compensation Table" for a summary of compensation earned by Named
Executive Officers for the financial year ended December 31, 2004. Also see
"Item 6. Directors, Senior Management and Employees - B. Compensation -
Retirement Plans" for a discussion of retirement benefits available to Named
Executive Officers.
OPTION TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES
Incentive Stock Option Plan
Western has an Option Plan which permits the granting of options (the
"Options") in accordance with the terms of the Option Plan to eligible
participants to purchase up to a maximum of 2,500,000 Common Shares
(representing approximately 9.75% of the issued and outstanding Common Shares as
of June 21, 2005), which have been reserved for issuance under the Option Plan.
As of June 21, 2005, 374,590 Options to purchase 374,590 Common Shares or
approximately 1.46% of the issued and outstanding Common Shares have been
granted to eligible participants, no Common Shares have been issued pursuant to
the exercise of Options, and a total of 2,125,410 Options remain available under
the Option Plan. Options which have expired, were cancelled or otherwise
terminated without having been exercised are available for subsequent grants
under the Option Plan.
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES FUTURE ISSUANCE UNDER
TO BE ISSUED UPON EQUITY COMPENSATION
EXERCISE OF OUTSTANDING WEIGHTED-AVERAGE PLANS (EXCLUDING
OPTIONS, WARRANTS AND EXERCISE PRICE OF SECURITIES REFLECTED IN
RIGHTS OUTSTANDING OPTIONS, COLUMN (A))
AS AT DECEMBER 31, WARRANTS AND RIGHTS AS AT DECEMBER 31,
2004 AS AT DECEMBER 31, 2004 2004
PLAN CATEGORY (a) (b) (c)
----------------------------- ----------------------- ----------------------- -----------------------
Equity compensation plans
approved by securityholders NIL - NIL
Equity compensation plans not
approved by securityholders 299,590 9.72 2,200,410
Total 299,590 2,200,410
The Option Plan provides that the Board may from time to time grant
Options to acquire Common Shares to any participant who is an employee, officer
or director of us or our affiliates or a consultant to us or our affiliates. The
Options are non-assignable and non-transferable otherwise than by will or by
laws governing the devolution of property in the event of death. Each Option
entitles the holder to acquire one Common Share, subject to certain adjustments.
The exercise price for Options granted pursuant to the Option Plan will be
determined by the Board on the date of the grant, which price may not be less
than the market value. Market value is defined under the Option Plan as the
closing price of the Common Shares on the TSX on the trading day immediately
preceding the grant day and if there is no closing price, the last sale prior
thereto. The term of the Options granted is determined by the Board, which term
may not exceed a maximum of ten years from the date of the grant. Pursuant to
the Option Plan, additional terms and conditions, including vesting
requirements, may be imposed by the Board on Options granted under the Option
Plan. The Option Plan does not contemplate that the Company will provide
financial assistance to any optionee in connection with the exercise of the
Option.
The total number of Common Shares that may be reserved for issuance to any
one participant pursuant to Options granted under the Option Plan may not exceed
5% of the Common Shares outstanding (on a non-diluted basis) on the grant date
of the Options. The maximum number of Common Shares that may be issued to our
insiders and their associates pursuant to Options granted under the Option Plan
within any one-year period, when taken together with the number of Common Shares
issued to such insiders and their associates under our other previously
established or proposed share compensation arrangements, may not exceed 10% of
the issued and outstanding Common Shares on a non-diluted basis at the end of
such period and, in the case of any one insider and his associates, may not
exceed 5% of such issued and outstanding Common Shares. The maximum number of
Common Shares that may be reserved for issuance under Options granted to
insiders and their associates under the Option Plan together with the number of
Common Shares reserved for issuance to such insiders and their associates under
our other
- 53 -
previously established or proposed share compensation arrangements may not
exceed 10% of the issued and outstanding Common Shares on a non-diluted basis at
the grant date of the Options.
Unless otherwise determined by the Board, if the holder of the Option
ceases to be an eligible participant under the Option Plan:
(a) for any reason other than death, retirement, early retirement,
sickness or disability, the Options held by the participant
terminate;
(b) as a result of retirement (other than early retirement), Options
that are held by the participant that have vested continue in force;
(c) by reason only of early retirement as permitted under the provisions
of our pension plan, Options that are held by the participant that
have vested continue in force; and
(d) as a result of death, the legal representatives of the participant
may exercise the Options that are held by the participant within six
months after the date of the participant's death to the extent such
Options were by their terms vested and exercisable as of the date of
the participant's death or within the period of six months following
the participant's death;
In the event that:
(a) we amalgamate, consolidate with or merge with or into another body
corporate, holders of Options will, upon exercise thereafter of such
Option, be entitled to receive and compelled to accept, in lieu of
Common Shares, such other securities, property or cash which the
holder would have received upon such amalgamation, consolidation or
merger if the Option was exercised immediately prior to the
effective date of such amalgamation, consolidation or merger;
(b) the exchange or replacement of Common Shares with those in another
company is imminent because of a proposed merger, amalgamation or
other corporate arrangement or reorganization, the Board may, in its
discretion, determine the manner in which all unexercised Options,
granted under the Option Plan shall be treated including, for
example, requiring the acceleration of the time for the exercise of
outstanding Options and of the time for the fulfillment of any
conditions or restrictions on such exercise; and
(c) an offer to purchase all of the Common Shares is made by a third
party, we may, at our option, require the acceleration of the time
for the exercise of the Options granted under the Option Plan and of
the time for the fulfillment of any conditions or restrictions on
such exercise.
The Board may, subject where required to securities regulators and/or TSX
approval, from time to time amend, suspend or terminate the Plan in whole or in
part. Pursuant to TSX requirements, shareholder approval is required for
amendments that involve:
(a) amendments to the number of securities issuable under the
arrangement, including an increase to a fixed maximum number or a
fixed maximum percentage or a change from a fixed maximum number to
a fixed maximum percentage;
(b) the introduction of a provision permitting reloading upon exercise;
(c) any change to the eligible participants which would have the
potential of broadening or increasing insider participation;
(d) the addition of any form of financial assistance;
(e) any amendment to the financial assistance provision which is more
favourable to participants;
(f) the addition of a cashless exercise feature, payable in cash or
securities, which does not provide for a full deduction of the
number of underlying securities from the reserved shares;
(g) the addition of a deferred or restricted share unit or any other
provision which results in participants receiving securities while
no cash consideration is received by the issuer; and
- 54 -
(h) in circumstances where the amendment could lead to a significant or
unreasonable dilution in the issuer's outstanding securities or may
provide additional benefits to eligible participants, especially
insiders at the expense of the issuer and its existing
securityholders.
The TSX also requires that disinterested shareholder approval be obtained
in accordance with regulatory requirements if the exercise price of any
outstanding option granted to an insider is reduced or the exercise period
extended to the benefit of insiders.
In addition, the Option Plan and any outstanding Options may be amended or
terminated by the Board if the amendment or termination is required by any
securities regulators, a stock exchange or a market as a condition of approval
to a distribution to the public of the Common Shares or to obtain or maintain a
listing or quotation of our Common Shares.
The Board may also amend or terminate any outstanding Option, including,
but not limited to, substituting another award of the same or of a different
type or changing the date of exercise; provided, however that, the holder of the
Option must consent to such action if it would materially and adversely affect
the holder under the Option Plan. Under the Option Plan, the exercise price of
any outstanding Option granted to an insider may not be reduced unless
disinterested shareholder approval is obtained in accordance with TSX and
securities regulatory requirements.
The foregoing summary of the Option Plan is qualified in its entirety by
reference to the provisions of the Option Plan available on EDGAR at www.sec.gov
(under a Form 6-K dated March 28, 2005) and available on SEDAR at www.sedar.com
under the name "Western Forest Products Inc.".
Option Grants During the Financial Period Ended December 31, 2004
We granted the following options to the Named Executive Officers during
the financial year ended December 31, 2004:
OPTION/SARS GRANTS DURING 2004 FINANCIAL YEAR
COMMON SHARES % OF TOTAL MARKET VALUE(1) OF
UNDER OPTIONS/SARS COMMON SHARES
OPTIONS/SARS GRANTED TO EXERCISE OR UNDERLYING
GRANTED EMPLOYEES IN BASE PRICE OPTIONS ON THE
NAME (#) FINANCIAL YEAR ($/SHARE) DATE OF GRANT ($) EXPIRATION DATE
----------------- ------------- -------------- ----------- ------------------ ---------------
J.H. (Rick) Doman - - - - -
Dan Dyck - - - - -
Reynold Hert 250,000(2) 100% 9.25 2,312,500 Oct. 3, 2014
Philip Hosier - - - - -
Dave Ingram - - - - -
Berni Zimmermann - - - - -
NOTES:
(1) Market value under the Option Plan is defined as the closing price on the
TSX on the trading day immediately preceding the grant day.
(2) These Options vest in increments of 20% at intervals of one year and
immediately upon a change of control. Options must be exercised within 90
days of termination of employment without cause or resignation upon a
change of control. See "Item 6. Directors, Senior Management and Employees
- B. Compensation - Options to Purchase Securities from Registrant or
Subsidiaries - Incentive Stock Option Plan" for a description of other
terms that apply to the options.
- 55 -
AGGREGATED OPTIONS EXERCISED DURING 2004 FINANCIAL YEAR
AND FINANCIAL YEAR-END OPTION VALUES
VALUE OF UNEXERCISED
SECURITIES UNEXERCISED OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
ACQUIRED AGGREGATE AT DECEMBER 31, 2004 AT DECEMBER 31, 2004
ON VALUE EXERCISABLE/ EXERCISABLE/
EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE(1)
NAME (#) ($) (#) ($)
----------------- ---------- --------- ------------------------- -------------------------
J.H. (Rick) Doman - - - -
Dan Dyck - - - -
Reynold Hert - - -/250,000 -/0
Philip Hosier - - - -
Dave Ingram - - - -
Berni Zimmermann - - - -
NOTES:
(1) Based on a market value of $6.65 per share, being the closing trading
price per Common Share on the TSX as of December 31, 2004.
EXECUTIVE COMPENSATION REPORT
Composition of the Management Resources and Compensation Committee
During the period from the implementation of the Plan until December 31, 2004,
the following individuals served as members of our Management Resources and
Compensation Committee: John Lacey, Peter Gordon and John B. Newman, who were
all directors of the Company during the time they served. None of the members of
our Management Resources and Compensation Committee are officers or employees or
were former officers or employees of the Company or any of our subsidiaries, had
or has any relationship that requires disclosure hereunder in respect of
indebtedness owed to the Company or, except as otherwise set out herein, any
interest in material transactions involving the Company. In addition, none of
our executive officers have served on the compensation committee (or in the
absence of such committee the entire Board of Directors) of another issuer whose
executive officer is a member of our Management Resources and Compensation
Committee or Board.
Report On Executive Compensation
The Management Resources and Compensation Committee is responsible for, among
other things, reviewing and approving the compensation of our executive officers
except the CEO and in the case of the CEO, evaluating the CEO's performance in
light of our corporate goals and making recommendations to the Board with
respect to the CEO's compensation level based on this evaluation. The Committee
meets periodically at the request of its Chair to review compensation policies
relating to the Company and its subsidiaries and to approve specific
compensation awards and benefits as well as other matters referred to the
Committee by the Board.
Executive Compensation Policies
The Committee's policy is that executive officers of the Company, including the
CEO and other Named Executive Officers, should be compensated based on the
market value of the jobs they perform, their levels of performance and the
performance of the Company.
The Company's executive compensation policies are designed to recognize and
reward executive officers based upon individual and corporate performance. The
Committee monitors levels of executive remuneration to ensure overall
compensation reflects the Company's objectives and philosophies and meets the
Company's desired relative compensation position. The key components comprising
executive officer compensation are base salary and annual bonus (short-term
incentives) and participation in one or more pension plans and in an incentive
stock option plan (long-term incentives).
- 56 -
The Committee approves salary ranges for executive officers of the Company based
on competitive industry data for the markets in which the Company operates. In
establishing base salaries and salary ranges, the objective of the Committee is
to set target levels which, over time, will be competitive with market salaries.
The Company's compensation policy is to set target levels near or consistent
with the median level in the group of comparable forest product companies, i.e.,
B.C. based, large, publicly held, integrated forest product companies.
Individual levels, which are set annually, may vary from this objective,
depending upon individual performance levels. The CEO does not participate in
discussions or reviews relating to his own compensation.
As noted above, the Company provides annual incentive compensation to executive
officers, including the Named Executive Officers, through the provision of
incentive bonuses. Incentive bonuses are awarded annually, on a discretionary
basis, to executive officers, based upon a review of Company and individual
performance over the prior financial year relative to each executive officer's
area of responsibility. In recognition of performance by the executive team, the
Committee determined that bonuses be awarded to its Named Executive Officers as
set out under the Summary Compensation Table in the Company's management
information circular.
The Company also has in place an incentive stock option plan. The incentive
stock option plan is designed to encourage employees and executive officers to
focus on the long-term interests of the Company and its shareholders. The Board
has the authority to establish terms and conditions of each granted option, in
accordance with the provisions of the incentive stock option plan. Except in the
case of the CEO, as referenced above, the Company has not issued any options to
executive officers under the incentive stock option plan during 2004. The
Committee is in process of developing the eligibility criteria for specific
grants of options under the incentive stock option plan.
CEO Compensation
The Committee's policy is that the salary of the CEO should, be in line with
competitive salaries for positions of similar responsibility at large,
integrated forest products companies in British Columbia that are, like the
Company, publicly held. In assessing compensation paid to the CEO, the Committee
also reviews available industry data relating to such companies. Given that the
CEO was appointed on October 4, 2004, no change has been made to the CEO's
salary. A hiring bonus of $125,000 was paid to the CEO in accordance with his
employment agreement. This total compensation package is at the median of
comparable forest product companies.
COMPENSATION OF DIRECTORS
Directors of Western who are not officers or employees are compensated for
their services as directors through a combination of retainer fees and meeting
attendance fees. Our Board has approved an annual retainer fee to be paid to
such directors (other than the Chair of the Board) of $25,000 and the annual
retainer fee to be paid to our Chair of $50,000. In addition, our Board has
approved the payment of an additional fee of $5,000 per annum to the Chair of
any committee of the Board and the payment to non-management directors of a fee
of $1,000 for each director and committee meeting attended. Such directors are
also to be reimbursed for expenses incurred in connection with their services as
directors.
The directors and former directors (other than inside directors) of
Western were paid the following amounts as directors' fees for the year ended
December 31, 2004:
James Arthurs(1) $22,500
Lee Doney(1) 22,000
Peter Gordon(1) 23,500
John Lacey(1) 22,000
John MacIntyre(1) 35,500
John B. Newman(1) 27,000
(1) Messrs. Arthurs, Doney, Gordon, Lacey, MacIntyre and Newman were first
appointed directors on July 27, 2004 in connection with the implementation of
the Plan.
Our directors are also eligible to participate in the Option Plan. Each
independent director was granted 8,265 Options under the Option Plan, each
Option entitling the holder to acquire one Common Share at the exercise price of
$12.10 per share, until August 19, 2014. The exercise price represented a
premium of 10% on the closing price on the first trading day on the TSX and a
premium over the market price on the date of grant. The Options granted to these
directors vest in increments of 20% at intervals of one year and immediately
upon a change of control. See "Item 6. Directors, Senior Management and
Employees - B. Compensation - Options to Purchase Securities from Registrant or
Subsidiaries - Incentive Stock Option Plan" for a description of the term that
apply to the Options.
- 57 -
In connection with, and subject to, the implementation of the Plan and
appointment as a director of Western, each of the independent directors was paid
a fee of $5,000 (part of the exit costs of our Predecessor) in recognition of
services provided prior to their appointment as directors of the Company in
carrying out due diligence, planning and organizing the future board and
committees of the Company.
DIRECTORS AND OFFICERS INDEMNIFICATION AND INSURANCE
We have entered into indemnification agreements with each of our
directors, directors of our subsidiaries and our CEO and CFO. There was no
indemnification payable during the most recent financial year to our directors
or officers.
We maintain liability insurance for our directors and officers in the
aggregate amount of $25 million, subject to a $350,000 deductible loss payable
by us. The premium, in the amount of $350,000, was paid by us for the period
from July 26, 2004 to July 26, 2005.
C. BOARD PRACTICES
The following describes the Company's corporate governance practices in
accordance with National Instrument 58-101 - Disclosure of Corporate Governance
Practices of the Canadian Securities Administrators and is derived from
Western's recent management proxy circular required to be filed under applicable
securities laws in Canada.
BOARD OF DIRECTORS
Western's Board is currently comprised of seven directors, six of whom are
non-management directors. The independence status of each individual director is
reviewed by the Board annually. In that regard, the Board considers a director
to be independent if he has no direct or indirect material relationship with the
Company, which in the view of the Board could reasonably be perceived to
materially interfere with the exercise of the director's independent judgment.
The Board has determined that six directors, a majority, are independent.
The current position of each director as determined by the Board is as set out
below:
James Arthurs Independent
Lee Doney Independent
Peter Gordon Independent
Reynold Hert Non-independent
John Lacey Independent
John MacIntyre Independent
John B. Newman Independent
Mr. Hert is a member of our management and therefore is not an independent
director.
As noted above, Mr. Gordon is an officer of Tricap, a significant
shareholder (see "Item 7. Major Shareholder and Related Party Transactions").
Mr. Lacey and Mr. MacIntyre are on Tricap's independent advisory board.
See "Item 6. Directors, Senior Management and Employees - A. Directors and
Senior Management - E. Share Ownership" above for more information about each
director, including directorships of other reporting issuers in Canada or in a
foreign jurisdiction and share ownership.
The Chair of the Board, John MacIntyre, is an independent member of the
Board. He is responsible for providing leadership to the Board in matters
relating to the execution of Board responsibilities and works with the CEO and
the senior management team to address our responsibilities to our stakeholders.
The Chair's duties are set out in the Board's mandate attached as Exhibit 15.1
hereto.
The Board (through its Nominating and Corporate Governance Committee)
examines its size annually to determine whether the number and composition of
directors is appropriate and is generally satisfied that its current number and
composition of directors is appropriate, providing a diversity of views and
experience while maintaining efficiency. The Board believes that the composition
of the Board fairly represents the interests of Western's shareholders.
As part of our corporate governance regime, our independent directors hold
regularly scheduled meetings, at which members of management are not in
attendance. The meetings are held on the same day as Board meetings. Since we
commenced business
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on July 28, 2004 until December 31, 2004, we have held four Board meetings at
which members of management were not present.
The Board believes that all directors should attend all meetings of the
Board and all meetings of each committee on which a director is a member. The
following table summarizes the attendance of Board and committee members from
July 28, 2004 to December 31, 2004:
Nominating and Management
Environmental, Corporate Resources and
Health and Governance Compensation
Board Meetings Audit Committee Safety Committee Committee Meetings Committee Meetings
NAME Attended Meetings Attended Meetings Attended Attended Attended
-------------------- -------------- ----------------- ----------------- ------------------ ------------------
James Arthurs 4 of 4 3 of 3 2 of 2 1 of 1 N/A
J.H. (Rick) Doman(1) 1 of 1 N/A N/A N/A N/A
Lee Doney 4 of 4 N/A 2 of 2 1 of 1 N/A
Peter Gordon 4 of 4 3 of 3 N/A N/A 4 of 4
Reynold Hert(2) 2 of 2 N/A N/A N/A N/A
John Lacey 3 of 4 N/A N/A 1 of 1 3 of 4
John MacIntyre 4 of 4 3 of 3 N/A 1 of 1 N/A
John B. Newman 4 of 4 3 of 3 N/A 1 of 1 4 of 4
(1) Mr. Doman's directorship ended on September 22, 2004.
(2) Mr. Hert was appointed director on October 4, 2004.
BOARD MANDATE
The Board has adopted a written mandate in which it has assumed
responsibility for our stewardship and for overseeing the management of our
business. In that regard, the Board carries out its mandate directly or
indirectly through its committees described below. The responsibilities of the
Board are included in the Board's mandate, a copy of which is attached as
Exhibit 15.1 hereto.
Our senior management is responsible for our day-to-day operations and
management. Prior Board approval is required in connection with matters that the
Board deems significant such as major acquisitions or divestitures, significant
amendments to our credit facilities, significant financings or changes to our
strategic objectives.
POSITION DESCRIPTIONS
The Board has developed written position descriptions for the Chair of the
Board and the Chair of each Board committee. In addition, the Board and the CEO
have developed a written position description for the CEO. The duties and
responsibilities of the Chair and CEO are set out in the Board's mandate
attached as Exhibit 15.1 hereto. The Board has also developed and approved the
corporate goals and objectives that our CEO is responsible for meeting.
ORIENTATION AND CONTINUING EDUCATION
The Board has a process for the orientation of new Board members regarding
the role of the Board, its committees and its directors and the nature of
operation of our business. New members are given a tour of our operations, meet
with members of management, the Chair of the Board and the Chairs of the Board
committees and a copy of recent disclosure documents and the minutes of Board
and committee meetings are provided to new members.
In addition, the Board provides continuing education for its members to
maintain or enhance their skills and abilities as directors and to keep their
knowledge of the Company current.
The Board also has in place a policy whereby directors may, subject to
approval of the Chair or a majority of the independent Board members, engage
outside advisers at the Company's expense. Each of the Board committees are also
authorized to engage outside advisers at the Company's expense.
ETHICAL BUSINESS CONDUCT
The Board has adopted two written codes of conduct, an Employee Code of
Conduct for employees and a Code of Business Conduct and Ethics for directors
and officers, to promote integrity and good governance.
- 59 -
Our codes address the following matters:
(a) conflicts of interest, including transactions and agreements in
respect of which a director or executive officer has a material
interest;
(b) protection and proper use of corporate assets and opportunities;
(c) confidentiality of corporate information;
(d) fair dealing with our security holders, customers, suppliers,
competitors and employees;
(e) compliance with laws, rules and regulations; and
(f) reporting of any illegal or unethical behavior.
The Board has also adopted a Communication Policy and an Insider Trading
Policy. A copy of the written codes and policies can be viewed on our website at
www.westernforest.com. A copy of our codes and policies are also available from
our Corporate Secretary.
The Nominating and Corporate Governance Committee oversees compliance with
each of the codes and policies, authorizes any waivers and confirms with
management the appropriate disclosure of any waiver. Where appropriate, the
Committee will also cause an investigation of any reported violation of the Code
of Business Conduct and Ethics and oversees an appropriate response is taken to
any violation. The CEO promotes compliance with the Employee Code of Conduct,
causes an investigation of any reported violations to be undertaken and
determines an appropriate response is taken to any violation.
Certain of our directors are directors or officers of other issuers and,
to the extent that such other issuers may participate in transactions or other
ventures in which we may participate, the directors may have a conflict of
interest in negotiating and concluding terms respecting the extent of such
participation. The Board requires that directors provide disclosure to it of all
boards and committees that they are members of, and all offices held at, other
issuers. We also require conflicts of interest to be disclosed to our Code of
Ethics Contact Person and reported to the Nominating and Corporate Governance
Committee. In the event that conflicts of interest arises, a director who has
such a conflict is required under the CBCA to disclose the conflict and (except
in limited circumstances permitted by the CBCA) to abstain from voting for or
against the approval of the matter. (See "Item 10. Additional Information - B.
Articles and Bylaws".) In addition, in considering transactions and agreements
in respect of which a director has a material interest our Board will require
that the interested person absent themselves from portions of Board or committee
meetings so as to allow independent discussion of points in issue and the
exercise of independent judgment. In appropriate cases, we may also establish a
special committee of independent directors to review a matter in which directors
or management, may have a conflict.
NOMINATION OF DIRECTORS
The Nominating and Corporate Governance Committee will review the
composition of the Board annually, assess the board annually, identify new
candidates for nomination as directors to the Board and make recommendations to
the Board for nominees for election as directors. In that regard, the committee
considers:
- the competencies and skills that are considered to be necessary for
the Board, as a whole, to possess;
- the competencies and skills that each existing director possesses;
- the competencies and skills each new nominee will bring to the
boardroom and whether the nominees can devote sufficient time to the
Company and the Board; and
- performance of existing directors.
See "Item 6. Directors, Senior Management and Employees - C. Board
Practices - Board Committees - Nominating and Corporate Governance Committee"
below for a description of the committee's composition and responsibilities.
- 60 -
COMPENSATION AND BOARD ASSESSMENTS
Compensation for directors is determined by the Nominating and Corporate
Governance Committee. The Committee reviews industry standards for directors
compensation in setting compensation levels for directors and may use
consultants for guidance.
Compensation levels for officers is determined by the Management Resources
and Compensation Committee. See "Item 6. Directors, Senior Management and
Employees - B. Compensation - Executive Compensation Report" above for a
description of our executive compensation policies. We have retained Mercer
Human Resource Consulting Limited, a compensation consultant, to provide
competitive industry data on compensation for officers.
The Board, its committees and individual directors will be regularly
assessed with respect to their effectiveness and contribution. The assessment
considers (a) compliance with the Board's mandate, (b) the charter of each
committee of the Board and (c) the competencies and skills that the individual
director brings to the Board.
See "Item 6. Directors, Senior Management and Employees - C. Board
Practices - Board Committees - Nominating and Corporate Governance Committee -
Management Resources and Compensation Committee" below for a description of each
committee's composition and responsibilities.
BOARD COMMITTEES
The Board has established four committees of directors, being the
Environmental, Health and Safety Committee, Nominating and Corporate Governance
Committee, the Management Resources and Compensation Committee and the Audit
Committee. Each of the committees are composed of entirely independent members.
