businesspress24.com - Ag Growth Announces Strong Fourth Quarter Results; Declares Dividends
 

Ag Growth Announces Strong Fourth Quarter Results; Declares Dividends

ID: 1092634

(firmenpresse) - WINNIPEG, MANITOBA -- (Marketwire) -- 03/14/12 -- Ag Growth International Inc. (TSX: AFN) ("Ag Growth" or the "Company") today reported its financial results for the three and twelve months ended December 31, 2011, and declared dividends for March, April and May 2012.

(1) See non-IFRS measures.

Overview of Results

Ag Growth achieved record sales and EBITDA in the fourth quarter of 2011 as strong preseason activity throughout the Company's North American distribution network drove post-harvest demand for portable handling equipment. Sales of commercial handling equipment in the period increased over the same quarter in the prior year due primarily to continued strength in the domestic market. Adjusted EBITDA, net profit and profit per share all increased significantly over the same period in the prior year.

Adjusted EBITDA in fiscal 2011 benefited from high levels of domestic demand for commercial equipment, strong post-harvest demand for portable grain augers and lower expenses related to stock based compensation and performance related bonuses. Adjusted EBITDA for the fiscal year decreased compared to 2010 due to the impact of foreign exchange, start-up challenges at the Company's greenfield storage bin plant and regional market issues at the Company's Finland-based Mepu division. These three items negatively impacted adjusted EBITDA by approximately $13.5 million compared to the prior year.

"We are very pleased with our fourth quarter results", said Gary Anderson, President and Chief Executive Officer. "Strong preseason sales of portable equipment in both Canada and the U.S. provide an indication that our dealer network is looking to 2012 with optimism. Strong demand for commercial equipment continued into the fourth quarter and as result we achieved record domestic commercial sales in 2011. The positive results from Q4 were not enough, however, to offset the negative impacts of foreign exchange, poor regional conditions at Mepu and the start-up issues at Twister experienced throughout the year."





"Entering 2012 we believe the challenges at Mepu and Twister have largely been resolved. Conditions in Mepu's regional market in northern Europe appear to have normalized due largely to a favourable 2011 harvest. Interest in our storage bin product line remains strong both domestically and overseas and management retains a very positive outlook for contributions from this plant in 2012, although targeted gross margins may not be immediately achieved."

"We enter 2012 on a positive footing and look forward to the upcoming year with excitement on a number of fronts. The USDA is forecasting U.S. farmers will plant 94 million acres of corn in 2012 and a U.S. corn crop of over 14 billion bushels for the first time. Large volumes of grain positively impact all of our businesses, particularly the demand for portable handling equipment. Demand for commercial equipment in North America remains strong, and overseas we expect growth in commercial storage and handling due to positive agricultural fundamentals and the further development of our international infrastructure. We remain very positive with respect to our prospects internationally and have recently established a sales and support team based in northern Europe and have opened two new sales offices in South America. Our continued focus in new international markets has contributed to increasing sales quoting activity and an international order backlog well above 2011 levels.

Outlook

Management expects demand for portable grain handling equipment in 2012 will benefit from positive on-farm economics, the potential for a large number of corn acres in the U.S. and a return to normalized conditions in western Canada. The USDA is currently forecasting that U.S. farmers in 2012 will plant 94 million acres of corn (2011 - 92 million acres), the highest planting level since 1944. Based on the USDA yield estimate this may result in a corn crop in excess of 14 billion bushels (2011 - 12.4 billion bushels). In western Canada, management anticipates that seeded acres will more closely approximate traditional levels as current conditions are not indicative of the excessive spring flooding that resulted in 4 million acres of farmland going unseeded in 2011.

Sales of commercial equipment in North America were at record levels in 2011 due to positive agricultural economics and a commercial infrastructure which is expanding its capacity to accommodate the growing number of total bushels of grain in the system. Based on current conditions management anticipates continued high levels of domestic demand in 2012, however domestic sales may fall below the record sales achieved in 2011. International commercial grain handling sales are expected to increase compared to 2011 as the Company remains very encouraged with respect to the outlook for developing markets and the potential of product bundling with storage bins and other Ag Growth products.

Entering 2012, management believes the start-up challenges at our greenfield storage bin facility at Twister are largely resolved however targeted gross margins may not be immediately achieved. Interest in our storage bin product line remains strong both domestically and overseas and management retains a very positive outlook for contributions from this plant in 2012 and beyond. The new bins have been well received by our domestic and international customers.

Management expects earnings from Mepu in 2012 to improve significantly compared to 2011 due to improved market conditions, largely the result of a favourable 2011 harvest, and improved steel cost alignment. Mepu has historically been very seasonal, with negative EBITDA in the first and fourth quarters, and this trend is expected to continue in 2012.

Ag Growth remains very optimistic with respect to its international potential. The Company has continued to invest in its international development with additions to its sales team and has recently opened sales offices in Columbia, Argentina and Latvia. Ag Growth's international sales backlog for 2012 is significantly higher compared to the backlog at this time in 2011. The Company's geographic scope of activity continues to expand beyond the original areas of focus of Russia, Eastern Europe and Latin America to include increased activity in Southeast Asia, the Middle East and Africa.

Management expects gross margins in portable and commercial handling equipment to remain strong in 2012 and expects margin improvements at the Mepu and Twister divisions. The Company's gross margin expectations for storage products in 2012 are significantly higher than those achieved in 2011. However, storage sales are expected to comprise a higher proportion of total sales in 2012 and this change in sales mix is expected to reduce gross margin on a consolidated basis. As a result of these offsetting factors, Ag Growth's consolidated gross margin percentage in 2012 is expected to remain relatively consistent with 2011.

Consistent with prior years, demand in 2012, particularly in the second half, will be influenced by crop and harvest conditions. Changes in global macro-economic factors, including the availability of credit in new markets, also may influence demand, primarily for commercial grain handling and storage products. Results may be also be impacted by changes in steel costs and other material inputs. The rate of exchange between the Canadian and US dollars may impact the comparison of results between 2012 and 2011. The Company's average rate of exchange in 2011 was $1 USD = CAD $0.97.

Dividends

Ag Growth today announced the declaration of cash dividends of $0.20 per common share for the months of March 2012, April 2012 and May 2012. The dividends are eligible dividends for Canadian income tax purposes. Ag Growth's current annualized cash dividend rate is $2.40 per share.

