Annual Report 2006
Ag Growth IPO: May 18, 2004 (Founded 1996)
Batco Manufacturing, Acquired: 1997 (Founded 1992)
Wheatheart Manufacturing, Acquired: 1998 (Founded 1973)
Westfi eld Industries, Acquired: 2000 (Founded 1950)
Edwards Group, Acquired: 2005 (Founded 1991)
Hansen Manufacturing, Acquired: 2006 (Founded 1982)
Ag Growth Income Fund
#3 – 59 Scurfi eld Blvd, Winnipeg, MB R3Y 1V2
Telephone: 204.489.1855 • Fax: 204.488.6929
Investor Relations: Steve Sommerfeld
Telephone: 204.489.1855 • Email: steve@aggrowth.com
Auditors: Ernst & Young LLP (Winnipeg)
Transfer Agent: Computershare Investor Services Inc.
Shares Listed: Toronto Stock Exchange
Stock Symbol: AFN.UN
On behalf of management, our employees, and the Board of Trustees of Ag Growth Income Fund,
we invite existing and prospective investors to review our 2006 annual report. The Fund made a
number of positive strides in 2006, despite challenges that included a strengthening currency, a
pullback in U.S. crop production, adverse weather conditions in many core markets, and internal
succession issues. Our 2006 operating results refl ect the strength of our brands, distribution, and
business plan as we ended the year within reach of the record numbers posted in 2005.
The assessment of our company is often impacted by factors other than our operating results.
Sentiment towards the agriculture sector, which is often under appreciated and misunderstood
by the investment community, can eclipse the impact of our fundamental drivers of grain volume
and trends in storage practices. In 2006, the decision of the Canadian Finance Minister to propose
changes to the future of the income trust market provided another, unanticipated challenge.
Nonetheless, the support of our core unitholder base allowed the Fund to persevere and at the
time of writing our unit price approached new highs.
The Fund punctuated the close of a successful 2006 with a USD $18.5 million debt fi nancing to
purchase the assets of Hansen Manufacturing, based in Sioux Falls, South Dakota. We are excited
about the acquisition and welcome Hansen’s excellent management team and respected Hi Roller
brand name to the Ag Growth family. The acquisition is our fi rst foray into stationary grain handling
equipment, providing an opportunity for the further consolidation of suppliers to larger farms,
commercial grain handling facilities and newly emerging bio-energy facilities. As well as adding an
industry leader to the Ag Growth group of companies, the acquisition provided reassurance that
the Fund can carry out its business plan within the proposed rules restricting the expansion of the
trust sector.
I would like to devote my remaining remarks to share with you our perspective on how the
dramatic changes taking place in the agriculture sector position the Fund for substantial growth in
the years ahead.
The advancement of technology in hybrid and genetically modifi ed seeds, combined with improved
farming techniques, has resulted in a steady increase in the productivity of the North American
farmer. As grain volumes are a key driver for our business, these advancements have provided
a steady, if somewhat subdued growth platform for our company. Ag Growth has capitalized
To Our Unitholders
1
on increasing grain volumes through the development of a broad catalogue of grain handling
equipment and the strength of an industry leading distribution network.
The foundation Ag Growth has developed over the last decade has positioned it well to capitalize
on a fundamental shift in our industry. Due to a number of factors, including increased demand
from heavily populated countries including China and India, the supply demand dynamic for most
grains has experienced pressure not seen since 1972. Stock-to-use ratios are approaching 30
year lows and we are optimistic that an even stronger supply imbalance is currently emerging,
positioning grain prices for a sustained rally.
An increase in food demand positions agriculture for a short-term bull cycle. However, we believe
the development of the corn-based ethanol industry has initiated a longer-term shift in supply
demand fundamentals. Environmental and political concerns, demonstrated by the introduction of
the U.S. Energy Policy Act of 2005, which in essence triples the amount bio-fuel required by 2012,
have created unprecedented demand for alternatives to fossil based fuels.
To meet the requirements of the Act, a dramatic buildup of ethanol capacity is underway. Current
estimates are that the ethanol industry has the potential to absorb 35% of the total U.S. corn
crop in the next couple of years, fundamentally changing the supply available for traditional
food demand.
Planted area: Corn, wheat, and soybeans (USDA)
These developments bode well for Ag Growth for a number of reasons.
First, we are seeing signs of competition for acreage between agriculture
commodities, resulting in a shift towards corn acres. As corn typically
yields over three times the number of bushels per acre as other grains,
this shift adds a very important, new demand factor to the grain handling
industry. The United States Department of Agriculture (USDA) has released
its planting intentions forecast and expects 86 million acres to be seeded
to corn in 2007. This is up from approximately 79 million acres in 2006 and
greatly exceeds the historical average of 75 million acres. The USDA also forecasts that corn may
exceed 90 million acres in the next few years.
Secondly, we expect that a large amount of grain traditionally bound for the export market will
be handled and conditioned at the farm gate. This transition is in the early stages as farmers add
To Our Unitholders
2
Corn: Domestic use and exports (USDA)
storage capacity to accommodate increased volumes. More on-farm storage
means more handling equipment is required. The magnitude of this shift will
make itself apparent as the ethanol industry begins to mature and stabilize. We
are confi dent that the trend is entrenched and will be positive for the increased
use of our equipment. We are actively engaged in improving plant capacity to
accommodate the anticipated increased demand over the next few years.
We also expect that higher grain prices should accelerate worldwide investment in farm infrastructure.
As the world is challenged to produce more grain volume to meet increasing demand, we expect
other countries to attempt to emulate North American grain production and storage practices. North
American farmers are the most effi cient producers in the world. As capital is invested to modernize
overseas farming, we would anticipate an acceleration of the trend towards on-farm storage,
handling and conditioning of grain as these measures increase crop quality and reduce spoilage.
Again, the more volume of harvested crop that is handled on the farm, the more equipment we sell.
There is much debate as to the viability and profi t potential of the huge number of new ethanol
plants that are coming online. I will not venture an opinion. The industry is in such a rapid state of
development that it is diffi cult to foresee the ethanol landscape a few years ahead. However, we
are confi dent that, no matter what the future holds for ethanol producers, there will be a dramatic
increase in demand for the crops that our equipment handles.
I am very proud to be associated with the skilled and professional individuals that have joined our
team as we have grown from a start-up company with $2 million revenue into a market leader with over
$80 million in sales and EBITDA of over $24 million. Our strategic focus on grain handling has been
instrumental to our strong operating results, which have often exceeded the expectations related to
our sector.
We are very optimistic about the outlook for agriculture. We would like to express our most sincere
gratitude to our current unitholders for their support over the last year. We would also like to thank the
members of our Board of Trustees who resigned in 2006 for their important contributions since the IPO
of the Fund. We are committed to continuing to work hard at creating value for our customers and our
unitholders in the years to come.
Rob Stenson
CEO, Ag Growth Income Fund
3
As many of you already know, 2006 was a year of particular challenge for Ag Growth. We were
confronted with fundamental succession issues that made a rising Canadian currency, drought
in areas of the Great Plains, and a quick, dry harvest in western Canada pale in comparison.
The good news is that, to everyone’s credit, we were able to work through it. I would like to
acknowledge the exceptional strength and dedication of our senior management team. They kept
their eyes on the ball and delivered the results.
A capacity improvement project at Westfi eld, our largest Division, is well underway and on
schedule for completion by spring 2007. We were also able to fi nalize the exciting acquisition of
Hansen Manufacturing Corp of Sioux Falls, South Dakota. The acquisition provides immediate
accretion as well as a strategic platform for further growth. By year end, we had also concluded
the Board succession process and subsequently reappointed Rob Stenson as CEO.
We feel we have successfully positioned Ag Growth to capitalize on what we strongly believe to
be opportune times for our company. We are proud to share the following highlights from 2006
and remain very optimistic about the possibilities in 2007.
In 2006, Ag Growth Industries celebrated 10 years of success. Our roots are in Batco Manufacturing, Swift Current, Saskatchewan.
President’s Message
4
$90
$80
$70
$60
$50
$40
$30
$20
$10
$0
Sales and EBITDA
After adjusting for movements
in foreign exchange, and
considering several weather
related factors, we are confi dent
that we were able to sustain our
market share gains from 2005.
Sales 2005
EBITDA
2005
Sales 2006
EBITDA
2006
(F/X adjusted 2005 to 2006)
Geographic Diversifi cation of Sales for 2006
Canada
30%
Great Plains
18%
Midwest
41%
Offshore
3%
Peripheral Regions
8%
No one state or province in North America represents more than 15% of sales. Only six states or provinces represent more than 5% of sales.
5
Capacity Improvement Project – Westfi eld Division
Until recently, Westfi eld’s manufacturing processes were based on long cycle, high volume
production runs. While we achieved low cost producer status, we were beginning to bump up
against capacity constraints. Traditional mass production processes were creating wasted
motion and wasted space. In February 2006 we began introducing lean manufacturing principles
to the shop fl oor. After initial training, our employees quickly embraced the concepts through
a series of power change events. By summer we envisioned an entirely new plant layout
and production fl ow. A total of 22 truckloads of new equipment were ordered for delivery in
December and January. At the time of this writing, we are commissioning the equipment. The
state-of-the-art paintline will provide an entirely new backbone for further process improvements
and effi ciencies. We intend to lever off of our successes at Westfi eld by introducing lean
manufacturing principles to our other manufacturing facilities in the near future.
We are addressing capacity constraints by automating manual processes.
The new paint line is considered leading-edge in the shortline industry.
Lean manufacturing cells will improve effi ciencies and throughput.
Continuous improvement is driven by the empowerment of our workforce.
President’s Message
6
Hansen Manufacturing Corp.
PROFILE
ACQUISITION DETAILS
• Founded in 1982
• Acquired on Dec 31, 2006
• Located in Sioux Falls, South Dakota
• Purchase price of USD $18.5 million
• 50 - 65 full-time, non-union employees
• Debt fi nanced
• 8-acre site, with approximately 62,600 sq. ft. facility
• Strong strategic fi t
• Hi Roller brand is recognized as the market leader
• Immediately accretive
in its space
Hansen Installation: Conveyor and Support Walkway
Hansen Installation: Fill Conveyors and Support Walkways
7
R & D
Ag Growth has always prided itself on its ability to listen to its customers and develop ideas
relevant to the marketplace. However, the challenge at times has been to turn these ideas into
product offerings in a timely manner. Last summer, we established a stand-alone Research
and Development Centre in Saskatoon. The intent was to create an environment free from the
day-to-day distractions of our manufacturing operations. While the Centre is still in its infancy,
the benefi ts are already apparent.
The expansion of Wheatheart’s auger line will enable us to geographically expand our double
branding strategy into the heart of the U.S. Midwest. At Edwards, a line of U.S. style aeration
equipment was developed to offset the risk of regional concentration. While our R&D efforts
to develop this line were not in time to offset harvest conditions in western Canada, we are
confi dent they will provide us with valuable geographic diversifi cation in the long run.
The Wheatheart GH Series galvanized auger was designed to take
advantage of an opening in the U.S. galvanized auger market. It is
tailor-made for the U.S. corn-belt.
The Grain Guard low speed centrifugal fan
line by Edwards is targeting corn growers
throughout the midwest U.S.
8
MANAGEMENT’S DISCUSSION AND ANALYSIS
MARCH 15, 2007
This Management’s Discussion and Analysis should be read in conjunction with the audited
consolidated fi nancial statements and accompanying notes of Ag Growth Income Fund for the
year ended December 31, 2006. Results are reported in Canadian dollars unless otherwise stated
and have been prepared in accordance with Canadian generally accepted accounting principles.
FORWARD-LOOKING STATEMENTS
This Management’s Discussion and Analysis may contain forward-looking statements that refl ect
our expectations regarding the future growth, results of operations, performance, business
prospects, and opportunities of the Fund. Forward-looking statements contain such words as
“anticipate”, “believe”, “continue”, “could”, “expects”, “intend”, “plans” or similar expressions
suggesting future conditions or events. Such forward-looking statements refl ect our current
beliefs and are based on information currently available to us. Forward-looking statements
involve signifi cant 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 national and local business conditions, decreased crop yields, crop conditions, seasonality,
industry cyclicality, volatility of production costs, commodity prices, foreign exchange rates, and
competition. These risks and uncertainties are fully described in our 2006 Annual Report and our
Annual Information Form. Although the forward-looking statements contained in this MD&A are
based on what we believe to be reasonable assumptions, we cannot assure readers that actual
results will be consistent with these forward-looking statements and we undertake no obligation
to update such statements.
