Growing Opportunity / 2012 Annual Report
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Abolition of the Canadian Wheat Board monopoly in
western Canada creates opportunity in commercial
and large farm consolidation and infrastructure.
Winnipeg, Canada
Corn production in the USA may exceed 14 billion
bushels in 2013 as US farmers are expected to
seed 97 million acres of corn in 2013.
South America may grow more corn and soybeans than the
United States for the first time in 2013.
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Approximately 24 million hectares of cropland has
been abandoned in Russia since 1991. Once returned
to full production, this cropland has the potential to
generate 42 million tonnes of output.
Chinese born in 2009 will consume 38 times more than
those born in 1960. Indians born in 2009 will consume
13 times more than those born in 1960.
The amount of grain lost in sub-Saharan Africa
each year has the potential to feed over 48
million people.
The global population is expected to grow to 9 billion by 2050.
2012 ANNUAL REPORT iv
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CEO MESSAGE 07
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CEO MESSAGE
Sales Drivers
uSA Corn Production
Compared to Prior year
D
l
E
i
y
n
O
i
t
C
u
D
O
R
P
DuRAtiOn Of HARvESt
40%
30%
20%
10%
0%
-10%
-20%
2010 2011 2012 2013
Forecast
per USDA
On behalf of our Board of Directors and the entire team at AGI we are
pleased to present our 2012 Annual Report. We look back at 2012 as a tale
of two halves. A strong first half based on the optimism of a huge corn crop
in the USA, and a disappointing second half based on the most severe
drought the USA has experienced in nearly 60 years. However, 2012 was
also a year of continuing operational improvement, including considerable
gains on the R&D front and inspiring performance in offshore, new market
development. We will give Mother Nature her due, but we will also
acknowledge the considerable progress being made on other fronts.
Such is the beauty of agriculture. The memories of a
tough year are soon replaced with the optimism of a
better year ahead.
2012 saw record sales in both Canadian and offshore markets. However,
with 60% of our current business driven off USA crop production there
was no escaping the drought. Indeed, over the past few years we have
seen average corn yields in the US drop approximately 25%. Last summer’s
heat wave matured the crop quickly and dried it in the field, and with grain
prices at record highs much of the crop went straight to market without
ever seeing the farm gate. It is hard to think of a less perfect scenario for
our business. Our primary demand drivers are crop production volume and
yield which are impacted by conditions during harvest. Grain prices are
less significant and usually run counter to the volume driver. High grain
prices do however keep farmers’ balance sheets strong and incentivize
them to plant heavily in the following year, using optimal inputs. As we
enter 2013, planting intentions for corn appear to be at record levels.
Based on probabilities, we should have more normal growing and harvest
seasons. With a huge crop, corn prices should fall considerably, resulting
in a return to more typical levels of on-farm storage. Such is the beauty
of agriculture. The memories of a tough year are soon replaced with the
optimism of a better year ahead.
2012 ANNUAL REPORT
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CEO MESSAGE
EBitDA
$60M
$50M
$40M
$30M
$35M
$30M
$25M
$20M
$15M
$10M
$5M
$0
Adjusted EBitDA
Edwards/ Twister
Wheatheart
Batco
Applegate
Westfield
1st Half
2nd Half
2011
2012
Estimated 2012
Drought Effect
Portable Handling
Permanent Handling
Storage & Conditioning
Other
Union Iron
Mepu
Airlanco
Tramco
Hi Roller
2009
2012
Estimated 2012
Drought Effect
EBITDA related to FX
rate higher than par
We estimate that the 2012 USA drought
impacted EBITDA by approximately $10-$12m
this past year and will negatively impact results
in the first half of 2013. As devastating as it was,
the drought was at least moderated by recent
strategic initiatives. The graph above compares
how things would have looked had the drought
hit 3 years earlier. The illustration underscores
the value of the ventures funded by our 2009
convertible debenture. Catalogue expansion and
related new market developments have clearly
made a difference to the size and diversity of our
business. That said, the drought also highlights
our need to further diversify our geography in
order to achieve greater balance.
In early 2012, our Board approved a new
organizational structure that grouped our
10 operating divisions into 3 business lines,
complete with operational Vice Presidents. This
gives us better focus on collective challenges
and opportunities. Paul Franzmann has assumed
the role of Senior Vice President, Operations
blending strategic and operational leadership.
Our remaining core structure was augmented
with the addition of a Vice President, Strategic
Planning & Development and a Vice President,
Marketing. In the past we have had bursts
of rapid M&A activity followed by prolonged
periods of digestion. We now have a team in
place that gives us both the ability to achieve
our short and medium term organic growth
objectives, as well as the capacity to execute
future strategic acquisitions. This structure
also provides the depth needed for internal
succession planning.
Early in the development of our company we
relied heavily on R&D for organic growth.
However, with 9 acquisitions post IPO we have
had considerable focus on integration and
operational improvements, often redirecting
engineering resources to the shop floor. 2012
saw the revitalization of the R&D function,
restoring its market driven focus. We have
a number of product line extension projects
CEO MESSAGE 07
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currently underway, including high capacity
modular dryers at Mepu, 105’ diameter
storage bins at Nobleford and larger/faster
augers at Westfield. We are also entering
new market space with projects such as the
on-farm seed treater in partnership with
Bayer Crop Science.
2012 also marked the retirement of Art
Stenson, founder of our original division, Batco
Manufacturing, and co-founder of AGI.
Art demonstrated a keen talent as an
innovator. His designs allowed us to grow a
start-up company into a market leader in only
a few short years. Art’s fierce ownership of
customer satisfaction expressed the essence
of entrepreneurship. It is a quality that became
firmly embedded into the core of AGI’s culture.
We are very grateful for Art’s many contributions
to the development of our company and wish
him well in his retirement years; he has certainly
earned it.
Batco remains one of our top performing
divisions, with lots of growth potential still
ahead. We are extremely fortunate to have
Doug Weinbender taper his focus from that of an
operational Vice President at AGI, into the leader
of Batco and its future development. In the fall of
2013 we will move production into a much larger
manufacturing facility in Swift Current, gaining
considerable capacity and accommodating
the installation of a new powder coat paint
line. Doug’s leadership will provide us with a
great opportunity to take Batco to a new level in
the marketplace.
2012 ANNUAL REPORT 04
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Active Quotes by
Business line
international Sales
2012 Sales by Geography
Australia / New Zealand 9%
RUK 36%
53%
23%
24%
Latin America 5%
Middle East / Africa 7%
Rest of World 5%
Central & Western
Europe 36%
International
United States
Canada
Storage & Conditioning
Portable Handling
Permanent Handling
Other
$50M
$40M
$30M
$20M
$10M
$0M
2011
2012
Repeat Business
Note: Offshore
sales originating
from Winnipeg
Sales Team
Our ongoing focus and commitment to
developing a global footprint gained momentum
in 2012. In particular the combined region of
Russia, Ukraine and Kazakhstan (RUK) has
demonstrated notable traction. We are most
encouraged by the level of repeat business our
team is achieving abroad. While AGI has many
dedicated teams doing great work on a number
of fronts, the enthusiasm, commitment and
results from the International Team are simply
outstanding. In fact, our progress in RUK is such
that we have already outgrown Mepu’s capacity
for market support. In turn, we will refocus
their efforts on Central and Western European
countries, better related to its small farm
catalogue. Concurrently, we are expanding our
sales and support office in Riga, Latvia for the
larger corporate farm sector. The graph above
demonstrates our progress to date in a very
competitive environment.
In the first full year of operating our new bin
manufacturing plant we have validated our
investment thesis. While the bin business on
its own offers only limited margins, particularly
as a small player, it has indeed acted as a
catalyst for new market development. In
emerging markets, nearly 80% of our bin sales
are bundled with higher margined catalogue
items. Our next challenge will be to level load
production sufficiently to optimize capacity and
manufacturing efficiencies. North American
business is typically arranged with this strategy
in mind. Today the process of qualifying new
offshore customers and working through the
details of their requirements is often lengthy and
subject to change. We expect it will improve as
emerging markets mature over time.
As we enter 2013 we are anxious to return
to the optimism that global fundamentals
support. Although our worst showing on a
four-quarter rolling basis will be as of June 30,
2013, if early indications hold true we should be
in for a much more enjoyable second half. Last
August we made it clear to everyone that our
intentions were to ride out the effects of the
drought without changing our dividend policy.
Our resolve was based on the knowledge that
we can cycle out of the drought and return to a
more reasonable payout ratio.
CEO MESSAGE
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Our ongoing focus and
commitment to developing
a global footprint gained
momentum in 2012.
Before closing, I would like to take a moment to
pay our respects to John Brodie, who passed
away unexpectedly on February 24, 2013. John
served as Audit Chair and Director of AGI since
our IPO in May 2004. His steady hand was
evident, providing great strength and guidance
to Rob, Steve and me throughout the challenges
we have faced over the past nine years. He was
held in very high esteem with his fellow directors
on both a professional and personal basis.
We extend our sincere condolences to his
family. He will be greatly missed.
I would like to thank all of our shareholders
for their continued support. We are confident
in our ability to grow the business. AGI’s
franchise is intact. We have some of the top
grain handling brands in our industry, supported
by specialized plants with dominant market
positions. We are offering complete solutions
to customers in emerging markets, leveraging
the handling equipment as the differentiator.
Our geographic footprint is growing, providing
increased diversification. We also have a proven
platform for growth through acquisitions. All of
these elements are directed at a sector with
compelling global fundamentals.
Sincerely,
Gary Anderson
President & CEO
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management’s discussion & analysis 07
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MAnAGEMEnt’S DiSCuSSiOn & AnAlySiS
This Management’s Discussion and Analysis (“MD&A”) should be read
in conjunction with the audited consolidated financial statements and
accompanying notes of Ag Growth International Inc. (“Ag Growth”, the
“Company”, “we”, “our” or “us”) for the year ended December 31, 2012.
Results are reported in Canadian dollars unless otherwise stated.
(thousands of dollars)
Trade sales (1)
Adjusted EBITDA (1)
The financial information contained in this MD&A has been prepared
in accordance with International Financial Reporting Standards (“IFRS”).
All dollar amounts are expressed in Canadian currency, unless
otherwise noted.
Throughout this MD&A references are made to “trade sales”, “EBITDA”,
“adjusted EBITDA”, “gross margin”, “funds from operations” and “payout
ratio”. A description of these measures and their limitations are discussed
under “Non-IFRS Measures”.
This MD&A contains forward-looking statements. Please refer to the
cautionary language under the heading “Risks and Uncertainties” and
“Forward-Looking Statements” in this MD&A and in our most recently filed
Annual Information Form.
SuMMARy Of RESultS
A brief summary of our operating results can be found below. A more
detailed narrative is included later in this MD&A under “Explanation of
Operating Results”.
year Ended December 31
2012
2011
$314,616
$301,014
$49,492
$19,078
$17,188
$1.53
$1.37
$53,274
$24,523
$24,523
$1.95
$1.95
Net Profit before Mepu goodwill impairment
Net Profit
Diluted profit per share before Mepu
impairment
Diluted profit per share
(1) See “non-IFRS Measures”.
Ag Growth entered 2012 with enthusiasm as farmers in the U.S. were poised
to plant a record number of corn acres, conditions in western Canada were
expected to return to normal after two abnormally wet planting seasons
and internationally the Company looked forward to building on its recent
success and growing its relationships and market presence.
The first half of 2012 progressed roughly as anticipated and trade sales and
adjusted EBITDA for the six months ended June 30, 2012 increased 13%
and 8% over the prior year, respectively. As the second quarter came to a
close, the Company appeared poised for an exceptional second half as U.S.
farmers had planted a record number of corn acres, conditions in Canada
were excellent and the Company’s international sales backlog significantly
exceeded the prior year.
2012 ANNUAL REPORT 08
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However, as the drought signs that first appeared late in June 2012 became
more firmly entrenched and the extent of the drought became more
apparent, demand for grain handling equipment, particularly higher margin
portable equipment, decreased substantially. The U.S. drought of 2012 is
widely considered to be one of the most severe on record, encompassing
most major grain growing areas of the U.S. and materially reducing crop
production and yield per acre:
Soviet Union (the “FSU”). Also contributing was robust demand in western
Canada and the acquisition of Airlanco. The Company’s significant growth
in offshore business and the impact of the 2012 U.S. drought are reflected in
our regional sales breakdown:
(thousands of dollars)
year Ended December 31
2012
2011
Change
Projected U.S. corn
production, bushels (1)
10.8 billion
12.4 billion
Corn yield, bushels (1)
123 per acre
147 per acre
(13%)
(16%)
Canada
US
Overseas
Total
2011
Change % Change
2012
$76,223
166,457
71,936
$ 63,746
182,727
54,541
$314,616
$301,014
$12,477
(16,270)
17,395
$13,602
20%
(9%)
32%
5%
(1) Per United States Department of Agriculture Crop Production 2012 Summary report.
Gross Margin (see non-IFRS Measures)
Ag Growth’s adjusted EBITDA in the first half of 2012 reflected strong
preseason activity and prior to the appearance of the drought the Company
anticipated very strong in-season sales in the third and fourth quarters.
The impact of the drought on the second half of 2012 is illustrated in the
table below:
(thousands of dollars)
Adjusted EBITDA – 2012
Adjusted EBITDA – 2011
Increase (decrease)
1st Half
32,226
29,865
2,361
2nd Half
17,266
23,409
(6,143)
trade Sales (see non-IFRS Measures)
The Company achieved record sales in both Canada and internationally in
2012. As a result, despite the severity of the U.S. drought, trade sales in the
year ended December 31, 2012 increased $13.6 million or 5% compared to
2011. The largest single driver of sales growth in 2012 was a substantial
increase in international business, particularly in the countries of the former
The Company’s gross margin percentage for the year ended December 31,
2012 was 32.2% (2011 – 34.0%). The decrease in gross margin percentage
compared to the prior year was largely the result of sales mix as the U.S.
drought most significantly impacted sales and throughput at the Company’s
higher margin portable grain handling equipment divisions. Ag Growth’s
international sales, comprised primarily of storage and commercial grain
handling products, achieve gross margins similar to those in North America.
Ag Growth will often provide complete grain storage and handling systems
when selling internationally and these projects may include equipment
not currently manufactured by the Company. Ag Growth outsources this
equipment and resells it to the customer at a low gross margin percentage.
Excluding these goods purchased for resale, the Company’s gross margin in
2012 was 33.0% (2011 – 34.0%).
management’s discussion & analysis 07
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Adjusted EBitDA (see non-IFRS Measures)
CORPORAtE OvERviEW
Adjusted EBITDA in 2012 was $49.5 million (2011 - $53.3 million). Adjusted
EBITDA decreased compared to the prior year as drought in the U.S.
materially impacted demand, particularly for higher margin portable grain
handling equipment. Adjusted EBITDA in 2012 benefitted from strong
demand in western Canada and significant international growth that
resulted from increased penetration in the FSU and elsewhere.
Mepu Goodwill impairment
In the quarter-ended December 31, 2012 Ag Growth recorded a non-cash
goodwill impairment charge of $1.9 million related to its Finland-based
Mepu division. Mepu’s results in 2011 were negatively impacted by
regional weather conditions and in 2012 the division experienced margin
compression due largely to the impact of new product development. Mepu
reported negative EBITDA in 2011 and 2012 of $0.8 million and $0.9 million,
respectively. Under IFRS an impairment test is performed at least annually
that compares the fair value of an asset to its carrying value and based on
this test as at December 31, 2012 management concluded the fair value
of Mepu was less than its carrying value. While reducing reported results
under IFRS, the non-cash impairment charge will not impact the Company’s
business operations, cash position, cash flows from operating activities or
dividend policy.
Diluted Profit Per Share
Diluted profit per share decreased from $1.95 in 2011 to $1.37 in 2012 due
largely to the negative impact of the U.S. drought. In addition, a non-cash
goodwill impairment charge related to the Finland-based Mepu division
and a smaller gain on foreign exchange in the current year negatively
impacted profit per share by approximately $0.16 and $0.22 respectively
as compared to 2011.
We are a manufacturer of agricultural equipment with a focus on grain
handling, storage and conditioning products. Our products service most
agricultural markets including the individual farmer, corporate farms and
commercial operations. Our business is affected by regional and global
trends in grain volumes, on-farm and commercial grain storage and
handling practices, and crop prices. Our business is seasonal, with higher
sales occurring in the second and third calendar quarters compared with
the first and fourth quarters. We manufacture in Canada, the U.S. and
Europe and we sell products globally, with most of our sales in the U.S.
Our business is sensitive to fluctuations in the value of the Canadian and
U.S. dollars as a result of our exports from Canada to the U.S. and as a
result of earnings derived from our U.S. based divisions. Fluctuations in
currency impact our results even though we engage in currency hedging
with the objective of partially mitigating our exposure to these fluctuations.
The Company’s average rate of foreign exchange per USD $1.00 in 2012 was
CAD $1.00 (2011 - $0.97).
Our business is also sensitive to fluctuations in input costs, especially steel,
a principal raw material in our products, which represents approximately
26% of the Company’s production costs. Short-term fluctuations in the
price of steel impact our financial results even though we strive to partially
mitigate our exposure to such fluctuations through the use of long-term
purchase contracts, bidding commercial projects based on current input
costs and passing input costs on to customers through sales
price increases.
Acquisitions in fiscal 2011
Airlanco - On October 4, 2011, the Company acquired the operating assets
of Airlanco, a manufacturer of aeration products and filtration systems
that are sold primarily into the commercial grain handling and processing
sectors. The purchase price of $11.5 million was financed primarily from
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Ag Growth’s acquisition line of credit while costs related to the acquisition
of $0.2 million and a working capital adjustment of $0.4 million were
financed by cash on hand. The purchase price represents a valuation of
approximately five times Airlanco’s normalized fiscal 2010 EBITDA. Airlanco
is located in Falls City, Nebraska and has traditionally served customers
headquartered or located in North America. The company had sales of
approximately $9.9 million in 2012, operating out of an 80,000 square foot
facility with 65 employees.
OutlOOK
Sales of portable grain handling equipment in the first half of 2013 are
expected to be negatively impacted by the U.S. drought of 2012. Inventory
at the Company’s dealer network is slightly higher than typical, reducing
their need to replenish inventory levels, while poor 2012 crop production
volumes have reduced U.S. farmer grain handling requirements. The new
crop season is expected to change these demand dynamics, however, as
the market begins to focus on anticipated 2013 crop production volumes.
The USDA, at its 2013 Agricultural Outlook Forum, forecast U.S. farmers
will plant 96.5 million acres of corn in 2013 and harvest an all-time record
14.5 billion bushels. The projected harvest would represent a 35% increase
in crop production, the primary demand driver for the Company’s portable
grain handling equipment. Accordingly, based on current conditions,
management is optimistic with respect to demand for portable grain
handling equipment in the second half of 2013.
The widespread drought in the U.S. impacted demand for commercial grain
handling products. Decreased activity in the second half of 2012 resulted in
lower backlogs entering 2013 which is expected to result in muted sales in
the first half of the year. However, optimism appears to be returning to the
marketplace and the Company’s backlog of commercial business has now
surpassed its backlog at the same time in 2012. Due to longer lead times
associated with commercial business, new orders will largely be realized
in the second half of the year. Based on improving sentiment and a growing
order book management expects a return to strong sales of commercial
equipment in the second half of 2013.
Ag Growth enjoyed great success offshore in 2012. In 2013, quoting
activity is at new record highs and the Company’s international back
order is significantly higher than at the same time in 2012. The Company’s
increasing presence in many offshore markets, particularly the FSU,
positions us well for sustained growth. In 2013 the Company will also
introduce 105 foot diameter storage bins and commercial capacity grain
drying equipment which will further complete Ag Growth’s industry leading
commercial product offering. A significant portion of the Company’s current
international business follows similar seasonal patterns to North America,
with sales highest in the second and third quarters.
On balance, the short-term impact of the U.S. drought is expected to temper
demand for both portable and commercial grain handling equipment
in the United States in the first half of 2013. As a result management
expects adjusted EBITDA in the first half of 2013 to fall below 2012 levels,
particularly due to softness in the first quarter. The year-over-year effect of
the drought in the first half of 2013 is expected to be significant but is not,
however, expected to impact adjusted EBITDA to the degree experienced in
the second half of 2012. The Company’s payout ratio in the first half of 2013
is expected to increase compared to the prior year however the Company’s
dividend policy will not be altered in response to this short-term
weather event.
Management remains very optimistic with respect to the Company’s
prospects in the second half of 2013 and beyond. We look forward with
enthusiasm to leveraging the strength of our brands, strong North American
market share and rapidly increasing international presence to capitalize on
what we believe are strong long-term agricultural fundamentals.
management’s discussion & analysis 07
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DEtAilED OPERAtinG RESultS
(thousands of dollars)
year Ended December 31
Trade sales (1)
(Loss) gain on FX (2)
Sales
Cost of inventories
Depreciation & amortization
Cost of sales
General and administrative
Transaction costs
Depreciation & amortization
Impairment of goodwill
Other operating income
Finance costs
Finance expense (income)
Profit before income taxes
Current income taxes
Deferred income taxes
Profit for the period
Net profit per share
Basic
Diluted
(1) See “non-IFRS Measures”.
(2) Primarily related to gains on foreign exchange contracts.
2012
$314,616
(274)
314,342
213,360
5,839
219,199
51,906
0
4,171
1,890
(122)
13,058
(773)
25,013
3,771
4,054
$17,188
$1.38
$1.37
2011
$301,014
4,918
305,932
198,767
5,436
204,203
49,392
1,676
3,758
0
(100)
12,668
159
34,176
3,910
5,743
$24,523
$1.97
$1.95
2012 ANNUAL REPORT
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EBitDA RECOnCiliAtiOn
(thousands of dollars)
Profit before income taxes
Impairment of goodwill
Finance costs
Depreciation and amortization in cost of sales
Depreciation and amortization in G&A expenses
EBitDA (1)
Transaction costs
Loss (gain) on foreign exchange in sales (2)
Loss (gain) on foreign exchange in finance income
Loss on ineffective hedge
Loss on sale of property, plant & equipment
Adjusted EBitDA (1)
(1) See “non-IFRS Measures”.
(2) Primarily related to gains on foreign exchange contracts.
year Ended December 31
2012
$25,013
1,890
13,058
5,839
4,171
49,971
0
274
(785)
0
32
$49,492
2011
$34,176
0
12,668
5,436
3,758
56,038
1,676
(4,918)
276
126
76
$53,274
management’s discussion & analysis 07
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ASSEtS AnD liABilitiES
united States
(thousands of dollars)
December 31
December 31
• Trade sales, excluding the acquisition of Airlanco, decreased 13%
compared to 2011.
Total assets
Total liabilities
2012
$370,482
$180,786
2011
$394,566
$192,407
• The most severe drought in over half a century resulted in a 13% drop in
corn production compared to 2011 and significantly reduced demand for
portable grain handling equipment.
EXPlAnAtiOn Of OPERAtinG RESultS
trade Sales
(thousands of dollars)
year Ended December 31
Trade sales
Trade sales excluding acquisitions (1)
2012
$314,616
$304,675
2011
$301,014
$298,313
(1) Excluding the results of Airlanco which was acquired on October 4, 2011.
Canada
• Trade sales of $76.2 million represent a record for Ag Growth and an
increase of 20% over the prior year.
• Sales of portable grain handling equipment increased significantly
due to pent up demand after two consecutive years of lower than
typical planted acreage in western Canada and due to new
product development.
• Sales of larger diameter storage bins and commercial grain handling
equipment increased compared to 2011 as the Company continues to
grow its Canadian commercial business.
• Sales of commercial handling equipment in the U.S. remained strong on
a historical basis however did not match the record levels attained in
2011 due in part to negative market sentiment in the current year related
to the drought.
international
• International trade sales increased 32% over 2011 to a record $71.9
million due to increasing repeat business with existing customers and
a growing brand presence offshore, particularly in the FSU where sales
increased to over $30 million. Sales to the FSU are largely insured by
Export Development Canada.
• The Company’s strategy of bundling higher margin grain handling
equipment with grain storage products has been validated as 78% of
international sales included both storage and handling equipment.
• Sales to customers with which the Company also did business in 2011
or earlier continues to increase. These repeat sales exceeded the total
sales achieved by Ag Growth’s Winnipeg based international team in
fiscal 2011. Management believes this favourable level of repeat business
is an indicator of product quality, commitment to customer service and
the establishment of longer term relationships throughout the globe.
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Gross Profit and Gross Margin
General and Administrative Expenses
(thousands of dollars)
year Ended December 31
(thousands of dollars)
year Ended December 31
Trade sales
Cost of inventories (1)
Gross Margin
Gross Margin (1) (as a % of trade sales)
Gross Margin (2), excluding goods
purchased for resale
2012
$314,616
213,360
$101,256
32.2%
2011
$301,014
198,767
$102,247
34.0%
33.0%
34.0%
(1) Excludes depreciation and amortization included in cost of sales.
(2) As per (1) but excluding goods purchased for resale.
See explanation below.
The Company’s gross margin percentage for the year ended December 31,
2012 was 32.2% (2011 – 34.0%). The decrease in gross margin percentages
compared to the 2011 was largely the result of sales mix as the U.S. drought
most significantly impacted sales and throughput at the Company’s higher
margin portable grain handling equipment.
Ag Growth will often provide complete grain storage and handling systems
when selling internationally and these projects may include equipment
not currently manufactured by the Company. Ag Growth outsources this
equipment and resells it to the customer at a low gross margin percentage.
Excluding these goods purchased for resale, the Company’s gross margin in
2012 was 33.0% (2011 – 34.0%).