The table below sets forth the scheduled payable and record dates:

MD&A and Financial Statements

Ag Growth's financial statements and management's discussion and analysis for the three and twelve months ended December 31, 2011 will be available electronically from SEDAR () or from Ag Growth's website ().

Conference Call

Ag Growth will hold a conference call at 2:00 p.m. EST today to discuss its financial results. The call will begin with a short address by Gary Anderson, President and Chief Executive Officer, followed by a question and answer period for investment analysts, investors, and other interested parties.

To participate in the conference call, please dial 1-800-952-6845 or for local access dial 416-695-6616. An audio replay of the call will be available for seven days. To access the audio replay, please dial 1-800-408-3053 or for local access dial 905-694-9451. Please quote confirmation code 4751527.

Company Profile

Ag Growth International Inc. is a leading manufacturer of portable and stationary grain handling, storage and conditioning equipment, including augers, belt conveyors, grain storage bins, grain handling accessories, grain aeration equipment and grain drying systems. Ag Growth has eleven manufacturing facilities in Canada, the United States, the United Kingdom and Finland, and its sales, marketing, and distribution system distributes product in 48 states, nine provinces, and internationally.

Non-IFRS Measures

References to "EBITDA" are to profit before income taxes, finance costs, accelerated vesting and death benefits, depreciation and amortization. References to "Adjusted EBITDA" are to EBITDA before the Company's gain or loss on foreign exchange, gains or losses on the sale of property, plant & equipment, expenses related to corporate acquisition activity and other operating expenses. References to "trade sales" are to sales excluding the gain or loss on foreign exchange. References to "funds from operations" are to cash flow from operating activities before the net change in non-cash working capital balances related to operations and stock-based compensation and the non-cash portion of accelerated vesting and death benefit,, less maintenance capital expenditures and adjusted for the gain or loss on the sale of property, plant & equipment. Management believes that, in addition to cash provided by (used in) operating activities, funds from operations provide a useful supplemental measure in evaluating its performance. References to "payout ratio" are to dividends declared as a percentage of funds from operations. Management believes that, in addition to sales, profit or loss and cash flows from operating, investing, and financing activities, trade sales, EBITDA, Adjusted EBITDA and funds from operations are useful supplemental measures in evaluating the Company's performance. Trade sales, EBITDA, Adjusted EBITDA, funds from operations and payout ratio are not financial measures recognized by IFRS and do not have a standardized meaning prescribed by IFRS. Management cautions investors that trade sales, EBITDA, Adjusted EBITDA, funds from operations and payout ratio should not replace sales or profit or loss as indicators of performance, or cash flows from operating, investing, and financing activities as a measure of the Company's liquidity and cash flows. Ag Growth's method of calculating trade sales, EBITDA, Adjusted EBITDA, funds from operations and payout ratio may differ from the methods used by other issuers.

Forward-Looking Statements

This press release contains forward-looking statements that reflect our expectations regarding the future growth, results of operations, performance, business prospects, and opportunities of the Company. Forward-looking statements may contain such words as "anticipate", "believe", "continue", "could", "expects", "intend", "plans", "will" or similar expressions suggesting future conditions or events. In particular, the forward looking statements in this press release include statements relating to the benefits of acquisitions, our business and strategy, including our outlook for our financial and operating performance, growth in sales to developing markets, the resolution of start-up issues at our Twister bin plant and the future contribution of that plant to our operating and financial performance, the impact of crop conditions in our market areas, the impact of current economic conditions on the demand for our products, and the payment of dividends. Such forward-looking statements reflect our current beliefs and are based on information currently available to us, including certain key expectations and assumptions concerning anticipated financial performance, business prospects, strategies, product pricing, regulatory developments, tax laws, the sufficiency of budgeted capital expenditures in carrying out planned activities, foreign exchange rates and the cost of materials, labour and services. Forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual results to differ materially from results discussed in the forward-looking statements, including changes in international, national and local business conditions, crop yields, crop conditions, seasonality, industry cyclicality, volatility of production costs, commodity prices, foreign exchange rates, and competition. In addition, actual results may be materially impacted by the pace of recovery from the global economic crisis in certain areas, including the cost and availability of capital. These risks and uncertainties are described under "Risks and Uncertainties" in our MD&A and in our most recently filed Annual Information Form. We cannot assure readers that actual results will be consistent with these forward-looking statements and we undertake no obligation to update such statements except as expressly required by law.

AG GROWTH INTERNATIONAL INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Dated: March 14, 2012

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the audited consolidated financial statements and accompanying notes of Ag Growth International Inc. ("Ag Growth", the "Company", "we", "our" or "us") for the year ended December 31, 2011. Results are reported in Canadian dollars unless otherwise stated.

The financial information contained in this MD&A has been prepared in accordance with International Financial Reporting Standards ("IFRS"). All dollar amounts are expressed in Canadian currency, unless otherwise noted.

Throughout this MD&A references are made to "trade sales", "EBITDA", "adjusted EBITDA", "gross margin", "funds from operations" and "payout ratio". A description of these measures and their limitations are discussed below under "Non-IFRS Measures".

This MD&A contains forward-looking statements. Please refer to the cautionary language under the heading "Risks and Uncertainties" and "Forward-Looking Statements" in this MD&A and in our most recently filed Annual Information Form.

SUMMARY OF RESULTS

Ag Growth achieved record sales for the year ended December 31, 2011, due largely to revenues from divisions acquired in 2010 and 2011. The Company ended the year with a strong fourth quarter due to robust preseason sales of portable equipment and continued domestic strength in commercial grain handling. Adjusted EBITDA for the fiscal year decreased compared to 2010 due to the impact of foreign exchange, start-up challenges at the Company's Twister greenfield storage bin plant and regional market issues at the Company's Finland-based Mepu division. These three items negatively impacted adjusted EBITDA by approximately $13.5 million compared to the prior year.

Net profit and diluted profit per share for the year ended December 31, 2011 decreased compared to the prior year due to the factors discussed above and a decrease of $4.3 million in the Company's gain on foreign exchange. The decrease in the foreign exchange gain was in part the result of $0.3 million non-cash loss (2010 - gain of $1.3 million) related to the translation of its U.S. dollar denominated debt into Canadian dollars at the year-end exchange rate.

(1) Sales excluding gains or losses on foreign exchange contracts.

(2) See "Non-IFRS Measures".

