AG Growth Income Fund
TSX : AFN.UN

AG Growth Income Fund

May 07, 2009 07:30 ET

Ag Growth Announces Results for the Three Months Ended March 31, 2009

WINNIPEG, MANITOBA--(Marketwire - May 7, 2009) - Ag Growth Income Fund (TSX:AFN.UN) today reported its financial results for the three months ended March 31, 2009. The Fund reported sales, EBITDA and net earnings as follows (in thousands of dollars):



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Three Months Ended (in '000s)
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March 31, March 31,
2009 (3) 2008 Increase Increase
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Sales $55,289 $35,138 $20,151 57%
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Net Earnings $10,127 $ 1,889 $ 8,238 436%
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EBITDA (1) $10,990 $ 5,051 $ 5,939 118%
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EBITDA (net of FX) (1)(2) $13,018 $ 5,638 $ 7,380 131%
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(1) See "Non-GAAP measures".
(2) Net of the Fund's "gain (loss) on foreign exchange". Included in the
loss on foreign exchange for the quarter ended March 31, 2009 is a
non-cash unrealized loss of $1.3 million (2008 - $1.0 million) recorded
when the Fund translated its U.S. dollar denominated debt into Canadian
dollars at the balance sheet date.
(3) The Fund acquired Applegate Livestock Equipment on January 15, 2008.
Results for all other divisions are included in the periods ended
March 31, 2008 and 2009 for a full three months. Sales, EBITDA and net
earnings for Applegate in the period January 1 - 15, 2009 were
immaterial and accordingly were not required to be segregated to
provide meaningful comparatives.


Results for the Three Months ended March 31, 2009

The Fund reported record operating results in the first quarter of 2009. Demand for portable grain handling and aeration equipment remained strong due to positive agricultural fundamentals, successive large harvests and continued high levels of on-farm storage. Sustained capacity gains at the Westfield division played a major role in allowing the Fund to capitalize on these positive market drivers.

Sales for the three months ended March 31, 2009 were $55.3 million, an increase of $20.2 million or 57% over the same period in 2008. In addition to positive demand drivers and an increase in capacity at Westfield, sales in the first quarter of 2009 benefited from the sales price increases announced in 2008 and a weaker Canadian dollar. As expected, sales of commercial equipment decreased largely due to macro-economic factors.

Gross margin (see "non-GAAP measures") as a percentage of sales for the three months ended March 31, 2009 was 41.2% (2008 - 36.1%). The increase in gross margin percentage was largely the result of sales price increases, the impact of foreign exchange, an increase in capacity and efficiency at Westfield compared to Q1 2008 (the Westfield capacity improvement initiative was completed in March 2008) and improved results at the Fund's Edwards/Twister division.

Overview of Results

"We are very pleased to report another record quarter" said Rob Stenson, Chief Executive Officer of Ag Growth Income Fund. "The significant increase in sales and EBITDA reflects the continued strength in the portable grain handling and aeration market. The realization of sales price increases and the weaker Canadian dollar also contributed to increased revenue and solid gross margin percentages. All of our divisions in the portable grain handling and aeration sector recorded substantial increases in sales and EBITDA. In particular, Westfield capitalized on a substantial increase in production capacity compared to the first quarter of 2008.

"Our outlook for the balance of 2009 remains very positive. The Fund's primary demand drivers of grain volumes, grain storage practices and commodity prices remain supportive of continued high levels of demand. The U.S. planting intentions report released by the United States Department of Agriculture in March forecast that U.S. farmers would plant the third largest corn acreage on record. North American farmers appear to have adequate access to credit and in any case our portable equipment generally represents a relatively insignificant expenditure to the farmer. Macro-economic factors including access to credit appears to be impacting sales to the commercial sector in North America as well as tempering growth in new overseas markets. We remain very excited about the development of new markets and have quoted a significant amount of business in Russia, Kazakhstan and elsewhere. We expect substantial growth in these regions once our prospective customers can more easily access financing."

Company Profile

Ag Growth is a leading manufacturer of portable and stationary grain handling, storage and conditioning equipment, including augers, belt conveyors, grain storage bins, grain handling accessories and grain aeration equipment. Ag Growth's sales, marketing, and distribution system is comprised of approximately 1,400 dealers and distributors that distribute product in 48 states, nine provinces, and overseas.

Non-GAAP measures

References to "gross margin" are to sales less cost of goods sold. Management believes that, in addition to net income or loss, gross margin provides a useful supplemental measure in evaluating its performance. Gross margin is not a financial measure recognized by Canadian generally accepted accounting principles ("GAAP") and does not have a standardized meaning prescribed by GAAP. Management cautions investors that gross margin should not replace net income or loss as an indicator of performance, or cash flows from operating, investing, and financing activities as a measure of the Fund's liquidity and cash flows. The Fund's method of calculating gross margin may differ from the methods used by other issuers.

References to "EBITDA" are to earnings before interest, income taxes, depreciation, and amortization. Management believes that, in addition to net income or loss, EBITDA is a useful supplemental measure in evaluating the Fund's performance. EBITDA is not a financial measure recognized by GAAP and does not have a standardized meaning prescribed by GAAP. Management cautions investors that EBITDA should not replace net income or loss as an indicator of performance, or cash flows from operating, investing, and financing activities as a measure of the Fund's liquidity and cash flows. The Fund's method of calculating EBITDA may differ from the methods used by other issuers.

References to "EBITDA before gain (loss) on foreign exchange" are to earnings before gain (loss) on foreign exchange, interest, income taxes, depreciation, and amortization. Management believes that, in addition to net income or loss and EBITDA, the presentation of EBITDA before gain (loss) on foreign exchange is a useful supplemental measure in evaluating the Fund's performance. EBITDA before gain (loss) on foreign exchange is not a financial measure recognized by GAAP and does not have a standardized meaning prescribed by GAAP.

Forward-Looking Statements

The statements contained in this news release may contain forward-looking statements that reflect our expectations regarding the future growth, results of operations, performance, business prospects, and opportunities of the Fund. Forward-looking statements may contain such words as "anticipate", "believe", "continue", "could", "expects", "intend", "plans", "will" or similar expressions suggesting future conditions or events. Such forward-looking statements reflect our current beliefs and are based on information currently available to us. Forward-looking statements involve significant risks and uncertainties. Specific forward-looking statements in this news release include management's expectations regarding continuing strong demand for the Fund's products in 2009. These statements are based on management's general industry knowledge and certain assumptions including a continuation of current agricultural industry conditions and trends including current commodity prices, continued access to credit for North American farmers and continuing healthy farm net incomes. A number of factors could cause actual results to differ materially from results discussed in the forward-looking statements, including changes in international, national and local business conditions, crop yields, crop conditions, seasonality, industry cyclicality, volatility of production costs, commodity prices, foreign exchange rates, competition and adverse changes in the Fund's business or the agricultural industry generally resulting from recent market events and conditions, including disruptions in the international credit markets and other financial systems that have resulted in a deterioration of global economic conditions. These risks and uncertainties are described under "Risks and Uncertainties" in our Annual Information Form and in the accompanying management's discussion and analysis. Although the forward-looking statements contained in this news release are based on what we believe to be reasonable assumptions, we cannot assure readers that actual results will be consistent with these forward-looking statements and we undertake no obligation to update such statements except as expressly required by law. Further information about these and other risks and uncertainties can be found in the disclosure documents filed by Ag Growth Income Fund with the securities regulatory authorities, available at www.sedar.com.



AG GROWTH INCOME FUND
MANAGEMENT'S DISCUSSION AND ANALYSIS
MAY 6, 2009


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 Income Fund (the "Fund") for the year ended December 31, 2008 and the unaudited interim consolidated financial statements of the Fund for the three month period ended March 31, 2009. Results are reported in Canadian dollars unless otherwise stated and have been prepared in accordance with Canadian generally accepted accounting principles. Throughout this MD&A references are made to "EBITDA", "EBITDA before gain (loss) on foreign exchange", "gross margin", "standardized distributable cash", "adjusted distributable cash" and "payout ratio". A description of these measures and their limitations are discussed below under "Non-GAAP Measures". See also "Risks and Uncertainties" and "Forward-Looking Statements" below.

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 Fund. Forward-looking statements may contain such words as "anticipate", "believe", "continue", "could", "expects", "intend", "plans", "will" or similar expressions suggesting future conditions or events. Such forward-looking statements reflect our current beliefs and are based on information currently available to us. Forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual results to differ materially from results discussed in the forward-looking statements, including changes in international, national and local business conditions, crop yields, crop conditions, seasonality, industry cyclicality, volatility of production costs, commodity prices, foreign exchange rates, and competition. In addition, actual results may be materially impacted by the current economic downturn, including the cost and availability of capital and the possibility of deterioration in the Fund's working capital position. These risks and uncertainties are described under "Risks and Uncertainties" and in our Annual Information Form. Although the forward-looking statements contained in this MD&A are based on what we believe to be reasonable assumptions, we cannot assure readers that actual results will be consistent with these forward-looking statements and we undertake no obligation to update such statements except as expressly required by law.

