Growth International
Annual Report 2013

Plain-text annual report

moving forward 2013 ANNUAL REPORT moving moving forwardforward2014 2011 2010 2008 2007 2006 2005 3 1 0 2 T R O P E R L A U N N A iii IPo 2004 2000 1998 1997 1996 Founded nov 1996 201520162017 ceo message Gary Anderson President & ceo $35M $30M $25M $20M $15M $10M $5M $0 1st Half 2nd Half $70M $60M $50M $40M $30M $20M $10M $0 $40M $30M $20M $10M $0 30% 20% 10% 0% -10% 2012 2013 2010 2011 2012 2013 trade sales Compared to prior year $35M $30M $25M $20M $15M $10M $5M $0 $400M $350M $300M $250M $200M $150M $100M $70M $60M $50M $40M $30M $20M $10M $0 2012 2013 2012 2013 1st Half 2nd Half adjusted ebitda Compared to prior year 1st Half 2nd Half 30% 20% 10% 0% -10% 2012 2013 2010 2011 2012 2013 $40M 1st Half 2nd Half 01 $30M $20M $10M $0 On behalf of our Lorem ipsum dolor sit Board of Directors amet, consectetuer and the entire AGI Team, adipiscing elit we are pleased to present our 2013 Annual Report. While Lorem ipsum dolor sit amet, consectetuer we entered the year in the grasp of a “one in fifty year” adipiscing elit, sed diam nonummy nibh drought in the USA, we were able to enjoy a strong finish euismod tincidunt ut laoreet dolore magna to the year, with back-to-back record quarters. AGI’s aliquam erat volutpat. Ut wisi enim ad minim leading market share in portable grain handling allowed veniam, quis nostrud exerci tation ullamcorper us to take full advantage of a record North American suscipit lobortis nisl ut aliquip ex ea commodo harvest. Fourth quarter 2013 sales were a record $88.0m, consequat. Duis autem vel eum iriure dolor up 47% over Q-4/2012. Fourth quarter Adjusted EBITDA in hendrerit in vulputate velit esse molestie was a record $13.9m, up 194% over the same period a year consequat, vel illum dolore eu feugiat nulla earlier. The second half of 2013 not only demonstrated facilisis at vero eros et accumsan et iusto a strong recovery from the drought, but it also revealed odio dignissim qui blandit praesent luptatum operational improvements, new product development and zzril delenit augue duis dolore te feugait nulla an enhanced presence in international markets, all of which facilisi.Epsum factorial non deposit quid pro were masked by the severity of the drought. In total, H-2 quo hic escorol. Oly. Sales were a record $202.5m in 2013, while H-2 Adjusted EBITDA was also a record $37.2m. Overall, AGI’s 2013 sales Lorem ipsum dolor sit amet, consectetuer were a record $358.3m, up 14% over 2012, and Adjusted adipiscing elit, sed diam nonummy nibh EBITDA hit a record $61.2m, up 24% over the prior year. euismod tincidunt ut laoreet dolore magna aliquam erat volutpat. Ut wisi enim ad minim It is significant to note that the strength of our results veniam, quis nostrud exerci tation ullamcorper was broadly based within our business, capitalizing on suscipit lobortis nisl ut aliquip ex ea commodo favourable crop conditions in North America, a prolonged consequat. Duis autem vel eum iriure dolor U.S. harvest and continued success in international in hendrerit in vulputate velit esse molestie markets. Sales of commercial grain handling equipment consequat, vel illum dolore eu feugiat nulla increased substantially compared to 2012 due to robust facilisis at vero eros et accumsan et iusto domestic demand and a significant increase in international odio dignissim qui blandit praesent luptatum business. Offshore, AGI’s sales increased 29% compared zzril delenit augue duis dolore te feugait nulla to the prior year as we continued to expand our global facilisi.Epsum factorial non deposit quid pro reach. The additions to our Senior Leadership Team since quo hic escorol. Olypian quarrels et gorilla early 2012, along with other key hires, have given us much congolium sic ad nauseum. Souvlaki ignitus needed capacity and depth. We are pleased to highlight carborundum e pluribus unum. Defacto lingo some of our accomplishments from 2013, which were est igpay atinlay. Marquee selectus non. achieved together, as a strong team moving forward. $400M $350M $300M $250M $200M $150M $100M 2012 2013 2012 2013 1st Half 2nd Half ANNUAL REPORT 2013CEO MEssagEIn early 2013, we engaged Ipsos Reid to conduct a market survey with US farmers regarding portable grain handling equipment. Some of you may have heard me reference the results already…but they bear repeating. Our market leadership in portable augers and conveyors was confirmed. Our estimated market share is greater than the next three portable auger competitors combined, while in the smaller niche, Batco’s portable conveyor estimated market share exceeded the next two competitors combined. In both cases, our position is supported by product line refreshment and innovation. In 2013, Westfield launched an enormous 16” auger, in lengths up to 125’ and with a capacity of 20,000 bu./hr. Aside from bragging rights, this new line offers commercial applications including temporary grain piling and provides a portable product companion for larger storage bins, previously only filled with more expensive permanent grain handling equipment. As well, specialized products like this can provide “one-off” solutions for customers with unique situations. They can be the differentiator that wins the day, which in turn allows us to develop long term sustainable relationships. The market leading breadth of Westfield’s catalogue is evident in the photo of smallest to largest stock models. Batco is also renowned for its product innovation. In 2013 Batco completed its development of a unique paddle conveyor which will be targeted at seed applications. This is significant directionally as the seed segment of our market continues to be an area of interest for future development. Our STORM seed treater prototypes went through extensive field tests in 2013, with the first production units rolling off the line in early 2014. By early March we were sold out of our spring run of 150 units, retailing at approximately $35,000 each. The seed treatment market is rapidly growing on the need to find better means to protect seed from insects, parasites, fungus and herbicides. It enhances germination, vigor (drought and disease) and the quality of the plant. Traditionally, crop protection has been delivered by above ground spraying of insecticides and fungicides. Seed treatment is a relatively new technology without widespread use until midway 02 ANNUAL REPORT 2013CEO MEssagEOur development of larger diameter storage bins, up to 105’ in diameter, has proven to be a valuable catalyst for new market development globally. We are most advanced in RUK where AGI sales increased from $27m in 2012 to $57m in 2013, with a significant majority of those sales coming from Ukraine. Our strategy has been customer centric, focused primarily on bundled sales to large corporate farms, grain handlers and port facilities. We have been successful finding well capitalized entities that either qualify for EDC insurance, direct financing or have the ability to pay cash in advance of shipment. Since these customers do most of their business in US dollars, they are largely insulated from the volatility of local currencies. We view this segment of business as both attractive and sustainable as does a long list of Canadian short-line manufacturers doing business in Ukraine. Plans for 2014 include a significant amount of business in Ukraine and a substantial amount of this business has been committed as at the date of writing. Recent events in Ukraine have given us all pause. Many Canadians have family and friends in the region and that is certainly the case for our workforce at AGI. When we speak to the business side of the equation, we mean no disrespect to our employees, customers and friends who are dealing with the situation at a personal level. We recognize the fluidity of events and maintain multiple touch points in the region on a daily basis. There is no way of knowing today how events in the region will play out over the next few months. What we can say is that we remain committed to our 03 through the last decade. It is more effective, lower cost and can incorporate additional protection and enhancements. Treatment application is critical, both in amount and uniformity, if it is to be effective. This is why we were thrilled to have Bayer CropScience select us as their partner in developing the STORM seed treater. The seed treatment industry is growing at an estimated pace of 5-10% per year and to date the development of the treatment itself has far surpassed equipment development. The STORM seed treater is our entry into this market. We are being very attentive to its successful launch and hope to leverage from that success going forward. Key markets will be North America, Brazil/Argentina and Russia/ Ukraine/Kazakhstan (RUK). ANNUAL REPORT 2013CEO MEssagEcustomers and this market with the same resolve we have demonstrated during other challenges. Meanwhile, we will continue our geographic diversification efforts elsewhere. Sales in Asia Pacific grew to $7m 2013 and in Latin America, excluding Brazil, we have successfully developed a network of independent sales agents. This groundwork is beginning to gain traction. In recent months we have won significant projects in Uruguay, Costa Rica, Ecuador and Peru, totalling approximately $13m. Our quote log outside RUK continues to grow, currently running in the $250m range. In addition to this international activity, we continue to explore a number of possible strategies to penetrate the Brazilian market. We are spending a great deal of time identifying both the opportunities and the risks associated with participating in this market. Brazil presents enormous opportunity for our entire catalogue, but even more specifically for some of our strongest North American brands. The opportunities start with the port infrastructure build and follow the chain all the way back to the farm gate. Our strategy must take into account, among other things, the considerable domestic capabilities of Brazil’s well-established agricultural equipment footprint, which is protected by prohibitive tariffs. Challenges aside, current markets, yet alone growth trajectories, compel us to serious consideration. In closing, we would like to take this opportunity to acknowledge our Board of Directors for their exceptional guidance throughout the challenges of this past year, as well as our pursuit of growth opportunities globally. We would also like to thank our many long term shareholders who have stuck with us through some rough times that resulted 04 ANNUAL REPORT 2013CEO MEssagEEUROPE 27% RUK* 61% ASIA PACIFIC 7% 21% 26% 53% United States Canada International *RUK- Russia, Ukraine, Kazakhstan *IMEA- India, Middle East, Africa LATIN AMERICA 3% IMEA* 2% from the 2012 drought. We appreciate and share your long term view of our business. To our new shareholders, we say welcome aboard. Our company has been built on a combination of M&A and organic growth. With the drought effect completely behind us we will return to our more historic, acquisitive nature. In February 2014 we purchased the Swift Current, Saskatchewan based REM GrainVac product line and moved it into Batco’s recently acquired 110,000 square foot production facility. This product fits nicely with our existing line of grain handling products and reminds us of the potential value creation of clip on acquisitions. Moving forward we will continue to work diligently on your behalf to build a strong and globally diverse market leader of grain handling, storage and conditioning solutions. Sincerely, Gary Anderson 05 ANNUAL REPORT 2013CEO MEssagE 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. (“AGI”, the “Company”, “we”, “our” or “us”) for the year ended December 31, 2013. Results are reported in Canadian dollars unless otherwise stated. The financial information contained in this MD&A has been prepared in accordance with International Financial Reporting Standards (“IFRS”). All dollar amounts are expressed in Canadian currency, unless otherwise noted. Throughout this MD&A references are made to “trade sales”, “EBITDA”, “adjusted EBITDA”, “gross margin”, “funds from operations”, “payout ratio” and “adjusted payout ratio”. A description of these measures and their limitations are discussed below under “Non- IFRS Measures”. This MD&A contains forward-looking statements. Please refer to the cautionary language under the heading “Risks and Uncertainties” and “Forward-Looking Statements” in this MD&A and in our most recently filed Annual Information Form. summary of results 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”. (thousands of dollars, other than per share data) Year ended December 31 2013 $ 2012 $ Change trade sales (1) 358,348 314,616 $43,732 14% adjusted ebitda (1) net Profit diluted Profit Per share (1) See “non-IFRS Measures”. 61,186 22,591 49,492 $11,694 24% 17,188 $5,403 31% 1.75 1.37 $0.38 28% Trade sales and adjusted EBITDA were at record highs in 2013 due to a very strong second half as AGI capitalized on favourable crop conditions in North America and experienced continued success in international markets. AGI’s leading market share in portable grain handling allowed the Company to take full advantage of record North American crop production volumes and a prolonged U.S. harvest. Sales of commercial grain handling equipment increased substantially compared to 2012 due to robust domestic demand and a significant increase in international business. Offshore, AGI’s sales increased 29% 06 ANNUAL REPORT 2013ManageMent’s discussion & analysiscompared to the prior year as the Company continues to expand its global reach and solidify its position in key international markets. A strong operating performance across all divisions lead to an increase in the Company’s gross margin percentage and accordingly, with sales at record highs, AGI’s adjusted EBITDA exceeded $60 million. Based on current conditions in North America and strong momentum in its international business, management retains a positive outlook for fiscal 2014 (see “Outlook”). the second half of 2013 was offset by a slow start to the year that was largely the result of Canadian farmers capitalizing on high agricultural commodity prices and selling their harvested 2012 crop rather than storing it on the farm, resulting in a reduced need for AGI equipment at the farm level in early 2013. The opposite is true as we enter 2014 as a record 2013 crop and a significant increase in bushels stored on the farm has resulted in increased demand and a higher order backlog compared to the prior year. Trade Sales (see “Non-IFRS Measures”) Trade sales of $358.3 million in 2013 represent a record for AGI and reflect its market leading position in on-farm and commercial grain handling equipment and its rapidly growing international presence. (thousands of dollars) Year ended December 31 Canada US International total 2013 $ 74,818 191,039 92,491 2012 $ Change 76,223 (2%) 166,457 71,936 15% 29% 14% 358,348 314,616 Sales in Canada in the second half of 2013 increased 13% over a very strong 2012 comparative as AGI leveraged its market leading position and capitalized on record Canadian crop production. The strength in In the United States, a record corn harvest and an extended harvest season contributed to a 15% increase in trade sales compared to the prior year. Sales in the second half of the current year increased 31% compared to the drought impacted second half of 2012. The large crop and late harvest in 2013 generated very strong in-season demand for on-farm portable equipment and resulted in low levels of inventory at the dealer level post-harvest. As a result, dealer participation in the Company’s preseason program increased significantly. Sales of commercial equipment increased substantially compared to the prior year due to continued investment in commercial grain handling infrastructure domestically and significant growth in international markets. AGI entered 2014 with a record sales order backlog for both portable and commercial grain handling equipment. International sales increased 29% to over $92 million in 2013, representing the fourth consecutive year AGI has posted record offshore sales. AGI’s established market presence in Eastern Europe resulted in a significant increase in sales activity in the region with projects in Russia, Romania and most significantly Ukraine contributing 07 ANNUAL REPORT 2013ManageMent’s discussion & analysisto strong 2013 results. AGI’s growing global presence was further evidenced by sales in the Middle East, Southeast Asia, Australia and Latin America. The Company’s quote book remains at record levels and entering 2014 AGI’s offshore order book is significantly higher than at the same time in 2013. See also “Outlook”. Gross Margin (see “Non-IFRS Measures”) The Company’s gross margin percentage for the year ended December 31, 2013 was 33.2%, compared to 32.2% in 2012. The increase is the result of a strong performance across all business lines that resulted from higher and more predictable sales volumes in the second half of the year as well as operational initiatives including further implementation of lean manufacturing. The increase in gross margin percentage was achieved despite a decrease in the proportion of sales attributable to higher margin portable equipment. Adjusted EBITDA (see “Non-IFRS Measures”) Adjusted EBITDA for the year ended December 31, 2013 was a record $61.2 million and represents a $11.7 million increase over the 2012 comparative. The record adjusted EBITDA in 2013 was due to a substantial increase in sales, the result of a return to positive market conditions and overseas growth, and a strong operational performance across all business lines. Diluted Profit Per Share For the year ended December 31, 2013, the Company reported fully diluted net profit per share of $1.75 (2012 - $1.37). The significant increase is largely due to higher adjusted EBITDA. Other factors to consider when comparing to the prior year include the sale of a redundant production facility in 2013 for a gain of $4.7 million, a loss on foreign exchange in 2013 of $4.0 million (2012 – gain of $0.5 million), a non-cash interest expense of $1.3 million in 2013 related to the redemption of AGI’s 2009 debentures (see “Convertible Debentures”) and a non-cash goodwill impairment charge at the Mepu division in 2012 of $1.9 million. corPorate oVerVieW AGI is 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 the year ended December 31, 2013 was CAD $1.03 (2012 - $1.00). Our business is also sensitive to fluctuations in input costs, especially steel, a principal raw material in our products, which represented approximately 24% of the Company’s production costs in 2013. 