A brief summary of our operating results can be found below. A more detailed narrative is included later in this MD&A under "Explanation of Operating Results".

Acquisitions in 2010 and 2011

To enhance the comparison of results between 2011 and 2010, we often refer to results "excluding acquisitions" so the analysis is comparing only the divisions that were owned for the full twelve months in both periods. When comparing results "excluding acquisitions" for the twelve month periods, the comparison excludes Mepu, Franklin, Tramco and Airlanco.

Trade Sales (see non-IFRS Measures)

Trade sales in 2011 increased compared to 2010 due to revenues from divisions acquired in 2010 and 2011, continued strength in commercial grain handling and an increase in storage bin sales. Portable grain handling sales as measured in base currencies ended 2011 roughly flat compared to 2010, despite less than optimal harvest conditions that reduced in-season third quarter sales, due to strong preseason demand as dealers began building inventory levels in advance of the 2012 season.

Trade sales for the year ended December 31, 2011 were significantly impacted by the rate of exchange between the Canadian and U.S. dollars. Ag Growth's average rate of foreign exchange in 2011 was $0.97 CAD per one U.S. dollar (2010 - $1.04 CAD per one U.S. dollar). Had the foreign exchange rates experienced in 2010 been in effect in 2011, trade sales in 2011, excluding acquisitions, would have increased by approximately an additional $12.6 million.

Gross Margin (see non-IFRS Measures)

The gross margin percentages at divisions owned for a full twelve months in both 2010 and 2011 were relatively consistent year over year, with the exception of the Edwards/Twister division, despite significant foreign exchange headwinds. Excluding acquisitions and Edwards/Twister, the Company's gross margin percentage was 41% in both 2010 and 2011. The Company was able to maintain these strong margins due to high throughput levels and continued investment in manufacturing through capital expenditures and lean manufacturing practices.

The Company's consolidated gross margin percentage decreased from 39% in 2010 to 34% in 2011 due to the impact of foreign exchange, sales mix and challenges at the Company's Edwards/Twister and Mepu divisions. The factors that impacted gross margins at these divisions are discussed in more detail later in this MD&A.

Adjusted EBITDA (see non-IFRS Measures)

Adjusted EBITDA in 2011 benefited from high levels of domestic demand for commercial equipment, strong post-harvest demand for portable grain augers and lower expenses related to stock based compensation and performance related bonuses.

The stronger Canadian dollar in 2011 negatively impacted adjusted EBITDA by approximately $5.7 million compared to 2010. Challenges experienced at the Edwards/Twister and Mepu divisions, which are discussed in more detail later in this MD&A, contributed to a decrease in adjusted EBITDA of $7.7 million compared to 2010.

Diluted profit per share

The decrease in diluted profit per share compared to 2010 is primarily the result of the decrease in adjusted EBITDA discussed above. In addition, the Company's gain on foreign exchange decreased $4.3 million compared to 2010 due to a $0.3 million non-cash loss on the translation of the Company's U.S. dollar denominated debt to Canadian dollars (2010 - gain of $1.3 million) and less favourable foreign exchange hedging rates.

Payout Ratio (see non-IFRS Measures)

The Company's payout ratio increased to 75% (2010 - 50%) due largely to the factors that impacted adjusted EBITDA as discussed above. The increase compared to 2010 is partially attributable to the increase in Ag Growth's monthly dividend rate implemented in November 2010. Ag Growth's payout ratio in 2010 would have been 58% based on the current dividend rate of $2.40 per annum.

CORPORATE OVERVIEW

We are a manufacturer of agricultural equipment with a focus on grain handling, storage and conditioning products. Our products service most agricultural markets including the individual farmer, corporate farms and commercial operations. Our business is affected by regional and global trends in grain volumes, on-farm and commercial grain storage and handling practices, and crop prices. Our business is seasonal, with higher sales occurring in the second and third calendar quarters compared with the first and fourth quarters.

We manufacture in Canada, the US and Europe and we sell products globally, with most of our sales in the US. The following table sets forth our geographic concentration of sales for the periods indicated.

Trade Sales by Geographic Region

Our business is sensitive to fluctuations in the value of the Canadian and US dollars as a result of our exports from Canada to the US and as a result of earnings derived from our US based divisions. Fluctuations in currency impact our results even though we engage in currency hedging with the objective of partially mitigating our exposure to these fluctuations.

Our business is also sensitive to fluctuations in input costs, especially steel, a principal raw material in our products. Steel represented approximately 30% of production costs in fiscal 2011 (2010 - 29%). Short-term fluctuations in the price of steel impact our financial results even though we strive to partially mitigate our exposure to such fluctuations through the use of long-term purchase contracts, bidding commercial projects based on current input costs and passing input costs on to customers through sales price increases.

The inclusion of the assets, liabilities and operating results of a number of acquisitions significantly impact comparisons between 2011 and 2010. These acquisitions are summarized briefly below.

Acquisitions in Fiscal 2011

Airlanco - On October 4, 2011, the Company acquired the operating assets of Airlanco, a manufacturer of aeration products and filtration systems that are sold primarily into the commercial grain handling and processing sectors. The purchase price of $11.5 million was financed primarily from Ag Growth's acquisition line of credit while costs related to the acquisition of $0.2 million and a working capital adjustment of $0.4 million were financed by cash on hand. The purchase price represents a valuation of approximately five times Airlanco's normalized fiscal 2010 EBITDA. Airlanco is located in Falls City, Nebraska and has traditionally served customers headquartered or located in North America. The Company had sales of approximately $11 million in 2010, operating out of an 80,000 square foot facility with 65 employees.

Acquisitions in Fiscal 2010

Mepu - Ag Growth acquired 100% of the outstanding shares of Mepu Oy ("Mepu") on April 29, 2010, for cash consideration of $11.3 million, plus costs related to the acquisition of $0.6 million and the assumption of a $1.0 million operating line. The acquisition was funded from cash on hand. Mepu is a Finland based manufacturer of grain drying systems and other agricultural equipment. The acquisition of Mepu provided the Company with a complementary product line, distribution in a region where the Company previously had only limited representation and a corporate footprint near the growth markets of Russia and Eastern Europe. Mepu had average sales and EBITDA of approximately 14 million Euros (CAD $19 million) and 1.5 million Euros (CAD $2 million), respectively, in the three fiscal years prior to acquisition. The nature of Mepu's business is very seasonal with a heavy weighting towards the second and third quarters.