Environmental, Health and Safety Committee
The Environmental Health and Safety Committee is currently composed of
James Arthurs and Lee Doney. Mr. Doney is the Chair of the committee. All of the
members of the committee are independent.
The committee's responsibilities, powers and operation are set out in its
charter, a copy of which is attached as Exhibit 15.2 hereto.
Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee is currently composed of
James Arthurs, Lee Doney, John Lacey, John MacIntyre and John B. Newman. Mr.
Newman is the Chair of the Committee. All of the members of this committee are
independent.
The committee's responsibilities, powers and operation are in its charter,
a copy of which is attached as Exhibit 15.3 hereto.
The committee has recommended the adoption of an Employee Code of Conduct
and a Code of Business Conduct and Ethics. See "Item 6. Directors, Senior
Management and Employees - C. Board Practices - Ethical Business Conduct" above.
Management Resources and Compensation Committee
As noted above, the Management Resources and Compensation Committee is
currently composed of Peter Gordon, John Lacey and John B. Newman. All of the
members of the committee are independent. Mr. Lacey is the Chair of the
committee.
The committee's responsibilities, powers and operation are set out in its
charter, a copy of which is attached as Exhibit 15.4 hereto.
Audit Committee
The Audit Committee is currently composed of James Arthurs, Peter Gordon,
John MacIntyre and John B. Newman. Mr. MacIntyre is the Chair of the committee.
Each of the members of the committee is independent and financially literate as
defined in Multilateral Instrument 52-110 - Audit Committees of the Canadian
Securities Administrators. See "Item 6. Directors, Senior Management and
Employees - A. Directors and Senior Management" for each member's education
and/or experience.
- 61 -
The committee's responsibilities, powers and operation are set out in its
charter, a copy of which is attached as Exhibit 15.5 hereto.
See also "Item 16A Audit Committee Financial Expert" and "Item 16C
Principal Accountant Fees and Services," for further particulars regarding our
Audit Committee, including the Audit Committee's pre-approval policies and
procedures for non-audit services and the service fees paid to our auditors.
D. EMPLOYEES
The following table sets out the number of employees employed by the
Company as at December 31, 2004, and by our Predecessor as at December 31, 2003
and 2002, and the number of employees employed in the pulp segment and in the
solid wood segment for the same date.
NO. OF EMPLOYEES 2004 2003 2002
COMPANY PREDECESSOR PREDECESSOR
Total .......................... 2,027 2,442 2,412
Pulp Segment(1) ................ 321 669 773
Solid Wood...................... 1,706 1,773 1,639
(1) Number of employees include 356 and 432 employees employed at Port Alice
by our Predecessor as at December 31, 2003 and 2002 respectively.
In addition, we use contractors in our harvesting operations. As of
December 31, 2004, we had approximately 400 contractors.
See also "Item 4. Information on the Company - B. Business Overview -
Human Resources".
E. SHARE OWNERSHIP
DIRECTORS
The following table sets forth information, as of June 21, 2005,
concerning the beneficial ownership of the Common Shares by each of the
directors (the information concerning the respective directors has been
furnished by each of them).
PERCENTAGE OF
ISSUED CLASS
OF SHARES
NUMBER OF REPRESENTED BY
SHARES SHARES
BENEFICIALLY BENEFICIALLY NUMBER OF
NAME OF DIRECTOR AND POSITION WITH THE COMPANY OWNED OWNED(1) OPTIONS
----------------------------------------------- ------------ -------------- ---------
JAMES ARTHURS NIL NIL 8,265(2)
Director
LEE DONEY NIL NIL 8,265(2)
Director
PETER GORDON See Note 4 See Note 4 8,265(2)
Director
REYNOLD HERT NIL NIL 300,000(3)
President, Chief Executive Officer and Director
JOHN LACEY 6,177(4) .024% 8,265(2)
Director
JOHN MACINTYRE 414(4) .002% 8,265(2)
Director and Chairman of the Board
JOHN B. NEWMAN NIL NIL 8,265(2)
Director
(1) Rounded up to the nearest third decimal place.
- 62 -
(2) See "Item 6. Directors, Senior Management and Employees - B. Compensation
- Compensation of Directors" for the terms of the Options granted.
(3) See "Item 6. Directors, Senior Management and Employees - B. Compensation"
for the terms of the 250,000 Options granted to Mr. Hert. On June 15,
2005, 50,000 Options were granted to Mr. Hert, each Option entitling him
to acquire one Common Share at the exercise price of $3.50 until June 14,
2015. The Options granted vest in increments of 20% at intervals of one
year and immediately upon a change of control. Vested Options must be
exercised within 90 days of termination of employment without cause or
resignation upon change of control. See "Item 6. Directors, Senior
Management and Employees - B. Compensation - Options and Purchase
Securities from Registrant or Subsidiaries - Incentive Stock Options Plan"
for a description of other terms that apply to the Options.
(4) Mr. Gordon, as described above under "Item 6. Directors, Senior Management
and Employees - A. Directors and Senior Management", is an officer of
Tricap. As of June 21, 2005 Tricap holds 5,138,228 Common Shares or 20.5%
of our issued and outstanding Common Shares. (See "Item 7. Major
Shareholders and Related Party Transactions - A. Major Shareholders" for a
list of our other principal shareholders.) Also, as described above, each
of Messrs. Lacey and MacIntyre are members of the independent advisory
board of Tricap. Of the 5,138,228 Common Shares, 6,177 Common Shares are
beneficially owned by Mr. Lacey and 441 Common Shares are beneficially
owned by Mr. MacIntyre. However, Tricap has the right to control and
direct those Common Shares, including the right to vote or dispose of the
shares.
SENIOR MANAGEMENT (OTHER THAN CEO)
The following table sets forth information, as of June 21, 2005,
concerning the beneficial ownership of the Common Shares by each member of
senior management (other than the CEO which is set forth above) (the information
concerning the respective members of senior management has been furnished by
each of them).
PERCENTAGE OF
ISSUED CLASS
OF SHARES
NUMBER OF REPRESENTED BY
SHARES SHARES
BENEFICIALLY BENEFICIALLY NUMBER OF
NAME AND POSITION WITH THE COMPANY OWNED OWNED OPTIONS
----------------------------------------------- ------------ -------------- ---------
TREVOR BONIFACE NIL NIL NIL
General Manager, Logging
JOHN DALTON NIL NIL NIL
General Manager, Log Supply
DAN DYCK NIL NIL NIL
General Manager, Sawmills
DAVE INGRAM NIL NIL NIL
General Manager and Director of WPL
PAUL IRELAND NIL NIL 25,000(1)
Chief Financial Officer and Corporate Secretary
MORRIS MANDZIUK NIL NIL NIL
Treasurer
DEBBIE NUSSBAUM NIL NIL NIL
Director, Human Resources
CLEM TROMBLEY NIL NIL NIL
General Manager, Lumber Sales
(1) On June 15, 2005, 25,000 Options were granted to Mr. Ireland, each Option
entitling him to acquire one Common Share at the exercise price of $3.50
until June 14, 2015. The Options granted vest in increments of 20% at
intervals of one year and immediately upon a change of control. Vested
Options must be exercised within 90 days of termination of employment
without cause or resignation upon change of control. See "Item 6.
Directors, Senior Management and Employees - B. Compensation - Options and
Purchase Securities from Registrant or Subsidiaries - Incentive Stock
Options Plan" for a description of other terms that apply to the Options.
As at June 21, 2005, 6,591 Common Shares or less than .026% of the Common
Shares outstanding were beneficially owned, directly or indirectly, or control
or direction was exercised over those shares, by the directors and members of
senior management set out above of the Company as a group. (See footnote 4 to
the directors table of share ownership above.)
See "Item 6. Directors, Senior Management and Employees - B. Compensation
- Options to Purchase Securities from Registrant and Subsidiaries" for a
discussion of the Option Plan.
- 63 -
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. MAJOR SHAREHOLDERS
To our knowledge, as of June 21, 2005 the following parties beneficially
own, directly or indirectly, or exercise control or direction over, 5% or more
of the outstanding Common Shares:
PERCENTAGE OF ISSUED
NAME AND MUNICIPALITY OF RESIDENCE OF SHAREHOLDER NO. OF COMMON SHARES COMMON SHARES
Harbert Distressed Investment Master Fund, Ltd. ("Master
Fund"), HMC Distressed Investment Offshore Manager, L.L.C.
and HMC Investors L.L.C. (collectively, "Harbert") (1)
Dublin, Ireland, in the case of the Master Fund and New 8,065,910 31.5%
York, NY, in the case of the others
Tricap Management Limited (2) 5,138,228 20.5%
Toronto, Ontario
Merrill Lynch Investment Managers, L.P. ("MLIM") (3) 3,205,162 12.5%
Plainsboro, New Jersey
(1) The "Report Filed by Eligible Institutional Investor Under Part 4"
of National Instrument 62-103 of the Canadian Securities
Administrators ("NI 62-103") which was filed on SEDAR by Harbert (on
its behalf and other entities managed and controlled by Harbert) on
August 6, 2004, indicates that Harbert beneficially owns, directly
or indirectly, or exercises control or direction over 8,065,939 of
our Common Shares. However, our counsel has been advised verbally by
a representative of Harbert that as at June 20, 2005, 8,065,910
Common Shares are held by Harbert.
(2) Based on an Early Warning Report dated May 24, 2005 filed on SEDAR
by Tricap Management Limited (as manager for and on behalf of Tricap
Restructuring Fund). Our counsel has received confirmation by a
Tricap representative that as at June 20, 2005 Tricap's holding as
reported has not changed.
(3) The "Report Filed by Eligible Institutional Investor Under Part 4"
of NI 62-103 which was filed on SEDAR by MLIM (as manager, together
with its affiliates for and on behalf of certain investment funds)
on August 10, 2004 indicates that MLIM beneficially owns, directly
or indirectly, or exercises control or direction over 3,255,162 of
our Common Shares. However, our counsel has been advised verbally by
a representative of MLIM that as at June 17, 2005, 3,205,162 Common
Shares are held by MLIM.
See "Item 4. Information the Company - A. History and Development of the
Company".
As of June 21, 2005, to our knowledge:
- approximately 21,226,793 Common Shares or 82.81% of issued and
outstanding Common Shares were held by 67 registered shareholders
resident in the U.S. (of which approximately 17,758,107 Common
Shares were held by CEDE & Co. as registered holder for
approximately 44 US participants in The Depository Trust Company
("DTC"));
- approximately 290 Tranche 1 Class C Warrants or 0.05% of the issued
and outstanding Tranche 1 Class C Warrants were held by 2 registered
holders resident in the U.S., approximately 436 Tranche 2 Class C
Warrants or 0.05% of the issued and outstanding Tranche 2 Class C
Warrants were held by 2 registered holders resident in U.S. and
approximately 728 Tranche 3 Class C Warrants or 0.05% of the issued
and outstanding Tranche 3 Class C Warrants were held by 2 registered
holders in the U.S. (however Computershare is holding in trust
10,280 Tranche 1 Class C Warrants or 1.81% of the issued and
outstanding Tranche 1 Class C Warrants on behalf of 17 persons
resident in the U.S. (including CEDE & Co. as registered holder for
approximately 30 U.S. DTC participants), 15,421 Tranche 2 Class C
Warrants or 1.81% of the issued and outstanding Tranche 2 Class C
Warrants on behalf of 17 persons resident in the U.S. (including
CEDE & Co. as registered holder for approximately 30 U.S. DTC
participants) and 25,709 Tranche 3 Class C Warrants or 1.81% of the
issued and outstanding Tranche 3 Class C Warrants on behalf of 18
persons resident in the U.S. (including CEDE & Co. as registered
holder for approximately 30 U.S. DTC participants), which warrants
may not be released to such persons without the submission of an
accredited investor certificate in accordance with the requirements
of the Class C Warrant Indenture); and
- Secured Bonds with an aggregate principal amount of approximately
US$198,054,000 or 89.62% of the aggregate principal amount of the
Secured Bond were held by 64 registered holders resident in the U.S.
- 64 -
See "Item 10. Additional Information - B Articles and Bylaws - Class C
Warrants - Secured Bonds".
B. RELATED PARTY TRANSACTIONS
The following table sets out as at the date hereof the aggregate
indebtedness in respect of the purchase of securities and other indebtedness to
us or any of our subsidiaries (other than routine indebtedness) and to another
entity if the indebtedness is the subject of a guarantee, support agreement,
letter of credit or similar arrangement provided by us or any of our
subsidiaries by our present and former executive officers, directors and
employees. Included in the table is the aggregate indebtedness to our
Predecessor by its former executive officers, directors and employees amounting
to $18,933 which was transferred to us on the implementation of the Plan.
Aggregate Indebtedness ($)
TO THE CORPORATION OR ITS
PURPOSE SUBSIDIARIES TO ANOTHER ENTITY
SHARE PURCHASE
NIL NIL NIL
OTHER
Employee Indebtedness $18,933(1) NIL
(1) The $18,933 represents an interest free housing loan to an employee that
was granted by our Predecessor. The loan was transferred to us on the
implementation of the Plan. Although the loan matured on August 1, 2002,
as of the date hereof, it has not yet been repaid. The loan is unsecured
but may, at our option, become secured against the borrower's residence.
As at the date hereof and since the beginning of our most recently
completed financial year, there was no indebtedness in respect of the purchase
of securities and no other indebtedness owed to us or any of our subsidiaries
(other than routine indebtedness) or to any other entity where the indebtedness
was the subject of a guarantee, support agreement, letter of credit or similar
arrangement provided by us or any of our subsidiaries, by any individual who is
or was since the beginning of the recently completed financial year end a
present or former executive officer or director of the Corporation or an
associate of any of the foregoing.
Other than as set forth herein, as of the date hereof we are not aware of
any material interest, direct or indirect, of any shareholder of Western who
holds more than 10% of the voting rights attached to the Common Shares, any of
Western or our subsidiaries' directors or executive officers or any director or
executive officer of any shareholder of Western who holds more than 10% of the
voting rights attached to the Common Shares or any associate or affiliate of any
of the foregoing, in any transaction which has been entered into since the
commencement of our most recent completed financial year or in any proposed
transaction which, in either case, has materially affected or will materially
affect us or any of our subsidiaries.
C. INTERESTS OF EXPERTS AND COUNSEL
Not applicable.
ITEM 8. FINANCIAL INFORMATION
A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION
See "Item 17. Financial Statements" for financial statements filed as part
of this annual report.
EXPORT SALES
See "Item 4. Information on the Company - B. Business Overview - Sales,
Marketing and Distribution" for the total amount of export sales and percentage
and amount of export sales in the total amount of sales volume.
- 65 -
LEGAL PROCEEDINGS
CBC, a lumber broker for our Predecessor, commenced an action in New York
in 2001 alleging that our Predecessor was in breach of U.S. anti-trust
legislation because it intended to enter into an exclusive sales relationship
with a third party and for breach of contract. CBC has sought two forms of
relief: (a) $4.5 million in damages; and (b) an injunction precluding the
entering into of the proposed sales contract with the third party. Although
Proof of Claim materials were delivered to CBC pursuant to the Revised Claims
Process Order of our Predecessor, no Proof of Claim was filed by CBC. The court
accepted the position that there is no anti-trust legislation violation and that
any monetary claim that CBC may have was provable in our Predecessor's CCAA
proceeding. It declined to make any ruling regarding the breach of contract
claim. The court dismissed CBC's complaint. CBC is appealing the decision. The
claim is in the name of our Predecessor and continues to be vigorously defended.
We believe there is no merit to the claim.
See "Item 4. Information on the Company - A. History and Development of
the Company" for a discussion of our Predecessors' Plan and the resolution of
our Predecessor's CCAA proceedings. See also "Item 4. Information on the Company
- B. Business Overview" for a discussion of the disposition of our Predecessor's
actions against the Provincial Government.
In addition to the litigation discussed above or elsewhere herein, we are
also subject to routine litigation incidental to our business, the outcome of
which we do not anticipate will have a material adverse affect on our business
or financial condition.
DIVIDEND INFORMATION
The payment of dividends on the Common Shares is at the discretion of the
Board and depends on our financial condition, the need to finance capital
expenditures, financial covenants in credit agreements and other factors the
Board may consider appropriate. No dividends have been paid by us on the Common
Shares.
The Secured Bond Indenture contains covenants limiting certain restricted
payments, including the payment of dividends on Common Shares (other than stock
dividends). The Secured Bond Indenture provides, among other things, that any
subsidiary may declare or pay dividends or otherwise make distributions in cash
to us or a guarantor under the Secured Bond Indenture.
See "Item 10. Additional Information - B. Articles and Bylaws - Secured
Bonds".
B. SIGNIFICANT CHANGES
In response to lower than expected sales and to reduce the amount of cash
tied up in log and lumber inventories, we announced in June 2005 that we will be
taking down-time at both our logging and sawmilling operations over the summer
2005. Logging operations will be curtailed starting at various dates in July
2005 and all will be idle through to the end of August 2005. Critical road and
bridge building programs may continue throughout this period. Taking the
down-time should allow us to reduce our log and lumber inventories by
approximately $40-$50 million.
At the same time, we also announced that we will defer payment of 50% of
the interest due on June 30, 2005 as permitted under the terms of the Secured
Bond Indenture. The unpaid interest amounting to approximately $10.3 million
carries interest at 15% and can be repaid at any time during the Secured Bonds'
life, and in any event no later than July 28, 2009.
Except as stated above or as otherwise disclosed herein, there are no
significant changes that have occurred since the date of the annual financial
statements.
ITEM 9. THE OFFER AND LISTING
A. OFFER AND LISTING DETAIL
Not applicable except 9.A.4.
The following table sets forth the annual, quarterly and monthly high and
low sales prices of the Common Shares on the Toronto Stock Exchange ("TSX") for
the periods indicated:
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COMMON SHARES
HIGH LOW
ANNUAL HIGHS AND LOWS
2004 (from August 3, 2004 to December 31, 2004)....................... $11.30 $6.63
QUARTERLY HIGHS AND LOWS
2004
Third Quarter (from August 3, 2004 to September 30, 2004)............ $11.30 $9.00
Fourth Quarter ....................................................... $ 9.70 $6.63
2005
First Quarter......................................................... $ 8.25 $6.80
MONTHLY HIGHS AND LOWS
2004
December.............................................................. $ 7.55 $6.63
2005
January............................................................... $ 8.20 $7.10
February.............................................................. $ 8.25 $6.80
March................................................................. $ 8.00 $7.25
April................................................................. $ 7.50 $7.00
May .................................................................. $ 6.35 $5.25
B. PLAN OF DISTRIBUTION
Not applicable.
C. MARKETS
The Common Shares are listed for trading on the TSX under the stock symbol
WEF.
There is currently no organized public market for the Secured Bonds or the
Class C Warrants and we do not intend to apply for the listing of the Secured
Bonds or the Class C Warrants on any securities exchange.
D. SELLING SHAREHOLDER
Not applicable.
E. DILUTION
Not applicable.
F. EXPENSES OF ISSUE
Not applicable.
ITEM 10. ADDITIONAL INFORMATION
A. SHARE CAPITAL
Not applicable.
B. ARTICLES AND BYLAWS
Western is organized under the laws of Canada, and has been assigned
corporation number 420424-7.
Western's Articles and Bylaws do not contain a description of its objects
and purposes. We may perform any and all corporate activities permissible under
the laws of Canada.
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Under the CBCA, directors who have an interest in a contract or
transaction must declare their interest and may not vote in respect of such
contract or transaction (except where the contract or transaction relates
primary to their remuneration, is for indemnity or insurance permitted under the
CBCA or is with an affiliate), but they are still counted in the quorum present.
Western's Articles and Bylaws do not restrict a director's power to vote
compensation to themselves or any other members in the absence of an independent
quorum. Western's Bylaws provide that the directors may, without authorization
of the shareholders, exercise borrowing powers and permits them to delegate by
board resolution such powers to a director, a committee of directors or an
officer of Western. There is no mandatory retirement age for our directors and
the directors are not required to own our securities in order to serve as
directors.
An annual meeting of Western's shareholders must be held once in every
calendar year not later than 18 months after incorporation and thereafter not
later than 15 months after the last preceding annual meeting, but no later than
six months after the end of the preceding financial year, and at such place as
the Board may determine in accordance with the CBCA. The holders of not less
than 5% of Western's issued shares that carry the right to vote at a meeting may
requisition the Board of Directors to call a meeting of shareholders for the
purposes stated in the requisition. The Board of Directors may also whenever
they think fit, convene a special meeting of shareholders. The quorum for the
transaction of business at any meeting of shareholders of Western is one or more
voting persons present or deemed to be present (a voting person being a
shareholder entitled to vote at the meeting or a duly appointed proxyholder of,
or duly authorized representative of, the shareholder so entitled), and holding
or representing by proxy (in the aggregate) not less than one twentieth of the
total votes attaching to all shares. The only persons entitled to be present at
a meeting of shareholders are voting persons, the directors and auditors of
Western and others who are entitled or required under the CBCA or our Articles
or Bylaws to be present at a meeting of shareholders.
Western's Articles provide that the Board is to consist of a minimum of
three directors and a maximum of 15 directors. Western currently has 7
directors. At each annual meeting of shareholders of Western, the entire Board
of Directors retires and directors are elected for the next term. Each director
serves until the close of the next annual meeting or until his successor is
elected or appointed, unless his office is earlier vacated in accordance with
our Articles or with the provisions of the CBCA. No class of shareholders has
the right to elect a specified number of directors or to cumulate their votes
with respect to the election of directors. Not less than 25% of the members of
our Board of Directors are required to be resident Canadians, in accordance with
the CBCA.
Western's Articles and Bylaws do not contain provisions that would have an
effect of delaying, deferring or preventing a change in control of the Company
and that would operate only with respect to a merger, acquisition or corporate
restructuring of Western. The Board may however, by resolution authorize the
issuance by the Board of preferred stock in series.
Western's Articles and Bylaws do not contain any provisions governing the
ownership threshold above which shareholder ownership must be disclosed and do
not limit non-resident or foreign shareholders to hold or exercise voting
rights.
SHARE CAPITAL
Western's authorized capital consists of an unlimited number of Common
Shares and an unlimited number of Preferred Shares, of which, as of June 21,
2005, 25,631,795 Common Shares are issued and outstanding, and no Preferred
Shares are issued and outstanding.
All the Common Shares rank equally as to voting rights, participation in a
distribution of our assets on a liquidation, dissolution or winding-up and the
entitlement to dividends. The holders of the Common Shares are entitled to
receive notice of all meetings of shareholders of Western (other than meetings
of holders of another class of shares) and to attend and vote the shares at such
meetings. Each of the Common Shares carries with it the right to one vote.
In the event of our liquidation, dissolution or winding-up or other
distribution of our assets for the purpose of winding up our affairs, the
holders of Common Shares will be entitled to receive on a pro rata basis, all of
our assets remaining after payment of all of our liabilities, subject to the
rights of the holders of Preferred Shares. The Common Shares carry no
pre-emptive, exchange or conversion rights. Subject to the rights of the holders
of Preferred Shares, the holders of the Common Shares are entitled to receive on
a pro rata basis such dividends as our Board of Directors may declare out of
funds legally available therefor.
Provisions as to the modification, amendment or variation of the rights
attached to the Common Shares are contained in the CBCA. Generally speaking,
substantive changes to Western's share capital require the approval of Western's
shareholders by special resolution (at least 2/3 of the votes cast).
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The Preferred Shares may, at any time or from time to time, be issued in
one or more series, and the directors may, by resolution, fix the number of
Preferred Shares in, and determine the designation, rights, privileges,
restrictions and conditions attaching to the Preferred Shares of each series.
Before issuing Preferred Shares of a series, the directors must file with the
Director of the CBCA articles of amendment. Preferred Shares of each series rank
on a parity with the Preferred Shares of every other series with respect to
priority in the payment of dividends and in the distribution of our assets in
the event of our liquidation, dissolution or winding-up or any other
distribution of our assets among shareholders for the purpose of winding-up our
affairs.
If Preferred Shares were outstanding, the holders of such shares would be
entitled to priority over the Common Shares with respect to the payment of
dividends and the distribution of our assets on a liquidation, dissolution or
winding-up or other distribution of our assets for the purpose of winding up our
affairs. The Preferred Shares of each series may be given such other preferences
not inconsistent with the above over the Common Shares as may be determined in
the case of each series authorized to be issued.
Except as otherwise required by law, the holders of the Preferred Shares
are not entitled to receive notice of or to attend or to vote at any meeting of
shareholders of Western.
CLASS C WARRANTS
As of June 21, 2005, 569,373 Tranche 1 Class C Warrants, 854,146 Tranche 2
Class C Warrants and 1,423,743 Tranche 3 Class C Warrants are issued and
outstanding. The Class C Warrants were issued under the Class C Warrant
Indenture entered into with the Class C Warrant Trustee in connection with the
implementation of the Plan. Each Class C Warrant entitles the holder to purchase
one Common Share (subject to certain adjustments) at the following exercise
price: Cdn$16.28 for Tranche 1 Class C Warrants, Cdn$26.03 for Tranche 2 Class C
Warrants, and Cdn$33.83 for the Tranche 3 Class C Warrants.
The Class C Warrants are non-transferable and have a five-year term that
expires on July 27, 2009, subject to early termination provisions. Western is
entitled to give a 30-day notice of termination with respect to any tranche of
Class C Warrants if, during a 20-day trading period ending prior to the fifth
business day prior to the date of such notice, the Common Shares trade at a
weighted average price per share that is more than 125% of the exercise price of
such tranche. In addition, on or after the first anniversary of the Plan
Implementation Date, the Class C Warrants will expire upon any amalgamation or
similar business combination that results in the shareholders of the Western
owning less than 80% of the issued and outstanding equity shares of the
continuing entity.