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. outlooK Overview Record crop production in North America and a prolonged harvest season in the U.S. resulted in strong demand for on-farm portable grain handling equipment and low post-harvest inventory levels throughout AGI’s North American dealer network. In addition, moderating agricultural commodity prices have incentivized farmers to store more 08 ANNUAL REPORT 2013ManageMent’s discussion & analysisof their 2013 crop on the farm which is supportive of post-harvest demand for storage, aeration and handling equipment. As a result, off-season demand is higher than typical and participation in the Company’s annual preseason programs was very strong as dealers rebuild their inventory in advance of the 2014 growing season. AGI’s backlog for portable handling equipment is at record levels as we enter 2014 which bodes well for sales in the first two quarters of 2014. Demand for portable handling equipment in the second half of 2014 will be influenced by a number of factors including the volume of grain grown and conditions during harvest. At its 2014 Agricultural Outlook Forum, the USDA forecast overall planting in the U.S. to ease lower in 2014, with corn acres declining 3.6% from the modern day record high in 2013 and soybean acres increasing 3.9%. It is premature to accurately predict crop yields however field moisture levels in the U.S. are significantly improved compared to the same time in 2013. Based on current conditions, management expects strong demand for portable equipment in the second half of 2014. Demand for commercial equipment remains very strong as the U.S. commercial grain handlers continue to focus on efficiencies and expansion of capacity in response to fluctuating agricultural commodity prices and a long-term trend towards higher grain production. AGI’s commercial handling equipment business has also benefited from our continued growth in offshore markets. The Company’s commercial backlog entering 2014 was its highest on record and quoting activity both domestically and offshore remains robust. Offshore, AGI reported its fourth consecutive record year in 2013 as sales grew 29% to over $92 million. AGI’s increasing presence in new markets across the globe has resulted in record levels of quoting activity and entering 2014 AGI’s international order backlog is significantly higher compared to the prior year. In 2014 management expects to transact significant business in Eastern Europe, particularly Ukraine. Current political volatility in the region, however, has the potential to delay the shipment of committed orders and may defer new business. (See “Recent Events in Ukraine”). Sales growth is anticipated in Latin America as AGI begins to realize on the groundwork that was laid through the allocation of dedicated sales resources in 2012. AGI’s growing global presence was further evidenced by sales in the Middle East, Southeast Asia and Australia in 2013 and management anticipates continued success in these regions in 2014. Based on current conditions, management anticipates overall international sales in 2014 to exceed the record levels achieved in 2013. AGI’s financial results are impacted by the rate of exchange between the Canadian and U.S. dollars. A weaker Canadian dollar positively impacts sales and gross margin percentages when comparing to prior periods. For the year ended December 31, 2013, AGI’s average rate of exchange was $1.03. The Canadian dollar weakened in the latter portion of 2013 and based on the current rate of exchange AGI’s financial results in 2014 may benefit from a weaker Canadian dollar compared to 2013. A portion of the Company’s 2014 foreign exchange exposure has been hedged through forward foreign exchange contracts (see “Financial Instruments). On January 17, 2014, AGI redeemed its outstanding 7.0% convertible debentures with cash on hand and proceeds from the December 2013 issuance of 5.25% convertible debentures (see “Capital Structure”). Management expects lower cash interest expense related to outstanding debentures will benefit profit per share in 2014. Consistent with prior years, sales in 2014, particularly in the second half, will be influenced by weather patterns, crop conditions and the timing of harvest and conditions during harvest. Changes in global macro-economic factors as well as sociopolitical factors in certain local or regional markets, including the ongoing uncertainty and volatility in Ukraine, and the availability of credit and export credit agency support in offshore markets, also may influence sales, primarily of commercial grain handling and storage products. Results may also be impacted by changes in steel and other material input costs and the rate of exchange between the Canadian and U.S. dollars. (See also, “Risk and Uncertainties “). 09 ANNUAL REPORT 2013ManageMent’s discussion & analysisRecent Events in Ukraine AGI’s international growth strategy has been very successful and in recent years offshore sales have increased significantly. In 2013, sales to Russia, Ukraine and Kazakhstan (“RUK”) were $57 million (2012 - $27 million), with a significant majority of these in Ukraine. AGI currently has accounts receivable in RUK of $17 million, the value of which are 90% insured by Export Development Canada (“EDC”). We do not believe recent events in Ukraine have resulted in a significantly higher risk related to the collection of these receivables. AGI has no physical assets located in RUK. Our business in Ukraine, as is the case with most of our new business in emerging markets, is primarily comprised of turn-key projects that bundle our commercial grain handling equipment with large diameter storage bins and are sold to large corporate farms, commercial grain handlers and port facilities. Our customers in Ukraine are predominantly well capitalized entities that either qualify for EDC insurance, direct financing or are able to pay cash in advance of shipment, and they generally transact a significant portion of their business in U.S. dollars and accordingly are largely insulated from volatility in local currencies. AGI’s plans for 2014 include a continuing significant amount of business in Ukraine and a substantial amount of this business has been committed as at the date of writing. We have been in regular contact with our customers in the region and to date there has not been an indication that their capital expenditure plans have been impacted by the recent events. Our customers have requested we keep on schedule and accordingly we continue to ship product to Ukraine as we have throughout Q1. The situation in Ukraine and the region is very fluid. Although at this time our customers have not changed their view with respect to capital projects this may change if the situation worsens. Our business may also be adversely affected in the event of negative developments with respect to currency controls, trade sanctions or export credit agency support, a deterioration in or expansion of the current political, social or military situation or if the current situation is protracted. (See also, “Risk and Uncertainties - International Sales and Operations”). 10 ANNUAL REPORT 2013ManageMent’s discussion & analysisdetailed oPeratinG results ebitda reconciliation (thousands of dollars, other than per share data) Year ended December 31 (thousands of dollars) Year ended December 31 Trade sales (1) Loss on FX(2) sales Cost of inventories Depreciation / amortization Cost of sales General & administrative Corporate acquisition activity Depreciation / amortization Impairment of goodwill Other operating income Finance costs Finance expense (income) Profit before income taxes Current income taxes Deferred income taxes 2013 $ 358,348 (1,561) 356,787 239,348 5,755 245,103 58,936 286 4,287 0 (5,727) 14,883 2,388 36,631 7,595 6,445 Profit for the year 22,591 net Profit Per share basic diluted 1.80 1.75 (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 Profit before income taxes Impairment of goodwill Finance costs Depreciation / amortization in costs of sales Depreciation / amortization in G&A expenses ebitda(1) Loss on foreign exchange in sales(2) Loss (gain) on foreign exchange in finance income Corporate acquisition activity Loss (gain) on sale of property, plant & equipment adjusted ebitda(1) (1) See “non-IFRS Measures”. 2013 $ 36,631 0 14,883 2012 $ 25,013 1,890 13,058 5,755 5,839 4,287 61,556 1,561 2,416 286 (4,633) 61,186 4,171 49,971 274 (785) 0 32 49,492 (2) Primarily related to gains on foreign exchange contracts. 11 ANNUAL REPORT 2013ManageMent’s discussion & analysisassets & liabilities (thousands of dollars) Year ended December 31 Total assets Total liabilities 2013 $ 485,636 288,658 2012 $ 370,482 180,786 exPlanation of oPeratinG results Trade Sales (thousands of dollars) Year ended December 31 Canada US International total 2013 $ 74,818 191,039 92,491 358,348 2012 $ 76,223 166,457 71,936 314,616 Change (2%) 15% 29% 14% Canada Sales in Canada in the second half of 2013 increased 13% over a very strong 2012 comparative as AGI leveraged its market leading position and capitalized on record crop production in Canada. The strength in the second half of 2013 was offset by a slow start to the year that was largely the result of Canadian farmers capitalizing on high agricultural commodity prices and selling their harvested 2012 crop rather than storing it on the farm, resulting in a reduced need for AGI equipment at the farm level in early 2013. The opposite is true as we enter 2014 as a record 2013 crop and a significant increase in bushels stored on the farm has resulted in increased demand and a higher order backlog compared to the prior year. United States In the United States, a record corn harvest and an extended harvest season contributed to a 15% increase in trade sales compared to the prior year. Sales in the second half of the current year increased 31% compared to the drought impacted second half of 2012. The large crop and late harvest in 2013 generated very strong in-season demand for on-farm portable equipment and resulted in low levels of inventory at the dealer level post-harvest. As a result, dealer participation in the Company’s preseason program increased significantly. Sales of commercial equipment increased substantially compared to the prior year due to continued investment in commercial grain handling infrastructure domestically and significant growth in international markets. AGI entered 2014 with a record sales order backlog for both portable and commercial grain handling equipment. International International sales increased 29% to over $92 million in 2013, representing the fourth consecutive year AGI has posted record offshore sales. AGI’s established market presence in Eastern Europe resulted in a significant increase in sales activity in the region with projects in Russia, Romania and most significantly Ukraine contributing to strong 2013 results. AGI’s growing global presence was further evidenced by sales in the Middle East, Southeast Asia, Australia and Latin America. The Company’s quote book remains at record levels and entering 2014 AGI’s offshore order book is significantly higher than at the same time in 2013. See also, “Outlook”. 12 ANNUAL REPORT 2013ManageMent’s discussion & analysisGross Profit & Gross Margin (thousands of dollars) Trade sales Cost of inventories(1) Gross marGin(1) Gross Margin(1) (as a % of trade sales) Gross Margin(2), excluding goods purchased for resale Year ended December 31 2013 2012 $358,348 239,348 $119,000 $314,616 213,360 $101,256 33.2% 32.2% 34.3% 33.0% (1) Excludes depreciation and amortization included in cost of sales. (2) As per (1) but excluding goods purchased for resale and services provided by third parties. See explanation below. The Company’s gross margin percentage for the year ended December 31, 2013 was 33.2%, compared to 32.2% in 2012. As a proportion of total sales the Company’s highest margin products in portable grain handling decreased compared to 2012, however the Company’s consolidated gross margin percentage increased due to efficiencies related to higher production volumes and operational initiatives. AGI will often provide complete grain storage and handling systems when selling internationally and these projects may include equipment not currently manufactured by the Company or services not provided by the Company. AGI outsources this equipment and the services and passes through the cost to the customer at a low gross margin percentage. Excluding these items, the Company’s gross margin for the year ended December 31, 2013 was 34.3% (2012 – 33.0%). General & Administrative Expenses For the year ended December 31, 2013, selling, general & administrative expenses were $58.9 million (16.4% of sales) compared to $51.9 million (16.5% of sales) in 2012. The change from 2012 is largely due to the following: • Sales and marketing expenses increased $1.8 million due largely to an increase in performance based incentives compared to the drought impacted results of 2012 as well as continued investment in the Company’s international sales team. • Salaries and wages increased $0.8 million due largely to higher performance based incentives compared to the drought impacted results of 2012. • Share based compensation expense increased $1.9 million as expenses related to the implementation of the 2012 Share Award Incentive Plan were partially offset by lower expenses related to the expiring LTIP. Based on current participation, which includes 32 employees, the expense going forward will approximate $0.75 million per quarter until awards begin to vest on January 1, 2016. • Outside commission expense decreased $1.0 million due to a change in territorial and customer sales mix. • The remaining variance is the result of a number of offsetting factors with no individual variance larger than $0.7 million. EBITDA & Adjusted EBITDA (thousands of dollars) Year ended December 31 ebitda(1) adjusted ebitda(1) 2013 $ 61,556 61,186 2012 $ 49,971 49,492 (1) See the EBITDA reconciliation table above and “Non-IFRS Measures”. The increase in EBITDA and adjusted EBITDA in 2013 was due to a substantial increase in sales, the result of a return to positive market conditions and overseas growth, and a strong operational performance across all business lines. See “EBITDA Reconciliation” above for a reconciliation between these measures. 13 ANNUAL REPORT 2013ManageMent’s discussion & analysisFinance Costs Other Operating Expense (Income) The Company’s bank indebtedness as at December 31, 2013 was nil (2012 – nil) and its outstanding long-term debt was $26.4 million (2012 - $34.9 million). Long-term debt at December 31, 2013 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. AGI repaid U.S. $10.5 million of non-amortizing term debt in December 2013. See “Capital Resources” for a description of the Company’s credit facilities. Other operating income in the current year is primarily the result of a $4.7 million gain on the sale of a facility in Saskatoon, SK, made redundant through reallocation of production to other AGI facilities. Other income also includes earnings related to AGI acting as agent on certain goods and services provided by third parties and passed through to international customers. Depreciation & Amortization Finance costs for the year ended December 31, 2013 were $14.9 million (2012 - $13.1 million). In addition to the instruments noted above, at December 31, 2013 the Company had outstanding (see “Capital Resources”): 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. Total depreciation and amortization is summarized below: • $114.9 million aggregate principal amount of 7.0 % convertible unsecured subordinated debentures (2012 - $114.9 million) that converted at the option of the holder or were redeemed in January 2014. • $86.2 million aggregate principal amount of 5.25% convertible unsecured subordinated debentures that were issued in December 2013 (2012 – nil). Finance costs in the current period include a non-cash expense of $1.3 million resulting from the accelerated amortization of finance fees and accretion related to the redemption of AGI’s 2009 debentures (see “Convertible Debentures”) subsequent to year-end. Finance costs also 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 expense (income) relates primarily to the non-cash gain or loss on the translation of the Company’s U.S. dollar denominated long-term debt at the rate of exchange in effect at the end of the quarter. Depreciation (thousands of dollars) Year ended December 31 Depreciation in cost of sales Depreciation in G&A total dePreciation Amortization 2013 $ 5,470 533 6,003 2012 $ 5,596 565 6,161 (thousands of dollars) Year ended December 31 Amortization in cost of sales Amortization in G&A total amortization 2013 $ 285 3,754 4,039 2012 $ 243 3,606 3,849 14 ANNUAL REPORT 2013ManageMent’s discussion & analysisCurrent income tax expense Effective tax rate For the year ended December 31, 2013 the Company recorded current tax expense of $7.6 million (2012 – $3.8 million). Current tax expense relates primarily to AGI U.S. subsidiaries. Deferred income tax expense For the year ended December 31, 2013, the Company recorded deferred tax expense of $6.4 million (2012 - $4.1 million). Deferred tax expense in 2013 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 and intangible assets. 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, 2013, the Company offset $4.3 million of Canadian tax otherwise payable (2012 - $1.8 million) through the use of these attributes and since the date of Conversion a cumulative amount of $27.8 million has been utilized. Utilization of these tax attributes is recognized in deferred income tax expense on the Company’s income statement and the unused tax attributes of $42.7 million are recorded as an asset on the Company’s balance sheet. See “Risks and Uncertainties – Income Tax Matters”. (thousands of dollars) Year ended December 31 Current tax expense Deferred tax expense total tax Profit before taxes Total tax % 2013 $7,595 6,445 $14,040 $36,631 38.3% 2012 $3,771 4,054 $7,825 $25,013 31.3% The Company’s effective tax rate for the year ending December 31, 2013 was 38.3% (2012 – 31.3%). In the current year the Company recorded a non-cash foreign exchange loss of $3.8 million (2012 - gain of $1.5 million) that impacts profit before taxes but is not included in the calculation of current or deferred tax expense. In addition the current year includes non-cash share based compensation expenses of $1.5 million (2012 – nil) related to awards granted under AGI’s 2012 share award incentive plan that are not deductible for tax purposes, as well as the non-taxable portion of the gain on sale of the Saskatoon property of $2.3 million. Current tax expense in 2013 as a percentage of profit before taxes increased compared to 2012 as a higher proportion of pre-tax income was attributable to the Company’s U.S. subsidiaries. Profit & profit per share For the year ended December 31, 2013, the Company reported net profit of $22.6 million (2012 - $17.2 million), basic net profit per share of $1.80 (2012 - $1.38), and fully diluted net profit per share of $1.75 (2012 - $1.37). The increase in profit and profit per share is largely due to higher adjusted EBITDA. Other significant factors to consider when comparing to the prior year include the sale of a redundant production facility in 2013 for a gain of $4.7 million, a loss on foreign exchange in 2013 of $4.0 million (2012 – gain of $0.5 million), a non-cash interest expense of $1.3 million in 2013 related to the redemption of AGI’s 2009 debentures (see “Convertible Debentures”) and a non-cash goodwill impairment charge at the Mepu division in 2012 of $1.9 million. 