Franklin - Ag Growth acquired the assets of Winnipeg-based Franklin Enterprises Ltd ("Franklin") effective October 1, 2010 for cash consideration of $7.1 million, plus costs related to the acquisition of $0.4 million and a working capital adjustment of $1.7 million. The acquisition was funded from cash on hand. Franklin enhances Ag Growth's manufacturing capabilities and can increase production capacity in periods of high in-season demand. Franklin has played an integral role in the development of Ag Growth's new storage bin product line. Franklin's custom manufacturing business generates monthly sales of approximately $1 million and roughly breaks even on an EBITDA basis.

Tramco - Ag Growth acquired 100% of the outstanding shares of Tramco, Inc. ("Tramco"), on December 20, 2010, for cash consideration of $21.5 million, less a working capital adjustment of $1.3 million. Costs related to the acquisition were $0.5 million. The acquisition was funded from cash on hand. Tramco is a manufacturer of heavy duty chain conveyors and related handling products, primarily for the grain processing sector. Tramco is an industry leader with a premier brand name and strong market share and as such provides the Company with an excellent entry point into a new segment of the food supply chain. Tramco had average sales and EBITDA of approximately $30 million and $4 million, respectively, in the two fiscal years prior to acquisition. Tramco manufactures in Wichita, Kansas, and in Hull, England and has a sales office in the Netherlands.

OUTLOOK

Management expects demand for portable grain handling equipment in 2012 will benefit from positive on-farm economics, the potential for a large number of corn acres in the U.S. and a return to normalized conditions in western Canada. The USDA is currently forecasting that U.S. farmers in 2012 will plant 94 million acres of corn (2011 - 92 million acres), the highest planting level since 1944. Based on the USDA yield estimate this may result in a corn crop in excess of 14 billion bushels (2011 - 12.4 billion bushels). In western Canada, management anticipates that seeded acres will more closely approximate traditional levels as current conditions are not indicative of the excessive spring flooding that resulted in 4 million acres of farmland going unseeded in 2011.

Sales of commercial equipment in North America were at record levels in 2011 due to positive agricultural economics and a commercial infrastructure which is expanding its capacity to accommodate the growing number of total bushels of grain in the system. Based on current conditions management anticipates continued high levels of domestic demand in 2012, however domestic sales may fall below the record sales achieved in 2011. International commercial grain handling sales are expected to increase compared to 2011 as the Company remains very encouraged with respect to the outlook for developing markets and the potential of product bundling with storage bins and other Ag Growth products.

Entering 2012, management believes the start-up challenges at our greenfield storage bin facility at Twister are largely resolved however targeted gross margins may not be immediately achieved. Interest in our storage bin product line remains strong both domestically and overseas and management retains a very positive outlook for contributions from this plant in 2012 and beyond. The new bins have been well received by our domestic and international customers.

Management expects earnings from Mepu in 2012 to improve significantly compared to 2011 due to improved market conditions, largely the result of a favourable 2011 harvest, and improved steel cost alignment. Mepu has historically been very seasonal, with negative EBITDA in the first and fourth quarters, and this trend is expected to continue in 2012.

Ag Growth remains very optimistic with respect to its international potential. The Company has continued to invest in its international development with additions to its sales team and has recently opened sales offices in Columbia, Argentina and Latvia. Ag Growth's international sales backlog for 2012 is significantly higher compared to the backlog at this time in 2011. The Company's geographic scope of activity continues to expand beyond the original areas of focus of Russia, Eastern Europe and Latin America to include increased activity in Southeast Asia, the Middle East and Africa.

Management expects gross margins in portable and commercial handling equipment to remain strong in 2012 and expects margin improvements at the Mepu and Twister divisions. The Company's gross margin expectations for storage products in 2012 are significantly higher than those achieved in 2011. However, storage sales are expected to comprise a higher proportion of total sales in 2012 and this change in sales mix is expected to reduce gross margin on a consolidated basis. As a result of these offsetting factors, Ag Growth's consolidated gross margin percentage in 2012 is expected to remain relatively consistent with 2011.

Consistent with prior years, demand in 2012, particularly in the second half, will be influenced by crop and harvest conditions. Changes in global macro-economic factors, including the availability of credit in new markets, also may influence demand, primarily for commercial grain handling and storage products. Results may be also be impacted by changes in steel costs and other material inputs. The rate of exchange between the Canadian and US dollars may impact the comparison of results between 2012 and 2011. The Company's average rate of exchange in 2011 was $1 USD = CAD $0.97.

DETAILED OPERATING RESULTS

(1) See "Non-IFRS Measures".

(2) Primarily related to gains on foreign exchange contracts.

EBITDA RECONCILIATION

(1) See "Non-IFRS Measures".

(2) Primarily related to gains on foreign exchange contracts.

ASSETS AND LIABILITIES

EXPLANATION OF OPERATING RESULTS

Trade sales

(1) Trade sales excluding acquisitions completed in 2010 and 2011.

(2) Trade sales excluding acquisitions and adjusted to assume the 2011 FX rate was identical to the rate in 2010.

Trade sales were negatively impacted by a stronger Canadian dollar compared to 2010. If the Canadian/US dollar exchange rates in 2011 had been the same as in 2010, trade sales excluding acquisitions for the year ended December 31, 2011 would have been $12.6 million higher and exceeded the levels achieved in 2010.

Trade sales in 2011 benefited from continued strength in commercial grain handling, increased storage bin sales and revenues from acquisitions completed in 2010 and 2011. Portable grain handling sales as measured in base currencies ended 2011 roughly flat compared to 2010, despite less than optimal growing conditions that reduced in-season third quarter sales, due to strong preseason demand as dealers began building inventory levels in advance of 2012.

International trade sales in the year ended December 31, 2011 were $54.5 million (2010 - $36.8 million). The increase of 42% from a year earlier was primarily due to our 2010 acquisitions of Mepu and Tramco. Excluding acquisitions, international trade sales in 2011 were $23.2 million, compared to $27.4 million in 2010. The year over year decrease is largely due to the inclusion of a single $10 million sale to Russia in 2010.

Gross Profit and Gross Margin

(1) Excluding depreciation and amortization included in cost of sales.

(2) Gross margin without taking into effect the divisions acquired in 2010 and 2011 so as to provide a comparison based only on the results of divisions that were operating in both periods.