The Company’s Twister greenfield storage bin facility commenced
production in June 2011 and experienced start-up issues and related
gross margin compression that negatively impacted 2011 gross margin
percentages. The start-up issues of 2011 have been resolved and the
Company’s storage products are generating positive margins that are
consistent with management expectations.
G&A (1)
G&A (as a % of trade sales)
G&A excluding acquisitions
2012
$51,906
16.5%
$50,348
2011
$49,392
16.4%
$48,861
(1) Transaction costs of $1.7 million are excluded from 2011.
For the year ended December 31, 2012, general & administrative expenses
excluding acquisitions increased $1.5 million. The change from 2011 is
largely due to the following:
• Sales & Marketing expenses increased $1.9 million as the Company
continued to invest in its international sales development. The increase is
largely due to salaries and travel for sales and support personnel added
throughout fiscal 2011.
• Commission expenses increased $0.9 million month periods due largely
to sales mix.
• Professional fees decreased $1.2 million largely due to expenses in the
prior year related to the Company’s transition to IFRS.
• Share based compensation expenses decreased $0.9 million as there
were no awards outstanding in 2012 under the share award incentive
plan (”SAIP”) and no expense related to a fiscal 2012 long-term incentive
plan (“LTIP”). A new stock based compensation plan was approved by
shareholders in May 2012. In January 2013, 260,000 grants were awarded
to senior management to incentivise the achievement of EBITDA targets
and further entrench alignment with shareholders.
• The remaining variance is the result of a number of offsetting factors with
no individual variance larger than $0.5 million.
management’s discussion & analysis 07
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EBitDA and Adjusted EBitDA
(thousands of dollars)
year Ended December 31
EBITDA (1)
Adjusted EBITDA (1)
2012
$49,971
$49,492
2011
$56,038
$53,274
(1) See the EBITDA reconciliation table above and “non-IFRS Measures” earlier in
this MD&A.
Adjusted EBITDA in 2012 decreased compared to 2011 largely due to the
impact of the severe drought in the United States. EBITDA decreased more
significantly due to a lower gain on foreign exchange in 2012 compared to
the prior year.
finance Costs
The Company’s bank indebtedness as at December 31, 2012 was nil
(December 31, 2011 – nil) and its outstanding long-term debt and obligations
under capital leases was $34.9 million (December 31, 2011 - $36.0 million).
Long-term debt at December 31, 2012 is primarily comprised of U.S. $25.0
million aggregate principal amount of non-amortizing secured notes that
bear interest at 6.80% and mature October 29, 2016 and U.S. $10.5 million
of non-amortizing term debt, net of deferred financing costs of $0.4 million.
See “Capital Resources” for a description of the Company’s credit facilities.
Finance costs for the year ended December 31, 2012 were $13.1 million
(2011 - $12.7 million). The increase compared to the prior year is largely due
to the debt financed acquisition of Airlanco in October 2011. At December
31, 2012, the Company had outstanding $114.9 million aggregate principal
amount of convertible unsecured subordinated debentures (December 31,
2011 - $114.9 million). The Debentures bear interest at an annual rate of
7.0% and mature December 31, 2014. See “Capital Resources”.
In addition to interest on the instruments noted above, finance costs include
non-cash interest related to debenture accretion, the amortization of
deferred finance costs, stand-by fees and other sundry cash interest.
finance Expense (income)
Finance income is comprised of interest earned on the Company’s cash
balances and gains or losses on translation of the Company’s U.S. dollar
denominated long-term debt.
Depreciation and Amortization
Depreciation of property, plant and equipment and amortization of
intangible assets are categorized on the income statement in accordance
with the function to which the underlying asset is related. Depreciation
increased compared to 2011 largely due to the acquisition of Airlanco and
the inclusion of a full year’s depreciation on the Twister storage bin plant
that was commissioned in June 2011. Total depreciation and amortization is
summarized below:
Depreciation
(thousands of dollars)
Depreciation in cost of sales
Depreciation in G&A
Total Depreciation
Amortization
(thousands of dollars)
Amortization in cost of sales
Amortization in G&A
Total Amortization
year Ended December 31
2012
$5,596
565
$6,161
2011
$4,933
485
$5,418
year Ended December 31
2012
$243
3,606
$3,849
2011
$503
3,273
$3,776
2012 ANNUAL REPORT 16
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Current income tax Expense
For the year ended December 31, 2012, the Company recorded current tax
expense of $3.8 million (2011 – $3.9 million). Current tax expense relates
primarily to certain subsidiary corporations of Ag Growth, including its U.S.
and U.K. based divisions.
Deferred income tax Expense
For the year ended December 31, 2012, the Company recorded deferred
tax expense of $4.1 million (2011 – $5.7 million). As at December 31,
2012, management concluded there was not probable realization of
certain tax losses in its Finnish subsidiary and accordingly reversed $0.2
million previously recorded as a tax asset. Excluding this charge and the
impairment of goodwill taken in the year, the Company’s effective tax rate
for the year ended December 31, 2012 was 28.4%. The remaining deferred
tax expense in 2012 relates to the utilization of deferred tax assets plus
a decrease in deferred tax liabilities that related to the application of
corporate tax rates to reversals of temporary differences between the
accounting and tax treatment of depreciable assets, reserves, deferred
compensation plans and deferred financing fees.
Upon conversion to a corporation from an income trust in June 2009 (the
“Conversion”) the Company received certain tax attributes that may be
used to offset tax otherwise payable in Canada. The Company’s Canadian
taxable income is based on the results of its divisions domiciled in Canada,
including the corporate office, and realized gains on foreign exchange.
For the year ending December 31, 2012, the Company offset $1.8 million
of Canadian tax otherwise payable (2011 – $4.3 million) through the use
of these attributes and since the date of Conversion a cumulative amount
of $23.1 million has been utilized. Utilization of these tax attributes is
recognized in deferred income tax expense on the Company’s income
statement. The Canada Revenue Agency has requested for its review
information relating to the conversion transaction and the Company has
responded to such requests. The Company is confident in its tax filing
position and the unused tax attributes of $47.5 million are recorded as an
asset on the Company’s balance sheet. See “Risks and Uncertainties –
Income Tax Matters”.
Effective tax rate
(thousands of dollars)
Current tax expense
Deferred tax expense
Total tax
Profit before taxes
Total tax %
year Ended December 31
2012
$ 3,771
4,054
$ 7,825
$25,013
31.3%
2011
$3,910
5,743
$9,653
$34,176
28.2%
Profit and Profit Per Share
For the year ended December 31, 2012, the Company reported net profit
of $17.1 million (2011 – $24.5 million), basic net profit per share of $1.38
(2011 – $1.97), and fully diluted net profit per share of $1.37 (2011 – $1.95).
Decreases compared to the prior year were primarily the result of the
impact of the U.S. drought on adjusted EBITDA. A smaller gain on foreign
exchange in the current year negatively impacted EBITDA by $4.0 million
and profit per share by approximately $0.22 per share compared to 2011. In
addition, a $1.9 million non-cash goodwill impairment charge related to the
Finland-based Mepu division and the reversal of $0.2 million of Mepu tax
assets impacted net profit by $2.1 million and profit per share of $0.16 per
share.
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SElECtED AnnuAl infORMAtiOn
(thousands of dollars, other than per share data)
QuARtERly finAnCiAl infORMAtiOn
(thousands of dollars, other than per share data)
twelve Months Ended December 31
2012
$
2011
$
2010
$
314,616
301,014
262,260
49,971
49,492
17,188
1.38
1.37
32,306
93%
56,038
53,274
24,523
1.97
1.95
40,319
75%
66,200
59,730
30,761
2.43
2.40
53,067
50%
2.40
370,482
153,515
2.40
394,566
151,986
2.07
398,385
139,831
Sales
EBITDA
Adjusted EBITDA
Net profit
Profit per share – basic
Profit per share – fully diluted
Funds from operations
Payout ratio
Dividends declared per common
share
Total assets
Total long-term liabilities
The following factors impact comparability between years in the
table above:
• Sales, gain (loss) on foreign exchange, net earnings, and net earnings
Q1
Q2
Q3
Q4
fiscal 2012
Q1
Q2
Q3
Q4
per share are significantly impacted by the rate of exchange between the
Canadian and U.S. dollars.
fiscal 2011
Average
uSD/CAD
Exchange
Rate
$1.00
$1.01
$1.00
$1.00
$1.00
Average
uSD/CAD
Exchange
Rate
$0.99
$0.96
$0.97
$0.96
$0.97
2012
Sales Profit (loss)
$72,355
$5,299
98,115
83,855
60,017
8,824
6,501
Basic
Profit (loss)
per Share
Diluted
Profit
(loss) per
Share
$0.42
$0.71
$0.52
$0.42
$0.70
$0.52
(3,436)
($0.28)
($0.27)
$314,342
$17,188
$1.38
$1.37
2011
Sales
$67,065
88,111
83,341
67,415
Profit
$4,706
11,994
4,570
3,253
$305,932
$24,523
Basic Profit
per Share
Diluted
Profit per
Share
$0.38
$0.97
$0.37
$0.26
$1.97
$0.38
$0.91
$0.36
$0.26
$1.95
• The inclusion of the assets, liabilities and operating results of the
following acquisitions significantly impacts comparisons in the table
above:
• October 1, 2010 – Franklin
• December 20, 2010 – Tramco
• October 4, 2011 – Airlanco
Interim period sales and profit historically reflect seasonality. The third
quarter is typically the strongest primarily due to the timing of construction
of commercial projects and high in-season demand at the farm level. Due to
the seasonality of Ag Growth’s working capital movements, cash provided
by operations will typically be highest in the fourth quarter. The seasonality
of Ag Growth’s business may be impacted by a number of factors including
weather and the timing and quality of harvest in North America.
2012 ANNUAL REPORT 18
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04
05
The following factors impact the comparison between periods in the
table above:
• Sales, gain (loss) on foreign exchange, profit, and profit per share in all
periods are significantly impacted by the rate of exchange between the
Canadian and U.S. dollars.
• Sales, net profit and profit per share are significantly impacted by the
acquisition of Airlanco in October 2011.
• A widespread drought in the U.S. significantly impacted sales and profit
in the third and fourth quarters of 2012.
fOuRtH QuARtER
trade Sales
Trade sales for the three months ended December 31, 2012 were $59.9
million, an 11% decrease from record fourth quarter sales in 2011. The
decrease in trade sales is largely due to the impact of the U.S. drought
which significantly lowered crop production and also resulted in a very
early harvest, limiting in-season fourth quarter sales. Trade sales in Canada
and internationally both increased compared to the prior year.
(thousands of dollars)
three Months Ended December 31
2012
2011
Change % Change
$12,111
$11,444
$667
30,357
17,431
41,556
14,039
(11,199)
3,392
$59,899
$67,039
($7,140)
6%
(27%)
24%
(11%)
Canada
US
Overseas
Total
Gross Margin
Gross margin as a percentage of sales for the three months ended
December 31, 2012 was 29.3%, (2011 – 32.9%). Gross margin percentages
in the fourth quarter of 2012 decreased largely due to sales mix, as the U.S.
drought most significantly impacted sales and throughput at the Company’s
higher margin portable grain handling equipment divisions. Generally, gross
margin percentages are low in the fourth quarter of a fiscal year due to low
sales volumes and preseason sales discounts.
Ag Growth will often provide complete grain storage and handling systems
when selling internationally and these projects may include equipment
not currently manufactured by the Company. Ag Growth outsources this
equipment and resells it to the customer at a low gross margin percentage.
Excluding these goods purchased for resale, the Company’s gross margin in
2012 was 31.4% (2011 – 32.9%).
Expenses
For the three months ended December 31, 2012, general and administrative
expenses were $12.7 million (2011 – $13.4 million). The decrease from
2011 was primarily the result of a lower expense related to share based
compensation and a reduction in short term bonuses, partially offset by
higher professional fees related to IFRS consulting.
Adjusted EBitDA, EBitDA and net Earnings
Adjusted EBITDA for the three months ended December 31, 2012 was $4.8
million (2011 – $8.6 million). The decrease resulted primarily from the impact
of the U.S. drought as discussed above.
EBITDA for the three months ended December 31, 2012 was $4.5 million,
compared to $9.7 million in 2011. The decrease in EBITDA is the result of the
factors above and a decrease in the Company’s gain on foreign exchange.
For the three months ended December 31, 2012, the Company reported a net
loss of $3.4 million (2011 – net earnings of $3.3 million), basic net loss per
share of $0.28 (2011 – net profit per share of $0.26), and a fully diluted net
loss per share of $0.27 (2011 – net profit per share of $0.26).
management’s discussion & analysis 07
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19
CASH flOW AnD liQuiDity
(thousands of dollars)
year Ended December 31
Profit before income taxes
Add charges (deduct credits) to
operations not requiring a current
cash payment:
Depreciation and amortization
Translation (gain) loss on FX
Non-cash interest expense
Share based compensation
Non-cash impairment of goodwill
Loss on sale of assets
Net change in non-cash working
capital balances related to
operations:
Accounts receivable
Inventory
Prepaid expenses and other
Accounts payable and accruals
Customer deposits
Provisions
Settlement of SAIP obligation
Income tax paid
Cash provided by operations
2012
$25,013
2011
$34,176
10,010
(1,766)
2,543
1,174
1,890
32
38,896
(2,165)
6,045
1,075
(4,913)
(3,035)
198
(2,795)
(1,495)
(3,012)
$31,594
9,194
1,641
2,422
2,038
0
76
49,547
(9,607)
(9,850)
5,034
(1,755)
1,445
280
(14,453)
(1,998)
(5,217)
$27,879
For the year ended December 31, 2012, cash provided by operations was
$31.6 million (2011 – $27.9 million). The increase compared to 2011 is largely
the result of a considerable improvement in cash generated from working
capital. Most significantly, cash generated from inventory movement
increased $15.9 million compared to 2011 due to an increased focus on
inventory management and because working capital in 2011 included a
substantial investment in inventory to support the start-up of the Company’s
greenfield storage bin facility.
Working Capital Requirements
Interim period working capital requirements typically reflect the seasonality
of the business. Ag Growth’s collections of accounts receivable are
weighted towards the third and fourth quarters. This collection pattern,
combined with historically high sales in the third quarter that result
from seasonality, typically lead to accounts receivable levels increasing
throughout the year and peaking in the third quarter. Inventory levels
typically increase in the first and second quarters and then begin to decline
in the third or fourth quarter as sales levels exceed production. As a result
of these working capital movements, historically, Ag Growth begins to
draw on its operating lines in the first or second quarter. The operating line
balance typically peaks in the second or third quarter and normally begins
to decline later in the third quarter as collections of accounts receivable
increase. Ag Growth has typically fully repaid its operating line balance by
early in the fourth quarter.
Results for the year ended December 31, 2012 were negatively impacted by
a severe drought in the United States. As a result, sales and the drawdown
of the company’s inventory were negatively impacted in the second half of
2012 and the Company anticipates this trend will continue in the first half
of 2013. Growth in international business and increasing storage bin sales
may result in an increase in the number of days accounts receivable remain
outstanding and higher than historical inventory levels.
2012 ANNUAL REPORT 20
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Capital Expenditures
Maintenance capital expenditures in the year ended December 31, 2012
were $3.5 million or 1.1% of trade sales (2011 – $3.9 million and 1.3%).
Maintenance capital expenditures in 2012 relate primarily to purchases
of manufacturing equipment, leasehold improvements and building
repairs and were funded through cash on hand, cash from operations
and bank indebtedness.
Ag Growth defines maintenance capital expenditures as cash outlays
required to maintain plant and equipment at current operating capacity and
efficiency levels. Non-maintenance capital expenditures encompass other
investments, including cash outlays required to increase operating capacity
or improve operating efficiency. Ag Growth had non-maintenance capital
expenditures of $1.2 million in the year ended December 31, 2012 (2011 – $5.3
million). Non-maintenance capital expenditures in 2012 relate primarily to
investments in equipment to support growth at the Company’s commercial
divisions. Maintenance capital expenditures in 2013 are expected to
approximate 2012 levels and non-maintenance capital expenditures are
expected to increase due to an investment of approximately $8.7 million
in facility and equipment to support growth in the portable conveyor
market. The facility and equipment investment of $8.7 million is expected
to be financed primarily through the sale of redundant facilities in Swift
Current, SK and Saskatoon, SK, while the remaining capital expenditures
are expected to be financed through a combination of cash on hand, bank
indebtedness and term debt.
Cash Balance
The Company’s cash balance decreased $4.7 million in the year ended
December 31, 2012 (2011 – decrease of $28.1 million). The decrease in 2012
was less than the decline in 2011 due to lower capital expenditures, an
increase in cash provided by non-cash working capital and because 2011
included payments of $9.9 million related to the acquisition of Tramco and
$3.3 million related to the purchase of shares under the Company’s LTIP.
COntRACtuAl OBliGAtiOnS
(thousands of dollars)
total
2013
2014
2015
2016
2017+
Debentures
Long-term debt
114,885
35,361
0
7
114,885
10,482
0
0
0
24,872
Operating leases
3,626
959
874
584
394
Total obligations
153,872
966
126,241
584
25,266
0
0
815
815
Debentures relate to the aggregate principal amount of debentures issued
by the Company in October 2009 (see “Convertible Debentures” below).
Long-term debt at December 31, 2012 is comprised of U.S. $25.0 million
aggregate principal amount of secured notes issued through a note
purchase and private shelf agreement and U.S. $10.5 million non-amortizing
term debt, net of deferred financing costs The operating leases relate
primarily to vehicle, equipment, warehousing and facility leases and were
entered into in the normal course of business.
As at March 14, 2013, the Company had outstanding commitments of $4.3
million to purchase property, plant and equipment related to the acquisition
of a facility and upgraded equipment to support growth in the portable belt
conveyor market.
CAPitAl RESOuRCES
Cash
Cash and cash equivalents at December 31, 2012 were $2.2 million (2011 –
$6.8 million). Although cash provided by operations increased compared
to 2011, the Company’s bank balance is lower than the prior year due to a
lower opening cash balance.
management’s discussion & analysis 07
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21
Debt facilities
On October 29, 2009, the Company issued
USD $25.0 million aggregate principal amount
of secured notes through a note purchase and
private shelf agreement. The notes are non-
amortizing, bear interest at 6.80% and mature
October 29, 2016. Under the note purchase
agreement, Ag Growth is subject to certain
financial covenants, including a maximum
leverage ratio and a minimum debt service
ratio. The Company is in compliance with all
financial covenants.
On March 9, 2012, the Company renewed its
credit facility with its existing lenders.
The committed lines under the facility are
unchanged under the new facility. The table
below summarizes amounts committed and
drawn (USD converted at $0.9949) as at
December 31, 2012:
Committed Line
Bank indebtedness
Long-term debt
Undrawn at
December 31, 2012
$70,385
0
10,475
$59,910
The renewed credit includes lender approval
to expand the facility by an additional $25
million, bears interest at rates of prime plus
0.0% to prime plus 1.0% (superseded facility –
prime plus 0.50% to prime plus 1.50%) based
on performance calculations and matures on
the earlier of March 8, 2016 or three months
prior to maturity date of the Debentures, unless
refinanced on terms acceptable to the lenders.
Ag Growth is subject to certain financial
covenants, including a maximum leverage ratio
and a minimum debt service ratio, and is in
compliance with all financial covenants.
Convertible Debentures
In October 2009 the Company issued $115 million
aggregate principal amount of convertible
unsecured subordinated debentures (the
“Debentures”) at a price of $1,000 per
Debenture. The Debentures bear interest at an
annual rate of 7.0% payable semi-annually on
June 30 and December 31. Each Debenture is
convertible into common shares of the Company
at the option of the holder at a conversion price
of $44.98 per common share. The maturity date
of the Debentures is December 31, 2014. The
Debentures trade on the TSX under the
symbol AFN.DB.
Net proceeds of the offering of approximately
$109.9 million were used by Ag Growth
for general corporate purposes, to repay
indebtedness, to fund acquisitions and to
finance the expansion of the Company’s storage
bin product line.
On and after December 31, 2012 and prior to
December 31, 2013, the Debentures may be
redeemed, in whole or in part, at the option of
2012 ANNUAL REPORT 22
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04
05
the Company at a price equal to their principal amount plus accrued and
unpaid interest, provided that the volume weighted average trading price
of the common shares during the 20 consecutive trading days ending on
the fifth trading day preceding the date on which the notice of redemption
is given is not less than 125% of the conversion price. On and after
December 31, 2013, the Debentures may be redeemed, in whole or in part,
at the option of the Company at a price equal to their principal amount
plus accrued and unpaid interest.
On redemption or at maturity, the Company may, at its option, subject
to regulatory approval and provided that no event of default has
occurred, elect to satisfy its obligation to pay the principal amount of the
Debentures, in whole or in part, by issuing and delivering for each $100
due that number of freely tradeable common shares obtained by dividing
$100 by 95% of the volume weighted average trading price of the common
shares on the Toronto Stock Exchange (“TSX”) for the 20 consecutive
trading days ending on the fifth trading day preceding the date fixed for
redemption or the maturity date, as the case may be. Any accrued and
unpaid interest thereon will be paid in cash. The Company may also elect,
subject to any required regulatory approval and provided that no event of
default has occurred, to satisfy all or part of its obligation to pay interest
on the Debentures by delivering sufficient freely tradeable common
shares to satisfy its interest obligation.
The Debentures trade on the TSX under the symbol AFN.DB.
COMMOn SHARES
The following common shares were issued and outstanding at the
dates indicated:
December 31, 2011
Shares issued under DDCP
December 31, 2012 and March 14, 2013
# Common Shares
12,545,996
2,107
12,548,103
On November 17, 2011, Ag Growth commenced a normal course issuer
bid for up to 994,508 common shares, representing 10% of the Company’s
“public float” of common shares at that time. The normal course issuer bid
terminated on November 20, 2012 and no common shares were purchased
under the normal course issuer bid.
Ag Growth has granted 220,000 share awards under its 2007 share award
incentive plan. In fiscal 2010 a total of 140,000 share awards vested and the
equivalent number of common shares was issued to the participants. The
remaining share awards vested as to 40,000 each on January 1, 2011 and
January 1, 2012, however no common shares were issued on these vesting
dates as the participants were compensated in cash rather than common
shares. No additional share awards are available under this share award
incentive plan.
The administrator of the LTIP has acquired 317,304 common shares to
satisfy its obligations with respect to awards under the LTIP for fiscal 2007,
2008, 2009 and 2010. There was no LTIP award related to fiscal 2011 or fiscal
2012. The common shares purchased are held by the administrator until
such time as they vest to the LTIP participants. As at December 31, 2012,
a total of 242,956 common shares related to the LTIP had vested to
the participants.
management’s discussion & analysis 07
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23
Dividends in a fiscal year are typically funded entirely through cash from
operations, although due to seasonality dividends may be funded on a
short-term basis by the Company’s operating lines. Dividends in the year
ended December 31, 2012 were funded through cash on hand, cash from
operations and bank indebtedness. The Company expects dividends in 2013
will be funded through cash on hand, cash from operations and
bank indebtedness.
funDS fROM OPERAtiOnS
Funds from operations, defined under “Non-IFRS Measures” is cash
flow from operating activities before the net change in non-cash working
capital balances related to operations and stock-based compensation,
less maintenance capital expenditures and adjusted for the gain or loss on
the sale of property, plant & equipment. The objective of presenting this
measure is to provide a measure of free cash flow. The definition excludes
changes in working capital as they are necessary to drive organic growth
and have historically been financed by the Company’s operating facility
(See “Capital Resources”). Funds from operations should not be construed
as an alternative to cash flows from operating, investing, and financing
activities as a measure of the Company’s liquidity and cash flows.
On May 11, 2012 the shareholders of Ag Growth authorized a new Share
Award Incentive Plan (the “2012 SAIP”) which authorizes the Board to
grant restricted Share Awards (“RSU’s”) and performance Share Awards
(“PSU’s”) to officers, employees or consultants of the Company but not to
non-management directors. A total of 465,000 common shares are available
for issuance under the 2012 SAIP. As at December 31, 2012, no RSU’s or
PSU’s have been granted. As at March 14, 2013, a total of 150,000 RSU’s and
110,000 PSU’s have been granted.
A total of 32,404 deferred grants of common shares are outstanding under
the Company’s Director’s Deferred Compensation Plan.
On March 5, 2013, the Company announced the adoption of a dividend
reinvestment plan (the “DRIP”). Eligible shareholders who elect to reinvest
dividends under the DRIP will initially receive Common Shares issued from
treasury at a discount of 4% from the market price of the Common Shares,
with the market price being equal to the volume-weighted average trading
price of the Common Shares on the Toronto Stock Exchange for the five
trading days preceding the applicable dividend payment date.
Ag Growth’s common shares trade on the TSX under the symbol AFN.
DiviDEnDS
In the year ended December 31, 2012, Ag Growth declared dividends to
shareholders of $30.1 million (2011 – $30.1 million). Ag Growth’s policy
is to pay monthly dividends. The Company’s Board of Directors reviews
financial performance and other factors when assessing dividend levels.
An adjustment to dividend levels may be made at such time as the Board
determines an adjustment to be in the best interest of the Company.
Financial results in the first half of 2013 are expected to be negatively
impacted by the severe drought experienced in the U.S. in 2012 (see
“Summary of Results”) however the Company’s dividend rate will not be
altered in response to this short-term weather event.