15 ANNUAL REPORT 2013ManageMent’s discussion & analysisSelected Annual Information (thousands of dollars, other than per share data) Quarterly financial information (thousands of dollars other than per share data) Sales EBITDA Adjusted EBITDA Net profit Profit per share - basic Profit per share - fully diluted Year ended December 31 2013 2012 2011 $358,348 $314,616 $301,014 $61,556 $61,186 $22,591 $1.80 $1.75 $49,971 $56,038 $49,492 $17,188 $53,274 $24,523 $1.38 $1.37 $1.97 $1.95 Funds from operations $52,793 $32,306 $40,319 Payout ratio 57% 93% 75% Dividends declared per common share $2.40 $2.40 $2.40 Total assets $485,636 $370,482 $394,566 Total long-term liabilities $116,346 $153,515 $151,986 The following factors impact comparability between years in the table above: • Sales, gain (loss) on foreign exchange, net earnings, and net earnings per share are significantly impacted by the rate of exchange between the Canadian and U.S. dollars. • A widespread drought in the U.S. impacted sales and profit in the third and fourth quarters of 2012 and the first and second quarters of 2013. • The inclusion of the assets, liabilities and operating results of Airlanco, acquired on October 4, 2011, significantly impacts comparisons in the table above. Average USD/CAD Exchange Rate $ 1.01 1.02 1.04 1.04 Sales $ 59,547 93,320 116,447 87,473 2013 Profit (loss) $ 3,399 5,956 12,718 518 Basic Profit (loss) per Share $ Diluted Profit (loss) per Share $ 0.27 0.47 1.01 0.04 0.26 0.46 0.95 0.04 1.03 356,787 22,591 1.80 1.75 Average USD/CAD Exchange Rate $ 1.00 1.01 1.00 1.00 2012 Profit (loss) $ 5,299 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 Sales $ 72,355 98,115 83,855 60,017 (3,436) (0.28) (0.27) 1.00 314,342 17,188 1.38 1.37 Q1 Q2 Q3 Q4 fiscal 2013 Q1 Q2 Q3 Q4 fiscal 2012 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 AGI’s working capital 16 ANNUAL REPORT 2013ManageMent’s discussion & analysis movements, cash provided by operations will typically be highest in the fourth quarter. The seasonality of AGI’s business may be impacted by a number of factors including weather and the timing and quality of harvest in North America. The following factors impact the comparison between periods in the previous table: • Sales, gain (loss) on foreign exchange, profit, and profit per share in all periods are impacted by the rate of exchange between the Canadian and U.S. dollars. • A widespread drought in the U.S. impacted sales and profit in the third and fourth quarters of 2012 and the first and second quarters of 2013. fourth Quarter (thousands of dollars other than per share data) Three months ended December 31 Trade Sales Trade sales for the three months ended December 31, 2013 were very strong due to a large and extended harvest in North America and continued strength in commercial sales both domestically and overseas. Sales in the fourth quarter of 2013 of $88.0 million were a record for AGI and represent a 47% increase over the drought impacted fourth quarter of 2012. Sales records for the quarter were achieved in the three geographic segments of Canada, the United States and International. (thousands of dollars) Three months ended December 31 Canada US International total 2013 $ 16,541 46,214 25,261 2012 $ 12,111 Change $4,430 30,357 $15,857 17,431 $7,830 88,016 59,899 $28,117 37% 52% 45% 47% 2013 $ 2012 $ Change Gross Margin Trade sales 88,016 59,899 $28,117 47% Adjusted EBITDA Net Profit Diluted profit per share 13,904 4,735 518 (3,436) $9,169 $3,954 0.04 (0.27) $0.31 194% - - Gross margin as a percentage of sales for the three months ended December 31, 2013 was 32.8%, (2012 – 29.3%). Gross margin percentages in the fourth quarter of 2013 increased primarily due to increased production volumes, operational efficiencies and sales mix. Historically, gross margin percentages are low in the fourth quarter of a fiscal year due to lower sales volumes and preseason sales discounts. AGI will often provide complete grain storage and handling systems when selling internationally and these projects may include equipment not currently manufactured by the Company or services not provided by the Company. AGI outsources this equipment and the services and resells it to the customer at a low gross margin percentage. Excluding these goods purchased for resale, the Company’s gross margin in the fourth quarter of 2013 was 34.1% (2012 – 30.5%). 17 ANNUAL REPORT 2013ManageMent’s discussion & analysisExpenses cash floW & liQuidity (thousands of dollars) Year ended December 31 For the three months ended December 31, 2013, general and administrative expenses were $15.9 million or 18% of sales (2012 - $12.7 million and 21%). As a percentage of sales, general and administrative expenses in the fourth quarter of a fiscal year are generally higher than the annual percentage due to seasonally lower sales volumes. The increase from 2012 was largely due to: • Sales and marketing expenses increased $0.8 million primarily as a result of higher performance based incentives compared to 2012 as well as further investment in the Company’s international sales team. • Salaries and wages increased $0.5 million due largely to higher performance based incentives compared to 2012. • Share based compensation expense increased $0.6 million as expenses related to the implementation of the 2012 Share Award Incentive Plan were partially offset by lower expenses related to the expiring LTIP. Adjusted EBITDA, EBITDA and Net Earnings Adjusted EBITDA for the three months ended December 31, 2013 was $13.9 million (2012 - $4.8 million). The increase was the result of record sales both in North America and overseas and a strong operational performance across all business lines. The fourth quarter of 2012 was negatively impacted by the U.S. drought. EBITDA for the three months ended December 31, 2013 was $12.1 million, compared to $4.5 million in 2012. The increase in EBITDA is the result of the factors above offset by a loss on foreign exchange in the current year compared to a gain in 2012. For the three months ended December 31, 2013, the Company reported net earnings of $0.5 million (2012 - net loss of $3.4 million), basic net earnings per share of $0.04 (2012 - net loss per share of $0.28), and a fully diluted net earnings per share of $0.04 (2012 – net loss per share of $0.27). Net earnings in the current period include a non-cash interest expense of $1.3 million resulting from the accelerated amortization of finance fees and accretion related to the redemption of AGI’s 2009 debentures (see “Convertible Debentures”) subsequent to year-end. 18 Profit before income taxes Add charges (deduct credits) to operations not requiring a current cash payment: Depreciation/Amortization Translation loss (gain) on FX Non-cash interest expense Share based compensation Non-cash impairment of goodwill Loss (gain) on sale assets 2013 $ 36,631 10,042 7,790 4,071 3,084 0 (4,633) 56,985 Net change in non-cash working capital balances related to operations: Accounts receivable Inventory Prepaid expenses & other Accounts payable Customer deposits Provisions Settlement of SAIP obligation Income tax paid cash ProVided by oPerations (6,722) 967 (580) 13,521 13,688 980 21,834 0 (6,181) 2012 $ 25,013 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) 72,638 31,594 ANNUAL REPORT 2013ManageMent’s discussion & analysisFor the year ended December 31, 2013, cash provided by operations was $72.6 million (2012 – $31.6 million). The significant increase resulted primarily from higher profit before taxes and a substantial increase in cash generated from working capital. Growth in accounts receivable compared to 2012 is primarily the result of a significant increase in fourth quarter sales compared to the prior year. The increase in accounts payable is largely due to timing of certain payments and higher performance based bonus accruals. The increase in customer deposits is indicative of higher levels of committed commercial business, both in North America and offshore, compared to the same time in the prior year. Working Capital Requirements Interim period working capital requirements typically reflect the seasonality of the business. AGI’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, AGI 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. AGI has typically fully repaid its operating line balance by early in the fourth quarter. Going forward, growth in international business may result in an increase in the number of days accounts receivable remain outstanding and result in increased usage of working capital in certain quarters. Capital Expenditures Maintenance capital expenditures in the year ended December 31, 2013 were $2.6 million (0.7% of trade sales) compared to $3.5 million (1.1%) in 2012. Maintenance capital expenditures in 2013 relate primarily to purchases of manufacturing equipment and building repairs and were funded through cash on hand, cash from operations and bank indebtedness. AGI 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. AGI had non- maintenance capital expenditures $11.7 million in the year ended December 31, 2013 (2012 - $1.2 million) that related primarily to a $10.2 million investment in facilities and equipment to support growth in the portable handling equipment market as well as manufacturing equipment purchases and facility enhancements to support growth in commercial grain handling. 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 2014 are expected to return to a range of 1.0% to 1.5% of sales and non-maintenance capital expenditures are expected to decrease as there are no current plans for a project similar to the $10.2 million facility upgrade undertaken in 2013. Maintenance and non-maintenance capital expenditures are expected to be financed through bank indebtedness and cash on hand. Cash Balance The Company’s cash balance at December 31, 2013 was $108.7 million (2012 – $2.2 million) and its outstanding long-term debt was $26.4 million (2012 - $34.9 million). The increase in cash compared to the prior year is largely due to the receipt of $82.8 million net proceeds related to the issuance of AGI’s 5.25% convertible debentures in December 2013. The net proceeds formed a component of the funds used to redeem AGI’s 7.0% debentures subsequent to year-end (see “Convertible Debentures”). 19 ANNUAL REPORT 2013ManageMent’s discussion & analysiscontractual obliGations (thousands of dollars) Debentures (2013) Debentures (2009) Long-term debt Operating leases total obliGations Total $ 86,250 114,885 26,595 6,475 2014 $ 0 114,885 5 1,436 234,205 116,326 2015 $ 0 0 0 1,097 1,097 2016 $ 0 0 26,590 848 27,438 2017 $ 0 0 0 678 678 2018+ $ 86,250 0 0 2,416 88,666 Debentures (2009) relate to the aggregate principal amount of the 7.0% debentures issued by the Company in October 2009. Principal amount $19.0 million of these debentures were converted to common shares at the option of the holder in January 2014 and the remainder were redeemed by AGI on January 17, 2014. Debentures (2013) relate to the aggregate principal amount of the 5.25% debentures issued by the Company in December 2013 (see “Convertible Debentures” below). Long-term debt at December 31, 2013 is comprised of U.S. $25.0 million aggregate principal amount of secured notes issued through a note purchase and private shelf agreement. The operating leases relate primarily to vehicle, equipment, warehousing and facility leases and were entered into in the normal course of business. caPital resources Cash Cash and cash equivalents at December 31, 2013 were $108.7 million (2012 - $2.2 million). The increase in cash compared to the prior year is largely due to the receipt of $82.8 million net proceeds related to the issuance of AGI’s 5.25% convertible debentures in December 2013. The net proceeds formed a component of the funds used to redeem AGI’s 7.0% debentures subsequent to year-end (see “Convertible Debentures”). Due to the seasonality of its business the Company typically draws on its operating line in the first half of a fiscal year and the operating line begins to decrease in the third quarter. AGI has typically fully repaid its operating line balance by early in the fourth quarter and that was the case in 2013. 20 ANNUAL REPORT 2013ManageMent’s discussion & analysis Debt Facilities On October 29, 2009, the Company issued US $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, AGI 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. In the fourth quarter of 2013 the Company exercised the accordion feature of the credit facility and increased its available credit by $25 million. The committed lines under the facility are unchanged under the new facility. The table below summarizes amounts committed and drawn (USD converted at $1.0636) as at December 31, 2013: (thousands of dollars) Committed line at as December 31, 2013 Long term debt drawn under facility Bank indebtedness drawn under facility undraWn at december 31, 2013 Debt Facilities $96,931 0 0 $96,931 Amounts drawn under the facility bear 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 March 8, 2016. AGI 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 Debentures (2009) In 2009 the Company issued $115 million aggregate principal amount of convertible unsecured subordinated debentures (the “2009 Debentures”) at a price of $1,000 per 2009 Debenture. The 2009 Debentures bore interest at an annual rate of 7.0% payable semi- annually on June 30 and December 31. Each 2009 Debenture was 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 2009 Debentures was December 31, 2014. On and after December 31, 2013, at the option of the Company the 2009 Debentures could be redeemed at a price equal to their principal amount plus accrued and unpaid interest. In December 2013 the Company announced its intention to redeem the 2009 Debentures effective January 20, 2014. In January 2014, holders of $19.0 million principal amount of the 2009 Debentures exercised the conversion option and were issued 422,897 common shares. The Company redeemed all remaining outstanding 2009 Debentures on January 20, 2014. The 2009 Debentures traded on the TSX under the symbol AFN.DB. Debentures (2013) In December 2013 the Company issued $86.2 million aggregate principal amount of convertible unsecured subordinated debentures (the “2013 Debentures”) at a price of $1,000 per 2013 Debenture. The 2013 Debentures bear interest at an annual rate of 5.25% payable semi- annually on June 30 and December 31 with the first payment due on June 30, 2014. Each 2013 Debenture is convertible into common shares of the Company at the option of the holder at a conversion price of $55.00 per common share. The maturity date of the 2013 Debentures is December 31, 2018. 21 ANNUAL REPORT 2013ManageMent’s discussion & analysisOn and after December 31, 2016 and prior to December 31, 2017, the 2013 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, 2017, the 2013 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 2013 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 2013 Debentures by delivering sufficient freely tradeable common shares to satisfy its interest obligation. The 2013 Debentures trade on the TSX under the symbol AFN.DB.A. common shares The following number of common shares were issued and outstanding at the dates indicated: December 31, 2012 Share issues under Dividend Reinvestment Plan Exercise of grant under DDCP December 31, 2013 Shares issued under Dividend Reinvestment Plan Conversion of 2009 Debentures march 12, 2014 # Common Shares 12,548,103 74,793 5,395 12,628,291 19,181 422,897 13,070,369 On November 17, 2011, AGI 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. AGI 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, 2013, a total of 300,307 common shares related to the LTIP had vested to the participants and 1,766 awards were forfeited. No further awards are available under the LTIP subsequent to 2012. On May 11, 2012 the shareholders of AGI 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, 2013, a total of 214,000 RSU’s and 110,000 PSU’s have been granted. A total of 33,206 deferred grants of common shares are outstanding under the Company’s Director’s Deferred Compensation Plan. 22 ANNUAL REPORT 2013ManageMent’s discussion & analysis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. AGI’s common shares trade on the TSX under the symbol AFN. diVidends In the year ended December 31, 2013, AGI declared dividends to shareholders of $30.2 million (2012 - $30.1 million). AGI’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 appropriate. 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, and through the Company’s dividend reinvestment plan. Dividends in the year ended December 31, 2013 were financed $27.5 million [2012 - $30.1 million] from cash on hand and bank indebtedness and $2.6 million by the DRIP [2012 - nil]. funds from oPerations and Payout ratio Funds from operations (“FFO”), 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. (thousands of dollars) Year ended December 31 EBITDA Share based compensation Non-cash interest expense Translation loss (gain) on FX Interest expense Income taxes paid Maintenance CAPEX funds from oPerations (1) (1) See “Non-IRFS Measures”. 2013 $ 61,556 3,084 4,071 7,790 (14,883) (6,181) (2,644) 52,793 2012 $ 49,971 1,174 2,543 (1,766) (13,058) (3,012) (3,546) 32,306 23 ANNUAL REPORT 2013ManageMent’s discussion & analysisFunds from operations can be reconciled to cash provided by operating activities as follows: (thousands of dollars) Cash provided by operating activities Change in non-cash working capital Settlement of SAIP option Maintenance CAPEX Gain (loss) on sale of assets Year ended December 31 2013 2012 $72,638 $31,594 (21,834) 0 (2,644) 4,633 2,795 1,495 (3,546) (32) second half of fiscal 2012 and the first half of fiscal 2013, however the impact on 2012 was more significant resulting in a weaker comparative number. Funds from operations in 2013 benefited from a $4.7 million gain on the sale of a redundant production facility in Saskatoon, SK. 