OVERVIEW OF THE FUND

The Fund is an unincorporated, open-ended, limited purpose trust established under the laws of the Province of Ontario. The Fund holds indirectly all of the securities of Ag Growth Industries Inc. ("Ag Growth"), which conducts business in the grain handling, storage, and conditioning market. The following Trust units of the Fund and Class B units of AGHLP were issued and outstanding and participated pro rata in distributions during the periods indicated:



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# Trust # Class B # Total
units units(1) units
----------------------------------------------------------------------------

December 31, 2007 12,818,915 136,085 12,955,000
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Units purchased under normal
course issuer bid (200,000) 0 (200,000)
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December 31, 2008 and May 6, 2009 12,618,915 136,085 12,755,000
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(1) The previous owners of Ag Growth were issued Class B exchangeable
limited partnership units ("Class B units") of AGX Holdings Limited
Partnership ("AGHLP"), a wholly owned subsidiary of the Fund. The Class
B units are exchangeable for Trust units of the Fund at the option of
the holder on a one-for-one basis at any time. The Trust units of the
Fund and the Class B units of AGHLP participate pro rata in
distributions. The Fund has issued one Special Voting Unit for each
Class B unit outstanding. The Special Voting Units are not entitled to
any interest or share in the Fund, or in any distribution from the
Fund, but are entitled to vote on matters related to the Fund.


On October 22, 2008, the Fund commenced a normal course issuer bid for up to 1,262,090 Trust units, representing 10% of the Fund's public float. The normal course issuer bid will terminate on October 21, 2009 unless terminated earlier by the Fund. Units purchased under the normal course issuer bid will be cancelled. Trust units are purchased at market price and in accordance with Toronto Stock Exchange ("TSX") requirements. For the period ending December 31, 2008, the Fund purchased and cancelled 200,000 Trust units at an average unit price of $19.47 for total cash consideration of $3.9 million. No Trust units were purchased under the normal course issuer bid in the three months ended March 31, 2009.

The Fund has granted 220,000 unit awards under its unit award incentive plan approved by unitholders in May 2007. The unit awards remain outstanding at December 31, 2008 and May 6, 2009 and, subject to vesting and payment of the exercise price, are each exercisable for one Trust unit.

In April 2009 the administrator of the Fund's long-term incentive plan (the "LTIP") acquired 11,008 Trust units to satisfy its obligations with respect to awards under the plan for fiscal 2008. In April 2008 the administrator of the Fund's LTIP acquired 70,400 Trust units to satisfy its obligations with respect to fiscal 2007. These Trust units are not cancelled but rather are held by the administrator until such time as they vest to the participants of the plan. As at March 31, 2009, a total of 23,467 units related to the LTIP had vested to the participants.

The Fund's Trust units trade on the Toronto Stock Exchange under the symbol AFN.UN.

CONVERSION TO A CORPORATION

On April 19, 2009 the Fund announced it has entered into an agreement (the "Arrangement Agreement") pursuant to which, among other things, it will convert from an income trust to a corporation (the "Conversion"). Following Conversion, Ag Growth expects to pay a monthly dividend of 17 cents per share, unchanged from Ag Growth's previous distribution amount, and pending the final approval of the listing by the TSX, Ag Growth shares will trade on the TSX under the symbol "AFN".

Ag Growth has been proactively assessing several options available to provide long-term stability of distributions for Ag Growth unitholders while minimizing the impact of the trust taxation legislated by the Federal Government in June 2007. Ag Growth believes the early conversion to a corporation through the proposed Arrangement Agreement with Benachee Resources Inc. ("Benachee") accomplishes both of these objectives.

The Conversion will occur pursuant to a statutory plan of arrangement (the "Plan of Arrangement") under Section 192 of the Canada Business Corporations Act ("CBCA") and is expected to become effective in June 2009. Ag Growth's present monthly distribution of 17 cents per trust unit will continue until the Conversion is completed. Ag Growth presently anticipates that subsequent to the Conversion a monthly dividend in the amount of 17 cents per share will be paid to shareholders.

Rationale and Benefits for the Conversion

On October 31, 2006, the Department of Finance announced the Specified Investment Flow-Through ("SIFT") trust income and distribution tax (the "SIFT Tax"), which will apply to Ag Growth in 2011. In order to qualify under new legislation for a tax-free conversion, Ag Growth must convert to a corporation before the end of 2013. Having regard to these legislative changes, as well as the opportunities to advance Ag Growth's long-term strategic plan, Ag Growth believes that it is in its best interests to proceed with the Conversion at this time. In addition:

- the Arrangement provides for an effective and efficient method of converting from a SIFT to a corporation consistent with existing legislation;

- in respect of the $0.17 monthly ($2.04 annual) dividend anticipated to be paid on the common shares ("New Ag Growth Shares") of New Ag Growth following the conversion, until 2011 Canadian taxable unitholders should benefit from lower income taxes paid on dividends compared to taxes paid on current distributions of the Fund;

- the conversion will enable New Ag Growth to reinvest a significant portion of its free cash flow into the business in order to capitalize on future growth opportunities;

- the conversion will result in the removal of the "normal growth" and "undue expansion" restrictions in the Normal Growth Guidelines that limit the Fund's ability to consider strategic acquisitions and may result in greater access to capital;

- the conversion may result in improved liquidity resulting in higher trading volumes;

- generally Fund Securityholders will be able to exchange Fund Securities for Benachee Shares on a tax--deferred basis for Canadian income tax purposes;

- New Ag Growth and its subsidiaries will have estimated tax attributes of $325 million following the conversion; and

- the conversion will lead to a simplified and more efficient corporate structure that will reduce overhead and administrative costs.

Details of the Conversion

Under the Plan of Arrangement, Ag Growth Unitholders will receive one common share of Benachee in exchange for every trust unit of Ag Growth held on the effective date of the Conversion, and Benachee will change its name to "Ag Growth International Inc. ". Upon completion of the Conversion, New Ag Growth will operate the existing businesses of Ag Growth and its subsidiaries and the existing trustees and management of Ag Growth will become the board and management of New Ag Growth. New Ag Growth is not, as a consequence of the Conversion, acquiring any additional business carried on by Benachee. Pursuant to the Plan of Arrangement, Benachee will transfer substantially all of its assets and all of its liabilities to a new subsidiary of its parent corporation. Pursuant to the Plan of Arrangement, consideration with an aggregate value of $13 million (calculated in accordance with the Plan of Arrangement) in the form of $5 million cash, $4 million in common shares and $4 million in convertible preferred shares of New Ag Growth will be received by Benachee's parent corporation and paid to its principal creditor. The number of fully diluted New Ag Growth common shares outstanding will increase from the present 12,755,000 trust units to approximately 13,078,039 New Ag Growth common shares (assuming the conversion of the preferred shares). A pro forma balance sheet as at March 31, 2009 will be appended to the management information circular to be provided to unitholders in connection with the proposed Conversion.

The Conversion is subject to various customary commercial conditions, including the receipt of regulatory approvals which include the approval of The Toronto Stock Exchange. The Conversion is also subject to the approval of not less than 66 2/3% of the votes cast at the meeting (the "Meeting") of Ag Growth Unitholders to be held to consider the Conversion. The mailing to Ag Growth Unitholders of an information circular in respect of the Meeting is expected to occur in May 2009 and the Conversion is expected to occur prior to the end of June 2009.

Complete details of the terms of the Plan of Arrangement are set out in the Arrangement Agreement that has been filed by Ag Growth on SEDAR (www.sedar.com).


CURRENT ECONOMIC CONDITIONS

The current economic crisis and related economic uncertainty has impacted nearly every industry, including certain segments of the agricultural industry. General economic developments are not expected to significantly impact the Fund's results in 2009.

Sales of portable grain handling and aeration equipment historically represent 65% to 75% of the Fund's total sales. The primary demand drivers for portable grain handling and aeration equipment are volume of grains grown, storage practices, and commodity prices. These factors are expected to continue to support robust demand:

- The United States Department of Agriculture ("USDA") released its annual prospective plantings report on March 31, 2009. The report estimated corn planting for 2009 at 85.0 million acres (2008 - 85.9 million acres) and soybean plantings of 76.0 million acres (2008 - 75.7 million acres). Although actual plantings may differ from these estimates, especially since many farmers are deferring their final planting decisions due to fluctuating commodity prices, planted acres at these levels are well above historical averages and are expected to continue to support strong demand for the Fund's portable grain handling and aeration equipment.

- The long-term trend towards increased on-farm storage not only stimulates the sale of grain storage bins and bin aeration equipment but also the sales of grain handling equipment as farmers are required to handle increased quantities of grains. Management expects this long-term trend to continue due to the increasing prevalence of larger and more sophisticated farming operations, a trend towards increased acreage and crop yields, and more recently the impact of corn based ethanol.

- Agricultural commodity prices have retracted from record highs however they remain well above historical averages. Management believes that higher commodity prices should remain supported by global agricultural fundamentals and continued low stock-to-use ratios. In addition, legislation mandating corn-based ethanol production is expected to continue to support corn acreage and commodity prices. The profitability of ethanol producers has decreased along with oil prices, however the production of ethanol is legislatively mandated and the annual minimum ethanol requirement is expected to continue to increase due to minimum renewable fuel standards included in the Energy Independence and Security Act signed into law in 2007. The long-term projections released by the USDA in February 2009 support the view that corn prices should remain above their pre-2006 levels.

The Fund's remaining sales relate primarily to storage bins and stationary grain handling equipment, with a small component related to livestock equipment. Sales of the Fund's storage equipment is currently concentrated in western Canada, however the Fund plans to pursue overseas opportunities to grow its storage business. Availability of credit in certain developing markets may temper international sales growth in the short term. Stationary grain handling equipment is geared towards new construction and facility upgrades in the commercial grain handling and value-added food processing space. Macro-economic factors and the availability of credit may impact this sector. Management believes sales of stationary grain handling equipment may decrease in 2009, however not to the extent to offset anticipated gains in portable grain handling and aeration. Sales of livestock equipment were depressed prior to the economic downturn due to a weak livestock sector.