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Funds from operations and the Company’s payout ratio in the current
year were higher than is typical due to the significant impact of the U.S.
drought. Management anticipates the impact of the drought will negatively
impact the Company’s payout ratio in the first half of 2013, however not to
the degree experienced in the second half of 2012. The payout ratio in the
second half of 2013 is anticipated to benefit from higher year-over-year
adjusted EBITDA (see “Outlook”).
finAnCiAl inStRuMEntS
foreign Exchange Contracts
Risk from foreign exchange arises as a result of variations in exchange
rates between the Canadian and the U.S. dollar and to a lesser extent to
variations in exchange rates between the Canadian dollar and the Euro.
Ag Growth has entered into foreign exchange contracts with
three Canadian chartered banks to partially hedge its foreign currency
exposure as at December 31, 2012, had outstanding the following foreign
exchange contracts:
forward foreign Exchange Contracts
Settlement Dates
face Amount
Average Rate
CAD Amount
January - Dec 2013
January - Dec 2014
uSD (000’s)
$53,000
$41,000
CAD
$1.0266
$1.0165
(000’s)
$54,410
$41,677
(thousands of dollars)
year Ended December 31
EBITDA
Share based compensation
Non-cash interest expense
Translation (gain) loss on FX
Interest expense
Income taxes paid
Maintenance capital
expenditures
Funds from operations (1)
2012
$49,971
1,174
2,543
(1,766)
(13,058)
(3,012)
(3,546)
$32,306
2011
$56,038
2,038
2,422
1,641
(12,668)
(5,217)
(3,935)
$40,319
Funds from operations can be reconciled to cash provided by operating
activities as follows:
(thousands of dollars)
year Ended December 31
Cash provided by operating activities
Change in non-cash working capital
Settlement of SAIP option
Maintenance capital expenditures
Loss on sale of assets
Funds from operations (1)
Shares outstanding (2)
Funds from operations per share
Dividends declared per share
Payout ratio (1)
(1) See “non-IFRS Measures”.
2012
$31,594
2,795
1,495
(3,546)
(32)
$32,306
2011
$27,879
14,453
1,998
(3,935)
(76)
$40,319
12,572,374
12,562,335
$2.57
$2.40
93%
$3.21
$2.40
75%
(2) Fully diluted weighted average, excluding the potential dilution of the Debentures
as the calculation includes the interest expense related to the Debentures.
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forward foreign Exchange Contracts
Settlement Dates
face Amount
Average Rate
CAD Amount
Aug and Dec 2013
Aug and Dec 2014
Euros (000’s)
€500
€500
CAD
$1.3250
$1.3290
(000’s)
$663
$665
The fair value of the outstanding forward foreign exchange contracts in
place as at December 31, 2012 was a gain of $1.6 million. Consistent with
prior periods, the Company has elected to apply hedge accounting for
these contracts and the unrealized gain has been recognized in other
comprehensive income for the period ended December 31, 2012.
Subsequent to December 31, 2012, the Company entered a number of
foreign exchange forward contracts for the period June 2014 to December
2014 totalling U.S. $13 million at an average rate of $1.0148, and for January
and February 2015 totalling U.S. $5.0 million at an average rate of $1.0417
accounts receivable and the valuation of inventory, intangibles, goodwill,
convertible debentures and deferred income taxes. Ag Growth’s accounting
policies are described in the notes to its December 31, 2012 audited
financial statements.
Allowance for Doubtful Accounts
Due to the nature of Ag Growth’s business and the credit terms it provides
to its customers, estimates and judgments are inherent in the on-going
assessment of the recoverability of accounts receivable. Ag Growth
maintains an allowance for doubtful accounts to reflect expected credit
losses. A considerable amount of judgment is required to assess the
ultimate realization of accounts receivable and these judgments must
be continuously evaluated and updated. Ag Growth is not able to predict
changes in the financial conditions of its customers, and the Company’s
judgment related to the recoverability of accounts receivable may
be materially impacted if the financial condition of the Company’s
customers deteriorates.
CRitiCAl ACCOuntinG EStiMAtES
valuation of inventory
The preparation of financial statements in conformity with IFRS requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amount
of revenues and expenses during the period. By their nature, these
estimates are subject to a degree of uncertainty and are based on historical
experience and trends in the industry. Management reviews these
estimates on an ongoing basis. While management has applied judgment
based on assumptions believed to be reasonable in the circumstances,
actual results can vary from these assumptions. It is possible that materially
different results would be reported using different assumptions.
Ag Growth believes the accounting policies that are critical to its
business relate to the use of estimates regarding the recoverability of
Assessments and judgments are inherent in the determination of the net
realizable value of inventories. The cost of inventories may not be fully
recoverable if they are slow moving, damaged, obsolete, or if the selling
price of the inventory is less than its cost. Ag Growth regularly reviews its
inventory quantities and reduces the cost attributed to inventory no longer
deemed to be fully recoverable. Judgment related to the determination
of net realizable value may be impacted by a number of factors including
market conditions.
Goodwill and intangible Assets
Assessments and judgments are inherent in the determination of the
fair value of goodwill and intangible assets. Goodwill and indefinite life
intangible assets are recorded at cost and finite life intangibles are
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recorded at cost less accumulated amortization.
Goodwill and intangible assets are tested
for impairment at least annually. Assessing
goodwill and intangible assets for impairment
requires considerable judgment and is based
in part on current expectations regarding
future performance. Changes in circumstances
including market conditions may materially
impact the assessment of the fair value of
goodwill and intangible assets.
Deferred income taxes
Deferred income taxes are calculated based on
assumptions related to the future interpretation
of tax legislation, future income tax rates, and
future operating results, acquisitions
and dispositions of assets and liabilities.
Ag Growth periodically reviews and adjusts
its estimates and assumptions of income
tax assets and liabilities as circumstances
warrant. A significant change in any of the
Company’s assumptions could materially affect
Ag Growth’s estimate of deferred tax assets
and liabilities. See “Risks and Uncertainties –
Income Tax Matters”.
future Benefit of tax-loss
Carryforwards
Ag Growth should only recognize the future
benefit of tax-loss carryforwards where it is
probable that sufficient future taxable income
can be generated in order to fully utilize such
losses and deductions. We are required to
make significant estimates and assumptions
regarding future revenues and profit, and
our ability to implement certain tax planning
strategies, in order to assess the likelihood of
utilizing such losses and deductions. These
estimates and assumptions are subject to
significant uncertainty and if changed could
materially affect our assessment of the ability to
fully realize the benefit of the deferred income
tax assets. Deferred tax asset balances would
be reduced and additional income tax expense
recorded in the applicable accounting period in
the event that circumstances change and we,
based on revised estimates and assumptions,
determined that it was no longer probable that
those deferred tax assets would be fully realized
RiSKS AnD unCERtAintiES
The risks and uncertainties described below
are not the only risks and uncertainties we face.
Additional risks and uncertainties not currently
known to us or that we currently consider
immaterial also may impair operations. If any of
the following risks actually occur, our business,
results of operations and financial condition, and
the amount of cash available for dividends could
be materially adversely affected.
Industry Cyclicality and General
Economic Conditions
The performance of the agricultural industry
is cyclical. To the extent that the agricultural
sector declines or experiences a downturn, this
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is likely to have a negative impact on the grain
handling, storage and conditioning industry,
and the business of Ag Growth. Among other
things, the agricultural sector has benefited
from the expansion of the ethanol industry, and
to the extent the ethanol industry declines or
experiences a downturn, this is likely to have a
negative impact on the grain handling, storage
and conditioning industry, and the business
of Ag Growth.
Future developments in the North American and
global economies may negatively impact the
demand for our products. Management cannot
estimate the level of growth or contraction of
the economy as a whole or of the economy of
any particular region or market that we serve.
Adverse changes in our financial condition and
results of operations may occur as a result of
negative economic conditions, declines in
stock markets, contraction of credit availability
or other factors affecting economic
conditions generally.
Risk of Decreased Crop Yields
Decreased crop yields due to poor weather
conditions and other factors are a significant
risk affecting Ag Growth. Both reduced crop
volumes and the accompanying decline in farm
incomes can negatively affect demand for grain
handling, storage and conditioning equipment.
Potential Volatility of Production Costs
Various materials and components are
purchased in connection with Ag Growth’s
manufacturing process, some or all of which
may be subject to wide price variation.
Consistent with past and current practices
within the industry, Ag Growth seeks to manage
its exposure to material and component price
volatility by planning and negotiating significant
purchases on an annual basis, and endeavours
to pass through to customers, most, if not all, of
the price volatility. There can be no assurance
that industry dynamics will allow Ag Growth
to continue to reduce its exposure to volatility
of production costs by passing through price
increases to its customers.
Foreign Exchange Risk
Ag Growth generates the majority of its sales in
U.S. dollars and Euros, but a materially smaller
proportion of its expenses are denominated in
U.S. dollars and Euros. In addition, Ag Growth
may denominate its long term borrowings in U.S.
dollars. Accordingly, fluctuations in the rate of
exchange between the Canadian dollar and the
U.S. dollar and Euro may significantly impact
the Company’s financial results. Management
has implemented a foreign currency hedging
strategy and the Company has entered into
a series of hedging arrangements to partially
mitigate the potential effect of fluctuating
exchange rates. 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 and Euro may
have a material adverse effect on Ag Growth’s
results of operations, business, prospects and
financial condition.
Acquisition and Expansion Risk
Ag Growth may expand its operations by
increasing the scope or changing the nature of
operations at existing facilities or by acquiring
or developing additional businesses, products
or technologies. There can be no assurance
that the Company will be able to identify,
acquire, develop or profitably manage additional
businesses, or successfully integrate any
acquired business, products, or technologies
into the business, or increase the scope or
change the nature of operations at existing
facilities without substantial expenses, delays
or other operational or financial difficulties.
The Company’s ability to increase the scope
or change the nature of its operations or
acquire or develop additional businesses may
be impacted by its cost of capital and access
to credit. Acquisitions and expansions may
involve a number of special risks including
diversion of management’s attention, failure to
retain key personnel, unanticipated events or
circumstances, and legal liabilities, some or all
of which could have a material adverse effect on
Ag Growth’s performance. In addition, there can
be no assurance that an increase in the scope or
a change in the nature of operations at existing
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facilities or that acquired or newly developed
businesses, products, or technologies will
achieve anticipated revenues and income. The
failure of the Company to manage its acquisition
or expansion strategy successfully could have a
material adverse effect on Ag Growth’s results of
operations and financial condition.
International Sales and Operations
A portion of Ag Growth’s sales are generated in
overseas markets and Ag Growth anticipates
increasing its offshore sales and operations in
the future. Sales and operations outside of North
America, particularly in emerging markets, are
subject to various risks, including: currency
exchange rate fluctuations; foreign economic
conditions; trade barriers; competition with
North American and international manufacturers
and suppliers; exchange controls; national
and regional labour strikes; political risks
and risks of increases in duties; taxes and
changes in tax laws; expropriation of property,
cancellation or modification of contract rights,
unfavourable legal climate for the collection
of unpaid accounts; changes in laws and
policies governing operations of foreign-based
companies, as well as risks of loss due to civil
strife and acts of war. Further, the Company’s
business practices in these foreign countries
must comply with the Corruption of Public
Foreign Officials Act (Canada) and other
applicable similar laws. If violations of these
laws were to occur, they could subject us to
fines and other penalties as well as increased
compliance costs. There is no guarantee that
one or more of these factors will not materially
adversely affect Ag Growth’s offshore sales and
operations in the future.
Commodity Prices, International Trade and
Political Uncertainty
Prices of commodities are influenced by a
variety of unpredictable factors that are beyond
the control of Ag Growth, including weather,
government (Canadian, United States and other)
farm programs and policies, and changes in
global demand or other economic factors. A
decrease in commodity prices could negatively
impact the agricultural sector, and the business
of Ag Growth. New legislation or amendments
to existing legislation, including the Energy
Independence and Security Act in the U.S., may
ultimately impact demand for the Company’s
products. 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 have greater financial
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, storage and conditioning 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.
Seasonality of Business
The seasonality of the demand for Ag Growth’s
products results in lower cash flow in the first
three quarters of each calendar year and may
impact the ability of the Company to make cash
dividends to shareholders, or the quantum of
such dividends, if any. No assurance can be
given that Ag Growth’s credit facility will be
sufficient to offset the seasonal variations in
Ag Growth’s cash flow.
Business Interruption
The operation of Ag Growth’s manufacturing
facilities 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
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reasons. For instance, Ag Growth’s Rosenort
facility is located in an area that is often subject
to widespread flooding, 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, storage
and conditioning equipment used on farms or in
commercial applications may result in product
liability claims that require insuring of risk and
management of the legal process.
Dependence on Key Personnel
Ag Growth’s future business, financial condition,
and operating results depend on the continued
contributions of certain of Ag Growth’s executive
officers and other key management and personnel,
certain of whom would be difficult to replace.
Labour Costs and Shortages and
Labour Relations
The success of Ag Growth’s business depends
on a large number of both hourly and salaried
employees. Changes in the general conditions of
the employment market could affect the ability of
Ag Growth to hire or retain staff at current wage
levels. The occurrence of either of these events
could have an adverse effect on the Company’s
results of operations. There is no assurance that
some or all of the employees of Ag Growth will
not unionize in the future. If successful, such
an occurrence could increase labour costs and
thereby have an adverse affect on Ag Growth’s
results of operations.
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.
Availability of Credit
Ag Growth’s credit facility matures on the earlier
of March 8, 2016 or three months prior to the
maturity of the Debentures and is renewable
at the option of the lenders. There can be no
guarantee the Company will be able to obtain
alternate financing and no guarantee that future
credit facilities will have the same terms and
conditions as the existing facility. This may have
an adverse effect on the Company, its ability
to pay dividends and the market value of its
common shares. In addition, the business of
the Company may be adversely impacted in the
event that the Company’s customer base does
not have access to sufficient financing. Sales
related to the construction of commercial grain
handling facilities, sales to developing markets,
and sales to North American farmers may be
negatively impacted.
Interest Rates
Ag Growth’s term and operating credit facilities
bear interest at rates that are in part dependent
on performance based financial ratios. The
Company’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. To the extent
that the Company has term and operating loans
where the fluctuations in the cost of borrowing
are not mitigated by interest rate swaps, the
Company’s cost of borrowing may be impacted
by fluctuations in market interest rates.
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Uninsured and Underinsured Losses
Ag Growth uses 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 sufficient
to pay the full current market value or current
replacement cost of its assets or cover the cost
of a particular claim.
Cash Dividends are not Guaranteed
Future dividend payments by Ag Growth and
the level thereof is uncertain, as Ag Growth’s
dividend policy and the funds available for
the payment of dividends from time to time
are dependent upon, among other things,
operating cash flow generated by Ag Growth
and its subsidiaries, financial requirements
for Ag Growth’s operations and the execution
of its growth strategy, fluctuations in working
capital and the timing and amount of capital
expenditures, debt service requirements and
other factors beyond Ag Growth’s control.
Income Tax Matters;
Communication with Canada Revenue
Agency Regarding Conversion
Income tax provisions, including current and
deferred income tax assets and liabilities,
and income tax filing positions require estimates
and interpretations of federal and provincial
income tax rules and regulations, and judgments
as to their interpretation and application to Ag
Growth’s specific situation. The amount and
timing of reversals of temporary differences will
also depend on Ag Growth’s future operating
results, acquisitions and dispositions of assets
and liabilities. The business and operations of
Ag Growth are complex and Ag Growth has
executed a number of significant financings,
acquisitions, reorganizations and business
combinations over the course of its history
including the Conversion. The computation
of income taxes payable as a result of these
transactions involves many complex factors
as well as Ag Growth’s interpretation of and
compliance with relevant tax legislation and
regulations. While Ag Growth believes that its
existing and proposed tax filing positions are
probable to be sustained, there are a number
of existing and proposed tax filing positions
including in respect of the Conversion that are
or may be the subject of review by taxation
authorities. Without limitation, there is a risk that
the tax consequences of the Conversion may be
materially different from the tax consequences
anticipated by the Company in undertaking the
Conversion. While the Company is confident
in its tax filing position, there is a risk that the
Canada Revenue Agency (the “CRA”) could
successfully challenge the tax consequences of
the Conversion or prior transactions of any of the
entities involved in the Conversion. Therefore,
it is possible that additional taxes could be
payable by Ag Growth and the ultimate value
of Ag Growth’s income tax assets and liabilities
could change in the future and that changes to
these amounts could have a material adverse
effect on Ag Growth’s consolidated financial
statements and financial position. Further, in the
event of a reassessment of any of Ag Growth’s
tax filings by a taxation authority including the
CRA, Ag Growth would be required to deposit
cash equal to 50% of the tax liability claimed
with the relevant taxation authority in order to
file an objection against such reassessment, the
amount of which deposit could be significant.
See also “Explanation of Operating Results –
Deferred income tax expense”.
Ag Growth May Issue Additional
Common Shares Diluting Existing
Shareholders’ Interests
The Company is authorized to issue an
unlimited number of common shares for such
consideration and on such terms and conditions
as shall be established by the Directors without
the approval of any shareholders, except as
required by the TSX. In addition, the Company
may, at its option, satisfy its obligations
with respect to the interest payable on the
Debentures and the repayment of the face
value of the Debentures through the issuance of
common shares.
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Leverage, Restrictive Covenants
The degree to which Ag Growth is leveraged
could have important consequences to the
shareholders, including: (i) the ability to obtain
additional financing for working capital, capital
expenditures or acquisitions in the future may
be limited; (ii) a material portion of Ag Growth’s
cash flow from operations may need to be
dedicated to payment of the principal of and
interest on indebtedness, thereby reducing
funds available for future operations and to
pay dividends; (iii) certain of the borrowings
under the Company’s credit facility may be at
variable rates of interest, which exposes Ag
Growth to the risk of increased interest rates;
and (iv) Ag Growth may be more vulnerable to
economic downturns and be limited in its ability
to withstand competitive pressures. Ag Growth’s
ability to make scheduled payments of principal
and interest on, or to refinance, its indebtedness
will depend on its future operating performance
and cash flow, which are subject to prevailing
economic conditions, prevailing interest rate
levels, and financial, competitive, business
and other factors, many of which are beyond
its control.
The ability of Ag Growth to pay dividends or
make other payments or advances will be
subject to applicable laws and contractual
restrictions contained in the instruments
governing its indebtedness, including the
Company’s credit facility and note purchase
agreement. Ag Growth’s credit facility and
note purchase agreement contain restrictive
covenants customary for agreements of this
nature, including covenants that limit the
discretion of management with respect to
certain business matters. These covenants
place restrictions on, among other things,
the ability of Ag Growth to incur additional
indebtedness, to pay dividends or make certain
other payments and to sell or otherwise dispose
of material assets. In addition, the credit facility
and note purchase agreement contain a number
of financial covenants that will require Ag
Growth to meet certain financial ratios and
financial tests. A failure to comply with these
obligations could result in an event of default
which, if not cured or waived, could permit
acceleration of the relevant indebtedness and
trigger financial penalties including a make-
whole provision in the note purchase agreement.
If the indebtedness under the credit facility
and note purchase agreement were to be
accelerated, there can be no assurance that the
assets of Ag Growth would be sufficient to repay
in full that indebtedness. There can also be no
assurance that the credit facility or any other
credit facility will be able to be refinanced.
nEW ACCOuntinG
PROnOunCEMEntS
In June 2012, the IASB issued Consolidated
Financial Statements, Joint Arrangements
and Disclosures of Interest in Other Entities:
Transition Guidance (Amendments to IFRS 10,
IFRS 11, and IFRS 12). The amendments clarify
the transition guidance in IFRS 10 and provide
additional transition relief for all three standards
by limiting the requirement to provide adjusted
comparative information to only the preceding
comparative period. The amendments are
effective for annual periods beginning on or after
January 1, 2013. The Company will apply these
amendments along with the adoption of IFRS 10,
11 and 12 on January 1, 2013.
Additional new or amended accounting
standards that have been previously issued by
the IASB but are not yet effective, and have not
been applied by the Company, are as outlined
in Note 5 of the 2012 annual consolidated
financial statements.
DiSClOSuRE COntROlS
AnD PROCEDuRES AnD
intERnAl COntROlS
Disclosure controls and procedures are
designed to provide reasonable assurance that
all relevant information is gathered and reported
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to senior management, including Ag Growth’s
Chief Executive Officer and Chief Financial
Officer, on a timely basis so that appropriate
decisions can be made regarding
public disclosure.
Management of Ag Growth is responsible
for designing internal controls over financial
reporting for the Company as defined
under National Instrument 52-109 issued
by the Canadian Securities Administrators.
Management has designed such internal
controls over financial reporting, or caused
them to be designed under their supervision,
to provide reasonable assurance regarding
the reliability of financial reporting and the
preparation of the financial statements for
external purposes in accordance with IFRS.
There have been no material changes in
Ag Growth’s internal controls over financial
reporting that occurred in the three month
period ended December 31, 2012, that have
materially affected, or are reasonably likely to
materially affect, the Company’s internal controls
over financial reporting.
nOn-ifRS MEASuRES
In analyzing our results, we supplement our
use of financial measures that are calculated
and presented in accordance with IFRS, with
a number of non-IFRS financial measures
including “EBITDA”, “Adjusted EBITDA”,
“gross margin”, “funds from operations”,
“payout ratio” and “trade sales”. A non-IFRS
financial measure is a numerical measure of
a company’s historical performance, financial
position or cash flow that excludes (includes)
amounts, or is subject to adjustments that have
the effect of excluding (including) amounts,
that are included (excluded) in most directly
comparable measures calculated and presented
in accordance with IFRS. Non-IFRS financial
measures are not standardized; therefore, it
may not be possible to compare these financial
measures with other companies’ non-IFRS
financial measures having the same or similar
businesses. We strongly encourage investors
to review our consolidated financial statements
and publicly filed reports in their entirety and not
to rely on any single financial measure.
We use these non-IFRS financial measures
in addition to, and in conjunction with, results
presented in accordance with IFRS. These non-
IFRS financial measures reflect an additional
way of viewing aspects of our operations that,
when viewed with our IFRS results and the
accompanying reconciliations to corresponding
IFRS financial measures, may provide a more
complete understanding of factors and trends
affecting our business.
In the MD&A, we discuss the non-IFRS financial
measures, including the reasons that we believe
that these measures provide useful information
regarding our financial condition, results of
operations, cash flows and financial position,
as applicable and, to the extent material, the
additional purposes, if any, for which these
measures are used. Reconciliations of non-
IFRS financial measures to the most directly
comparable IFRS financial measures are
contained in the MD&A.
Management believes that the Company’s
financial results may provide a more complete
understanding of factors and trends affecting
our business and be more meaningful to
management, investors, analysts and other
interested parties when certain aspects of
our financial results are adjusted for the gain
(loss) on foreign exchange and other operating
expenses and income. This measurement is a
non-IFRS measurement. Management uses the
non-IFRS adjusted financial results and non-IFRS
financial measures to measure and evaluate
the performance of the business and when
discussing results with the Board of Directors,
analysts, investors, banks and other
interested parties.
References to “EBITDA” are to profit before
income taxes, finance costs, amortization,
depreciation, and goodwill and intangible
impairment. References to “adjusted EBITDA”
are to EBITDA before the gain (loss) on foreign
exchange, gains or losses on the sale of
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property, plant & equipment and expenses
related to corporate acquisition activity.
Management believes that, in addition to profit
or loss, EBITDA and adjusted EBITDA are
useful supplemental measures in evaluating the
Company’s performance. Management cautions
investors that EBITDA and adjusted EBITDA
should not replace profit or loss as indicators
of performance, or cash flows from operating,
investing, and financing activities as a measure
of the Company’s liquidity and cash flows.
References to “trade sales” are to sales net of
the gain or loss on foreign exchange. References
to “gross margin” are to trade sales less cost of
sales net of the depreciation and amortization
included in cost of sales. Management cautions
investors that trade sales should not replace
sales as an indicator of performance.
References to “funds from operations” are
to cash flow from operating activities before
the net change in non-cash working capital
balances related to operations and stock-
based compensation, less maintenance capital
expenditures and adjusted for the gain or loss
on the sale of property, plant & equipment.
Management believes that, in addition to cash
provided by (used in) operating activities, funds
from operations provide a useful supplemental
measure in evaluating its performance.
References to “payout ratio” are to dividends
declared as a percentage of funds
from operations.
fORWARD-lOOKinG
StAtEMEntS
This MD&A contains forward-looking statements
that reflect our expectations regarding the future
growth, results of operations, performance,
business prospects, and opportunities of the
Company. Forward-looking statements may
contain such words as “anticipate”, “believe”,
“continue”, “could”, “expects”, “intend”,
“plans”, “will” or similar expressions suggesting
future conditions or events. In particular, the
forward looking statements in this MD&A
include statements relating to the benefits of
acquisitions including the acquisition of Airlanco
(see “Acquisitions in Fiscal 2011”), our business
and strategy, including our outlook for our
financial and operating performance, growth
in sales to developing markets, the benefits of
the expansion of the Company’s grain storage
product line, the future contribution of that plant
to our operating and financial performance, the
effect of crop conditions in our market areas,
the effect of current economic conditions and
macroeconomic trends on the demand for our
products, expectations regarding pricing for
agricultural commodities, our working capital
and capital expenditure requirements, capital
resources, future sales and adjusted EBITDA
and the payment of dividends. Such forward-
looking statements reflect our current beliefs
and are based on information currently available
to us, including certain key expectations and
assumptions concerning anticipated financial
performance, business prospects, strategies,
product pricing, regulatory developments,
tax laws, the sufficiency of budgeted capital
expenditures in carrying out planned activities,
foreign exchange rates and the cost of materials,
labour and services. Forward-looking statements
involve significant risks and uncertainties. A
number of factors could cause actual results to
differ materially from results discussed in the
forward-looking statements, including changes
in international, national and local business
conditions, weather patterns, crop yields, crop
conditions, seasonality, industry cyclicality,
volatility of production costs, commodity prices,
the cost and availability of capital, foreign
exchange rates, and competition. These risks
and uncertainties are described under “Risks
and Uncertainties” in this MD&A and in our
most recently filed Annual Information Form.