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. dollars and to a lesser extent to variations in exchange rates between the Euro and the Canadian dollar. AGI has entered into foreign exchange contracts with three Canadian chartered banks to partially hedge its foreign currency exposure and as at December 31, 2013, had outstanding the following foreign exchange contracts: funds from oPerations (1) $52,793 $32,306 Forward Foreign Exchange Contracts Payout ratio Dividends to shareholders Payout ratio (1) adjusted Payout ratio Dividends to shareholders Dividends paid under DRIP Dividends paid in cash adjusted Payout ratio(1) $30,186 57% $30,186 (2,648) $27,538 52% $30,111 93% $30,111 0 $30,111 93% The fair value of the outstanding forward foreign exchange contracts in place as at December 31, 2013 was a loss of $4.5 million. Consistent with prior periods, the Company has elected to apply hedge accounting for these contracts and the unrealized loss has been recognized in other comprehensive income for the period ended December 31, 2013. Settlement Dates Face amount USD (000’s) Average rate CAD CAD Amount (000’s) 2014 2015 $65,000 $53,000 $1.02 $1.06 $66,300 $56,180 (1) See “Non-IFRS Measures”. (2) Fully diluted weighted average, excluding the potential dilution of the Debentures as the calculation includes the interest expense related to the Debentures. Settlement Dates Face amount Euros (000’s) Average rate CAD CAD Amount (000’s) 2014 €500 $1.33 $665 The Company’s payout ratio for the year ended December 31, 2013 decreased significantly compared to 2012 due to record adjusted EBITDA in the current year and a substantial increase in profit before income taxes. The historic U.S. drought of 2012 impacted both the 24 ANNUAL REPORT 2013ManageMent’s discussion & analysisSubsequent to December 31, 2013, the Company entered into foreign exchange forward contracts for settlements in 2015 totalling U.S. $12.0 million at an average rate of $1.09 and for settlements in 2016 totalling U.S. $5.0 million at an average rate of $1.12. In addition AGI entered into a foreign exchange forward contract for settlement in 2015 of Euro $0.5 million at a rate of 1.52. critical accountinG estimates The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. By their nature, these estimates are subject to a degree of uncertainty and are based on historical experience and trends in the industry. Management reviews these estimates on an ongoing basis. While management has applied judgment based on assumptions believed to be reasonable in the circumstances, actual results can vary from these assumptions. It is possible that materially different results would be reported using different assumptions. AGI believes the accounting policies that are critical to its business relate to the use of estimates regarding the recoverability of accounts receivable and the valuation of inventory, intangibles, goodwill, convertible debentures and deferred income taxes. AGI’s accounting policies are described in the notes to its December 31, 2013 audited financial statements. Allowance for Doubtful Accounts Due to the nature of AGI’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. AGI 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. AGI is not able to predict changes in the financial conditions of its customers, and the Company’s judgment related to the recoverability of accounts receivable may be materially impacted if the financial condition of the Company’s customers deteriorates. Valuation of Inventory Assessments and judgments are inherent in the determination of the net realizable value of inventories. The cost of inventories may not be fully recoverable if they are slow moving, damaged, obsolete, or if the selling price of the inventory is less than its cost. AGI regularly reviews its inventory quantities and reduces the cost attributed to inventory no longer deemed to be fully recoverable. Judgment related to the determination of net realizable value may be impacted by a number of factors including market conditions. Goodwill and Intangible Assets Assessments and judgments are inherent in the determination of the fair value of goodwill and intangible assets. Goodwill and indefinite life intangible assets are recorded at cost and finite life intangibles are recorded at cost less accumulated amortization. Goodwill and intangible assets are tested for impairment at least annually. Assessing goodwill and intangible assets for impairment requires considerable judgment and is based in part on current expectations regarding future performance. The classification of assets into cash generating units requires significant judgment and interpretations with respect to the integration between assets, the nature of products, the way in which management allocates resources and other relevant factors. Changes in circumstances including market conditions may materially impact the assessment of the fair value of goodwill and intangible assets. 25 ANNUAL REPORT 2013ManageMent’s discussion & analysis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. AGI 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 AGI’s estimate of deferred tax assets and liabilities. See “Risks and Uncertainties – Income Tax Matters”. Future Benefit of Tax-loss Carryforwards AGI 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. See “Risks and Uncertainties – Income Tax Matters”. 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. See also “Risks and Uncertainties” in AGI’s most recent Annual Information Form, which is available on SEDAR (www.sedar.com). Industry Cyclicality and General Economic Conditions Our success depends substantially on the health of the agricultural industry. The performance of the agricultural industry, including the grain handling, storage and conditioning business, is cyclical. Sales of agricultural equipment generally are related to the health of the agricultural industry, which is affected by farm income, farm input costs, debt levels and land values, all of which reflect levels of agricultural commodity prices, acreage planted, crop yields, agricultural product demand, including crops used as renewable energy sources such as ethanol, government policies and government subsidies. Sales also are influenced by economic conditions, interest rate and exchange rate levels, and the availability of distributor and customer financing. Trends in the agricultural industry, such as farm consolidations, may affect the agricultural equipment market. In addition, weather conditions, such as floods, heat waves or droughts, can affect farmers’ buying decisions. Downturns in the agricultural industry due to these or other factors could vary by market and are likely to result in decreases in demand for agricultural equipment, which would adversely affect our sales, growth, results of operations and financial condition. To the extent that the agricultural industry declines or experiences a downturn, this is likely to have a negative impact on the grain handling, storage and conditioning business, and the business of AGI. Among other things, the agricultural sector has in recent years benefited from an increase in crop production and investment in agricultural infrastructure including outside of North America. To the extent crop production declines or economic conditions result in a decrease in agricultural investment including in offshore markets, this is likely to have a negative impact on the agricultural industry in those markets and the business of AGI. In addition, if the ethanol industry declines or experiences a downturn, due to changes in governmental policies or otherwise, this is may have a negative impact on the demand for and prices of certain crops which may have a negative impact on the grain handling, storage and conditioning industry, and the business of AGI. 26 ANNUAL REPORT 2013ManageMent’s discussion & analysis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, political instability or other factors affecting economic conditions generally. Risk of Decreased Crop Yields Decreased crop yields due to poor or unusual weather conditions, natural disasters or other factors are a significant risk affecting AGI. 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 Our products include various materials and components purchased from others, some or all of which may be subject to wide price variation. Consistent with industry practice, AGI seeks to manage its exposure to material and component price volatility by planning and negotiating significant purchases on an annual basis, and through the alignment of material input pricing with the terms of contractual sales commitments. AGI endeavours to pass through to customers, most, if not all, material and component price volatility. There can be no assurance, however, that industry conditions will allow AGI to continue to reduce its exposure to volatility of production costs by passing through price increases to its customers. A significant increase in the price of any component or material, such as steel, could adversely affect our profitability. Foreign Exchange Risk AGI 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, AGI 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 regularly enters hedging arrangements to partially mitigate the potential effect of fluctuating exchange rates. To the extent that AGI 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 AGI’s results of operations, business, prospects and financial condition. Conversely, to the extent that we enter into hedging arrangements, we potentially forego the benefits that might result from favourable fluctuations in currency exchange rates. Acquisition and Expansion Risk AGI 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 in existing or new markets. 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, including the acquisition of businesses or the development of manufacturing capabilities outside of North America, may involve a number of special risks including diversion of management’s attention, failure to retain key personnel, unanticipated events or circumstances, unanticipated market dynamics in new agricultural markets, added political and economic risk in other jurisdictions, risks associated with new market development outside of North America, and legal liabilities, some or all of which could have a material adverse effect on AGI’s performance. In emerging markets some of these (and other) risks can be greater than they might be elsewhere. In addition, there can be no assurance that an increase in the scope or a 27 ANNUAL REPORT 2013ManageMent’s discussion & analysischange in the nature of operations at existing 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 AGI’s results of operations and financial condition. International Sales and Operations A portion of AGI’s sales are generated in overseas markets (approximately $92 million or 26% in 2013) the majority of which are in emerging markets such as countries in Eastern Europe, including most significantly Ukraine and also Russia and Romania, as well as countries in Central and South America, the Middle East and Southeast Asia. An important component of AGI’s strategy is to increase its offshore sales and operations in the future. Sales and operations outside of North America, particularly in emerging markets, are subject to various additional risks, including: currency exchange rate fluctuations; foreign economic conditions; trade barriers; competition with North American and international manufacturers and suppliers; exchange controls; restrictions on dividends and the repatriation of funds; national and regional labour strikes; political risks; limitations on foreign investment; sociopolitical instability; fraud; risk of trade embargoes and sanctions prohibiting sales to specific persons or countries; 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; unfavourable political or economic climate limiting or eliminating support from export credit agencies; 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. There is no guarantee that one or more of these factors will not materially adversely affect AGI’s offshore sales and operations in the future, which could have a material adverse effect on AGI’s results of operations and financial condition. There have also been instances of political turmoil and other instability in some of the countries in which AGI operates, including most recently in Ukraine, which has and is currently experiencing political changes, civil unrest and military action, which are contributing to significant economic uncertainty and volatility. AGI continues to closely monitor the political, economic and military situation in Ukraine, and will seek to take actions to mitigate its exposure to potential risk events. However, the situation in Ukraine is rapidly developing and AGI has no way to predict outcome of the situation. Continued unrest, military activities, or broader – based trade sanctions or embargoes, should they be implemented, could have a material adverse effect on our sales in Ukraine and Russia and other countries in the region, and a material adverse effect on our sales, growth, results of operations and financial condition. Anti-Corruption Laws The Company’s business practices must comply with the Corruption of Public Foreign Officials Act (Canada) and other applicable similar laws. These anti-corruption laws generally prohibit companies and their intermediaries from making improper payments or providing anything of value to improperly influence government officials or private individuals for the purpose of obtaining or retaining a business advantage regardless of whether those practices are legal or culturally expected in a particular jurisdiction. These risks can be more acute in emerging markets. Recently, there has been a substantial increase in the global enforcement of anti-corruption laws. If violations of these laws were to occur, they could subject us to fines and other penalties as well as increased compliance costs and could have an adverse effect on AGI’s reputation, business and results of operations and financial condition. Agricultural Commodity Prices, International Trade and Political Uncertainty Prices of agricultural commodities are influenced by a variety of unpredictable factors that are beyond the control of AGI, including weather, government (Canadian, United States and other) farm programs and policies, and changes in global demand or other economic factors. A decrease in agricultural commodity prices could negatively impact the agricultural sector, and the business of AGI. New legislation or amendments to existing legislation, including 28 ANNUAL REPORT 2013ManageMent’s discussion & analysis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 AGI experiences competition in the markets in which it operates. Certain of AGI’s competitors have greater financial and capital resources than AGI. AGI 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 AGI’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. AGI may also face potential competition from the emergence of new products or technology. Seasonality of Business The agricultural equipment business is highly seasonal, which causes our quarterly results and our cash flow to fluctuate during the year. Our sales historically have been higher in the second and third calendar quarters compared with the first and fourth quarters and our cash flow has been lower in the first three quarters of each calendar year, which 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 AGI’s credit facility will be sufficient to offset the seasonal variations in AGI’s cash flow. Business Interruption The operation of AGI’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. AGI may suffer damages associated with such events that it cannot insure against or which it may elect not to insure against because of high premium costs or other reasons. For instance, AGI’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. AGI is not able to predict the occurrence of business interruptions. Litigation In the ordinary course of its business, AGI 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 AGI’s future business, financial condition, and operating results depend on the continued contributions of certain of AGI’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 AGI’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 AGI 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 AGI will not unionize in the future. If successful, such an occurrence could increase labour costs and thereby have an adverse impact on AGI’s results of operations. Distribution, Sales Representative and Supply Contracts AGI typically does not enter into written agreements with its dealers, distributors or suppliers in North America. As a result, such parties may, without notice or penalty, terminate their relationship with AGI at any time. In addition, even if such parties should decide to continue their relationship with AGI, there can be no guarantee that the consideration or other terms of such contracts will continue on the same basis. 29 ANNUAL REPORT 2013ManageMent’s discussion & analysisAGI often enters into supply agreements with customers outside of North America. These contracts may include penalties for non- performance including in relation to product quality, late delivery and in some cases project assembly services. In addition, contractual commitments negotiated with foreign customers conducted in languages other than English may increase the likelihood of disputes with respect to agreed upon commitments. In the event AGI fails to perform to the standards of its contractual commitments it could suffer a negative financial impact which in some cases could be material. Availability of Credit AGI’s credit facility matures on March 8, 2016 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 customers do 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 Cash Dividends are not Guaranteed AGI’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. Uninsured and Underinsured Losses AGI 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. AGI obtains insurance for certain of its accounts receivables outside of North America while assuming a percentage of the risk, most often 10% of the insured amount. In the event that AGI is unable to collect on its accounts receivables outside of North America, the Company will incur financial losses related to the uninsured portion. Future dividend payments by AGI and the level thereof is uncertain, as AGI’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 AGI and its subsidiaries, financial requirements for AGI’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 AGI’s control. Income Tax Matters; Canada Revenue Agency Review Regarding Conversion Income tax provisions, including current and deferred income tax assets and liabilities, and income tax filing positions require estimates and interpretations of income tax rules and regulations of the various jurisdictions in which AGI operates and judgments as to their interpretation and application to AGI’s specific situation. The amount and timing of reversals of temporary differences also depends on AGI’s future operating results, acquisitions and dispositions of assets and liabilities. The business and operations of AGI are complex and AGI 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 AGI’s interpretation of and compliance with relevant tax legislation and regulations. While AGI believes that its’ 30 ANNUAL REPORT 2013ManageMent’s discussion & analysis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. In November 2013 the Company received a proposal letter from the Canada Revenue Agency (the “CRA”) which advises of the CRA’s intention to challenge the tax consequences of the Conversion. While the Company is confident in its tax filing position, there is a risk that 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 AGI and the ultimate value of AGI’s income tax assets and liabilities could change in the future and that changes to these amounts could have a material adverse effect on AGI’s consolidated financial statements and financial position. Further, in the event of a reassessment of any of AGI’s tax filings by a taxation authority including the CRA, AGI 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”. AGI May Issue Additional Common Shares Diluting Existing Shareholders’ Interests conditions, prevailing interest rate levels, and financial, competitive, business and other factors, many of which are beyond its control. 