The Fund does not believe the availability of credit will have a significant impact on demand for its products. The Fund's portable equipment is relatively low priced and does not represent a significant investment for a farmer. In addition, the equipment is essential to continuing farming operations and must be replaced on a regular basis. Access to credit may impact the commercial sector, as discussed above, and may also temper overseas growth in developing markets in the short-term. The Fund's sales to developing markets in 2008 were $6.5 million and it is not expected that sales to these markets will decrease significantly in 2009.

Rate of Foreign Exchange

The rate of exchange between the Canadian and U.S. dollars may be a significant factor when comparing financial results to prior periods. A weaker Canadian dollar will result in higher sales and higher expenses as transactions denominated in U.S. dollars are translated to Canadian dollars at a higher rate. For the quarter ended March 31, 2009, sales denominated in U.S. dollars accounted for 62% of total sales (2008 - 74%) and U.S. dollar denominated expenses equated to 30% of sales (2008 - 40%). The decrease in the percentage of sales and purchases denominated in U.S. dollars compared to the first quarter of 2008 is largely due to divisional sales mix and increased sales activity in western Canada.

As the Fund's sales denominated in U.S. dollars significantly exceed its purchases denominated in U.S. dollars, a weaker Canadian dollar benefits the financial results of the Fund. The Fund's average rate of exchange per U.S. dollar for the three months ended March 31, 2009 was $1.25, compared to $0.99 in 2008. Accordingly, the weaker Canadian dollar in 2009 positively impacted the Fund's financial results compared to the same period in 2008.

The Canadian dollar continues to trade at levels significantly weaker than those experienced through much of 2008. The Fund's average rate of exchange per U.S. dollar for the quarters ended June 30, 2008, September 30, 2008 and December 31, 2008 was $1.01, $1.03 and $1.15, respectively. Accordingly, unless the Canadian dollar strengthens to levels experienced in 2008, the impact of foreign exchange will continue to positively impact the Fund's 2009 results when comparing to the prior year.

The Fund translates its U.S. dollar denominated debt into Canadian dollars at each balance sheet date. The Canadian dollar weakened in the first quarter of 2009, and accordingly the Fund recorded a $1.3 million unrealized, non-cash loss when it translated its U.S. dollar denominated debt into Canadian dollars at the March 31, 2009 balance sheet date. This unrealized loss is included in "gain (loss) on foreign exchange" on the statement of earnings for the three months ended March 31, 2009.



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OPERATING RESULTS Three Months Ended
(thousands of dollars) March 31
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2009 2008
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Sales $ 55,289 $ 35,138
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Cost of goods sold (32,505) (22,464)
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Gross margin 22,784 12,674
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Selling, general, and administrative expenses (8,204) (6,134)
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Other expenses (1) (244) (381)
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Long-term incentive plan (450) (350)
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Unit award incentive plan (868) (171)
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Loss on foreign exchange (3) (2,028) (587)
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Amortization (2,007) (1,952)
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Interest expense (712) (602)
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Earnings before tax 8,271 2,497
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Current income tax recovery (expense) 767 (528)
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Future income tax recovery (expense) 1,089 (80)
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Net earnings for the period $ 10,127 $ 1,889
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Net earnings per unit $ 0.79 $ 0.15
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EBITDA (2) $ 10,990 $ 5,051
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EBITDA before gain (loss) on foreign exchange (2) $ 13,018 $ 5,638
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(1) Professional fees, research and development, capital taxes and other
expense (income).
(2) See "non-GAAP Measures".
(3) Includes an unrealized non-cash loss of $1.3 million (2008 -
$1.0 million) recorded when the Fund translated its U.S. dollar
denominated debt into Canadian dollars for reporting purposes. See
"Rate of Foreign Exchange" above.


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ASSETS AND LIABILITIES March 31 March 31
(thousands of dollars) 2009 2008
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Total assets $238,345 $209,739
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Total liabilities $112,324 $ 67,184
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Distributions Declared

The table below summarizes distributions declared for Trust units of the Fund and Class B units of AGHLP. The Fund's distribution policy is described in the "Distributions" section of this MD&A.



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DISTRIBUTIONS Three Months Ended
(thousands of dollars) March 31
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2009 2008
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Trust units $6,436 $5,384
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Class B units 69 57
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Total distributions $6,505 $5,441
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Overall Performance

The Fund reported record first quarter sales and EBITDA in 2009. Demand for portable grain handling and aeration equipment remained strong due to positive agricultural fundamentals, successive large harvests and continued high levels of on-farm storage. Sustained capacity gains at the Westfield division played a major role in allowing the Fund to capitalize on these positive market drivers.

Sales for the three months ended March 31, 2009 were $55.3 million, an increase of $20.2 million or 57% over the same period in 2008. In addition to positive demand drivers and an increase in capacity at Westfield, sales in the first quarter of 2009 benefited from the sales price increases announced in 2008 and a weaker Canadian dollar. As expected, sales of commercial equipment decreased, largely due to macro-economic factors.

Gross margin (see "non-GAAP measures") as a percentage of sales for the three months ended March 31, 2009 was 41.2% (2008 - 36.1%). The increase in gross margin percentage was largely the result of sales price increases, the impact of foreign exchange, an increase in capacity and efficiency at Westfield compared to Q1 2008 (the Westfield capacity improvement initiative was completed in March 2008) and improved results at the Fund's Edwards/Twister division.

EBITDA before the gain (loss) on foreign exchange for the quarter ended March 31, 2009 was $13.0 million (2008 - $5.6 million). The increase of $7.4 million or 131% was due primarily to the significant increases in sales and gross margin at Westfield and at Edwards/Twister and the impact of foreign exchange, offset by a decrease in commercial sales activity.

For financial statement reporting purposes the Fund translated its U.S. dollar denominated debt to Canadian dollars at the rate of exchange in effect on the balance sheet date of March 31, 2009. Largely due to this unrealized loss on translating U.S. dollar debt, in the first quarter of 2009 the Fund recorded a loss on foreign exchange of $2.0 million (2008 - loss of $0.6 million). For the quarter ended March 31, 2009, EBITDA was $11.0 million (2008 - $5.1 million). The increase in EBITDA in 2009 is due to a significant increase in operating income offset by this $1.4 million change in foreign exchange gain (loss) compared to 2008.

Sales

Sales for the three months ended March 31, 2009 were $55.3 million, compared to $35.1 million in 2008. The increase of $20.2 million or 57% over 2008 is largely due to the following:

- Strong demand for portable grain handling and aeration equipment in the North American market that resulted from positive agricultural fundamentals, successive large harvests and continued high levels of on-farm storage.

- Sales levels benefited from sales price increases, a more favourable rate of foreign exchange, an increase in Twister capacity and higher capacity at Westfield compared to the first quarter of 2008 (the Westfield capacity improvement initiative was completed in March 2008).

- Total international sales were $2.1 million (2008 - $2.0 million). Sales to developing markets in Russia and Kazakhstan increased $1.2 million compared to the first quarter of 2008, however this quarter over quarter gain was offset as Hi Roller recorded a large international sale in the first quarter of 2008 that was not repeated in 2009.

- The Fund's Hi Roller and Union Iron divisions manufacture the majority of the Fund's commercial equipment. Sales at these divisions decreased $2.8 million compared to the first quarter of 2008. The decrease was in line with management expectations as macro-economic factors including the availability of credit impacted the commercial sector. The magnitude of the decrease when comparing to the prior year was exacerbated by Hi Roller's record performance in the first quarter of 2008.

- The Fund's financial statements translate U.S. dollar denominated sales into Canadian dollars based on the actual foreign exchange rate in the month of the sale. The more favourable exchange rates experienced in 2009 resulted in an increase in reported sales of $7.2 million compared to the sales that would have been reported using the exchange rates in effect in the first quarter of 2008.

Gross Margin

Gross margin as a percentage of sales for the three months ended March 31, 2009 was 41.2%, compared to 36.1% in 2008. The increase in gross margin percentages compared to 2008 was largely due to the following:

- Gross margin percentages on portable grain handling, storage and aeration equipment benefited from the realization of price increases announced in 2008.

- As the Fund's sales denominated in U.S. dollars exceed its costs denominated in U.S. dollars, a weaker Canadian dollar benefits gross margin. The impact of a weaker Canadian dollar compared to the first quarter of 2008 was an increase in the gross margin percentage of approximately 3%.

- The price of steel decreased in the second half of 2008 and gross margin at most divisions in the first quarter of 2009 benefited from lower input costs. Due to the length of its supply chain, input costs of Twister product are not expected to moderate until later in 2009.

- Gross margin percentage in the first quarter of 2008 was negatively impacted by Twister integration issues. Gross margin at Twister improved in the first quarter of 2009 due to sales price increases and production improvement.

- Completion of the capacity improvement initiative at Westfield increased throughput and efficiency, however gross margin was negatively impacted while the project was implemented in the first quarter of 2008.

Expenses

For the three months ended March 31, 2009, selling, general and administrative expenses were $8.2 million or 15% of sales (2008 - $6.1 million or 17% of sales). The increase of $2.1 million over 2008 is primarily due to the following:

- A number of the Fund's selling, general and administrative expenses are denominated in U.S. dollars. Due to a weaker Canadian dollar these expenses were translated to Canadian dollars at a higher rate. The impact of the weaker Canadian dollar compared to 2008 was an increase in expenses of $0.6 million.