OVERVIEW OF THE FUND
Ag Growth Income Fund (the “Fund”) is an unincorporated, open-ended, limited purpose
trust established under the laws of the Province of Ontario by a Declaration of Trust made
as at March 24, 2004. The Fund holds indirectly all of the securities and assets of Ag Growth
Industries Inc. (“Ag Growth”), which conducts business in the grain handling, storage, and
conditioning market.
The previous owners of Ag Growth were issued Class B exchangeable limited partnership
units (“Class B units”) and Class C exchangeable subordinated limited partnership units
(“Class C units”) of AGX Holdings Limited Partnership (“AGHLP”), a wholly owned subsidiary of
the Fund, as partial consideration for the Fund’s acquisition of Ag Growth. The units of the Fund
and the Class B and Class C units of AGHLP participate pro rata in distributions. AGHLP converted
all Class C units to Class B units on a one-for-one basis upon the occurrence of the subordination
end date in 2006. The Class B units are exchangeable for trust units of the Fund at the option of
the holder on a one-for-one basis at any time.
The following table illustrates the exchange of Class C units to Class B units, and exchanges
of Class B units to trust units of the Fund. The total number of units that participate in the
distribution of net earnings has not changed.
9
December 31, 2005
Exchange of Class C units for Class B units
Exchange of Class B units for units of the Fund
9,129,022
0
1,959,893
169,978
1,926,000
(1,959,893)
1,926,000
(1,926,000)
0
Trust Units
Class B Units Class C Units
December 31, 2006 and March 15, 2007
11,088,915
136,085
Special Voting Units (1)
0
136,085
0
0
(1) The Fund has issued a Special Voting Unit for each Class B unit and Class C unit outstanding.
The Special Voting Units are not entitled to any interest or share in the Fund, or in any
distribution from the Fund, but are entitled to vote on matters related to the Fund.
The Fund’s units trade on the Toronto Stock Exchange under the symbol AFN.UN.
OPERATING RESULTS
Sales
Cost of goods sold
Gross margin
Selling, general and administration
Professional fees
Long-term incentive plan
Research and development
Capital taxes
Gain on foreign exchange
Other income
EBITDA *
Amortization
Interest expense
Earnings before provision for income taxes
Provision for income taxes
Net earnings for the year
Net earnings per unit
* See discussion of non-GAAP measures.
2006
2005
$81,525,437
46,207,537
35,317,900
$84,033,945
45,132,586
38,901,359
12,587,274
461,026
854,000
1,160,200
297,189
(3,973,443)
(243,099)
11,143,147
13,235,750
530,532
933,001
622,695
328,716
(1,355,991)
(436,638)
13,858,065
24,174,753
25,043,294
3,834,891
1,017,516
19,322,346
278,505
$19,043,841
4,040,948
1,035,153
19,967,193
315,123
$19,652,070
$1.70
$1.82
Management’s Discussion and Analysis
10
Total assets
Total liabilities
ACQUISITIONS
December 31, 2006
December 31, 2005
$170,232,551
$59,267,926
$144,352,812
$33,574,028
Effective December 31, 2006, the Fund acquired substantially all of the assets of Hansen
Manufacturing Corp. (“Hansen”) a leading manufacturer of enclosed belt conveyors. The
acquisition was effective at the close of business on December 31, 2006, and accordingly the
operating results of Ag Growth for the year then ended do not include the results of Hansen’s
operations. The inclusion of Hansen signifi cantly impacts the comparison of assets and liabilities
as at December 31, 2006 and 2005.
Effective April 8, 2005, the Fund acquired substantially all of the assets of The Edwards Group of
Companies. The inclusion of Edwards signifi cantly impacts the comparison of operating results
for the twelve months ended December 31, 2006 to the same period in 2005.
DISTRIBUTIONS AND DISTRIBUTABLE CASH
For the twelve-month period ended December 31, 2006, the Fund generated distributable cash
from operations of $1.96 per unit (2005 – $2.10) and declared cash distributions of $1.68 per
unit (2005 – $1.73). As per the table below, distributable cash available to unitholders for the
twelve-month period ended December 31, 2006 was $1.71 per unit (see “Distributions”).
The following table summarizes the distributions declared for trust units of the Fund and for
Class B units and Class C units of AGHLP. The Fund’s distribution policy is described in the
“Distributions” section of this document. Distributable cash is a non-GAAP measure and is
described and reconciled to cash fl ow from operating activities under the sections “Distributions”
and “Non-GAAP Measures”.
11
Distributions Declared
Trust units of the Fund
Class B units
Class C units
Distributable Cash from Operations
Generated from operations
Distributable Cash Available
Generated from operations
Non-maintenance CAPEX (1)
Costs of acquisition (2)
Available to unitholders
2006
2005
$
Per unit
$
Per unit
$17,257,452
252,348
1,348,200
$18,858,000
$1.68
$1.68
$0.70
$1.68
$15,288,686
294,317
3,334,869
$18,917,872
$1.73
$1.73
$1.73
$1.73
$21,978,594
$1.96
$22,628,723
$2.10
$21,978,594
(1,881,932)
(894,182)
$19,202,480
$1.96
(0.17)
(0.08)
$1.71
$22,628,723
0
0
$22,628,723
$2.10
0.00
0.00
$2.10
(1) Non-maintenance capital expenditures are defi ned as cash outlays related to increasing
operating capacity or improving operating effi ciency. In the fourth quarter of 2006, the Fund
incurred costs of $1.9 million related to a capacity improvement initiative at its Westfi eld
facility. The total cost of the project is expected to be approximately $3.8 million. See
“Capital Expenditures”.
(2) Costs incurred in relation to the acquisition of Hansen were funded from retained cash fl ow.
See “Acquisitions” and “Distributions”.
All Class C units were exchanged for Class B units upon the subordination end date in June 2006.
There were no Class C distributions declared subsequent to their exchange.
OVERALL PERFORMANCE
For the year-ended December 31, 2006, sales and EBITDA were $81.5 million and $24.2 million
respectively, compared to $84.0 million and $25.0 million in 2005. The appreciation of the
Canadian dollar in 2006 signifi cantly impacted the comparability of results between the two
years. After adjusting 2006 results to refl ect the average foreign exchange rates in effect in 2005,
sales and EBITDA in 2006 would have been $85.5 million and $25.5 million respectively.
Sales in the U.S. corn-belt increased signifi cantly in 2006 due primarily to market gains related
to distribution network rationalization, a trend towards more on-farm storage, and per unit price
increases. Sales of the Fund’s bin unload equipment also increased signifi cantly compared to
2005 due to the strength of the North American storage market. Hot and dry weather conditions
in western Canada and certain Plains states led to reduced crop quantity and an exceptionally
early harvest, which reduced demand for both grain handling and aeration equipment. Gross
Management’s Discussion and Analysis
12
margin was negatively impacted by the appreciation of the Canadian dollar as well as lower
sales volume, particularly at Edwards. Operating expenses decreased signifi cantly in 2006, due
primarily to lower general and administrative expenses and a higher gain on foreign exchange
(see “Foreign Exchange”).
SALES
Sales for the year-ended December 31, 2006 were $81.5 million, compared to $84.0 million for the
same period in 2005. The decrease of $2.5 million was largely the result of the following:
• As discussed under “Foreign Exchange”, the appreciation of the Canadian dollar resulted
in a decrease in recorded sales of $4.0 million compared to the twelve-month period ended
December 31, 2005. Excluding the impact of foreign exchange, sales increased $1.5 million
over 2005.
• Sales in the U.S. market, adjusted to refl ect the average foreign exchange rate in effect in
2005, increased $3.3 million over the prior year. The increase was due to robust sales in the
key U.S. corn-belt, the result of market gains related to changes in the Fund’s distribution
network and the continued trend towards more on-farm storage, and per unit price increases.
Sales of bin-unload equipment increased due to the strength of the North American storage
market. Drought conditions in certain Plains states negatively impacted sales of grain
handling and aeration equipment.
• Sales in Canada decreased $1.1 million compared to 2005, primarily due to unusually hot and
dry weather in western Canada that led to an exceptionally early harvest. The adverse weather
conditions resulted in reduced demand for both grain handling and aeration equipment.
International sales decreased $0.7 million compared to 2005, due primarily to severe drought
conditions in Australia.
•
• The Edwards Group, a manufacturer of aeration equipment, was severely impacted by the
poor weather conditions in western Canada and certain Plains states, due both to the nature
of its products and its exposure to these regional markets. Edwards’ North American sales
decreased $0.7 million from the exceptional results recorded in 2005, even though 2006
included twelve months of sales while 2005 included sales only for the period subsequent to
its April 8, 2005 acquisition.
FOREIGN EXCHANGE
Sales and expenses are recorded at a monthly rate of exchange. For the twelve-month period
ended December 31, 2006, Ag Growth generated 67% of its sales in U.S. dollars (2005 – 65%).
Historically, U.S. dollar denominated expenses have equated to approximately 15% to 20% of
sales. As a result of this imbalance, the negative impact on sales from a stronger Canadian dollar
is only partially offset by the benefi t of lower U.S. dollar expenses.
The average rate of exchange for the twelve-month period ended December 31, 2006 was $1.13,
compared to $1.21 in 2005. Had the average exchange rates experienced in 2005 been in effect
in 2006, sales and EBITDA for the twelve month period ended December 31, 2006 would have
increased $4.0 million and $1.3 million respectively.
13
Gains or losses on the Fund’s foreign currency hedging instruments are included in operating
expenses. The impact of foreign currency hedges has been included, along with the gain or
loss on the translation of U.S. dollar working capital, in operating expenses as a gain or loss
on foreign exchange. Ag Growth’s foreign currency hedging instruments impact the sales line
on the income statement only to the extent that the contract premium is amortized to sales.
Amortization to sales for the twelve-month period ended December 31, 2006 was $238,185
(2005 – $220,826).
The Fund’s 2006 foreign exchange hedging instruments were at contract rates similar to those of
2005. As the actual foreign exchange spot rate in 2006 was lower than 2005, the spread between
the contract rate and the actual spot rate was greater, the result of which was a higher gain on
foreign exchange compared to the prior year (see “Expenses”).
EXPENSES
Gross margin as a percentage of sales for the year ended December 31, 2006 was 43.3%,
compared to 46.3% in 2005. The decline in gross margin percentage is largely due to the
strengthening of the Canadian dollar. As discussed under Foreign Exchange, the Fund’s U.S.
dollar sales greatly exceed its U.S. dollar purchases, and accordingly a stronger Canadian dollar
negatively impacts the Fund’s gross margin percentage. Had the exchange rates experienced
in 2005 been in effect in 2006, gross margin for the year ended December 31, 2006 would have
been 44.9%. Lower sales volumes, particularly at Edwards, have also negatively impacted gross
margin compared to 2005.
For the year ended December 31, 2006, total operating expenses were $11.1 million, compared
to $13.9 million in 2005, a decrease of $2.8 million. Excluding Edwards, as its 2005 operating
expenses were included in results only subsequent to its April 8, 2005 acquisition date, total
operating expenses decreased $3.3 million compared to 2005, primarily due to the following:
• Selling, general and administration expenses decreased $1.1 million compared to 2005
due to a $0.4 million decrease in commission expenses, largely the result of changes made
to the Fund’s distribution network, and lower salary expenses of $0.6 million that were
largely the result of lower performance based bonuses. These decreases were partially
offset by consulting fees of $0.2 million related to the capacity improvement initiative at the
Westfi eld facility.
• The Fund’s gain on foreign exchange increased from $1.4 million in 2005 to $4.0 million in
2006, due to an increase in the spread between its foreign exchange contract rates and the
actual foreign exchange spot rate.
• Research and development expenses increased $0.4 million due to costs related to the start
up of the Fund’s new research and development facility and to product line expansions at
Westfi eld and Edwards.
• A number of smaller miscellaneous items accounted for the remaining change.