The foregoing summary is qualified in its entirety by reference to the
provisions of the Class C Warrant Indenture available on EDGAR at www.sec.gov
(under a Form 6-K dated March 28, 2005) and on SEDAR at www.sedar.com, under the
name "Western Forest Products Inc.".
STOCK OPTIONS
Western has an Option Plan which permits the granting of options to
eligible participants to purchase up to a maximum of 2,500,000 Common Shares,
which have been reserved for issuance under the Option Plan. As of June 21,
2005, 374,590 options have been granted. See "Item 6. Directors, Senior
Management and Employees - B. Compensation - Options to Purchase Securities From
Registrant or Subsidiaries" for a discussion of the Option Plan.
SECURED BONDS
On July 27, 2004 Western issued the Secured Bonds, which have an aggregate
principal face value of U.S.$221 million, under the Secured Bond Indenture
entered into with the Secured Bond Trustee, in connection with the refinancing
of the indebtedness held by Doman's senior secured noteholders under the Plan.
The Secured Bonds are direct, secured obligations of Western and are guaranteed
by certain of the subsidiaries of Western (but not WPL) pursuant to a
Supplemental Bond Indenture. Pursuant to the Secured Bond Indenture and the
Supplemental Bond Indenture and a number of security agreements entered into in
connection with such indentures, the obligations under the Secured Bonds are
secured by a first priority charge over all of the fixed assets of Western and
such subsidiaries, which rank pari passu with any security granted to secure
certain obligations under any hedging arrangements and which (pursuant to the
Inter-Creditor Agreement) rank subordinate to the security interest of CIT
Business Credit Canada Inc. ("CIT") under the Working Capital Facility as to
current assets.
The Secured Bonds have the following material terms: (a) maturing and
fully repayable on July 28, 2009; (b) interest-bearing at the rate of 15% per
annum, which may be deferred as to one-half of the amount payable on an interest
payment date; (c) redeemable, at Western's option on or after July 28, 2005, in
whole or in part, upon payment to the bondholders of all
accrued
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and unpaid interest thereon and the redemption price prevailing at the time
notice of such redemption is given, which will be a certain percentage of the
face value of the outstanding Secured Bonds in each year; and (d) the right of
the holders of Secured Bonds to receive an offer to purchase from Western in
certain events (Change of Control Offer and Surplus Proceeds Offer as defined in
the Secured Bond Indenture).
The Secured Bond Indenture contains the following covenants, among others,
of Western in favour of the holders of the Secured Bonds: (a) not to incur
additional debt, except for certain permitted indebtedness; (b) not to incur any
liens to secure any debt, other than to secure the Secured Bonds or certain
permitted indebtedness; (c) to apply net proceeds of specified asset sales,
collateral loss events, softwood duty settlements, or capital markets
transactions and any proceeds received from the Pulpco Note to a collateral cash
account, to be disbursed, on Western's application to the Secured Bond Trustee,
to Western to ensure adequate liquidity to achieve its business plan, to payment
of deferred interest or to reinvestment in replacement collateral, and if the
cash collateral account exceeds 5% of the outstanding principal amount of the
Secured Bond's after taking into account reserves for such liquidity and
reinvestment then to the obligation on Western to offer to purchase the Secured
Bonds to the extent of the available amount in the cash collateral account,
subject to a 25% limitation imposed on such offer in order to qualify for an
exemption from Canadian interest withholding tax; (d) limitations on
transaction(s) with affiliates; (e) mandatory repurchase of Secured Bonds upon a
change of control event; (f) the right of the Secured Bond Trustee or the
holders of not less than 25% in principal amount of the outstanding Secured
Bonds upon an event of default to declare the principal amount of the
outstanding Secured Bonds and accrued interest to be immediately due and
payable; and (g) file and distribute quarterly and annual reports and other
documents that would be required under sections 13(a) or 15(d) of the U. S.
Securities Exchange Act of 1934.
The foregoing summary is qualified in its entirety by reference to the
provisions of the Secured Bond Indenture available on EDGAR at www.sec.gov
(under a Form 6-K dated March 28, 2005) and available on SEDAR at www.sedar.com
under the name "Western Forest Products Inc."
WORKING CAPITAL FACILITY
Western has entered into a revolving line of credit evidenced by the
Working Capital Facility and dated as of July 27, 2004 with CIT providing for
revolving advances up to $100 million principal. The total Working Capital
Facility is subject to a borrowing base calculation based on the amount of
eligible accounts receivable and inventories, which can vary significantly over
time. The borrowing base is the sum of
(a) 85% of eligible trade receivables; and
(b) the least of
(i) 65% of eligible inventory valued at the lower of cost or market;
(ii) 80% of the appraised net recovery value of eligible inventory;
and
(iii) $175,000,000 (the "Inventory Loan Cap");
less
(c) $40,000,000 ("net availability reserve").
The net availability reserve may be reduced to $25,000,000 if the Fixed Charge
Coverage Ratio (as defined in the Working Capital Facility) for the period
specified is not less than 1.10:1.00. The Inventory Loan Cap may be increased to
$200,000,000 for a maximum period of 120 days once per year subject to certain
conditions including, if the net availability reserve has been reduced to
$25,000,000, that such Fixed Charge Coverage Ratio is maintained at all times
during such period.
The Working Capital Facility has a term of three years with automatic
annual renewals. Interest on the Working Capital Facility is payable monthly at
a rate equivalent to the CIBC prime bank rate plus 0.75% per annum, or at our
option, Banker's Acceptances plus 2.25% per annum.
Certain of our operating subsidiaries have provided guarantees to CIT to
secure Western's obligations to CIT and Western granted CIT a first lien on, and
security interest in, all of our present and future accounts receivable,
inventory and other current assets.
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The foregoing summary is qualified in its entirety by reference to the
provisions of the Working Capital Facility attached as Exhibit 4.4 hereto.
C. MATERIAL CONTRACTS
We have entered into the following material contracts: (1) Secured Bond
Indenture; and (2) Class C Warrant Indenture. We have also entered into the
Working Capital Facility. See "Item 10. Additional Information - B. Articles and
Bylaws" for a summary of these contracts.
In addition, we have entered into employment contracts with our CEO and
CFO. For a summary of the terms of such contracts, see "Item 6. Directors,
Senior Management and Employees - B. Compensation - Employment Contract".
Other than as disclosed herein, we have not entered into any material
contracts, other than in the ordinary course of business, since our
incorporation that are still in effect.
D. EXCHANGE CONTROLS
There are presently no governmental laws, decrees or regulations in Canada
which restrict the export or import of capital, or which impose foreign exchange
controls or affect the remittance of interest, dividends or other payments to
non-resident holders of our securities. However, any remittances of dividends on
shares to U.S. residents are subject to a 15% withholding tax (5% if the
beneficial owner of the dividends is a corporation owning at least 10% of
Western's voting shares) pursuant to the Canada-U.S. Tax Convention (1980), as
amended (the "Treaty").
Except as provided in the Investment Canada Act (the "ICA"), there are no
limitations specific to the rights of non-Canadians to hold or vote securities
of the Company under the laws of Canada or British Columbia, or in Western's
charter documents.
The ICA requires non-Canadian persons or entities acquiring "control" (as
defined in the ICA) of a corporation carrying on business in Canada to either
notify, or file an application for review with, Investment Canada, the federal
agency created by the ICA. The ICA is applicable to, and Investment Canada may
review, transactions which result in the direct or indirect acquisition of
control of a Canadian business, where the gross value of corporate assets,
calculated in the manner prescribed, exceeds certain thresholds (generally five
million dollars, in the case of direct acquisitions and fifty million dollars,
in the case of indirect acquisitions), such thresholds being favourably varied
by the Minister each year for WTO investors (including the U.S.), except where
the activity of the business is related to uranium production, financial
services, transportation or culture. No change of voting control will be deemed
to have occurred, for purposes of the ICA, if less than one-third of the voting
control of a Canadian corporation is acquired by an investor.
If an investment is reviewable under the ICA, an application for review in
the form prescribed is normally required to be filed with Investment Canada
prior to the investment taking place, and the investment may not be implemented
until the review has been completed and the Minister responsible for Investment
Canada is satisfied that the investment is likely to be of net benefit to
Canada. If the Minister is not satisfied that the investment is likely to be of
net benefit to Canada, the non-Canadian applicant must not implement the
investment, or if the investment has been implemented, may be required to divest
itself of control of the business that is the subject of the investment.
E. TAXATION
CANADIAN INCOME TAX CONSIDERATIONS
The following is a summary of the principal Canadian federal income tax
consequences to a holder of Western's securities who is not resident in Canada
nor deemed to be a resident of Canada under the ITA.
The summary is of a general nature only, is not exhaustive of all income
tax considerations, and is not intended to be, and should not be construed to
be, legal or tax advice to any holder of our securities and no representation
with respect to the particular tax consequences to any holder of Western's
securities is made. Accordingly, holders of Western's securities should consult
with their own tax advisors with respect to the income tax consequences to them
of acquiring, holding or disposing of Western's securities, including the
applicability and the effect of any state, local or foreign tax laws and recent
changes in applicable tax laws.
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This summary is based on the current provisions of the ITA and the
regulations thereunder, our understanding of the current published
administrative practices of the Canada Revenue Agency, and all specific
proposals to amend the ITA and the regulations thereunder announced by the
Minister of Finance (Canada) prior to the date hereof. This summary does not
otherwise take into account or anticipate any changes in the law, whether by
judicial, governmental or legislative decisions or action, nor does it take into
account tax legislation or considerations of any province or territory of Canada
or any jurisdiction other than Canada.
This summary assumes that throughout the period that Western's securities
are outstanding: (i) the holders have never been resident in Canada, (ii)
Western's dealings with each of the holders will be at arm's length within the
meaning of the ITA; (iii) the securities are capital property to the holders;
(iv) the holders do not use or hold and are not deemed or considered to use or
hold the securities in carrying on business in Canada and have not acquired any
of them in one or more transactions considered to be an adventure in the nature
of trade within the meaning of the ITA; (v) the holders are not otherwise
required by or for the purposes of the laws of Canada to include an amount in
respect of any of Western's securities in computing income from carrying on
business in Canada; and (vi) with respect to the Secured Bonds, Western will
not, under any circumstances, be obliged to pay more than 25% of the aggregate
principal amount of the Secured Bonds within five years from the date of issue,
except in the event of a default under the terms of the Secured Bonds or of any
agreement relating thereto, or if the terms of the Secured Bonds or any such
agreement become unlawful or are changed by legislative, judicial or certain
administrative actions. This summary is not applicable to a holder of Western's
securities that is a "financial institution", a "specified financial
institution", or an interest in which would be a "tax shelter investment", all
as defined in the ITA.
Secured Bonds
No Canadian taxes on income (including taxable capital gains) will
generally be payable in respect of the holding, redemption or disposition of the
Secured Bonds by non-resident holders. No Canadian withholding tax will be
payable on interest paid or credited to non-resident holders of the Secured
Bonds.
The Western Shares
Dividends. Dividends paid on Western's shares to a non-resident holder
will be subject to withholding tax under the ITA at a rate of 25%, subject to a
reduction under the provisions of any relevant tax treaty. For holders who are
United States residents, under the Treaty this withholding tax rate is reduced
to 15%, and to 5% where the beneficial owner of the dividends is a corporation
resident in the United States that owns at least 10% of Western's shares.
Capital Gains. A non-resident holder is not subject to tax under the ITA
in respect of a capital gain realized upon the disposition of a Western share
unless, subject to the provisions of a relevant tax treaty, the share represents
"taxable Canadian property" to the holder, as defined in the ITA. Western's
shares will be taxable Canadian property to a non-resident holder only if the
non-resident holder, together with persons with whom the non-resident holder
does not deal at arm's length, collectively owned not less than 25% of the
issued shares of any class of the capital stock of Western at any time during
the five year period preceding the disposition of such shares. For a holder who
is a United States resident, even if the shares represent taxable Canadian
property, under the Treaty no Canadian taxes will generally be payable on a
capital gain realized on such shares, unless the value of such shares is derived
principally from real property situated in Canada.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
This section describes the material United States federal income tax
consequences for U.S. Holders (as defined below) that own Western securities.
This section does not apply to a U.S. Holder that is a member of a special class
of holders subject to special rules, including:
- a financial institution;
- a dealer in securities or commodities;
- a trader in securities;
- a tax-exempt organization;
- an insurance company;
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- a person liable for the alternative minimum tax;
- a person that holds Western securities as part of a "straddle,"
"hedge," "conversion transaction" or other integrated transaction;
- a person whose functional currency is not the U.S. dollar;
- a U.S. expatriate;
- a regulated investment company;
- a real estate investment trust; or
- a partnership or other pass through entity.
This section is based on the Internal Revenue Code of 1986, as amended,
its legislative history, existing and proposed regulations, published rulings
and court decisions, all as currently in effect. These laws are subject to
change, possibly on a retroactive basis.
For purposes of this discussion, a U.S. Holder is a beneficial owner of
securities that is:
- a citizen or resident of the United States;
- a domestic corporation;
- an estate, the income of which is subject to United States federal
income tax regardless of its source; or
- a trust, if a United States court can exercise primary supervision
over the trust's administration and one or more United States
persons are authorized to control all substantial decisions of the
trust.
U.S. Holders should consult their own tax advisors regarding the United
States federal, state and local and other tax consequences of owning and
disposing of Western securities in their particular circumstances.
The Western Shares
The following is a summary of certain U.S. federal income tax consequences
of the acquisition, ownership and disposition of Western shares by U.S. Holders
who, directly or indirectly, own less than 10% of Western voting shares, (ii)
hold Western shares as capital assets and (iii) are residents of the United
States and not also residents of Canada for purposes of the Treaty.
Taxation of dividends and distributions. Subject to the passive foreign
investment company ("PFIC") rules discussed below and the relevant Treaty
provisions, the gross amount of distributions made by Western with respect to
the Western shares (including the amount of any Canadian taxes withheld
therefrom) will generally be includable in a U.S. Holder's gross income in the
year actually or constructively received as foreign source dividend income to
the extent that such distributions are paid out of Western's current or
accumulated earnings and profits as determined under U.S. federal income tax
principles. Distributions in excess of current and accumulated earnings and
profits, as determined under United States federal income tax principles, will
be treated as non-taxable returns of capital to the extent of the U.S. Holder's
basis in the shares, and capital gain thereafter. No dividends-received
deduction will be allowed for U.S. federal income tax purposes for distributions
on Western shares. With respect to certain non-corporate U.S. Holders for
taxable years beginning before January 1, 2009, dividends may be taxed at the
lower applicable capital gains rate provided that (1) Western is not a PFIC (as
discussed below) for either the taxable year in which the dividend is paid or
the preceding taxable year, (2) Western is a "qualified foreign corporation" and
(3) certain holding period requirements are met. U.S. Holders should consult
their tax advisors regarding the availability of the lower rate for dividends
paid with respect to Western shares.
The amount of any distribution paid in Canadian dollars will be equal to
the U.S. dollar value of such Canadian dollars on the date such distribution is
received by a U.S. Holder, regardless of whether the payment is in fact
converted into U.S. dollars at that time. If a distribution of Canadian dollars
is converted into U.S. dollars on the date of receipt, a U.S. Holder generally
should not be required to recognize foreign currency gain or loss with respect
to the distribution. Gain or loss, if any, realized on
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the sale or other disposition of such Canadian dollars will generally be U.S.
source ordinary income or loss. The amount of any distribution of property other
than cash will be the fair market value of such property on the date of
distribution.
Taxation of sales or other dispositions of Western shares. Subject to the
PFIC rules discussed below, upon the sale or other disposition of Western
shares, a U.S. Holder will recognize capital gain or loss for United States
federal income tax purposes equal to the difference between the U.S. Holder's
amount realized and the U.S. Holder's tax basis in such shares. If a U.S. Holder
receives consideration for shares paid in a currency other than U.S. dollars,
the U.S. Holder's amount realized will be the U.S. dollar value of the payment
received. In general, the U.S. dollar value of such a payment will be determined
on the date of receipt of the payment for cash basis taxpayers and on the date
of disposition for accrual basis taxpayers. However, if the shares are treated
as traded on an established securities market and the U.S. Holder is a cash
basis taxpayer or an accrual basis taxpayer who has made a special election, the
U.S. dollar value of the amount realized in a foreign currency is determined by
translating the amount received at the spot rate of exchange on the settlement
date of the sale. Capital gain of a non-corporate U.S. Holder is generally taxed
at a reduced rate where the property is held more than one year. The gain or
loss will generally be income or loss from sources within the United States for
foreign tax credit limitation purposes.
Passive foreign investment company rules. Western believes that its shares
should not be treated as stock of a PFIC for United States federal income tax
purposes for the taxable year that ended on December 31, 2004. There can be no
assurance that Western will not be considered a PFIC in the current or any
future taxable year because the PFIC determination is an annual factual
determination and there are uncertainties in the application of the relevant
rules. If Western were to be treated as a PFIC for any year during a U.S.
Holder's holding period, unless that holder elects to be taxed annually on a
mark-to-market basis with respect to the shares (which election may only be made
if Western's shares are "marketable stock"), a U.S. Holder will be subject to
special tax rules with respect to any "excess distribution" received and any
gain realized from a sale or other disposition (including a pledge) of that
holder's shares. Distributions a U.S. Holder receives in a taxable year that are
greater than 125% of the average annual distributions received during the
shorter of the three preceding taxable years or the holder's holding period for
the shares will be treated as excess distributions. Under these special tax
rules
- the excess distribution or gain will be allocated rateably over the
U.S. Holder's holding period for the shares,
- the amount allocated to the current taxable year, and any taxable
year prior to the first taxable year in which Western is treated as
a PFIC, will be treated as ordinary income, and
- the amount allocated to each other year will be subject to tax at
the highest tax rate in effect for that year and the interest charge
generally applicable to underpayments of tax will be imposed on the
resulting tax attributable to each such year.
The tax liability for amounts allocated to years prior to the year of
disposition or "excess distribution" cannot be offset by any net operating
losses for such years, and gains (but not losses) realized on the sale of the
shares cannot be treated as capital, even if a U.S. Holder holds the Western
shares as capital assets.
If a U.S. Holder holds shares in any year in which Western is a PFIC, that
holder will be required to file Internal Revenue Service Form 8621.
Secured Bonds
Interest, original issue discount, market discount and premiums. To the
extent any portion of stated interest on the Secured Bonds is unconditionally
payable in cash at least annually, such interest will constitute "qualified
stated interest" and will be taxable to a U.S. Holder as ordinary income in
accordance with the holder's method of accounting for U.S. federal income tax
purposes. In addition the Secured Bonds will be treated as issued with original
issue discount ("OID") equal to the excess of their "stated redemption price at
maturity" over their "issue price." The stated redemption price at maturity of a
Secured Bond will include all payments on the Secured Bond, other than qualified
stated interest. Assuming a substantial portion of Secured Bonds were issued for
money, the issue price will generally equal the consideration paid for such
Secured Bonds upon the issuance thereof (or, if cash consideration were paid for
the Secured Bonds and Western shares, an allocable portion thereof). U.S.
Holders of Secured Bonds will recognize as additional interest income the amount
of OID on the Secured Bonds as the discount accrues over the term of the Secured
Bonds in accordance with a constant yield method.
If a U.S. Holder purchased a Secured Bond for an amount greater than its
adjusted issue price (its issue price increased by OID previously accrued on the
Secured Bond and decreased by any payments other than qualified stated interest)
and less than its stated redemption price, such holder will be considered to
have purchased the Secured Bond at an acquisition premium, and will be able to
reduce the amount of OID accruals by the allocable portion of such acquisition
premium. If a U.S. Holder purchased a
- 74 -
Secured Bond at an amount in excess of its stated redemption price, such holder
will be considered to have purchased the Secured Bond with amortizable bond
premium, will not be subject to the OID rules and may elect to amortize such
premium over the remaining term of the Secured Bond. If a U.S. Holder purchased
a Secured Bond at an amount less than the Secured Bond's revised issue price,
subject to a de minimis rule, such holder will be considered to have purchased
the Secured Bond at a market discount, and any gain recognized will be treated
as ordinary income to the extent of any accrued market discount on the Secured
Bond (unless the holder has made an election to accrue market discount in income
over the term of the Secured Bond).
Alternatively, a U.S. Holder may elect to include qualified stated
interest as well as OID, taking into account market discount, de minimis market
discount, amortizable bond premium or acquisition premium, if any, in gross
income on a constant yield basis.
Sale, exchange or retirement of the Secured Bonds. Upon the sale,
exchange, redemption, retirement at maturity or other disposition of a Secured
Bond, a U.S. Holder generally will recognize taxable gain or loss equal to the
difference between the sum of cash plus the fair market value of all other
property received on such disposition (except to the extent such cash or
property is attributable to accrued and unpaid interest, which amount will be
taxable as ordinary income unless previously included in income) and such U.S.
Holder's adjusted tax basis in the Secured Bond. A U.S. Holder's adjusted tax
basis in a Secured Bond generally will equal the cost of the Secured Bond to
such U.S. Holder, increased by OID included in income and any accrued market
discount included in income with respect to the Secured Bond, and decreased by
the amount of any payments (other than qualified stated interest) received by
such U.S. Holder and any amortizable bond premium previously taken into account.
Subject to the market discount rules discussed above, gain or loss
recognized on the disposition of a Secured Bond generally will be capital gain
or loss and will be long-term capital gain or loss if, at the time of such
disposition, the U.S. Holder's holding period for the Secured Bond is more than
one year. The deduction of capital losses is subject to certain limitations.
F. DIVIDENDS AND PAYING AGENT
Not Applicable.
G. STATEMENT BY EXPERTS
Not Applicable.
H. DOCUMENTS ON DISPLAY
By virtue of our Secured Bond Indenture, we are subject to the
informational requirements of the U.S. Securities Exchange Act of 1934, as
amended. In accordance with these requirements, we file reports and other
information with the Securities and Exchange Commission. These materials,
including this annual report and the exhibits hereto and Form 6-Ks, may be
inspected and copied (at prescribed rates) at the public reference facilities
maintained by the Commission at 100 F Street, N.E., Washington, D.C. 20549 and
at the Commission's regional offices. In addition, the SEC maintains a Web site
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC at www.sec.gov. The
public may obtain information on the operation of the Commission's public
reference facilities by calling the Commission in the United States at
l-800-SEC-0330.
We also file reports and other information with the securities regulator
authorities in certain provinces of Canada. The filings are electronically
available from the System for Electronic Document Analysis and Retrieval (SEDAR)
at www.sedar.com, the Canadian equivalent of the Commission's electronic
document gathering and retrieval system (EDGAR).
I. SUBSIDIARY INFORMATION
Not applicable.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
The table below provides information about our financial instruments that
are sensitive to changes in interest rates. The table presents, in respect of
our long-term debt obligations, principal cash flows and related interest rates
by expected maturity dates. The information is presented in Canadian dollar
equivalents, which is our reporting currency.
(1) Fair value determined based on the estimated market price of the Secured
Bonds as at December 31, 2004 translated at the foreign exchange rate at
December 31, 2004.
FOREIGN CURRENCY EXCHANGE RATE RISK
The table below provides information about our financial instruments by
functional currency and presents such information in U.S. dollars. The table
summarizes information with respect to our U.S. dollar-denominated long-term
debt obligations that are sensitive to foreign currency exchange rates. The
table presents principal cash flows and related interest rates by expected
maturity dates:
(1) Fair value determined based on the estimated market price of the Secured
Bonds as at December 31, 2004.
For the impact of changes in foreign exchange rates on operations and
long-term debt, please see "Item 5. Operating and Financial Review and Prospects
- D. Trend Information - Foreign Currencies".
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
PART II
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
In respect of the Company, none.
See, however, "Item 4. Information on the Company - A. History and
Development of the Company" for a discussion of our Predecessor's Plan.
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE
OF PROCEEDS
In respect of the Company, none.
See, however, "Item 4. Information on the Company - A. History and
Development of the Company" for a discussion of our Predecessor's Plan.
See "Item 8. Financial Information - A. Consolidated Statements and Other
Financial Statements - Dividend Information" and "Item 10. Additional
Information - B. Articles and Bylaws - Secured Bonds" for a discussion of
restrictions on dividends.
- 76 -
ITEM 15. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in our reports filed under the U.S.
Securities Exchange Act of 1934, such as our annual report on Form 20-F, is
recorded, processed, summarized and reported within the time periods specified
in the SEC rules and forms.
Our principal executive officer and principal financial officer have
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the
period covered by this annual report. Based on such evaluation, the conclusion
of such officers is that such controls and procedures are effective at a
reasonable assurance level that material information relating to us, including
our consolidated subsidiaries, is made known to them by others within the
Company and our consolidated subsidiaries, particularly during the period in
which this report is being prepared.
During and after such evaluation, there were no significant changes in our
internal controls or in other factors that has materially affected these
controls or is reasonably likely to materially affect these controls subsequent
to the date of their evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
ITEM 16. RESERVED
ITEM 16A AUDIT COMMITTEE FINANCIAL EXPERT
The Board has determined that there is at least one audit committee
financial expert serving on its audit committee. The Board has determined that
John MacIntyre, the chair of the Board and the audit committee, qualifies as an
audit committee financial expert, and that he is an independent (as defined
under the New York Stock Exchange rules) board member.
See "Item 6. Directors, Senior Management and Employees - A. Directors and
Senior Management" for a description of Mr. MacIntyre's experience and
education.