- Sales and marketing expense increased $0.7 million due largely to the development of an international sales group and wage adjustments.

- Salary expense increased $0.4 million due to personnel additions to facilitate growth and acquisition integration, wage adjustments, and a number of smaller items.

- Commission expense payable to third parties increased $0.3 million largely due to increased sales at Westfield.

- A number of miscellaneous items with variances of $0.3 million or less accounted for the remaining change.

Other significant items include the following:

- Calculation of the unit award incentive plan ("UAIP") expense is based on the trading price of the Fund's Trust units at the balance sheet date and the vesting provisions of the UAIP. For the three months ended March 31, 2009, the Fund recorded an expense related to the UAIP of $0.9 million (2008 - $0.2 million).

- The Fund's long-term incentive plan ("LTIP") provides for annual awards based on distributable cash generated. The awards are expensed over the term of the participant's vesting period and as a result the expense in 2009 also includes a component related to fiscal 2007 and 2008. For the three months ended March 31, 2009, the Fund recorded an expense related to the LTIP of $0.5 million (2008 - $0.4 million).

- For financial statement reporting purposes the Fund translated its U.S. dollar denominated debt to Canadian dollars at the rate of exchange in effect on the balance sheet date of March 31, 2009. Largely due to this unrealized loss on translating U.S. dollar debt, the Fund recorded a loss on foreign exchange of $2.0 million (2008 -$0.6 million). Accordingly, compared to 2008, the gain (loss) on foreign exchange negatively impacted earnings by $1.4 million.

EBITDA and Net Earnings (see discussion of non-GAAP measures)

EBITDA before the gain (loss) on foreign exchange for the three months ended March 31, 2009 was $13.0 million (2008 - $5.6 million). The increase of $7.4 million or 131% over 2008 was due primarily to significant increases in sales and gross margin at Westfield and at Edwards/Twister and the impact of foreign exchange, offset by a decrease in commercial sales activity.

For financial statement reporting purposes the Fund translated its U.S. dollar denominated debt to Canadian dollars at the rate of exchange in effect on the reporting date of March 31, 2009. Largely due to this unrealized loss on translating its U.S. dollar debt, the Fund recorded a loss on foreign exchange of $2.0 million (2008 - $0.6 million). EBITDA after considering the gain (loss) on foreign exchange was $11.0 million, compared to $5.1 million in 2008. The increase in EBITDA is the result of a significant increase in operating income offset by the $1.4 million change in foreign exchange gain (loss) compared to 2008.

The Fund's credit facility includes operating lines of CAD $10.0 million and USD $2.0 million, and provides for long-term debt of up to USD $66.5 million. As at March 31, 2009, a total of $9.9 million was outstanding under the operating lines. The Fund's outstanding long-term debt is CAD $54.2 million (December 31, 2008- $52.8 million), comprised of term loans of USD $37.6 million and CAD $6.9 million. Interest rates on both facilities are based on performance calculations. For the three months ended March 31, 2009, the Fund's effective interest rate on its U.S dollar term debt was 3.3% (2008 - 7.7%), and after consideration of the effect of the Fund's interest rate swap was 3.6% (2008 - 6.1%). For the three months ended March 31, 2009, the Fund's effective interest rate on its Canadian dollar term debt was 3.0% (2008 - 5.6%). See "Financial Instruments".

Amortization for the quarter ended March 31, 2009 was $2.0 million (2008 - $2.0 million) and included the amortization of capital assets of $1.3 million (2008 - $1.2 million) and the amortization of intangible assets of $0.7 million (2008 - $0.8 million).

The Fund is a mutual fund trust for income tax purposes and therefore is not at this time subject to tax on income distributed to unitholders. The manufacturing business operations of the Fund's divisions that are based in Canada are carried out within a limited partnership. Income from the limited partnership is not subject to tax but flows through to the holders of the partnership units, which includes the Fund. The Fund's distributions are taxable in the hands of the unitholders. As a result of the Fund's structure, a current tax provision is recorded only for the Fund's subsidiary corporations, including its U.S. based divisions, and for the three months ended March 31, 2009 the Fund recorded a recovery of taxes of $0.8 million.

For the three months ended March 31, 2009 the Fund recorded a future tax recovery of $1.1 million (2008 - expense of $0.1 million). The 2009 recovery is related to a decrease in the provincial SIFT tax factor as enacted in the first quarter of 2009, the treatment of the Fund's long-term incentive plan and unit award incentive plan, net of an expense derived primarily from the utilization of future tax assets.

For the quarter ended March 31, 2009, the Fund recorded net earnings of $10.1 million (2008 - $1.9 million) and earnings per basic and diluted unit of $0.79 (2008 - $0.15).



Quarterly Financial Information (thousands of dollars):

----------------------------------------------------------------------------
2009
----------------------------------------------------------------------------
Gain (Loss) Net Earnings Net Earnings
Sales on FX (Loss) per Unit
----------------------------------------------------------------------------

Q1 $55,289 $ (2,028) $10,127 $0.79
----------------------------------------------------------------------------


----------------------------------------------------------------------------
2008
----------------------------------------------------------------------------
Gain (Loss) Net Earnings Net Earnings
Sales on FX (Loss) per Unit
----------------------------------------------------------------------------

Q1 $ 35,138 $ (586) $ 1,889 $0.14
----------------------------------------------------------------------------
Q2 55,950 291 7,460 0.58
----------------------------------------------------------------------------
Q3 60,012 (1,242) 9,753 0.75
----------------------------------------------------------------------------
Q4 48,241 (4,852) 2,110 0.17
----------------------------------------------------------------------------
Fiscal 2008 $199,341 $(6,389) $21,212 $1.64
----------------------------------------------------------------------------


----------------------------------------------------------------------------
2007
----------------------------------------------------------------------------
Gain (Loss) Net Earnings Net Earnings
Sales on FX (Loss) per Unit
----------------------------------------------------------------------------

Q1 $ 28,085 $ 59 $ 5,618 $0.50
----------------------------------------------------------------------------
Q2 34,960 1,078 (4,902) (0.44)
----------------------------------------------------------------------------
Q3 40,762 1,117 8,976 0.80
----------------------------------------------------------------------------
Q4 26,564 1,864 2,674 0.20
----------------------------------------------------------------------------
Fiscal 2007 $130,371 $4,118 $ 12,366 $1.06
----------------------------------------------------------------------------


Interim period revenues and earnings historically reflect some seasonality. The third quarter is typically the strongest primarily due to high in-season demand at the farm level. Adjusted distributable cash generated per unit will also typically be highest in the third quarter. Due to the seasonality of the Fund's working capital movements, standardized distributable cash generated per unit will typically be highest in the fourth quarter. The following factors impact comparability between quarters in the table above:

- Sales, gain (loss) on foreign exchange, net earnings, and net earnings per unit are significantly impacted by the rate of exchange between the Canadian and U.S. dollars.

- The fourth quarter of 2008 includes a large unrealized loss that resulted primarily from translating U.S. dollar denominated debt into Canadian dollars for reporting purposes.

- The second quarter of 2007 includes a non-cash future tax accrual of $11.1 million related to the enactment of taxation laws related to income trusts for taxation years commencing January 1, 2011. The fourth quarter of 2007 includes a $1.6 million credit to future taxes to reflect a lower expected effective tax rate.

- Subsequent to January 15, 2008, results reflect the acquisition of Applegate.

- Subsequent to November 19, 2007, results reflect the acquisition of Union Iron.

- Subsequent to May 31, 2007, results reflect the acquisition of Twister.



CASH FLOW AND LIQUIDITY

The table below reconciles net earnings to cash provided by operations for
the three month periods ended March 31, 2009 and 2008:

----------------------------------------------------------------------------
Three Months Ended
(thousands of dollars) March 31
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------

Net earnings for the period $10,127 $ 1,889
----------------------------------------------------------------------------
Add charges (deduct credits) to operations
not requiring a current cash payment:
----------------------------------------------------------------------------
Amortization 2,007 1,952
----------------------------------------------------------------------------
Future income taxes (1,089) 80
----------------------------------------------------------------------------
Translation loss (gain) on foreign exchange 1,338 1,189
----------------------------------------------------------------------------
Non-cash interest expense 93 83
----------------------------------------------------------------------------
Long-term incentive plan 450 350
----------------------------------------------------------------------------
Unit award incentive plan 868 171
----------------------------------------------------------------------------
13,794 5,714
----------------------------------------------------------------------------
Net change in non-cash working capital balances
related to operations:
----------------------------------------------------------------------------

Accounts receivable (11,242) (8,518)
----------------------------------------------------------------------------
Inventory (2,278) (3,953)
----------------------------------------------------------------------------
Prepaid expenses and other assets (995) (109)
----------------------------------------------------------------------------
Accounts payable and accruals 1,956 (2,223)
----------------------------------------------------------------------------
Customer deposits (4,187) (2,435)
----------------------------------------------------------------------------
Income taxes payable (794) 165
----------------------------------------------------------------------------
(17,540) (17,073)
----------------------------------------------------------------------------

Cash used in operations $(3,746) $(11,359)
----------------------------------------------------------------------------


For the three months ended March 31, 2009, cash used in operations was $3.7 million (2008 - $11.4 million). The significant improvement in cash flow from operations was achieved largely because the Fund was able to increase sales and net earnings without a significant investment in working capital.