We cannot assure readers that actual results
will be consistent with these forward-looking
statements and we undertake no obligation to
update such statements except as expressly
required by law.
ADDitiOnAl infORMAtiOn
Additional information relating to Ag Growth,
including Ag Growth’s most recent Annual
Information Form, is available on SEDAR
(www.sedar.com).
2012 ANNUAL REPORT 34
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management’s discussion & analysis 07
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COnSOliDAtED finAnCiAl StAtEMEntS
inDEPEnDEnt
AuDitORS’ REPORt
To the Shareholders of Ag Growth
International Inc.
We have audited the accompanying
consolidated financial statements of
Ag Growth International Inc., which comprise
the consolidated statements of financial
position as at December 31, 2012 and
2011, and the consolidated statements of
income, comprehensive income, changes
in shareholders’ equity and cash flows for
the years then ended, and a summary of
significant accounting policies and other
explanatory information.
MAnAGEMEnt’S
RESPOnSiBility fOR
tHE COnSOliDAtED
finAnCiAl StAtEMEntS
Management is responsible for the preparation
and fair presentation of these consolidated
financial statements in accordance with
International Financial Reporting Standards,
and for such internal control as management
determines is necessary to enable the
preparation of consolidated financial statements
that are free from material misstatement,
whether due to fraud or error.
AuDitORS’ RESPOnSiBility
Our responsibility is to express an opinion on
these consolidated financial statements based
on our audits. We conducted our audits in
accordance with Canadian generally accepted
auditing standards. Those standards require
that we comply with ethical requirements
and plan and perform the audit to obtain
reasonable assurance about whether the
consolidated financial statements are free from
material misstatement.
An audit involves performing procedures to
obtain audit evidence about the amounts
and disclosures in the consolidated financial
statements. The procedures selected depend on
the auditors’ judgment, including the assessment
of the risks of material misstatement of the
consolidated financial statements, whether
due to fraud or error. In making those risk
assessments, the auditors consider internal
control relevant to the entity’s preparation and
fair presentation of the consolidated financial
statements in order to design audit procedures
that are appropriate in the circumstances, but
not for the purpose of expressing an opinion
on the effectiveness of the entity’s internal
control. An audit also includes evaluating the
appropriateness of accounting policies used
and the reasonableness of accounting estimates
made by management, as well as evaluating
the overall presentation of the consolidated
financial statements.
We believe that the audit evidence we
have obtained in our audits is sufficient
and appropriate to provide a basis for our
audit opinion.
OPiniOn
In our opinion, the consolidated financial
statements present fairly, in all material
respects, the financial position of Ag Growth
International Inc. as at December 31, 2012 and
2011, and its financial performance and its cash
flows for the years then ended in accordance
with International Financial Reporting Standards.
Winnipeg, Canada,
March 13, 2013.
Chartered Accountants
2012 ANNUAL REPORT 36
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05
COnSOliDAtED StAtEMEntS Of finAnCiAl POSitiOn
(in thousands of Canadian dollars)
As at December 31
ASSEtS [note 22]
Current assets
Cash and cash equivalents [note 15]
Restricted cash [note 16]
Accounts receivable [note 17]
Inventory [note 18]
Prepaid expenses and other assets
Income taxes recoverable
Derivative instruments [note 27]
non-current assets
Property, plant and equipment, net [note 9]
Goodwill [note 11]
Intangible assets, net [note 10]
Available-for-sale investment [note 14]
Derivative instruments [note 27]
Deferred tax asset [note 25]
Assets held for sale [note 13]
total assets
2012
$
2,171
34
51,856
58,513
1,645
900
1,377
116,496
80,854
63,399
72,777
2,000
234
33,621
252,885
1,101
370,482
2011
$
6,839
2,439
49,691
64,558
2,720
1,506
—
127,753
83,434
65,876
75,510
2,800
—
38,092
265,712
1,101
394,566
financial statements 07
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2012
2011
153,447
151,039
(2,590)
(1,875)
5,105
4,108
5,105
5,341
29,626
42,549
189,696
202,159
370,482
394,566
liABilitiES AnD SHAREHOlDERS’ EQuity
2012
2011
Current liabilities
Shareholders’ equity [note 20]
Accounts payable and accrued liabilities [note 24]
17,351
22,264
Common shares
Customer deposits
Dividends payable
Acquisition price, transaction and financing costs
payable [notes 6 and 7]
Current portion of long-term debt [note 22]
Current portion of obligations under finance leases
[note 22]
Current portion of derivative instruments [note 27]
Current portion of share award incentive plan
[note 21]
Provisions [note 19]
non-current liabilities
Long-term debt [note 22]
Convertible unsecured subordinated debentures
[note 23]
Deferred tax liability [note 25]
total liabilities
4,983
2,510
—
7
—
—
—
2,420
8,018
2,509
1,938
16
131
1,828
1,495
2,222
27,271
40,421
34,916
35,824
109,558
107,202
9,041
8,960
153,515
151,986
180,786
192,407
Accumulated other comprehensive loss
Equity component of convertible debentures
Contributed surplus
Retained earnings
total shareholders’ equity
total liabilities and shareholders’ equity
See accompanying notes
On behalf of the Board of Directors:
Bill Lambert
Director
David A. White, CA, ICD.D
Director
2012 ANNUAL REPORT
38
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02
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05
COnSOliDAtED StAtEMEntS Of inCOME
(in thousands of Canadian dollars, except per share amounts)
Year ended December 31
Sales
Cost of goods sold [note 8[d]]
Gross profit
Expenses
2012
$
314,342
219,199
95,143
2011
$
305,932
204,203
101,729
COnSOliDAtED StAtEMEntS Of
COMPREHEnSivE inCOME
(in thousands of Canadian dollars)
Year ended December 31
Profit for the year
Other comprehensive loss
Change in fair value of derivatives designated
2012
$
2011
$
17,188
24,523
Selling, general and administrative [note 8[e]]
56,077
54,826
as cash flow hedges
2,680
(1,556)
Impairment of goodwill [notes 11 and 12]
Other operating income [note 8[a]]
Finance costs [note 8[c]]
Finance expense (income) [note 8[b]]
Profit before income taxes
Income tax expense [note 25]
Current
Deferred
Profit for the year
Profit per share - basic [note 30]
Profit per share - diluted [note 30]
See accompanying notes
1,890
(122)
13,058
(773)
70,130
25,013
3,771
4,054
7,825
—
(100)
12,668
159
67,553
34,176
3,910
5,743
9,653
Losses (gains) on derivatives designated as cash
flow hedges recognized in net earnings in the
current period
Income tax effect on cash flow hedges
Exchange differences on translation of foreign
operations
Gain (loss) on available-for-sale financial assets
[note 14]
Income tax effect on available-for-sale financial
assets
Other comprehensive loss for the year
749
(910)
(4,452)
1,702
(2,646)
2,286
(800)
800
212
(715)
(212)
(1,432)
17,188
24,523
total comprehensive income for the year
16,473
23,091
1.38
1.37
1.97
1.95
See accompanying notes
financial statements
07
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COnSOliDAtED StAtEMEntS Of CHAnGES in SHAREHOlDERS’ EQuity
(in thousands of Canadian dollars)
Year ended December 31, 2012
Equity
component of
convertible
debentures
Contributed
surplus
Retained
earnings
Cash flow
hedge
reserve
foreign
currency
reserve
Available-
for-sale
reserve
$
$
$
$
$
Common
shares
$
As at January 1, 2012
Profit for the year
Other comprehensive income (loss)
Share-based payment transactions [note 21]
Dividends to shareholders [note 20]
151,039
5,105
5,341
42,549
(1,340)
(1,123)
—
—
2,408
—
—
—
—
—
—
—
(1,233)
17,188
—
—
—
(30,111)
—
2,519
—
—
—
(2,646)
—
—
As at December 31, 2012
153,447
5,105
4,108
29,626
1,179
(3,769)
See accompanying notes
total
equity
$
202,159
17,188
(715)
1,175
(30,111)
189,696
$
588
—
(588)
—
—
—
2012 ANNUAL REPORT
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COnSOliDAtED StAtEMEntS Of CHAnGES in SHAREHOlDERS’ EQuity
(in thousands of Canadian dollars)
Year ended December 31, 2011
Equity
component of
convertible
debentures
Contributed
surplus
Retained
earnings
Cash flow
hedge
reserve
foreign
currency
reserve
Available-
for-sale
reserve
$
$
$
$
$
151,376
5,105
6,121
48,135
2,966
(3,409)
Common
shares
$
total
equity
$
210,294
24,523
$
—
—
—
—
115
(452)
—
—
—
—
—
—
—
—
—
(780)
24,523
—
—
—
—
—
(4,306)
2,286
588
(1,432)
—
—
—
—
—
—
—
—
—
115
(1,232)
(30,109)
—
(30,109)
As at January 1, 2011
Profit for the year
Other comprehensive income (loss)
Conversion of subordinated debentures [note 20]
Share-based payment transactions [note 21]
Dividends to shareholders [note 20]
As at December 31, 2011
151,039
5,105
5,341
42,549
(1,340)
(1,123)
588
202,159
See accompanying notes
financial statements
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COnSOliDAtED StAtEMEntS Of CASH flOWS
(in thousands of Canadian dollars)
Year ended December 31
Transfer from (to) cash held in trust and
2,405
(243)
restricted cash
Proceeds from sale of property, plant and
158
500
2012
$
2011
$
OPERAtinG ACtivitiES
Profit before income taxes for the year
25,013
34,176
Add (deduct) items not affecting cash
Depreciation of property, plant and equipment
6,161
Amortization of intangible assets
Impairment of goodwill
3,849
1,890
Translation loss (gain) on foreign exchange
(1,766)
Non-cash component of interest expense
Share-based compensation expense
2,543
1,174
Loss on sale of property, plant and equipment
32
5,418
3,776
—
1,641
2,422
2,038
76
equipment
Development of intangible assets
Transaction and financing costs paid
Cash used in investing activities
finAnCinG ACtivitiES
Repayment of long-term debt
(1,615)
(1,938)
(5,700)
(7)
Repayment of obligations under finance leases
(131)
Issuance of long-term debt
Dividends paid
Finance costs incurred
Purchase of shares in the market under the
long-term incentive plan
—
(30,111)
(313)
—
(1,471)
(433)
(32,801)
(319)
(439)
10,993
(30,109)
—
(3,346)
Cash used in financing activities
(30,562)
(23,220)
38,896
49,547
net decrease in cash and cash equivalents
Net change in non-cash working capital
balances related to operations [note 15]
Settlement of SAIP obligation
Income tax paid
Cash provided by operating activities
invEStinG ACtivitiES
(2,795)
(1,495)
(3,012)
31,594
Acquisition of property, plant and equipment
(4,710)
Acquisition of shares of Tramco, Inc., net of
cash acquired [note 7]
Acquisition of assets of Airlanco Inc. [note 6]
—
—
(14,453)
(1,998)
(5,217)
27,879
(9,254)
(9,930)
(11,970)
during the year
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
(4,668)
6,839
2,171
(28,142)
34,981
6,839
interest paid
10,509
10,259
See accompanying notes
2012 ANNUAL REPORT
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nOtES tO COnSOliDAtED finAnCiAl StAtEMEntS
December 31, 2012 (in thousands of Canadian dollars, except where otherwise noted and per share data)
1. ORGAniZAtiOn
The consolidated financial statements of Ag
Growth International Inc. [“Ag Growth Inc.”]
for the year ended December 31, 2012 were
authorized for issuance in accordance with a
resolution of the directors on March 13, 2013.
Ag Growth International Inc. is a listed company
incorporated and domiciled in Canada, whose
shares are publicly traded at the Toronto Stock
Exchange. The registered office is located at 198
Commerce Drive, Winnipeg, Manitoba, Canada.
2. OPERAtiOnS
Ag Growth conducts business in the grain
handling, storage and conditioning market.
Included in these consolidated financial
statements are the accounts of Ag Growth
Inc. and all of its subsidiary partnerships and
incorporated companies; together, Ag Growth
Inc. and its subsidiaries are referred to as “Ag
Growth” or the “Company”.
3. SuMMARy Of SiGnifiCAnt
ACCOuntinG POliCiES
Statement of compliance
These consolidated financial statements have
been prepared in accordance with International
Financial Reporting Standards [“IFRS”] as issued
by the International Accounting Standards
Board [“IASB”].
Basis of preparation
The consolidated financial statements are
presented in Canadian dollars, which is also the
functional currency of the parent company, Ag
Growth International Inc. All values are rounded
to the nearest thousand. They are prepared on
the historical cost basis, except for derivative
financial instruments and available-for-sale
investment, which are measured at fair value.
The accounting policies set out below have been
applied consistently to all periods presented in
these consolidated financial statements.
Principles of consolidation
The consolidated financial statements include
the accounts of Ag Growth International Inc.
and its wholly owned subsidiaries, Ag Growth
Industries Partnership, AGX Holdings Inc., Ag
Growth Holdings Corp., Westfield Distributing
(North Dakota) Inc., Hansen Manufacturing
Corp. [“Hi Roller”], Union Iron Inc. [“Union Iron”],
Applegate Trucking Inc., Applegate Livestock
Equipment, Inc. [“Applegate”], Airlanco Inc.
[“Airlanco”], Tramco, Inc. [“Tramco”], Tramco
Europe Ltd., Euro-Tramco B.V., Ag Growth Suomi
Oy and Mepu Oy [“Mepu”] as at December 31,
2012. Subsidiaries are fully consolidated from
the date of acquisition, it being the date on
which Ag Growth obtains control, and continue
to be consolidated until the date that such
control ceases. The financial statements of the
subsidiaries are prepared for the same reporting
period as the Company, using consistent
accounting policies. All intra-company balances,
income and expenses and unrealized gains
and losses resulting from intra-company
transactions are eliminated in full.
Business combinations and goodwill
Business combinations are accounted for
using the acquisition method. The cost of an
acquisition is measured as the fair value of the
assets given, equity instruments and liabilities
incurred or assumed at the date of exchange.
Acquisition costs for business combinations
are expensed and included in selling, general
and administrative expenses. Identifiable
assets acquired and liabilities and contingent
liabilities assumed in a business combination are
measured initially at fair values at the date
of acquisition.
Goodwill is initially measured at cost, being the
excess of the cost of the business combination
over Ag Growth’s share in the net fair value of
the acquiree’s identifiable assets, liabilities and
contingent liabilities. Any negative difference
financial statements 07
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43
is recognized directly in the consolidated
statement of income. If the fair values of the
assets, liabilities and contingent liabilities can
only be calculated on a provisional basis, the
business combination is recognized using
provisional values. Any adjustments resulting
from the completion of the measurement
process are recognized within 12 months of the
date of acquisition [“measurement period”].
After initial recognition, goodwill is measured
at cost less any accumulated impairment
losses. For the purpose of impairment testing,
goodwill acquired in a business combination
is, from the acquisition date, allocated to each
of Ag Growth’s cash-generating units [“CGU”]
that are expected to benefit from the synergies
of the combination, irrespective of whether
other assets and liabilities of the acquiree are
assigned to those CGUs. Where goodwill forms
part of a CGU and part of the operating unit is
disposed of, the goodwill associated with the
operation disposed of is included in the carrying
amount of the operation when determining
the gain or loss on disposal of operation. If the
Company reorganizes its reporting structure
in a way that changes the composition of one
or more CGUs to which goodwill has been
allocated, the goodwill is reallocated to the units
affected. Goodwill disposed of or reallocated in
these cases is measured based on the relative
values of the operation disposed of and the
portion of the CGU retained, or the relative fair
value of the part of a CGU allocated to a new
CGU compared to the part remaining in the old
organizational structure.
foreign currency translation
Each entity in Ag Growth determines its own
functional currency and items included in the
financial statements of each entity are measured
using that functional currency.
Transactions in foreign currencies are initially
recorded by Ag Growth entities at their
respective functional currency rates prevailing
at the date of the transaction.
Monetary items are translated at the functional
currency spot rate as of the reporting date.
Exchange differences from monetary items are
recognized in the consolidated statement of
income. Non-monetary items that are not carried
at fair value are translated using the exchange
rates as at the dates of the initial transaction.
Non-monetary items measured at fair value
in a foreign currency are translated using the
exchange rates at the date when the fair value
is determined.
The assets and liabilities of foreign operations
are translated into Canadian dollars at the rate
of exchange prevailing at the reporting date and
their consolidated statements of income are
translated at the monthly rates of exchange. The
exchange differences arising on the translation
are recognized in other comprehensive
income. On disposal of a foreign operation, the
component of other comprehensive income
relating to that particular foreign operation is
recognized in the consolidated statement
of income.
Any goodwill arising on the acquisition of a
foreign operation and any fair value adjustments
to the carrying amounts of assets and liabilities
arising on the acquisition are treated as assets
and liabilities of the foreign operation and
translated at the rate of exchange prevailing at
the reporting date.
Property, plant and equipment
Property, plant and equipment is stated
at cost, net of any accumulated depreciation
and any impairment losses determined. Cost
includes the purchase price, any costs directly
attributable to bringing the asset to the location
and condition necessary and, where relevant,
the present value of all dismantling and
removal costs. Where major components of
property, plant and equipment have different
useful lives, the components are recognized
and depreciated separately. Ag Growth
recognizes in the carrying amount of an item
of property, plant and equipment the cost of
replacing part of such an item when the cost
is incurred and if it is probable that the future
economic benefits embodied with the item
can be reliably measured. All other repair
and maintenance costs are recognized in the
2012 ANNUAL REPORT 44
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consolidated statement of income as an expense
when incurred.
depreciated over the estimated useful life of the
different components replaced.
Depreciation is calculated on a straight-line
basis over the estimated useful lives of the
assets as follows:
Buildings and building
components
Manufacturing equipment
Computer hardware
Leasehold improvements
20 - 60 years
10 - 20 years
5 years
Over the
lease period
Equipment under finance leases
10 years
Furniture and fixtures
Vehicles
5 - 10 years
4 - 16 years
An item of property, plant and equipment
and any significant part initially recognized
is derecognized upon disposal or when no
future economic benefits are expected from
its use or disposal. Any gain or loss arising on
derecognition of the asset is included in the
consolidated statement of income when the
asset is derecognized.
The assets’ useful lives and methods of
depreciation of assets are reviewed at each
financial year-end, and adjusted prospectively,
if appropriate. No depreciation is taken on
construction in progress until the asset is placed
in use. Amounts representing direct costs
incurred for major overhauls are capitalized and
leases
The determination of whether an arrangement
is, or contains, a lease is based on whether
fulfillment of the arrangement is dependent
on the use of a specific asset or assets or the
arrangement conveys a right to use the asset.
Finance leases, which transfer to Ag Growth
substantially all the risks and benefits incidental
to ownership of the leased item, are capitalized
at the commencement of the lease at the fair
value of the leased property or, if lower, at the
present value of the minimum lease payments.
Lease payments are apportioned between
finance charges and reduction of the lease
liability so as to achieve a constant rate of
interest on the remaining balance of the liability.
Finance charges are recognized in finance costs
in the consolidated statement of income.
Leased assets are depreciated over the
useful life of the asset. However, if there is no
reasonable certainty that Ag Growth will obtain
ownership by the end of the lease term, the
asset is depreciated over the shorter of
the estimated useful life of the asset and the
lease term.
Operating lease payments are recognized as an
expense in the consolidated statement of income
on a straight-line basis over the lease term.
Borrowing costs
Borrowing costs directly attributable to the
acquisition, construction or production of an
asset that necessarily takes a substantial period
of time, which Ag Growth considers to be 12
months or more, to get ready for its intended use
or sale, are capitalized as part of the cost of the
respective assets. All other borrowing costs are
expensed in the period they occur.
intangible assets
Intangible assets acquired separately are
measured on initial recognition at cost. The
cost of intangible assets acquired in a business
combination is its fair value at the date of
acquisition. Following initial recognition,
intangible assets are carried at cost less any
accumulated amortization and any accumulated
impairment losses. The useful lives of intangible
assets are assessed as either finite or indefinite.
Intangible assets with finite useful lives are
amortized over the useful economic life and
assessed for impairment whenever there is
an indication that the intangible asset may
be impaired. The amortization method and
amortization period of an intangible asset with
a finite useful life is reviewed at least annually.
Changes in the expected useful life or the
expected pattern of consumption of future
economic benefits embodied in the asset are
accounted for by changing the amortization
period or method, as appropriate, and are
financial statements 07
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treated as changes in accounting estimates.
The amortization expense on intangible
assets with finite lives is recognized in the
consolidated statement of income in the
expense category consistent with the function
of the intangible assets.
Intangible assets with indefinite useful lives,
which include brand names, are not amortized,
but are tested for impairment annually, either
individually or at the CGU level. The assessment
of indefinite life is reviewed annually to
determine whether the indefinite life continues
to be supportable. If not, the change in useful
life from indefinite to finite is made on a
prospective basis.
Internally generated intangible assets are
capitalized when the product or process is
technically and commercially feasible and Ag
Growth has sufficient resources to complete
development. The cost of an internally
generated intangible asset comprises all directly
attributable costs necessary to create, produce
and prepare the asset to be capable of operating
in the manner intended by management.
Expenditures incurred to develop new demos
and prototypes are recorded at cost as internally
generated intangible assets. Amortization of the
internally generated intangible assets begins
when the development is complete and the asset
is available for use and it is amortized over the
period of expected future benefit. Amortization
is recorded in cost of goods sold. During the
period of development, the asset is tested for
impairment at least annually.
Finite life intangible assets are amortized on a
straight-line basis over the estimated useful lives
of the related assets as follows:
Patents
Distribution networks
Demos and prototypes
Order backlog
Software
8 years
8 - 25 years
3 - 15 years
3 - 6 months
8 years
Gains or losses arising from derecognition of an
intangible asset are measured as the difference
between the net disposal proceeds and the
carrying amount of the asset and are recognized
in the consolidated statement of income when
the asset is derecognized.
impairment of non-financial assets
Ag Growth assesses at each reporting date whether
there is an indication that an asset may be impaired.
If such an indication exists, or when annual testing
for an asset is required, Ag Growth estimates the
asset’s recoverable amount. The recoverable
amount of goodwill as well as intangible assets not
yet available for use is estimated at least annually on
December 31. The recoverable amount is the higher
of an asset’s or CGU’s fair value less costs to sell and
its value in use.
Value in use is determined by discounting estimated
future cash flows using a pre-tax discount rate
that reflects the current market assessment of the
time value of money and the specific risks of the
asset. In determining fair value less costs to sell,
recent market transactions are taken into account,
if available. If no such transactions can be identified,
an appropriate valuation model is used. The
recoverable amount of assets that do not generate
independent cash flows is determined based on the
CGU to which the asset belongs.
Ag Growth bases its impairment calculation on
detailed budgets and forecast calculations that are
prepared separately for each of Ag Growth’s CGUs
to which the individual assets are allocated. These
budgets and forecast calculations generally cover
a period of five years. For periods after five years, a
terminal value approach is used.
An impairment loss is recognized in the
consolidated statement of income if an asset’s
carrying amount or that of the CGU to which it is
allocated is higher than its recoverable amount.
Impairment losses of CGUs are first charged
against the carrying value of the goodwill
balance included in the CGU and then against
the value of the other assets, in proportion
to their carrying amount. In the consolidated
statement of income, the impairment losses
are recognized in those expense categories
consistent with the function of the impaired
asset. For assets other than goodwill, an
assessment is made at each reporting date
as to whether there is any indication that
previously recognized impairment losses may
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no longer exist or may have decreased. If
such indication exists, Ag Growth estimates
the asset’s or CGU’s recoverable amount.
A previously recognized impairment loss is
reversed only if there has been a change in
the assumptions used to determine the asset’s
recoverable amount since the last impairment
loss was recognized. The reversal is limited
so that the carrying amount of the asset
does not exceed its recoverable amount, nor
exceed the carrying amount that would have
been determined, net of depreciation, had no
impairment loss been recognized for the
asset or CGU in prior years. Such a reversal
is recognized in the consolidated statement
of income.
Goodwill is tested for impairment annually as at
December 31 and when circumstances indicate
that the carrying value may be impaired.
Impairment is determined for goodwill by
assessing the recoverable amount of each
CGU to which the goodwill relates. Where
the recoverable amount of the CGU is less
than its carrying amount, an impairment loss
is recognized. Impairment losses relating to
goodwill cannot be reversed in future periods.
Intangible assets with indefinite useful lives are
tested for impairment annually as at December
31, either individually or at the CGU level, as
appropriate, and when circumstances indicate
that the carrying value may be impaired.
Cash and cash equivalents
All highly liquid temporary cash investments
with an original maturity of three months
or less when purchased are considered to
be cash equivalents. For the purpose of the
consolidated statement of cash flows, cash
and cash equivalents consist of cash and
money market funds, net of outstanding
bank overdrafts.
inventory
Inventory is comprised of raw materials and
finished goods. Inventory is valued at the
lower of cost and net realizable value, using a
first-in, first-out basis. For finished goods, costs
include all direct costs incurred in production,
including direct labour and materials, freight,
directly attributable manufacturing overhead
costs based on normal operating capacity and
property, plant and equipment depreciation.