ITEM 16B CODE OF ETHICS
The Board has adopted two written codes of conduct, an Employee Code of
Conduct for employees and a Code of Business Conduct and Ethics for directors
and officers, including the CEO and CFO, to promote integrity and good
governance.
A copy of the Codes can be viewed on our website at www.westernforest.com.
A copy is also available upon request from our corporate secretary without
charge.
ITEM 16C PRINCIPAL ACCOUNTANT FEES AND SERVICES
EXTERNAL AUDITOR SERVICE FEES
The aggregate fees billed for professional services rendered by our
auditors, KPMG LLP to us and our Predecessor for the year ended December 31,
2004 are as follows:
- 77 -
Period from
July 28 to Period from January Year end
December 31, 2004 1 to July 27, 2004 December 31, 2003
----------------- ------------------- -----------------
Company Predecessor Predecessor
----------------- ------------------- -----------------
KPMG LLP
(a) Audit fees: $ 315,000
Audit of the consolidated financial statements
at December 31, 2004 $345,000 - -
Audit of the opening balance sheet at July 28, 165,000 - -
2004 20,000 $ 38,500 -
Quarterly reviews
(b) Audit-Related Fees(1) 45,250 144,200 165,050
TOTAL AUDIT AND AUDIT-RELATED FEES 575,250 182,700 480,050
(c) Tax Fees(2) 117,570 416,818 131,851
(d) All Other Fees:
Monitor fees in CCAA - 662,068 480,743
Internal control advisory fees - 45,000 -
Forensic services - 30,000 40,833
TOTAL FEES $692,820 $1,336,586 $1,133,527
(1) Audit-related fees for the current year consist principally of fees for
professional services rendered with respect to the auditors involvement
with the CCAA Information Circular and related accounting assistance,
audits of defined pension plans, and advice and assistance related to
accounting issues and new standards.
(2) Tax fees consist of fees for tax compliance services, tax planning and tax
restructuring associated primarily with the CCAA process.
PRE-APPROVAL POLICIES AND PROCEDURES OF NON-AUDIT SERVICES
The Audit Committee has adopted the following pre-approval policies:
(a) Annually, the Audit Committee will review a list of audit,
audit-related, tax and other non-audit services and recommend
pre-approval of these services.
(b) All additional requests to engage our auditor for other services
will be addressed on a case-by-case specific engagement basis.
Except as otherwise permitted by applicable law, the engagement may
only commence upon approval by the Audit Committee.
The Audit Committee pre-approves all services to be rendered by its
auditors. In particular, the Audit Committee pre-approves individually all
non-audit services to be rendered by its auditors. The Audit Committee has
pre-approved 100% of the services listed in items (b) to (d) of the table above
in respect of the Company. We understand that Doman's audit committee has
pre-approved 100% of the services listed in items (b) to (d) of the table above
in respect of our Predecessor.
ITEM 16D EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
ITEM 16E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED
PURCHASERS
None.
PART III
ITEM 17. FINANCIAL STATEMENTS
(a) Financial Statements of the Company:
1. Report of Independent Registered Public Accounting Firm, KPMG LLP.
- 78 -
2. Consolidated Balance Sheets as at December 31, 2004 and July 28,
2004.
3. Consolidated Statements of Operations and Consolidated Statements of
Deficit for the period from July 28, 2004 to December 31, 2004.
4. Consolidated Statements of Cash Flows for the period from July 28,
2004 to December 31, 2004.
5. Notes to Consolidated Financial Statements.
(b) Financial Statements of Doman Industries Limited(1)
1. Report of Independent Registered Public Accounting Firm, KPMG LLP.
2. Consolidated Balance Sheets as at July 28, 2004 and December 31,
2003.
3. Consolidated Statements of Operations and Consolidated Statements of
Deficit for the period from January 1, 2004 to July 28, 2004 and for
the years ended December 31, 2003 and 2002.
4. Consolidated Statements of Cash Flows for the period from January 1,
2004 to July 28, 2004 and for the years ended December 31, 2003 and
2002.
5. Notes to Consolidated Financial Statements.
(1) Although not comparable, certain consolidated financial information and
other information of Doman Industries Limited may be of limited interest
to security holders of Western, and has been included in this annual
report.
- 79 -
WESTERN FOREST PRODUCTS INC.
THE FOLLOWING CONSOLIDATED FINANCIAL STATEMENTS ISSUED SUBSEQUENT TO THE
IMPLEMENTATION OF THE PLAN MAY NOT BE COMPARABLE WITH THE CONSOLIDATED FINANCIAL
STATEMENTS ISSUED BY DOMAN INDUSTRIES LIMITED PRIOR TO THE PLAN IMPLEMENTATION,
DUE TO THE DIFFERENCES IN THE COMPANY'S CORPORATE AND FINANCIAL STRUCTURE AS
COMPARED TO DOMAN, THE APPLICATION OF FRESH START ACCOUNTING RESULTING FROM
IMPLEMENTATION OF THE PLAN AND DIFFERENCES IN CERTAIN ACCOUNTING POLICIES.
ACCORDINGLY THE COMPANY'S CONSOLIDATED FINANCIAL STATEMENTS DO NOT INCLUDE
COMPARATIVE INFORMATION. CERTAIN CONSOLIDATED FINANCIAL INFORMATION OF DOMAN
INDUSTRIES LIMITED MAY BE OF LIMITED INTEREST TO THE SECURITYHOLDERS OF THE
COMPANY, AND HAS BEEN INCLUDED FOR 2004, 2003 AND 2002 IN THIS FORM 20-F.
- 80 -
Consolidated Financial Statements
(Expressed in Canadian dollars)
WESTERN FOREST PRODUCTS INC.
For the period from July 28, 2004 to December 31, 2004
[KPMG LOGO]
KPMG LLP Telephone (604) 691-3000
CHARTERED ACCOUNTANTS Fax (604) 691-3031
PO Box 10426 777 Dunsmuir Street Internet www.kpmg.ca
Vancouver BC V7Y 1K3
Canada
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Western Forest Products Inc.
We have audited the accompanying consolidated balance sheets of Western Forest
Products Inc. as at December 31, 2004 and July 28, 2004 and the consolidated
statements of operations and deficit and cash flows for the period from July 28,
2004 to December 31, 2004. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about 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. We believe that our audits provide a
reasonable basis for our audit opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the Company as of
December 31, 2004 and July 28, 2004 and the results of its operations and its
cash flows for the period from July 28, 2004 to December 31, 2004 in accordance
with Canadian generally accepted accounting principles.
Canadian generally accepted accounting principles vary in certain significant
respects from accounting principles generally accepted in the United States of
America. Information relating to the nature and effect of such differences is
presented in note 13 to the consolidated financial statements.
/s/ KPMG LLP
Chartered Accountants
Vancouver, Canada
March 15, 2005, except as to note 13
which is as of June 15, 2005
KPMG LLP, a Canadian limited liability partnership is the Canadian
member firm of KPMG International, a Swiss cooperative.
WESTERN FOREST PRODUCTS INC.
Consolidated Balance Sheets
(Expressed in thousands of Canadian dollars)
Basis of presentation and reorganization proceedings (note 1)
Commitment and contingencies (note 9)
See accompanying notes to consolidated financial statements.
1
WESTERN FOREST PRODUCTS INC.
Consolidated Statement of Operations and Deficit
(Expressed in thousands of Canadian dollars, except for share and per share
amounts)
For the period from July 28, 2004 to December 31, 2004
Sales $ 324,106
Costs and expenses:
Cost of goods sold 263,374
Anti-dumping and countervailing duties 21,050
Freight expenses 27,903
Selling and administration 9,721
Amortization of property, plant and equipment 14,249
-----------
336,297
-----------
Operating loss (12,191)
Interest income (expense):
Bank indebtedness (1,660)
Long-term debt (17,045)
Foreign exchange gains on translation of long-term debt 27,436
Amortization of deferred finance costs and debt discount (1,133)
-----------
7,598
Other expense (96)
-----------
Loss before income taxes (4,689)
Income taxes (note 7) (781)
-----------
Net loss, being deficit, end of period $ (5,470)
===========
Loss per share:
Basic $ (0.21)
Diluted (note 8(d)) (0.21)
Weighted average number of common and non-voting shares outstanding
(thousands of shares) 25,636
===========
See accompanying notes to consolidated financial statements.
2
WESTERN FOREST PRODUCTS INC.
Consolidated Statement of Cash Flows
(Expressed in thousands of Canadian dollars)
For the period from July 28, 2004 to December 31, 2004
Cash provided by (used in):
Operations:
Loss for the period $ (5,470)
Items not involving cash:
Amortization of property, plant and equipment 14,249
Amortization and write-down of deferred charges 161
Foreign currency translation gains (27,436)
Amortization of deferred finance costs and
debt discount 1,133
Other (1,844)
-----------
(19,207)
Changes in non-cash working capital items:
Accounts receivable (860)
Inventory 8,860
Prepaid expenses 3,217
Accounts payable and accrued liabilities (17,061)
-----------
(5,844)
-----------
(25,051)
Investments:
Additions to property, plant and equipment (5,329)
Additions to capitalized roads (6,307)
Disposals of property, plant and equipment 2,949
Restricted assets (2,883)
Other (387)
-----------
(11,957)
Financing:
Bank indebtedness 28,375
-----------
Decrease in cash (8,633)
Cash, beginning of period 16,640
-----------
Cash, end of period $ 8,007
===========
Supplementary information:
Cash paid for:
Interest $ 19,677
Income taxes -
Non-cash item:
Take-back proceeds receivable (note 9(b)(iii)) 21,546
===========
See accompanying notes to consolidated financial statements.
3
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
1. BASIS OF PRESENTATION AND REORGANIZATION PROCEEDINGS:
Western Forest Products Inc.'s ("Western" and together with its
subsidiaries the "Company") business is the harvesting of timber and the
manufacturing and sale of lumber and pulp for worldwide markets. Western's
active subsidiaries, all wholly owned, are as follows:
Western Pulp Limited
WFP Lumber Sales Limited
4018982 Canada Inc. (formerly Doman Western Lumber Ltd.)
On November 7, 2002, Doman Industries Limited ("Doman") and certain of its
subsidiaries (collectively with Doman, the "Predecessor"), voluntarily
filed for protection under the Companies' Creditors Arrangement Act
(Canada) ("CCAA") with the British Columbia Supreme Court (the "Court").
On July 27, 2004, the Predecessor implemented a Plan of Compromise and
Arrangement under the CCAA and Reorganization under the Canada Business
Corporations Act (the "CBCA") (the "Plan") and emerged from protection
under the CCAA. Western was incorporated under CBCA on April 27, 2004
under the name "4204247 Canada Inc." for the purpose of implementing the
Plan. The Company changed its name to "Western Forest Products Inc." on
June 21, 2004. On July 27, 2004, Western acquired the solid wood and pulp
assets from the Predecessor. Until the Plan was implemented, Western did
not carry on any business and had no material assets or liabilities.
Western commenced active business on July 28, 2004.
The purpose of the Plan was to (1) compromise the claims of the
Predecessor's affected creditors so as to enable its solid wood and pulp
businesses to be carried on under a new corporate structure, with relief
from certain debt servicing and repayment obligations; and (2) facilitate
the repayment of Doman's secured senior notes through the distribution of
certain warrants (exercisable for Western's secured bonds and Common
shares) and the sale of certain private placement units consisting of
Western's secured bonds and Common shares.
The significant steps in the implementation of the Plan included:
(a) the incorporation of two new corporations, Western and Western Pulp
Limited ("WPL");
(b) the segregation of the principal operating assets of the Predecessor
into two separate operating groups: the solid wood assets, which
were transferred to Western, and the pulp assets, which were
transferred to WPL; WPL became a wholly-owned subsidiary of Western;
(c) the unsecured indebtedness of the Predecessor was compromised and
converted to approximately 75% of the Common shares of Western,
subject to certain cash elections; in addition, the Predecessor's
unsecured creditors were entitled to certain warrants (exercisable
for the Company's secured bonds and Common shares);
4
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
1. BASIS OF PRESENTATION AND REORGANIZATION PROCEEDINGS (CONTINUED):
(d) the indebtedness held by Doman's senior secured noteholders was
refinanced in full through a combination of a distribution of Class
A and B warrants to the Predecessor's unsecured creditors and a
private placement to certain standby purchasers (the "Standby
Purchasers"); for U.S.$210 million, the Company issued secured bonds
with an aggregate principal face value of U.S.$221 million and
approximately 25% of Western's Common shares to the Standby
Purchasers and those unsecured creditors of the Predecessor who
exercised the warrants; the proceeds of U.S.$210 million were used
primarily to repay Doman's senior secured noteholders and to cover
the Predecessors' CCAA exit costs, with the remaining amount
released to the Company for working capital purposes.
(e) Western entered into a working capital facility providing for
revolving advances up to $100 million (note 5) and reorganized
certain intercorporate debt; and
(f) Western issued three tranches of non-transferable Class C warrants
to purchase up to 10% of the Common shares of Western on the terms
set out in the Plan to existing shareholders of Doman (note 8); no
other distributions were made or other compensation paid to Doman
shareholders under the Plan.
The Company's balance sheet as at July 28, 2004 has been prepared under
the provisions of The Canadian Institute of Chartered Accountants ("CICA")
Handbook Section ("HB") 1625, "Comprehensive Revaluation of Assets and
Liabilities" ("fresh start accounting"). Under fresh start accounting, the
Company was required to determine its enterprise value. The enterprise
value of $535 million was determined by the Company's management based on
various third party reports and offers received in conjunction with the
Predecessor's reorganization proceedings. See also note (a)(ii) below.
5
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
1. BASIS OF PRESENTATION AND REORGANIZATION PROCEEDINGS (CONTINUED):
The following table summarizes the impact of adjustments required to
implement the Plan and to reflect the adoption of fresh start accounting:
Adjustments
Predecessor at --------------------------------- Western at
July 27, 2004 July 28, 2004
Balance prior to Fresh Start Balance after
Plan Implementation The Plan Accounting Plan
------------------- ------------- ----------- -------------
(note 1(a)) (note 1(b))
Assets
Current assets:
Cash $ 16,640 $ 279,750 (iii) $ - $ 16,640
(279,750) (ii)
Accounts receivable 77,109 - - 77,109
Inventory 198,159 - (12,590) 185,569
Prepaid expenses 8,421 - - 8,421
------------- ------------- ----------- -------------
300,329 - (12,590) 287,739
Investments 10,085 (3,173) (ii) - 6,912
Property, plant and equipment 452,402 - (30,740) 421,662
Other assets 17,266 75 (iii) (16,170) 1,171
------------- ------------- ----------- -------------
$ 780,082 $ (3,098) $ (59,500) $ 717,484
============= ============= =========== =============
Liabilities and Shareholders' Equity (Deficiency)
Current liabilities:
Bank indebtedness $ 49,738 $ - $ - $ 49,738
Accounts payable and accrued liabilities 97,049 (5,812) (v) - 91,237
Accounts payable subject to compromise 21,694 (21,694) (i) - -
Secured interest payable 62,841 (62,841) (iv) - -
Unsecured interest subject to
compromise 140,080 (140,080) (i) - -
Current portion of long-term debt subject to
compromise 683,573 (683,573) (i) - -
Current portion of long-term debt 213,200 (213,200) (iv) - -
------------- ------------- ----------- -------------
1,268,175 (1,127,200) - 140,975
Long-term debt - 279,825 (iii) - 279,825
Other liabilities 25,086 - 5,886 30,972
Future income taxes - - 10,537 10,537
Shareholders' equity (deficiency):
Old preferred shares 64,076 (64,076) (iv) - -
Old common and non-voting shares 242,942 (242,942) (iv) - -
New common shares - 255,175 (ii) - 255,175
Deficit (820,197) 896,120 (iii) (75,923) -
------------- ------------- ----------- -------------
(513,179) 844,277 (75,923) 255,175
------------- ------------- ----------- -------------
$ 780,082 $ (3,098) $ (59,500) $ 717,484
============= ============= =========== =============
6
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
1. BASIS OF PRESENTATION AND REORGANIZATION PROCEEDINGS (CONTINUED):
(a) Plan of Arrangement Adjustments:
In exchange for Doman's U.S. $513 million of unsecured senior notes
in default (the "Unsecured Notes") and the claims of other affected
creditors, the beneficial holders of two series of Doman Unsecured
Notes (the "Noteholders") and other creditors with affected claims
(the "Affected Claims") (collectively with the Noteholders, the
"Affected Creditors") received, on a pro rata basis, approximately
75% of the equity of the Company, consisting of newly issued common
shares.
(i) The following recorded liabilities of Doman, as at July 27,
2004, were liabilities subject to compromise.
Accrued interest payable on Unsecured Notes $ 140,080
Long-term debt subject to compromise consisting of the Unsecured Notes 683,573
------------
Noteholders' liabilities subject to compromise 823,653
------------
Accounts payable and accrued liabilities subject to compromise 21,694
Other long-term liabilities -
------------
Other affected creditors' liabilities subject to compromise 21,694
------------
Total $ 845,347
============
(ii) Under the Plan, the Company acquired all of the assets and
liabilities of Doman not subject to compromise, but excluding
the Port Alice pulp mill assets (previously sold on May 11,
2004), in exchange for 75% of the issued common shares of the
Company and certain warrants of the Company. The remaining 25%
of the issued common shares of the Company were issued to the
new Senior Secured Bondholders as described below. The common
share value of $255.2 million has been determined as the
enterprise value of $535 million of the Company using a going
concern valuation approach, less the $279.8 million fair value
of the new Senior Secured Bonds ("Secured Bonds") issued to
retire Doman's Senior Secured Notes ("Old Secured Notes").
Enterprise value determined in accordance with CICA 1625 is
consistent with reorganization value as that term is used in
United States generally Accepted Accounting Principles ("U.S.
GAAP") which was determined in accordance with the American
Institute of Certified Public Accountants Statement of
Position 90-7, "Financial Reporting by Entities in
Reorganization under the Bankruptcy Code". The Company engaged
independent financial advisors to assist in determining the
reorganization value and determined that the value was in a
range of $489 million to $611 million, with approximately $535
million representing the Company's best estimate. The
estimates of value took account of the many factors impacting
the solid wood and pulp industry segments in which the Company
operates including general economic factors such as predicted
housing starts in key markets and the impact of the softwood
lumber dispute between Canada and the United States. In
addition to offers received in conjunction with the
reorganization proceedings, various conventional valuation
techniques were used including discounted cash flow analysis,
comparable transaction analysis and the analysis of comparable
publicly traded company multiples. The valuation methods
utilized a number of estimates and assumptions including
projected future exchange rates and lumber and NBSK pulp
prices which, although considered reasonable by management,
may not be realized, and are subject to significant business,
economic and competitive uncertainties, many of which are
beyond our control. Changes in these estimates and assumptions
in the future may have a significant impact on our
reorganization value.
(iii) The Company issued Secured Bonds in the amount of US$221
million and 25% of the equity of the Company in exchange for
cash of US$210 million. The Secured Bonds are recorded at the
cash amount received of $279.8 million based on an exchange
rate of 1.3325 at July 27, 2004. The difference between the
cash paid and stated amount of the Secured Bonds represents a
discount that will be accreted over the five year term of the
Secured Bonds.
(iv) The holders of the Old Secured Notes of Doman received a
distribution of cash for 100% of their outstanding principle
of US$160 million ($213.2 million) and unpaid interest of
$62.8 million.
(v) The Predecessor paid outstanding advisory fees of $5.8 million
including legal, accounting and investment fees from cash on
hand immediately before the transfer of assets to the Company.
7
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
1. BASIS OF PRESENTATION AND REORGANIZATION PROCEEDINGS (CONTINUED):
(a) Plan of Arrangement Adjustments (continued):
(vi) The existing shareholders of Doman received three tranches of
non-transferable class C warrants (note 8(c)) to acquire up to
10% of the shares of the Company. The warrants will expire if
on or after July 27, 2005, the Company amalgamates or
completes a similar business combination that results in the
shareholders of the Company owning less than 80% of the issued
and outstanding equity shares of the continuing entity. In
preparing the opening balance sheet, no value has been
allocated to these warrants due to their contingent nature.
(b) Fresh start accounting adjustments:
The Company has performed a comprehensive revaluation of its balance
sheet under the provisions of the Canadian Institute of Chartered
Accountants ("CICA") Handbook Section ("HB") 1625, "Comprehensive
Revaluation of Assets and Liabilities" ("Fresh Start Accounting").
Under Fresh Start Accounting, the Company is required to assess the
fair value of its recorded and unrecorded assets and liabilities and
prepare a "fresh start accounting" balance sheet upon emergence from
the Plan.
As required by CICA HB 1625, the enterprise value of $535 million
has been allocated upon Fresh Start Accounting to the assets and
liabilities of the Company in accordance with the guidance in CICA
HB 1581 "Business Combinations":
Current assets $ 287,739
Investments 6,912
Property, plant and equipment 421,662
Other assets 1,171
-------------
717,484
Current liabilities 140,975
Secured Bonds 279,825
Other long-term liabilities 30,972
Future income taxes 10,537
-------------
462,309
-------------
Equity value $ 255,175
=============
The adjustments required to arrive at the values above are as follows:
Inventory valuation $ (12,590)
Property, plant and equipment write-down (30,740)
Deferred pension asset and other assets eliminated (16,170)
------------
(59,500)
Other long-term liabilities fair value adjustment (5,886)
Future income taxes (10,537)
------------
Elimination of remaining deficit $ (75,923)
============
8
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
2. SIGNIFICANT ACCOUNTING POLICIES:
These consolidated financial statements are prepared in accordance with
Canadian generally accepted accounting principles ("Canadian GAAP"), which
require management to make assumptions and estimates that affect the
reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Information regarding the measurement aspects of United States generally
accepted accounting principles ("U.S. GAAP") as they affect the Company's
consolidated financial statements is presented in note 13.
The significant policies are summarized below.
(a) Basis of consolidation:
These consolidated financial statements include the accounts of
Western Forest Products Inc. and all of its subsidiaries. All
intercompany balances and transactions have been eliminated on
consolidation.
(b) Inventory:
Inventory, other than supplies which are valued at average cost, are
valued at the lower of average cost and net realizable value as
follows:
(i) Lumber by species (hemlock, fir and cedar);
(ii) Logs by sawlogs and pulp logs; and
(iii) NBSK pulp and chips in aggregate.
(c) Property, plant and equipment:
Property, plant and equipment are initially recorded at cost.
Amortization periods range from 5 to 10 years, except:
(i) Logging roads: spur roads are expensed; temporary roads with a
life of over three years are capitalized and amortized on a
unit of production basis over the estimated volume of timber;
and mainline roads are amortized on a straight line basis over
the expected lives of the roads which range from 7 to 20
years.
(ii) Timberlands: are capitalized and amortized on a straight line
basis over 40 years; and
(iii) Squamish Pulp Mill: amortization is on a unit of production
basis over 15 years.
The Company conducts reviews for the impairment of property, plant
and equipment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. An
impairment loss would be recognized when estimates of future cash
flows expected to result from the use of an asset and its eventual
disposition are less than its carrying amount.
9
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(d) Foreign currency translation:
Transactions denominated in US dollars have been translated into
Canadian dollars at the approximate rate of exchange prevailing at
the time of the transaction. Monetary assets and liabilities have
been translated into Canadian dollars at the period-end exchange
rates. All exchange gains and losses are included directly in
earnings. Exchange gains and losses included in earnings that relate
to long-term debt are considered to be an integral part of financing
costs and, accordingly, are included in interest expense.
(e) Reforestation obligation:
Timber is harvested under various licences issued by the Province of
British Columbia. The future estimated reforestation obligation is
accrued on the basis of the volume of timber cut. The obligation is
recognized at the fair value in the period in which the legal
obligation was incurred, with the fair value of a liability
determined with reference to the present value of estimated future
cash flows.
In periods subsequent to the initial measurement, changes in the
liability resulting from the passage of time and revisions to fair
value calculations are recognized in the statement of operations as
they occur. The non-current and current portion of this obligation
are included in other liabilities and accounts payable and accrued
liabilities, respectively.
(f) Revenue recognition:
Sales are recognized when title to the goods transfers and the risk
and rewards of ownership are passed to the customer which is
generally at the time products are shipped to external customers.
Countervailing and anti-dumping duties and freight costs are
included in costs and expenses.
(g) Income taxes:
The Company uses the liability method of accounting for future
income taxes. Under the liability method, future income tax assets
and liabilities are determined based on temporary differences
(differences between the accounting bases and the tax bases of
existing assets and liabilities), and are measured using the
currently enacted, or substantively enacted, tax rates and laws
expected to apply when these differences reverse. A valuation
allowance is recorded against any future income tax asset if it is
more likely than not that the asset will not be realized.
(h) Employee future benefits:
The Company recognizes the cost of retirement benefits and certain
other post-employment benefits over the periods in which the
employees render services to the entity in return for the benefits
and with respect to pensions, requires the use of a discount rate,
that is set with reference to market interest rates on high-quality
debt instruments, to measure the accrued pension benefit obligation.
10
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(i) Adoption of accounting policies:
As a result of fresh start accounting, the Company adopted most of
the accounting policies of the Predecessor Company except for the
following:
(i) for inventory valuation, the Predecessor aggregated lumber
species in testing for lower of cost and net realizable value;
(ii) for inventory valuation, the Predecessor aggregated sawlogs
and pulp logs in testing for lower of cost and net realizable
value; and
(iii) for spur roads, the Predecessor capitalized spur roads and
amortized the roads based on timber accessed by the roads.