In fiscal 2009 we expect that non-cash working capital requirements will more closely approximate historical patterns and will not impact cash flows to the same extent as 2008. Accounts receivable and inventory balances are expected to remain high compared to prior years to support higher levels of sales activity, however we do not expect that the Fund will be required to invest significant resources to support further working capital increases as was the case in 2008. The Fund's working capital requirements in 2009 will be impacted by sales demand as well as certain risk factors including customer access to credit and fluctuations in input costs (see "Risk Factors"). Results to date in 2009 have generally reflected these expectations.

Working Capital Requirements

Interim period working capital requirements typically reflect the seasonality of the business. The Fund's collections of accounts receivable are weighted towards the third and fourth quarters. This collection pattern, combined with seasonally high sales in the third quarter, result in accounts receivable levels increasing throughout the year and peaking in the third quarter. In order to ensure the Fund has adequate supply throughout its distribution network in advance of in-season demand, inventory levels must be gradually increased throughout the year. Accordingly, inventory levels typically increase in the first and second quarters and then begin to decline in the third or fourth quarter as sales levels exceed production. As a result of these working capital movements, historically, Ag Growth begins to draw on its operating lines in the first or second quarter. The operating line balance typically peaks in the second or third quarter and normally begins to decline later in the third quarter as collections of accounts receivable increase. Ag Growth has typically fully repaid its operating line balance by early in the fourth quarter. Results to date in 2009 have generally reflected these expectations.

Results in 2008 differed somewhat from historical patterns as additional cash resources were required to support inventory levels as an increase in purchasing resulted from increased production, higher input prices, and an increased investment in raw material to protect against rising input prices. Accordingly, the Fund's consolidated inventory balance did not decrease in the second half as is typical. In addition, the Fund's accounts receivable balance did not decrease in the fourth quarter to the same extent as prior years due to increased sales activity in the fourth quarter.

Capital Expenditures

The Fund had maintenance capital expenditures of $0.5 million for three months ended March 31, 2009 (2008 - $0.9 million). Maintenance capital expenditures in 2009 relate primarily to purchases of manufacturing equipment. Maintenance capital expenditures in a fiscal year are generally funded through cash from operations. Due to seasonality of the Fund's cash flows, capital expenditures may be funded on a short-term basis through the Fund's credit facilities (see "Capital Resources").

The Fund 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, and are typically financed with long-term debt. The Fund had non-maintenance capital expenditures of $0.5 million for three months ended March 31, 2009 (2008 - $4.4 million). The following capital expenditures were classified as non-maintenance in 2009:

i. Union City, Indiana - a manufacturing facility was acquired to allow for the transfer of certain production from western Canada as well as to provide a more efficient facility for Applegate. In the first quarter of 2009, the Fund expended $0.4 million on this project. Management anticipates an additional $0.1 million will be invested in 2009.

ii. Westfield warehousing facility -Westfield invested $0.1 million in the first quarter of 2009 towards constructing a warehousing facility in Fargo, ND. Additional expenditures in 2009, net of proceeds from the sale of its existing facility, are expected to be $0.3 million.

iii. Westfield robotics - Westfield invested $0.1 million in the first quarter of 2009 towards additional robotic manufacturing. The total investment in 2009 is expected to be $0.2 million.

Maintenance capital expenditures in 2009 are expected to approximate 2008 levels and it is anticipated that these expenditures will be financed from operations. Non-maintenance capital expenditures in 2009 are expected to decrease significantly from 2008 and it is anticipated that these expenditures will be financed with long term debt.

Cash Balance

For the three months ended March 31, 2009 the Fund's cash balance decreased $4.4 million (2008 - $20.4 million).



CONTRACTUAL OBLIGATIONS (thousands of dollars)

----------------------------------------------------------------------------
Total 2009 2010 2011 2012 2013 +
----------------------------------------------------------------------------

Long-term debt $54,398 $ 7 $13,595 $40,796 $ 0 $ 0
----------------------------------------------------------------------------
Operating leases 2,655 938 985 594 122 16
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Total obligations $57,053 $945 $14,580 $41,390 $122 $16
----------------------------------------------------------------------------
----------------------------------------------------------------------------


Long-term debt at March 31, 2009 includes non-amortizing term loans of $54.2 million (comprised of U.S. dollar debt of $37.6 million and CAD $6.9 million), which for financial reporting purposes are shown net of the related deferred financing costs of $0.2 million. The remaining long-term debt relates to GMAC financed vehicle loans. The operating leases relate primarily to vehicle, equipment, warehousing, and facility leases and were entered into in the normal course of business.

DIP Loan

The Fund and the parent company of Benachee entered into a debtor in possession loan (the "DIP loan") for the purpose of providing a source of financing to Benachee and its parent with respect to the costs of the Arrangement and the CCAA Proceedings. In the period ended March 31, 2009, the Fund advanced an initial $100,000 and has agreed to loan up to a maximum amount of $700,000. Upon completion of the Conversion all amounts advanced under the DIP loan will be applied against amounts payable by the Fund to Benachee's parent company. See "Conversion to a Corporation"

Fargo warehouse

The Fund's Westfield division has outstanding commitments totalling U.S. $0.9 million in relation to a new warehousing facility under construction in Fargo, ND. The total investment, net of proceeds from the sale of Westfield's existing warehouse in Fargo, is expected to approximate U.S. $0.5 million.

CAPITAL RESOURCES

The Fund's bank indebtedness as at March 31, 2009 was $9.9 million (2008 - $6.0 million). The Fund's outstanding long-term debt is CAD $54.2 million (2008 - $26.7 million), comprised of term loans of USD $37.6 million and CAD $6.9 million. Under the existing credit facility, the operating and term loans will bear interest at prime plus 0.00%, 0.50%, or 1.00% per annum based on performance calculations. The Fund's effective interest rate on its U.S dollar term debt was 3.3% (2008 - 7.7%), and after consideration of the effect of the Fund's interest rate swap was 3.6% (2008 - 6.1%). For the three months ended March 31, 2009, the Fund's effective interest rate on its Canadian dollar term debt was 3.0% (2008 - 5.6%). See "Financial Instruments".

The loans mature August 31, 2009 and are extendible annually for an additional one-year term at the lender's option. Under the terms of the credit facility agreement, if the bank elects to not extend the operating and term loan facilities beyond the current August 31, 2009 maturity date, all amounts outstanding under the facilities become repayable in four equal quarterly instalments of principal, commencing November 30, 2010.

The Fund intends to amend its credit facility to allow for increased access to credit for working capital purposes as higher operating lines are expected to be required to accommodate organic growth. Subsequent to the amendment, the Fund will have operating facilities of CAD $25.0 million and USD $2.0 million to finance working capital requirements and capital expenditures. The credit facility will provide for long-term debt of up to USD $54.5 million. The amendment is not intended to increase the total amount of credit available to the Fund. Under the terms of the amended credit facility, the operating and term loan facilities will bear interest at prime plus 1.75% or prime plus 2.00% per annum based on performance calculations. The amendment is expected to become effective before the end of May 2009.

Based on recent discussions with its existing lenders management fully expects the credit facility agreement will be renewed and extended.

DISTRIBUTIONS

The Fund declared distributions to public unitholders of $6.4 million for the three month period ended March 31, 2009 (2008 - $5.4 million) and declared distributions to holders of Class B units of AGHLP of $0.1 million (2008 - $0.1 million). Total distributions declared to public unitholders are higher due to an increase in the distribution rate, offset by a decrease of 200,000 units that were cancelled under the Fund's normal course issuer bid. The Fund's monthly distribution level increased $0.03 per unit to $0.17 per unit effective August 2008.

The Fund's policy is to make monthly distributions to holders of both Trust units of the Fund and Class B units of AGHLP. The Fund's Declaration of Trust requires that it distribute all taxable income earned in its fiscal period ending December 31. It may be necessary for the Fund to estimate one or more special distributions to achieve this requirement.

The Fund's Board of Trustees reviews financial performance and other factors when assessing the Fund's distribution levels. An adjustment to distribution levels may be made at such time as the Board determines an adjustment to be in the long-term best interest of the Fund and its unitholders.

STANDARDIZED DISTRIBUTABLE CASH

In 2007 the Canadian Institute of Chartered Accountants ("CICA") issued an interpretive release providing guidance on standardized preparation and disclosure of distributable cash for income trusts. The CICA calculation of standardized distributable cash is based on cash flows from operating activities, including the effects of changes in non-cash working capital, less total capital expenditures.

Management believes that the standardized distributable cash calculation distorts the Fund's distributable cash and payout ratios, as the Fund's non-cash working capital fluctuates dramatically due to organic growth and the seasonality of the Fund's business and cash flow cycle. In addition the standardized distributable cash calculation does not contemplate the timing or source of funding for non-maintenance capital expenditures and as a result may not provide complete information with respect to distributable cash available for distribution.