Management’s Discussion and Analysis
14
EBITDA AND NET EARNINGS (see discussion of non-GAAP measures)
EBITDA for the year-ended December 31, 2006 was $24.2 million, compared to $25.0 million in
2005. The comparison to 2005 was most signifi cantly impacted by the further appreciation of the
Canadian dollar.
Prior to its acquisition of Hansen, the Fund’s credit facility included term debt of $20 million
and an operating facility of $15 million, increasing to $18 million for the period May 31 to
September 30 each year, with interest rates on both facilities based on performance calculations.
For the year-ended December 31, 2006, the Fund’s effective interest rate on its term debt was
5.8% (2005 – 4.8%), and after consideration of the effect of the Fund’s interest rate swap (see
“Financial Instruments”) was 4.7% (2005 – 4.5%). The Hansen acquisition was effective at the
close of business December 31, 2006, and accordingly Ag Growth’s results for the year then
ended do not include interest expense related to the USD $18.5 million term debt.
Amortization for the year-ended December 31, 2006 was $3.8 million compared to $4.0 million in
2005. Amortization for the year-ended December 31, 2006 includes the amortization of intangible
assets of $1.6 million, the amortization of deferred fi nancing costs of $0.1 million, and the
amortization of property, plant and equipment of $2.1 million. Compared to 2005, the decrease in
amortization is largely the result of lower amortization of deferred fi nance costs.
The Fund is a mutual fund trust for income tax purposes at this time, and therefore is not subject
to tax on income distributed to unitholders. The manufacturing business operations of the Fund
are carried out within a limited partnership. Income from the limited partnership is not subject to
tax but fl ows through to the holders of the partnership units, which includes the Fund. The Fund’s
distributions are taxable in the hands of the unitholders. As a result of the Fund’s structure,
tax expense is recorded only for the Fund’s subsidiary corporations. The recorded current tax
expense of $48,705 for the year-ended December 31, 2006 represents primarily tax payable on
the net income and taxable capital primarily allocated to Ag Growth and its subsidiaries through
its ownership in Ag Growth Industries Limited Partnership after deductions for interest expense,
fi nancing fees and capital taxes. On October 31, 2006 the Federal Government announced
proposed changes to the taxation of income trusts that, if enacted, would result in certain of the
Fund’s distributions being subject to tax (see “Risk Factors”).
For the year-ended December 31, 2006, the Fund recorded net earnings of $19.0 million and
earnings per basic and diluted unit of $1.70, compared to net earnings of $19.7 million and
earnings per basic and diluted unit of $1.82 in 2005.
15
QUARTERLY FINANCIAL INFORMATION
2006
Q1
Q2
Q3
Q4
Fiscal 2006
Q1
Q2
Q3
Q4
Fiscal 2005
Q1 (2)
Q2 (3)
Q3
Q4
Fiscal 2004
Sales
$19,705,011
22,571,529
22,049,541
17,199,356
$81,525,437
Sales
$16,013,438
24,363,985
26,755,797
16,900,725
$84,033,945
Sales
N/A
$7,855,520
21,780,593
13,911,771
$43,547,884
Gain (Loss)
on FX (1)
Net
Earnings
Net Earnings
per Unit
$201,001
120,997
1,102,119
2,549,326
$3,973,443
$4,115,585
5,157,065
5,771,138
4,000,053
$19,043,841
$0.37
0.46
0.51
0.36
$1.70
2005
Gain (Loss)
on FX (1)
Net
Earnings
Net Earnings
per Unit
$220,020
115,822
(274,763)
1,294,912
$1,355,991
$3,449,185
6,255,028
6,567,557
3,380,300
$19,652,070
$0.36
0.56
0.59
0.31
$1.82
2004
Gain (Loss)
on FX (1)
Net
Earnings
Net Earnings
per Unit
N/A
$(520,596)
(626,254)
3,552
$(1,143,298)
N/A
$1,441,006
5,483,492
1,798,911
$8,723,409
N/A
$0.15
0.57
0.19
$0.91
(1) Certain comparative fi gures have been reclassifi ed to conform to the current period’s
presentation.
(2) Prior to IPO date of May 18, 2004.
(3) Includes results of operations only for the 44-day period May 18 to June 30, 2004.
Management’s Discussion and Analysis
16
Interim period revenues and earnings historically refl ect some seasonality. The third quarter is
typically the strongest primarily due to high in-season demand at the farm level. Distributable
cash generated per unit will also typically be highest in the third quarter. The following factors
impact comparability between quarters in the previous table:
• Sales, gain (loss) on foreign exchange, net earnings, and net earnings per unit are signifi cantly
impacted by the prevailing rate of exchange between the Canadian and U.S. dollars.
• The third quarter of 2006 was adversely affected by hot and dry weather conditions in western
Canada that negatively impacted sales of grain handling and aeration equipment.
• The fi rst quarter of 2006, compared to the same period in 2005, was signifi cantly impacted by
the April 8, 2005 acquisition of the Edwards Group.
• The fi rst and second quarters of 2005 were exceptionally strong due to demand that resulted
from the record 2004 U.S. harvest.
FOURTH QUARTER
Sales for the three-months ended December 31, 2006 were $17.2 million, compared to
$16.9 million for the same period in 2005. The increase of $0.3 million was largely the result of
the following:
• The appreciation of the Canadian dollar resulted in a decrease in recorded sales of
$0.5 million compared to the three-month period ended December 31, 2005. Excluding the
impact of foreign exchange, sales increased $0.8 million over the same period in 2005 (see
“Foreign Exchange”).
• Sales in the U.S. market, after adjusting for the change in foreign exchange rates (see “Foreign
Exchange”), increased $2.9 million compared to the prior year. The increase resulted from
robust sales in the key U.S. corn-belt, higher sales of bin-unload equipment, and per unit price
increases, partially offset by the impact of drought conditions in certain Plains states.
• Sales in Canada decreased $1.5 million compared to the fourth quarter of 2005 due to
an exceptionally early harvest in western Canada that resulted in lower demand for grain
handling and aeration equipment.
International sales decreased $0.6 million compared to 2005, due primarily to severe drought
conditions in Australia.
•
Gross margin as a percentage of sales for the three-months ended December 31, 2006 was
40.0%, compared to 42.1% in 2005. Gross margin in the fourth quarter is typically lower
than other quarters due primarily to preseason sales initiatives. The decline in gross margin
percentage from the fourth quarter of 2005 is largely due to the strengthening of the Canadian
dollar. As discussed under Foreign Exchange, the Fund’s U.S. dollar sales greatly exceed its U.S.
dollar purchases, and as a result a stronger Canadian dollar negatively impacts the Fund’s gross
margin percentage. Had the average exchange rate experienced in 2005 been in effect in 2006,
gross margin for the three months ended December 31, 2006 would have been 41.2%. Lower
sales volumes, particularly at Edwards, also negatively impacted gross margin.
17
For the three months ended December 31, 2006, total operating expenses were $1.6 million,
compared to $2.2 million in 2005, a decrease of $0.6 million. The decrease is primarily due to
the following:
• For the three months ended December 31, 2006, the Fund recorded a gain on foreign exchange
of $2.5 million, compared to $1.3 million for the same period in 2005. The Fund’s gain on its
foreign exchange contracts was higher than the previous year due to the further strengthening
of the Canadian dollar.
• Research and development expenses increased $0.3 million, largely due to costs incurred
at the Fund’s new research and development facility and to product line expansions at the
Westfi eld and Edwards divisions.
• A number of smaller miscellaneous items accounted for the remaining change.
EBITDA for the three-month period ended December 31, 2006 was $5.3 million, compared to
$4.9 million in 2005. The comparison to 2005 was most signifi cantly impacted by fourth quarter
demand in the U.S. corn-belt and increased sales of bin-unload equipment, an increase in the
gain on the Fund’s foreign exchange contracts, offset by the negative impact on sales and gross
margin of the further appreciation of the Canadian dollar.
For the three months ended December 31, 2006, the Fund recorded net earnings of $4.0 million
and earnings per basic and diluted unit of $0.36, compared to net earnings of $3.4 million and
earnings per basic and diluted unit of $0.31 in 2005.
NON-GAAP MEASURES
References to “EBITDA” are to earnings before interest, income taxes, depreciation, and
amortization. Management believes that, in addition to net income or loss, EBITDA is a useful
supplemental measure in evaluating its performance. EBITDA is not a fi nancial measure
recognized by Canadian generally accepted accounting principles (“GAAP”) and does not have a
standardized meaning prescribed by GAAP. Management cautions investors that EBITDA should
not replace net income or loss as an indicator of performance, or cash fl ows from operating,
investing, and fi nancing activities as a measure of the Fund’s liquidity and cash fl ows. The Fund’s
method of calculating EBITDA may differ from the methods used by other issuers.
Distributable cash is a non-GAAP measure generally used by Canadian income funds as an
indicator of fi nancial performance. The Fund defi nes distributable cash from operations as
EBITDA less interest expense, maintenance capital expenditures (see “Capital Expenditures”),
and current taxes. The Fund defi nes distributable cash available to unitholders as distributable
cash from operations, adjusted for non-operational expenditures. Distributable cash is not a
fi nancial measure recognized by Canadian generally accepted accounting principles (“GAAP”) and
does not have a standardized meaning prescribed by GAAP. The method of calculating the Fund’s
distributable cash may differ from similar computations as reported by similar entities and,
accordingly, may not be comparable to distributable cash as reported by such entities.
Management’s Discussion and Analysis
18
Payout ratio is a non-GAAP measure used by Canadian income funds as an indicator of the
amount of generated distributable cash that is distributed to the unitholders. The Fund defi nes
payout ratio as total distributions expressed as a percentage of distributable cash generated
from operations. Payout ratio is not a fi nancial measure recognized by Canadian generally
accepted accounting principles (“GAAP”) and does not have a standardized meaning prescribed
by GAAP. The method of calculating the Fund’s payout ratio may differ from similar computations
as reported by similar entities and, accordingly, may not be comparable to payout ratio as
reported by such entities.
CASH FLOW AND LIQUIDITY
The table below reconciles net earnings to cash provided by operations for the years ended
December 31, 2006 and 2005.
Net earnings
Add charges (deduct credits) to operations not requiring a
current cash payment:
Amortization
Future income taxes
Deferred foreign exchange gain
Loss (gain) on sale of property, plant & equipment
Net change in non-cash working capital related to operations:
Accounts receivable
Inventory
Prepaid expenses and other assets
Accounts payable and accrued liabilities
Long-term incentive plan
Customer deposits
Income taxes payable
Twelve Months Ended
December 31
2006
2005
$19,043,841
$19,652,070
3,834,891
229,800
33,476
(37,546)
4,040,948
236,000
34,540
12,120
23,104,462
23,975,678
(408,816)
(505,850)
329,687
267,421
(79,001)
2,558,018
(29,219)
(1,441,926)
(967,153)
(270,328)
(442,001)
667,213
(721,769)
477,481
Cash provided by operations
$25,236,702
$21,277,195
Cash provided by operations for the year-ended December 31, 2006 was $25.2 million, an
increase of $4.0 million over 2005. An increase in customer deposits that resulted from the timing
of certain pre-season sales initiatives increased cash provided by operations by $3.3 million
compared to 2005. A number of smaller changes account for the remaining variance.
19
WORKING CAPITAL
Interim period working capital requirements typically refl ect some seasonality. The Fund’s
collections of accounts receivable are weighted towards the third and fourth quarters. This
collection pattern, combined with seasonally high sales in the third quarter, result in accounts
receivable levels increasing throughout the year and peaking in the third quarter. In order to
ensure the Fund has adequate supply throughout its distribution network in advance of in-season
demand, inventory levels must be gradually increased throughout the year. Accordingly, inventory
levels typically increase in the fi rst 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 bank revolver in the fi rst or second quarter. The
revolver 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 revolver balance by early in the fourth quarter. Results in 2006 have generally
refl ected these expectations. The inclusion of Hansen in 2007 is not expected to signifi cantly
impact the seasonality of working capital requirements.
CAPITAL EXPENDITURES
The Fund had maintenance capital expenditures of $1.1 million for the year-ended
December 31, 2006 (2005 – $1.3 million). Maintenance capital expenditures in 2006 relate
primarily to purchases of a semi tractor unit and trailer, a building addition, and manufacturing
equipment. The Fund anticipates total maintenance capital expenditures in 2007 will approximate
the amounts expended in 2006, plus approximately $0.3 million related to the newly acquired
Hansen division. All 2007 capital expenditures are expected to be funded through operations.