3. INVENTORY:
Raw materials $ 4,048
Logs 76,491
Finished pulp 6,510
Lumber 67,850
Supplies and other 21,810
---------
$ 176,709
=========
During the period ended December 31, 2004, the Company reduced timberlands by
$16.5 million and roads by $4.0 million to recognize the timber-take back
proceeds (note 9(b)(iii)).
11
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
4. PROPERTY, PLANT AND EQUIPMENT (CONTINUED):
Amortization of property, plant and equipment:
Amortization of buildings and equipment $ 6,120
Amortization of timberlands and logging roads 8,129
---------
$ 14,249
=========
5. BANK CREDIT FACILITY:
On July 27, 2004, the Company established a three-year revolving credit
facility, secured by receivables and inventory, which bears an interest
rate of prime plus 0.75%. The size of this asset-backed facility is
determined by the level of outstanding receivables and inventory, but
cannot exceed $100,000,000.
At December 31, 2004, of the $93,906,000 of the facility that was
available to the Company, $78,113,000 had been drawn down and $2,949,000
was used to support standby letters of credit leaving a balance of
$12,844,000 available for future use.
6. LONG-TERM DEBT:
December 31, July 28,
2004 2004
----------- -----------
Secured Bonds (US $221,000,000), 15% due in 2009 $ 253,522 $ 279,825
=========== ===========
12
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
6. LONG-TERM DEBT (CONTINUED):
On July 27, 2004, the Company issued US$221,000,000 of 15% Secured Bonds
due 2009 for proceeds of US$210,000,000. Interest is payable semi-annually
in arrears on December 31 and June 30 of each year commencing December 31,
2004. The Company has the right to defer payment of up to one-half of the
interest payable on any interest payable date for up to five years but not
beyond the maturity date of the Secured Bonds. The Secured Bonds are
secured by a first priority charge over all of the fixed assets of the
Company including timber tenures, sawmills and the value-added lumber
remanufacturing plant. The security ranks subordinate to the security
provided under the working capital facility (see note 5). The Secured
Bonds are redeemable at the option of the Company at any time after July
27, 2005 at their principal amount plus (i) a premium (which decreases
annually to their 2009 maturity date resulting in a redemption price of:
2005 - 107.50%; 2006 - 105.50%; 2007 - 103.50%; 2008 - 101.50%) and (ii)
any accrued and unpaid interest.
The indenture governing the Secured Bonds contains certain restrictions
regarding, among other things, the ability of the Company to incur
additional indebtedness (with certain exceptions) and limitations on the
payment of dividends and other restricted payments. Subject to ensuring
adequate liquidity, proceeds from asset sales, a softwood lumber duty
settlement and capital market transactions are generally to be used to
redeem Secured Bonds. At December 31, 2004, $2.9 million of cash from
asset sales and $21.5 million in accounts receivable from the B.C.
Government for the timber take-back (note 9 (b)(iii)) have been included
in restricted assets on the balance sheet as these funds may be required
to redeem Secured Bonds to the extent that the adequate liquidity criteria
is met in the future.
7. INCOME TAXES:
Income tax expense for the period from July 28, 2004 to December 31, 2004
differs from the amount that would be computed by applying the Company's
combined Federal and Provincial statutory rate as follows:
2004 Tax rate
---------- --------
Net loss before taxes $ (4,689)
==========
Expected income tax recovery $ 1,670 35.62 %
Tax effect of:
Capital gains tax rate on unrealized foreign exchange gain 4,685 99.91
Losses not recognized (5,961) (127.13)
Large corporations tax (781) (16.66)
Other (394) (8.40)
---------- --------
Income tax expense per financial statements $ (781) (16.66) %
========== ========
Income tax recovery (expense) comprised of:
Current income tax expense $ (781)
Future income tax expense -
========== ========
13
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
7. INCOME TAXES (CONTINUED):
December 31, July 28,
2004 2004
------------ -----------
Future tax assets:
Losses carried forward $ 5,961 $ -
Reforestation and other accruals not deductible for tax
until paid 10,464 11,032
---------- -----------
16,425 11,032
Valuation allowance (6,037) -
---------- -----------
10,388 11,032
Future tax liabilities:
Property, plant and equipment, due to differences in net
book value and unamortized capital cost (16,240) (21,569)
Unrealized foreign exchange gain (4,685) -
---------- -----------
(20,925) (21,569)
---------- -----------
Net future tax liability $ (10,537) $ (10,537)
========== ===========
In addition, at December 31, 2004, a subsidiary of the Company has unused
tax losses carried forward of approximately $450,000,000 (July 28, 2004 -
$500,000,000) expiring between 2005 and 2010 which are available to reduce
taxable income and capital losses of $880,000,000 which are available
indefinitely, but can only be utilized against capital gains. The ability
of the Company and its subsidiary to utilize the losses carried forward
and capital losses is not considered more likely than not and therefore, a
valuation allowance has been provided against the tax assets.
8. SHARE CAPITAL:
(a) Authorized and issued share capital:
Western's authorized capital consists of an unlimited number of
Common shares (the "Common Shares") and an unlimited number of
preferred shares issuable in series, of which, as of December 31,
2004, 25,635,424 Common Shares are issued and outstanding, and no
preferred shares are issued and outstanding.
All Common Shares rank equally as to voting rights, participation in
a distribution of the assets of Western on a liquidation,
dissolution or winding-up of Western and the entitlement to
dividends.
14
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
8. SHARE CAPITAL (CONTINUED):
(b) Stock-based compensation plan:
Western has an incentive stock option plan (the "Option Plan"),
which permits the granting of options ("Options") to eligible
participants to purchase up to a maximum of 2,500,000 Common Shares,
which have been reserved for issuance under the Plan. The Option
Plan provides that Western's Board of Directors may from time to
time grant Options to acquire Common Shares to any participant who
is an employee, officer or director of Western or its affiliates or
a consultant to Western or its affiliates.
The total number of Common Shares that may be reserved for issuance
to any one participant pursuant to Options granted under the Option
Plan may not exceed 5% of the issued and outstanding Common Shares
of the Company outstanding (on a non-diluted basis) on the grant
date of the Options. The maximum number of Common Shares that may be
reserved for issuance under Options granted to insiders and their
associates under the Option Plan may not exceed 10% of the issued
and outstanding Common Shares on a non-diluted basis at the grant
date of the Options. The maximum number of Common Shares that may be
issued to the Company's insiders and their associates pursuant to
Options granted under the Option Plan within any one-year period may
not exceed 10% of the Company's issued and outstanding Common Shares
on a non-diluted basis at the end of such period and, in the case of
any one insider and his associates, may not exceed 5% of the issued
and outstanding Common Shares.
Each Option is exercisable, subject to vesting terms as may be
determined by the Board, into one Common Share, subject to
adjustments, at a price of not less than the closing price of the
Common Shares on the TSX on the day immediately preceding the grant
date. Options granted under the Option Plan expire, generally, a
maximum of ten years from the date of the grant.
The following table summarizes the Options outstanding at December
31, 2004:
Number of Exercise price per Weighted average
Common Shares Common Share exercise price
------------- ------------------ ---------------
Outstanding, July 28, 2004 - - -
Granted 299,590 $ 9.72 $ 9.72
Cancelled - - -
Exercised - - -
------- ---------- ----------
Outstanding, December 31, 2004 299,590 $ 9.72 $ 9.72
======= ========== ==========
15
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
8. SHARE CAPITAL (CONTINUED):
(b) Stock-based compensation plan (continued):
Details of options outstanding under the share option plan at
December 31, 2004 are as follows:
Options outstanding Options exercisable
---------------------------------- -------------------------------
Number Weighted Number
Range of outstanding average Weighted exercisable, Weighted
exercise December 31, remaining average December 31, average
prices 2004 option life (yrs) exercise price 2004 exercise price
-------- ------------ ----------------- -------------- ------------ --------------
$ 12.10 49,590 4.5 $ 12.10 (1) - $ 12.10
$ 9.50 250,000 4.7 9.25 (2) - 9.25
------- ------- --- -------- ------------ --------
299,590 $ 9.72 - $ 9.72
======= ======= === ======== ============ ========
(1) Granted at a 10% premium above trading price of the shares at grant date.
(2) Granted at the trading price of the shares at grant date.
During the period ended December 31, 2004, 299,590 Options with a
weighted average fair value of $4.51 per Common Share were granted
and valued using the Black-Scholes option pricing model with the
following weighted average assumptions:
Risk-free interest rate (%) 4.5%
Expected volatility (%) 30%
Expected life (in years) 5 - 10
Expected dividends 0%
The Black-Scholes option pricing model was developed for use in
estimating the fair value of traded options that have no vesting
restrictions and are fully transferable. Option pricing models also
require estimates, which are highly subjective, including expected
volatility of the underlying stock. The Company bases estimates of
volatility on historical stock prices. Changes in assumptions can
materially affect estimates of fair values.
The Company recorded compensation expense of $73,000 during the
period based on the fair value of the options of $1,350,000 as
determined under Black-Scholes using the above assumptions, and
prorated for the vesting periods and the number of days in the
reporting period.
(c) Class C Warrants:
The Company issued 569,373 Tranche 1 Class C Warrants, 854,146
Tranche 2 Class C Warrants and 1,423,743 Tranche 3 Class C Warrants
(collectively, the "Class C Warrants") as of July 27, 2004. Each
Class C Warrant entitles the holder to purchase one Common Share
(subject to certain adjustments) at the following exercise price:
$16.28 for Tranche 1 Class C Warrants, $26.03 for Tranche 2 Class C
Warrants, and $33.83 for the Tranche 3 Class C Warrants.
16
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
8. SHARE CAPITAL (CONTINUED):
(c) Class C Warrants (continued):
The Class C Warrants are non-transferable and have a five-year term,
subject to early termination provisions. Western is entitled to give
a 30-day notice of termination with respect to any tranche of Class
C Warrants if, during a 20-day trading period ending prior to the
fifth business day prior to the date of such notice, the Company's
Common shares trade at weighted average price per share that is more
than 125% of the exercise price of such tranche. In addition, the
warrants will expire if, on or after July 27, 2005, the Company
amalgamates or completes a similar business combination that results
in the shareholders of the Company owning less than 80% of the
issued and outstanding equity shares of the continuing entity. For
accounting purposes, no value has been allocated to these warrants
due to their contingent nature.
(d) Diluted loss per share was calculated by reference to the weighted
average number of shares outstanding and did not take into account
299,590 options and 569,373 tranche 1, 854,146 tranche 2 and
1,423,743 tranche 3 warrants as these were anti-dilutive.
9. COMMITMENT AND CONTINGENCIES:
(a) Operating leases:
Future minimum lease payments at December 31, 2004 under operating
leases were as follows:
On March 21, 2002 and further adjusted on April 25, 2002, the
U.S. Department of Commerce ("USDOC") issued its final
determination in the countervailing and antidumping
investigations. The USDOC's final determination in the
countervailing investigation resulted in a duty rate of
18.79%. The USDOC's final determination in the antidumping
investigation resulted in Company specific duty rates ranging
from 2.18% to 12.44% on the six companies investigated and an
all other rate of 8.43% for all other companies including this
Company's Predecessor.
On May 16, 2002, the U.S. International Trade Commission
("USITC") published its final written determination on injury
and stated that Canadian softwood lumber threatens material
injury to the U.S. industry. As a result, effective from May
22, 2002, cash deposits were required for shipments at the
rates determined by the USDOC. All prior bonds or cash
deposits posted prior to May 22, 2002 and since inception of
this dispute on April 2, 2001 were refunded.
17
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
9. COMMITMENT AND CONTINGENCIES (CONTINUED):
(b) Contingencies (continued):
(i) Softwood lumber duties (continued):
Effective December 20, 2004, the USDOC implemented new deposit
rates for shipments made after this date. The USDOC reduced
the countervailing duty deposit rate to 17.18% from 18.79% and
the all others anti-dumping deposit rate to 3.78% from 8.43%.
These new deposit rates are based on the USDOC's final rate
determinations for the first Administrative review period (May
22, 2002 to March 31, 2003 for the countervailing duty case
and May 22, 2002 to April 30, 2003 for the anti-dumping duty
case). Effective February 24, 2005, the USDOC further reduced
the countervailing deposit rate to 16.37% to adjust for
ministerial errors.
The Company has expensed $21,050,000 in duties for the period
from July 28, 2004 to December 31, 2004 representing the
combined final countervailing and antidumping duties of 27.22%
for the period from May 22, 2002 to December 20, 2004 and
20.96% from December 20, 2004. The Company and its Predecessor
have paid US$73,300,000 in cash deposits since May 22, 2002.
The Company and other Canadian forest product companies, the
Federal Government and Canadian provincial governments
("Canadian Interests") categorically deny the U.S. allegations
and strongly disagree with the final countervailing and
antidumping determinations made by the USITC and USDOC.
Canadian Interests continue to pursue appeals of the final
countervailing and dumping determinations with the appropriate
courts, NAFTA panels and the WTO.
NAFTA and WTO panels have issued several rulings with respect
to the countervailing and anti-dumping investigations. The
USDOC has responded to these rulings and modified its
methodology and calculations in evaluating and calculating
subsidy and dumping rates. However, primarily in the
countervailing case, with each response to NAFTA panel
rulings, the USDOC's methodology changes have resulted in
substantive changes to the duty rates, both up and down,
making it difficult to accurately estimate the final rates
after all appeals will be complete. As a result, the Company
has not recorded any receivable for prior periods as a result
of the change in the cash deposit rate applicable to new
shipments.
A NAFTA Panel, in reviewing the "threat of injury"
determination made by the USITC, has ruled that the USITC has
not been able to provide the NAFTA Panel with substantive
evidence to support the USITC ruling of "threat of injury".
The NAFTA Panel requested that the USITC reverse its ruling on
"threat of injury" with which the USITC reluctantly complied.
US interests are appealing this ruling to an Extraordinary
Challenge Committee ("ECC") Panel. If the ECC Panel upholds
this finding by the NAFTA Panel, the Company would expect that
all prior duties paid would be refunded with interest.
However, there can be no certainty that the USDOC would comply
with this ruling and US industry and trade groups have
indicated that they may even challenge the constitutional
validity of NAFTA in US courts.
18
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
9. COMMITMENT AND CONTINGENCIES (CONTINUED):
(b) Contingencies (continued):
(i) Softwood lumber duties (continued):
The final amount of countervailing and antidumping duties that
may be assessed on the Company's Canadian softwood lumber
exports to the U.S. cannot be determined at this time and will
depend on appeals of the final determinations to any reviewing
courts, NAFTA or WTO panels. Notwithstanding the final rates
established in the investigations, the final liability for the
assessment of countervailing and antidumping duties will not
be determined until each annual administrative review process
is complete, including appeals.
(ii) Litigation and claims:
In the normal course of its business activities, the Company
is subject to a number of claims and legal actions that may be
made by customers, suppliers and others in respect of which
either provision has been made or for which no material
liability is expected.
(iii) The Forest Revitalization Plan:
Retroactive to March 31, 2003, the Government of British
Columbia (the "Crown" or "Provincial Government") as part of
the Forestry Revitalization Plan (the "FR Plan"), reduced the
Crown land portion of the allowable annual cut ("AAC") from
major tenure holders by 20%, less an exemption for the first
200,000 cubic metres, in exchange for compensation payable by
the Crown. The take-back under the FR Plan reduced the
Predecessor's and subsequently, the Company's, harvesting
rights by 685,216 cubic metres from its tree farm licences
("TFL") and forest licences ("FL") and 827 hectares from its
timber licences. Although the legal take-back is retroactive
to March 31, 2003, all licence holders were able to continue
to operate in the normal course of business within the
take-back areas until the Minister of Forests issues a final
take-back order.
The first phase of negotiations with the Crown regarding the
reduction of the Company's harvesting rights began in November
2003. These negotiations have recently concluded and a
settlement framework agreement has been reached on
compensation to be paid to the Company by the Crown. In 2005,
pursuant to terms of the settlement framework agreement, the
Company received $16.5 million in compensation for the loss of
685,216 cubic metres of AAC and 827 hectares of timber
licences. Under this agreement, the Company also received an
advance payment of $5 million towards compensation for
improvements the Company made to Crown land in the take-back
areas ($4 million has been recorded as a reduction in
capitalized roads and $1 million has been recorded in accounts
payable for future site obligations). The amounts were
included as receivables in restricted assets as of December
31, 2004 and these proceeds resulted in no gain or loss due to
the fair value allocations as at July 28, 2004.
Negotiations in 2005 will finalize take-back areas, complete
the compensation payments for improvements and determine if
there will be cost recovery for costs already incurred for
planning and inventories. The final comprehensive settlement
agreement is expected to be reached in 2005.
19
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
9. COMMITMENT AND CONTINGENCIES (CONTINUED):
(b) Contingencies (continued):
(iii) The Forest Revitalization Plan (continued):
In 2003, the Crown budgeted for two funds totalling $275
million - $200 million to compensate British Columbia forest
companies for the reduction of harvesting rights and $75
million to mitigate impacts on their displaced contractors as
well as company and contractor employees. In early 2005 the
Crown announced that they would increase each fund by $50
million in fiscal 2005/06. The Company is working with the
Crown to determine compensation for its displaced workers and
contractors.
10. SEGMENTED INFORMATION:
(a) Industry segments:
The Company is an integrated Canadian forest products company
operating in two industry segments. The Solid Wood Segment comprises
the Company's timber harvesting, reforestation, sawmilling,
value-added lumber remanufacturing and lumber marketing operations.
The Pulp Segment comprises the Company's NBSK pulp manufacturing and
sales operations.
July 28 to December 31, 2004
----------------------------------------------
Solid wood Pulp Total
------------ ------------ ------------
Sales:
To external customers $ 243,740 $ 80,366 $ 324,106
To other segment (1) 15,852 - 15,852
------------ ------------ ------------
$ 259,592 $ 80,366 $ 339,958
============ ============ ============
July 28 to December 31, 2004
----------------------------------------------
Solid wood Pulp Total
------------ ------------ ------------
Segmented operating loss $ (3,676) $ (2,370) $ (6,046)
General corporate expenses (6,145)
Cash interest (18,705)
Foreign exchange gain/amortization of
finance costs 26,303
Other expense (96)
Income tax expense (781)
------------
Net loss $ (5,470)
============
20
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
10. SEGMENTED INFORMATION (CONTINUED):
(a) Industry segments (continued):
July 28 to December 31, 2004
----------------------------------------------
Solid wood Pulp Total
------------ ------------ ------------
Identifiable assets $ 594,008 $ 84,609 $ 678,617
Corporate assets 17,818
------------ ------------ ------------
$ 696,435
============ ============ ============
Amortization of property, plant and equipment $ 13,137 $ 1,112 $ 14,249
============ ============ ============
Capital expenditures $ 11,636 $ - $ 11,636
============ ============ ============
(1) Inter-segment sales are accounted for at prevailing market prices.
(b) Geographic information:
(i) Sales:
The Company's sales, based on the known origin of the customer, from
July 28 to December 31, 2004 were as follows:
Canada $ 86,860
United States 110,753
Asia 94,509
Europe 29,299
Other 2,685
------------
$ 324,106
============
(ii) Property, plant and equipment:
All of the Company's property, plant and equipment are located in
British Columbia, Canada.
11. PENSION PLANS:
The Company's hourly paid employees are members of union pension plans
established pursuant to collective bargaining agreements. The aggregate
contributions made by the Company and charged to earnings amounted to
$3,953,000 for the period from July 28, 2004 to December 31, 2004.
The Company has defined benefit pension plans which cover substantially
all salaried employees. The plans provide pensions based on length of
service and final average annual earnings. The Company also has health
care plans covering certain hourly and retired salaried employees.
On July 28, 2004, the Company implemented fresh start accounting and
recorded on its books a liability of $17,978,000 representing the excess
of actuarial liabilities over the market value of assets as calculated by
the Company's actuary. Included in this amount are the liabilities for the
Supplementary pension plan ($6,681,000) and the hourly bridging and hourly
non-pension post retirement plans ($10,097,000) all of which are unfunded
arrangements.
21
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
11. PENSION PLANS (CONTINUED):
Information about the Company's salaried pension plans and other
non-pension benefits, in aggregate, for the period from July 28, 2004 to
December 31, 2004 is as follows:
Salaried Non-pension
pension plans plans
------------- ------------
Plan assets:
Market value, beginning of period $ 89,333 $ -
Company contributions 876 158
Employees' contributions 16 -
Benefits paid (2,621) (158)
Actual return on assets 7,138 -
------------ ------------
Market value, end of period $ 94,742 $ -
============ ============
Accrued benefit obligation:
Balance, beginning of period $ 98,149 $ 9,162
Company current service cost 1,220 80
Past service cost - -
Employees' contributions 16 -
Benefits paid (2,621) (158)
Interest on obligation 2,615 272
Actuarial loss 5,665 1,116
------------ ------------
Balance, end of period $ 105,044 $ 10,472
============ ============
Funded status (end of year):
Funded status deficit $ (10,302) $ (10,472)
Unamortized past service costs - -
Unamortized net actuarial losses 1,259 1,116
------------ ------------
Balance sheet liability $ (9,043) $ (9,356)
============ ============
Included in the accrued benefit obligations above for salaried pension
plans and non-pension plans, at December 31, 2004, are the liabilities for
the Supplementary pension plan ($6,524,000) and the hourly bridging and
hourly non-pension post retirement plans ($11,601,000) which are unfunded
arrangements.
22
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
11. PENSION PLANS (CONTINUED):
The significant actuarial assumptions adopted in measuring the Company's
accrued benefit obligations are as follows:
Discount rate at beginning of year:
Pension plans 6.50%
Non-pension plans 6.50%
Discount rate at end of year:
Pension plans 6.00%
Non-pension plans 6.00%
Expected long term return on assets:
WFP and Doman Plan 7.50%
Other plans n/a
Rate of compensation increases 3.50%
Health care cost trend rate 6.90% for 2005 reducing to 4.30% in 2011
========================================
The Company's salaried pension and non-pension benefits expense for 2004
is as follows:
Salaried Non-pension
pension plans plans
------------ ------------
Current service cost $ 1,220 $ 80
Interest cost 2,615 272
Actual return on assets (7,138) -
Amortization of past service cost - -
Actuarial loss 5,665 1,116
Difference between actual and expected return on plan assets:
Return on plan assets 4,406 -
Actuarial loss (5,665) (1,116)
------------ ------------
$ 1,103 $ 352
============ ============
12. FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES:
(a) Fair value of financial instruments:
The estimated fair values of the Company's financial instruments as
at December 31, 2004 are as follows:
Carrying Fair
amount value
---------- ----------
Accounts receivable $ 99,515 $ 99,515
Restricted assets 24,428 24,428
Other investments 7,166 7,166
Bank indebtedness 78,113 78,113
Accounts payable and accrued liabilities 75,176 75,176
Secured Bonds (note 6) 253,522 286,480
========== ==========
23
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
12. FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES (CONTINUED):
(a) Fair value of financial instruments (continued):
The fair value of the Company's accounts receivable, bank
indebtedness, and accounts payable and accrued liabilities was
estimated to approximate their carrying values due to the immediate
or short-term maturity of these financial instruments. The fair
value of the Company's other investments, as a result of their
nature, was also estimated to approximate their carrying values. The
fair value of the Company's Secured Bonds was estimated based on
market prices.
(b) Concentration of credit risk:
The Company has significant exposures to individual customers
including one customer which comprised 11% of the Company's sales
for the period from July 28, 2004 to December 31, 2004. However, all
of the Company's sales are either made on a cash basis, without
credit terms, or are insured for 90% of their sales value with the
Export Development Corporation.
13. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES:
As indicated in note 2, these consolidated financial statements have been
prepared in accordance with Canadian GAAP, which, in the case of the
Company, the measurement principles of which conform in all material
respects with U.S. GAAP, except as set forth below.
(a) Adjustments to consolidated statements of operations:
Net loss in accordance with Canadian GAAP $ (5,470)
Adjustments to conform to U.S. GAAP -
----------
Net loss in accordance with U.S. GAAP (5,470)
Minimum pension liability adjustment (d) (215)
----------
Comprehensive loss in accordance with U.S. GAAP (e) $ (5,685)
==========
Weighted average number of shares outstanding 25,636
==========
Basic loss per share in accordance with U.S. GAAP $ (0.21)
Diluted loss per share in accordance with U.S. GAAP (0.21)
==========
24
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
13. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED):
(b) Adjustments to consolidated assets, liabilities and shareholders'
equity:
December 31, July 28,
2004 2004
------------ ------------
Total assets in accordance with Canadian GAAP $ 696,435 $ 717,484
Adjustment to conform to U.S. GAAP - -
------------ ------------
Total assets in accordance with U.S. GAAP $ 696,435 $ 717,484
============ ============
Total liabilities in accordance with Canadian GAAP $ 446,730 $ 462,309
Minimum pension liability (d) 215 -
------------ ------------
Total liabilities in accordance with U.S. GAAP $ 446,945 $ 462,309
============ ============
Total shareholders' equity in accordance
with Canadian GAAP $ 249,705 $ 255,175
Cumulative change in accumulated other comprehensive
loss relating to:
Minimum pension liability (d) (215) -
------------ ------------
Total shareholders' equity in accordance with U.S. GAAP $ 249,490 $ 255,175
============ ============
Total liabilities and shareholders' equity $ 696,435 $ 717,484
============ ============
(c) Continuity of shareholders' equity (deficit):
January 1 to
July 28 to January 1 to December 31,
December 31, July 27, 2004 2003
2004 (Predecessor) (Predecessor)
------------ ------------- -------------
(Restated)
Shareholders' equity (deficit),
beginning of period $255,175 $(472,193) $(473,187)
Net income (loss), continuing (5,470) 484,619 18,731
Net income (loss), discontinued - (12,426) (19,937)
Other comprehensive gains (losses) (215)(d) - 2,200 (h)
-------- --------- ---------
Shareholders' equity (deficit), end of period $249,490 $ - $(472,193)
======== ========= =========
25
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
13. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED):
(d) Minimum pension liability:
Under U.S. GAAP, if the accumulated benefit obligation exceeds the
market value of plan assets, a minimum pension liability for the
excess is recognized to the extent that the liability recorded in
the balance sheet is less than the minimum liability. Any portion of
this additional liability that relates to unrecognized prior service
cost is recognized as an intangible asset while the remainder is
charged to comprehensive income (loss). Canadian GAAP has no such
requirement to record a minimum liability and does not have the
concept of comprehensive income.