The table below calculates standardized distributable cash for the three months ended March 31, 2009 and 2008:



----------------------------------------------------------------------------
Standardized Distributable Cash Three Months Ended
(thousands of dollars) March 31
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------

Cash used in operations $(3,746) $(11,359)
----------------------------------------------------------------------------
Capital expenditures (1,025) (5,265)
-------------------
----------------------------------------------------------------------------
Standardized distributable cash $(4,771) $(16,624)
-------------------
----------------------------------------------------------------------------

Standardized distributable cash generated per unit $ (0.37) $ (1.28)
----------------------------------------------------------------------------
Distributions declared $ 0.51 $ 0.42
----------------------------------------------------------------------------
Payout ratio - standardized N/A N/A
----------------------------------------------------------------------------


----------------------------------------------------------------------------
Standardized Distributable Cash 12 Months Ended 12 Months Ended
(thousands of dollars) March 31, 2009 March 31, 2008
----------------------------------------------------------------------------
Previous Twelve Months
----------------------------------------------------------------------------
Standardized cash generated $11,560 $18,903
----------------------------------------------------------------------------
Distributions declared per unit $ 2.16 $ 1.56
----------------------------------------------------------------------------
Standardized cash generated per unit $ 0.89 $ 1.54
----------------------------------------------------------------------------
Payout ratio - Standardized 243% 101%
----------------------------------------------------------------------------


The increase in standardized distributable cash generated per unit for the three month period is primarily due to an increase in net earnings. The decrease in the twelve month period ended March 31, 2009 is largely due an investment in working capital in 2008. See "Cash Flow and Liquidity".

ADJUSTED DISTRIBUTABLE CASH

Adjusted distributable cash, as defined under "non-GAAP measures", is the equivalent of EBITDA (1) less maintenance capital expenditures, cash interest expense, and current cash tax expense plus the non-cash charge related to the unit award incentive plan. The objective of presenting this measure is to calculate the amount that is available for distribution to unitholders and exchangeable unitholders. The adjusted distributable cash definition excludes changes in working capital as they are necessary to drive organic growth and are expected to be financed by the Fund's operating facility (See "Capital Resources"). Adjusted distributable cash should not be construed as an alternative to cash flows from operating, investing, and financing activities as a measure of the Fund's liquidity and cash flows. Adjusted distributable cash can be reconciled to cash provided by operating activities as follows:



----------------------------------------------------------------------------
Three Months Ended
(in thousands of dollars) March 31
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------

Cash used in operating activities $(3,746) $(11,359)
----------------------------------------------------------------------------
Change in non-cash working capital 17,540 17,073
----------------------------------------------------------------------------
Long term incentive plan (450) (350)
----------------------------------------------------------------------------
Translation gain (loss) on FX (1,338) (1,189)
----------------------------------------------------------------------------
Net maintenance capital expenditures (479) (871)
-------------------
----------------------------------------------------------------------------
Adjusted distributable cash (2) $11,527 $ 3,304
-------------------
----------------------------------------------------------------------------

Weighted average units outstanding 12,755,000 12,955,000
----------------------------------------------------------------------------
Distributions declared per unit $ 0.51 $ 0.42
----------------------------------------------------------------------------
Distributable cash generated per unit (2) $ 0.90 $ 0.26
----------------------------------------------------------------------------
Payout ratio 56.7% 161.5%
----------------------------------------------------------------------------

(1) See "EBITDA and Net Earnings".
(2) See "non-GAAP Measures".


The following table reconciles standardized distributable cash to adjusted
distributable cash:

----------------------------------------------------------------------------
Three Months Ended
(in thousands of dollars) March 31
----------------------------------------------------------------------------
2009 2008
----------------------------------------------------------------------------

Standardized distributable cash $(4,771) $(16,624)
----------------------------------------------------------------------------
Change in non-cash working capital 17,540 17,073
----------------------------------------------------------------------------
Long term incentive plan (450) (350)
----------------------------------------------------------------------------
Translation gain (loss) on FX (1,338) (1,189)
----------------------------------------------------------------------------
Non-maintenance capital expenditures 546 4,394
----------------------------------------------------------------------------
Adjusted distributable cash $11,527 $ 3,304
----------------------------------------------------------------------------

The following table displays total adjusted distributable cash generated
and total distributions declared since the inception of the Fund:

----------------------------------------------------------------------------
Adjusted Distributable Cash
----------------------------------------------------------------------------
Distributions Payout
(in thousands of dollars) Generated Declared (1) Ratio
----------------------------------------------------------------------------

Period Ended December 31, 2004 $ 9,686 $ 9,109 94.0%
----------------------------------------------------------------------------
Year Ended December 31, 2005 22,629 18,918 83.6%
----------------------------------------------------------------------------
Year Ended December 31, 2006 21,979 18,858 85.8%
----------------------------------------------------------------------------
Year Ended December 31, 2007 27,163 19,585 72.1%
----------------------------------------------------------------------------
Year Ended December 31, 2008 28,959 26,701 92.2%
----------------------------------------------------------------------------
Three months ended March 31, 2009 11,527 6,505 56.4%
-------------------------------------
----------------------------------------------------------------------------
Cumulative since inception $121,943 $99,676 81.7%
-------------------------------------
----------------------------------------------------------------------------

(1) Distributions declared include special distributions of $1,329 in 2004,
$3,368 in 2005, and $3,061 in 2008.


Distributions declared for the three months ended March 31, 2009 were $0.51 per unit (2008 - $0.42 per unit), an increase of 21% over the same period in 2008 and an increase of 57% over the per unit distributions disclosed in the Fund's 2004 prospectus.

Distributions in a fiscal year are typically funded entirely through cash from operations, though due to seasonality distributions may be funded on a short-term basis by the Fund's operating lines. In 2008, due to increased working capital investments required to maintain growth, total distributions exceeded cash provided by operations. As a result, a portion of 2008 distributions were financed from the Fund's opening cash balance. In fiscal 2009 it is expected that distributions will be funded entirely through cash from operations.

The Fund's Board of Trustees reviews financial performance and other factors when assessing the Fund's distribution levels. An adjustment to distribution levels may be made at such time as the Board determines an adjustment to be in the long-term best interest of the Fund and its unitholders. The Fund believes its current distribution levels are sustainable.

The Fund's Declaration of Trust requires distribution of all taxable income earned in its fiscal periods ending December 31. Due to a number of tax deductions available to the Fund and its subsidiary entities, and to the acquisitions of its U.S. divisions, since inception the Fund has retained $22.3 million for internal purposes. The amounts retained have been used primarily to strengthen the Fund's financial position, to fund certain strategic capital projects, to fund certain acquisition costs, and to allow for future strategic or expansionary capital expenditures.

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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.

The Fund believes the accounting policies that are critical to its business relate to the use of estimates regarding the recoverability of accounts receivable and the valuation of inventory, intangibles, goodwill, and future income taxes. The Fund's accounting policies are described in Note 2 to the audited financial statements for the year ended December 31, 2008.

Allowance for Doubtful Accounts

Due to the nature of Ag Growth's business and the credit terms it provides to its customers, estimates and judgments are inherent in the on-going assessment of the recoverability of accounts receivable. The Fund 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. The Fund is not able to predict changes in the financial conditions of its customers, and the Fund's judgment related to the recoverability of accounts receivable may be materially impacted if the financial condition of the Fund'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. The Fund regularly reviews its inventory quantities and reduces the cost attributed to inventory no longer deemed to be fully recoverable. Judgment related to the determination of net realizable value may be impacted by a number of factors including market conditions.

Goodwill and Intangible Assets

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

Future Income Taxes

Future 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, and distribution policy. The Fund periodically reviews and adjusts its estimates and assumptions of income tax assets and liabilities as circumstances warrant. A significant change in any of the Fund's assumptions could materially affect the Fund's estimate of future tax assets and liabilities.

The Fund does not believe that recent economic developments significantly impact its critical accounting estimates. Accordingly, the Fund does not believe that current economic conditions materially impact the valuation of its accounts receivable, inventory, intangibles, goodwill, and future income taxes.

FINANCIAL INSTRUMENTS

Risk from foreign exchange arises as a result of variations in exchange rates between the Canadian and the U.S. dollar. The Fund has entered into foreign exchange contracts with two Canadian chartered banks to partially hedge its foreign currency exposure on anticipated U.S. dollar sales transactions and the collection of the related accounts receivable. As at March 31, 2009, the Fund had outstanding the following foreign exchange contracts:



----------------------------------------------------------------------------
Forward Foreign Exchange Contracts
----------------------------------------------------------------------------
Face Amount Average Rate CAD Amount
Settlement Dates USD (000's) CDN (000's)
----------------------------------------------------------------------------
April - December 2009 $55,000 $1.0673 $58,703
----------------------------------------------------------------------------
January - December 2010 $44,000 $1.1829 $52,050
----------------------------------------------------------------------------


At March 31, 2009, the fair value of the foreign exchange contracts was a loss of $13.5 million.

On April 22, 2009, the Fund entered into a series of call and put options with a face value of U.S. $10.0 million. Under the terms of the ratio collars, the Fund is protected at a rate of $1.22 on the U.S. $10.0 million. If the spot rate on the date of expiry is greater than $1.22 but less than $1.3050, the Fund will convert the U.S $10.0 million at the spot rate. If the spot rate on the date of expiry is higher than $1.3050, the Fund will be required to trade U.S. $20.0 million at a rate of $1.3050.

The Fund is subject to risks associated with fluctuating interest rates on its long-term debt. To manage this risk, as at March 31, 2009 the Fund had outstanding the following interest rate swap transactions with a Canadian chartered bank:

(i) Notional amount of USD $17.5 million, expires August 29, 2009, effective interest rate of 3.88%, resulting in interest charges to the Fund of 3.88% plus a variable rate based on performance calculations.

(ii) Notional amount of USD $2.5 million, expires August 29, 2009, effective interest rate of 3.88%, resulting in interest charges to the Fund of 3.88% plus a variable rate based on performance calculations.