The Fund defi nes maintenance capital expenditures as cash outlays required to maintain plant
and equipment at current operating capacity and effi ciency levels. Non-maintenance capital
expenditures are defi ned as cash outlays required to increase operating capacity or improve
operating effi ciency. The Fund has commenced a capacity improvement initiative at its Westfi eld
facility that has been categorized as a non-maintenance capital expenditure. In addition to
anticipated capacity enhancements, the initiative is expected to improve the quality and fi nish
of the Westfi eld product through the implementation of a new paint system. The total cost of the
project is expected to be approximately $3.8 million and will be fi nanced through working capital.
For the year-ended December 31, 2006, non-maintenance capital expenditures related to the
capacity enhancement project totaled $1.9 million.
The Fund’s credit facility allows for the elimination of capital expenditures from its fi nancial
covenant calculations provided that the Fund has suffi cient availability in its revolver facility.
As at December 31, 2006, the non-maintenance capital expenditures did not impact the Fund’s
fi nancial covenants.
Management’s Discussion and Analysis
20
CASH BALANCE
For the year ended December 31, 2006, the Fund’s cash balance, including cash held in trust,
increased $1.1 million, which was in line with management expectations for the reasons
discussed previously.
CONTRACTUAL OBLIGATIONS
TOTAL
2007
2008
2009
2010
2011
Long-term debt
Operating leases
CAPEX (1)
Total obligations
$41,575,645
2,153,552
385,200
$44,114,397
$10,391,773 $31,168,538
$15,334
527,448
803,616
385,200
0
$1,204,150 $11,048,143 $31,695,986
656,370
0
$0
145,424
0
$145,424
$0
20,694
0
$20,694
(1) As at December 31, 2006, the Fund had issued purchase orders totaling $385,200 with
respect to the capacity improvement project at Westfi eld. A deposit of $346,680 related to
this equipment was paid in 2006.
The non-amortizing term loans of $41.6 million mature August 31, 2007 and includes loans of
CAD $20.0 million and USD $18.5 million. The loans are extendible annually for an additional
one-year term at the lender’s option. Under the terms of the credit facility agreement, if the bank
elects to not extend the operating and term loan facilities beyond the current August 31, 2007
maturity date, all amounts outstanding under the facilities become repayable in four equal
quarterly instalments of principal, commencing November 30, 2008. The remaining long-term
debt relates to GMAC fi nanced vehicle loans that will be fully repaid in 2008. The operating leases
relate to vehicle, equipment, and warehouse facility leases entered into in the normal course
of business.
The Fund has issued purchase orders of $0.4 million for equipment related to the Westfi eld
capacity initiative (see “Capital Expenditures”) and expects non-maintenance capital
expenditures related to this project will approximate $1.9 million in 2007. Delivery of the
remaining equipment is expected to occur in the fi rst quarter of 2007.
21
DISTRIBUTIONS
The Fund declared distributions to public unitholders of $4.7 million and $17.3 million for the
three and twelve-month periods ended December 31, 2006 (2005 – $3.9 million and $15.3 million).
Furthermore, consistent with the Fund’s prospectus dated May 5, 2004, the Fund declared
distributions to Ag Growth’s previous owners of $0.1 million and $1.6 million for the three and
twelve-months ended December 31, 2006 (2005 – $1.4 million and $3.6 million). The amounts
declared to Ag Growth’s previous owners have decreased as a number of exchangeable units
were exchanged for publicly traded units of the Fund (see “Overview of the Fund”).
The Fund’s policy is to make monthly distributions to holders of both trust units of the Fund and
Class B units of AGHLP. Furthermore, in accordance with the terms of the Fund’s prospectus,
holders of Class C Subordinated Exchangeable limited partnership units received distributions
quarterly. The Fund’s Declaration of Trust requires that it distribute all taxable income earned in
its fi scal period ending December 31. It may be necessary for the Fund to estimate one or more
special distributions to achieve this requirement.
The Fund’s Board of Trustees reviews fi nancial performance and other factors when assessing the
Fund’s distribution levels. An adjustment to distribution levels will be made at such time as the
Board determines the adjustment is sustainable and in the long-term best interest of the Fund
and its unitholders.
Distributable cash from operations is defi ned as EBITDA, less maintenance capital expenditures,
interest, and cash income tax expense. The objective of presenting these measures is to calculate
the amount that is available for distribution to unitholders and exchangeable unitholders. The
distributable cash defi nition excludes changes in working capital as they are necessary to drive
organic growth and are expected to be fi nanced by the Fund’s operating facility (see “Capital
Resources”). Distributable cash should not be construed as an alternative to cash fl ows from
operating, investing, and fi nancing activities as a measure of the Fund’s liquidity and cash fl ows.
Management’s Discussion and Analysis
22
Distributable cash can be reconciled to cash provided by operating activities as noted in the
following chart.
Cash provided by operating activities
Change in non-cash working capital
Deferred foreign exchange gain
Gain (loss) on sale of property, plant and equipment
Net maintenance capital expenditures
Distributable cash from operations *
Non-maintenance capital expenditures
Acquisition costs
Distributable cash available to unitholders *
Twelve Months ended
December 31
2006
2005
$25,236,702
(2,132,240)
(33,476)
37,546
(1,129,938)
21,978,594
(1,881,932)
(894,182)
$19,202,480
$21,277,195
2,698,483
(34,540)
(12,120)
(1,300,295)
22,628,723
0
0
$22,628,723
Weighted average units outstanding
Distributions declared per weighted average unit
11,225,000
$1.6800
10,801,123
$1.7515
Distributable cash from operations
Distributable cash generated per unit *
Distribution percentage
Distributable cash available to unitholders
Distributable cash generated per unit *
Distribution percentage
* See discussion of non-GAAP measures below.
$1.96
85.8%
$1.71
98.2%
$2.10
83.6%
$2.10
83.6%
Distributions declared for the year ended December 31, 2006 of $1.68 per unit represent a 2.9%
decrease from distributions of $1.73 in 2005. Distributions in 2006 represent a 29.2% increase
over the per unit distribution disclosed in the Fund’s 2004 prospectus. Distributions for the years
ended December 31, 2006 and 2005 were funded entirely through operations.
23
Historical distributable cash generated from operations per unit and distributions declared as a
percentage of distributable cash generated is as follows:
2006 (1)
Specials (2)
Q4
Q3
Q2
Q1
Distributable cash generated
Distributions declared
Distribution percentage
YTD distribution percentage
N/A
N/A
N/A
N/A
$0.4270
$0.4200
98.4%
85.8%
$0.5763
$0.4200
72.9%
82.3%
$0.5214
$0.4200
80.6%
88.0%
$0.4335
$0.4200
96.9%
96.9%
2005
Specials (2)
Q4
Q3
Q2
Q1
Distributable cash generated
Distributions declared
Distribution percentage
YTD distribution percentage
N/A
$0.3000
N/A
83.6%
$0.3722
$0.3900
104.8%
68.7%
$0.6859
$0.3800
55.4%
60.6%
$0.6271
$0.3403
54.3%
64.2%
$0.3936
$0.3249
82.6%
82.6%
(1) Distributable cash from operations. In 2006 certain adjustments were made to calculate
distributable cash available to unitholders (see “Distributions”).
(2) Special distributions declared in excess of the regular monthly distributions.
Distributable Cash From Operations
Distributable
Cash Generated
Distributions
Declared (1)
Payout Ratio
Period Ended December 31, 2004
Year Ended December 31, 2005
Year Ended December 31, 2006
Cumulative since inception
$ 9,686,147
22,628,723
21,978,594
$ 54,293,464
$ 9,109,017
18,917,872
18,858,000
$ 46,884,889
94.0%
83.6%
85.8%
86.4%
(1) Distributions declared include special distributions of $1,328,940 in 2004 and $3,367,500
in 2005.
The Fund’s Declaration of Trust requires that it distribute all taxable income earned in its fi scal
periods ending December 31. Due to a number of tax deductions available to the Fund and its
subsidiary entities, since inception the Fund has retained $7.4 million for internal purposes.
In the fourth quarter of 2006 the Fund invested $1.9 million of its retained cash in a strategic
capital expenditure at its Westfi eld facility. The total cost of the Westfi eld capacity improvement
initiative is expected to be $3.8 million, and the remaining $1.9 million will also be funded from
retained cash. In the fourth quarter of 2006, the Fund acquired Hansen Manufacturing and
Management’s Discussion and Analysis
24
funded approximately $0.9 million of the related acquisition costs from its retained cash. The
remaining amounts retained have been used primarily to further strengthen the Fund’s fi nancial
position and to allow for future strategic or expansionary capital expenditures.
CAPITAL RESOURCES
The Fund’s credit facility includes term debt of CAD $20.0 million and USD $18.5 million, and
operating facilities of CAD $15.0 million (increasing to CAD $18.0 million for the period May 31
to September 30 each year) and USD $1.0 million. Both the term and operating facilities bear
interest at rates based on performance calculations. For the year ended December 31, 2006, the
Fund’s effective interest rate on its term debt was 5.8% (2005 – 4.8%), and after consideration of
the effect of the Fund’s interest rate swap (see “Financial Instruments”) was 4.7% (2005 – 4.5%).
The term loans mature August 31, 2007 and are extendible annually at the lender’s option. At
December 31, 2006 and 2005 the Fund had not drawn on its operating facilities. Under the terms
of the credit facility agreement, if the bank elects to not extend the operating loan and term
loan facilities beyond the current August 31, 2007 maturity date, all amounts outstanding under
the facilities become repayable in four equal quarterly instalments of principal, commencing
November 30, 2008. In addition, under the terms of the credit agreement, the operating and
term loan facilities will bear interest at prime plus 0.0%, 0.50%, or 1.00% per annum based on
performance calculations. The Fund is party to an interest rate swap agreement to mitigate the
impact of fl uctuating interest rates on its term loan.
OFF-BALANCE SHEET ARRANGEMENTS
The Fund has no off-balance sheet arrangements with the exception of the foreign currency
contracts and the interest rate swaps (see “Financial Instruments”).
CRITICAL ACCOUNTING ESTIMATES
The preparation of fi nancial statements in conformity with Canadian generally accepted
accounting principles 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 fi nancial statements and the reported amount of revenues and expenses during the
period. The Fund 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, and goodwill. 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. In addition, assessments and judgments are inherent
in the determination of the net realizable value of inventories and the fair value of goodwill and
intangible assets. Goodwill and indefi nite life intangible assets are tested for impairment at least
annually. In the normal course of its operations, the Fund may become involved in various legal
actions. The Fund maintains, and regularly updates on a case-by-case basis, provisions when the
expected loss is both likely and can be reasonably estimated. While management has applied
25
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.
FINANCIAL INSTRUMENTS
Risk from foreign exchange arises as a result of variations in exchange rates between the
Canadian and the U.S. Dollar. The Fund has entered into foreign exchange contracts with a
Canadian chartered bank to hedge its foreign currency exposure on anticipated U.S. dollar sales
transactions and the collection of the related accounts receivable. At December 31, 2006, the
Fund had outstanding the following foreign exchange and option contracts:
Forward Foreign Exchange Contracts
Settlement Dates
March – December 2007
Face Amount
USD
$8,625,000
Average Rate
CDN
Unrealized Gain
(Loss) CDN
$ 1.1943
$308,917
Settlement Dates
March – December 2007
March – December 2007
March – December 2007
January – December 2008
Total
Currency Options
Face Amount
USD
$4,625,000
4,625,000
9,250,000
7,800,000
$26,300,000
Call Rate
CND
$1.1363
$1.1300
$1.1363
$1.0700
Put Rate
CDN
$1.2985
$1.1975
$1.2410
$1.2115
Unrealized Gain
(Loss) CDN
$44,449
(102,992)
(48,385)
(478,667)
$(585,595)
As at December 31, 2006, the Fund has recorded a deferred foreign exchange gain of $20,116 with
respect to its hedged accounts receivable.