Inventories are written down to net realizable
value when the cost of inventories is estimated
to be unrecoverable due to obsolescence,
damage or declining selling prices. Net
realizable value is the estimated selling price in
the ordinary course of business, less estimated
costs of completion and the estimated
costs necessary to make the sale. When
the circumstances that previously caused
inventories to be written down below cost no
longer exist, or when there is clear evidence of
an increase in selling prices, the amount of the
write-down previously recorded is reversed.
financial instruments
Financial assets and liabilities
Ag Growth classifies its financial assets
as [i] financial assets at fair value through
profit or loss, [ii] loans and receivables or [iii]
available-for-sale, and its financial liabilities
as either [i] financial liabilities at fair value
through profit or loss [“FVTPL”] or [ii] other
financial liabilities. Derivatives are designated
as hedging instruments in an effective hedge,
as appropriate. Appropriate classification of
financial assets and liabilities is determined
at the time of initial recognition or when
reclassified in the consolidated statement of
financial position.
All financial instruments are recognized initially
at fair value plus, in the case of investments
and liabilities not at fair value through profit
or loss, directly attributable transaction costs.
Financial instruments are recognized on the
trade date, which is the date on which Ag
Growth commits to purchase or sell the asset.
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Financial assets at fair value through
profit or loss
Financial assets at FVTPL include financial
assets held-for-trading and financial assets
designated upon initial recognition at FVTPL.
Financial assets are classified as held-for-
trading if they are acquired for the purpose of
selling or repurchasing in the near term. This
category includes cash and cash equivalents
and derivative financial instruments entered into
that are not designated as hedging instruments
in hedge relationships as defined by IAS 39.
Financial assets at FVTPL are carried in the
consolidated statement of financial position
at fair value with changes in the fair value
recognized in finance income or finance costs
in the consolidated statement of income.
Ag Growth has currently not designated
any financial assets upon initial recognition
as FVTPL.
Derivatives embedded in host contracts
are accounted for as separate derivatives
and recorded at fair value if their economic
characteristics and risks are not closely
related to those of the host contracts and the
host contracts are not held-for-trading. These
embedded derivatives are measured at fair
value with changes in fair value recognized
in the consolidated statement of income.
Reassessment only occurs if there is a change
in the terms of the contract that significantly
modifies the cash flows that would otherwise
be required.
Loans and receivables
Loans and receivables are non-derivative
financial assets with fixed or determinable
payments that are not quoted in an active
market. Assets in this category include
receivables. Loans and receivables are initially
recognized at fair value plus transaction costs.
They are subsequently measured at amortized
cost using the effective interest method less any
impairment. The effective interest amortization is
included in finance income in the consolidated
statement of income. The losses arising from
impairment are recognized in the consolidated
statement of income in finance costs.
Available-for-sale financial investments
Available-for-sale financial investments include
equity and debt securities. Equity investments
classified as available-for-sale are those which
are neither classified as held-for-trading nor
designated at FVTPL. Debt securities in this
category are those which are intended to be
held for an indefinite period of time and which
may be sold in response to needs for liquidity or
in response to changes in the market conditions.
After initial measurement, available-for-
sale financial investments are subsequently
measured at fair value with unrealized gains
or losses recognized as other comprehensive
income in the available-for-sale reserve until the
investment is derecognized, at which time the
cumulative gain or loss is recognized in other
operating income, or determined to be impaired,
at which time the cumulative loss is reclassified
to the consolidated statement of income in
finance costs and removed from the available-
for-sale reserve.
For a financial asset reclassified out of the
available-for-sale category, any previous gain
or loss on that asset that has been recognized
in equity is amortized to profit or loss over
the remaining life of the investment using
the effective interest method. Any difference
between the new amortized cost and the
expected cash flows is also amortized over the
remaining life of the asset using the effective
interest method. If the asset is subsequently
determined to be impaired, then the amount
recorded in equity is reclassified to the
consolidated statement of income.
Derecognition
A financial asset is derecognized when the
rights to receive cash flows from the asset have
expired or when Ag Growth has transferred its
rights to receive cash flows from the asset.
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Impairment of financial assets
Ag Growth assesses at each reporting date
whether there is any objective evidence that
a financial asset or a group of financial assets
is impaired. A financial asset is deemed to
be impaired if, and only if, there is objective
evidence of impairment as a result of one or
more events that has occurred after the initial
recognition of the asset [an incurred “loss
event”] and that loss event has an impact on
the estimated future cash flows of the financial
asset or the group of financial assets that can be
reliably estimated.
For financial assets carried at amortized
cost, Ag Growth first assesses individually
whether objective evidence of impairment
exists individually for financial assets that
are individually significant, or collectively
for financial assets that are not individually
significant. If Ag Growth determines that no
objective evidence of impairment exists for
an individually assessed financial asset, it
includes the asset in a group of financial assets
with similar credit risk characteristics and
collectively assesses them for impairment.
Assets that are individually assessed for
impairment and for which an impairment
loss is, or continues to be, recognized
are not included in a collective assessment
of impairment.
If there is objective evidence that an impairment
loss has occurred, the amount of the loss
is measured as the difference between the
asset’s carrying amount and the present value
of estimated future cash flows. The present
value of the estimated future cash flows is
discounted at the financial asset’s original
effective interest rate.
The carrying amount of the asset is reduced
through the use of an allowance account and
the amount of the loss is recognized in profit or
loss. Interest income continues to be accrued
on the reduced carrying amount and is accrued
using the rate of interest used to discount the
future cash flows for the purpose of measuring
the impairment loss. The interest income is
recorded as part of finance income in the
consolidated statement of income.
Loans and receivables, together with the
associated allowance, are written off when
there is no realistic prospect of future
recovery. If, in a subsequent year, the amount
of the estimated impairment loss increases or
decreases because of an event occurring after
the impairment was recognized, the previously
recognized impairment loss is increased or
reduced by adjusting the allowance account.
If a write-off is later recovered, the recovery is
credited to finance costs in the consolidated
statement of income.
For available-for-sale financial investments,
Ag Growth assesses at each reporting date
whether there is objective evidence that an
investment or a group of investments is impaired.
In the case of equity investments classified as
available-for-sale, objective evidence would
include a significant or prolonged decline in
the fair value of the investment below its cost.
“Significant” is evaluated against the original
cost of the investment and “prolonged” against
the period in which the fair value has been
below its original cost. Where there is evidence
of impairment, the cumulative loss – measured
as the difference between the acquisition cost
and the current fair value, less any impairment
loss on that investment previously recognized
in the consolidated statement of income – is
removed from other comprehensive income
and recognized in the consolidated statement
of income. Impairment losses on equity
investments are not reversed through the
consolidated statement of income; increases in
their fair value after impairment are recognized
directly in other comprehensive income. In the
case of debt instruments classified as available-
for-sale, impairment is assessed based on the
same criteria as financial assets carried at
amortized cost. However, the amount recorded
for impairment is the cumulative loss measured
as the difference between the amortized cost
and the current fair value, less any impairment
loss on that investment previously recognized
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in the consolidated statement of income. If,
in a subsequent year, the fair value of a debt
instrument increases and the increase can
be objectively related to an event occurring
after the impairment loss was recognized
in the consolidated statement of income,
the impairment loss is reversed through the
consolidated statement of income.
Financial liabilities at FVTPL
Financial liabilities at FVTPL include financial
liabilities held-for-trading and financial liabilities
designated upon initial recognition at FVTPL.
Financial liabilities are classified as held-for-
trading if they are acquired for the purpose of
selling in the near term. This category includes
derivative financial instruments entered into by
the Company that are not designated as hedging
instruments in hedge relationships as defined
by IAS 39.
Gains or losses on liabilities held-for-trading
are recognized in the consolidated statement
of income.
Ag Growth has not designated any financial
liabilities upon initial recognition as FVTPL.
Other financial liabilities
Financial liabilities are measured at amortized
cost using the effective interest rate method.
Financial liabilities include long-term debt
issued, which is initially measured at fair
value, which is the consideration received,
net of transaction costs incurred, net of equity
component. Transaction costs related to the
long-term debt instruments are included in the
value of the instruments and amortized using
the effective interest rate method. The effective
interest expense is included in finance costs in
the consolidated statement of income.
Derecognition
A financial liability is derecognized when the
obligation under the liability is discharged or
cancelled or expires.
When an existing financial liability is replaced by
another from the same lender on substantially
different terms, or the terms of an existing
liability are substantially modified, such an
exchange or modification is treated as a
derecognition of the original liability and the
recognition of a new liability, and the difference
in the respective carrying amounts is recognized
in the consolidated statement of income.
Interest income
For all financial instruments measured at
amortized cost, interest income or expense is
recorded using the effective interest method,
which is the rate that exactly discounts the
estimated future cash payments or receipts
through the expected life of the financial
instrument or a shorter period, where
appropriate, to the net carrying amount of the
financial asset or liability. Interest income is
included in finance income in the consolidated
statement of income.
Derivative instruments and
hedge accounting
Ag Growth uses derivative financial instruments
such as forward currency contracts and interest
rate swaps to hedge its foreign currency risk
and interest rate risk. Such derivative financial
instruments are initially recognized at fair value
on the date on which a derivative contract is
entered into and are subsequently remeasured
at fair value. Derivatives are carried as financial
assets when the fair value is positive and as
financial liabilities when the fair value
is negative.
Ag Growth analyzes all of its contracts, of
both a financial and non-financial nature, to
identify the existence of any “embedded”
derivatives. Embedded derivatives are
accounted for separately from the host contract
at the inception date when their risks and
characteristics are not closely related to those
of the host contracts and the host contracts are
not carried at fair value.
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Any gains or losses arising from changes in the
fair value of derivatives are recorded directly in
the consolidated statement of income, except for
the effective portion of cash flow hedges, which
is recognized in other comprehensive income.
For the purpose of hedge accounting, hedges
are classified as:
• Fair value hedges when hedging the exposure
to changes in the fair value of a recognized
asset or liability or an unrecognized firm
commitment [except for foreign currency risk].
• Cash flow hedges when hedging exposure
to variability in cash flows that is either
attributable to a particular risk associated
with a recognized asset or liability or a highly
probable forecast transaction or the foreign
currency risk in an unrecognized
firm commitment.
At the inception of a hedge relationship, Ag
Growth formally designates and documents
the hedge relationship to which Ag Growth
wishes to apply hedge accounting and the
risk management objective and strategy for
undertaking the hedge. The documentation
includes identification of the hedging instrument,
the hedged item or transaction, the nature of
the risk being hedged and how the entity will
assess the effectiveness of changes in the
hedging instrument’s fair value in offsetting
the exposure to changes in the cash flows
attributable to the hedged risk. Such hedges
are expected to be highly effective in achieving
offsetting changes in cash flows and are
assessed on an ongoing basis to determine
whether they have been highly effective
throughout the financial reporting periods for
which they were designated.
Hedges that meet the strict criteria for hedge
accounting are accounted for as follows:
Cash flow hedges
The effective portion of the gain or loss on the
hedging instrument is recognized directly as
other comprehensive income in the cash flow
hedge reserve, while any ineffective portion
is recognized immediately in the consolidated
statement of income in other operating income
or expenses. Amounts recognized as other
comprehensive income are transferred to the
consolidated statement of income when the
hedged transaction affects profit or loss, such as
when the hedged financial income or financial
expense is recognized or when a forecast sale
occurs. Where the hedged item is the cost of a
non-financial asset or non-financial liability, the
amounts recognized as other comprehensive
income are transferred to the initial carrying
amount of the non-financial asset or liability.
If the forecast transaction or firm commitment
is no longer expected to occur, the cumulative
gain or loss previously recognized in equity
is transferred to the consolidated statement
of income. If the hedging instrument expires
or is sold, terminated or exercised without
replacement or rollover, or if its designation as
a hedge is revoked, any cumulative gain or loss
previously recognized in other comprehensive
income remains in other comprehensive income
until the forecast transaction or firm commitment
affects profit or loss.
Ag Growth uses primarily forward currency
contracts as hedges of its exposure to foreign
currency risk in forecast transactions and
firm commitments.
Offsetting of financial instruments
Financial assets and financial liabilities are offset
and the net amount reported in the consolidated
statement of financial position if, and only if, there
is a currently enforceable legal right to offset the
recognized amounts and there is an intention to
settle on a net basis, or to realize the assets and
settle the liabilities simultaneously.
fair value of financial instruments
Fair value is the estimated amount that Ag
Growth would pay or receive to dispose of these
contracts in an arm’s length transaction between
knowledgeable, willing parties who are under
no compulsion to act. The fair value of financial
instruments that are traded in active markets at
each reporting date is determined by reference to
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quoted market prices, without any deduction for
transaction costs.
the provision due to the passage of time is
recognized as a finance cost.
For financial instruments not traded in an
active market, the fair value is determined
using appropriate valuation techniques that
are recognized by market participants. Such
techniques may include using recent arm’s length
market transactions, reference to the current fair
value of another instrument that is substantially
the same, discounted cash flow analysis or other
valuation models.
Provisions
Provisions are recognized when Ag Growth
has a present obligation, legal or constructive,
as a result of a past event, it is probable that
an outflow of resources embodying economic
benefits will be required to settle the obligation
and a reliable estimate can be made of the
amount of the obligation. Where Ag Growth
expects some or all of a provision to be
reimbursed, for example under an insurance
contract, the reimbursement is recognized
as a separate asset but only when the
reimbursement is virtually certain. The expense
relating to any provision is presented in the
consolidated statement of income, net of any
reimbursement. If the effect of the time value
of money is material, provisions are discounted
using a current pre-tax rate that reflects, where
appropriate, the risks specific to the liability.
Where discounting is used, the increase in
Warranty provisions
Provisions for warranty-related costs are
recognized when the product is sold or
service provided. Initial recognition is based
on historical experience.
Profit per share
The computation of profit per share is based on
the weighted average number of shares
outstanding during the period. Diluted profit Per
share is computed in a similar way to basic profit
per share except that the weighted average shares
outstanding are increased to include Additional
shares assuming the exercise of share options,
share appreciation rights and convertible debt
options, if dilutive.
Revenue recognition
Revenue is recognized to the extent that it is
probable that the economic benefits will flow to Ag
Growth and the revenue can be reliably measured,
regardless of when the payment is being made.
Revenue is measured at the fair value of the
consideration received or receivable, taking into
account contractually defined terms of payment
and excluding taxes or duty. Ag Growth assesses
its revenue arrangements against specific criteria
in order to determine if it is acting as principal or
agent. Ag Growth has concluded that it is acting as
a principal in all of its revenue arrangements. The
following specific recognition criteria must also be
met before revenue is recognized:
Sale of goods
Revenue from the sale of goods is in general
recognized when significant risks and rewards
of ownership are transferred to the customer.
Ag Growth generally recognizes revenue when
products are shipped, free on board shipping
point; the customer takes ownership and
assumes risk of loss; collection of the related
receivable is probable; persuasive evidence of an
arrangement exists; and, the sales price is fixed
or determinable. 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.
In transactions involving the sale of specific
customer products, Ag Growth applies layaway
sales accounting. Under layaway sales, Ag
Growth recognizes revenue prior to the product
being shipped, provided the following criteria are
met as of the reporting date:
• The goods are ready for delivery to the
customer; this implies the goods have been
produced to the specifications of the customer
and Ag Growth has assessed, through its
quality control processes, that the goods
comply with the specifications;
• A deposit of more than 80% of the total
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contract value for the respective goods has
been received;
• The goods are specifically identified for the
customer in Ag Growth’s inventory tracking
system; and
• Ag Growth does not have any other obligation
than to ship the product, or to store the product
until the customer picks it up.
Bill and hold
Ag Growth applies bill and hold sales
accounting. Under bill and hold sales, Ag Growth
recognizes revenue when the buyer takes title,
provided the following criteria are met as of the
reporting date:
• It is probable that delivery will be made;
• The item is on hand, identified and ready for
delivery to the buyer at the time the sale
is recognized;
• The buyer specifically acknowledges the
deferred delivery instructions; and
• The usual payment terms apply.
Construction contracts
Ag Growth from time to time enters into
arrangements with its customers that are
considered construction contracts. These
contracts [or a combination of contracts] are
specifically negotiated for the construction of an
asset or a combination of assets that are closely
interrelated or interdependent in terms of their
design, technology and function or their ultimate
purpose or use.
Ag Growth principally operates fixed price
contracts. If the outcome of such a contract
can be reliably measured, revenue associated
with the construction contract is recognized
by reference to the stage of completion of the
contract activity at period-end [the percentage
of completion method].
The outcome of a construction contract can be
estimated reliably when: [i] the total contract
revenue can be measured reliably; [ii] it is
probable that the economic benefits associated
with the contract will flow to the entity; [iii] the
costs to complete the contract and the stage of
completion can be measured reliably; and [iv]
the contract costs attributable to the contract
can be clearly identified and measured reliably
so that actual contract costs incurred can be
compared with prior estimates.
When the outcome of a construction contract
cannot be estimated reliably [principally during
early stages of a contract], contract revenue is
recognized only to the extent of costs incurred
that are expected to be recoverable. In applying
the percentage of completion method, revenue
recognized corresponds to the total contract
revenue [as defined above] multiplied by the
actual completion rate based on the proportion
of total contract costs [as defined above]
incurred to date and the estimated costs
to complete.
income taxes
Ag Growth and its subsidiaries are generally
taxable under the statutes of their country
of incorporation.
Current income tax assets and liabilities for the
current and prior period are measured at the
amount expected to be recovered from or paid
to the taxation authorities. The tax rates and
tax laws used to compute the amount are those
that are enacted or substantively enacted at
the reporting date in the countries where Ag
Growth operates and generates taxable income.
Current income tax relating to items recognized
directly in equity is recognized in equity and
not in the consolidated statement of income.
Management periodically evaluates positions
taken in the tax returns with respect to situations
in which applicable tax regulations are subject
to interpretation and establishes provisions
where appropriate.
Ag Growth follows the liability method of
accounting for deferred taxes. Under this
method, income tax liabilities and assets are
recognized for the estimated tax consequences
attributable to the temporary differences
between the carrying value of the assets and
liabilities on the financial statements and their
respective tax bases.
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Deferred tax liabilities are recognized for all
taxable temporary differences, except:
• Where the deferred tax liability arises from
the initial recognition of goodwill or of an
asset or liability in a transaction that is not a
business combination and, at the time of the
transaction, affects neither the accounting
profit nor the taxable profit or loss.
• In respect of taxable temporary differences
associated with investments in subsidiaries,
where the timing of the reversal of the
temporary differences can be controlled and it
is probable that the temporary differences will
not reverse in the foreseeable future.
Deferred tax assets are recognized for all
deductible temporary differences, carryforward
of unused tax credits and unused tax losses, to
the extent that it is probable that taxable profit
will be available against which the deductible
temporary differences and the carryforward of
unused tax credits and unused tax losses can
be utilized.
The carrying amount of deferred tax assets is
reviewed at each reporting date and reduced
to the extent that it is no longer probable that
sufficient taxable profit will be available to
allow all or part of the deferred tax asset to
be utilized. Unrecognized deferred tax assets
are reassessed at each reporting date and are
recognized to the extent that it has become
probable that future taxable profits will allow
the deferred tax asset to be recovered. Deferred
tax assets and liabilities are measured at the
tax rates that are expected to apply in the year
when the asset is realized or the liability is
settled, based on tax rates [and tax laws] that
have been enacted or substantively enacted at
the reporting date.
Deferred tax items are recognized in correlation
to the underlying transaction either in the
consolidated statement of income, other
comprehensive income or directly in equity
Deferred tax assets and deferred tax liabilities
are offset if a legally enforceable right exists
to offset current tax assets against current
income tax liabilities and the deferred taxes
relate to the same taxable entity and the same
taxation authority.
Tax benefits acquired as part of a business
combination, but not satisfying the criteria
for separate recognition at that date, would
be recognized subsequently if information
about facts and circumstances changed.
The adjustment would either be treated as a
reduction to goodwill if it occurred during the
measurement period or in profit or loss, when it
occurs subsequent to the measurement period
Sales tax
Revenues, expenses and assets are recognized
net of the amount of sales tax, except where
the sales tax incurred on a purchase of
assets or services is not recoverable from the
taxation authority, in which case the sales tax
is recognized as part of the cost of acquisition
of the asset or as part of the expense item as
applicable and where receivables and payables
are stated with the amount of sales tax included.
The net amount of sales tax recoverable from,
or payable to, the taxation authority is included
as part of receivables or payables in the
consolidated statement of financial position
Share-based compensation plans
Employees of Ag Growth may receive
remuneration in the form of share-based
payment transactions, whereby employees
render services and receive consideration in
the form of equity instruments [equity-settled
transactions, long-term incentive plan and
directors deferred compensation plan] or
cash [cash-settled transactions, share award
incentive plan]. In situations where equity
instruments are issued and some or all of the
goods or services received by the entity as
consideration cannot be specifically identified,
the unidentified goods or services received are
measured as the difference between the fair
value of the share-based payment transaction
and the fair value of any identifiable goods or
services received at the grant date and are
capitalized or expensed as appropriate.
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Equity-settled transactions
The cost of equity-settled transactions is
recognized, together with a corresponding
increase in other capital reserves, in equity,
over the period in which the performance and/or
service conditions are fulfilled.
The cumulative expense recognized for equity-
settled transactions at each reporting date
until the vesting period reflects the extent to
which the vesting period has expired and Ag
Growth’s best estimate of the number of the
shares that will ultimately vest. The expense or
credit recognized for a period represents the
movement in cumulative expense recognized
as at the beginning and end of that period and
is recognized in the consolidated statement of
income in the respective function line. When
options and other share-based compensation
awards are exercised or exchanged, the
amounts previously credited to contributed
surplus are reversed and credited to
shareholders’ equity. The amount of cash, if any,
received from participants is also credited to
shareholders’ equity.
Where the terms of an equity-settled transaction
award are modified, the minimum expense
recognized is the expense as if the terms had not
been modified, if the original terms of the award
are met. An additional expense is recognized
for any modification that increases the total fair
value of the share-based payment transaction,
or is otherwise beneficial to the employee as
measured at the date of modification.
Where an equity-settled award is cancelled, it is
treated as if it vested on the date of cancellation
and any expense not yet recognized for the
award [being the total expense as calculated at
the grant date] is recognized immediately. This
includes any award where vesting conditions
within the control of either the Company or the
employee are not met. However, if a new award
is substituted for the cancelled award, and
designated as a replacement award on the date
that it is granted, the cancelled and new awards
are treated as if they were a modification of the
original award.
The dilutive effect of outstanding options is
reflected as additional share dilution in the
computation of diluted earnings per share.
Cash-settled transactions
The cost of cash-settled transactions is
measured initially at fair value at the grant date
using the Black-Scholes model. This fair value is
expensed over the period until the vesting date,
with recognition of a corresponding liability.
The liability is remeasured to fair value at each
reporting date up to and including the settlement
date, with changes in fair value recognized in
the consolidated statement of income in the
line of the function the respective employee is
engaged in.
Post-retirement benefit plans
Ag Growth contributes to retirement savings
plans subject to maximum limits per employee.
Ag Growth accounts for such defined
contributions as an expense in the period in
which the contributions are required to be
made. Certain of Ag Growth’s plans classify
as multi-employer plans and would ultimately
provide the employee a defined benefit pension.
However, based upon the evaluation of the
available information, Ag Growth is not required
to account for the plans in accordance with
the defined benefit accounting rules, and
accounts for such plans as it does defined
contribution plans.
Research and development expenses
Research expenses, net of related tax credits,
are charged to the consolidated statement
of income in the period they are incurred.
Development costs are charged to operations in
the period of the expenditure unless they satisfy
the condition for recognition as an internally
generated intangible asset.
Government grants
Government grants are recognized at fair value
where there is reasonable assurance that
the grant will be received and all attaching
conditions will be complied with. Where the
grants relate to an asset, the fair value is
credited to the cost of the asset and is released
financial statements 07
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to the consolidated statement of income over the
expected useful life in a consistent manner with
the depreciation method for the relevant assets.
investment tax credits
Federal and provincial investment tax credits
are accounted for as a reduction of the cost of
the related assets or expenditures in the year in
which the credits are earned and when there is
reasonable assurance that the credits can be
used to recover taxes.
4. SiGnifiCAnt ACCOuntinG
JuDGMEntS, EStiMAtES AnD
ASSuMPtiOnS
The preparation of the consolidated financial
statements requires management to make
judgments, estimates and assumptions that
affect the reported amounts of assets, liabilities,
income, expenses and the disclosure of
contingent liabilities. The estimates and related
assumptions are based on previous experience
and other factors considered reasonable under
the circumstances, the results of which form the
basis of making the assumptions about carrying
values of assets and liabilities that are not
readily apparent from other sources. However,
uncertainty about these assumptions and
estimates could result in outcomes that require
a material adjustment to the carrying amount of
the asset or liability affected in future periods.
The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the
period in which the estimate is revised if the
revision affects only that period, or in the period
of the revision and future periods if the revision
affects both current and future periods. The
key assumptions concerning the future and
other key sources of estimation uncertainty at
the reporting date that have a significant risk of
causing a material adjustment to the carrying
amounts of assets and liabilities within the next
financial year are described below.
impairment of non-financial assets
Ag Growth’s impairment test is based on value
in use or fair value less cost to sell calculations
that use a discounted cash flow model. The
cash flows are derived from the forecast for the
next five years and do not include restructuring
activities to which Ag Growth has not yet
committed or significant future investments that
will enhance the asset’s performance of the CGU
being tested. These calculations require the use
of estimates and forecasts of future cash flows.