(iii) Notional amount of USD $6.5 million, expires August 29, 2009, effective interest rate of 3.88%, resulting in interest charges to the Fund of 3.88% plus a variable rate based on performance calculations.

At March 31, 2009, the fair value of the interest rate swap contracts was a loss of $0.3 million.

OUTLOOK

Demand for portable grain handling and aeration equipment, which account for approximately two-thirds of the Fund's total sales, is expected to be very strong in 2009 as successive large corn harvests in the U.S. and high levels of on-farm storage has led to robust sales and depleted inventory levels throughout the Fund's distribution network. Consistent with prior years, demand in 2009, particularly in the second half, will be influenced by crop conditions.

New construction and facility upgrades in the commercial grain handling sector in both North American and overseas markets may be impacted by macro-economic factors, including access to credit. Accordingly, demand for stationary grain handling equipment is expected to moderate somewhat in 2009. Demand for Twister storage products may also be negatively impacted by credit conditions in developing markets.

Gross margin percentages on portable grain handling and aeration equipment are expected to remain strong for the balance of 2009 due to the impact of price increases, moderating input costs and a weaker Canadian dollar. Gross margins on stationary grain handling equipment are expected to remain stable or slightly decrease as sales activity in this segment of the agricultural space returns to more historical levels. Gross margin on Twister product increased compared to the first quarter of 2008, however Twister margin remains challenged by storage bin market dynamics and higher priced steel in its inventory or still on order.

A weaker Canadian dollar positively impacts sales and gross margin percentages compared to prior periods. The Canadian dollar continues to trade at levels significantly weaker than those experienced through much of 2008. The Fund's average rate of exchange per U.S. dollar for the quarters ended June 30, 2008, September 30, 2008 and December 31, 2008 was $1.01, $1.03 and $1.15 respectively. Accordingly, unless the Canadian dollar strengthens to levels experienced in 2008, the impact of foreign exchange will positively impact the Fund's 2009 results when comparing to the prior year. However, the benefit of a weaker Canadian dollar will be tempered in 2009 as the Fund's 2009 U.S. dollar exposure has been largely hedged with forward foreign exchange contracts at an average rate of $1.07, and any further decrease in the Canadian dollar will result in an unrealized loss on the Fund's U.S. dollar denominated debt, both of which will mitigate part of the gain noted above.

Management does not currently anticipate that recent developments in credit markets will have a material adverse effect on the Fund. The Fund's portable equipment is relatively low priced and does not represent a significant investment for a farmer. In addition, the equipment is essential to continuing farming operations and must be replaced on a regular basis. Management does expect that access to credit may negatively impact sales to commercial grain handling facilities and to certain international markets. Management's assessment is based on current conditions and may be subject to change if the credit environment deteriorates further.

Overall, management expects strong demand for portable grain handling and aeration equipment to continue well into 2009. Strong demand coupled with increased capacity at Westfield and sales price increases at all divisions should allow the Fund to increase sales of portable grain handling and aeration equipment compared to prior periods. Gross margin on these products, which account for approximately two-thirds of the Fund's total sales, are expected to remain strong due to the impact of sales price increases, moderating input costs and a weaker Canadian dollar. Demand for stationary grain handling equipment appears to be moderating slightly, however the financial impact on the consolidated results of the Fund is not expected to be significant.

LEGISLATION IMPOSING TAXATION ON INCOME TRUSTS

In June 2007, the Government of Canada enacted legislation imposing additional income taxes upon publicly traded income trusts, including the Fund, effective January 1, 2011. Prior to June 2007, the Fund estimated the future income tax on certain temporary differences between amounts recorded on its balance sheet for book and tax purposes at a $nil effective tax rate. Upon enactment of the June 2007 legislation and subsequent 2007 amendments, the Fund estimated the effective tax rate to be 29.5% in 2011 and 28.0% thereafter resulting in a $9.5 million future income tax liability as at December 31, 2007. Temporary differences reversing before 2011 will still give rise to $nil future income taxes. The amount and timing of reversals of temporary differences will depend on the Fund's future operating results, acquisitions and dispositions of assets and liabilities, and distribution policy. A significant change in any of the preceding assumptions could materially affect the Fund's estimate of the future tax liability.

Based on its assets and liabilities as at March 31, 2009, the Fund has estimated the amount of its temporary differences and the periods in which these differences will reverse. The Fund estimates that approximately $33.9 million net taxable temporary differences will reverse after January 1, 2011, resulting in an $8.9 million future income tax liability. The taxable temporary differences relate principally to the Fund's intangible assets. This balance was reduced during the quarter by approximately $0.7 million due to legislation enacted in March 2009 that reduced the effective tax rate by approximately 2% with the balance of change a result of fluctuations in the temporary differences. Until 2011, the new legislation does not directly affect the Fund's cash flow from operations. However, as enacted in its present form, the legislation will, all other things being equal, result in a reduction of cash available for distribution commencing in 2011.

The balance of the deferred tax liability of $0.2 million is due to temporary differences at the U.S corporate entity level.

The Department of Finance published proposed amendments to the Income Tax Act which are intended to facilitate the conversion of publicly traded income trusts, including the Fund, into corporate form on a tax deferred basis. The proposed amendments address many of the principal substantive and administrative issues that currently arise when structuring such a conversion. As discussed under "Conversion to a Corporation", the Fund has announced plans to convert to a corporation in fiscal 2009.

ACCOUNTING POLICY CHANGES

Capital Disclosures and Financial Instruments - Presentation and Disclosure

On January 1, 2009 the Fund adopted the CICA Handbook Section 3064, "Goodwill and Intangible Assets", which replaced the existing "Goodwill and Intangible Assets" standard. The new standard revises the requirement for recognition, measurement, presentation and disclosure of intangible assets. The adoption of this standard did not have a material impact on the Fund's consolidated financial statements.

On January 1, 2009, the Fund adopted Emerging Issues Committee ("EIC") Abstract EIC-173, "Credit Risk and the Fair Value of Financial Assets and Financial Liabilities". EIC-173 provides further information on the determination of the fair value of financial assets and financial liabilities under Section 3855, "Financial Instruments - Recognition and Measurement". It states that an entity's own credit and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and liabilities, including derivative instruments. EIC-173 is applied retrospectively, without restatement of prior periods, to all financial assets and liabilities measured at fair value. The adoption of EIC-173 did not have a have a material impact on the Fund's consolidated financial statements.

NEW ACCOUNTING STANDARDS

In April 2008, the EIC of the CICA issued Abstract EIC-170, "Conversion of an Unincorporated Entity to an Incorporated Entity". EIC-170 clarifies accounting issues related to conversions, when there has been no change in control. This guidance specifies, among others: such a transaction is to be treated as a change in business form and accounted for as a continuity of interests; any changes in tax balances are to be included in income tax expense in the conversion period; any transaction costs incurred are to be expensed; and all comparative information would be that of the pre-conversion entity, as previously reported. EIC-170 will be used for the conversion from an income trust to a publicly listed corporation (see "Conversion to a Corporation").

In January 2009, the CICA issued the new Handbook Section 1582, "Business Combinations" effective for fiscal years beginning on or after January 1, 2011. Earlier adoption of Section 1582 is permitted. This pronouncement further aligns Canadian GAAP with U.S. GAAP and International Financial Reporting Standards ("IFRS") and changes the accounting for business combinations in a number of areas. It establishes principles and requirements governing how an acquiring company recognizes and measures in its financial statements identifiable assets acquired, liabilities assumed, any non-controlling interest in the acquiree, and goodwill acquired. The section also establishes disclosure requirements that will enable users of the acquiring company's financial statements to evaluate the nature and financial effects of its business combinations. The Fund is considering the impact of the adoption of this pronouncement on its consolidated financial statements in fiscal 2011 in connection with its conversion to IFRS.

In January 2009, the CICA issued the new Handbook Section 1601, "Consolidated Financial Statements", and Section 1602, "Non-Controlling Interests", effective for fiscal years beginning on or after January 1, 2011. Earlier adoption of these recommendations is permitted. These pronouncements further align Canadian GAAP with U.S. GAAP and IFRS. Sections 1601 and 1602 change the accounting and reporting of ownership interests in subsidiaries held by parties other than the parent. Non-controlling interests are to be presented in the consolidated statement of financial position within equity but separate from the parent's equity. The amount of consolidated net income attributable to the parent and to the non-controlling interest is to be clearly identified and presented on the face of the consolidated statement of income. In addition, these pronouncements establish standards for a change in a parent's ownership interest in a subsidiary and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. They also establish reporting requirements for providing sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. The Fund is currently considering the impact of the adoption of these pronouncements on its consolidated financial statements in fiscal 2011 in connection with its conversion to IFRS.

In February 2008, the AcSB confirmed that IFRS will replace Canadian GAAP in 2011 for profit-oriented Canadian publicly accountable enterprises. The Fund will be required to report its results in accordance with IFRS starting in 2011. Under IFRS, the primary audience is capital markets and as a result there may be significantly more disclosure required, particularly for quarterly reporting. Further, while IFRS uses a conceptual framework similar to Canadian GAAP, there may be significant differences in accounting policy that must be addressed. The Fund formally commenced an IFRS conversion project in the third quarter of 2008 and engaged the services of an external advisor with IFRS expertise to work with management. Regular reporting is provided to the Fund's senior management and to the Audit Committee of the Board of Trustees. An assessment was initiated to examine the extent of the impact that the conversion may have on financial reporting, business processes, internal controls and information systems. The Fund's plan is aimed in particular at identifying the differences between IFRS and the Fund's current accounting policies, as well as assessing the impact of various accounting alternatives offered pursuant to IFRS. The Fund's assessment of key areas including Income Taxes, Foreign Exchange, and Property Plant and Equipment continued in the first quarter of 2009. The Fund will continue to evaluate these and other key areas in the coming quarters. The financial impact of the transition to IFRS cannot be reasonably estimated at this time, however, there will likely be changes in accounting policies and these may materially impact the Fund's financial statements.