The Fund is subject to risks associated with fl uctuating interest rates on its long-term debt. To
manage this risk, the Fund has entered into a number of interest rate swap transactions with a
Canadian chartered bank:
(i) Notional amount of CAD $20.0 million, expires May 4, 2008, effective interest rate of 3.68%,
resulting in interest charges to the Fund of 3.68% plus a variable rate based on performance
calculations.
(ii) Notional amount of USD $11.0 million, expires August 31, 2007, effective interest rate of
5.43%, resulting in interest charges to the Fund of 5.43% plus a variable rate based on
performance calculations.
(iii) Notional amount of USD $7.5 million, expires August 31, 2007, effective interest rate of
5.43%, resulting in interest charges to the Fund of 5.43% plus a variable rate based on
performance calculations.
Management’s Discussion and Analysis
26
At December 31, 2006, the fair value of the interest rate swap contract (i) was $141,398 and this
amount has been recorded in prepaid expenses and other assets. Interest rate swap transactions
(ii) and (iii) above were entered effective January 24, 2007.
CHANGES IN ACCOUNTING POLICIES
The Canadian Institute of Chartered Accountants has issued three new accounting standards;
Hedges, Financial Instruments—Recognition and Measurement, and Comprehensive Income.
These standards are effective for the Fund beginning in fi scal 2007 and management is currently
assessing the impact these changes will have on its fi nancial statements for the period ending
March 31, 2007. Management does not believe the impact of the changes will be material.
The new standard for Hedges specifi es the criteria under which hedge accounting can be applied
and how hedge accounting can be executed for each of the permitted hedging strategies. For cash
fl ow hedges where the Fund is hedging the variability in cash fl ows related to anticipated sales to
customers in the U.S. and the collection of the related accounts receivable, the effective portion
of the changes in the fair values of the derivative instruments will be recorded through other
comprehensive income until the hedged items are recognized in the Consolidated Statement of
Operations.
The Financial Instruments—Recognition and Measurement standard will require fi nancial assets to
be classifi ed as available for sale, held to maturity, trading or loans and receivables.
The Comprehensive Income standard will require a new component of unitholders’ equity on the
Consolidated Balance Sheet. The major component will be the changes in the fair value of the
effective portion of cash fl ow hedging instruments.
RISKS AND UNCERTAINTIES
The risks and uncertainties described below are not the only risks and uncertainties we face.
We believe that the risks mentioned are the principal risks relating to our operations. The Fund’s
Annual Information Form contains a thorough description of these and other risks that relate to
the structure of the Fund. Additional risks and uncertainties not currently known to us or that we
currently deem immaterial also may impair operations. If any of the following risks actually occur,
our business, results of operations and fi nancial condition, and the amount of cash available for
distribution could suffer.
Industry Cyclicality
The performance of the agricultural industry is cyclical, and to the extent that the agricultural
sector declines or experiences a downturn, this is likely to have a negative impact on the farm
equipment and commercial grain handling industry, and the business of Ag Growth.
27
Seasonality of Business
The seasonality of the demand for Ag Growth’s products results in lower cash fl ow in the fi rst
three quarters of each calendar year and may impact the ability of the Fund to make cash
distributions to Unitholders, or the quantum of such distributions, if any. No assurance can
be given that the Fund’s credit facility will be suffi cient to offset the seasonal variations in Ag
Growth’s cash fl ow.
Risk of Decreased Crop Yields
Decreased crop yields due to poor weather conditions and other factors are a signifi cant risk
affecting Ag Growth. Both reduced crop volumes and the accompanying decline in farm incomes
can negatively affect demand for grain handling 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 manages its exposure to material and component
price volatility by planning and negotiating signifi cant purchases on an annual basis, and
passing through to customers, most, if not all, of the price volatility. There can be no assurance
that industry dynamics will allow Ag Growth to continue to reduce its exposure to volatility of
production costs by passing through price increases to its customers.
Commodity Prices, International Trade and Political Uncertainty
Prices of commodities are infl uenced by a variety of unpredictable factors that are beyond the
control of Ag Growth, including weather, government (Canadian, U.S. and other) farm programs
and policies, and changes in global demand or other economic factors. The world grain market
is subject to numerous risks and uncertainties, including risks and uncertainties related to
international trade and global political conditions.
Competition
Ag Growth experiences competition in the markets in which it operates. Certain of Ag Growth’s
competitors may have greater fi nancial and capital resources than Ag Growth. Ag Growth could
face increased competition from newly formed or emerging entities, as well as from established
entities that choose to focus (or increase their existing focus) on Ag Growth’s primary markets. As
the grain handling equipment sector is fragmented, there is also a risk that a larger, formidable
competitor may be created through a combination of one or more smaller competitors. Ag Growth
may also face potential competition from the emergence of new products or technology.
Management’s Discussion and Analysis
28
Business Interruption
The operation of the manufacturing facilities of Ag Growth are subject to a number of business
interruption risks, including delays in obtaining production materials, plant shutdowns, labour
disruptions and weather conditions/natural disasters. Ag Growth may suffer damages associated
with such events that it cannot insure against or which it may elect not to insure against because
of high premium costs or other reasons. For instance, Ag Growth’s Rosenort facility is located in
an area that was affected by widespread fl oods experienced in Manitoba in 1997, and insurance
coverage for this type of business interruption is limited. Ag Growth is not able to predict the
occurrence of business interruptions.
Litigation
In the ordinary course of its business, Ag Growth may be party to various legal actions, the
outcome of which cannot be predicted with certainty. One category of potential legal actions is
product liability claims. Farming is an inherently dangerous occupation. Grain handling equipment
used on farms may result in product liability claims that require not only proper insuring of risk,
but management of the legal process as well.
Dependence on Key Personnel
Ag Growth’s future business, fi nancial condition, and operating results depend on the continued
contributions of certain of Ag Growth’s executive offi cers and other key management and
personnel, certain of whom would be diffi cult to replace.
Distribution, Sales Representative and Supply Contracts
Ag Growth typically does not enter into written agreements with its dealers, distributors or
suppliers. As a result, such parties may, without notice or penalty, terminate their relationship
with Ag Growth at any time. In addition, even if such parties should decide to continue their
relationship with Ag Growth, there can be no guarantee that the consideration or other terms of
such contracts will continue on the same basis.
Foreign Exchange Risk
Ag Growth generates a majority of its sales in U.S. dollars, but a materially smaller proportion
of its expenses are denominated in U.S. dollars. As a result, a signifi cant strengthening of the
Canadian dollar against the U.S. dollar will negatively impact the return from U.S. dollar sales
revenue. To mitigate the effects of exchange rate fl uctuation, management has implemented
a hedging strategy of purchasing foreign exchange contracts. Ag Growth has entered into a
series of hedging arrangements to mitigate the potential effect of fl uctuating exchange rates
through December 2008. To the extent that Ag Growth does not adequately hedge its foreign
exchange risk, changes in the exchange rate between the Canadian dollar and the U.S. dollar may
have a material adverse effect on Ag Growth’s results of operations, business, prospects and
fi nancial condition.
29
Interest Rates
The Fund’s term and operating credit facilities bear interest at rates that are in part dependant
on performance based fi nancial ratios. The Fund’s cost of borrowing may be impacted to the
extent that the ratio calculation results in an increase in the performance based component of the
interest rate. The Fund is party to a number of interest rate swap arrangements to mitigate the
impact of fl uctuating market interest rates. These swap arrangements mature on August 31, 2007
and May 4, 2008. In the event the Fund enters new interest rate swap arrangements, the rate of
the new contracts will be a function of prevailing market rates.
Uninsured and Underinsured Losses
Ag Growth will use its discretion in determining amounts, coverage limits and deductibility
provisions of insurance, with a view to maintaining appropriate insurance coverage on its
assets and operations at a commercially reasonable cost and on suitable terms. This may result
in insurance coverage that, in the event of a substantial loss, would not be suffi cient to pay
the full current market value or current replacement cost of its assets or cover the cost of a
particular claim.
Taxation of Income Trusts
There can be no assurance that Canadian federal income tax laws or the judicial interpretation
thereof or the administrative and/or assessing practices of the Canada Revenue Agency and/or
the treatment of mutual fund trusts will not be changed in a manner that adversely affects the
holders of Trust Units.
On October 31, 2006, the federal government announced a proposal to disallow as a tax
deduction the distributions made by most income trusts. If the proposal is implemented,
taxable income generated by most income trusts will be subject to tax at a special rate based
on the federal-provincial corporate tax rates. Unitholders will be taxed on such distributions
as if they have received a taxable dividend paid by a taxable Canadian corporation. There will
be a transitional period so that existing income trusts and their investors will not be subject to
the proposed tax until 2011. The proposals also specifi ed that “undue growth” may result in
immediate taxation of income trusts that would otherwise not be subject to taxation until 2011.
The government has stated that the maximum growth permissible is 100% of an entity’s market
capitalization determined as at the close of trading on October 31, 2006, and that the growth limit
will be phased in annually from 2007 – 2010. The proposed legislation is still in draft form and
subject to continuing debate. The implementation of the legislation could have an adverse effect
on the Fund, its ability to pay distributions and the market value of its units.
Management’s Discussion and Analysis
30
OUTLOOK
Demand in the fi rst half of 2007, excluding Edwards, is expected to be strong due to positive
market sentiment in the U.S. corn-belt and an increase in on-farm storage. Management expects
that demand at the Edwards division in the fi rst half of 2007 will continue to be adversely
impacted by the unfavourable weather conditions experienced in 2006. The implementation of the
capacity improvement initiative, scheduled for the fi rst quarter of 2007, will result in a brief plant
slowdown at the Westfi eld division and may result in the deferral of some sales until later in the
year. The order backlog at Hansen is higher than in previous years, in part due to the expansion
of the ethanol industry. As Hansen was acquired effective December 31, 2006, the inclusion
of Hansen’s results will impact the comparability of results to the prior year. Taxable income
generated at Hansen Manufacturing in 2007 is subject to U.S. and state taxes and accordingly will
impact the Fund’s tax provision. Consistent with prior years, demand in 2007, particularly in the
second half, will be infl uenced by crop conditions, crop mix, and storage practices.
The value of the Canadian dollar relative to its U.S. counterpart will continue to impact the
fi nancial results of the Fund. The Fund’s foreign currency hedging instruments in place for fi scal
2007 are at rates less favourable than the 2006 contracts, and as result management does not
expect the gain on its hedging instruments in 2007 will be as large as the gain realized in 2006.
The acquisition of Hansen Manufacturing, based in Sioux Falls, South Dakota, will increase the
Fund’s exposure to foreign exchange.
On October 31, 2006, the federal government announced a proposal to disallow as a tax
deduction the distributions made by most income trusts. If the proposal is implemented, taxable
income generated by most income trusts will be subject to tax at a special rate based on the
federal-provincial corporate tax rates. Unitholders will be taxed on such distributions as if
they have received a taxable dividend paid by a taxable Canadian corporation. There will be a
transitional period so that existing income trusts and their investors will not be subject to the
proposed tax until 2011 (see “Risk Factors”).
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to provide reasonable assurance that all
relevant information is gathered and reported to senior management, including the Fund’s Chief
Executive Offi cer and Chief Financial Offi cer, on a timely basis so that appropriate decisions can
be made regarding public disclosure.
As at the end of the year covered by this MD&A, management of the Fund, with the participation
of the Chief Executive Offi cer and the Chief Financial Offi cer, evaluated the effectiveness of
the Fund’s disclosure controls and procedures as required by Canadian securities laws. Based
on that evaluation, the Chief Executive Offi cer and the Chief Financial Offi cer have concluded
31
that, as of the end of the year covered by this MD&A, the disclosure controls and procedures
were effective to provide reasonable assurance that information required to be disclosed in the
Fund’s annual fi lings and interim fi lings (as such terms are defi ned under Multilateral Instrument
52-109-Certifi cation of Disclosure in Issuers’ Annual and interim Filings) and other reports fi led
or submitted under Canadian securities laws is recorded, processed, summarized and reported
within the time periods specifi ed by those laws and that material information is accumulated and
communicated to management of the Fund, including the Chief Executive Offi cer and the Chief
Financial Offi cer, as appropriate to allow timely decisions regarding required disclosure.