Qualitative factors, including market presence
and trends, strength of customer relationships,
strength of local management, strength of debt
and capital markets, and degree of variability
in cash flows, as well as other factors, are
considered when making assumptions with
regard to future cash flows and the appropriate
discount rate. The recoverable amount is most
sensitive to the discount rate, as well as the
forecasted margins and growth rate used for
extrapolation purposes. A change in any of
the significant assumptions or estimates used
to evaluate goodwill and other non-financial
assets could result in a material change to the
results of operations. The key assumptions used
to determine the recoverable amount for the
different CGUs are further explained in note 12.
Development costs
Development costs are capitalized in
accordance with the accounting policy
described in note 3. Initial capitalization of
costs is based on management’s judgment
that technical and economical feasibility is
confirmed, usually when a project has reached
a defined milestone according to an established
project management model.
useful lives of key property, plant and
equipment and intangible assets
The depreciation method and useful lives reflect
the pattern in which management expects the
asset’s future economic benefits to be consumed
by Ag Growth. Refer to note 3 for the estimated
useful lives.
fair value of financial instruments
Where the fair value of financial assets and
financial liabilities recorded in the consolidated
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statement of financial position cannot be derived
from active markets, it is determined using
valuation techniques including the discounted
cash flow models. The inputs to these models
are taken from observable markets where
possible, but where this is not feasible, a degree
of judgment is required in establishing fair
values. The judgments include considerations
of inputs such as liquidity risk, credit risk and
volatility. Changes in assumptions about these
factors could affect the reported fair value of
financial instruments.
Share-based payments
Ag Growth measures the cost of equity-settled
share-based payment transactions with
employees by reference to the fair value of
equity instruments at the grant date, whereas
the fair value of cash-settled share-based
payments is remeasured at every reporting date.
Estimating fair value for share-based payments
requires determining the most appropriate
valuation model for a grant of these instruments,
which is dependent on the terms and conditions
of the grant. This also requires determining the
most appropriate inputs to the valuation model
including the expected life of the option, volatility
and dividend yield.
income taxes
Uncertainties exist with respect to the
interpretation of complex tax regulations,
changes in tax laws and the amount and
timing of future taxable income. Given the wide
range of international business relationships
and the long-term nature and complexity of
existing contractual agreements, differences
arising between the actual results and the
assumptions made, or future changes to
such assumptions, could necessitate future
adjustments to taxable income and expenses
already recorded. Ag Growth establishes
provisions, based on reasonable estimates,
for possible consequences of audits by the tax
authorities of the respective countries in which
it operates. The amount of such provisions is
based on various factors, such as experience of
previous tax audits and differing interpretations
of tax regulations by the taxable entity and the
responsible tax authority.
Such differences of interpretation may arise
on a wide variety of issues, depending on
the conditions prevailing in the respective
company’s domicile. As Ag Growth assesses
the probability for litigation and subsequent
cash outflow with respect to taxes as remote,
no contingent liability has been recognized.
Deferred tax assets are recognized for all
unused tax losses to the extent that it is probable
that taxable profit will be available against
which the losses can be utilized. Significant
management judgment is required to determine
the amount of deferred tax assets that can be
recognized, based upon the likely timing and
the level of future taxable profits together with
future tax planning strategies.
Acquisition accounting
For acquisition accounting purposes, all
identifiable assets, liabilities and contingent
liabilities acquired in a business combination
are recognized at fair value at the date of
acquisition. Estimates are used to calculate the
fair value of these assets and liabilities as of the
date of acquisition. Contingent consideration
resulting from business combinations is valued
at fair value at the acquisition date as part of the
business combination. Where the contingent
consideration meets the definition of a derivative
and, thus, a financial liability, it is subsequently
remeasured to fair value at each reporting date.
The determination of the fair value is based on
discounted cash flows. The key assumptions
take into consideration the probability of
meeting each performance target and the
discount factor.
5. StAnDARDS iSSuED But nOt
yEt EffECtivE
Standards issued but not yet effective up to
the date of issuance of the Company’s financial
statements are listed below. This listing is of
standards and interpretations issued, which the
Company reasonably expects to be applicable
at a future date. The Company intends to adopt
those standards when they become effective.
financial statements 07
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financial instruments: classification
and measurement [“ifRS 9”]
IFRS 9 as issued reflects the first phase of the
IASB’s work on the replacement of the existing
standard for financial instruments [“IAS 39”]
and applies to classification and measurement
of financial assets and liabilities as defined in
IAS 39. The standard is effective for annual
periods beginning on or after January 1, 2015.
In subsequent phases, the IASB will address
classification and measurement of hedge
accounting. The adoption of the first phase of
IFRS 9 will have an effect on the classification
and measurement of Ag Growth’s financial
assets. The Company will quantify the effect in
conjunction with the other phases, when issued,
to present a comprehensive picture.
Employee benefits [“iAS 19”]
On June 16, 2011, the IASB revised IAS 19,
Employee Benefits. The revisions include the
elimination of the option to defer the recognition
of gains and losses, enhancing the guidance
around measurement of plan assets and defined
benefit obligations, streamlining the presentation
of changes in assets and liabilities arising
from defined benefit plans and introduction
of enhanced disclosures for defined benefit
plans. The amendments are effective for annual
periods beginning on or after January 1, 2013.
The Company is in the process of finalizing the
impact of the amendments on its consolidated
financial statements.
Offsetting financial Assets
and liabilities
In December 2011, the IASB issued amendments
to IAS 32, Financial Instruments: Presentation.
The amendments are intended to clarify certain
aspects of the existing guidance on offsetting
financial assets and financial liabilities due to
the diversity in application of the requirements
on offsetting. The IASB also amended IFRS
7 to require information about all recognized
financial instruments that are set off in
accordance with IAS 32. The amendments
also require disclosure of information about
recognized financial instruments subject to
enforceable master netting arrangements and
similar agreements even if they are not set off
under IAS 32.
The new offsetting disclosure requirements are
effective for annual periods beginning on or
after January 1, 2013 and interim periods within
those annual periods. The amendments need to
be provided retrospectively to all comparative
periods. The Corporation is currently assessing
the impact of adopting these amendments on the
consolidated financial statements.
ifRS 10 Consolidated
financial Statements
IFRS 10 replaces the portion of IAS 27,
Consolidated and Separate Financial Statements
that addresses the accounting for consolidated
financial statements. It also includes the
issues raised in SIC-12, Consolidation - Special
Purpose Entities. What remains in IAS 27 is
limited to accounting for subsidiaries, jointly
controlled entities, and associates in separate
financial statements. IFRS 10 establishes a
single control model that applies to all entities
[including “special purpose entities” or
“structured entity” as they are now referred
to in the new standards, or “variable interest
entities” as they are referred to in US GAAP].
The changes introduced by IFRS 10 will require
management to exercise significant judgment
to determine which entities are controlled,
and therefore are required to be consolidated
by a parent, compared with the requirements
of IAS 27. Under IFRS 10, an investor controls
an investee when it is exposed, or has rights,
to variable returns from its involvement with
the investee and has the ability to affect those
returns through its power over the investee.
This principle applies to all investees, including
structured entities.
IFRS 10 is effective for annual periods
commencing on or after January 1, 2013. The
Company is in the process of finalizing the
impact of this new standard, if any.
ifRS 11 Joint Arrangements
IFRS 11 replaces IAS 3l, Interests in Joint
Ventures and SIC-13, Jointly-controlled Entities -
Non-monetary Contributions by Venturers. IFRS
11 uses some of the terms that were used by IAS
31, but with different meanings. Whereas IAS
2012 ANNUAL REPORT 58
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31 identified three forms of joint ventures [i.e.,
jointly controlled operations, jointly controlled
assets and jointly controlled entities], IFRS 11
addresses only two forms of joint arrangements
[joint operations and joint ventures] where
there is joint control. IFRS 11 defines joint
control as the contractually agreed sharing
of control of an arrangement that exists only
when the decisions about the relevant activities
require the unanimous consent of the parties
sharing control.
Because IFRS 11 uses the principle of control in
IFRS 10 to define joint control, the determination
of whether joint control exists may change. In
addition, IFRS 11 removes the option to account
for jointly controlled entities [“JCEs”] using
proportionate consolidation. Instead, JCEs
that meet the definition of a joint venture must
be accounted for using the equity method. For
joint operations [which includes former jointly
controlled operations, jointly controlled assets,
and potentially some former JCEs], an entity
recognizes its assets, liabilities, revenues and
expenses, and/or its relative share of those
items, if any. In addition, when specifying the
appropriate accounting, IAS 31 focused on the
legal form of the entity, whereas IFRS 11 focuses
on the nature of the rights and obligations
arising from the arrangement.
IFRS 11 is effective for annual periods
commencing on or after January 1, 2013. The
Company is in the process of finalizing the
impact of this new standard, if any.
ifRS 12 Disclosure of interests in
Other Entities
IFRS 12 includes all of the disclosures that were
previously in IAS 27 related to consolidated
financial statements, as well as all of the
disclosures that were previously included in IAS
31 and IAS 28, Investment in Associates. These
disclosures relate to an entity’s interests in
subsidiaries, joint arrangements, associates and
structured entities. A number of new disclosures
are also required. One of the most significant
changes introduced by IFRS 12 is that an entity is
now required to disclose the judgments made to
determine whether it controls another entity.
IFRS 12 is effective for annual periods
commencing on or after January 1, 2013. The
Company is in the process of finalizing the impact
of this new standard, which will be limited to
disclosure requirements for the consolidated
financial statements.
ifRS 13 fair value Measurement
IFRS 13 does not change when an entity is
required to use fair value, but rather, provides
guidance on how to measure the fair value of
financial and non-financial assets and liabilities
when required or permitted by IFRS. While many
of the concepts in IFRS 13 are consistent with
current practice, certain principles, such as the
prohibition on blockage discounts for all fair value
measurements, could have a significant effect.
The disclosure requirements are substantial and
could present additional challenges.
IFRS 13 is effective for annual periods
commencing on or after January 1, 2013 and will
be applied prospectively. The Company is in the
process of finalizing the impact of this
new standard.
6. BuSinESS
COMBinAtiOnS 2011
[a] Airlanco inc. [“Airlanco”]
Effective October 4, 2011, the Company acquired
substantially all of the operating assets of
Airlanco, a manufacturer of grain drying systems.
The Company acquired Airlanco to expand its
catalogue of aeration and dust collection products.
The purchase has been accounted for by the
acquisition method with the results of Airlanco’s
operations included in the Company’s net earnings
from the date of acquisition. The assets and
liabilities of Airlanco on the date of acquisition
have been recorded in the consolidated financial
statements at their estimated fair values as follows:
financial statements 07
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Accounts receivable
Inventory
Prepaid expenses and other
Property, plant and equipment
Intangible assets
Distribution network
Brand name
Order backlog
Patents
Goodwill
Accounts payable and accrued
liabilities
Customer deposits
$
1,549
2,134
126
1,747
3,090
1,608
21
4
3,087
(1,192)
(204)
11,970
The goodwill of $3,087 comprises the value of
expected synergies arising from the acquisition
and the values included in the workforce of
the new subsidiary. The goodwill balance was
allocated to the Airlanco CGU and is expected to
be deductible for tax purposes.
From the date of acquisition, Airlanco
contributed $2,701 of revenue and a net loss
before tax of $92 to the 2011 results of the
Company. If the acquisition had taken place
as at January 1, 2011, revenue and profit from
continuing operations would have increased by
$9,766 and $2,088, respectively.
The consideration transferred of $11,970 was
paid in cash. The impacts on the cash flow on
the acquisition of Airlanco are as follows:
The purchase consideration in the amount of
$11,274 was paid in cash, net of a one-year
holdback of $572.
Transaction costs of the acquisition
Purchase consideration
transferred
net cash flow on acquisition
$
160
11,970
12,130
In the year ended December 31, 2011, the
conditions related to the cash holdback were
met and the Company transferred $572 from cash
held in trust to the vendors. As at December 31,
2012 and 2011, there are no remaining funds held
in trust.
In the three-month period ended December 31,
2012, the conditions related to the cash holdback
were met and the Company transferred $508 of
restricted cash to the vendors [note 16].
As at December 31, 2012, there are no restricted
funds remaining.
7. BuSinESS
COMBinAtiOnS 2010
[a] Mepu
Effective April 29, 2010, the Company acquired
100% of the outstanding shares of Mepu,
a manufacturer of grain drying systems.
The acquisition of Mepu provides the Company
with a complementary product line, distribution
in a region where the Company previously had
only limited representation and a corporate
footprint near the growth markets of Russia and
Eastern Europe.
[b] franklin Enterprises ltd. [“franklin”]
Effective October 1, 2010, the Company acquired
substantially all of the operating assets of
Franklin, a custom manufacturer. The Company
acquired Franklin to enhance its manufacturing
capabilities and to increase production capacity
in periods of high in-season demand.
The purchase consideration in the amount
of $8,856 was paid in cash, net of a one-year
holdback of $250.
In the year ended December 31, 2011, the
conditions related to the cash holdback were
met and the Company transferred $250 cash
held in trust to the vendors. As at December 31,
2012 and 2011 there are no remaining funds held
in trust.
[c] tramco, inc. [“tramco”]
Effective December 20, 2010, the Company
acquired 100% of the outstanding shares of
2012 ANNUAL REPORT 60
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Tramco, a manufacturer of chain conveyors. Tramco is an industry leader
and provides the Company with an entry point into the grain processing
sector of the food supply chain.
The impacts on the cash flow on acquisition of Tramco are as follows:
8. OtHER EXPEnSES (inCOME)
Purchase consideration paid in 2010
Purchase consideration paid in 2011
Transferred to cash held in trust
Transaction costs of the acquisition paid in 2010
Transaction costs of the acquisition paid in 2011
net cash flow on acquisition
$
9,168
9,930
995
339
164
20,596
Transaction costs of the acquisition are included in cash flows from
investing activities. At the request of the vendor, the purchase price
was paid in two installments. In the year ended December 31, 2012, the
conditions related to the cash holdback were met and the Company
transferred $1,017 restricted cash to the vendors. As at December 31, 2012,
there are no restricted funds remaining.
[a] Other operating expense (income)
Cash flow hedge accounting
Net loss on disposal of property, plant
and equipment
Other
[b] finance expense (income)
Interest expense (income) from banks
Loss (gain) on foreign exchange
[c] finance costs
Interest on overdrafts and other
finance costs
Interest, including non-cash interest,
on debts and borrowings
Interest, including non-cash interest,
on convertible debentures [note 23]
Finance charges payable under
finance lease contracts
2012
$
—
32
(154)
(122)
12
(785)
(773)
125
2,533
2011
$
126
76
(302)
(100)
(117)
276
159
51
2,377
10,397
10,220
3
13,058
20
12,668
financial statements 07
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61
[d] Cost of goods sold
Depreciation
Amortization of intangible assets
Warranty provision
Cost of inventories recognized as an expense
[e] Selling, general and administrative expenses
Depreciation
Amortization of intangible assets
Minimum lease payments recognized for
operating leases
Transaction costs
Selling, general and administrative
[f] Employee benefits expense
Wages and salaries
Share-based payment expense [note 21]
Pension costs
Included in cost of goods sold
Included in general and administrative expense
2012
$
5,596
243
198
2011
$
4,933
503
280
213,162
219,199
198,487
204,203
565
3,606
1,048
—
50,858
56,077
81,889
1,174
1,950
85,013
52,301
32,712
85,013
485
3,273
943
1,676
48,449
54,826
67,085
2,038
1,925
71,048
48,013
23,035
71,048
2012 ANNUAL REPORT 62
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9. PROPERty, PlAnt AnD EQuiPMEnt
land Grounds Buildings
leasehold
improvements
furniture
and fixtures
vehicles
Computer
hardware
Manufacturing
equipment
Construction
in progress
$
$
$
$
$
$
$
total
$
COSt
Balance, January 1, 2012
Additions
Disposals
Exchange differences
4,751
—
—
(44)
Balance, December 31, 2012
4,707
DEPRECiAtiOn
Balance, January 1, 2012
Depreciation charge for the year
Disposals
Exchange differences
Balance, December 31, 2012
net book value, January 1, 2012
net book value, December 31, 2012
—
—
—
—
—
4,751
4,707
597
58
—
(6)
649
190
74
—
—
264
407
385
37,180
673
—
(263)
466
1,566
—
(9)
1,148
229
(9)
(5)
6,375
2,501
167
(370)
(17)
205
(41)
(16)
46,800
2,045
(162)
(705)
37,590
2,023
1,363
6,155
2,649
47,978
2,446
1,108
—
(14)
3,540
34,734
34,050
270
108
—
(5)
373
196
1,650
406
137
(5)
(1)
537
742
826
2,502
1,418
689
(268)
(5)
2,918
3,873
3,237
363
(33)
(7)
1,741
1,083
908
9,429
3,682
(86)
(99)
12,926
37,371
35,052
277
100,095
(233)
4,710
— (582)
(5)
(1,070)
39
103,153
— 16,661
— 6,161
— (392)
— (131)
— 22,299
277
39
83,434
80,854
financial statements 63
total
$
07
08
09
10
11
land Grounds Buildings
leasehold
improvements
furniture
and fixtures vehicles
Computer
hardware
Manufacturing
equipment
Construction
in progress
$
COSt
Balance, January 1, 2011
4,777
488
27,599
Additions
Acquisitions of a subsidiary
61
52
35
71
9,730
764
Classification as assets held for sale
(146)
— (1,089)
Disposals
Exchange differences
Balance, December 31, 2011
DEPRECiAtiOn
Balance, January 1, 2011
Depreciation charge for the year
Classification as assets held for sale
Disposals
Exchange differences
Balance, December 31, 2011
—
7
4,751
—
—
—
—
—
—
net book value, January 1, 2011
4,777
net book value, December 31, 2011
4,751
—
3
597
124
65
—
—
1
190
364
407
—
176
37,180
1,492
1,055
(134)
—
33
2,446
26,107
34,734
$
431
35
—
—
—
—
466
196
71
—
—
3
270
235
196
$
$
$
$
$
982
80
65
—
—
21
5,283
1,043
101
—
(164)
112
1,948
525
25
—
(24)
27
31,548
15,039
668
—
(724)
269
17,589
90,645
(17,294)
—
9,254
1,746
— (1,235)
—
(18)
(912)
597
1,148
6,375
2,501
46,800
277
100,095
295
105
—
—
6
406
687
742
1,889
1,115
673
—
(68)
8
2,502
3,394
3,873
308
—
(16)
11
1,418
833
1,083
6,512
3,141
—
(262)
38
9,429
25,036
37,371
— 11,623
—
—
—
—
5,418
(134)
(346)
100
— 16,661
17,589
277
79,022
83,434
Construction in progress is comprised primarily of building and equipment.
Ag Growth regularly assesses its long-lived assets for impairment. As at December 31, 2012 and 2011, the recoverable amount of each CGU exceeded the
carrying amounts of the assets allocated to the respective units.
2012 ANNUAL REPORT 64
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Capitalized Borrowing Costs
No borrowing costs were capitalized in 2011 or 2012.
Finance leases
Included in manufacturing equipment is equipment held under finance leases, the carrying value of which at December 31, 2012 was nil [2011 - $131].
Leased assets are pledged as security for the related finance lease liabilities.
10. intAnGiBlE ASSEtS
COSt
Balance, January 1, 2012
Internal development
Acquisition
Exchange differences
Balance, December 31, 2012
AMORtiZAtiOn
Balance, January 1, 2012
Amortization charge for the year
Exchange differences
Balance, December 31, 2012
net book value, December 31, 2012
Distribution
networks Brand names
Patents
Software Order backlog
Development
projects
$
$
$
$
$
$
55,633
34,314
1,162
1,117
—
—
(364)
55,269
17,874
3,459
(143)
21,190
34,079
—
—
(209)
34,105
—
—
—
—
34,105
—
—
(21)
—
190
(24)
1,141
1,283
665
89
(10)
744
397
140
154
(4)
290
993
666
—
—
—
666
666
—
—
666
—
total
$
94,902
1,426
190
(657)
2,010
1,426
—
(39)
3,397
95,861
47
147
—
194
3,203
19,392
3,849
(157)
23,084
72,777
financial statements 07
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Distribution
networks
$
Brand
names
$
Patents
Software
$
$
COSt
Balance, January 1, 2011
52,346
32,582
1,138
1,092
Internal development
Acquisition
Exchange differences
Balance, December 31, 2011
AMORtiZAtiOn
Balance, January 1, 2011
Amortization charge for the year
Exchange differences
Balance, December 31, 2011
net book value, December 31, 2011
—
3,090
197
—
1,608
124
—
4
20
—
—
25
55,633
34,314
1,162
1,117
14,509
3,226
139
17,874
37,759
—
—
—
—
34,314
568
87
10
665
497
—
135
5
140
977
Order
backlog
Development
projects
$
628
—
21
17
666
364
281
21
666
—
$
—
2,011
—
(1)
2,010
—
47
—
47
1,963
65
total
$
87,786
2,011
4,723
382
94,902
15,441
3,776
175
19,392
75,510
The Company is continuously working on research and development
projects. Development costs capitalized include the development of new
products and the development of new applications of already existing
products and prototypes. Research costs and development costs that are
not eligible for capitalization have been expensed and are recognized in
selling, general and administrative expenses.
Intangible assets include patents acquired through business combinations,
which have a remaining life of five years. All brand names with a carrying
amount of $34,105 [2011 – $34,314] have been qualified as indefinite useful
life intangible assets, as the Company expects to maintain these brand
names and currently no end point of the useful lives of these brand names
can be determined. The Company assesses the assumption of an indefinite
useful life at least annually. For definite life intangibles, the Company
assesses whether there are indicators of impairment at subsequent
reporting dates as a triggering event for performing an impairment test.
Other significant intangible assets are goodwill [note 11] and the
distribution network of the Company. The distribution network was acquired
in past business combinations and reflects the Company’s dealer network in
North America and the dealer network of the Mepu operating division. The
remaining amortization period for the distribution network ranges from 3 to
18 years.
As of the reporting date, the Company had no contractual commitments for
the acquisition of intangible assets.
2012 ANNUAL REPORT 66
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05
11. GOODWill
The Company’s CGUs and goodwill and indefinite life intangible assets
allocated thereto are as follows:
Balance, beginning of year
Additions - acquisition of subsidiary
Exchange differences
Impairment of goodwill [note 12]
Balance, end of year
12. iMPAiRMEnt tEStinG
2012
$
65,876
—
(587)
(1,890)
63,399
2011
$
62,355
3,087
434
—
65,876
The Company performs its annual goodwill impairment test as at
December 31 on all CGUs. The recoverable amount of the CGUs has been
determined based on value in use for the year ended December 31, 2012,
using cash flow projections covering a five-year period. The various pre-tax
discount rates applied to the cash flow projections are between 12.0%
and 16.3% [2011 – 11.8% and 17.1%] and cash flows beyond the five-year
period are extrapolated using a 3% growth rate [2011 – 3%], which is
management’s estimate of long-term inflation and productivity growth in
the industry and geographies in which it operates.
On December 31, 2012, the Company performed its annual goodwill
impairment test. Mepu’s results in 2011 were negatively impacted by
regional weather conditions and in 2012 the division experienced margin
compression due largely to the impact of new product development.
Considering these factors and their impact on the annual goodwill
impairment test, the Company concluded that goodwill was impaired and,
in the fourth quarter, recorded a $1.9 million non-cash goodwill impairment
charge to income.
Westfield
Goodwill
Intangible assets with indefinite lives
Edwards
Goodwill
Intangible assets with indefinite lives
Hi Roller
Goodwill
Intangible assets with indefinite lives
Union Iron
Goodwill
Intangible assets with indefinite lives
Tramco
Goodwill
Intangible assets with indefinite lives
Other
Goodwill
Intangible assets with indefinite lives
Total
Goodwill
Intangible assets with indefinite lives
2012
$
30,435
19,000
6,438
5,163
5,467
3,224
8,021
2,145
7,288
2,308
5,750
2,265
2011
$
30,435
19,000
6,438
5,163
5,588
3,296
8,199
2,193
7,450
2,360
7,766
2,302
63,399
34,105
65,876
34,314
financial statements 07
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Key assumptions used in valuation calculations
13. ASSEtS HElD fOR SAlE
The calculation of value in use or fair value less cost to sell for all the CGUs
is most sensitive to the following assumptions:
• Gross margins;
• Discount rates;
• Market share during the budget period; and
• Growth rate used to extrapolate cash flows beyond the budget period.
Gross margins
Forecasted gross margins are based on actual gross margins achieved in
the years preceding the forecast period. Margins are kept constant over the
forecast period and the terminal period, unless management has started an
efficiency improvement process.
Discount rates
Discount rates reflect the current market assessment of the risks specific to
each CGU. The discount rate was estimated based on the weighted average
cost of capital for the industry. This rate was further adjusted to reflect
the market assessment of any risk specific to the CGU for which future
estimates of cash flows have not been adjusted.
Market share assumptions
These assumptions are important because, as well as using industry data
for growth rates [as noted below], management assesses how the CGU’s
position, relative to its competitors, might change over the forecast period.
Growth rate estimates
Rates are based on published research and are primarily derived from the
long-term Consumer Price Index expectations for the markets in which
Ag Growth operates. Management considers Consumer Price Index to
be a conservative indicator of the long-term growth expectations for the
agricultural industry.
In 2010, Ag Growth transferred all production activities from its Lethbridge,
Alberta facility to Nobleford, Alberta. Ag Growth concluded that the land
and building in Lethbridge, Alberta, Canada met the definition of an asset
held for sale. The carrying amounts of the assets as presented in the
consolidated statement of financial position solely consist of the land
and building. The land carrying value is $146 as at December 31, 2012
[2011 – $146]. The building carrying value is $955 as at December 31,
2012 [2011 – $955].