(e) Comprehensive income (loss):
SFAS No. 130, "Reporting Comprehensive Income", requires that a
company classify items of other comprehensive income by their nature
in a financial statement and display the accumulated balance of
other comprehensive income separately from share capital and deficit
in the shareholders' equity section of the consolidated balance
sheet.
(f) Variable interest entities:
For U.S. GAAP purposes, the Company applies Financial Accounting
Standards Board's ("FASB") Interpretation No. 46R, "Consolidation of
Variable Interest Entities", which requires that the holders of
variable interests in a variable interest entity ("VIE") evaluate if
they expect to absorb the majority of the VIE's expected losses
and/or receive the majority of its expected residual returns, or
both, in which case they are identified as the primary beneficiary
of the VIE and are required to consolidate the VIE regardless of the
extent, if any, of voting interests. The application of FIN 46R has
not impacted this U.S. GAAP reconciliation as the Company has not
identified any VIEs in which it holds a variable interest.
(g) Accounting standard issued but not yet implemented:
Statement of Financial Accounting Standards No. 151, "Inventory
Costs", provides guidance on the allocation of certain costs to
inventory. This standard is effective for inventory costs incurred
during fiscal years beginning after June 15, 2005, while the Company
is currently evaluating the implications of this standard, it does
not currently expect that this standard will have a significant
impact on its U.S. GAAP consolidated financial position or results
of operations.
(h) Adoption of new accounting standard:
Statement of Financial Accounting Standards No. 143, "Accounting for
Asset Retirement Obligations" was adopted by the Predecessor company
in the year ended December 31, 2003. This standard requires that the
fair value of a liability for an asset retirement obligation be
recognized in the period in which it is incurred. Under Canadian
GAAP, a similar standard to SFAS 143 was effective for periods
beginning January 1, 2004. The GAAP difference for 2003 relates to
adjusting the liability and deficit by $2,200,000 to reflect the
fair value of the liability as a result of discounting future
estimated cash flows as adjusted for inflation using a credit
adjusted discount rate of 12%. The new standard did not have an
impact on earnings.
26
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
13. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED):
(i) Supplemental guarantor information:
The Company's 15% Secured Bonds due 2009 (see note 6) are guaranteed
by certain of its 100% owned subsidiaries. The guarantees are full
and unconditional and are on a joint and several basis. There are no
significant restrictions on the ability of the Company or its
guarantors to obtain funds from its subsidiaries by dividend or
loan.
The Company has not presented separate financial statements and
other disclosures in respect of the guarantor subsidiaries as
management does not believe that such information will be material
to the holders of the bonds. However, the following consolidating
information is being provided in respect of the guarantor
subsidiaries. Investments in subsidiaries are accounted for using
the equity method. The principal elimination entries eliminate
investments in subsidiaries and intercompany balances.
There are no significant differences between the information
presented below and that prepared under U.S. GAAP. The minimum
pension liability adjustment of $215,000 described in note 13(d) to
record comprehensive income under U.S. GAAP would be recorded by the
parent company, Western Forest Products Inc.
Supplemental consolidated balance sheet at December 31, 2004:
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
13. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED):
(i) Supplemental guarantor information (continued):
Supplemental consolidated statement of operations and deficit for
the period ended December 31, 2004:
Subsidiary Guarantors Non-guarantors
Western Forest --------------------------- -------------- Consolidating
Products Inc. Lumber Sales WFP Lumber Western Pulp adjustments Consolidated
------------- ------------ ---------- ------------ ------------- ------------
Sales $ 247,380 $ 180,456 $ 1,185 $ 80,365 $(185,280) $ 324,106
Costs and expenses:
Cost of goods sold 231,276 144,790 - 72,588 (185,280) 263,374
Anti-dumping and
countervailing duties - 21,050 - - - 21,050
Freight expenses 2,132 17,753 - 8,018 - 27,903
Selling and administration 7,451 1,249 - 1,021 - 9,721
Amortization of property,
plant and equipment 11,952 - 1,185 1,112 - 14,249
--------- --------- -------- --------- --------- ---------
252,811 184,842 1,185 82,739 (185,280) 336,297
--------- --------- -------- --------- --------- ---------
Operating loss (5,431) (4,386) - (2,374) - (12,191)
Interest income (expense):
Bank indebtedness (1,468) - - (192) - (1,660)
Long-term debt (17,045) - - - - (17,045)
Foreign exchange gains
on translation
of long-term debt 27,436 - - - - 27,436
Amortization of deferred
finance costs and debt
discount (1,133) - - - - (1,133)
--------- --------- -------- --------- --------- ---------
7,790 - - (192) - 7,598
Equity loss of subsidiary
companies (7,180) - - - 7,180 -
Other expense (96) - - - - (96)
--------- --------- -------- --------- --------- ---------
Loss before income taxes (4,917) (4,386) - (2,566) 7,180 (4,689)
Income taxes (553) (71) - (157) - (781)
--------- --------- -------- --------- --------- ---------
Net loss, being deficit,
end of period $ (5,470) $ (4,457) $ - $ (2,723) $ 7,180 $ (5,470)
========= ========= =====+== ========= ========= =========
28
WESTERN FOREST PRODUCTS INC.
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from July 28, 2004 to December 31, 2004
13. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED):
(i) Supplemental guarantor information (continued):
Supplemental consolidated statement of cash flows for the period
ended December 31, 2004:
Subsidiary Guarantors Non-guarantors
Western Forest -------------------------- -------------- Consolidating
Products Inc. Lumber Sales WFP Lumber Western Pulp adjustments Consolidated
-------------- ------------ ---------- ------------ ------------- ------------
Cash provided by (used in):
Operations:
Loss for the period $ (5,470) $ (4,457) $ - $(2,723) $ 7,180 $ (5,470)
Items not involving cash:
Equity loss of subsidiary
companies 7,180 - - - (7,180) -
Amortization of property,
plant and equipment 11,948 1,185 1,116 - 14,249
Amortization and write-
down of deferred charges 161 - - - - 161
Foreign currency
translation gains (27,436) - - - - (27,436)
Amortization of deferred
finance costs and debt discount 1,133 - - - - 1,133
Other (2,086) - - 242 - (1,844)
-------- -------- -------- ------- -------- --------
(14,570) (4,457) 1,185 (1,365) - (19,207)
Changes in non-cash working capital items:
Accounts receivable 446 (3,096) - 1,790 - (860)
Inventory 14,333 (11,014) - 5,541 - 8,860
Prepaid expenses 2,774 4 - 439 - 3,217
Intercompany payables
(receivables) (12,075) 13,638 (4,706) 3,143 - -
Accounts payable and
accrued liabilities (12,626) 4,925 11 (9,371) - (17,061)
-------- -------- -------- ------- -------- --------
(21,718) - (3,510) 177 - (25,051)
Investments:
Additions to property, plant
and equipment (5,340) - - 11 - (5,329)
Additions to capitalized roads (6,307) - - - (6,307)
Disposals of property, plant
and equipment - - 2,949 - - 2,949
Restricted assets (2,883) - - - - (2,883)
Other (948) - 561 - - (387)
-------- -------- -------- ------- -------- --------
(15,478) - 3,510 11 - (11,957)
Financing:
Bank indebtedness 28,375 - - - - 28,375
-------- -------- -------- ------- -------- --------
Decrease in cash (8,821) - - 188 - (8,633)
Cash, beginning of period 16,084 - - 556 - 16,640
-------- -------- -------- ------- -------- --------
Cash, end of period $ 7,263 $ - $ - $ 744 $ - $ 8,007
======== ======== ======== ======= ======== =========
29
Consolidated Financial Statements
(Expressed in Canadian dollars)
DOMAN INDUSTRIES LIMITED
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
[KPMG LOGO]
KPMG LLP Telephone (604) 691-3000
CHARTERED ACCOUNTANTS Fax (604) 691-3031
PO Box 10426 777 Dunsmuir Street Internet www.kpmg.ca
Vancouver BC V7Y 1K3
Canada
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of
Western Forest Products Inc.
We have audited the consolidated balance sheets of Doman Industries Limited as
at July 27, 2004 and December 31, 2003 and the consolidated statements of
operations, deficit and cash flows for the period from January 1, 2004 to July
27, 2004 and for the years ended December 31, 2003 and 2002. These consolidated
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about 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. We believe that our audits provide a
reasonable basis for our audit opinion.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at July 27, 2004 and
December 31, 2003 and the results of its operations and its cash flows for the
period from January 1, 2004 to July 27, 2004 and the years ended December 31,
2003 and 2002 in accordance with Canadian generally accepted accounting
principles.
Canadian generally accepted accounting principles vary in certain significant
respects from accounting principles generally accepted in the United States of
America. Information relating to the nature and effect of such differences is
presented in note 17 to the consolidated financial statements.
/s/ KPMG LLP
Chartered Accountants
Vancouver, Canada
March 15, 2005, except as to note 17
which is as of June 15, 2005
KPMG LLP, a Canadian limited liability partnership is the Canadian
member firm of KPMG International, a Swiss cooperative.
DOMAN INDUSTRIES LIMITED
Consolidated Balance Sheets
(Expressed in thousands of Canadian dollars)
July 27, December 31,
2004 2003
-------------- -----------
(Restated -
note 2(k))
Assets
Current assets:
Cash $ - $ 21,561
Accounts receivable - 68,317
Inventory (note 3) - 159,020
Prepaid expenses - 6,763
-------------- -----------
- 255,661
Investments (note 4) - 10,786
Property, plant and equipment (note 5) - 460,415
Other assets (note 6) - 22,190
-------------- -----------
$ - $ 749,052
============== ===========
Liabilities and Shareholders' Deficiency
Current liabilities:
Bank indebtedness (note 7) $ - $ 30,427
Accounts payable and accrued liabilities - 124,818
Accounts payable subject to compromise (note 8) - 110,862
Secured interest payable - -
Unsecured interest subject to compromise - -
Current portion of long-term debt subject to compromise (note 9) - 503,042
Current portion of long-term debt (note 9) - 207,440
-------------- -----------
- 976,589
Long-term debt subject to compromise (note 9) - 162,063
Other liabilities - 27,525
-------------- -----------
- 1,166,177
Shareholders' deficiency:
Share capital (note 10(a)):
Preferred shares 64,076 64,076
Common and non-voting shares 242,942 242,942
Deficit (307,018) (724,143)
-------------- -----------
- (417,125)
-------------- -----------
$ - $ 749,052
============== ===========
Basis of presentation and reorganization proceedings (note 1)
Commitment and contingencies (note 14)
See accompanying notes to consolidated financial statements.
1
DOMAN INDUSTRIES LIMITED
Consolidated Statements of Operations
(Expressed in thousands of Canadian dollars, except for share and per share
amounts)
January 1, January 1, January 1,
2004 to 2003 to 2002 to
July 27, December 31, December 31,
2004 2003 2002
---------- ------------- ------------
(Restated - (Restated -
note 2(k)) note 2(k))
Sales $ 433,704 $ 621,088 $ 655,720
Costs and expenses:
Cost of goods sold 306,624 528,926 495,290
Anti-dumping and countervailing duties 23,991 36,088 22,271
Freight expenses 28,294 49,609 53,299
Selling and administration 12,473 18,080 19,036
Amortization of property, plant and equipment 33,036 45,973 46,389
Write-down of property, plant and equipment and
operating restructuring costs (note 12) - 7,986 8,774
--------- ------------ ------------
404,418 686,662 645,059
--------- ------------ ------------
Operating earnings (loss) 29,286 (65,574) 10,661
Interest income (expense):
Bank indebtedness (1,686) (2,891) (995)
Long-term debt (67,397) (93,547) (101,719)
Foreign exchange gains (losses) on translation
of long-term debt (24,228) 189,180 10,228
Amortization of deferred finance costs and debt
discount (2,266) (4,411) (5,268)
--------- ------------ ------------
(95,577) 88,331 (97,754)
Other income (expense) (note 16(a)) (5,869) 2,200 4,275
Financial restructuring costs (note 13) (11,391) (7,790) (7,259)
--------- ------------ ------------
Earnings (loss) before income taxes (83,551) 17,167 (90,077)
Income taxes (note 11) (77) (1,034) (810)
--------- ------------ ------------
Net earnings (loss) from continuing operations (83,628) 16,133 (90,887)
Net loss from discontinued operations (note 16(c)) (12,426) (19,937) (73,218)
--------- ------------ ------------
Net loss (96,054) (3,804) (164,105)
Provision for dividends on preferred shares (2,753) (4,779) (4,499)
--------- ------------ ------------
Net loss attributable to common and non-voting shares $ (98,807) $ (8,583) $ (168,604)
========= ============ ============
2
DOMAN INDUSTRIES LIMITED
Consolidated Statements of Operations, Continued
(Expressed in thousands of Canadian dollars, except for share and per share
amounts)
January 1, January 1, January 1,
2004 to 2003 to 2002 to
July 27, December 31, December 31,
2004 2003 2002
------------ ------------- -------------
(Restated - (Restated -
note 2(k)) note 2(k))
Net earnings (loss) from continuing operations per share:
Basic $ (2.03) $ 0.27 $ (2.25)
Diluted (2.03) 0.27 (2.25)
Net loss from discontinued operations per share:
Basic $ (0.29) $ (0.47) $ (1.72)
Diluted (0.29) (0.47) (1.72)
Net loss per share:
Basic $ (2.33) $ (0.20) $ (3.97)
Diluted (2.33) (0.20) (3.97)
Weighted average number of common and non-voting
shares outstanding (thousands of shares) 42,481 42,481 42,481
See accompanying notes to consolidated financial statements.
3
DOMAN INDUSTRIES LIMITED
Consolidated Statements of Deficit
(Expressed in thousands of Canadian dollars)
January 1, January 1, January 1,
2004 to 2003 to 2002 to
July 27, December 31, December 31,
2004 2003 2002
----------- ------------ -----------
(Restated - (Restated -
note 2(k)) note 2(k))
Deficit, beginning of period $ (724,143) $ (720,339) $ (556,234)
Net loss (96,054) (3,804) (164,105)
Comprehensive revaluation adjustment on
financial reorganization (note 1(a)(vii)) 513,179 - -
----------- ------------ -----------
Deficit, end of period $ (307,018) $ (724,143) $ (720,339)
=========== ============ ===========
See accompanying notes to consolidated financial statements.
4
DOMAN INDUSTRIES LIMITED
Consolidated Statements of Cash Flows
(Expressed in thousands of Canadian dollars)
January 1, January 1, January 1,
2004 to 2003 to 2002 to
July 27, December 31, December 31,
2004 2003 2002
----------- ------------ ------------
(Restated - (Restated -
note 2(k)) note 2(k))
Operations:
Net earnings (loss) from continuing operations $ (83,628) $ 16,133 $ (90,887)
Items not involving cash:
Amortization of property, plant and equipment 33,036 45,973 46,389
Write-down of property, plant and equipment - - 5,618
Amortization and write-down of deferred charges 2,266 10,397 9,069
Foreign currency translation gain 24,228 (189,180) (10,228)
Loss on property, plant and equipment disposals 450 (2,174) (5,527)
Other (106) 5,679 (2,163)
----------- ------------ ------------
(23,754) (113,172) (47,729)
Changes in non-cash working capital items:
Accounts receivable (14,215) 23,144 (22,299)
Inventory (51,670) 53,500 13,658
Prepaid expenses (4,052) 4,526 (2,669)
Accounts payable and accrued liabilities 94,108 79,460 39,536
----------- ------------ ------------
24,171 160,630 28,226
----------- ------------ ------------
Continuing operations 417 47,458 (19,503)
Discontinued operations (2,307) (30,693) (8,543)
----------- ------------ ------------
(1,890) 16,765 (28,046)
Investments:
Additions to property, plant and equipment (3,506) (3,010) (2,210)
Additions to capitalized roads (21,122) (26,160) (27,640)
Disposals of property, plant and equipment 1,062 3,761 14,274
Other 1,224 (1,002) 298
----------- ------------ ------------
(22,342) (26,411) (15,278)
Discontinued operations - - 238
----------- ------------ ------------
(22,342) (26,411) (15,040)
Financing:
Bank indebtedness 19,311 8,608 20,510
Finance costs - - (1,101)
----------- ------------ ------------
19,311 8,608 19,409
----------- ------------ ------------
Decrease in cash (4,921) (1,038) (23,677)
Cash transferred to successor on CCAA wind-up
proceedings (note 1) (16,640) - -
Cash, beginning of period 21,561 22,599 46,276
----------- ------------ ------------
Cash, end of period $ - $ 21,561 $ 22,599
=========== ============ ============
Supplementary information:
Cash paid for:
Interest $ 69,083 $ 96,438 $ 102,716
Income taxes 559 1,034 2,506
Non-cash items:
Trade-in of equipment for new equipment
under operating leases - - 463
=========== ============ ============
See accompanying notes to consolidated financial statements.
5
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
1. BASIS OF PRESENTATION AND REORGANIZATION PROCEEDINGS:
Doman Industries Limited's ("Doman" and together with its subsidiaries the
"Company") business was the harvesting of timber and the manufacturing and
sale of lumber and pulp for worldwide markets.
On November 7, 2002, Doman and certain of its subsidiaries (collectively the
"Doman Group"), voluntarily filed for protection under the Companies'
Creditors Arrangement Act (Canada) ("CCAA") with the British Columbia
Supreme Court (the "Court").
On July 27, 2004, the Doman Group implemented a Plan of Compromise and
Arrangement under CCAA and Reorganization under the Canada Business
Corporations Act (the "CBCA") (the "Plan") and emerged from protection
under CCAA. 4204247 Canada Inc. was incorporated under CBCA on April 27,
2004 for the purpose of implementing the Plan. 4204247 Canada Inc. changed
its name to "Western Forest Products Inc." ("Western") on June 21, 2004. On
July 27, 2004, Western acquired the solid wood and pulp assets from the
Doman Group. Until the Plan was implemented, Western did not carry on any
business and had no material assets or liabilities. Western commenced active
business on July 28, 2004.
The purpose of the Plan was to (1) compromise the claims of the Doman
Group's affected creditors so as to enable its solid wood and pulp
businesses to be carried on under a new corporate structure, with relief
from certain debt servicing and repayment obligations; and (2) facilitate
the repayment of Doman's secured senior notes through the distribution of
certain warrants (exercisable for Western's secured bonds and Common shares)
and the sale of certain private placement units consisting of Western's
secured bonds and Common shares.
The significant steps in the implementation of the Plan included:
- the incorporation of two new corporations, Western and Western Pulp
Limited ("WPL");
- the segregation of the principal operating assets of the Doman Group
into two separate operating groups: the solid wood assets, which were
transferred to Western, and the pulp assets, which were transferred to
WPL; WPL became a wholly-owned subsidiary of Western;
- the unsecured indebtedness of the Doman Group were compromised and
converted to approximately 75% of the Common shares of Western, subject
to certain cash elections; in addition, the Doman Group's unsecured
creditors were entitled to certain warrants (exercisable for Western's
secured bonds and Common shares);
- the indebtedness held by Doman's senior secured noteholders was
refinanced in full through a combination of a distribution of Class A
and B warrants to the Doman Group's unsecured creditors and a private
placement to certain standby purchasers (the "Standby Purchasers"); for
U.S.$210 million, Western issued secured bonds with an aggregate
principal face value of U.S.$221 million and approximately 25% of
Western's Common shares to the Standby Purchasers and those unsecured
creditors of the Doman Group who exercised the warrants; the proceeds of
U.S.$210 million were used primarily to repay Doman's senior secured
noteholders and to cover the Doman Group's CCAA exit costs, with the
remaining amount released to Western for working capital purposes.
6
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
1. BASIS OF PRESENTATION AND REORGANIZATION PROCEEDINGS (CONTINUED):
- Western entered into a working capital facility providing for revolving
advances up to $100 million and reorganized certain intercorporate debt;
and
- Western issued three tranches of non-transferable Class C warrants to
purchase up to 10% of the Common shares of Western on the terms set out
in the Plan to existing shareholders of Doman; no other distributions
were made or other compensation paid to Doman shareholders under the
Plan.
The following table summarizes the impact of the Plan on the Company:
July 27, 2004 July 27, 2004
Balance prior to Adjustments Balance after
Plan Implementation The Plan Plan
------------------- ------------------ --------------
(note 1(a))
Assets
Current assets:
Cash $ 16,640 $ (16,640) (ii) $ -
Accounts receivable 77,109 (77,109) (ii) -
Inventory 198,159 (198,159) (ii) -
Prepaid expenses 8,421 (8,421) (ii) -
------------------- ------------ --------------
300,329 (300,329) -
Investments 10,085 (10,085) (ii) -
Property, plant and equipment 452,402 (452,402) (ii) -
Other assets 17,266 (17,266) (ii) -
------------------- ------------ --------------
$ 780,082 $ (780,082) $ -
=================== ============ ==============
Liabilities and Shareholders' Equity (Deficiency)
Current liabilities:
Bank indebtedness $ 49,738 $ (49,738) (ii) $ -
Accounts payable and accrued
liabilities 97,049 (97,049) (ii) -
Accounts payable subject to
compromise 21,694 (21,694) (i) -
Secured interest payable 62,841 (62,841) (iv) -
Unsecured interest subject to
compromise 140,080 (140,080) (i) -
Current portion of long-term debt
subject to compromise 683,573 (683,573) (i) -
Current portion of long-term debt 213,200 (213,200) (iv) -
------------------- ------------ --------------
1,268,175 (1,268,175) -
Other liabilities 25,086 (25,086) (ii) -
Shareholders' equity (deficiency):
Preferred shares 64,076 - 64,076
Common and non-voting shares 242,942 - 242,942
Deficit (820,197) 513,179 (vii) (307,018)
------------------- ------------ --------------
(513,179) 513,179 -
------------------- ------------ --------------
$ 780,082 $ (780,082) $ -
=================== ============ ==============
7
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
1. BASIS OF PRESENTATION AND REORGANIZATION PROCEEDINGS (CONTINUED):
(a) Plan of Arrangement Adjustments:
In exchange for Doman's U.S. $513 million of unsecured senior notes in
default (the "Unsecured Notes") and the claims of other affected
creditors, the beneficial holders of the two series of Doman Unsecured
Notes (the "Noteholders") and other creditors with affected claims (the
"Affected Claims") (collectively with the Noteholders, the "Affected
Creditors") received, on a pro rata basis, approximately 75% of the
equity of Western, consisting of newly issued common shares.
(i) The following recorded liabilities of Doman, as at July 27, 2004
prior to Plan Implementation, were liabilities subject to
compromise.
Accrued interest payable on Unsecured Notes $ 140,080
Long-term debt subject to compromise consisting of the Unsecured Notes 683,573
------------
Noteholders' liabilities subject to compromise 823,653
------------
Accounts payable and accrued liabilities subject to compromise 21,694
Other long-term liabilities -
------------
Other affected creditors' liabilities subject to compromise 21,694
------------
Total $ 845,347
============
(ii) Under the Plan, Western acquired all the assets and liabilities of
Doman not subject to compromise, but excluding the Port Alice pulp
mill assets (previously sold by Doman on May 11, 2004), in
exchange for 75% of the issued common shares of Western and
certain warrants of Western. The remaining 25% of the issued
common shares of Western were issued to the new Senior Secured
Bondholders as described below.
(iii) Western issued Secured Bonds in the amount of US$221 million and
25% of the equity of Western in exchange for cash of US$210
million.
(iv) The holders of the Secured Notes of Doman received a distribution
of cash for 100% of their outstanding principle of US$160 million
($213.2 million) and unpaid interest of $62.8 million.
(v) The Doman Group paid outstanding advisory fees of $5.8 million
including legal, accounting and investment fees from cash on hand
immediately before the transfer of assets to Western.
(vi) The existing shareholders of Doman received three tranches of
non-transferable class C warrants to acquire up to 10% of the
shares of the Company. The warrants will expire if on or after
July 27, 2005, Western amalgamates or completes a similar business
combination that results in the shareholders of Western owning
less than 80% of the issued and outstanding equity shares of the
continuing entity.
(vii) The Company recorded a comprehensive revaluation adjustment on
financial reorganization of $513,179,000 which represents the
amount of net liabilities extinguished on final Plan
implementation.
8
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
2. SIGNIFICANT ACCOUNTING POLICIES:
These consolidated financial statements are prepared in accordance with
Canadian generally accepted accounting principles ("Canadian GAAP"), which
require management to make assumptions and estimates that affect the
reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Information regarding the measurement aspects of United States generally
accepted accounting principles ("U.S. GAAP") as they affect the Company's
consolidated financial statements is presented in note 17.
The significant policies are summarized below.
(a) Basis of consolidation:
These consolidated financial statements include the accounts of Doman
Industries Limited and all of its subsidiaries. All intercompany
balances and transactions have been eliminated on consolidation.