Internal Controls over Financial Reporting
Management of the Fund is responsible for designing internal controls over fi nancial reporting
for the Fund as defi ned under Multilateral Instrument 52-109 issued by the Canadian Securities
Administrators. Management has designed such internal controls over fi nancial reporting, or
caused them to be designed under their supervision, to provide reasonable assurance regarding
the reliability of fi nancial reporting and the preparation of the fi nancial statements for external
purposes in accordance with GAAP.
There have been no changes in the Fund’s internal controls over fi nancial reporting that occurred
during the fourth quarter of 2006, the most recent interim period, that have materially affected,
or are reasonably likely to materially affect, the Fund’s internal controls over fi nancial reporting.
On December 31, 2006, the Fund acquired substantially all of the assets of Hansen Manufacturing
Corp. Due to the short period of time between the acquisition date and the certifi cation date of
March 15, 2007, management was unable to complete its review of internal controls over fi nancial
reporting for the newly acquired division. At year-end, the related disclosure risks were mitigated
as all assets and liabilities acquired were evaluated and recorded in the Fund’s consolidated
fi nancial statements as part of the purchase price allocation. The acquisition was effective at
the close of business on December 31, 2006 and as a result the Fund’s operating results do not
include results of Hansen’s operations.
ADDITIONAL INFORMATION
Additional information relating to the Fund, including all public fi lings, is available on SEDAR
(www.sedar.com).
INVESTOR RELATIONS
Steve Sommerfeld
#3 – 59 Scurfi eld Blvd, Winnipeg, MB R3Y 1V2
Telephone: 204.489.1855
Email: steve@aggrowth.com
Management’s Discussion and Analysis
32
AUDITORS’ REPORT
To the Unitholders of Ag Growth Income Fund
We have audited the consolidated balance sheets of Ag Growth Income Fund as
at December 31, 2006 and 2005 and the consolidated statements of earnings,
unitholders’ equity and cash fl ows for the years ended December 31, 2006 and
2005. These fi nancial statements are the responsibility of the Fund’s management.
Our responsibility is to express an opinion on these fi nancial statements based on
our audits.
We conducted our audits in accordance with Canadian generally accepted
auditing standards. Those standards require that we plan and perform an audit
to obtain reasonable assurance whether the fi nancial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the fi nancial statements. An audit
also includes assessing the accounting principles used and signifi cant estimates
made by management, as well as evaluating the overall fi nancial statement
presentation.
In our opinion, these consolidated fi nancial statements present fairly, in all
material respects, the fi nancial position of the Fund as at December 31, 2006
and 2005 and the results of its operations and its cash fl ows for the years ended
December 31, 2006 and 2005 in accordance with Canadian generally accepted
accounting principles.
Winnipeg, Canada,
March 1, 2007
Chartered Accountants
33
CONSOLIDATED BALANCE SHEETS
As at December 31
ASSETS [notes 8 and 9]
Current
Cash and cash equivalents
Cash held in trust [note 3]
Accounts receivable
Inventory [note 4]
Prepaid expenses and other assets
Future tax assets [note 11]
Total current assets
Property, plant and equipment [note 5]
Goodwill
Intangible assets [note 6]
Deferred fi nancing costs [note 7]
Future tax assets [note 11]
Deferred foreign exchange loss
LIABILITIES AND UNITHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities
Customer deposits
Income taxes payable
Distributions payable
Long-term incentive plan [note 13]
Deferred foreign exchange gain
Acquisition, transaction and fi nancing costs payable
Current portion of long-term debt [note 9]
Total current liabilities
Long-term debt [note 9]
Total liabilities
Commitments [notes 14 and 16]
Unitholders’ equity
See accompanying notes
On behalf of the Board of Trustees:
2006
$
2005
$
8,706,130
582,638
10,882,840
22,641,383
1,185,200
182,200
44,180,391
14,226,481
42,262,026
69,245,641
318,012
—
—
170,232,551
7,236,269
5,661,420
523,855
1,571,500
854,000
20,116
1,825,121
15,334
17,707,615
41,560,311
59,267,926
8,148,634
—
7,437,285
20,113,333
1,271,523
221,000
37,191,775
11,913,442
35,970,059
58,923,988
149,188
191,000
13,360
144,352,812
4,962,948
3,103,402
553,074
3,980,510
933,001
—
—
23,502
13,556,437
20,017,591
33,574,028
110,964,625
170,232,551
110,778,784
144,352,812
Consolidated Financial Statements
Bill Lambert
Trustee
John R. Brodie, FCA
Trustee
34
CONSOLIDATED STATEMENTS OF EARNINGS
Year ended December 31
Sales
Cost of goods sold
Gross margin
Expenses
Selling, general and administration
Professional fees
Long-term incentive plan
Research and development
Capital taxes
Gain on foreign exchange
Other income
Earnings before the following
Interest expense
Short-term debt
Long-term debt
Earnings before amortization and income taxes
Amortization of property, plant and equipment
Amortization of deferred fi nancing costs
Amortization of intangible assets
Earnings before provision for income taxes
Provision for income taxes [note 11]
Current
Future
Net earnings for the year
2006
$
81,525,437
46,207,537
35,317,900
12,587,274
461,026
854,000
1,160,200
297,189
(3,973,443)
(243,099)
11,143,147
24,174,753
99,845
917,671
1,017,516
23,157,237
2,109,643
149,188
1,576,060
3,834,891
19,322,346
48,705
229,800
278,505
19,043,841
2005
$
84,033,945
45,132,586
38,901,359
13,235,750
530,532
933,001
622,695
328,716
(1,355,991)
(436,638)
13,858,065
25,043,294
121,364
913,789
1,035,153
24,008,141
1,928,907
439,371
1,672,670
4,040,948
19,967,193
79,123
236,000
315,123
19,652,070
Basic and diluted net earnings per unit
$1.70
$1.82
Basic and diluted weighted average number of units
outstanding [note 10]
See accompanying notes
11,225,000
10,801,123
35
CONSOLIDATED STATEMENT OF UNITHOLDERS’ EQUITY
Year ended December 31, 2006
Accumulated
earnings
$
Accumulated
distributions
$
Total
$
28,375,479
19,043,841
—
47,419,320
(28,026,889)
(18,858,000)
(46,884,889)
110,778,784
— 19,043,841
(18,858,000)
110,964,625
Accumulated
earnings
$
Accumulated
distributions
$
Total
$
8,723,409
—
—
19,652,070
—
28,375,479
(9,109,017)
—
—
—
(18,917,872)
(28,026,889)
89,568,640
21,532,500
(1,056,554)
19,652,070
(18,917,872)
110,778,784
Unitholders’
capital
$
[note 10]
110,430,194
—
—
110,430,194
Unitholders’
capital
$
[note 10]
89,954,248
21,532,500
(1,056,554)
—
—
110,430,194
Balance, beginning of year
Net earnings for the year
Distributions declared [note 12]
Balance, end of year
Year ended December 31, 2005
Balance, beginning of year
Issuance of units [note 3]
Issuance costs [note 3]
Net earnings for the year
Distributions declared [note 12]
Balance, end of year
See accompanying notes
Consolidated Financial Statements
36
CONSOLIDATED STATEMENTS OF CASH FLOWS
Year ended December 31
OPERATING ACTIVITIES
Net earnings for the year
Add charges (deduct credits) to operations
not requiring a current cash payment
Amortization
Future income taxes
Deferred foreign exchange gain
Loss (gain) on sale of property, plant and equipment
Net change in non-cash working capital
balances related to operations [note 17]
Cash provided by operating activities
INVESTING ACTIVITIES
Acquisition of property, plant and equipment
Acquisition of assets of Hansen Manufacturing Corp. [note 3]
Acquisition of assets of the Edwards Group of Companies [note 3]
Proceeds from sale of property, plant and equipment
Pre-existing Fund structure tax credits received
Cash used in investing activities
FINANCING ACTIVITIES
Repayment of long-term debt
Distributions paid
Issuance of units, net of expenses
Issuance of long-term debt
Increase in deferred fi nancing costs on long-term debt
Transfer to cash held in trust
Cash provided by (used in) fi nancing activities
Net increase in cash and cash equivalents during the year
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental cash fl ow information
Interest paid
Income taxes paid (recovered)
See accompanying notes
2006
$
2005
$
19,043,841
19,652,070
3,834,891
229,800
33,476
(37,546)
23,104,462
4,040,948
236,000
34,540
12,120
23,975,678
2,132,240
25,236,702
(2,698,483)
21,277,195
(2,767,084)
(21,655,971)
58,945
—
(24,364,110)
(1,300,295)
—
— (21,685,743)
61,000
240,000
(22,685,038)
(23,498)
(21,267,010)
—
21,558,050
—
(582,638)
(315,096)
557,496
8,148,634
8,706,130
(60,995)
(17,726,403)
20,475,946
—
(134,000)
—
2,554,548
1,146,705
7,001,929
8,148,634
1,028,367
49,600
1,032,655
(339,970)
37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Year ended December 31, 2006
1. DESCRIPTION OF BUSINESS
Ag Growth Income Fund [the “Fund”] is an unincorporated, open-ended, limited purpose trust
established under the laws of the Province of Ontario by a Declaration of Trust made as at
March 24, 2004. The Fund and its wholly-owned subsidiaries conduct business in the grain
handling, storage, and conditioning market. Each unitholder participates pro rata in distributions
of net earnings and, in the event of termination, participates pro rata in the net assets remaining
after satisfaction of all liabilities. Income tax obligations related to the distribution of net earnings
by the Fund are the obligations of the unitholders.
On October 31, 2006, the Federal Government of Canada announced proposed changes to the
taxation of income trusts and other fl ow through entities. If enacted, the legislation would cause
the Fund to be taxed on certain distributions at a special rate. The Fund is currently evaluating the
impacts of the proposed legislation. If enacted as proposed, certain of the Fund’s distributions
will be subject to tax beginning in 2011.
The anticipated accounting impact of the proposed taxation changes, when substantively
enacted, would be to trigger the recognition of the future income tax assets and liabilities with
a corresponding impact on future tax expense. The amount would be based on temporary
differences expected to reverse after the date that the taxation changes take effect and would be
measured using income tax rates substantively enacted at the balance sheet date.
2. SIGNIFICANT ACCOUNTING POLICIES
The signifi cant accounting policies are summarized below:
Principles of Consolidation
The consolidated fi nancial statements include the accounts of the Fund and its wholly-owned
subsidiaries Ag Growth Operating Trust, AGX Holdings Inc., AGX Holdings Limited Partnership
[“AGHLP”], Ag Growth Industries Limited Partnership, Ag Growth Industries Inc. [“Ag Growth”],
Westfi eld Distributing Ltd., Westfi eld Distributing (North Dakota) Inc. and Hansen Manufacturing
Corp. All material intercompany balances and transactions have been eliminated.
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and highly liquid money market funds with maturities
of less than three months.
Inventory
Inventory is comprised of raw materials and fi nished goods. Raw materials are recorded at the
lower of cost and replacement cost. Finished goods are recorded at the lower of cost, which
includes direct costs and an allocation of direct manufacturing overhead, and net realizable value.
Cost is determined on a fi rst-in, fi rst-out basis.
Notes to Consolidated Financial Statements
38
Property, Plant and Equipment
Property, plant and equipment are recorded at cost, net of amortization. Amortization is provided
over the estimated useful lives of the assets using the following rates and methods:
Buildings
Furniture and fi xtures
Automotive equipment
Computer equipment
Manufacturing equipment
4% – 5%
20%
30%
30%
30%
declining balance
declining balance
declining balance
declining balance
declining balance
Leasehold improvements are amortized over the term of the lease.
Goodwill
Goodwill represents the amounts paid to acquire Ag Growth, the Edwards Group [note 3] and
Hansen [note 3] in excess of the estimated fair value of the net identifi able assets acquired.
Goodwill is not subject to amortization. Goodwill is tested for impairment at least annually by
comparing the estimated fair value of its reporting unit to its carrying value. The carrying value
of goodwill is written down to estimated fair value if the carrying value of the reporting unit’s
goodwill exceeds its estimated fair value.