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 may be 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 2013 Debentures through the issuance of common shares. Leverage, Restrictive Covenants The degree to which AGI 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 AGI’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 AGI to the risk of increased interest rates; and (iv) AGI may be more vulnerable to economic downturns and be limited in its ability to withstand competitive pressures. AGI’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 The ability of AGI 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. AGI’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 AGI 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 AGI 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 AGI 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. 31 ANNUAL REPORT 2013ManageMent’s discussion & analysisInformation Systems, Privacy and Data Protection Security breaches and other disruptions to AGI’s information technology infrastructure could interfere with AGI’s operations and could compromise AGI’s and its customers’ and suppliers’ information, exposing AGI to liability that would cause AGI’s business and reputation to suffer. In the ordinary course of business, AGI relies upon information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, and to manage or support a variety of business processes and activities, including supply chain, manufacturing, distribution, invoicing and collection of payments from dealers or other purchasers of AGI equipment. AGI uses information technology systems to record, process and summarize financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting, legal and tax requirements. Additionally, AGI collects and stores sensitive data, including intellectual property, proprietary business information and the proprietary business information of AGI’s customers and suppliers, as well as personally identifiable information of AGI’s customers and employees, in data centers and on information technology networks. The secure operation of these information technology networks and the processing and maintenance of this information is critical to AGI’s business operations and strategy. Despite security measures and business continuity plans, AGI’s information technology networks and infrastructure may be vulnerable to damage, disruptions or shutdowns due to attacks by hackers or breaches due to employee error or malfeasance or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. The occurrence of any of these events could compromise AGI’s networks, and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability or regulatory penalties under laws protecting the privacy of personal information, disrupt operations, and damage AGI’s reputation, which could adversely affect AGI’s business. chanGes in accountinG Policies and future accountinG chanGes The Company has adopted the following new and revised standards along with any consequential amendments effective January 1, 2013. These changes were made in accordance with the applicable transitional provisions. IAS 19 Employee Benefits 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 and the Company has determined that the adoption of these amendments did not result in any material impact on its consolidated financial statements. IAS 32 Financial Instruments: Presentation In December 2011, the IASB amended IAS 32 to clarify certain requirements for offsetting financial assets and liabilities. The amendment addresses the meaning and application of the concepts of legally enforceable right of set-off and simultaneous realization and settlement. The amendment will affect presentation and disclosures but will not have an impact on financial results. IAS 36 Impairment of Assets In May 2013, the IASB amended IAS 36 to reduce the circumstances in which the recoverable amount of assets or cash- generating units is required to be disclosed, clarify the disclosures required, and to introduce an explicit requirement to disclose the discount rate used in determining 32 ANNUAL REPORT 2013ManageMent’s discussion & analysisimpairment (or reversals) where recoverable amount (based on fair value less costs of disposal) is determined using a present value technique. This amendment may affect disclosures but is not anticipated to have a material impact on financial results. IFRS 9 Financial Instruments 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, 2018. The revised version of IFRS 9 introduces a new chapter to IFRS 9 on hedge accounting, putting in place a new hedge accounting model that is designed to be more closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk exposures. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of AGI’s financial assets. The Company will quantify the effect in conjunction with the other phases, when issued, to present a comprehensive picture. power over the investee, has exposure to variable returns from its involvement with the investee, and has the ability to use its power over the investee to affect its returns. Detailed guidance is provided on applying the definition of control. The accounting requirements for consolidation have remained largely consistent with IAS 27. The Company assessed its consolidation conclusions on January 1, 2013 and determined that the adoption of IFRS 10 did not result in any change in the consolidation status of any of its subsidiaries. IFRS 12 Disclosure of Interests in Other Entities In May 2011, IFRS 12 was issued. It requires extensive disclosures relating to an entity’s interests in subsidiaries, joint arrangements, associates and unconsolidated structured entities. IFRS 12 is effective for annual reporting periods beginning on or after January 1, 2013. The Company assessed the impact of IFRS 12 and where applicable, additional disclosure relating to interests in subsidiaries will be included in the annual consolidated financial statements. IFRS 10 Consolidated Financial Statements IFRS 13 Fair Value Measurement IFRS 10, Consolidated Financial Statements, replaces the guidance on control and consolidation in IAS 27, Consolidated and Separate Financial Statements, and Standing Interpretations Committee (“SIC”)-12, Consolidation – Special Purpose Entities. IFRS10 requires consolidation of an investee only if the investor possesses IFRS 13, Fair Value Measurement, provides a single framework for measuring fair value. The measurement of the fair value of an asset or liability is based on assumptions that market participants would use when pricing the asset or liability under current market conditions, including assumptions about risk. The Company adopted IFRS 13 on January 1, 2013 on a prospective basis. The adoption of IFRS 13 did not require any adjustments to the valuation techniques used by the Company to measure fair value and did not result in any measurement adjustments as at January 1, 2013. 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 to senior management, including AGI’s Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure. Management of AGI 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 AGI’s internal controls over financial reporting that occurred in the three month period ended December 31, 2013, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting. 33 ANNUAL REPORT 2013ManageMent’s discussion & analysis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”, “adjusted 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 the 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 this 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 this 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 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. Management cautions investors that trade sales should not replace sales as an indicator of performance. References to “gross margin” are to trade sales less cost of sales net of the depreciation and amortization included in cost of sales. 34 ANNUAL REPORT 2013ManageMent’s discussion & analysis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. References to “adjusted payout ratio” are to dividends declared in cash 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 our business and strategy, including our outlook for our financial and operating performance. 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 grain production in our market areas, 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, the timing of harvest and conditions during harvest, seasonality, industry cyclicality, volatility of production costs, agricultural 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. These factors should be considered carefully, and readers should not place undue reliance on the Company’s forward-looking statements. 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 AGI, including AGI’s most recent Annual Information Form, is available on SEDAR (www.sedar.com). 35 ANNUAL REPORT 2013ManageMent’s discussion & analysisconsolidated financial statements december 31, 2013 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, 2013 and 2012, 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. 36 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsauditors’ resPonsibility 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, 2013 and 2012, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards. Winnipeg, Canada, March 11, 2014. Chartered Accountants 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. 37 ANNUAL REPORT 2013Consolidated FinanCial statementsconsolidated statements of financial Position Assets [note 22] (in thousands of Canadian dollars) Year ended December 31 current assets Cash and cash equivalents [note 15] Restricted cash [notes 16 and 21] 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] Income taxes recoverable Derivative instruments [note 27] Deferred tax asset [note 25] Assets held for sale [note 13] total assets 38 2013 $ 108,731 112 58,578 57,546 2,225 9 — 227,201 88,416 65,322 71,487 2,000 5,487 — 23,327 256,039 2,396 485,636 2012 $ 2,171 34 51,856 58,513 1,645 900 1,377 116,496 80,854 63,399 72,777 2,000 4,880 234 28,741 252,885 1,101 370,482 ANNUAL REPORT 2013ConsolIdated FInanCIal statements Liabilities and Shareholders’ Equity (in thousands of Canadian dollars) Year ended December 31 (in thousands of Canadian dollars) Year ended December 31 2013 $ 2012 $ 2013 $ 2012 $ current liabilities Accounts payable and accrued liabilities [note 24] Customer deposits Dividends payable Income taxes payable Current portion of long-term debt [note 22] Current portion of derivative instruments [note 27] Convertible unsecured subordinated debentures [note 23] Provisions [note 19] non-current liabilities Long-term debt [note 22] Due to vendor [note 7] Convertible unsecured subordinated debentures [note 23] Derivative instruments [note 27] Deferred tax liability [notes 25 and 27] total liabilities 30,872 18,651 2,525 151 5 3,348 113,360 3,400 172,312 17,351 4,983 2,510 — 7 — — 2,420 27,271 26,367 34,916 615 — 77,987 109,558 1,144 10,233 — 9,041 116,346 153,515 288,658 180,786 shareholders’ eQuity [note 20] Common Shares 158,542 153,447 Accumulated other comprehensive income (loss) 3,365 (2,590) 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: 8,240 4,984 21,847 196,978 5,105 4,108 29,626 189,696 485,636 370,482 Bill Lambert Director David A. White, CA, ICD.D Director 39 ANNUAL REPORT 2013Consolidated FinanCial statements 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 Selling, general and administrative [note 8[e]] Impairment of goodwill [notes 11 and 12] Other operating income [note 8[a]] Finance costs [note 8[c]] Finance expense (income) [note 8[b]] 2013 $ 356,787 245,103 111,684 63,509 — (5,727) 14,883 2,388 75,053 Profit before income taxes 36,631 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 7,595 6,445 14,040 22,591 1.80 1.75 2012 $ 314,342 219,199 95,143 56,077 1,890 (122) 13,058 (773) 70,130 25,013 3,771 4,054 7,825 17,188 1.38 1.37 40 consolidated statements of comPrehensiVe income (in thousands of Canadian dollars) Year ended December 31 Profit for the year 2013 $ 22,591 2012 $ 17,188 other comPrehensiVe income (loss) Items that may be reclassified subsequently to profit or loss Change in fair value of derivatives designated as cash flow hedges Losses 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 Loss on available-for-sale financial assets [note 14] Income tax effect on available-for-sale financial assets (6,341) 2,680 234 749 1,622 (910) 10,440 (2,646) — — (800) 212 (715) other comPrehensiVe income (loss) for the year 5,955 total comPrehensiVe income for the year See accompanying notes 28,546 16,473 ANNUAL REPORT 2013ConsolIdated FInanCIal statements consolidated statements of chanGes in shareholders’ eQuity (in thousands of Canadian dollars) Equity component of convertible debentures $ Common shares $ Contributed surplus $ Retained earnings $ 153,447 5,105 4,108 — — 2,479 2,648 — (32) — — — — — — — — — 3,135 — — 876 — — — — — 29,626 22,591 — — — (30,186) — (184) — Cash flow hedge reserve $ 1,179 — Foreign currency reserve $ (3,769) — Total equity $ 189,696 22,591 (4,485) 10,440 5,955 — — — — — — — — — — — — 3,355 2,648 (30,186) (32) (184) 3,135 158,542 8,240 4,984 21,847 (3,306) 6,671 196,978 as at january 1, 2013 Profit for the year Other comprehensive income (loss) Share-based payment transactions [notes 20 and 21] Dividend reinvestment plan [note 20[e]] Dividends to shareholders [note 20] Dividend reinvestment plan costs [note 20] Dividends on share-based compensation awards Issuance of convertible unsecured subordinated debentures [note 23] as at december 31, 2013 See accompanying notes 41 ANNUAL REPORT 2013Consolidated FinanCial statements consolidated statements of chanGes in shareholders’ eQuity (in thousands of Canadian dollars) Equity component of convertible debentures $ Common shares $ Contributed surplus $ Retained earnings $ Cash flow hedge reserve $ Foreign currency reserve $ Available- for-sale reserve $ 151,039 5,105 5,341 42,549 (1,340) (1,123) 17,188 — — — — 2,408 — — — — — — — (1,233) — — — (30,111) — — — — 153,447 5,105 4,108 29,626 1,179 (3,769) 2,519 (2,646) (588) (715) Total equity $ 202,159 17,188 588 — — — — 1,175 (30,111) 189,696 as at january 1, 2012 Profit for the year Other comprehensive income (loss) Share-based payment transactions [notes 20 and 21] Dividends to shareholders [note 20] as at december 31, 2012 See accompanying notes 42 ANNUAL REPORT 2013ConsolIdated FInanCIal statements consolidated statements of cash floWs (in thousands of Canadian dollars) Year ended December 31 (in thousands of Canadian dollars) Year ended December 31 2013 2012 2013 2012 inVestinG actiVities oPeratinG actiVities Profit before income taxes for the year Add (deduct) items not affecting cash Depreciation of property, plant and equipment Amortization of intangible assets Impairment of goodwill Translation loss (gain) on foreign exchange Non-cash component of interest expense Share-based compensation expense Loss (gain) on sale of property, plant and equipment $36,631 $25,013 6,003 4,039 — 6,161 3,849 1,890 7,790 (1,766) 4,071 3,084 2,543 1,174 (4,633) 32 $56,985 $38,896 Net change in non-cash working capital balances related to operations [note 15] Settlement of SAIP obligation Income tax paid cash ProVided by oPeratinG actiVites 21,834 — (6,181) (2,795) (1,495) (3,012) $72,638 $31,594 Acquisition of property, plant and equipment Transfer from (to) cash held in trust and restricted cash Proceeds from sale of property, plant and equipment Development of intangible assets Transaction and financing costs paid (14,327) (4,710) (78) 2,405 6,089 (1,620) — 158 (1,615) (1,938) cash used in inVestinG actiVities financinG actiVities ($9,936) ($5,700) Repayment of long-term debt (11,182) Repayment of obligations under finance leases Issuance of convertible unsecured subordinated debentures Dividends paid in cash [note 20[e]] Dividend reinvestment plan costs incurred Finance costs incurred cash ProVided by (used in) financinG actiVities net increase (decrease) in cash and cash eQuiValents durinG the year Cash and cash equivalents, beginning of year (7) (131) — (30,111) — (313) — 82,610 (27,538) (32) — $43,858 ($30,562) $106,560 ($4,668) 2,171 6,839 cash and cash eQuiValents, end of year $108,731 $2,171 Supplemental cash flow information - interest paid See accompanying notes $10,751 $10,509 43 ANNUAL REPORT 2013Consolidated FinanCial statements notes to consolidated financial statements (in thousands of Canadian dollars, except where otherwise noted and per share data) December 31, 2013 1. orGanization The consolidated financial statements of Ag Growth International Inc. [“Ag Growth Inc.”] for the year ended December 31, 2013 were authorized for issuance in accordance with a resolution of the directors on March 11, 2014. 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 Inc. 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 “AGI” 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”]. The Company adopted IFRS 10, 11, 12, and 13, and amendments to IAS 1 and IAS 19 on January 1, 2013. There was no material impact other than disclosure to the Company’s consolidated financial statements as a result of the adoption of these standards and amendments. The Company consolidated its cash-generating units [“CGU”] into two groups of CGU and revised its operating segments into two operating segments based on the CGU groups during the year ended December 31, 2013. 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, 2013. Subsidiaries are fully consolidated from the date of acquisition, it being the date on which AGI 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. 44 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsGoodwill is initially measured at cost, being the excess of the cost of the business combination over AGI’s share in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities. Any negative difference 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 AGI’s 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 AGI 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 AGI 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 statements 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 statements 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. AGI 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 consolidated statements of income as an expense when incurred. 45 ANNUAL REPORT 2013Consolidated FinanCial statementsDepreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows: Buildings and building components Manufacturing equipment 20 - 60 years 10 - 20 years Computer hardware 5 years Leasehold improvements Equipment under finance leases Over the lease period 10 years Furniture and fixtures 5 - 10 years Vehicles 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 statements 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 depreciated over the estimated useful life of the different components replaced. 