(b) Inventory:
Inventory, other than supplies which are valued at average cost, are
valued at the lower of average cost and net realizable value.
(c) Investments:
Investments in companies over which the Company has the ability to
exercise significant influence are accounted for using the equity method
whereby the Company's proportionate share of earnings and losses is
included in earnings. Dividends received are credited to the investment
accounts.
Other investments are accounted for using the cost method whereby income
is included in earnings when received or receivable.
(d) Property, plant and equipment:
Property, plant and equipment, including those under capital lease, are
initially recorded at cost, including capitalized interest and start-up
costs incurred for major projects during the period of construction.
Amortization of the pulp mills is provided on a unit-of-production basis
over twenty-five years except for (i) the modernized portion of the
Squamish pulp mill which is over forty years and (ii) other major
replacements and renewals which are over twelve years. Amortization of
the solid wood facilities and equipment is provided for the period these
facilities are in operation on a straight-line basis over fifteen to
twenty years for buildings and major plant and equipment and over five
to ten years for mobile and office equipment. These rates reflect the
estimated useful lives of the assets. Amortization of timberlands and
logging roads is computed on the basis of the volume of timber cut.
The Company conducts reviews for the impairment of property, plant and
equipment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. An impairment loss
would be recognized when estimates of future cash flows expected to
result from the use of an asset and its eventual disposition are less
than its carrying amount. During 2003 and 2002, the Company recorded
impairment losses (note 5).
9
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(e) Deferred financing costs:
These costs are amortized on a straight-line basis over the term of the
related debt. The amount of the amortization is included in interest on
long-term debt.
(f) Foreign currency translation:
Transactions denominated in US dollars have been translated into
Canadian dollars at the approximate rate of exchange prevailing at the
time of the transaction. Monetary assets and liabilities have been
translated into Canadian dollars at the year-end exchange rate. All
exchange gains and losses are included directly in earnings. Exchange
gains and losses included in earnings that relate to long-term debt are
considered to be an integral part of financing costs and accordingly,
are included in interest expense.
(g) Reforestation obligation:
Timber is harvested under various licences issued by the Province of
British Columbia. The future estimated reforestation obligation is
accrued on the basis of the volume of timber cut. The obligation is
recognized at the fair value in the period in which the legal obligation
was incurred, with the fair value of a liability determined with
reference to the present value of estimated future cash flows.
In periods subsequent to the initial measurement, changes in the
liability resulting from the passage of time and revisions to fair value
calculations are recognized in the statement of operations as they
occur. The non-current and current portion of this obligation are
included in other liabilities and accounts payable and accrued
liabilities, respectively.
(h) Revenue recognition:
Sales are recognized when title to the goods transfers and the risk and
rewards of ownership are passed to the customer which is generally at
the time products are shipped to external customers. Countervailing and
anti-dumping duties and freight costs are included in costs and
expenses.
(i) Income taxes:
The Company uses the liability method of accounting for future income
taxes. Under the liability method, future income tax assets and
liabilities are determined based on temporary differences (differences
between the accounting basis and the tax basis of the assets and
liabilities), and are measured using the currently enacted, or
substantively enacted, tax rates and laws expected to apply when these
differences reverse. A valuation allowance is recorded against any
future income tax asset if it is more likely than not that the assets
will not be realized.
(j) Employee future benefits:
The Company recognizes the cost of retirement benefits and certain other
post-employment benefits over the periods in which the employees render
services to the entity in return for the benefits and with respect to
pensions, requires the use of a discount rate, that is set with
reference to market interest rates on high-quality debt instruments, to
measure the accrued pension benefit obligation.
10
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(k) Adoption of new accounting standards:
Effective January 1, 2004, the Company adopted or changed the following
accounting policies as required under new Canadian Institute of
Chartered Accountants ("CICA") recommendations:
(i) Asset retirement obligations:
The Company retroactively adopted CICA new handbook section 3110 on
the recognition and measurement of asset retirement obligations,
which for the Company encompasses primarily reforestation
liabilities. Under this new section, asset retirement obligations
are recognized at the fair value in the period in which the legal
obligation was incurred, with fair value of a liability determined
with reference to the present value of estimated future cash flows.
In periods subsequent to the initial measurement, changes in the
liability resulting from the passage of time and revisions to fair
value calculations are recognized in the statement of operations as
they occur.
The following changes to historical financial statements have been
made to reflect the new policy:
Prior policy New policy
------------ ------------
Balance sheet as at December 31, 2003:
Other long-term liabilities $ 29,725 $ 27,525
Deficit, ending 726,343 724,143
============ ============
The adoption of the new standard did not have any effect on the
results from operations or cash flows for the years ended December
31, 2003 and 2002.
Utilizing a before-tax discount rate of 12%, the reforestation liability
was estimated based on an assumption of undiscounted cash flows of
$13,700,000 to be paid over a 10 year period.
(ii) Hedging relationships and accounting for derivative financial
instruments:
The Company adopted the CICA new Accounting Guideline-13, "Hedging
Relationships", which relates to the identification, designation,
documentation and effectiveness of hedging relationships. The new
requirements have been applied on a prospective basis to all
instruments existing on, or entered into after, January 1, 2004. The
Company did not have any derivative financial instruments
outstanding as at January 1, 2004 nor did the Company use derivative
financial instruments in the period from January 1, 2004 to July 27,
2004.
11
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED):
(k) Adoption of new accounting standards (continued):
(iii) Impairment of long-lived assets:
The Company adopted the new CICA recommendations of Section 3063,
"Impairment of Long-Lived Assets". These recommendations require the
Company to recognize an impairment loss when the carrying amount of
a long-lived asset exceeds the sum of the undiscounted cash flows
expected to result from its use and eventual disposition. The
impairment loss is measured as the amount by which the long-lived
asset's carrying amount exceeds its fair value. Prior standards
required that an impairment loss was measured at the amount by which
the long-lived asset's carrying amount exceeded its undiscounted
cash flows. On adoption, this new standard did not impact the
Company's consolidated financial statements.
(iv) Countervailing and anti-dumping duties and freight costs:
The CICA introduced a new recommendation for the application of
GAAP, which provides guidance on alternate sources to consult with
when an issue is not specifically addressed by Canadian GAAP. Prior
to January 1, 2004, the Company, along with other companies in the
forest industry, presented sales net of countervailing and
anti-dumping duties and freight costs. In accordance with the new
GAAP standard, countervailing and anti-dumping duties and freight
costs have been reclassified to costs and expenses. Prior period
amounts have been restated to reflect these reclassifications. The
change in classification had no impact on net earnings or amounts
presented in the consolidated balance sheets.
(l) Comparative figures:
Certain comparative figures have been reclassified to conform with
the financial statement presentation adopted in the current year.
3. INVENTORY:
December 31, 2003
------------------
Raw materials $ 2,710
Logs 45,027
Finished pulp 9,871
Lumber 73,957
Supplies and other 27,455
------------
$ 159,020
============
4. INVESTMENTS:
Included in investments at December 31, 2003 is $3,291,000 of restricted
cash resulting from the sale of collateralized property. The funds must be
used to invest in replacement collateral or to purchase senior secured
notes.
12
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
5. PROPERTY, PLANT AND EQUIPMENT:
Accumulated
amortization Net book
December 31, 2003 Cost and write-downs value
------------------------------ -------------- --------------- ------------
Land, buildings and equipment:
Pulp mills $ 734,895 $ 551,231 $ 183,664
Solid wood facilities 255,398 162,826 92,572
Land 13,189 - 13,189
-------------- --------------- ------------
1,003,482 714,057 289,425
Timberlands 153,992 56,074 97,918
Logging roads 349,444 276,372 73,072
-------------- --------------- ------------
$ 1,506,918 $ 1,046,503 $ 460,415
============== =============== ============
At December 31, 2003, the Company reviewed the carrying value of its pulp
mills and sawmills and determined that based on current economic conditions
and plans, the carrying value for one of the Company's sawmills was not
likely recoverable from future cash flows from operations and or sale and
that an adjustment to the carrying value was required to equipment for a
sawmill that was shut down in 2001. As a result, the Company recorded a
write-down of the property, plant and equipment by $5,986,000 (2002 -
$53,288,000).
Amortization of property, plant and equipment:
Period from Year ended Year ended
January 1, 2004 December 31, December 31,
to July 27, 2004 2003 2002
---------------- ------------ ------------
Amortization of buildings and equipment $ 10,435 $ 19,167 $ 18,333
Amortization of timberlands and logging roads 22,601 26,806 28,056
---------------- ------------ ------------
$ 33,036 $ 45,973 $ 46,389
================ ============ ============
6. OTHER ASSETS:
December 31, 2003
---------------------------------------------
Pension and post retirement (note 16(b)) $ 18,622
Deferred financing costs, net of amortization 2,266
Other 1,302
-----------
$ 22,190
===========
13
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
7. BANK CREDIT FACILITY:
In March 2002, the Company established a three-year revolving credit
facility, secured by receivables and inventory, which bore an interest rate
of prime plus 1%. The size of this asset-backed facility was determined by
the level of outstanding receivables and inventory, but could not exceed
$65,000,000.
At December 31, 2003, of the $59,648,000 of the facility that was available
to the Company, $30,427,000 had been drawn down and $2,912,000 was used to
support standby letters of credit.
On July 27, 2004, this facility was repaid and extinguished in accordance
with the Plan (note 1).
8. ACCOUNTS PAYABLE SUBJECT TO COMPROMISE:
Accounts payable subject to compromise at December 31, 2003 consisted of the
following (note 1):
December 31, 2003
-----------------------------------------
Trade payables $ 17,751
Interest on 8-3/4% unsecured Senior Notes 65,342
Interest on 9-1/4% unsecured Senior Notes 27,769
-----------
$ 110,862
===========
On July 27, 2004, these liabilities were settled in accordance with the Plan
(note 1).
9. LONG-TERM DEBT:
December 31, 2003
---------------------------------------------------------
Senior Notes (US $388,000,000), 8.75% due in 2004 $ 503,042
Senior Notes (US$125,000,000), 9.25% due in 2007 162,063
Senior Secured Notes (US$160,000,000), 12.00% due in 2004 207,440
------------
$ 872,545
============
The long-term debt was classified in the balance sheet at December 31, 2003
in accordance with its terms of repayment and compromise as follows:
December 31, 2003
-------------------------------------------------------
Current portion of long-term debt subject to compromise $ 503,042
Current portion of long-term debt 207,440
Long-term debt subject to compromise 162,063
Long-term debt -
------------
$ 872,545
============
14
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
9. LONG-TERM DEBT (CONTINUED):
The Senior Notes were guaranteed by all of the Company's subsidiaries,
except for Doman Industries (US) Limited and Doman's Freightways Ltd. The
8.75% Senior Notes were unsecured and were redeemable at the option of the
Company at any time after March 15, 1999 at their principal amount plus (i)
a premium (which decreased annually to 2002) and (ii) any accrued and unpaid
interest. The 12.00% Senior Notes were redeemable at the option of the
Company at any time after July 1, 2002 at their principal amount plus (i) a
premium (which decreased annually to 2003) and (ii) any accrued and unpaid
interest.
The 12.00% Senior Notes were secured by a first priority lien upon a portion
of the Company's timber tenures, eight of the Company's solid wood
facilities, the Squamish pulp mill and the value-added lumber
remanufacturing plant. The 9.25% Senior Notes were unsecured and were
redeemable at the option of the Company at any time after November 15, 2002
at their principal amount plus (i) a premium (which decreased annually to
2005) and (ii) any accrued and unpaid interest. The Indentures governing the
Senior Notes contained certain restrictions regarding, among other things,
the ability of the Company to incur additional indebtedness (with certain
exceptions) and the payment of cash dividends in certain circumstances.
On July 27, 2004 these liabilities were settled in accordance with the Plan
(note 1).
10. SHARE CAPITAL:
(a) Authorized and issued share capital:
Authorized shares (without par value):
5,000,000 Class A preferred
100,000 Class B preferred
unlimited Class A common
unlimited Class B non-voting
Issued shares:
July 27, December 31,
2004 2003
------------ ------------
Preferred shares issued:
1,281,526 Class A preferred, series 4 $ 64,076 $ 64,076
Common shares issued:
4,774,971 Class A common 903 903
37,706,012 Class B non-voting, series 2 242,039 242,039
------------ ------------
242,942 242,942
------------ ------------
$ 307,018 $ 307,018
============ ============
15
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
10. SHARE CAPITAL (CONTINUED):
(b) Rights of classes of issued shares:
The Class A preferred shares, series 4 have a cumulative annual
dividend, generally payable quarterly, of 6% until January 31, 2004 and
thereafter at the greater of (i) 6% and (ii) one-half of bank prime rate
plus 1%. These preferred shares are redeemable at the option of the
Company at any time at $50.00 per share plus any accrued and unpaid
dividends. The Class A preferred shares carry the right to one vote at
the Annual General meeting on all matters, other than the election of
the directors in which respect they are entitled to vote separately, as
a class, for up to two directors.
The Class A common shares are convertible at the option of the holder
into Class B non-voting shares, series 2 on a share-for-share basis. The
Class B non-voting shares, series 2 have the same rights as the Class A
common shares except that (i) they have no right to vote at meetings of
shareholders and (ii) they are not convertible into another class of
shares of the Company. However, if an offer to purchase is made to all
or substantially all of the holders of the Class A common shares, each
Class B non-voting share, series 2 shall, in certain circumstances, be
deemed to be a Class A common share.
(c) Changes in issued shares:
Common and non-voting shares:
Number of shares
----------------------------------
Class B,
Class A series 2 Total Amount
---------- ---------- ---------- ------------
Balance, July 27, 2004 and
December 31, 2003 4,774,971 37,706,012 42,480,983 $ 242,942
========== ========== ========== ============
(d) Dividends:
The payment of quarterly cash dividends on the common and non-voting
shares was suspended by the Company in the third quarter of 1996. The
Company has deferred the payment of the quarterly cumulative dividends
on the Series 4 Class A preferred shares from December 1, 1998 to July
27, 2004 in the aggregate amount of $25,253,000.
16
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
11. INCOME TAXES:
Income tax expense for the period from January 1, 2004 to July 27, 2004 and
the years ended December 31, 2003 and 2002 differs from the amount that
would be computed by applying Federal and Provincial statutory rates as
follows:
Period from Year ended Year ended
January 1, 2004 December 31, December 31,
to July 27, 2004 2003 2002
---------------- ------------- ------------
Earnings (loss) before income taxes $ (83,551) $ 17,167 $ (90,077)
================ ============= ============
Combined Basic Federal and Provincial
income tax rates 35.62% 35.62% 35.62%
Expected income tax expense (recovery) $ (29,761) $ 6,115 $ (32,085)
Tax effect of:
Capital gains tax rate on unrealized foreign
exchange gain 4,315 (33,693) -
Increase in valuation allowance 25,446 18,089 15,826
Losses expiring during the year - 14,243 -
Change in characterization of unrealized foreign
exchange losses and other filing differences - - 18,591
Large corporations tax 77 1,034 810
Other - (4,754) (2,332)
---------------- ------------- ------------
29,838 (5,081) 32,895
---------------- ------------- ------------
Income tax expense (recovery) per financial
statements $ 77 $ 1,034 $ 810
================ ============= ============
Income tax expense (recovery) comprised of:
Current income tax expense $ 77 $ 1,034 $ 810
Future income tax recovery - - -
---------------- ------------- ------------
$ 77 $ 1,034 $ 810
================ ============= ============
17
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31,2003 and 2002
11. INCOME TAXES:
The tax effects of temporary differences that give rise to significant
portions of future tax assets and future tax liabilities at July 27, 2004
and December 31, 2003 are presented below:
July 27, December 31,
2004 2003
------------ ------------
Future tax assets:
Losses carried forward $ - $ 176,683
Accrued restructuring costs - 2,229
Inventory, primarily due to timing of realization
of inter-company profits and write-downs - 6,257
Reforestation obligation, due to accrual
for financial statement purposes - 1,247
Deferred finance costs, due to differences in
timing of deductibility for tax - 2,186
Other - 6,583
------------ ------------
- 195,185
Valuation allowance - (151,151)
------------ ------------
- 44,034
Future tax liabilities:
Property, plant and equipment, due to differences in net
book value and unamortized capital cost - (35,125)
Pensions, due to accrual for financial statement purposes - (492)
Unrealized foreign exchange gain - (8,339)
Other - (78)
------------ ------------
- (44,034)
------------ ------------
Net future tax liability $ - $ -
============ ============
12. WRITE-DOWN OF PROPERTY, PLANT AND EQUIPMENT AND OPERATING RESTRUCTURING
COSTS:
The Company recorded restructuring costs, property, plant and equipment
write-downs and other items consisting of the following:
July 27, December 31, December 31,
2004 2003 2002
----------- ------------ ------------
Severance and other restructuring costs $ - $ 2,000 $ 3,156
Property, plant and equipment write-downs - 5,986 5,618
----------- ------------ ------------
$ - $ 7,986 $ 8,774
=========== ============ ============
18
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
13. FINANCIAL RESTRUCTURING COSTS:
The Company incurred the following pre-tax charges for costs associated
with reorganizing its affairs under the protection of CCAA as follows:
Period from Year ended Year ended
January 1, 2004 December 31, December 31,
to July 27, 2004 2003 2002
---------------- ------------ ------------
Investment banking and financing $ 1,590 $ 4,648 $ 2,599
Legal 8,018 2,039 1,686
Monitoring 1,114 359 81
Other 669 744 270
Write-off of deferred finance costs - - 2,623
---------- --------- ----------
$ 11,391 $ 7,790 $ 7,259
========== ========= ==========
14. COMMITMENT AND CONTINGENCIES:
(a) Contingencies:
(i) Softwood lumber duties:
On March 21, 2002 and further adjusted on April 25, 2002, the
US Department of Commerce ("USDOC") issued its final
determination in the countervailing and antidumping
investigations. The USDOC's final determination in the
countervailing investigation resulted in a duty rate of 18.79%
to be posted by cash deposits from the effective date of the
Final Order (May 22, 2002 as discussed below). The USDOC's
final determination in the antidumping investigation resulted
in Company specific duty rates ranging from 2.18% to 12.44% on
the six companies investigated and an all other rate of 8.43%
for all other companies including this Company.
On May 16, 2002, the US International Trade Commission
("USITC") published its final written determination on injury
and stated that Canadian softwood lumber threatens material
injury to the US industry. As a result, effective from the
Final Order date of May 22, 2002, cash deposits are required
for shipments at the rates determined by the USDOC. All prior
bonds or cash deposits posted prior to May 22, 2002 were
refunded.
The Company has recorded countervailing and antidumping duties
at 27.22% totalling $23,991,000 (2003 - $36,088,000; 2002 -
$22,271,000) for the period from January 1, 2004 to July 27,
2004. These amounts have been recorded as costs and expenses.
Cumulative duties from May 22, 2002, when cash deposits were
made necessary for shipments of Canadian lumber into the U.S.,
until July 27, 2004 total $82,350,000 (2003 - $58,359,000).
19
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
14. COMMITMENT AND CONTINGENCIES (CONTINUED):
(a) Contingencies (continued):
(i) Softwood lumber duties (continued):
The Company had accrued $6,627,000 for the period from August
17, 2001 to December 15, 2001 representing the preliminary
USDOC countervailing duty rate of 19.31%, and $7,119,000 for
the period from November 6, 2001 to May 6, 2002, representing
the preliminary USDOC antidumping duty rate of 12.58%. In
April 2002, the Company reversed these accruals, totaling
$13,746,000 to reflect the effective date of the Final Order.
The reversal has been recorded as a credit to costs and
expenses. Of the reversal in the second quarter, $12,390,000
related to fiscal 2001 sales and $1,356,000 to 2002 sales. Any
further adjustments resulting from a change in the
countervailing and antidumping duty rates will be made
prospectively.
The Company and other Canadian forest product companies, the
Federal Government and Canadian Provincial governments
("Canadian Interests") categorically deny the US allegations
and strongly disagree with the final countervailing and
antidumping determinations made by the USITC and USDOC.
Canadian Interests continue to aggressively defend the
Canadian industry in this US Trade dispute. Canadian Interests
have appealed these decisions to NAFTA panels and the WTO. The
final amount of countervailing and antidumping duties that may
be assessed on Canadian softwood lumber exports to the US
cannot be determined at this time and will depend on appeals
of the final determinations to any reviewing courts, NAFTA or
WTO panels. Notwithstanding the final rates established in the
investigations, the final liability for the assessment of
countervailing and antidumping duties will not be determined
until each annual administrative review process is complete.
In accordance with the terms of the Plan, the Company
transferred any duty refunds to which it is entitled to
Western (note 1).
(ii) Litigation and claims:
In the normal course of its business activities, the Company
is subject to a number of claims and legal actions that may be
made by customers, suppliers and others in respect of which
either an adequate provision has been made or for which no
material liability is expected.
(iii) The Forest Revitalization Plan:
In March 2003, the Government of B.C. ("Crown") introduced the
Forestry Revitalization Plan (the "FR Plan") that provides for
significant changes to Crown forest policy and to the existing
allocation of Crown timber tenures to licensees. The changes
prescribed in the Plan include the elimination of minimum cut
control regulations, the elimination of existing timber
processing regulations, and the elimination of restrictions
limiting the transfer and subdivision of existing licensees.
As well, through legislation, licensees, including the
Company, would be required to return 20% of their replaceable
tenure to the Crown. The FR Plan states that approximately
half of this volume will be redistributed to open up
opportunities for woodlots, community forests and First
Nations and the other half will be available for public
auction. The Crown acknowledged that licensees would be fairly
compensated for the return of tenure and related costs such as
roads and bridges.
20
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
14. COMMITMENT AND CONTINGENCIES (CONTINUED):
(a) Contingencies (continued):
(iii) The Forest Revitalization Plan (continued):
The Company transferred its rights and interest in the timber
tenures to Western under the terms of the Plan.
15. SEGMENTED INFORMATION:
(a) Industry segments:
The Company is an integrated Canadian forest products company
operating in two industry segments. The Solid Wood Segment comprises
the Company's timber harvesting, reforestation, sawmilling,
value-added lumber remanufacturing and lumber marketing operations.
The Pulp Segment comprises the Company's kraft ("NBSK") pulp
manufacturing, pulp management and sales operations.
Period from January 1, 2004 to July 27, 2004
--------------------------------------------
Solid wood Pulp Total
----------- ----------- ------------
Sales:
To external customers $ 332,433 $ 101,271 $ 433,704
To other segment (1) 25,399 - 25,399
----------- ----------- ------------
$ 357,832 $ 101,271 $ 459,103
=========== =========== ============
Segmented operating earnings (loss) $ 37,781 $ (3,752) $ 34,029
General corporate expenses (4,743)
Interest expense (95,577)
Other income (expense) (5,869)
Financial restructuring costs (11,391)
Income tax expense (77)
----------- ----------- ------------
Net loss from continuing operations $ (83,628)
=========== =========== ============
Amortization of property, plant and equipment $ 27,758 $ 5,278 $ 33,036
=========== =========== ============
Capital expenditures $ 23,644 $ 984 $ 24,628
=========== =========== ============
Year ended December 31, 2003
----------------------------------------
Solid wood Pulp Total
---------- -------- --------
Sales:
To external customers $ 457,174 $163,914 $621,088
To other segment (1) 58,584 - 58,584
---------- -------- --------
$ 515,758 $163,914 $679,672
========== ======== ========
21
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
15. SEGMENTED INFORMATION (CONTINUED):
(a) Industry segments (continued):
Year ended December 31, 2003
-----------------------------------------------
Solid wood Pulp Total
----------- ------------ ------------
Segmented operating earnings (loss) $ (31,637) $ (27,303) $ (58,940)
General corporate expenses (6,634)
Interest income 88,331
Other income (expense) 2,200
Financial restructuring costs (7,790)
Income tax expense (1,034)
----------- ------------ ------------
Net earnings from continuing operations $ 16,133
=========== ============ ============
Identifiable assets $ 484,188 $ 250,510 $ 734,698
Corporate assets, including investments 14,354
----------- ------------ ------------
$ 749,052
=========== ============ ============
Amortization of property, plant and equipment $ 36,340 $ 9,633 $ 45,973
=========== ============ ============
Capital expenditures $ 28,434 $ 736 $ 29,170
=========== ============ ============
Year ended December 31, 2002
-----------------------------------------------
Solid wood Pulp Total
----------- ------------ ------------
Sales:
To external customers $ 525,451 $ 130,269 $ 655,720
To other segment (1) 45,270 - 45,270
----------- ------------ ------------
$ 570,721 $ 130,269 $ 700,990
=========== ============ ============
Segmented operating earnings (loss) $ 31,311 $ (13,509) $ 17,802
General corporate expenses (7,141)
Interest expense (97,754)
Other income (expense) 4,275
Financial restructuring costs (7,259)
Income tax expense (810)
----------- ------------ ------------
Net loss from continuing operations $ (90,887)
=========== ============ ============
Amortization of property, plant and equipment $ 38,278 $ 8,111 $ 46,389
=========== ============ ============
Capital expenditures $ 29,808 $ 42 $ 29,850
=========== ============ ============
(1) Inter-segment sales are accounted for at prevailing market price.
22
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
15. SEGMENTED INFORMATION (CONTINUED):
(b) Geographic information:
(i) Sales:
The Company's sales, based on the known origin of the customer
were as follows:
Period from Year ended Year ended
January 1, 2004 December 31, December 31,
to July 27, 2004 2003 2002
---------------- ------------ ------------
Canada $ 122,563 $ 152,675 $ 180,677
United States 141,544 215,164 235,812
Asia 111,948 168,569 178,282
Europe 46,687 73,020 55,814
Other 10,962 11,660 5,135
------------- ------------ ------------
$ 433,704 $ 621,088 $ 655,720
============= ============ ============
(ii) Property, plant and equipment:
All of the Company's property, plant and equipment were
located in British Columbia, Canada.