Intangible Assets
Intangible assets are comprised of brand names, which are considered to have an indefi nite life,
distribution networks, which are being amortized over 10 and 25 years on a straight-line basis,
and patents acquired from Hansen, which will be amortized over their remaining lives. Indefi nite
life intangible assets are tested for impairment at least annually by comparing their estimated fair
values to their carrying values. The carrying value of an indefi nite life intangible asset is written
down to its estimated fair value if its carrying value exceeds its estimated fair value.
Impairment of Property, Plant and Equipment and Finite Life Intangible Assets
Impairment of property, plant and equipment and fi nite life intangible assets is recognized
when an event or change in circumstances causes the asset’s carrying value to exceed the total
undiscounted cash fl ows expected from its use and eventual disposition. The impairment loss is
calculated by deducting the estimated fair value of the asset from its carrying value.
Deferred Financing Costs
Deferred fi nancing costs are amortized on a straight-line basis over thirty-two months.
Income Taxes
The Fund is a mutual fund trust for income tax purposes and therefore is not subject to tax on
income distributed to unitholders. Taxes payable on income of the Fund distributed to unitholders
are the responsibility of individual unitholders.
39
The Fund’s corporate subsidiaries use the liability method of accounting for income taxes. Under
this method, assets or liabilities are recognized for the future income tax consequences of
temporary differences between the carrying amounts of assets and liabilities and their tax bases.
Future income taxes are measured using the substantively enacted tax rates expected to be in
effect in the years in which those temporary differences are expected to reverse. Future income
tax benefi ts are recognized when realization is considered more likely than not to be realized.
On October 31, 2006, the Federal Government of Canada announced proposed changes to the
taxation of income trusts and other fl ow through entities. If enacted, the legislation would cause
the Fund to be taxed on certain distributions at a special rate. The Fund is currently evaluating the
impacts of the proposed legislation. If enacted as proposed, certain of the Fund’s distributions
will be subject to tax beginning in 2011.
Foreign Currency Translation
The Fund follows the temporal method of accounting for the translation of its integrated foreign
subsidiary and foreign currency transactions. Monetary assets and liabilities denominated in
foreign currencies are translated to Canadian dollars at the exchange rates in effect at the balance
sheet dates. Non-monetary assets and liabilities denominated in foreign currencies are translated
to Canadian dollars at their historical exchange rates. Revenue and expenses denominated in
foreign currencies are translated to Canadian dollars at the monthly rate of exchange. Gains and
losses on translation are refl ected in net earnings for the period.
Revenue Recognition
The Fund recognizes revenue at the time product is shipped, free on board shipping point,
and title passes and there is evidence a sales arrangement exists, the sales price is fi xed and
determinable and collectibility is reasonably assured. For products on consignment, revenue is
recognized upon the sale of the product by the consignee. Provision is made at the time revenue
is recognized for estimated product returns and warranties based on historical experience.
Customer deposits are recorded as a current liability when cash is received from the customer
and recognized as revenue at the time product is shipped as noted above.
Research and Development
Research expenses are charged to earnings in the period they are incurred. Development
expenses are charged to earnings unless management believes the costs meet generally accepted
criteria for deferral and amortization.
Leases
Leases are classifi ed as either capital or operating. Leases which transfer substantially all the
benefi ts and risks of ownership of the property to the Fund are accounted for as capital leases.
Capital lease obligations refl ect the present value of future lease payments, discounted at the
appropriate interest rate. All other leases are accounted for as operating leases whereby rental
payments are expensed as incurred.
Notes to Consolidated Financial Statements
40
Net Earnings per Unit
Net earnings per unit is based on the consolidated net earnings for the period divided by the
weighted average number of units outstanding during the period. Diluted earnings per unit is
computed in accordance with the treasury stock method and based on the weighted average
number of units and dilutive unit equivalents.
Long-term Incentive Plan
Under the terms of the long-term incentive plan [“LTIP”], the Fund establishes an amount to
be allocated to eligible participants based on 10% to 20% of cash distributions in excess of an
established threshold. The cost is accrued as an expense in the period when it is determined
an amount payable under the LTIP appears likely. The cash award is paid directly to eligible
participants by the Fund.
Derivative Financial Instruments
Derivative fi nancial instruments are utilized by the Fund to assist in the management of its
foreign currency and interest rate exposures. The Fund’s policy is not to utilize derivative fi nancial
instruments for trading or speculative purposes.
The Fund formally documents all relationships between hedging instruments and hedged
items, as well as its risk management objective and strategy for undertaking various hedge
transactions. This process includes linking foreign exchange contracts to specifi c anticipated
sales transactions. The Fund also formally assesses, both at the hedge’s inception and on an
ongoing basis, whether the derivatives that are used in hedging transactions are highly effective
in offsetting changes in fair values or cash fl ows of hedged items.
The Fund purchases foreign exchange contracts to hedge anticipated sales to customers in the
U.S. and the collection of the related accounts receivable. Foreign exchange translation gains
and losses on foreign currency denominated derivative fi nancial instruments used to hedge
anticipated U.S. dollar denominated sales are recognized in foreign exchange gain/loss when
the sale is recorded. For foreign exchange contracts used to hedge anticipated U.S. dollar
denominated sales and the collection of the related accounts receivable, the portion of the
forward premium or discount on the contract relating to the period prior to consummation of
the sale is also recognized as an adjustment of the revenues when the sale is recorded; and the
portion of the premium or discount that relates to the resulting account receivable is amortized
over the expected period to collection of the accounts receivable.
Realized and unrealized gains or losses associated with derivative instruments, which have
been terminated or cease to be effective prior to maturity, are deferred under other current or
non-current, assets or liabilities on the consolidated balance sheet and recognized in earnings in
the period in which the underlying hedged transaction is recognized. In the event a designated
hedged item is sold, extinguished or matures prior to the termination of the related derivative
instrument, any realized or unrealized gain or loss on such derivative instrument is recognized
in earnings.
41
The Fund uses foreign currency swap agreements to manage its cash positions. The Fund’s
foreign currency swap agreement does not qualify for hedge accounting. The Fund also enters
into interest rate swaps in order to reduce the impact of fl uctuating interest rates on its long-term
debt. These swap agreements require the periodic exchange of payments without the exchange
of the notional principal amount on which the payments are based. During the year ended
December 31, 2005, the terms of the interest rate swap were changed and it no longer qualifi es
for hedge accounting. These swaps are measured at their fair value and included in prepaid
expenses and other assets on the consolidated balance sheet. Changes in the fair value of the
foreign currency swaps and interest rate swaps are recognized in earnings and are included in
loss (gain) on foreign exchange and other income, respectively.
Employee Benefi t Plans
The Fund contributes to a group retirement savings plan subject to maximum limits per employee.
The Fund accounts for such defi ned contributions as an expense in the period in which the
contributions are made. The expense recorded in 2006 was $419,444 [2005 – $346,730].
Use of Estimates
The preparation of fi nancial statements in accordance with Canadian generally accepted
accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingencies at the consolidated
balance sheet date and the reported amounts of revenue and expenses during the reporting
period. Actual results could differ from these estimates.
3. ISSUANCE OF FUND UNITS AND ACQUISITIONS
[a] Acquisition of Hansen Manufacturing Corp.
Effective December 31, 2006, the Fund acquired substantially all of the assets of Hansen
Manufacturing Corp. [“Hansen”], a manufacturer of enclosed belt conveyors, for cash
consideration of $23,163,080. In conjunction with the acquisition, the Fund incurred an additional
term loan of U.S. $18,500,000 and incurred transaction costs of $576,170.
The acquisition has been accounted for by the purchase method with the results of
Hansen’s operations included in the Fund’s earnings from the date of acquisition [the
consolidated statement of earnings does not include results of Hansen’s operations for the
year ended December 31, 2006 as the acquisition was effective at the close of business
on December 31, 2006]. The assets and liabilities of Hansen were initially recorded in the
consolidated fi nancial statements at their estimated fair values, as noted in the following chart.
Notes to Consolidated Financial Statements
42
Net assets acquired
Accounts receivable
Inventory
Prepaid expenses and other assets
Property, plant and equipment
Intangible assets
Brand name
Distribution network
Patent
Goodwill
Accounts payable and accrued liabilities
Consideration
Cash
Acquisition and transaction costs payable
$
3,168,215
2,022,200
111,888
1,497,411
4,071,558
6,786,707
1,039,448
6,291,967
(1,826,314)
23,163,080
21,655,971
1,507,109
23,163,080
As at December 31, 2006, the Fund had cash held in trust in the amount of $582,638 relating to
the acquisition of Hansen.
The asset purchase agreement provides for adjustments to the purchase price for working capital
adjustments to be fi nalized between the vendor and the Fund, thus the purchase price allocation
is subject to change.
[b] Acquisition of the Edwards Group of Companies
Effective April 8, 2005, the Fund acquired substantially all of the assets of The Edwards Group
of Companies [“the Edwards Group”], a manufacturer of agricultural aeration equipment, for
cash consideration in the amount of $21,685,743. In conjunction with the acquisition, the Fund
completed a private placement of 1,595,000 Trust Units priced at $13.50 per unit for gross
proceeds of $21,532,500. The Fund has recorded expenses in connection with the offering,
including commissions payable to the underwriters, of $1,056,554.
The acquisition has been accounted for by the purchase method with the results of the Edwards
Group’s operations included in the Fund’s earnings from the date of acquisition [the consolidated
statement of earnings includes the results of the Edward Group’s operations for the 268-day
period from April 8, 2005 to December 31, 2005]. The assets and liabilities of the Edwards Group
were initially recorded in the consolidated fi nancial statements at their estimated fair values, as
noted in the following chart.
43
Net assets acquired
Accounts receivable
Inventory
Prepaid expenses and other assets
Property, plant and equipment
Intangible assets
Brand name
Distribution network
Patent
Goodwill
Accounts payable and accrued liabilities
4. INVENTORY
Raw materials
Finished goods
$
1,348,830
3,672,603
174,246
6,992,000
4,363,000
2,839,000
250,000
3,406,168
(1,360,104)
21,685,743
2005
$
6,019,628
14,093,705
20,113,333
2006
$
7,823,469
14,817,914
22,641,383
Notes to Consolidated Financial Statements
44
5. PROPERTY, PLANT AND EQUIPMENT
2006
2005
Accumulated Net book
amortization
$
value
$
Cost
$
Cost
$
Accumulated Net book
amortization
$
value
$
861,315
5,408,773
—
521,148
861,315
4,887,625
861,315
5,177,931
—
287,744
861,315
4,890,187
Land
Buildings
Leasehold
improvements
16,167
1,855
14,312
7,000
7,000
—
Furniture and
fi xtures
Automotive
equipment
Computer
equipment
Manufacturing
equipment
187,575
49,231
138,344
121,047
26,282
94,765
1,921,817
807,165
1,114,652
1,438,283
480,185
958,098
793,973
300,909
493,064
565,714
159,442
406,272
9,512,456
18,702,076
2,795,287
4,475,595
6,717,169
14,226,481
6,127,774
14,299,064
1,424,969
4,702,805
2,385,622 11,913,442
Included in the cost above is approximately $1,882,000 [2005 – $Nil] of manufacturing equipment
which has not been amortized as this asset was not placed in use as of year end.
6. INTANGIBLE ASSETS
2006
2005
Accumulated Net book
amortization
$
value
$
Cost
$
Cost
$
Accumulated Net book
amortization
$
value
$
Distribution
network
Brand name
Patent
44,625,707
27,434,558
1,289,448
73,349,713
3,854,072
40,771,635
— 27,434,558
1,039,448
69,245,641
250,000
4,104,072
37,839,000
23,363,000
250,000
61,452,000
2,340,512 35,498,488
— 23,363,000
62,500
2,528,012 58,923,988
187,500
45
7. DEFERRED FINANCING COSTS
2006
2005
Accumulated Net book
amortization
$
value
$
Cost
$
Cost
$
Accumulated Net book
amortization
$
value
$
1,113,023
795,011
318,012
795,011
645,823
149,188
During the year, the Fund incurred $318,012 of deferred fi nancing costs relating to the acquisition
of Hansen.
8. BANK INDEBTEDNESS
The Fund has an operating facility of $15 million, increasing to $18 million for the period
May 31 to September 30. The facility bears interest at a rate of prime to prime plus 1.0% per
annum based on performance calculations. The effective interest rate during the year was 5.76%
[2005 – 4.81%]. At December 31, 2006 and 2005, there was no amount outstanding under this
facility. Collateral for the operating facility includes a general security agreement over all assets,
fi rst position collateral mortgages on land and buildings, and assignments of rents and leases
and security agreements for patents and trademarks.