The gross margin percentages at divisions owned for a full twelve months in both 2010 and 2011 were relatively consistent year over year, with the exception of Edwards/Twister, despite significant foreign exchange headwinds. Excluding acquisitions and Edwards/Twister, the Company's gross margin was 41% in both 2010 and 2011. The Company was able to maintain these strong margins due to high throughput levels and continued investment in manufacturing through capital expenditures and lean manufacturing practices.

The Company's consolidated gross margin percentage decreased compared to 2010 due in part to the impact of foreign exchange and product sales mix. Also of significance were challenges experienced at the Company's Edwards/Twister and Mepu divisions:

General and Administrative Expenses

(1) G&A excluding depreciation, amortization, transaction costs and accelerated vesting and death benefits.

G&A expenses increased compared to 2010 largely due to new acquisitions. As a percentage of trade sales, G&A was 16% in 2011 (2010 - 17%). Compared to 2010, G&A expenses net of acquisitions decreased $2.5 million mainly due to lower stock-based compensation and short-term bonuses, which were partially offset by increased professional fees related the Company's conversion to IFRS and a continued investment in international sales development.

EBITDA and Adjusted EBITDA

(1) See the EBITDA reconciliation table above and "Non-IFRS Measures" later in this MD&A.

The decline in EBITDA and adjusted EBITDA in 2011 compared with a year earlier is largely due to the stronger Canadian dollar in 2011, start-up challenges at the Company's new storage bin facility and the factors affecting Mepu, as discussed under "Explanation of Operating results".

Finance Costs

The Company's bank indebtedness as at December 31, 2011 was $nil (2010 - $nil) and its outstanding long-term debt and obligations under capital leases including the current portion was $36.0 million (2010 - $25.2 million). Long-term debt at December 31, 2011 is primarily comprised of US $25.0 million aggregate principal amount of non-amortizing secured notes that bear interest at 6.80% and mature October 29, 2016 and US $10.5 million of non-amortizing term debt, net of all deferred financing costs of $0.3 million. See "Capital Resources" for a description of the Company's credit facilities.

Obligations under capital lease of $0.2 million include a number of equipment leases with an average interest rate of 6.5%. The lease end dates are in 2012.

Finance costs for the year ended December 31, 2011 were $12.7 million (2010 - $12.5 million). At December 31, 2011 the Company had outstanding $114.9 million aggregate principal amount of convertible unsecured subordinated debentures (2010 - $115.0 million). The Debentures bear interest at an annual rate of 7.0% and mature December 31, 2014. See "Capital Resources".

In addition to interest on the instruments noted above, finance costs include non-cash interest related to debenture accretion, the amortization of deferred finance costs, stand-by fees and other sundry cash interest.

Finance Income

Finance income is comprised of interest earned on the Company's cash balances and gains or losses on translation of the Company's U.S. dollar denominated long-term debt.

Depreciation and amortization

Under IFRS the depreciation of property, plant and equipment and the amortization of intangible assets are categorized on the income statement in accordance with the function to which the underlying asset is related.

Current income tax expense

For the year ended December 31, 2011, the Company recorded current tax expense of $3.9 million (2010 - $5.6 million). Current tax expense relates primarily to certain subsidiary corporations of Ag Growth, including its U.S. and Finland based divisions.

Deferred income tax expense

For the year ended December 31, 2011, the Company recorded deferred tax expense of $5.7 million (2010 - $8.0 million). The deferred tax expense in 2011 relates to the utilization of deferred tax assets plus a decrease in deferred tax liabilities that related to the application of corporate tax rates to reversals of temporary differences between the accounting and tax treatment of depreciable assets, intangibles, reserves, deferred compensation plans and deferred financing fees.

Profit and profit per share

For the year ended December 31, 2011, the Company reported net profit of $24.5 million (2010 - $30.8 million), basic net profit per share of $1.97 (2010 - $2.43), and fully diluted net profit per share of $1.95 (2010 - $2.40). Profit per share for the year ended December 31, 2011 decreased compared to the prior year primarily due to lower adjusted EBITDA (see "Explanation of Operating Results") and a lower gain on foreign exchange.

Selected Annual Information (thousands of dollars, other than per share data)

(1) Results for 2010 have been restated in accordance with IFRS. The Company was not required to apply IFRS to periods prior to 2010 and accordingly 2009 comparative data is presented in accordance with CGAAP.

(2) Effective June 3, 2009, the Company converted from an open-ended limited purpose trust to a publicly listed corporation (see "Conversion to a Corporation"). Accordingly, Fund trust units and Class B units received distributions for the first five months of 2009, and common shareholders of the publicly listed corporation received dividends thereafter.

The following factors impact comparability between years in the table above:

QUARTERLY FINANCIAL INFORMATION (thousands of dollars):

Interim period sales and profit historically reflect seasonality. The third quarter is typically the strongest primarily due to the timing of construction of commercial projects and high in-season demand at the farm level. Due to the seasonality of Ag Growth's working capital movements, cash provided by operations will typically be highest in the fourth quarter.

The following factors impact the comparison between periods in the table above:

FOURTH QUARTER

Sales and EBITDA in the fourth quarter of 2011 exceeded the record levels achieved in 2010, despite the negative impact of foreign exchange, due to strength in both portable and commercial grain handling sales.

Acquisitions in 2010 and 2011

In the fourth quarter narrative below the comparisons to 2010 most often include a comparison of consolidated results and a comparison that includes only the divisions that were owned for the full three month period in both 2010 and 2011. The "excluding acquisitions" comparison below excludes Tramco (acquired December 2010) and Airlanco (acquired October 2011).

Trade sales

Trade sales for the three months ended December 31, 2011 were $67.0 million (2010 - $49.4 million). Excluding acquisitions, trade sales in the fourth quarter of 2011 were $56.1 million, an increase of $6.9 million or 14% over 2010. The increase in trade sales is largely due to increased demand for portable grain handling equipment, as the Company's dealer network replenished their inventory levels in advance of the 2012 season, higher domestic sales of commercial handling equipment and an increase in storage bin sales internationally.

Gross Margin

Gross margin as a percentage of sales for the three months ended December 31, 2011 was 33%, and excluding acquisitions the gross margin in the fourth quarter of 2011 was 36% (2010 - 35%). Gross margin percentages in the fourth quarter of 2011 benefited from sales mix, manufacturing efficiencies realized through the impact of lean manufacturing and the advantages of high production volumes, partially offset by the negative impact of the stronger Canadian dollar and quarter-over-quarter gross margin percentage decreases at the Edwards/Twister and Mepu divisions.