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 AGI 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 statements of income. Leased assets are depreciated over the useful life of the asset. However, if there is no reasonable certainty that AGI 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 statements of income on a straight-line basis over the lease term. Borrowing costs 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 treated as changes in accounting estimates. The amortization expense on intangible assets with finite lives is recognized in the consolidated statements of income in the expense category consistent with the function of the intangible assets. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time, which AGI considers to be 12 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 46 ANNUAL REPORT 2013ConsolIdated FInanCIal statements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 AGI 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 4 - 10 years Distribution networks 8 - 25 years Demos and prototypes 3 - 15 years Order backlog 3 - 6 months Software 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 AGI 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, AGI 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 group’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 group to which the asset belongs. AGI bases its impairment calculation on detailed budgets and forecast calculations that are prepared separately for each of AGI’s CGU group 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 group to which it is allocated is higher than its recoverable amount. Impairment losses of CGU group are first charged against the carrying value of the goodwill balance included in the CGU group and then against the value of the other assets, in proportion to their carrying amount. In the consolidated statements 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 no longer exist or may have decreased. If such indication exists, AGI estimates the asset’s or CGU group’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 group in prior years. Such a reversal is recognized in the consolidated statements of income. 47 ANNUAL REPORT 2013Consolidated FinanCial statements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 group to which the goodwill relates. Where the recoverable amount of the CGU group 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 group 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 statements 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 AGI 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 statements 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 AGI commits to purchase or sell the asset. 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 statements of financial position at fair value with changes in the fair value recognized in finance income or finance costs in the consolidated statements of income. AGI 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 statements 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. 48 ANNUAL REPORT 2013ConsolIdated FInanCIal statements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 statements of income. The losses arising from impairment are recognized in the consolidated statements of income in finance costs. 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 statements of income. Available-for-sale financial investments Derecognition 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 statements of A financial asset is derecognized when the rights to receive cash flows from the asset have expired or when AGI has transferred its rights to receive cash flows from the asset. Impairment of financial assets AGI 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, AGI 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 AGI 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 statements 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 49 ANNUAL REPORT 2013Consolidated FinanCial statements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, AGI 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 statements of income is removed from other comprehensive income and recognized in the consolidated statements of income. Impairment losses on equity investments are not reversed through the consolidated statements 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 in the consolidated statements 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 statements of income, the impairment loss is reversed through the consolidated statements 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 statements of income. AGI 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 statements 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 statements 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 statements of income. 50 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsDerivative instruments and hedge accounting AGI 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. AGI 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. Any gains or losses arising from changes in the fair value of derivatives are recorded directly in the consolidated statements 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, AGI formally designates and documents the hedge relationship to which AGI 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 income or expenses. Amounts recognized as other comprehensive income are transferred to the consolidated statements 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 statements 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. AGI uses primarily forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions and firm commitments. 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 statements of income in other operating Offsetting of financial instruments Financial assets and financial liabilities are offset and the net amount reported in the consolidated statements of financial position if, and only if, there is a currently enforceable legal right to offset the recognized amounts 51 ANNUAL REPORT 2013Consolidated FinanCial statements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 AGI 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 quoted market prices, without any deduction for transaction costs. 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 AGI 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 AGI 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 statements 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 the provision due to the passage of time is recognized as a finance cost. 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 AGI 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. AGI assesses its revenue arrangements against specific criteria in order to determine if it is acting as principal or agent. With the exception of third-party services, AGI 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. AGI 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, AGI applies layaway sales accounting. Under layaway sales, AGI recognizes revenue prior to the product being shipped, provided the following criteria are met as at 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 AGI has assessed, through its quality control processes, that the goods comply with the specifications; 52 ANNUAL REPORT 2013ConsolIdated FInanCIal statements • A deposit of more than 80% of the total contract value for the respective goods has been received; • The goods are specifically identified for the customer in AGI’s inventory tracking system; and • AGI 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 AGI applies bill and hold sales accounting. Under bill and hold sales, AGI 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. Third-party services AGI from time to time enters into arrangements with third-party providers to provide services for AGI’s customers. Where AGI acts as agent the revenue and costs associated with these services are recorded on a net basis and disclosed under other operating income. Construction contracts AGI 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. AGI 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 AGI 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 AGI operates and generates taxable income. Current income tax relating to items recognized directly in equity is recognized in equity and not in the consolidated statements 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. AGI 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 consolidated financial statements and their respective tax bases. 53 ANNUAL REPORT 2013Consolidated FinanCial statements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 and carryforward of 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 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. 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 statements of financial position. Deferred tax items are recognized in correlation to the underlying transaction either in the consolidated statements 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 Revenue, 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. Share-based compensation plans Employees of AGI 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, share award incentive plan and directors deferred compensation plan] or cash [cash-settled transactions and 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. 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 54 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsand AGI’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 statements 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. 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. Cash-settled transactions Government grants 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 AGI contributes to retirement savings plans subject to maximum limits per employee. AGI accounts for such defined contributions as an expense in the period in which the contributions are required to be made. Certain of AGI’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, AGI 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. 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 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 55 ANNUAL REPORT 2013Consolidated FinanCial statements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 AGI’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 AGI 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. Cash generating units are defined as the lowest grouping of integrated assets that generate identifiable cash inflows that are largely independent of the cash inflows of other assets or groups of assets. The classification of assets into cash generating units requires significant judgment and interpretations with respect to the integration between assets, the nature of products, the way in which management allocates resources and other relevant factors. 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 AGI. 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 statements 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 AGI 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 56 ANNUAL REPORT 2013ConsolIdated FInanCIal statements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. AGI 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 AGI 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 at 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 consolidated 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 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, 2018. The revised version of IFRS 9 introduces a new chapter to IFRS 9 on hedge accounting, putting in place a new hedge accounting model that is designed to be more closely aligned with how entities undertake risk management activities when hedging financial and non-financial risk exposures. The adoption of the first phase of IFRS 9 will have an effect on the classification and measurement of AGI’s financial assets. The Company will quantify the effect in conjunction with the other phases, when issued, to present a comprehensive picture. IAS 32 financial instruments: presentation In December 2011, the IASB amended IAS 32 to clarify certain requirements for offsetting financial assets and liabilities. The amendment addresses the meaning and application of the concepts of legally enforceable right of set-off and simultaneous realization and settlement. The amendment will affect presentation and disclosures but will not have an impact on financial results. 57 ANNUAL REPORT 2013Consolidated FinanCial statementsis to the benefit of the Company, is required to be paid to the vendor of Tramco once the deduction has become statute barred. The impact of this deduction from taxable income was to reduce current income tax expense by $108 and income tax payable by $723. The amount payable to the vendor upon the deduction becoming statute barred of $615 has been recorded as a long-term liability on the consolidated statements of financial position. IAS 36 impairment of assets In May 2013, the IASB amended IAS 36 to reduce the circumstances in which the recoverable amount of assets or cash-generating units is required to be disclosed, clarify the disclosures required, and to introduce an explicit requirement to disclose the discount rate used in determining impairment (or reversals) where recoverable amount (based on fair value less costs of disposal) is determined using a present value technique. This amendment may affect disclosures but is not anticipated to have a material impact on financial results. 6. business combinations 2011 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. In the year ended December 31, 2012, the Company satisfied obligations related to transaction costs of $91 and these have been included in cash flows from operating activities. Also, in the 2012 period, the conditions related to the cash holdback were met and the Company transferred restricted cash of $508 to the vendors. 7. business combinations 2010 Tramco, Inc. [“Tramco”] Effective December 20, 2010, the Company acquired 100% of the outstanding shares of 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. In the year ended December 31, 2012, the Company satisfied obligations related to transaction costs of $322 and these have been included in cash flows from operating activities. Also, in the 2012 period, the conditions related to the cash holdback were met and the Company transferred restricted cash of $1,017 to the vendors. In the year ended December 31, 2013, the Company recorded a tax deduction in regards to the write-off of a receivable outstanding as at the date of the Tramco acquisition. Per the terms of the purchase agreement, the tax benefit related to this deduction, net of 15% which 58 ANNUAL REPORT 2013ConsolIdated FInanCIal statements8. other exPenses (income) [a] other oPeratinG exPense (income) Net loss (gain) 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] 2013 $ 2012 $ (4,633) (1,094) (5,727) (28) 2,416 2,388 32 (154) (122) 12 (785) (773) [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 193 128 Transaction costs 2013 $ 2012 $ 5,470 5,596 285 922 243 198 238,426 213,162 245,103 219,199 533 3,754 1,722 286 565 3,606 1,048 — 50,858 56,077 2,605 2,533 12,085 14,883 10,397 13,058 Selling, general and administrative 57,214 63,509 [f] emPloyee benefits exPense Wages and salaries 82,949 81,889 Share-based payment expense [note 21] Pension costs 3,084 2,156 88,189 1,174 1,950 85,013 of Which Included in cost of goods sold 57,736 52,301 Included in general and administrative expense 30,453 88,189 32,712 85,013 59 ANNUAL REPORT 2013Consolidated FinanCial statements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, 2013 Additions Classification as held for sale Disposals Exchange differences balance, december 31, 2013 dePreciation balance, january 1, 2013 Depreciation charge for the year Classification as held for sale Disposals Exchange differences balance, december 31, 2013 net booK Value, january 1, 2013 4,707 247 649 419 37,590 7,194 2,023 314 1,363 105 (82) (82) (1,336) (240) — (1,186) 166 20 1,118 — — 38 — (6) 28 6,155 298 — (356) 2,649 289 47,978 5,460 — (17) — (294) 76 75 1,089 39 1 — — 3 103,153 14,327 (1,500) (2,099) 2,613 4,798 1,006 43,380 2,375 1,490 6,173 2,996 54,233 43 116,494 — — — — — 264 3,540 71 1,167 (17) (188) — 4 (278) 85 373 207 — — 21 537 145 — (5) 11 2,918 1,741 12,926 596 320 3,497 — (123) 26 — (17) 41 — (220) 436 — — — — — 22,299 6,003 (205) (643) 624 — 322 4,326 601 688 3,417 2,085 16,639 — 28,078 4,707 385 34,050 1,650 826 3,237 908 35,052 39 80,854 net booK Value, december 31, 2013 4,798 684 39,054 1,774 802 2,756 911 37,594 43 88,416 60 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsLand $ Grounds $ Buildings $ Leasehold improvements $ Furniture and Fixtures $ Vehicles $ Computer hardware $ Manufacturing equipment $ Construction in progress $ Total $ 4,751 597 37,180 — — 58 — 673 — 466 1,566 — (44) (6) (263) (9) 1,148 229 (9) (5) 6,375 167 (370) (17) 2,501 205 (41) (16) 46,800 2,045 (162) 277 100,095 (233) — 4,710 (582) (705) (5) (1,070) 4,707 649 37,590 2,023 1,363 6,155 2,649 47,978 39 103,153 — — — — 190 2,446 1,108 — 74 — — 270 108 — 406 2,502 1,418 9,429 137 (5) (1) 689 (268) 363 (33) (5) (7) 3,682 (86) (99) — — — — 16,661 6,161 (392) (131) (14) (5) — 264 3,540 373 537 2,918 1,741 12,926 — 22,299 4,751 407 34,734 196 742 3,873 1,083 37,371 277 83,434 4,707 385 34,050 1,650 826 3,237 908 35,052 39 80,854 cost balance, january 1, 2012 Additions Disposals Exchange differences balance, december 31, 2012 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 Construction in progress is comprised primarily of building and equipment. AGI regularly assesses its long-lived assets for impairment. As at December 31, 2013 and 2012, the recoverable amount of each CGU exceeded the carrying amounts of the assets allocated to the respective units. Capitalized borrowing costs No borrowing costs were capitalized in 2012 or 2013. 61 ANNUAL REPORT 2013Consolidated FinanCial statements 10. intanGible assets Distribution Networks $ Brand Names $ Patents $ Software $ Development Projects $ Total $ 95,195 886 332 2,259 3,397 886 — 101 4,384 98,672 194 231 — 22,418 4,039 728 425 27,185 1,283 — 332 96 1,711 290 200 20 510 1,201 3,960 71,487 cost balance, january 1, 2013 55,269 34,105 Internal development Acquisition Exchange differences — — 1,278 — — 722 1,141 — — 62 balance, december 31, 2013 56,547 34,827 1,203 amortization balance, january 1, 2013 Amortization charge for the year Exchange differences balance, december 31, 2013 net booK Value, december 31, 2013 21,190 3,516 671 25,377 — — — — 31,170 34,827 744 92 37 873 330 62 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsDistribution Networks $ Brand Names $ Patents $ Software $ Development Projects $ cost balance, january 1, 2012 55,633 34,314 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 — — (364) 56,269 17,874 3,459 (143) 21,190 — — (209) 34,105 — — — — 34,079 34,105 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 ten years. All brand names with a carrying amount of $34,827 [2012 - $34,105] 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. Total $ 94,236 1,426 190 (657) 95,195 18,726 3,849 (157) 22,418 2,010 1,426 — (39) 3,397 47 147 — 194 1,162 — — (21) 1,141 665 89 (10) 744 397 1,117 — 190 (24) 1,283 140 154 (4) 290 993 3,203 72,777 Intangible assets and research and development expenses for the year ended December 31, 2013, are net of combined federal and provincial scientific research and experimental development [“SR&ED”] tax credits in the amounts of $402 and $190, respectively. A number of specific criteria must be met in order to qualify for federal and provincial SR&ED investment tax credits. As at December 31, 2013, the Corporation had Federal investment tax credit carryforwards in the amount of $4,229 [2012 - $4,229], Federal SR&ED investment tax credit carryforwards in the amount of $703 [2012 - $210], Provincial SR&ED investment tax credit carryforwards in the amount of $139 [2012 - $56] and Provincial manufacturing or processing tax credits in the amount of $416 [2012 - $385]; these begin expiring in 2015. 