In conjunction with the acquisition of Hansen, the Fund added an operating facility of
U.S. $1.0 million. The facility bears interest at a rate of prime to prime plus 1% per annum based
on performance calculations. The Hansen acquisition was effective at the close of business on
December 31, 2006 and accordingly this facility was not utilized in 2006.
Notes to Consolidated Financial Statements
46
9. LONG-TERM DEBT
Term loan, interest payable monthly at prime to prime plus
1% per annum based on performance calculations. As
described in note 14, the Fund has entered into a swap
contract that effectively fi xes the Fund’s interest rate
at 3.68%, plus 1.0%, 1.5%, or 2.0% per annum based
on performance calculations. The effective interest rate
during the year ended December 31, 2006 would have
been 5.76% [2005 – 4.81%] and after consideration of the
effect of the interest rate swap was 4.68% [2005 – 4.48%]
Term loan of U.S. $18,500,000, interest payable monthly at
prime to prime plus 1% per annum based on performance
calculations. On January 24, 2007 the Fund entered into
an interest rate swap contract that effectively fi xes the
Fund’s interest rate at 5.43%, plus 1.0%, 1.5%, or 2.0%
per annum based on performance calculations. The term
loan was effective at the close of business on December
31, 2006 and as a result no interest expense was incurred
in the year ended December 31, 2006
GMAC loans, 0% maturing in 2007 and 2008, with monthly
payments of $1,958. Vehicles fi nanced are pledged as
collateral
Less current portion
2006
$
2005
$
20,000,000
20,000,000
21,558,050
—
17,595
41,575,645
15,334
41,560,311
41,093
20,041,093
23,502
20,017,591
Under the agreement for the term loans, the Fund is required to maintain certain fi nancial
covenants. As at December 31, 2006 and 2005, the Fund was in compliance with the applicable
fi nancial covenant terms. Collateral for the term loans and operating facility [note 8] includes
a general security agreement over all assets, fi rst position collateral mortgages on land and
buildings, assignments of rents and leases and security agreements for patents and trademarks.
The term loans mature August 31, 2007 and are extendible annually for an additional one-year
term at the lender’s option. Under the terms of the credit facility agreement, if the bank elects
to not extend the operating loan and term loan facilities beyond the current August 31, 2007
maturity date, all amounts outstanding under the facilities become repayable in four equal
quarterly instalments of principal, commencing on November 30, 2008.
47
Principal repayments due within the next three fi scal years, if the term loans are not renewed and
are repayable commencing November 30, 2008, are as follows:
2007
2008
2009
10. UNITHOLDERS’ CAPITAL
Unitholders’ capital is comprised of the following:
Fund
Trust
units
$
68,883,378
20,475,946
111,090
89,470,414
19,598,930
109,069,344
Balance, December 31, 2004
Issuance of units, net of costs
Exchange of units
Balance, December 31, 2005
Exchange of units
Balance, December 31, 2006
Balance, December 31, 2004
Issuance of units [note 3]
Exchange of units
Balance, December 31, 2005
Exchange of units
Balance, December 31, 2006
$
15,334
10,391,773
31,168,538
41,575,645
Total
Unitholders’
capital
$
Class B
Class C
Exchangeable Exchangeable
units of
AGHLP
$
units of
AGHLP
$
1,810,870
—
(111,090)
1,699,780
(338,930)
1,360,850
Fund
Trust
units
#
7,522,913
1,595,000
11,109
9,129,022
1,959,893
11,088,915
19,260,000
—
—
19,260,000
(19,260,000)
89,954,248
20,475,946
—
110,430,194
—
— 110,430,194
Class B
Class C
Exchangeable Exchangeable
units of
AGHLP
#
181,087
—
(11,109)
169,978
(33,893)
136,085
units of
AGHLP
#
1,926,000
—
—
1,926,000
(1,926,000)
—
The Fund Declaration of Trust provides that an unlimited number of trust units may be issued.
Each trust unit represents an equal undivided benefi cial interest in the Fund and any distributions
from the Fund. Each trust unit is transferable, entitles the holder thereof to participate equally
in distributions of the Fund, is not subject to future calls or assessments, entitles the holder to
rights of redemption and entitles the holder to one vote at all meetings of unitholders.
Notes to Consolidated Financial Statements
48
The Fund Declaration of Trust also provides for the issuance of an unlimited number of Special
Voting Units. The Special Voting Units are only issuable for the purpose of providing voting
rights to the holders of Exchangeable LP Units or Subordinated LP Units. Each unit is entitled
to one vote on matters related to the Fund. The Special Voting Units are not entitled to any
interest or share in the Fund or in any distribution from the Fund. There is no value attached
to these units. At December 31, 2006, there were 136,085 Special Voting Units outstanding
[December 31, 2005 – 2,095,978 units], which were attached to the outstanding Class B
Exchangeable LP Units of AGHLP and the Class C Exchangeable Subordinated LP Units of AGHLP.
AGHLP exchanged all Class C units to Class B units on a one-for-one basis upon the occurrence of
the subordination end date in 2006. The Class B units are exchangeable for Fund Trust units at the
option of the holder on a one-for-one basis at any time.
11. INCOME TAXES
Income tax obligations relating to distributions from the Fund are the obligations of the
unitholders and accordingly, no provision for income taxes on the income of the Fund has been
made. A provision for income taxes is recognized for the corporate subsidiaries of the Fund, which
are subject to tax, including large corporation tax.
The provision for income taxes varies from the amount that would be expected if computed by
applying the Canadian federal and provincial statutory income tax rates to the earnings before
income taxes as shown in the following table:
2006
2005
$
%
$
%
Earnings before income taxes
Temporary differences and non-tax
deductible expenses
Earnings subject to tax in the hands of
unitholders/limited partners
Income of subsidiary companies subject to tax
19,322,346
19,967,193
260,372
(446,488)
(18,858,000)
724,718
(18,917,872)
602,833
Provision for income taxes
Large corporation tax
Income tax provision
278,505
—
278,505
38
—
38
236,000
79,123
315,123
39
13
52
Signifi cant components of the Fund’s future tax assets are shown below:
Future tax assets
Financing costs
Non-capital losses
2006
$
31,200
151,000
182,200
2005
$
116,500
295,500
412,000
49
12. DISTRIBUTIONS TO UNITHOLDERS
For the year ended December 31, 2006, the Fund made distributions of $18,858,000 which
equated to $1.68 weighted average per unit [2005 – $18,917,872 or $1.75 weighted average
per unit].
13. LONG TERM INCENTIVE PLAN
Key senior management of the Fund are eligible to participate in the Fund’s LTIP. The purpose
of the LTIP is to provide eligible participants with compensation opportunities that encourage
ownership of units of the Fund, enhance the Fund’s ability to attract, retain and motivate key
personnel and reward key senior management for signifi cant performance and associated growth
in distributions. Pursuant to the LTIP, the Fund establishes the amount to be allocated to eligible
participants based upon the amount by which the Fund’s distributions exceed cash distribution
thresholds [as defi ned in the LTIP documents]. The LTIP is administered by the Corporate
Governance and Compensation Committee.
The Board of Trustees of the Fund or the Corporate Governance and Compensation Committee has
the power to, among other things, determine those individuals who participate in the LTIP and
determine the level of participation of each participant.
The Fund has a recorded liability with respect to the LTIP at December 31, 2006 of $854,000
[2005 – $933,001].
14. FINANCIAL INSTRUMENTS
The Fund has the following fi nancial instruments: cash and cash equivalents, cash held in trust,
accounts receivable, accounts payable and accrued liabilities, customer deposits, distributions
payable, long-term incentive plan, acquisition, transaction and fi nancing costs payable, long-term
debt, an interest rate swap arrangement, foreign exchange contracts and foreign currency swap
agreements. It is management’s opinion that the Fund is not exposed to signifi cant credit risks
arising from these fi nancial instruments.
Currency Exposures
Risk from foreign exchange arises as a result of variations in exchange rates between the
Canadian and the U.S. dollar. The Fund has entered into foreign exchange contracts to hedge its
foreign currency exposure on anticipated U.S. dollar sales transactions and the collection of the
related accounts receivable.
At December 31, 2006, the Fund had outstanding forward foreign exchange contracts as follows:
Settlement dates
Face value
$U.S.
Average rate
$Cdn
March 2007 to December 2007
8,625,000
1.1943
Notes to Consolidated Financial Statements
50
At December 31, 2006, the Fund had outstanding a series of foreign exchange call and put options
as follows:
Settlement dates
March 2007 to December 2007
March 2007 to December 2007
March 2007 to December 2007
January 2008 to December 2008
Interest Rate Exposures
Face value
$U.S.
4,625,000
4,625,000
9,250,000
7,800,000
Call
$Cdn
1.1363
1.1300
1.1363
1.0700
Put
$Cdn
1.2985
1.1975
1.2410
1.2115
The Fund is subject to risks associated with fl uctuating interest rates on its long-term debt. To
manage this risk, the Fund has entered into an interest rate swap transaction with a Canadian
chartered bank.
The swap transaction expires on May 4, 2008. The swap transaction involves the exchange of the
underlying fl oating interest rate of prime to prime plus 1.00% per annum for an effective fi xed
interest rate of 3.68% plus 1.00% to 2.00% per annum based on performance calculations. The
notional amount of the swap transaction at December 31, 2006 and 2005 was $20,000,000.
Fair Value
At December 31, 2006, the carrying value of the Fund’s fi nancial instruments approximates their
fair value with the exception of derivative fi nancial instruments. The interest rate swap is marked
to market. The unrealized loss on foreign exchange contracts was $276,679 at December 31, 2006
[2005 – unrealized gain of $3,384,312]. Upon maturity of the foreign exchange contracts, any
gain/loss would be recognized in realized foreign exchange gain/loss in the consolidated
statement of earnings.
15. SEGMENTED DISCLOSURE
The Fund operates in one business segment related to the manufacturing and distributing of
portable grain handling and aeration equipment. Geographic information about the Fund’s
revenues is based on the product shipment destination. Assets are based on their physical
location as at the period end:
Canada
United States
International
Revenues
2006
$
24,240,155
54,483,272
2,802,010
81,525,437
2005
$
25,369,699
55,166,890
3,497,356
84,033,945
Property, plant and
equipment, goodwill and
intangible assets as at
2006
$
2005
$
105,819,068
19,915,080
—
125,734,148
106,577,247
230,242
—
106,807,489
51
16. COMMITMENTS
The Fund has entered into various operating leases for offi ce and manufacturing equipment,
warehouse facilities and vehicles. Minimum annual lease payments required in aggregate are as
follows:
2007
2008
2009
2010
2011 and forward
$
803,616
656,370
527,448
145,424
20,694
2,153,552
As at December 31, 2006, the Fund has commitments relating to the purchase of equipment
outstanding in the amount of $385,000.
17. NET CHANGE IN NON-CASH WORKING CAPITAL
BALANCES RELATED TO OPERATIONS
Accounts receivable
Inventory
Prepaid expenses and other assets
Accounts payable and accrued liabilities
Long-term incentive plan
Income taxes payable
Customer deposits
18. COMPARATIVE FIGURES
2006
$
(408,816)
(505,850)
329,687
267,421
(79,001)
(29,219)
2,558,018
2,132,240
2005
$
(1,441,926)
(967,153)
(270,328)
(442,001)
667,213
477,481
(721,769)
(2,698,483)
Certain comparative fi gures have been reclassifi ed to conform to the current year’s presentation.
Notes to Consolidated Financial Statements
52
Offi cers:
Rob Stenson, Chief Executive Offi cer and Trustee
Gary Anderson, President, Chief Operating Offi cer and Trustee
Steve Sommerfeld, Chief Financial Offi cer
Dan Donner, Vice President Sales and Marketing
Paul Franzmann, Vice President Corporate Development
Trustees (left to right):
Gary Anderson
Bill Maslechko
Bill Lambert
David White
Rob Stenson (seated)
John R. Brodie (photo unavailable)
Additional information relating to the Fund, including all public fi lings, is available on SEDAR (www.sedar.com).