Expenses

For the three months ended December 31, 2011, general and administrative expenses were $13.6 million or 20% of sales. Excluding acquisitions, selling, general and administrative expenses were $10.0 million or 20% of sales (2010 - $10.4 million or 24%). The decrease of $0.4 million from 2010 was primarily the result of a lower expense related to stock based compensation and a reduction in short term bonuses, partially offset by increased sales and marketing expenses as the Company continued to expand its international sales infrastructure. G&A expenses as a percentage of sales are typically high in the fourth quarter as the Company's trade sales are lower due to seasonality.

Adjusted EBITDA, EBITDA and Net Earnings

Adjusted EBITDA for the three months ended December 31, 2011 was $8.4 million (2010 - $6.7 million). Excluding acquisitions, adjusted EBITDA in the fourth quarter of 2011 was $8.2 million (2010 - $6.5 million). The increase resulted primarily from higher sales of portable and commercial grain handling as discussed above.

EBITDA for the three months ended December 31, 2011 was $9.7 million, compared to $8.4 million in 2010. The increase in EBITDA is the result of the factors above partially offset by a decrease in the Company's gain on foreign exchange from $2.9 million in 2010 to $1.2 million in 2011.

For the three months ended December 31, 2011, the Company reported net earnings of $3.3 million (2010 - loss of $0.4 million), basic net earnings per share of $0.26 (2010 - loss per share of $0.03), and fully diluted net earnings per share of $0.26 (2010 - loss per share of $0.03).

CASH FLOW AND LIQUIDITY

For the year ended December 31, 2011, cash provided by operations was $27.9 million (2010 - $39.0 million). The decrease in cash generated from operations compared to 2010 is the result of a decrease in EBITDA and net earnings which resulted primarily from the impact of foreign exchange and challenges at the company's Edwards/Twister and Mepu divisions (see "Explanation of Operating Results" above).

Working Capital Requirements

Interim period working capital requirements typically reflect the seasonality of the business. Ag Growth's collections of accounts receivable are weighted towards the third and fourth quarters. This collection pattern, combined with historically higher sales in the third quarter that result from seasonality, typically lead to accounts receivable levels increasing throughout the year and peaking in the third quarter. Inventory levels typically increase in the first and second quarters and then begin to decline in the third or fourth quarter as sales levels exceed production. As a result of these working capital movements, historically, Ag Growth begins to draw on its operating lines in the first or second quarter. The operating line balance typically peaks in the second or third quarter and normally begins to decline later in the third quarter as collections of accounts receivable increase. Ag Growth has typically fully repaid its operating line balance by early in the fourth quarter.

Working capital requirements in 2012 are expected to be generally consistent with historical patterns, however growth in the Company's storage bin sales and increasing international sales with extended payment terms may result in higher than historical inventory levels and an increase in the number of days accounts receivable remain outstanding. In addition, payment terms related to certain preseason ordering programs have changed compared to prior years which is expected to result in higher levels of accounts receivable in the first two quarters of 2012.

Capital Expenditures

Ag Growth had maintenance capital expenditures of $3.9 million in the year ended December 31, 2011 (2010 - $3.3 million), representing 1.3% of trade sales (2010 - 1.3%). Maintenance capital expenditures in 2011 relate primarily to purchases of manufacturing equipment, trucks, trailers, and forklifts and were funded through cash on hand, cash from operations and bank indebtedness.

Ag Growth defines maintenance capital expenditures as cash outlays required to maintain plant and equipment at current operating capacity and efficiency levels. Non-maintenance capital expenditures encompass other investments, including cash outlays required to increase operating capacity or improve operating efficiency. Ag Growth had non-maintenance capital expenditures in the year ended December 31, 2011 of $5.3 million (2010 - $21.7 million). As expected, non-maintenance capital expenditures in 2011 have decreased significantly from 2010 largely due to the significant investment in 2010 related to the Company's greenfield storage bin facility. Non-maintenance capital expenditures in 2011 were financed through cash on hand, cash from operations and bank indebtedness.

The following capital expenditures were classified as non-maintenance in 2011:

Capital expenditures in 2012 are expected to decrease modestly compared to 2011 and are expected to be financed through a combination of cash on hand, bank indebtedness and term debt.

Cash Balance

The Company's cash balance in 2011 decreased $28 million (2010 - $74 million) as growth in working capital and payments related to acquisitions offset cash generated from operations net of dividend payments and capital expenditures. The decrease was more significant in 2010 due to higher capital expenditures, primarily due to the greenfield bin plant in Alberta, and outlays related to the Company's normal course issuer bid.

CONTRACTUAL OBLIGATIONS (thousands of dollars)

Debentures relate to the aggregate principal amount of debentures issued by the Company in October 2009 (see "Convertible Debentures" below). Long-term debt at December 31, 2011 is comprised of US $25.0 million aggregate principal amount of secured notes issued through a note purchase and private shelf agreement and US $10.5 million non-amortizing term debt, net of deferred financing costs. Capital lease obligations relate to a number of leases for equipment. The operating leases relate primarily to vehicle, equipment, warehousing, and facility leases and were entered into in the normal course of business.

As at March 14, 2012, the Company had outstanding commitments of $1.5 million in relation to capital expenditures for property, plant and equipment.

CAPITAL RESOURCES

Cash

The Company had a cash balance of $6.8 million as at December 31, 2011 (2010 - $35.0 million). The Company's cash balance at December 31, 2010 was higher than is typical because it included a portion of the net proceeds received from an October 2009 debenture offering (see "Convertible Debentures"). The remainder of the debenture proceeds was deployed in fiscal 2011.

Long-term debt

On October 29, 2009, the Company authorized the issue and sale of US $25.0 million aggregate principal amount of secured notes through a note purchase and private shelf agreement. The notes are non-amortizing and bear interest at 6.80% and mature October 29, 2016. The note purchase agreement also provides for a possible future issuance and sale of notes of up to an additional US $75.0 million aggregate principal amount, with maturity dates no longer than ten years from the date of issuance. Under the note purchased agreement, Ag Growth is subject to certain financial covenants, including a maximum leverage ratio and a minimum debt service ratio. The Company is in compliance with all financial covenants.