14. AvAilABlE-fOR-SAlE invEStMEnt
On December 22, 2009, the Company purchased two million common shares
at $1.00 per share in a private Canadian corporate farming organization
[“Investco”]. The Company’s investment represents approximately 2.0%
of the outstanding shares of Investco. At this point in time, management
intends to hold the investment for an indefinite period of time.
During the year ended December 31, 2011, Investco completed a private
placement of 22,193,921 common shares at $1.40 per common share.
The private placement included a large number of unrelated parties and
increased Investco’s outstanding common shares by approximately 40%.
The private placement was determined to represent a quoted market
price as at December 31, 2011, and as a result the Company assessed
the fair value of its 2,000,000 common shares at $1.40 per common share.
Accordingly, the Company increased the value of its investment by $800
with the offsetting amount recorded in other comprehensive income.
2012 ANNUAL REPORT 68
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05
Subsequent to December 31, 2012, Investco issued common shares at $1.00
per common share as partial consideration for an acquisition of a business.
The acquiree was an unrelated third party and the share issuance was
considered to represent a quoted market price and as a result the Company
assessed the fair value of its 2,000,000 common shares at $1.00 per common
share. Accordingly, the Company decreased the value of its investment by
$800 with the offsetting amount recorded in other comprehensive income.
16. REStRiCtED CASH
Restricted cash of $34 relates to the long-term incentive plan [note 21].
Restricted cash of $2,439 in 2011 consisted of holdbacks related to the
acquisitions of Tramco and Airlanco, $885 of funds advanced to Ag Growth
as collateral for a receivable from an end user of Ag Growth products, and
$29 related to the long-term incentive plan.
15. CASH AnD CASH EQuivAlEntS/CHAnGES in
nOn-CASH WORKinG CAPitAl
Cash and cash equivalents as at the date of the consolidated statement of
financial position and for the purpose of the consolidated statement of cash
flows relate to cash at banks and cash on hand.
Cash at banks earns interest at floating rates based on daily bank
deposit rates.
The change in the non-cash working capital balances related to operations
is calculated as follows:
Accounts receivable
Inventory
Prepaid expenses and other assets
Accounts payable and accrued liabilities
Customer deposits
Provisions
2012
$
(2,165)
6,045
1,075
(4,913)
(3,035)
198
2011
$
(9,607)
(9,850)
5,034
(1,755)
1,445
280
(2,795)
(14,453)
17. ACCOuntS RECEivABlE
As is typical in the agriculture sector, Ag Growth may offer extended terms
on its accounts receivable to match the cash flow cycle of its customer.
The following table sets forth details of the age of trade accounts
receivable that are not overdue, as well as an analysis of overdue amounts
and the related allowance for doubtful accounts:
Total accounts receivable
Less allowance for doubtful accounts
total accounts receivable, net
Of which
2012
$
52,449
(593)
51,856
2011
$
50,188
(497)
49,691
Neither impaired nor past due
33,672
33,412
Not impaired and past the due date as follows:
Within 30 days
31 to 60 days
61 to 90 days
Over 90 days
Less allowance for doubtful accounts
total accounts receivable, net
9,709
4,095
1,932
3,041
(593)
51,856
9,356
2,761
957
3,702
(497)
49,691
financial statements 07
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69
Trade receivables assessed to be impaired are included as an allowance
in selling, general and administrative expenses in the period of the
assessment. The movement in the Company’s allowance for doubtful
accounts for the years ended December 31, 2012 and December 31, 2011
was as follows:
Balance, beginning of year
Additional provision recognized
Amounts written off during the period
as uncollectible
Amounts recovered during the period
Unused provision reversed
Exchange differences
Balance, end of year
18. invEntORy
Raw materials
Finished goods
2012
$
497
100
25
(3)
(22)
(4)
593
2012
$
33,518
24,995
58,513
2011
$
484
10
34
(1)
(33)
3
497
2011
$
37,159
27,399
64,558
Inventory is recorded at the lower of cost and net realizable value.
During the year ended December 31, 2012, no provisions [2011 – nil] were
expensed through cost of goods sold. There were no write-downs of
finished goods and no reversals of write-downs included in cost of goods
sold during the year.
19. PROviSiOnS
Provisions consist of the Company’s warranty provision. A provision is
recognized for expected claims on products sold based on past experience
of the level of repairs and returns. It is expected that most of these costs
will be incurred in the next financial year. Assumptions used to calculate
the provision for warranties were based on current sales levels and current
information available about returns.
2012
$
2,222
3,419
(3,221)
2,420
2011
$
1,942
3,032
(2,752)
2,222
Balance, beginning of year
Costs recognized
Amounts charged against provision
Balance, end of year
20. EQuity
[a] Common shares
Authorized
Unlimited number of voting common shares without par value
issued
12,473,755 common shares
2012 ANNUAL REPORT 70
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05
Balance, January 1, 2011
[c] Contributed surplus
number
Amount
#
$
12,399,550
151,376
Purchase of common shares under LTIP
(67,996)
(3,346)
Balance, beginning of year
Conversion of subordinated debentures
Settlement of LTIP - vested shares
2,556
77,510
115
2,894
Balance, December 31, 2011
12,411,620
151,039
Exercise of grants under DDCP [note 21[c]]
Settlement of LTIP - vested shares [note 21[e]]
2,107
60,028
53
2,355
Balance, December 31, 2012
12,473,755
153,447
The 12,473,755 common shares at December 31, 2012 are net of 74,348
common shares with a stated value of $3,072 that are being held by the
Company under the terms of the LTIP until vesting conditions are met.
The 12,411,620 common shares at December 31, 2011 are net of 134,376
common shares with a stated value of $5,428 that were being held by the
Company under the terms of the LTIP until vesting conditions are met.
[b] normal course issuer bid
On November 17, 2011, Ag Growth commenced a normal course issuer bid
for up to 994,508 common shares, representing 10% of the Company’s public
float at the time. The normal course issuer bid terminated on November 20,
2012. During the year ended December 31, 2012, no common shares were
purchased under the normal course issuer bid [2011 – nil].
Equity-settled director compensation
Obligation under LTIP
Exercise of grants under DDCP
Settlement of LTIP - vested shares
Balance, end of year
2012
$
5,341
324
850
(53)
(2,354)
4,108
2011
$
6,121
345
1,769
—
(2,894)
5,341
[d] Accumulated other comprehensive income
Accumulated other comprehensive income is comprised of the following:
Cash flow hedge reserve
The cash flow hedge reserve contains the effective portion of the cash flow
hedge relationships incurred as at the reporting date.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange
differences arising from the translation of the financial statements of
foreign subsidiaries. It is also used to record the effect of hedging net
investments in foreign operations.
Available-for-sale reserve
The available-for-sale reserve contains the cumulative change in the fair
value of available-for-sale investment. Gains and losses are reclassified
to the consolidated statement of income when the available-for-sale
investment is impaired or derecognized.
financial statements 07
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[e] Dividends paid and proposed
In the year ended December 31, 2012, the Company declared dividends of
$30,111 or $2.40 per common share [2011 – $30,109 or $2.40 per common
share]. Ag Growth’s dividend policy is to pay cash dividends on or about the
30th of each month to shareholders of record on the last business day of the
previous month. The Company’s current monthly dividend rate is $0.20 per
common share. Subsequent to December 31, 2012, the Company declared
dividends of $0.20 per common share to shareholders of record on each of
January 31, 2013 and February 28, 2013.
[f] Shareholder protection rights plan
On December 20, 2010, the Company’s Board of Directors adopted a
Shareholders’ Protection Rights Plan [the “Rights Plan”]. Specifically, the
Board of Directors has implemented the Rights Plan by authorizing the
issuance of one right [a “Right”] in respect of each common share [the
“Common Shares”] of the Company. If a person or a Company, acting jointly
or in concert, acquires [other than pursuant to an exemption available
under the Rights Plan] beneficial ownership of 20 percent or more of the
Common Shares, Rights [other than those held by such acquiring person
which will become void] will separate from the Common Shares and permit
the holder thereof to purchase that number of Common Shares having an
aggregate market price [as determined in accordance with the Rights Plan]
on the date of consummation or occurrence of such acquisition of Common
Shares equal to four times the exercise price of the Rights for an amount in
cash equal to the exercise price. The exercise price of the Rights pursuant
to the Rights Plan is $150 per Right.
to the LTIP, the Company establishes the amount to be allocated to
management based upon the amount by which distributable cash, as
defined in the LTIP, exceeds a predetermined threshold. The service period
commences on January 1 of the year the award is generated and ends
at the end of the fiscal year. The award vests on a graded scale over an
additional three-year period from the end of the respective performance
year. The LTIP provides for immediate vesting in the event of retirement,
death, termination without cause or in the event the participant becomes
disabled. The cash awarded under the plan formula is used to purchase Ag
Growth common shares at market prices. All vested awards are settled with
participants in common shares purchased by the administrator of the plan
and there is no cash settlement alternative.
The amount owing to participants is recorded as an equity award in
contributed surplus as the award is settled with participants with treasury
shares purchased in the open market. The expense is recorded in the
different consolidated statement of income lines by function depending
on the role of the respective management member. For the year ended
December 31, 2012, Ag Growth expensed $850 [2011 – $1,769] for the LTIP.
Additionally, there is $34 in restricted cash related to the LTIP [2011 – $29].
The administrator is not required to purchase common shares in 2012 as there
was no LTIP award related to fiscal 2011. During the year ended December 31,
2011, the administrator purchased 67,996 common shares in the market for
$3,346. The fair value of this share-based payment equals the share price as
of the respective measurement date as dividends related to the shares in the
administrated fund are paid annually to the LTIP participants. Further awards
under the LTIP ceased effective for the fiscal 2012 year.
21. SHARE-BASED COMPEnSAtiOn PlAnS
[b] Share award incentive plan [“SAiP”]
[a] long-term incentive plan [“ltiP”]
The LTIP is a compensation plan that awards common shares to key
management based on the Company’s operating performance. Pursuant
the 2012 SAlP
On May 11, 2012 the shareholders of Ag Growth approved a Share Award
Incentive Plan [the “2012 SAIP”] which authorizes the Board to grant
2012 ANNUAL REPORT 72
01
02
03
04
05
restricted Share Awards [“Restricted Awards”] and Performance Share
Awards [“Performance Awards”] to persons who are officers, employees
or consultants of the Company and its affiliates. Share Awards may not be
granted to Non-Management Directors.
A total of 465,000 common shares are available for issuance under the 2012
SAIP. At the discretion of the Board, the 2012 SAIP provides for cumulative
adjustments to the number of common shares to be issued pursuant to
Share Awards on each date that dividends are paid on the common shares.
The Company shall have the option of settling any amount payable in
respect of a Share Award by common shares issued from the treasury of
the Company or, with the consent of the grantee, cash in an amount equal
to the fair market value of such common shares.
Each Restricted Award will entitle the holder to be issued the number of
the common shares designated in the Restricted Award with such common
shares to be issued as to one-third on each of the third, fourth and fifth
anniversary dates of the date of grant, or such earlier or later dates as
determined by the Board of Directors in accordance with the 2012 SAIP.
Each Performance Award will entitle the holder to be issued as to one-third
on each of the first, second and third anniversary dates of the date of grant,
or such earlier or later dates, the number of common shares designated
in the Performance Award multiplied by a Payout Multiplier. The Payout
Multiplier is determined based on an assessment of the achievement of
pre-defined measures in respect of the applicable period. The Payout
Multiplier may not be less than 0% or more than 200%.
Subsequent to December 31, 2012, 150,000 Restricted Awards and 110,000
Performance Awards have been granted under the 2012 SAIP.
the 2007 SAlP
On May 10, 2007, the shareholders of Ag Growth reserved for issuance
220,000 Share Awards under a Share Award Incentive Plan [the “2007
SAIP”]. All of the 220,000 common shares reserved for issue under the
2007 SAIP were issued and they vested as to one-third on each of January
1, 2010, 2011, and 2012. No further Share Awards may be granted, and no
further common shares may be issued under the 2007 SAIP. There are no
Share Awards outstanding as at December 31, 2012 [2011 – 40,000]. For the
year ended December 31, 2012, Ag Growth recorded an expense related to
the 2007 SAIP of nil [2011 – income of $76].
[c] Directors’ deferred compensation plan [“DDCP”]
Under the DDCP, every Director receives a fixed base retainer fee, an
attendance fee for meetings and a committee chair fee, if applicable, and
a minimum of 20% of the total compensation must be taken in common
shares. A Director will not be entitled to receive the common shares he or
she has been granted until a period of three years has passed since the
date of grant or until the Director ceases to be a Director, whichever is
earlier. The Directors’ common shares are fixed based on the fees eligible
to him for the respective period and his decision to elect for cash payments
for dividends related to the common shares; therefore, the Director’s
remuneration under the DDCP vests directly in the respective service
period. The three-year period [or any shorter period until a Director ceases
to be a Director] qualifies only as a waiting period to receive the vested
common shares.
For the years ended December 31, 2012 and 2011, the Directors elected to
receive the majority of their remuneration in common shares. For the year
ended December 31, 2012, an expense of $324 [2011 – $345] was recorded
for the share grants, and a corresponding amount has been recorded to
contributed surplus. The share grants were measured with the contractual
agreed amount of service fees for the respective period.
The total number of common shares issuable pursuant to the DDCP shall
not exceed 70,000, subject to adjustment in lieu of dividends, if applicable.
During the year ended December 31, 2012, 9,260 common shares were
financial statements 07
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73
granted under the DDCP [2011 – 9,161] and as at December 31, 2012, a total
of 32,404 common shares had been granted under the DDCP and 2,107
common shares had been issued.
[d] Stock option plan
On June 3, 2009, the shareholders of Ag Growth approved a stock
option plan [the “Option Plan”] under which options may be granted to
officers, employees and other eligible service providers in order to allow
these individuals an opportunity to increase their proprietary interest in
Ag Growth’s long-term success. On May 11, 2012, the shareholders of Ag
Growth approved an amended management compensation structure which
included the termination of the Option Plan. Accordingly, as at December
31, 2012, no options were available for grant [2011 – 935,325].
[e] Summary of expenses recognized under share-based
payment plans
For the year ended December 31, 2012, an expense of $1,174 [2011 – $2,038]
was recognized for employee and Director services rendered.
A summary of the status of the shares under the LTIP is presented below:
Outstanding, beginning of year
Vested
Granted
Outstanding, end of year
2012 Shares
2011 Shares
#
134,376
(60,028)
—
74,348
#
143,890
(77,510)
67,996
134,376
There were no outstanding SAIP awards as at December 31, 2012. The
following table lists the inputs to the models used for the 2007 SAIP for the
year ended December 31, 2011:
Dividend yield [%]
Expected volatility [%]
Risk-free interest rate [%]
The total carrying amount of the liability for the SAIP as of December 31,
2012 was nil [2011 – $1,495]. The exercise price on all SAIP awards was
$0.10 per common share.
Expected life of share options [years]
Weighted average share price [$]
A summary of the status of the options under the SAIP is presented below:
Outstanding, beginning of year
Exercised
Outstanding, end of year
2012 Shares
2011 Shares
#
40,000
(40,000)
—
#
80,000
(40,000)
40,000
Model used
Black-Scholes
The dividend yield was set to 0% for the calculation of the option value,
as the Share Award holders already receive during the period between
grant date and vesting date of the Share Award the same dividend as all
actual shareholders. The expected life of the Share Awards is the period
between the reporting date and the vesting date, as the Share Awards can
be exercised by the holders only at the vesting date. The expected volatility
reflects the assumption that the historical volatility over a period similar
to the Share Awards is indicative of future trends, which may also not
necessarily be the actual outcome.
2011
$
—
26.88
1
1
37.48
2012 ANNUAL REPORT
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22. lOnG-tERM DEBt AnD OBliGAtiOnS unDER finAnCE lEASES
interest rate
Maturity
Current portion of interest-bearing loans and borrowings
Obligations under finance leases
GMAC loans
total current portion of interest-bearing loans and borrowings
non-current interest-bearing loans and borrowings
Series A secured notes [U.S. dollar denominated]
Term debt [U.S. dollar denominated]
GMAC loans
total non-current interest-bearing loans and borrowings
Less deferred financing costs
total interest-bearing loans and borrowings
[a] Bank indebtedness
Ag Growth has operating facilities of $10.0 million and U.S. $2.0 million and
may also draw on its term loan facility for general operating purposes. The
operative and term loan facilities bear interest at prime to prime plus 1.0%
per annum based on performance calculations. The effective interest rate
during the year ended December 31, 2012 on Ag Growth’s Canadian dollar
operating facility was 3.1% [2011 – 3.5%] and on its U.S. dollar operating
facility was 3.4% [2011 – 3.8%]. As at December 31, 2012, there was nil
[2011 – nil] outstanding under these facilities. The facilities mature March 8,
2016 or three months prior to the maturity date of the convertible unsecured
debentures, unless refinanced on terms acceptable to the lenders
%
6.5
0.0
6.8
3.8
0.0
2012
2014
2016
2014
2014
2012
$
—
7
7
24,872
10,475
7
35,354
35,361
438
34,923
2011
$
131
16
147
25,425
10,709
3
36,137
36,284
313
35,971
Collateral for the operating facilities rank pari passu with the Series A
secured notes and include a general security agreement over all assets,
first position collateral mortgages on land and buildings, assignments of
rents and leases and security agreements for patents and trademarks.
[b] long-term debt
The Series A secured notes were issued on October 29, 2009. The non-
amortizing notes bear interest at 6.8% payable quarterly and mature on
October 29, 2016. The Series A secured notes are denominated in U.S.
dollars. Collateral for the Series A secured notes and term loans rank
pari passu and include a general security agreement over all assets, first
position collateral mortgages on land and buildings, assignments of rents
and leases and security agreements for patents and trademarks.
financial statements 07
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Term loans bear interest at rates of prime to prime plus 1.0% based on
performance calculations. As at December 31, 2012, term loans of U.S.
$10,530 were outstanding [2011 – U.S. $10,530]. Ag Growth’s credit facility
provides for term loans of up to $38,000 and U.S. $20,500 and includes lender
approval to increase the size of the facility by $25 million.
23. COnvERtiBlE unSECuRED
SuBORDinAtED DEBEntuRES
The facilities mature on the earlier of March 8, 2016 or three months prior
to maturity date of convertible unsecured subordinated debentures, unless
refinanced on terms acceptable to the lenders.
Principal amount
Equity component
Accretion
2012
$
2011
$
114,885
114,885
(7,475)
4,211
(2,063)
(7,475)
2,770
(2,978)
GMAC loans bear interest at 0% and mature in 2014. The vehicles financed
are pledged as collateral.
[c] Covenants
Ag Growth is subject to certain financial covenants in its credit facility
agreements which must be maintained to avoid acceleration of the
termination of the agreement. The financial covenants require Ag Growth
to maintain a debt to earnings before interest, taxes, depreciation and
amortization [“EBITDA”] ratio of less than 2.5 and to provide debt service
coverage of a minimum of 1.0. The covenant calculations exclude the
convertible unsecured subordinated debentures from the definition of
debt. As at December 31, 2012 and December 31, 2011, Ag Growth was in
compliance with all financial covenants.
Financing fees, net of amortization
Convertible unsecured subordinated debentures
109,558
107,202
On October 27, 2009, the Company issued convertible unsecured
subordinated debentures in the aggregate principal amount of $100
million, and on November 6, 2009, the underwriters exercised in full their
over-allotment option and the Company issued an additional $15 million
of debentures [the “Debentures”]. The net proceeds of the offering, after
payment of the underwriters’ fee of $4.6 million and expenses of the offering
of $0.5 million, were approximately $109.9 million. The Debentures were
issued at a price of $1,000 per Debenture and bear interest at an annual
rate of 7.0% payable semi-annually on June 30 and December 31 in each
year commencing June 30, 2010. The maturity date of the Debentures is
December 31, 2014.
Each Debenture is convertible into common shares of the Company at the
option of the holder at any time on the earlier of the maturity date and the
date of redemption of the Debenture, at a conversion price of $44.98 per
common share being a conversion rate of approximately 22.2321 common
shares per $1,000 principal amount of Debentures. No conversion options
were exercised during the year ended December 31, 2012. During the
year ended December 31, 2011, holders of 115 Debentures exercised
2012 ANNUAL REPORT 76
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the conversion option and were issued 2,556 common shares. As at
December 31, 2012, Ag Growth has reserved 2,554,136 common shares for
issuance upon conversion of the Debentures.
Debentures to common shares in the amount of $7,475 has been separated
from the fair value of the liability and is included in shareholders’ equity, net
of income tax of $2,041, and its pro rata share of financing costs of $329.
24. ACCOuntS PAyABlE AnD
ACCRuED liABilitiES
Trade payables
Other payables
Personnel-related accrued liabilities
Accrued outstanding service invoices
2012
$
4,613
5,430
6,583
725
2011
$
8,212
6,126
7,176
750
17,351
22,264
Trade payables and other payables are non-interest bearing and are
normally settled on 30- or 60-day terms. Personnel-related accrued
liabilities include primarily vacation accruals, bonus accruals and overtime
benefits. For explanations on the Company’s credit risk management
processes, refer to note 27.
The Debentures are not redeemable before December 31, 2012. On and after
December 31, 2012 and prior to December 31, 2013, the Debentures may be
redeemed, in whole or in part, at the option of the Company at a price equal
to their principal amount plus accrued and unpaid interest, provided that
the volume weighted average trading price of the common shares during
the 20 consecutive trading days ending on the fifth trading day preceding
the date on which the notice of redemption is given is not less than 125% of
the conversion price. On and after December 31, 2013, the Debentures may
be redeemed, in whole or in part, at the option of the Company at a price
equal to their principal amount plus accrued and unpaid interest.
On redemption or at maturity, the Company may, at its option, elect to satisfy
its obligation to pay the principal amount of the Debentures by issuing
and delivering common shares. The Company may also elect to satisfy
its obligations to pay interest on the Debentures by delivering common
shares. The Company does not expect to exercise the option to satisfy its
obligations to pay interest by delivering common shares and as a result the
potentially dilutive impact has been excluded from the calculation of fully
diluted earnings per share [note 30]. The number of any shares issued will
be determined based on market prices at the time of issuance.
The Company presents and discloses its financial instruments in
accordance with the substance of its contractual arrangement.
Accordingly, upon issuance of the Debentures, the Company recorded
a liability of $107,525, less related offering costs of $4,735. The liability
component has been accreted using the effective interest rate method, and
during the year ended December 31, 2012, the Company recorded accretion
of $1,441 [2011 – $1,332], non-cash interest expense related to financing
costs of $915 [2011 – $845] and interest expense on the 7% coupon of $8,042
[2011 – $8,043]. The estimated fair value of the holder’s option to convert
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25. inCOME tAXES
The major components of income tax expense for the years ended
December 31, 2012 and 2011 are as follows:
Consolidated statement of income
2012
$
2011
$
The reconciliation between tax expense and the product of accounting
profit multiplied by the Company’s domestic tax rate for the years ended
December 31, 2012 and 2011 is as follows:
Accounting profit before income tax
25,013
34,176
2012
$
2011
$
Current tax expense
Current income tax charge
Deferred tax expense
Origination and reversal of temporary
differences
income tax expense reported in the
consolidated statement of income
At the Company’s statutory income tax rate
of 26.59% [2011 – 28.05%]
3,771
3,910
Tax rate changes
Recognition of deferred tax assets
Additional deductions allowed in a
4,054
5,743
foreign jurisdiction
7,825
9,653
tax asset
Unused tax losses not recognized as a deferred
Consolidated statement of comprehensive income
Foreign rate differential
Impairment of goodwill
2012
$
2011
$
Permanent differences and others
At the effective income tax rate 31.28%
6,651
9,586
(14)
(58)
265
(91)
(386)
(401)
224
1,080
503
(175)
—
901
—
(607)
[2011 – 28.24%]
7,825
9,653
Deferred tax related to items charged or
credited directly to other comprehensive
income during the period
Unrealized gain (loss) on derivatives and
available-for-sale investment
Exchange differences on translation of
698
(1,490)
foreign operations
(200)
214
income tax charged directly to other
comprehensive income
498
(1,276)
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The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below:
Consolidated statement of
financial position
Consolidated statement
of income
Inventories
Property, plant and equipment and other assets
Intangible assets
Deferred financing costs
Accruals and long-term provisions
Tax loss carryforwards expiring between 2020 to 2029
Investment tax credit carryforward expiring between 2025 and 2030
Canadian exploration expenses
Capitalized development expenditures
Convertible debentures
SAIP liability
Equity impact LTIP
Foreign exchange gains
Other comprehensive income
Exchange difference on translation of foreign operations
Deferred tax expense
net deferred tax assets
Reflected in the statement of financial position as follows
Deferred tax assets
Deferred tax liabilities
Deferred tax assets, net
2012
$
(112)
1,404
9
54
189
1,978
(253)
(41)
242
(411)
397
398
—
—
200
4,054
2011
$
8
1,033
(144)
84
(894)
5,062
136
—
465
(349)
580
(30)
6
—
(214)
5,743
2012
$
(88)
(11,549)
(12,909)
(117)
1,453
14,831
4,880
29,198
(707)
(868)
—
885
—
(429)
—
2011
$
(200)
(10,145)
(12,900)
(63)
1,642
16,809
4,627
29,157
(465)
(1,279)
397
1,283
—
269
—
24,580
29,132
33,621
(9,041)
24,580
38,092
(8,960)
29,132
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Reconciliation of deferred tax assets, net
Balance, January 1, 2012
Deferred tax expense during the period
2012
$
2011
$
29,132
33,599
recognized in profit or loss
(4,054)
(5,743)
Deferred tax income during the period
recognized in other comprehensive income
Balance, December 31, 2012
(498)
24,580
1,276
29,132
The ultimate realization of deferred tax assets is dependent upon the
generation of future taxable income during the periods in which these
temporary differences, loss carryforwards and investment tax credits
become deductible. Based on the analysis of taxable temporary differences
and future taxable income, the management of the Company is of the
opinion that there is convincing evidence available for the probable
realization of all deductible temporary differences of the Company’s tax
entities incurred in its Finnish operations other than losses [655 Euros].