63 ANNUAL REPORT 2013Consolidated FinanCial statements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 2 to 17 years. With the exception of the acquisition of the Rem GrainVac product line [note 33], the Company had no contractual commitments for the acquisition of intangible assets as of the reporting date. 11. GoodWill The Company’s CGUs and goodwill and indefinite life intangible assets allocated thereto are as follows: On-Farm Goodwill 2013 $ 2012 $ 37,087 37,983 Intangible assets with indefinite lives 24,181 24,095 Commercial Goodwill 27,235 25,416 2013 $ 2012 $ Intangible assets with indefinite lives 10,647 10,010 total balance, beGinninG of year 63,399 65,876 GoodWill Exchange differences Impairment of goodwill [note 12] 1,923 (587) — (1,890) balance, end of year 65,322 63,399 12. imPairment testinG The Company performs its annual goodwill impairment test as at December 31. Prior to 2013, the annual goodwill impairment tests were performed on all CGUs. With the continuing growth of international sales, the Company consolidated all its CGUs during 2013 into two groups of CGU in order to align the units expected to benefit from the synergies of the business combinations in which the goodwill arises. The recoverable amount for both of the Company’s CGUs has been determined based on value in use for the year ended December 31, 2013, using cash flow projections covering a five-year period. The various pre-tax discount rates applied to the cash flow projections are between 12.6% and 13.2% [2012 - 12.0% and 16.3%] and cash flows beyond the five-year period are extrapolated using a 3% growth rate [2012 - 3%], which is management’s estimate of long-term inflation and productivity growth in the industry and geographies in which it operates. 64 intanGible assets With indefinite liVes 65,322 63,399 34,827 34,105 Key assumptions used in valuation calculations 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. ANNUAL REPORT 2013ConsolIdated FInanCIal statementsDiscount rates 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 1.8% of the outstanding shares of Investco. At this point in time, management intends to hold the investment for an indefinite period of time. In the year ended December 31, 2013, 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. In the year ended December 31, 2012, the Company decreased the value of its investment by $800 with the offsetting amount recorded in other comprehensive income. 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 AGI operates. Management considers Consumer Price Index to be a conservative indicator of the long-term growth expectations for the agricultural industry. 13. assets held for sale In 2010, AGI transferred all production activities from its Lethbridge, Alberta facility to Nobleford, Alberta. In 2013, AGI transferred all production activities from its existing Swift Current, Saskatchewan facility to a new location in Swift Current, Saskatchewan. AGI concluded that the land and building in Lethbridge, Alberta and the land, grounds, and building at the existing Swift Current, Saskatchewan facility met the definition of an asset held for sale. The carrying amounts of the assets presented in the consolidated statements of financial position solely consist of the land, grounds, and building. As at December 31, 2013, the land carrying value is $228 [2012 - $146], the grounds carrying value is $65 [2012 - nil] and the building carrying value is $2,103 [2012 - $955]. 65 ANNUAL REPORT 2013Consolidated FinanCial statements15. cash and cash eQuiValents/chanGes in non cash WorKinG caPital Cash and cash equivalents as at the date of the consolidated statements of financial position and for the purpose of the consolidated statements 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: amounts and the related allowance for doubtful accounts: 2013 $ 2012 $ Total accounts receivable 59,389 52,449 Less allowance for doubtful accounts (811) (593) total accounts receiVable, net 58,578 51,856 of Which Neither impaired nor past due 39,217 33,672 Not impaired and past the due date as follows: Accounts receivable Inventory Prepaid expenses and other assets Accounts payable and accrued liabilities Customer deposits Provisions 2013 $ 2012 $ (6,722) (2,165) 967 (580) 6,045 1,075 13,521 13,668 980 21,834 (4,913) (3,035) 198 (2,795) Within 30 days 31 to 60 days 61 to 90 days Over 90 days 10,943 2,541 1,616 5,072 9,709 4,095 1,932 3,041 Less allowance for doubtful accounts (811) (593) total accounts receiVable, net 58,578 51,856 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, 2013 and December 31, 2012 was as follows: 16. restricted cash Restricted cash of $112 [2012 - $34] relates to the long-term incentive plan [note 21]. 17. accounts receiVable As is typical in the agriculture sector, AGI 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 balance, beGinninG of year Additional provision recognized Amounts written off during the period as uncollectable Amounts recovered during the period Unused provision reversed Exchange differences balance, end of year 2013 $ 593 324 (124) — — 18 811 2012 $ 497 150 (25) (3) (22) (4) 593 66 ANNUAL REPORT 2013ConsolIdated FInanCIal statements18. inVentory Raw materials Finished goods 2013 $ 32,324 25,222 57,546 2012 $ 33,518 24,995 58,513 Inventory is recorded at the lower of cost and net realizable value. During the year ended December 31, 2013, no provisions [2012 - 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. balance, beGinninG of year Costs recogized Change in reserve 2013 $ 2,420 3,351 600 2012 $ 2,222 3,419 — Amounts charged against provision (2,971) (3,221) balance, end of year 3,400 2,420 20. eQuity [a] Common shares Authorized Unlimited number of voting common shares without par value Issued 12,613,060 common shares balance, january 1, 2012 12,411,620 Number # Amount $ 151,039 Exercise of grants under DDCP [note 21[c]] Settlement of LTIP - vested shares [note 21[e]] 2,107 53 60,028 balance, december 31, 2012 12,473,755 Settlement of LTIP - vested shares [note 21[e]] Forfeiture of LTIP awards Exercise of grants under DDCP Dividend reinvestment plan costs Dividend reinvestment shares issued from treasury 57,351 1,766 5,395 — 74,793 balance, december 31, 2013 12,613,060 2,355 153,447 2,286 — 193 (32) 2,648 158,542 The 12,613,060 common shares at December 31, 2013 are net of 15,231 common shares with a stated value of $680 that were being held by the Company under the terms of the LTIP until vesting conditions are met. 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. 67 ANNUAL REPORT 2013Consolidated FinanCial statements [b] Normal course issuer bid Available-for-sale reserve On November 17, 2011, AGI 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. [c] Contributed surplus balance, beGinninG of year Equity-settled director compensation Obligation under LTIP Obligation under 2012 SAIP Exercise of grants under DDCP Dividends on PSU/RSU Settlement of LTIP obligation - vested shares Forfeiture of LTIP awards balance, end of year 2013 $ 4,108 303 131 2,650 (193) 188 2012 $ 5,341 324 850 — (53) — (2,286) (2,354) 83 4,984 — 4,108 [d] Accumulated other comprehensive income (loss) Accumulated other comprehensive income (loss) 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. 68 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 statements of income when the available-for-sale investment is impaired or derecognized. [e] Dividends paid and proposed In the year ended December 31, 2013, the Company declared dividends of $30,186 or $2.40 per common share [2012 - $30,111 or $2.40 per common share] and dividends on share compensation awards of $137 [2012 - nil]. In the year ended December 31, 2013, 74,793 common shares were issued to shareholders from treasury under the dividend reinvestment plan [the “DRIP”]. In the year ended December 31, 2013, dividends paid to shareholders were financed $27,538 [2012 - $30,111] from cash on hand and bank indebtedness and $2,648 by the DRIP [2012 - nil]. AGI’s dividend policy is to pay cash dividends on or about the 15th 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, 2013, the Company declared dividends of $0.20 per common share to shareholders of record on January 31, 2014 and February 28, 2014. [f] Dividend reinvestment plan On March 5, 2013, the Company announced the adoption of 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 share on the Toronto Stock Exchange for the five trading days preceding the applicable dividend payment date. The Company incurred costs of $32 with respect to implementation of the DRIP. ANNUAL REPORT 2013ConsolIdated FInanCIal statements[g] 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. 21. share-based comPensation Plans [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 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 AGI 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 statements of income lines by function depending on the role of the respective management member. For the year ended December 31, 2013, AGI expensed $131 [2012 - $850] for the LTIP. Additionally, there is $112 in restricted cash related to the LTIP [2012 - $34]. Further awards under the LTIP ceased effective for the fiscal 2012 year. [b] Share award incentive plan [“SAIP”] The 2012 SAlP On May 11, 2012 the shareholders of AGI approved a Share Award Incentive Plan [the “2012 SAIP”] which authorizes the Board to grant 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. The Company has an obligation to settle any amount payable in respect of a Restricted Award by common shares issued from treasury of the Company. 69 ANNUAL REPORT 2013Consolidated FinanCial statements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 year ended December 31, 2013, an expense of $303 [2012 - $324] 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, 2013, 8,304 common shares were granted under the DDCP [2012 - 9,260] and as at December 31, 2013, a total of 40,708 [2012 - 32,404] common shares had been granted under the DDCP and 7,502 [2012 - 2,107] common shares had been issued. 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%. The Company intends to settle the share award by common shares. As at December 31, 2013, 214,000 Restricted Awards and 110,000 Performance Awards have been granted. The Company accounted for the Share Awards as equity-settled plans. The fair values of the Restricted Awards and the Performance Awards were based on the share price as at the grant date and the assumption that there will be no forfeitures. In addition, the expense of the Performance Awards is based on the probability of achieving 100% of the Payout Multiplier. In the year ended December 31, 2013, AGI expensed $2,650 for the 2012 SAIP [2012 - nil]. The 2007 SAlP On May 10, 2007, the shareholders of AGI 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. For the year ended December 31, 2013, AGI recorded an expense related to the 2007 SAIP of nil [2012 - nil]. [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 70 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsThe exercise price on all 2007 SAIP awards is $0.10 per common share. There is no exercise price on the 2012 SAIP awards. A summary of the status of the rights to shares to be issued under the LTIP is presented below: 2013 Shares # 2012 Shares # outstandinG, beGinninG of year 74,348 134,376 Vested Forfeited outstandinG, end of year (57,351) (60,028) (1,766) — 15,231 74,348 [d] Stock option plan On June 3, 2009, the shareholders of AGI 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 AGI’s long-term success. On May 11, 2012, the shareholders of AGI approved an amended management compensation structure which included the termination of the Option Plan. As at the date of termination, no options had been granted under the Option Plan. [e] Summary of expenses recognized under share-based payment plans For the year ended December 31, 2013, an expense of $3,084 [2012 - $1,174] was recognized for employee and Director services rendered. A summary of the status of the options under the 2007 and 2012 SAIP is presented below: 2012 saiP 2007 SAIP # Restricted awards # Performance awards # 40,000 (40,000) — — — — — — — — 214,000 110,000 — 214,000 110,000 outstandinG, january 1, 2012 Exercised balance, december 31, 2012 Granted balance, december 31, 2013 71 ANNUAL REPORT 2013Consolidated FinanCial statements22. lonG-term debt and obliGations under finance leases current Portion of interest-bearinG loans and borroWinGs GMAC loans 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 Interest Rate % Maturity 0.0 6.8 3.3 0.0 2014 2016 2014 2014 2013 $ 5 26,590 — — 26,590 26,595 223 26,372 2012 $ 7 24,872 10,475 7 35,354 35,361 438 34,923 [a] Bank indebtedness [b] Long-term debt AGI 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 operating 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, 2013 on AGI’s Canadian dollar operating facility was 3.0% [2012 - 3.1%] and on its U.S. dollar operating facility was 3.3% [2012 - 3.4%]. As at December 31, 2013, there was nil [2012 - nil] outstanding under these facilities. The facilities mature March 8, 2016. 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. 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. AGI has revolver facilities of $63.0 million and U.S. $20.5 million. The revolver 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, 2013 on AGI’s Canadian dollar revolver facility was 3.0% [2012 - 3.1%] and on its U.S. dollar revolver facility was 3.3% [2012 - 3.4%]. As at December 31, 2013, there was nil [2012 - $10.5 million] 72 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsoutstanding under these facilities. The facilities mature March 8, 2016. GMAC loans bear interest at 0% and mature in 2014. The vehicles financed are pledged as collateral. [c] Covenants AGI 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 AGI 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, 2013 and December 31, 2012, AGI was in compliance with all financial covenants. 23. conVertible unsecured subordinated debentures 2013 2012 2013 Debentures $ 2009 Debentures $ 2009 Debentures $ Principal amount 86,250 114,885 Equity component (4,480) Accretion 29 (7,475) 6,538 114,885 (7,475) 4,211 Financing fees, net of amortization conVertible unsecured subordinated debentures (3,812) (588) (2,063) 77,987 113,360 109,558 In 2009, the Company issued convertible unsecured subordinated debentures in the aggregate principal amount of $115 million [the “2009 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 2009 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 2009 Debentures is December 31, 2014 and accordingly they have been classified as current liabilities. Each 2009 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 2009 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 2009 Debentures. No conversion options were exercised during the year ended December 31, 2013. During the year ended December 31, 2011, holders of $0.1 million principal amount of the 2009 Debentures exercised the conversion option and were issued 2,556 common shares. As at December 31, 2013, AGI has reserved 2,554,136 common shares for issuance upon conversion of the 2009 Debentures. Subsequent to December 31, 2013, holders of $19.0 million principal amount of the 2009 Debentures exercised the conversion option and were issued 422,897 common shares. The Company fully redeemed all remaining outstanding 2009 Debentures on January 17, 2014. On December 17, 2013, the Company issued convertible unsecured subordinated debentures in the aggregate principal amount of $75 million, and on December 24, 2013, the underwriters exercised in full their over-allotment option and the Company issued an additional $11.2 million of debentures [the “2013 Debentures”]. The net proceeds of the offering, after payment of the underwriters’ fee of $3.5 million and expenses of the offering of $0.6 million, were approximately $82.2 million. The 2013 Debentures were issued at a price of $1,000 per debenture and bear interest at an annual rate of 5.25% payable semi-annually on June 30 and December 31 in each year commencing June 30, 2014. The maturity date of the 2013 Debentures is December 31, 2018. 73 ANNUAL REPORT 2013Consolidated FinanCial statementsEach 2013 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 2013 Debenture, at a conversion price of $55 per common share being a conversion rate of approximately 18.1818 common shares per $1,000 principal amount of 2013 Debentures. No conversion options were exercised during the year ended December 31, 2013. As at December 31, 2013, AGI has reserved 1,568,182 common shares for issuance upon conversion of the 2013 Debentures. ended December 31, 2013, the Company recorded accretion of $2,357 [2012 - $1,441], non-cash interest expense related to financing costs of $1,499 [2012 - $915] and interest expense on the coupon [2009 - 7%, 2013 - 5.25%] of $8,229 [2012 - $8,042]. The estimated fair value of the holder’s option to convert 2009 Debentures and the 2013 Debentures to common shares in the total amount of $11,955 has been separated from the fair value of the liability and is included in shareholders’ equity, net of income tax of $3,175, and its pro rata share of financing costs of $540. 