On October 29, 2009, the Company also entered a credit facility with three Canadian chartered banks that includes CAD $10.0 million and US $2.0 million available for working capital purposes, and provides for non-amortizing long-term debt of up to CAD $38.0 million and US $20.5 million. As at December 31, 2011, US $10.5 million was drawn under this facility (2010 - $nil). The facilities bear interest at rates of prime plus 0.50 % to prime plus 1.50% based on performance calculations and were to mature on October 29, 2012.

Subsequent to December 31, 2011, the Company renewed its credit facility on substantially the same terms with its existing lenders. The renewed credit includes lender approval to expand the facility by an additional $25 million, bears interest at rates of prime plus 0.0% to prime plus 1.0% based on performance calculations and matures on the earlier of March 8, 2016 or three months prior to maturity date of the Debentures, unless refinanced on terms acceptable to the lenders. Ag Growth is subject to certain financial covenants, including a maximum leverage ratio and a minimum debt service ratio, and is in compliance with all financial covenants.

Obligation under capital leases

Upon the acquisition of Franklin the Company assumed a number of capital leases for manufacturing equipment. The leases bear interest at rates averaging 6.5% and mature in 2012. The Company expects to exercise the buyout option upon maturity of the equipment leases.

Convertible Debentures

In October 2009 the Company issued $115 million aggregate principal amount of convertible unsecured subordinated debentures (the "Debentures") at a price of $1,000 per Debenture. The Debentures bear interest at an annual rate of 7.0% payable semi-annually on June 30 and December 31. Each Debenture is convertible into common shares of the Company at the option of the holder at a conversion price of $44.98 per common share. The maturity date of the Debentures is December 31, 2014.

Net proceeds of the offering of approximately $109.9 million were used by Ag Growth for general corporate purposes and to repay existing indebtedness of approximately US $37.6 million and CAD $11.9 million under the Company's credit facility. In 2010, the Company used proceeds from the Debentures to fund the acquisitions of Mepu, Franklin and Tramco (see "Acquisitions in Fiscal 2010") and to finance the expansion of the Company's storage bin product line (see "Capital Expenditures").

The Debentures are not redeemable before December 31, 2012. On and after December 31, 2012 and prior to December 31, 2013, the Debentures may be redeemed, in whole or in part, at the option of the Company at a price equal to their principal amount plus accrued and unpaid interest, provided that the volume weighted average trading price of the common shares during the 20 consecutive trading days ending on the fifth trading day preceding the date on which the notice of redemption is given is not less than 125% of the conversion price. On and after December 31, 2013, the Debentures may be redeemed, in whole or in part, at the option of the Company at a price equal to their principal amount plus accrued and unpaid interest.

On redemption or at maturity, the Company may, at its option, subject to regulatory approval and provided that no event of default has occurred, elect to satisfy its obligation to pay the principal amount of the Debentures, in whole or in part, by issuing and delivering for each $100 due that number of freely tradeable common shares obtained by dividing $100 by 95% of the volume weighted average trading price of the common shares on the Toronto Stock Exchange ("TSX") for the 20 consecutive trading days ending on the fifth trading day preceding the date fixed for redemption or the maturity date, as the case may be. Any accrued and unpaid interest thereon will be paid in cash. The Company may also elect, subject to any required regulatory approval and provided that no event of default has occurred, to satisfy all or part of its obligation to pay interest on the Debentures by delivering sufficient freely tradeable common shares to satisfy its interest obligation.

The Debentures trade on the TSX under the symbol AFN.DB.

COMMON SHARES

The following common shares were issued and outstanding during the periods indicated:

On November 17, 2011, Ag Growth commenced a normal course issuer bid for up to 994,508 common shares, representing 10% of the Company's public float at that time. In the year ended December 31, 2011, no common shares were purchased under the normal course issuer bid.

On December 10, 2009, Ag Growth commenced a normal course issuer bid for up to 1,272,423 common shares, representing 10% of the Company's public float at that time. In the year ended December 31, 2010, the Company purchased 674,600 common shares for $23.4 million under the normal course issuer bid. The normal course issuer bid was terminated on December 9, 2010.

In the year ended December 31, 2011, 2,556 common shares were issued on conversion of $115,000 principal amount of Debentures. Ag Growth has reserved 2,554,136 common shares for issuance upon conversion of the Debentures as at December 31, 2011.

Ag Growth has granted 220,000 share awards under its share award incentive plan. In fiscal 2010 a total of 140,000 share awards vested and the equivalent number of common shares was issued to the participants. In 2011 an additional 40,000 share awards vested however no common shares were issued as the participants were compensated in cash rather than common shares. As at December 31, 2011, a total of 40,000 share awards were outstanding. These vested on January 1, 2012, however no common shares were issued as the participants were compensated in cash rather than common shares.

The administrator of the LTIP has acquired 317,304 common shares to satisfy its obligations with respect to awards under the LTIP for fiscal 2007, 2008, 2009 and 2010. These common shares are held by the administrator until such time as they vest to the LTIP participants. As at December 31, 2011, a total of 182,928 common shares related to the LTIP had vested to the participants.

A total of 23,144 deferred grants of common shares are outstanding under the Company's Director's Deferred Compensation Plan.

Ag Growth's common shares trade on the TSX under the symbol AFN.

DIVIDENDS

In the year ended December 31, 2011, Ag Growth declared dividends to shareholders of $30.1 million (2010 - $26.9 million). Ag Growth increased its monthly dividend rate from $0.17 per common share to $0.20 per common share in November 2010. Ag Growth's policy is to pay monthly dividends. The Company's Board of Directors reviews financial performance and other factors when assessing dividend levels. An adjustment to dividend levels may be made at such time as the Board determines an adjustment to be in the best interest of the Company.

Dividends in a fiscal year are typically funded entirely through cash from operations, although due to seasonality dividends may be funded on a short-term basis by the Company's operating lines. Dividends in year ended December 31, 2011 were funded through cash on hand, cash from operations and bank indebtedness. The Company expects dividends in 2012 will be funded through bank indebtedness and cash from operations.

FUNDS FROM OPERATIONS

Funds from operations, defined under "Non-IFRS Measures" is cash flow from operating activities before the net change in non-cash working capital balances related to operations and stock-based compensation, less maintenance capital expenditures and adjusted for the gain or loss on the sale of property, plant & equipment. The objective of presenting this measure is to provide a measure of free cash flow. The definition excludes changes in working capital as they are necessary to drive organic growth and have historically been financed by the Company's operating facility (See "Capital Resources"). Funds from operations should not be construed as an alternative to cash flows from operating, investing, and financing activities as a measure of the Company's liquidity and cash flows.