Accordingly, the Company has recorded a deferred tax asset for all
deductible temporary differences as of the reporting date and as at
December 31, 2011.
At December 31, 2012, there was no recognized deferred tax liability
[2011 – nil] for taxes that would be payable on the unremitted earnings
of certain of the Company’s subsidiaries. The Company has determined
that undistributed profits of its subsidiaries will not be distributed in the
foreseeable future. The temporary differences associated with investments
in subsidiaries, for which a deferred tax asset has not been recognized,
aggregate to $622 [2011 – $622].
Income tax provisions, including current and deferred income tax assets
and liabilities, and income tax filing positions require estimates and
interpretations of federal and provincial income tax rules and regulations,
and judgments as to their interpretation and application to Ag Growth’s
specific situation. The amount and timing of reversals of temporary
differences will also depend on Ag Growth’s future operating results,
acquisitions and dispositions of assets and liabilities. The business and
operations of Ag Growth are complex and Ag Growth has executed a
number of significant financings, acquisitions, reorganizations and business
combinations over the course of its history including the conversion
to a corporate entity. The computation of income taxes payable as a
result of these transactions involves many complex factors, as well as
Ag Growth’s interpretation of and compliance with relevant tax legislation
and regulations. While Ag Growth believes that its tax filing positions
are probable to be sustained, there are a number of tax filing positions
including in respect of the conversion to a corporate entity that may be
the subject of review by taxation authorities. Therefore, it is possible that
additional taxes could be payable by Ag Growth and the ultimate value of
Ag Growth’s income tax assets and liabilities could change in the future
and that changes to these amounts could have a material effect on these
consolidated financial statements.
There are no income tax consequences to the Company attached to
the payment of dividends in either 2012 or 2011 by the Company to
its shareholders.
26. POSt-REtiREMEnt BEnEfit PlAnS
Ag Growth contributes to group retirement savings plans subject to
maximum limits per employee. The expense recorded during the year
ended December 31, 2012 was $1,950 [2011 – $1,925]. Ag Growth expects to
contribute $2,000 for the year ending December 31, 2013.
Ag Growth accounts for one plan covering substantially all of its employees
of the Mepu division as a defined contribution plan, although it does provide
2012 ANNUAL REPORT 80
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the employees with a defined benefit [average pay] pension. The plan
qualifies as a multi-employer plan and is administered by the Government of
Finland. Ag Growth is not able to obtain sufficient information to account for
the plan as a defined benefit plan.
that financial risks are identified, measured and managed in accordance
with Company policies.
The risks associated with the Company’s financial instruments are
as follows:
27. finAnCiAl inStRuMEntS AnD finAnCiAl
RiSK MAnAGEMEnt
[a] Management of risks arising from financial instruments
Ag Growth’s principal financial liabilities, other than derivatives, comprise
loans and borrowings and trade and other payables. The main purpose
of these financial liabilities is to finance the Company’s operations and to
provide guarantees to support its operations. The Company has deposits,
trade and other receivables and cash and short-term deposits that are
derived directly from its operations. The Company also holds an available-
for-sale investment and enters into derivative transactions.
The Company’s activities expose it to a variety of financial risks: market
risk [including foreign exchange and interest rate], credit risk and liquidity
risk. The Company’s overall risk management program focuses on the
unpredictability of financial markets and seeks to minimize potential
adverse effects on the Company’s financial performance. The Company
uses derivative financial instruments to mitigate certain risk exposures.
The Company does not purchase any derivative financial instruments
for speculative purposes. Risk management is the responsibility of the
corporate finance function, which has the appropriate skills, experience
and supervision. The Company’s domestic and foreign operations
along with the corporate finance function identify, evaluate and, where
appropriate, mitigate financial risks. Material risks are monitored and are
regularly discussed with the Audit Committee of the Board of Directors. The
Audit Committee reviews and monitors the Company’s financial risk-taking
activities and the policies and procedures that were implemented to ensure
Market risk
Market risk is the risk that the fair value of future cash flows of a financial
instrument will fluctuate because of changes in market prices. Components
of market risk to which Ag Growth is exposed are discussed below.
Financial instruments affected by market risk include trade accounts
receivable and payable, available-for-sale investments and derivative
financial instruments.
The sensitivity analyses in the following sections relate to the position as at
December 31, 2012 and December 31, 2011.
The sensitivity analyses have been prepared on the basis that the amount
of net debt, the ratio of fixed to floating interest rates of the debt and
derivatives and the proportion of financial instruments in foreign currencies
are all constant. The analyses exclude the impact of movements in market
variables on the carrying value of provisions and on the nonfinancial assets
and liabilities of foreign operations.
The following assumptions have been made in calculating the
sensitivity analyses:
• The consolidated statement of financial position sensitivity relates
to derivatives.
• The sensitivity of the relevant consolidated statement of income
item is the effect of the assumed changes in respective market risks.
This is based on the financial assets and financial liabilities held at
December 31, 2012 and December 31, 2011, including the effect of
hedge accounting.
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• The sensitivity of equity is calculated by considering the effect of any
associated cash flow hedges at December 31, 2012 for the effects of the
assumed underlying changes.
Foreign currency risk
The objective of the Company’s foreign exchange risk management
activities is to minimize transaction exposures and the resulting volatility
of the Company’s earnings, subject to liquidity restrictions, by entering into
foreign exchange forward contracts. Foreign currency risk is created by
fluctuations in the fair value or cash flows of financial instruments due to
changes in foreign exchange rates and exposure.
A significant part of the Company’s sales are transacted in U.S. dollars
and Euros and as a result fluctuations in the rate of exchange between the
U.S. dollar, the Euro and Canadian dollar can have a significant effect on
the Company’s cash flows and reported results. To mitigate exposure to
the fluctuating rate of exchange, Ag Growth enters into foreign exchange
forward contracts and denominates a portion of its debt in U.S. dollars. As
at December 31, 2012, Ag Growth’s U.S. dollar denominated debt totalled
U.S. $35.5 million [2011 U.S. $35.5 million] and the Company has entered into
the following foreign exchange forward contracts to sell U.S. dollars and
Euros in order to hedge its foreign exchange risk on revenue:
Settlement dates
January - December 2013
January - December 2014
Settlement dates
August - December 2013
August - December 2014
face value
Average rate
u.S. $
53,000
41,000
Cdn $
1.03
1.02
face value
Average rate
Euro
500
500
Cdn $
1.33
1.33
The Company enters into foreign exchange forward contracts to mitigate
foreign currency risk relating to certain cash flow exposures. The
hedged transactions are expected to occur within a maximum 24month
period. The Company’s foreign exchange forward contracts reduce the
Company’s risk from exchange movements because gains and losses on
such contracts offset gains and losses on transactions being hedged.
The Company’s exposure to foreign currency changes for all other
currencies is not material.
Ag Growth’s sales denominated in U.S. dollars for the year ended
December 31, 2012 were U.S. $185 million, and the total of its cost of goods
sold and its selling, general and administrative expenses denominated
in that currency were U.S. $126 million. Accordingly, a 10% increase or
decrease in the value of the U.S. dollar relative to its Canadian counterpart
would result in a $18.5 million increase or decrease in sales and a total
increase or decrease of $12.6 million in its cost of goods sold and its selling,
general and administrative expenses. In relation to Ag Growth’s foreign
exchange hedging contracts, a 10% increase or decrease in the value of
the U.S. dollar relative to its Canadian counterpart would result in a $6.6
million increase or decrease in the foreign exchange gain and a $6.6 million
increase or decrease to other comprehensive income.
The counterparties to the contracts are three multinational commercial
banks and therefore credit risk of counterparty non-performance is remote.
Realized gains or losses are included in net earnings and for the year ended
December 31, 2012 the Company realized a gain on its foreign exchange
contracts of $0.6 million [2011 – $5.0 million].
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The open foreign exchange forward contracts as at December 31, 2012 are as follows:
U.S. dollar contracts
Euro contracts
The open foreign exchange forward contracts as at December 31, 2011 are as follows:
notional Canadian dollar equivalent
notional amount of
currency sold
Contract
amount
Cdn $
equivalent
unrealized
gain (loss)
$
94,000
1,000
$
1.02
1.32
$
96,086
1,322
$
1,625
(14)
notional Canadian dollar equivalent
notional amount of
currency sold
Contract
amount
Cdn $
equivalent
unrealized
loss
u.S. $
60,000
$
$
$
0.9905
59,430
(1,828)
The terms of the foreign exchange forward contracts have been negotiated to match the terms of the commitments. There were no highly probable
transactions for which hedge accounting has been claimed that have not occurred and no significant element of hedge ineffectiveness requiring recognition
in the consolidated statement of income.
The cash flow hedges of the expected future sales were assessed to be highly effective and a net unrealized gain of $1,611, with a deferred tax liability of
$429 relating to the hedging instruments, is included in accumulated other comprehensive income.
Subsequent to December 31, 2012, the Company entered a number of foreign exchange contracts for the period June 2014 to December 2014 totalling U.S.
$13 million at an average rate of $1.0148, and for January 2015 and February 2015 totalling U.S. $5 million at an average rate of $1.0417.
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At December 31, 2012, the Company had two customers [2011 – two customers]
that accounted for approximately 17% [2011 – 14%] of all receivables owing.
The requirement for an impairment is analyzed at each reporting date on
an individual basis for major customers. Additionally, a large number of
minor receivables are grouped into homogeneous groups and assessed
for impairment collectively. The calculation is based on actual incurred
historical data. The Company does not hold collateral as security.
The Company does not believe that any single customer group represents
a significant concentration of credit risk.
Liquidity risk
Liquidity risk is the risk that Ag Growth will encounter difficulties in meeting
its financial liability obligations. Ag Growth manages its liquidity risk
through cash and debt management. In managing liquidity risk, Ag Growth
has access to committed short- and long-term debt facilities as well as to
equity markets, the availability of which is dependent on market conditions.
Ag Growth believes it has sufficient funding through the use of these
facilities to meet foreseeable borrowing requirements.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market interest
rates. Furthermore, as Ag Growth regularly reviews the denomination of its
borrowings, the Company is subject to changes in interest rates that are
linked to the currency of denomination of the debt. Ag Growth’s Series A
secured notes and convertible unsecured subordinated debentures
outstanding at December 31, 2012 and December 31, 2011 are at a fixed
rate of interest. As at December 31, 2012, the Company had outstanding
$10,530 of U.S. dollar term debt at a floating rate of interest. A 10% increase
or decrease in the Company’s interest rate would result in an increase or
decrease of $35 to long-term interest expense.
Credit risk
Credit risk is the risk that a customer will fail to perform an obligation or fail
to pay amounts due, causing a financial loss. A substantial portion of Ag
Growth’s accounts receivable are with customers in the agriculture industry
and are subject to normal industry credit risks. This credit exposure
is mitigated through the use of credit practices that limit transactions
according to the customer’s credit quality and due to the accounts
receivable being spread over a large number of customers. Ag Growth
establishes a reasonable allowance for non-collectible amounts with this
allowance netted against the accounts receivable on the consolidated
statement of financial position.
Accounts receivable is subject to credit risk exposure and the carrying
values reflect management’s assessment of the associated maximum
exposure to such credit risk. The Company regularly monitors customers
for changes in credit risk. Trade receivables from international customers
are often insured for events of non-payment through third-party export
insurance. In cases where the credit quality of a customer does not meet
the Company’s requirements, a cash deposit or letter of credit is received
before goods are shipped.
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The tables below summarize the undiscounted contractual payments of the Company’s financial liabilities as at December 31, 2012 and 2011:
December 31, 2012
total
0 - 6 months
6 - 12 months
12 - 24 months
2 - 4 years
After 4 years
Bank debt [includes interest]
Trade payables and provisions
Dividends payable
Convertible unsecured subordinated debentures
[include interest]
total financial liability payments
$
42,442
19,771
2,510
130,969
195,692
$
1,016
19,771
2,510
4,021
27,318
$
1,016
—
—
4,021
5,037
$
14,128
—
—
122,927
137,055
$
26,282
—
—
—
26,282
$
—
—
—
—
December 31, 2011
total
0 - 6 months
6 - 12 months
12 - 24 months
2 - 4 years
After 4 years
Bank debt [includes interest]
Trade payables and provisions
Finance lease obligations
Dividends payable
$
45,497
24,486
131
2,509
$
1,073
24,486
66
2,509
Convertible unsecured subordinated debentures
[include interest]
139,011
4,021
Acquisition price, transaction and financing costs
payable
total financial liability payments
1,938
213,572
1,429
33,584
$
1,073
—
65
—
4,021
509
5,668
$
2,133
—
—
—
$
14,351
—
—
—
8,042
122,927
—
10,175
—
137,278
$
26,867
—
—
—
—
—
26,867
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[b] fair value
Set out below is a comparison by class of the carrying amounts and fair value of the Company’s financial instruments that are carried in the consolidated
financial statements:
financial assets
Loans and receivables
Cash and cash equivalents
Restricted cash
Accounts receivable
Available-for-sale investment
Derivative instruments
financial liabilities
Other financial liabilities
Interest-bearing loans and borrowings
Trade payables and provisions
Finance lease obligations
Dividends payable
Acquisition price, transaction and financing costs payable
Derivative instruments
2012
2011
Carrying amount
fair value
Carrying amount
fair value
$
$
$
$
2,171
34
51,856
2,000
1,611
34,923
19,771
—
2,510
—
—
2,171
34
51,856
2,000
1,611
38,082
19,771
—
2,510
—
—
6,839
2,439
49,691
2,800
—
36,153
24,486
131
2,509
1,938
1,828
6,839
2,439
49,691
2,800
—
39,593
24,486
131
2,509
1,938
1,828
Convertible unsecured subordinated debentures
109,558
113,501
107,202
107,671
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The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between
willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair values:
• Cash and cash equivalents, restricted cash, accounts receivable, dividends payable, finance lease obligations, acquisition price, transaction and financing
costs payable, accounts payable and provisions approximate their carrying amounts largely due to the short-term maturities of these instruments.
• Fair value of quoted notes and bonds is based on price quotations at the reporting date. The fair value of unquoted instruments, loans from banks and
other financial liabilities, as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for
debt on similar terms, credit risk and remaining maturities.
• The Company enters into derivative financial instruments with financial institutions with investment grade credit ratings. Derivatives valued using valuation
techniques with market observable inputs are mainly foreign exchange forward contracts and one option embedded in a convertible debt agreement. The
most frequently applied valuation techniques include forward pricing, using present value calculations. The models incorporate various inputs including
the credit quality of counterparties and foreign exchange spot and forward rates.
[c] fair value [“fv”] hierarchy
Ag Growth uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level 1
The fair value measurements are classified as Level 1 in the FV hierarchy if the fair value is determined using quoted, unadjusted market prices for identical
assets or liabilities.
Level 2
Fair value measurements that require inputs other than quoted prices in Level 1, and for which all inputs that have a significant effect on the recorded fair
value are observable, either directly or indirectly, are classified as Level 2 in the FV hierarchy.
Level 3
Fair value measurements that require unobservable market data or use statistical techniques to derive forward curves from observable market data and
unobservable inputs are classified as Level 3 in the FV hierarchy.
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The FV hierarchy of financial instruments measured at fair value on the consolidated statement of financial position is as follows:
financial assets
Cash and cash equivalents
Available-for-sale investment
Derivative instruments
Restricted cash
2012
2011
level 1
level 2
level 3
level 1
level 2
level 3
$
$
2,171
—
—
34
—
2,000
1,611
—
$
—
—
—
—
$
$
6,839
—
—
2,439
—
2,800
—
—
$
—
—
—
—
During the reporting periods ended December 31, 2012 and December 31, 2011, there were no transfers between Level 1 and Level 2 fair
value measurements.
At December 31, 2012, Ag Growth has $34 of restricted cash, which is classified as a current asset [note 16].
Interest from financial instruments is recognized in finance costs and finance income. Foreign currency and impairment reversal impacts for loans
and receivables are reflected in other income (expense).
28. CAPitAl DiSClOSuRE AnD MAnAGEMEnt
The Company’s capital structure is comprised of shareholders’ equity and
long-term debt. Ag Growth’s objectives when managing its capital structure
are to maintain and preserve its access to capital markets, continue its
ability to meet its financial obligations, including the payment of dividends,
and finance future organic growth and acquisitions.
Ag Growth manages its capital structure and makes adjustments to it in
light of changes in economic conditions and the risk characteristics of the
underlying assets. The Company is not subject to any externally imposed
capital requirements other than financial covenants in its credit facilities
and as at December 31, 2012 and December 31, 2011, all of these covenants
were complied with [note 22].
The Board of Directors does not establish quantitative capital structure
targets for management, but rather promotes sustainable and profitable
growth. Quantitative capital structure targets were disclosed in reporting
periods prior to December 31, 2012. Management monitors capital using
non-GAAP financial metrics, primarily total debt to the trailing twelve
months earnings before interest, taxes, depreciation and amortization
[“EBITDA”] and net debt to total shareholders’ equity. There may be
instances where it would be acceptable for total debt to trailing EBITDA
to temporarily fall outside of the normal targets set by management such
as in financing an acquisition to take advantage of growth opportunities or
industry cyclicality. This would be a strategic decision recommended by
management and approved by the Board of Directors with steps taken in
the subsequent period to restore the Company’s capital structure based on
its capital management objectives.
2012 ANNUAL REPORT 88
01
02
03
04
05
29. RElAtED PARty DiSClOSuRES
Relationship between parent and subsidiaries
The main transactions between the corporate entity of the Company and its
subsidiaries is the providing of cash fundings based on the equity and convertible
debt funds of Ag Growth International Inc. Furthermore, the corporate entity of
the Company is responsible for the billing and supervision of major construction
contracts with external customers and the allocation of sub-projects to the
different subsidiaries of the Company. Finally, the parent company is providing
management services to the Company entities. Between the subsidiaries
there are limited inter-company sales of inventories and services. Because all
subsidiaries are currently 100% owned by Ag Growth International Inc., these
inter-company transactions are 100% eliminated on consolidation.
Key management interests in an employee incentive plan
Compensation of key management personnel of Ag Growth
Ag Growth’s key management consists of 25 individuals including its CEO,
CFO, its Officers and other senior management, divisional general managers
and its Directors.
2012
2011
Short-term employee benefits
Contributions to defined contribution plans
Salaries
Share-based payments
total compensation paid to key management personnel
$
110
168
4,576
1,174
6,028
$
85
165
4,526
2,038
6,814
2011
Share Awards held by key management personnel under the 2007 SAIP have the following expiry dates and exercise prices:
2012
issue date
Expiry date
Exercise price
number outstanding
number outstanding
2007
January 1, 2010, 2011 and 2012
$
0.10
#
—
#
40,000
Key management employees have been granted the following LTIP awards for the different vesting dates without any exercise price:
issue date
2008
2009
2010
Expiry date
2010 - 2012
2011 - 2013
2012 - 2014
Shares outstanding
2012
#
—
40,352
33,996
74,348
2011
#
2,675
80,704
50,997
134,376
financial statements 07
08
09
10
11
89
30. PROfit PER SHARE
Profit per share is based on the consolidated profit for the year divided by the weighted average number of shares outstanding during the year. Diluted profit
per share is computed in accordance with the treasury stock method and based on the weighted average number of shares and dilutive share equivalents.
The following reflects the income and share data used in the basic and diluted profit per share computations:
Profit attributable to shareholders for basic and diluted profit per share
Basic weighted average number of shares
Dilutive effect of DDCP
Dilutive effect of LTIP
Diluted weighted average number of shares
Basic profit per share
Diluted profit per share
2012
$
17,188
12,471,757
26,269
74,348
12,572,374
1.38
1.37
2011
$
24,523
12,423,173
16,719
122,463
12,562,355
1.97
1.95
There have been no other transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of completion of
these consolidated financial statements.
The convertible unsecured subordinated debentures were excluded from the calculation of the above diluted net earnings per share because their
effect is anti-dilutive.
31. REPORtABlE BuSinESS SEGMEnt
The Company is managed as a single business segment that manufactures and distributes grain handling, storage and conditioning equipment. The Company
determines and presents business segments based on the information provided internally to the CEO, who is Ag Growth’s Chief Operating Decision Maker
[“CODM”]. When making resource allocation decisions, the CODM evaluates the operating results of the consolidated entity.
All segment revenue is derived wholly from external customers and as the Company has a single reportable segment, inter-segment revenue is zero.
2012 ANNUAL REPORT 90
FINANCIAL STATEMENTS
Canada
United States
International
01
02
03
04
05
Revenues
Property, plant and equipment, goodwill, intangible
assets and available-for-sale investment
2012
$
76,223
166,183
71,936
313,342
2011
$
63,746
187,645
54,541
305,932
2012
$
148,781
61,954
8,295
219,030
2011
$
152,411
64,787
10,422
227,620
The revenue information above is based on the location of the customer. The Company has no single customer that represents 10% or more of the
Company’s revenues.
32. COMMitMEntS AnD COntinGEnCiES
[a] Contractual commitment for the purchase of property, plant and equipment
As of the reporting date, the Company has entered into commitments to purchase property, plant and equipment of $4.3 million.
[b] letters of credit
As at December 31, 2012, the Company has outstanding letters of credit in the amount of $1,354 [2011 – $1,987].
[c] Operating leases
The Company leases office and manufacturing equipment, warehouse facilities and vehicles under operating leases with minimum aggregate rent payable
in the future as follows:
Within one year
After one year but not more than five years
These leases have a life of between one and five years, with no renewal options included in the contracts.
$
959
2,667
3,626
07
08
09
10
11
91
[e] legal actions
The Company is involved in various legal matters arising in the ordinary
course of business. The resolution of these matters is not expected to have
a material adverse effect on the Company’s financial position, results of
operations or cash flows.
33. SuBSEQuEnt EvEntS
Subsequent to December 31, 2012, the Company entered into an agreement
to sell redundant property for estimated net proceeds of $5.8 million. The
transaction is expected to be finalized on March 31, 2013.
34. COMPARAtivE fiGuRES
Certain of comparative figures have been reclassified to conform to the
current year’s presentation.
During the year ended December 31, 2012, the Company recognized an
expense of $1,048 [2011 – $943] for leasing contracts. This amount relates
only to minimum lease payments.
[d] finance leases
The Company has finance leases for various items of manufacturing
equipment. Future minimum lease payments under finance leases, together
with the present value of the net minimum lease payments, are as follows:
2012
$
2011
$
Minimum lease
payments
Minimum lease
payments
Within one year
After one year but not more
than five years
Total minimum lease
payments
Less amount representing
finance charges
Present value of minimum
lease payments
—
—
—
—
—
131
—
131
4
127
The leased equipment is pledged as collateral. Interest expense related to
obligations under capital leases was $3 for the year ended
December 31, 2012 [2011 – $20].
2012 ANNUAL REPORT 92
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Effective March 14, 2013
Directors
Gary Anderson
Janet Giesselman
Officers
Gary Anderson, President, Chief Executive Officer and Director
Steve Sommerfeld, CA, Executive Vice President and Chief Financial Officer
Bill Lambert, Board of Directors Chairman
Dan Donner, Senior Vice President, Sales and Marketing
Bill Maslechko, Governance Committee Chairman
Paul Franzmann, CA, Senior Vice President, Operations
Mac Moore
Ron Braun, Vice President, Portable Grain Handling
David White, CA, ICD.D, Audit Committee Chairman
Paul Brisebois, Vice President, Marketing
Tim Close, Vice President, Strategic Planning and Development
Gurcan Kocdag, Vice President, Storage and Conditioning
Craig Nimegeers, Vice President, Engineering
Nicolle Parker, Vice President, Finance and Integration
Tom Zant, Vice President, Commercial
Eric Lister, Q.C., Counsel
Additional information relating to the Company, including all public filings,
is available on SEDAR (www.sedar.com).
07
08
09
10
11
93
2012 ANNUAL REPORT 94
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Ag Growth International
198 Commerce Drive
Winnipeg, MB R3P 0Z6
Telephone: 204.489.1855
Fax: 204.488.6929
www.aggrowth.com
Ag Growth IPO: May 18, 2004 (Founded 1996)
Batco Manufacturing, Acquired: 1997 (Founded 1992)
Wheatheart Manufacturing, Acquired: 1998 (Founded 1973)
Westfield Industries, Acquired: 2000 (Founded 1950)
Edwards Group, Acquired: 2005 (Founded 1964)
Hi Roller Conveyors, Acquired: 2006 (Founded 1982)
Twister Pipe Ltd., Acquired: 2007 (Founded 1976)
Union Iron, Inc., Acquired: 2007 (Founded 1852)
Applegate Steel Inc., Acquired: 2008 (Founded 1955)
Mepu Oy, Acquired: 2010 (Founded 1952)
Franklin Enterprises, Acquired: 2010 (Founded 1979)
Tramco Inc., Acquired: 2010 (Founded 1967)
Airlanco Inc., Acquired: 2011 (Founded 2000)
2012 ANNUAL REPORT