24. accounts Payable and accrued liabilities Trade payables Other payables Personnel-related accrued liabilities Accrued outstanding service invoices 2013 $ 11,596 9,518 8,894 864 30,872 2012 $ 4,613 5,430 6,583 725 17,351 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 2013 Debentures are not redeemable before December 31, 2016. On and after December 31, 2016 and prior to December 31, 2017, the 2013 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, 2017, the 2013 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 2013 Debentures by issuing and delivering common shares. The Company may also elect to satisfy its obligations to pay interest on the 2013 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 2009 Debentures and the 2013 Debentures, the Company recorded in total a liability of $189,180, less related offering costs of $8,572. The liability component has been accreted using the effective interest rate method, and during the year 74 ANNUAL REPORT 2013ConsolIdated FInanCIal statements 25. income taxes The major components of income tax expense for the years ended December 31, 2013 and 2012 are as follows: 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, 2013 and 2012 is as follows: consolidated statements of income 2013 $ 2012 $ accountinG Profit before income tax 2013 $ 2012 $ 36,631 25,013 current tax exPense Current income tax charge deferred tax exPense Origination and reversal of temporary differences 7,595 3,771 At the Company’s statutory income tax rate of 26.56% [2012 - 26.59%] 9,729 6,651 Tax rate changes Recognition of deferred tax assets 55 — 6,445 4,054 Non-taxable portion of capital gains (600) (14) (58) — income tax exPense rePorted in the consolidated statements of income 14,040 7,825 consolidated statements of comPrehensiVe income 2013 $ 2012 $ 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 foreign operations income tax charGed (credited) directly to other comPrehensiVe income (1,622) 698 649 (200) (973) 498 Additional deductions allowed in a foreign jurisdiction Tax losses not recognized as a deferred tax asset Foreign rate differential Impairment of goodwill Non-deductible SAIP expense State income tax, net of federal tax benefit Unrealized foreign exchange gain (loss) Permanent differences and others (604) (386) 281 1,729 — 397 522 1,008 1,523 224 1,080 503 — 302 (580) 103 at the effectiVe income tax rate 38.33% [2012 - 31.28%] 14,040 7,825 75 ANNUAL REPORT 2013Consolidated FinanCial statements 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 statements of financial position consolidated statements 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 credits Canadian exploration expenses Capitalized development expenditures Convertible debentures SAIP liability Equity impact LTIP Foreign exchange gains Other comprehensive income (loss) 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 76 2013 $ — 1,181 293 51 (277) 4,934 1,123 22 72 (571) (307) — 573 — (649) 6,445 2012 $ (112) 1,404 9 54 189 1,978 (253) (41) 242 (411) 397 398 — — 200 4,054 2013 $ (88) (12,730) (13,202) (168) 1,730 9,897 (1,123) 29,176 (779) (1,431) 307 312 — 1,193 — 2012 $ (88) (11,549) (12,909) (117) 1,453 14,831 — 29,198 (707) (868) — 885 — (429) — 13,094 19,700 23,327 (10,233) 13,094 28,741 (9,041) 19,700 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsReconciliation of deferred tax assets, net 2013 $ 2012 $ balance, beGinninG of year 19,700 24,252 Deferred tax expense during the period recognized in profit or loss Deferred tax expense during the period recognized in shareholders’ equity Deferred tax recovery (expense) during the period recognized in other comprehensive income (loss) balance, end of year (6,445) (4,054) (1,134) — 973 (498) 13,094 19,700 The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which these temporary differences, and loss carryforwards 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 [1,491 Euros, 2012 - 655 Euros]. Accordingly, the Company has recorded a deferred tax asset for all other deductible temporary differences as of the reporting date and as at December 31, 2012. At December 31, 2013, there was no recognized deferred tax liability [2012 - 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 [2012 - $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 AGI’s specific situation. The amount and timing of reversals of temporary differences will also depend on AGI’s future operating results, acquisitions and dispositions of assets and liabilities. The business and operations of AGI are complex and AGI 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 AGI’s interpretation of and compliance with relevant tax legislation and regulations. While AGI 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 AGI and the ultimate value of AGI’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 2013 or 2012 by the Company to its shareholders. 26. Post-retirement benefit Plans AGI contributes to group retirement savings plans subject to maximum limits per employee. The expense recorded during the year ended December 31, 2013 was $2,156 [2012 - $1,950]. AGI expects to contribute $2,200 for the year ending December 31, 2014. AGI accounts for one plan covering substantially all of its employees of the Mepu division as a defined contribution plan, although it does provide 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. AGI is not able to obtain sufficient information to account for the plan as a defined benefit plan. 77 ANNUAL REPORT 2013Consolidated FinanCial statements27. financial instruments and financial risK manaGement [a] Management of risks arising from financial instruments AGI’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 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: 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 AGI 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, 2013 and December 31, 2012. 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 non financial assets and liabilities of foreign operations. The following assumptions have been made in calculating the sensitivity analyses: • The consolidated statements of financial position sensitivity relates to derivatives. • The sensitivity of the relevant consolidated statements 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, 2013 and December 31, 2012, including the effect of hedge accounting. • The sensitivity of equity is calculated by considering the effect of any associated cash flow hedges at December 31, 2013 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 78 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsAGI’s sales denominated in U.S. dollars for the year ended December 31, 2013 were U.S. $249 million, and the total of its cost of goods sold and its selling, general and administrative expenses denominated in that currency were U.S. $150 million. Accordingly, a 10% increase or decrease in the value of the U.S. dollar relative to its Canadian counterpart would result in a $24.9 million increase or decrease in sales and a total increase or decrease of $15.0 million in its cost of goods sold and its selling, general and administrative expenses. In relation to AGI’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 $6.3 million increase or decrease in the foreign exchange gain and a $21.9 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, 2013 the Company realized a gain on its foreign exchange contracts of $0.5 million [2012 - $0.6 million]. 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, AGI enters into foreign exchange forward contracts and denominates a portion of its debt in U.S. dollars. As at December 31, 2013, AGI’s U.S. dollar denominated debt totalled U.S. $26.6 million [2012 - 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 2014 January - December 2015 Face value U.S. $ Average rate Cdn $ 65,000 53,000 1.02 1.06 SETTLEMENT DATES Face value Euro Average rate Cdn $ August - December 2014 500 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 24-month 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. 79 ANNUAL REPORT 2013Consolidated FinanCial statements The open foreign exchange forward contracts as at December 31, 2013 are as follows: U.S. dollar contracts Euro contracts Notional amount of currency sold $ 118,000 500 notional canadian dollar equivalent Contract amount $ 1.04 1.33 Cdn $ equivalent $ Unrealized gain (loss) $ 122,178 664 (4,418) (74) The open foreign exchange forward contracts as at December 31, 2012 are as follows: U.S. dollar contracts Euro contracts Notional amount of currency sold $ 94,000 1,000 notional canadian dollar equivalent Contract amount $ 1.02 1.32 Cdn $ equivalent $ Unrealized gain (loss) $ 96,086 1,322 1,625 (14) 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 statements of income. The cash flow hedges of the expected future sales were assessed to be highly effective and a net unrealized loss of $4,492, with a deferred tax asset of $1,193 relating to the hedging instruments, is included in accumulated other comprehensive income. Subsequent to December 31, 2013, the Company entered a number of foreign exchange contracts for the period June 2015 to December 2015 totalling U.S. $12 million at an average rate of $1.0906, and for January 2016 totalling U.S. $5 million at an average rate of $1.12. In addition, AGI entered into a foreign exchange forward contract for settlement in 2015 of Euro 0.5 million at a rate of $1.52. 80 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsAt December 31, 2013, the Company had three customers [2012 - two customers] that accounted for approximately 28% [2012 - 17%] 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 AGI will encounter difficulties in meeting its financial liability obligations. AGI manages its liquidity risk through cash and debt management. In managing liquidity risk, AGI 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. AGI 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 AGI 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. AGI’s Series A secured notes and convertible unsecured subordinated debentures outstanding at December 31, 2013 and December 31, 2012 are at a fixed rate of interest. As at December 31, 2013, the Company had no U.S. dollar term debt outstanding at a floating rate of interest. 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 AGI’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. AGI 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. 81 ANNUAL REPORT 2013Consolidated FinanCial statementsThe tables below summarize the undiscounted contractual payments of the Company’s financial liabilities as at December 31, 2013 and 2012: december 31, 2013 Bank debt [includes interest] Trade payables and provisions Dividends payable Convertible unsecured subordinated debentures [include interest] Total $ 30,206 34,272 2,525 0 - 6 months $ 904 34,272 2,525 6 - 12 months $ 904 — — 12 - 24 months $ 1,808 — — 2 - 4 years $ 26,590 — — After 4 years $ — — — 227,796 121,170 2,264 4,528 9,056 90,778 total financial liability Payments 294,799 158,871 3,168 6,336 35,646 90,778 december 31, 2012 Bank debt [includes interest] Trade payables and provisions Dividends payable Convertible unsecured subordinated debentures [include interest] Total $ 42,442 19,771 2,510 130,969 0 - 6 months $ 1,016 19,771 2,510 4,021 6 - 12 months $ 1,016 — — 12 - 24 months $ 14,128 — — 4,021 122,927 2 - 4 years $ 26,282 — — — total financial liability Payments 195,692 27,318 5,037 137,055 26,282 After 4 years $ — — — — — 82 ANNUAL REPORT 2013ConsolIdated FInanCIal statements[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: 2013 Carrying amount $ Fair value $ 2012 Carrying amount $ 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 borrowing Trade payables and provisions Dividends payable Derivitive instruments 108,731 108,731 112 58,578 2,000 — 26,372 34,272 2,525 4,492 112 58,578 2,000 — 28,602 34,272 2,525 4,492 Fair value $ 2,171 34 51,856 2,000 1,611 2,171 34 51,856 2,000 1,611 34,923 38,082 19,771 2,510 — 19,771 2,510 — Convertible unsecured subordinated debentures 191,347 197,576 109,558 113,501 83 ANNUAL REPORT 2013Consolidated FinanCial statements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. [c] Fair value [“FV”] hierarchy AGI 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. 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 accrued liabilities, 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 each 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. 84 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsThe FV hierarchy of financial instruments measured at fair value on the consolidated statements of financial position is as follows: 2013 2012 financial assets Cash and cash equivalents Accounts receivable Available-for-sale investment Derivative instruments Restricted cash financial liabilities Level 1 $ 108,731 58,578 — — 112 Level 2 $ — — 2,000 — — Interest-bearing loans and borrowing — 26,372 Trade payables and provisions Dividends payable Derivative instruments Convertible unsecured subordinated debentures 34,272 2,525 — — — — 4,492 191,347 Level 3 $ — — — — — — — — — — Level 1 $ 2,171 51,856 — — 34 — 19,771 2,510 — — Level 2 $ — — 2,000 1,611 — 34,923 — — — 109,558 Level 3 $ — — — — — — — — — — During the reporting periods ended December 31, 2013 and December 31, 2012, there were no transfers between Level 1 and Level 2 fair value measurements. At December 31, 2013, AGI has $112 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 finance expenses (income). 85 ANNUAL REPORT 2013Consolidated FinanCial statements28. caPital disclosure and manaGement The Company’s capital structure is comprised of shareholders’ equity and long-term debt. AGI’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. 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. AGI 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, 2013 and December 31, 2012, 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, 2013. 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. 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 Other relationships Burnet, Duckworth & Palmer LLP provides legal services to the Company and a Director of AGI is a partner of Burnet, Duckworth & Palmer LLP. The total cost of these legal services related to a debenture offering and general matters was $0.3 million during the year ended December 31, 2013 [2012 - nil] and $0.2 million is included in accounts payable and accrued liabilities as at December 31, 2013. These transactions are measured at the exchange amount and were incurred during the normal course of business on similar terms and conditions to those entered into with unrelated parties. Compensation of key management personnel of AGI AGI’s key management consists of 25 individuals including its CEO, CFO, its Officers and other senior management, divisional general managers and its Directors. Short-term employee benefits Contributions to defined contribution plans Salaries Share-based payments 2013 $ 93 176 4,776 3,084 2012 $ 110 168 4,576 1,174 total comPensation Paid to Key manaGement Personnel 8,129 6,028 86 ANNUAL REPORT 2013ConsolIdated FInanCIal statementsKey management interests in an employee incentive plan Key management employees have been granted the following LTIP awards for the different vesting dates without any exercise price: ISSUE DATE 2009 2010 Expiry date 2011 - 2013 2012 - 2014 2013 Shares outstanding # 2012 Shares outstanding # — 15,231 15,231 40,352 33,996 74,348 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 2013 $ 2012 $ 22,591 17,188 Basic weighted average number of shares 12,558,435 12,471,757 Dilutive effect of DDCP Dilutive effect of LTIP Dilutive effect of PSU Dilutive effect of RSU Diluted weighted average number of shares basic Profit Per share diluted Profit Per share 33,543 16,552 110,000 174,373 26,269 74,348 — — 12,892,902 12,572,374 1.80 1.75 1.38 1.37 Subsequent to December 31, 2013, holders of $19.0 million principal amount of the 2009 Debentures exercised the conversion option and were issued 422,897 common shares, 19,181 shares were issued under the DRIP and an additional 13,000 shares were issued under the RSU. Other than the aforementioned, 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. Both 2009 and 2013 convertible unsecured subordinated debentures were excluded from the calculation of the above diluted net earnings per share because their effect is anti-dilutive. 87 ANNUAL REPORT 2013Consolidated FinanCial statementsIn the year ended December 31, 2013, the Company had one single customer representing 10% or more of the Company’s revenues. It is an international customer with sales representing 12% of the Company’s revenues. In the year ended December 31, 2012, the Company had no single customer representing 10% or more of the Company’s revenues. 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 AGI’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. Property, plant and equipment, goodwill, intangible assets and available-for-sale investment 2012 $ 2013 $ 2012 $ revenue 2013 $ Canada 74,818 76,223 144,095 148,781 United States 189,478 166,183 74,010 International 92,491 71,936 9,120 61,954 8,295 356,787 314,342 227,225 219,030 The revenue information above is based on the location of the customer. 88 ANNUAL REPORT 2013ConsolIdated FInanCIal statements32. commitments and continGencies [a] Contractual commitment for the purchase of property, plant and equipment As of the reporting date, the Company had no commitments to purchase property, plant and equipment. [b] Letters of credit 33. subseQuent eVents Effective February 3, 2014, the Company acquired the operating assets related to the Rem GrainVac product line for cash consideration of $9.5 million plus working capital of $4.0 million. The acquisition and related transaction costs were funded from the Company’s cash balance. Due to the timing of the acquisition, the allocation of the purchase price has not yet been finalized. As at December 31, 2013, the Company has outstanding letters of credit in the amount of $9,201 [2012 - $1,354]. 34. comParatiVe fiGures Certain of comparative figures have been reclassified to conform to the current year’s presentation. The key element of the change to the tax balances reported on the consolidated statements of financial position was to establish a separate disclosure of investment tax credits by segregating them from deferred tax assets into an income taxes recoverable. The amount reclassified in 2012 for comparative purposes was $4,880. [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 $ 1,437 5,038 6,475 These leases have a life of between one and five years, with no renewal options included in the contracts. During the year ended December 31, 2013, the Company recognized an expense of $1,722 [2012 - $1,048] for leasing contracts. This amount relates only to minimum lease payments. [d] 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. 89 ANNUAL REPORT 2013Consolidated FinanCial statements3 1 0 2 T R O P E R L A U N N A 90 DIRECTORS OFFICERS Gary Anderson, President, Chief Executive Officer & Director Gary Anderson, President, Chief Executive Officer & Director Janet Giesselman, Compensation & Human Resources Committee Chair Bill Lambert, Chairman of the Board of Directors Bill Maslechko, Director Mac Moore, Governance Committee Chair David White, CA, ICD.D, Audit Committee Chair Steve Sommerfeld, CA, Executive Vice President & Chief Financial Officer Dan Donner, Senior Vice President, Sales & Marketing Paul Franzmann, CA, Senior Vice President, Operations Tim Close, Vice President, Strategic Planning & Development Ron Braun, Vice President, Portable Grain Handling Paul Brisebois, Vice President, Marketing Shane Knutson, Vice President, International Sales Gurcan Kocdag, Vice President, Storage & Conditioning Craig Nimegeers, Vice President, Engineering Nicolle Parker, Vice President, Finance & Integration Tom Zant, Vice President, Commercial Products Group Eric Lister, Q.C., Counsel Additional information relating to the Company, including all public filings, is available on SEDAR (www.sedar.com). 

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