Funds from operations can be reconciled to cash provided by operating activities as follows:

(1) See "Non-IFRS Measures".

(2) Fully diluted weighted average, excluding the potential dilution of the Debentures as the calculation includes the interest expense related to the Debentures.

(3) Accelerated vesting and death benefits expense of $2,549 has been excluded from EBITDA in 2010. The non-cash portion of this expense was $1,704.

FINANCIAL INSTRUMENTS

Foreign exchange contracts

Risk from foreign exchange arises as a result of variations in exchange rates between the Canadian and the U.S. dollar. Ag Growth has entered into foreign exchange contracts with three Canadian chartered banks to partially hedge its foreign currency exposure on anticipated U.S. dollar sales transactions and as at December 31, 2011, had outstanding the following foreign exchange contracts:

The fair value of the outstanding forward foreign exchange contracts in place as at December 31, 2011 was a loss of $1.8 million. Consistent with prior periods, the Company has elected to apply hedge accounting for these contracts and the unrealized loss has been recognized in other comprehensive income for the period ended December 31, 2011.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. By their nature, these estimates are subject to a degree of uncertainty and are based on historical experience and trends in the industry. Management reviews these estimates on an ongoing basis. While management has applied judgment based on assumptions believed to be reasonable in the circumstances, actual results can vary from these assumptions. It is possible that materially different results would be reported using different assumptions.

Ag Growth believes the accounting policies that are critical to its business relate to the use of estimates regarding the recoverability of accounts receivable and the valuation of inventory, intangibles, goodwill, convertible debentures and deferred income taxes. Ag Growth's accounting policies are described in the notes to its December 31, 2011 audited financial statements.

Allowance for Doubtful Accounts

Due to the nature of Ag Growth's business and the credit terms it provides to its customers, estimates and judgments are inherent in the on-going assessment of the recoverability of accounts receivable. Ag Growth maintains an allowance for doubtful accounts to reflect expected credit losses. A considerable amount of judgment is required to assess the ultimate realization of accounts receivable and these judgments must be continuously evaluated and updated. Ag Growth is not able to predict changes in the financial conditions of its customers, and the Company's judgment related to the recoverability of accounts receivable may be materially impacted if the financial condition of the Company's customers deteriorates.

Valuation of Inventory

Assessments and judgments are inherent in the determination of the net realizable value of inventories. The cost of inventories may not be fully recoverable if they are slow moving, damaged, obsolete, or if the selling price of the inventory is less than its cost. Ag Growth regularly reviews its inventory quantities and reduces the cost attributed to inventory no longer deemed to be fully recoverable. Judgment related to the determination of net realizable value may be impacted by a number of factors including market conditions.

Goodwill and Intangible Assets

Assessments and judgments are inherent in the determination of the fair value of goodwill and intangible assets. Goodwill and indefinite life intangible assets are recorded at cost and finite life intangibles are recorded at cost less accumulated amortization. Goodwill and intangible assets are tested for impairment at least annually. Assessing goodwill and intangible assets for impairment requires considerable judgment and is based in part on current expectations regarding future performance. Changes in circumstances including market conditions may materially impact the assessment of the fair value of goodwill and intangible assets.

Deferred Income Taxes

Deferred income taxes are calculated based on assumptions related to the future interpretation of tax legislation, future income tax rates, and future operating results, acquisitions and dispositions of assets and liabilities. Ag Growth periodically reviews and adjusts its estimates and assumptions of income tax assets and liabilities as circumstances warrant. A significant change in any of the Company's assumptions could materially affect Ag Growth's estimate of deferred tax assets and liabilities.

Future Benefit of Tax-loss Carryforwards

Ag Growth should only recognize the future benefit of tax-loss carryforwards where it is probable that sufficient future taxable income can be generated in order to fully utilize such losses and deductions. We are required to make significant estimates and assumptions regarding future revenues and profit, and our ability to implement certain tax planning strategies, in order to assess the likelihood of utilizing such losses and deductions. These estimates and assumptions are subject to significant uncertainty and if changed could materially affect our assessment of the ability to fully realize the benefit of the deferred income tax assets. Deferred tax asset balances would be reduced and additional income tax expense recorded in the applicable accounting period in the event that circumstances change and we, based on revised estimates and assumptions, determined that it was no longer probable that those deferred tax assets would be fully realized.

RISKS AND UNCERTAINTIES

The risks and uncertainties described below are not the only risks and uncertainties we face. Additional risks and uncertainties not currently known to us or that we currently consider immaterial also may impair operations. If any of the following risks actually occur, our business, results of operations and financial condition, and the amount of cash available for dividends could be materially adversely affected.

Industry Cyclicality and General Economic Conditions

The performance of the agricultural industry is cyclical. To the extent that the agricultural sector declines or experiences a downturn, this is likely to have a negative impact on the grain handling, storage and conditioning industry, and the business of Ag Growth. Among other things, the agricultural sector has benefited from the expansion of the ethanol industry, and to the extent the ethanol industry declines or experiences a downturn, this is likely to have a negative impact on the grain handling, storage and conditioning industry, and the business of Ag Growth.

Future developments in the domestic and global economies may negatively impact the demand for our products. Management cannot estimate the level of growth or contraction of the economy as a whole or of the economy of any particular region or market that we serve. Adverse changes in our financial condition and results of operations may occur as a result of negative economic conditions, declines in stock markets, contraction of credit availability or other factors affecting economic conditions generally.

Risk of Decreased Crop Yields

Decreased crop yields due to poor weather conditions and other factors are a significant risk affecting Ag Growth. Both reduced crop volumes and the accompanying decline in farm incomes can negatively affect demand for grain handling, storage and conditioning equipment.

Potential Volatility of Production Costs

Various materials and components are purchased in connection with Ag Growth's manufacturing process, some or all of which may be subject to wide price variation. Consistent with past and current practices within the industry, Ag Growth seeks to manage its exposure to material and component price volatility by planning and negotiating significant purchases on an annual basis, and endeavours to pass through to customers, most, if not all, of the price volatility. There can be no assurance that industry dynamics will allow Ag Growth to continue to reduce its exposure to volatility of production costs by pass


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