16. OTHER INFORMATION:
(a) Other income (expense):
Period from Year ended Year ended
January 1, 2004 December 31, December 31,
to July 27, 2004 2003 2002
---------------- ------------ ------------
Gain (loss) on sale of properties $ (450) $ 2,174 $ 5,526
Write-down of non-trade receivables and
other assets (3,620) - -
BC Corporations capital tax (1,216) - (118)
Write-off of deferred financing costs - - (1,178)
Other (662) 23 36
Equity in operating earnings of significantly
influenced investees 79 3 9
----------- ----------- -----------
$ (5,869) $ 2,200 $ 4,275
=========== =========== ===========
(b) Pension plans:
(i) The Company's hourly paid employees are members of union
pension plans established pursuant to collective bargaining
agreements. The aggregate contributions made by the Company
and charged to earnings amounted to $4,575,000 in 2004,
$8,751,000 in 2003 and $7,762,000 in 2002. An expense was
recorded in 2002 of $1,700,000 to recognize accrued benefit
obligations arising under hourly bridging plans which are
unfunded arrangements.
23
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
16. OTHER INFORMATION (CONTINUED):
(b) Pension plans (continued):
(ii) The Company had defined benefit pension plans which covered
substantially all salaried employees. The plans provide
pensions based on length of service and final average annual
earnings (as defined). The Company also had health care plans
covering certain hourly and retired salaried employees. The
pension and health care plans were transferred to Western on
implementation of the Plan (note 1).
Information about the Company's salaried pension plans and other
non-pension benefits, in aggregate, for 2003 is as follows:
Salaried Non-pension
pension plans plans
------------- -----------
Plan assets:
Market value, beginning of year $ 91,416 $ -
Company contributions 610 447
Employees' contributions 140 -
Benefits paid (5,757) (447)
Actual return on assets 12,670 -
------------- -----------
Market value, end of year $ 99,079 $ -
============= ===========
Accrued benefit obligation:
Balance at beginning of year $ 98,691 $ 11,759
Company current service cost 2,901 336
Past service cost - -
Employees' contributions 140 -
Benefits paid (5,757) (447)
Interest on obligation 6,570 939
Actuarial loss (gain) 3,223 2,813
------------- -----------
Balance at end of year $ 105,768 $ 15,400
============= ===========
Funded status (end of year):
Funded status surplus (deficit) $ (6,689) $ (15,400)
Unamortized past service costs 203 4,431
Unamortized net actuarial losses 18,552 -
------------- -----------
Balance sheet net asset $ 12,066 $ (10,969)
============= ===========
Balance sheet net asset included in:
Other assets $ 18,622 $ -
Other liabilities (6,556) (10,969)
------------- -----------
$ 12,066 $ (10,969)
============= ===========
Included in the above pension plan accrued benefits obligations are
the liabilities for the Supplementary Plans which are unfunded
arrangements. At December 31, 2003, the accrued benefit obligations
for these Plans was $8,732,000 (2002 - $7,992,000).
24
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
16. OTHER INFORMATION (CONTINUED):
(b) Pension plans (continued):
The significant actuarial assumptions adopted in measuring the
Company's accrued benefit obligations are as follows:
Discount rate at beginning of year:
Pension plans 6.75%
Non-pension plans 6.75%
Discount rate at end of year:
Pension plans 6.25%
Non-pension plans 6.50%
Expected long term return on assets:
WFP and Doman Plan 7.50%
Other plans n/a
Rate of compensation increases 3.5%
Health care cost trend rate 6.5% for 2004 grading down to 4.2% in 2010
The Company's salaried pension and non-pension benefits expense for
the period January 1, 2004 to July 27, 2004 is as follows:
Salaried Non-pension
pension plans plans
------------- -----------
Current service cost $ 1,765 $ 165
Interest on obligation 3,738 460
Expected return on assets (4,000) -
Amortization of past service cost - -
Amortization of net actuarial loss 585 83
Loss (gain) on sale of Port Alice pulpmill 1,417 (4,945)
------------- -----------
$ 3,505 $ (4,237)
============= ===========
The Company's salaried pension and non-pension benefits expense for
2003 is as follows:
Salaried Non-pension
pension plans plans
------------- -----------
Current service cost $ 2,901 $ 336
Interest on obligation 6,570 939
Expected return on assets (6,668) -
Amortization of past service cost 9 -
Amortization of net actuarial loss 968 154
------------- -----------
$ 3,780 $ 1,429
============= ===========
25
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
16. OTHER INFORMATION (CONTINUED):
(b) Pension plans (continued):
The Company's salaried pension and non-pension benefits expense for
2002 is as follows:
Salaried Non-pension
pension plans plans
------------- -----------
Current service cost $ 3,248 $ 291
Interest on obligation 6,373 748
Expected return on assets (7,495) -
Amortization of past service cost 9 -
Amortization of net actuarial loss 124 34
------------- -----------
$ 2,259 $ 1,073
============= ===========
(c) Discontinued operations:
Effective May 11, 2004, the Company sold its Port Alice pulpmill to
Port Alice Specialty Cellulose Inc., a subsidiary of Lapointe
Partners, Inc. Under the purchase and sale agreement, the purchaser
acquired all the assets used primarily or exclusively in the Port
Alice pulpmill, including $2.73 million of adjusted working capital
(as defined) and the assumption of outstanding obligations relating
to the pulpmill, including employee and pension liabilities, for one
dollar.
The Company has applied discontinued operations accounting for the
Port Alice pulp mill operations and restated prior year results for
2003 and 2002, accordingly.
At December 31, 2003, the following assets and liabilities related
to the Port Alice discontinued operations:
Current assets $ 18,880
Long-term assets 2,402
-----------
21,282
Current liabilities 8,124
Long-term liabilities 5,619
-----------
13,743
-----------
Net assets of discontinued operations $ 7,539
===========
26
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
16. OTHER INFORMATION (CONTINUED):
(c) Discontinued operations (continued):
For the periods presented, the following table provides disclosures
for discontinued operations results from operations.
January 1, January 1, January 1,
2004 to 2003 to 2002 to
July 27, December 31, December 31,
2004 2003 2002
---------- ------------ ------------
Sales $ 12,764 $ 54,713 $ 60,386
Costs and expenses 19,394 74,650 133,604
--------- --------- ---------
Operating earnings (loss) (6,630) (19,937) (73,218)
Loss on disposal (5,796) - -
--------- --------- ---------
Net loss from discontinued operations $ (12,426) $ (19,937) $ (73,218)
========= ========= =========
Included in costs and expenses is nil (2003 - nil; 2002 -
$2,092,000) in amortization and nil (2003 - nil; 2002 - $47,670,000)
in write-downs of property, plant and equipment.
17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES:
As indicated in note 2, these consolidated financial statements have been
prepared in accordance with Canadian GAAP, the measurement principles of
which, in the case of the Company, conform in all material respects with
U.S. GAAP, except as set forth below.
(a) Adjustments to consolidated statements of operations:
(i) Net loss:
Period from Year ended Year ended
January 1, 2004 December 31, December 31,
to July 27, 2004 2003 2002
----------------- ------------ ------------
Net earnings (loss) in accordance with
Canadian GAAP from continuing
operations $ (83,628) $ 16,133 $ (90,887)
Adjustments for pensions (c) 292 500 500
Write-down of property, plant and equipment (d) 1,133 2,098 (41,954)
Earnings from CCAA wind-up proceedings (f) 566,822 - -
Future tax impact of adjustments (g) (202,410) (925) 14,766
Increase (decrease) in valuation allowance
resulting adjustments (g) 202,410 925 (14,766)
--------- --------- ---------
Net earnings (loss) from continuing operations
in accordance with U.S. GAAP 484,619 18,731 (132,341)
Provision for dividends on preferred shares (2,753) (4,779) (4,499)
--------- --------- ---------
Net earnings (loss) from continuing operations
available to common and non-voting shares $ 481,866 $ 13,952 $(136,840)
========= ========= =========
27
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED):
(a) Adjustments to consolidated statements of operations (continued):
(i) Net loss (continued):
Period from Year ended Year ended
January 1, 2004 December 31, December 31,
to July 27, 2004 2003 2002
---------------- ------------ ------------
Weighted average number of shares
outstanding 42,481 42,481 42,481
========= ========= =========
Basic earnings (loss) from continuing
operations per share in
accordance with U.S. GAAP $ 11.34 $ 0.33 $ (3.22)
Diluted earnings (loss) from continuing
operations per share in
accordance with U.S. GAAP 11.34 0.33 (3.22)
========= ========= =========
Loss from discontinued operations in
accordance with Canadian and
U.S. GAAP $ (12,426) $ (19,937) $ (73,218)
========= ========= =========
Net earnings (loss) in accordance with
U.S. GAAP $ 472,193 $ (1,206) $(205,559)
Provision for dividends on preferred shares (2,753) (4,779) (4,499)
--------- --------- ---------
Net income (loss) available to common
stockholders $ 469,440 $ (5,985) $(210,058)
========= ========= =========
Basic earnings (loss) per share in
accordance with U.S. GAAP $ 11.06 $ (0.14) $ (4.94)
Diluted earnings (loss) per share in
accordance with U.S. GAAP 11.06 0.14 4.94
========= ========= =========
(ii) Sales:
The Company adopted new Canadian GAAP for presentation of
sales as disclosed in note 2(k)(iv). This change eliminated a
U.S. GAAP difference previously reported in 2003 and 2002.
28
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED):
(b) Adjustments to consolidated assets, liabilities and shareholders'
equity:
July 27, December 31,
2004 2003
-------- ------------
(Restated -
note 17(e))
Total assets in accordance with Canadian GAAP $ - $ 749,052
Adjustment for pensions (c) - (15,212)
Write-down of property, plant and equipment (d) - (39,856)
Future income taxes relating to:
Adjustment for pensions (g) - 5,419
Decrease in valuation allowance due to adjustments (g) - (5,419)
-------- ------------
Total assets in accordance with US GAAP $ - $ 693,984
======== ============
Total liabilities in accordance with Canadian GAAP $ - $ 1,166,177
Future income taxes relating to:
Write-down of property, plant and equipment (g) - (14,197)
Increase in valuation allowance due to adjustments (g) - 14,197
-------- ------------
Total liabilities in accordance with US GAAP $ - $ 1,166,177
======== ============
Total shareholders' deficiency in accordance
with Canadian GAAP $ - $ (417,125)
Cumulative change in deficit relating to:
Adjustment for pensions (c) - (15,212)
Write-down of property, plant and equipment (d) - (39,856)
-------- ------------
Total shareholders' deficiency in accordance with US GAAP $ - $ (472,193)
======== ============
Total liabilities and shareholders' equity $ - $ 693,984
======== ============
(c) Pension and post-retirement benefits:
In 2000, the Company adopted new Canadian accounting standards
relating to pension and other post retirement benefits. The change
in pensions and post retirement benefits was applied retroactively
with an adjustment to opening deficit. The adjustment to assets,
liabilities and opening deficit at December 31, 2003 under U.S. GAAP
represents a $15,212,000 decrease in pension assets and $15,212,000
increase in deficit relating to experience gains which would not
have been recorded under U.S. GAAP but rather would be recognized
over the expected average remaining service life of the employee
group to the extent the gains exceeded certain thresholds. For U.S.
GAAP purposes, the 2004, 2003 and 2002 effect of the adjustment
posted has been reversed and amortization of the experience gain of
$292,000 (2003 - $500,000; 2002 - $500,000) has been recorded.
29
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED):
(d) Long-lived assets:
Under U.S. GAAP, in 2001 certain pulp mill assets were classified as
"long-lived assets to be disposed of by sale" and were written down
to fair market value. During 2002, these assets were reclassified to
"long-lived assets held for use" as the Company no longer intended
to sell these assets. For Canadian GAAP purposes, the assets were
measured at their net recoverable amount for both years. US GAAP
requires that a long-lived asset that is reclassified from "held for
sale" to "held for use" be measured at the lower of its (a) carrying
amount before the asset was classified as held for sale, adjusted
for any amortization expense that would have been recognized had the
asset been continuously classified as held and used, and (b) the
fair value at the date of the subsequent decision not to sell. In
the case of the pulp mill assets, the lower amount was the fair
value at the date of the subsequent decision not to sell. The fair
value was $41,954,000 less than the net book value of the pulp mill
assets. As a result, for U.S. GAAP purposes, a further write-down of
$41,954,000 and related future income tax recovery of $14,944,000
from amounts reported under Canadian GAAP would have been recorded
in 2002. The adjustments for 2004 and 2003 relate to reversing the
$1,133,000 and $2,098,000, respectively in amortization that would
not have been recorded had the write-down been recorded in 2002.
(e) Asset retirement obligation:
The Company adopted the new Canadian GAAP standard for asset
retirement obligations as disclosed in note 2(k)(i). This change
eliminated a U.S. GAAP difference previously reported in 2003 and
the 2003 amounts have been revised to remove this difference.
(f) Earnings from CCAA wind-up proceedings:
Under U.S. GAAP, the comprehensive valuation adjustments on
financial reorganization of $513,179,000 are recorded in the
statement of operations as earnings whereas under Canadian GAAP, it
is treated as a capital transaction. In addition, on implementation
of the Plan, the Company transferred all its assets and liabilities
to Western. As a result, cumulative U.S. GAAP differences for the
pension plans (note 17(c)) of $14,920,000 and for long-lived assets
(note 17(d)) of $38,723,000 were realized on the transfer of these
assets to Western. As a result, the earnings from CCAA wind-up
proceedings would have been $53,643,000 higher due to these assets
having lower net book values on transfer under U.S. GAAP. As a
result, total earnings from CCAA wind-up proceedings under U.S. GAAP
are $566,822,000.
30
DOMAN INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
(Tabular amounts expressed in thousands of Canadian dollars, except per share
amounts)
For the period from January 1, 2004 to July 27, 2004
Years ended December 31, 2003 and 2002
17. DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES (CONTINUED):
(g) Future income taxes:
Under both Canadian and US GAAP, future tax assets and liabilities
are measured using the income tax rates and income tax laws that, at
the balance sheet date, are expected to apply when the assets are
realized or the liabilities settled. In Canada, announcements of
changes in income tax rates and tax laws by governments can have the
effect of being substantively enacted at the balance sheet date even
though the effective date is subsequent to the balance sheet date.
When persuasive evidence exists that the government is able and
committed to enacting the proposed changes in the foreseeable
future, the substantively enacted rates and income tax laws are used
to measure the future tax assets and liabilities. Under US GAAP,
only the income tax rates and income tax laws enacted at the balance
sheet date are used to measure the future income tax assets and
liabilities. For the years ended December 31, 2003 and 2002, tax
rate changes announced by governments in Canada but not yet enacted
did not materially affect the amounts of future tax assets and
liabilities reflected on the balance sheet and no adjustment is
required for these amounts to be in accordance with US GAAP.
The future tax impact of the US GAAP adjustments noted in (c), (d)
and (f) would result in a future income tax expense of $202,410,000
for 2004 (2003 - expense of $925,000; 2002 - tax recovery of
$14,766,000, respectively) and a future income tax adjustment to the
balance sheet of nil (2003 - $5,419,000) increase in future tax
assets and nil (2002 - $14,197,000) decrease in future tax
liabilities. However, due to the Company not meeting the "more
likely then not" requirement, a valuation allowance has been
provided for these amounts in 2003.
(h) Variable interest entities:
For U.S. GAAP purposes, the Company applies Financial Accounting
Standards Board's ("FASB") Interpretation No. 46R, "Consolidation of
Variable Interest Entities", which requires that the holders of
variable interests in a variable interest entity ("VIE") evaluate if
they expect to absorb the majority of the VIE's expected losses
and/or receive the majority of its expected residual returns, or
both, in which case they are identified as the primary beneficiary
of the VIE and are required to consolidate the VIE regardless of the
extent, if any, of voting interests. The application of FIN 46R has
not impacted this U.S. GAAP reconciliation as the Company has not
identified any VIEs in which it holds a variable interest.
31
ITEM 18. FINANCIAL STATEMENTS
See "Item 17. Financial Statements" for financial statements filed as part of
this annual report.
ITEM 19. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
1.1 Certificate of Incorporation and Articles(1)
1.2 Amended Bylaws of Western Forest Products Inc.(2)
4.1 Secured Bond Indenture and Supplemental Bond Indenture(1)
4.2 Class C Warrant Indenture(1)
4.3 Incentive Stock Option Plan(1)
4.4 Working Capital Facility
4.5 Western Forest Products Limited Supplementary Plan
4.6 CEO Employment Contract
4.7 CFO Employment Contract
8.1 List of significant subsidiaries of Western Forest Products Inc.
12.1 Certificate of Chief Financial Officer of Western Forest Products
Inc. pursuant to 18 U.S.C. S. 1350 as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
12.2 Certificate of the Chief Executive Officer of Western Forest
Products Inc. pursuant to 18 U.S.C. S. 1350 as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
13.1 Certificate of the Chief Executive Officer of Western Forest
Products Inc. pursuant to 18 U.S.C. S. 1350 as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
13.2 Certificate of the Chief Financial Officer of Western Forest
Products Inc. to 18 U.S.C. S. 1350 as adopted pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
15.1 Board Mandate
15.2 Environmental, Health and Safety Committee Charter
15.3 Nominating and Corporate Governance Committee Charter
15.4 Management Resources and Compensation Committee Charter
15.5 Audit Committee Charter
(1) Incorporated by reference from the Form 6K of Western dated March 28,
2005.
(2) Incorporated by reference from the Form 6K of Western dated June 20, 2005.
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APPENDIX A
GLOSSARY OF CERTAIN TERMS
Certain terms used in this report are defined below.
"AAC"......................................... Allowable annual cut -- the volume of
timber which the holder of a tree farm
licence or forest licence may harvest
under the licence in any given year as
determined by the Ministry of Forests.
"ADMT"........................................ Air dried metric tonne -- a metric tonne
of pulp with a moisture content of 10%
or less.
"annual cut".................................. The volume of timber which the holder of a
timber licence expects to harvest annually
from that timber licence.
"Board" or "Board of Directors"............... The board of directors of Western.
"board feet".................................. The plural of board foot; a board foot is
calculated by multiplying 1" x 12" x 12" =
1 foot board measure gross count. Lumber
is then finished (planed/sanded) to a
smaller size and sold based on the original
gross count. The difference between gross
size and net size is approximately 72%.
"CAC"......................................... Criteria air contaminants.
"Canadian GAAP"............................... Canadian generally accepted accounting
principles.
"Canadian Interests".......................... The Federal Government, other provincial
governments of Canada and Canadian forest
product companies.
"CBCA"........................................ Canada Business Corporations Act, as
amended.
"CCAA"........................................ Companies' Creditors Arrangement Act (Canada),
as amended.
"CCFM"........................................ Canadian Counsel of Forest Ministers.
"Centre"...................................... Saanich Forest Centre.
"CEO"......................................... Chief Executive Officer of Western.
"CFO"......................................... Chief Financial Officer of Western.
"CIT"......................................... CIT Business Credit Canada Inc.
"COC"......................................... CSA Chair of Custody.
"CSA"......................................... Canadian Standards Association.
"CVP"......................................... Comparable Value Pricing.
"Common Shares"............................... The common shares of Western.
"Class A and B Warrant Indenture"............. The class A and B warrant indenture dated
as of June 28, 2004 between Western and the
Bank of New York.
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"Class A and B Warrants"...................... The class A and B warrants of Western
issued pursuant to the Class A and B Warrant
Indenture in connection with the Plan.
"Class C Warrant Indenture"................... The class C warrant indenture dated as of
July 27, 2004 between Western and
Computershare.
"Class C Warrants"............................ The class C warrants of Western, consisting
of three tranches, Tranche 1, Tranche 2 and
Tranche 3, issued pursuant to the
Class C Warrant Indenture.
"Class C Warrant Trustee" or
"Computershare"............................... Computershare Trust Company of Canada.
"Court" ...................................... The Supreme Court of British Columbia.
"Doman" ...................................... Doman Industries Limited.
"DFPL"........................................ WFP Forest Products Limited (formerly 4018940
Canada Inc. and prior to that, Doman Forest
Products Limited).
"DIL Plan".................................... The Doman Industries Limited Pension Plan.
"DTC"......................................... The Depository Trust Company.
"DWL"......................................... WFP Western Lumber Ltd. (formerly 4018982
Canada Inc. and prior to that,
Doman-Western Lumber Ltd.).
"EEC"......................................... Extraordinary Challenge Committee Panel.
"EMS"......................................... Environmental Management Systems.
"Employment Agreements"....................... The employment agreement, effective from
October 4, 2005, entered into with our
current CEO and the employment agreement,
effective from January 24, 2005, entered
into with our current CFO.
"Federal Government".......................... The Federal Government of Canada.
"fibre"....................................... The raw material used in
the production of lumber
and pulp consisting
primarily of logs and wood
chips.
"Forest Act".................................. The Forest Act (British Columbia), as
amended.
"forest licence" or "FL"...................... A licence granted by the Ministry of
Forests which entitles the
holder to cut a specific volume of timber on
government lands.
"Forest Investment Account" or "FIA".......... A Provincial Government mechanism for
promoting sustainable forest management in
British Columbia through which the Minister
of Forests may provide funding for certain
forest management activities.
"Forest Renewal B.C."......................... A Provincial Government program whose
mandate was to plan and implement a program
of expenditures in order to renew the
forest economy of British Columbia, enhance
the productive capacity and environmental
value of forest lands, create jobs, provide
training for forest workers and strengthen
communities.
- 142 -
"FR Act"...................................... Forest Revitalization Act (British
Columbia).
"FR Plan"..................................... Forest Revitalization Plan.
"GAAP"........................................ Generally accepted accounting principles.
"green"....................................... Green is lumber that is
not kiln-dried or
air-dried.
"hectare"..................................... An area 100 meters by 100 meters, equal to
2.47 acres.
"hog fuel".................................... Wood residue produced by a sawmill or a log
merchandiser.
"ISO"......................................... International Organization
for Standardization.
"ICA"......................................... Investment Canada Act, as amended.
"Inter-Creditor Agreement".................... The inter-creditor agreement among Western,
WPL, DWL, DFPL and WFP Lumber Sales
Limited, CIT and the Secured Bond Trustee,
dated as of July 27, 2004.
"ITA"......................................... Income Tax Act (Canada), as amended.
"ITA Limit"................................... Maximum amount of benefits that may be
payable under a pension plan regulated by
the ITA.
"IWA Council"................................. IWA Council of the United Steelworkers
Union.
"log merchandiser"............................ The Company's log merchandiser located in
Nanaimo, British Columbia,
which extracts the lumber
portions of lower quality
logs and processes the
balance into wood chips.
"LRMP"........................................ Land and Resource Management Plans.
"m3".......................................... A cubic metre.
"Mfbm"........................................ One thousand board feet
measure (see board feet).
"MPS"......................................... Market Pricing System.
"Ministry of Forests"......................... The Ministry of Forests of British Columbia.
"MMfbm"....................................... One million board feet
measure (see board feet).
"NAFTA"....................................... The North American Free Trade Agreement.
"Named Executive Officers".................... CEO, CFO and three of our most highly
compensated executive officers (other than
the CEO and CFO) whose total annual salary
and bonus was in excess of $150,000, and
any of our former executive officers that
would have been one of the three most
highly compensated executive officers
except that the individual was not serving
as an executive officer for us as of
December 31, 2004.
- 143 -
"NBSK pulp"................................... Northern Bleached Softwood Kraft pulp, a
high quality white chemical kraft pulp
produced from slow growing northern
softwood trees and differentiated from
other grades of pulp by its fibre length
and strength.
"OID"......................................... Original discount amount.
"Operating EBITDA"............................ Operating earnings (loss) plus amortization
of property, plant and equipment plus
write-down of property, plant and equipment
and operating restructuring costs.
"Option Plan"................................. Western's incentive stock option plan.
"Options"..................................... Options granted or
available to be granted
under the Option Plan.
"PASCI"....................................... Port Alice Specialty
Cellulose Inc., an
affiliate of LaPointe
Partners, Inc.
"PFIC"........................................ Passive foreign investment
company under U.S. federal
income tax laws.
"Plan"........................................ The plan of compromise and arrangement
pursuant to the CCAA and reorganization
pursuant to CBCA in respect of the
Predecessor implemented on the Plan
Implementation Date.
"Plan Implementation Date".................... July 27, 2004.
"Plan Units".................................. Units consisting of US$1,000 principal
amount of Secured Bonds and 29 Common
Shares issued upon exercise of the Class A
and B Warrants in accordance with the Plan.
"Port Alice Assets"........................... The Port Alice pulp mill and related assets
of the Predecessor sold to PASCI by the
Predecessor.
"PPWC"........................................ Pulp, Paper and Woodworkers Union of Canada.
"Predecessor"................................. Doman, Alpine Projects Limited, Diamond
Lumber Sales Limited, DFPL, 4019008 Canada
Inc. (formerly Doman's Freightways Ltd.),
0183903 B.C. Ltd. (formerly Doman Holdings
Limited), 4018966 Canada Inc., (formerly
Doman Investments Limited), 4019016 Canada
Inc. (formerly Doman Log Supply Ltd.), DWL,
Eacom Timber Sales Ltd., WFPL, 4018974
Canada Inc. (formerly Western Pulp Inc.),
WPLP and Quatsi
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