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS

Disclosure controls and procedures are designed to provide reasonable assurance that all relevant information is gathered and reported to senior management, including the Fund's Chief Executive Officer and Chief Financial Officer, on a timely basis so that appropriate decisions can be made regarding public disclosure.

Management of the Fund is responsible for designing internal controls over financial reporting for the Fund 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 GAAP.

There have been no changes in the Fund's internal controls over financial reporting that occurred in the three month period ended March 31, 2009, that have materially affected, or are reasonably likely to materially affect, the Fund's internal controls over financial reporting.

NON-GAAP MEASURES

References to "EBITDA" are to earnings before interest, income taxes, depreciation, and amortization. Management believes that, in addition to net income or loss, EBITDA is a useful supplemental measure in evaluating the Fund's performance. EBITDA is not a financial measure recognized by GAAP and does not have a standardized meaning prescribed by GAAP. Management cautions investors that EBITDA should not replace net income or loss as an indicator of performance, or cash flows from operating, investing, and financing activities as a measure of the Fund's liquidity and cash flows. The Fund's method of calculating EBITDA may differ from the methods used by other issuers.

References to "EBITDA before gain (loss) on foreign exchange" are to earnings before gain (loss) on foreign exchange, interest, income taxes, depreciation, and amortization. Management believes that, in addition to net income or loss and EBITDA, the presentation of EBITDA before gain (loss) on foreign exchange is a useful supplemental measure in evaluating the Fund's performance. EBITDA before gain (loss) on foreign exchange is not a financial measure recognized by GAAP and does not have a standardized meaning prescribed by GAAP.

References to "gross margin" are to sales less cost of goods sold. Management believes that, in addition to net income or loss, gross margin provides a useful supplemental measure in evaluating its performance. Gross margin is not a financial measure recognized by GAAP and does not have a standardized meaning prescribed by GAAP. Management cautions investors that gross margin should not replace net income or loss as an indicator of performance, or cash flows from operating, investing, and financing activities as a measure of the Fund's liquidity and cash flows. The Fund's method of calculating gross margin may differ from the methods used by other issuers.

Standardized and adjusted distributable cash are non-GAAP measures generally used by Canadian income funds as an indicator of financial performance. The Fund defines standardized distributable cash as cash flow from operating activities less capital expenditures. The Fund defines adjusted distributable cash as cash flow from operating activities before the net change in non-cash working capital balances and before items not affecting cash other than items that impact amortization, interest expense, future taxes, or tax reserves, less maintenance capital expenditures (see "Capital Expenditures"). Standardized and adjusted distributable cash are not financial measures recognized by GAAP and do not have a standardized meaning prescribed by GAAP. The method of calculating the Fund's standardized and adjusted distributable cash may differ from similar computations as reported by similar entities and, accordingly, may not be comparable to distributable cash as reported by such entities.

Payout ratio is a non-GAAP measure used by Canadian income funds as an indicator of the amount of generated distributable cash that is distributed to the unitholders. The Fund defines payout ratio as total distributions expressed as a percentage of standardized and adjusted distributable cash. Payout ratio is not a financial measure recognized by GAAP and does not have a standardized meaning prescribed by GAAP. The method of calculating the Fund's payout ratio may differ from similar computations as reported by similar entities and, accordingly, may not be comparable to the payout ratio as reported by such entities.

RISKS AND UNCERTAINTIES

The risks and uncertainties described below are not the only risks and uncertainties we face. We believe that the risks mentioned are the principal risks relating to our operations. The Fund's Annual Information Form contains a description of these and other risks that relate to the structure of the Fund. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may impair operations. If any of the following risks actually occur, our business, results of operations and financial condition, and the amount of cash available for distribution could suffer.

Industry Cyclicality and General Economic Conditions

The performance of the agricultural industry is cyclical, and to the extent that the agricultural sector declines or experiences a downturn, this is likely to have a negative impact on the farm equipment and commercial grain handling industry, and the business of Ag Growth. The agricultural sector has recently been positively impacted by the expansion of the ethanol industry, and to the extent the ethanol industry declines or experiences a downturn, this is likely to have a negative impact on the farm equipment and commercial grain handling industry, and the business of Ag Growth.

Deteriorating economic conditions and the uncertainty of future developments in the domestic and global economies may negatively impact the demand for our products. Management cannot estimate the level of growth or contraction for the economy as a whole or for 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 continuing negative economic conditions, declines in stock markets, contraction of credit availability or other factors affecting economic conditions generally.

Seasonality of Business

The seasonality of the demand for Ag Growth's products results in lower cash flow in the first three quarters of each calendar year and may impact the ability of the Fund to make cash distributions to Unitholders, or the quantum of such distributions, if any. No assurance can be given that the Fund's credit facility will be sufficient to offset the seasonal variations in Ag Growth's cash flow.

Risk of Decreased Crop Yields

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

Potential Volatility of Production Costs

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

Commodity Prices, International Trade and Political Uncertainty

Prices of commodities are influenced by a variety of unpredictable factors that are beyond the control of Ag Growth, including weather, government (Canadian, United States and other) farm programs and policies, and changes in global demand or other economic factors. New legislation or amendments to existing legislation, including the Energy Independence and Security Act in the U.S., may ultimately impact demand for the Fund's products. The world grain market is subject to numerous risks and uncertainties, including risks and uncertainties related to international trade and global political conditions.

Competition

Ag Growth experiences competition in the markets in which it operates. Certain of Ag Growth's competitors may have greater financial and capital resources than Ag Growth. Ag Growth could face increased competition from newly formed or emerging entities, as well as from established entities that choose to focus (or increase their existing focus) on Ag Growth's primary markets. As the grain handling equipment sector is fragmented, there is also a risk that a larger, formidable competitor may be created through a combination of one or more smaller competitors. Ag Growth may also face potential competition from the emergence of new products or technology.

Acquisition and Expansion Risk

The Fund may expand its operations, depending on certain conditions, by acquiring additional businesses, products or technologies. There can be no assurance that the Fund will be able to identify, acquire, or profitably manage additional businesses, or successfully integrate any acquired business, products, or technologies into the business without substantial expenses, delays or other operational or financial difficulties. The Fund's ability to acquire additional businesses may be impacted by its cost of capital and access to credit. Furthermore, acquisitions may involve a number of special risks including diversion of management's attention, failure to retain key personnel, unanticipated events or circumstances, and legal liabilities, some or all of which could have a material adverse effect on the Fund's performance. In addition, there can be no assurance that acquired businesses, products, or technologies, if any, will achieve anticipated revenues and income. The failure of the Fund to manage its acquisition or expansion strategy successfully could have a material adverse effect on the Fund's results of operations and financial condition. The Fund is subject to restrictions on its ability to grow without becoming subject to additional income taxes that would otherwise not apply to the Fund until the taxation year commencing January 1, 2011.

Business Interruption

The operation of the manufacturing facilities of Ag Growth are subject to a number of business interruption risks, including delays in obtaining production materials, plant shutdowns, labour disruptions and weather conditions/natural disasters. Ag Growth may suffer damages associated with such events that it cannot insure against or which it may elect not to insure against because of high premium costs or other reasons. For instance, Ag Growth's Rosenort facility is located in an area that was affected by widespread floods experienced in Manitoba in 1997, and insurance coverage for this type of business interruption is limited. Ag Growth is not able to predict the occurrence of business interruptions.

Litigation

In the ordinary course of its business, Ag Growth may be party to various legal actions, the outcome of which cannot be predicted with certainty. One category of potential legal actions is product liability claims. Farming is an inherently dangerous occupation. Grain handling equipment used on farms may result in product liability claims that require not only proper insuring of risk, but management of the legal process as well.

Dependence on Key Personnel

Ag Growth's future business, financial condition, and operating results depend on the continued contributions of certain of Ag Growth's executive officers and other key management and personnel, certain of whom would be difficult to replace.

Labour Costs and Shortages and Labour Relations

The success of Ag Growth's business depends on a large number of both hourly and salaried employees. Changes in the general conditions of the employment market could affect the ability of Ag Growth to hire or retain staff at current wage levels. The occurrence of either of these events could have an adverse effect on the Fund's results of operations. There is no assurance that some or all of the employees of Ag Growth will not unionize in the future. If successful, such an occurrence could increase labour costs and thereby have an adverse affect on Ag Growth's results of operations.

Distribution, Sales Representative and Supply Contracts

Ag Growth typically does not enter into written agreements with its dealers, distributors or suppliers. As a result, such parties may, without notice or penalty, terminate their relationship with Ag Growth at any time. In addition, even if such parties should decide to continue their relationship with Ag Growth, there can be no guarantee that the consideration or other terms of such contracts will continue on the same basis.

Foreign Exchange Risk

Ag Growth generates a majority of its sales in U.S. dollars, but a materially smaller proportion of its expenses are denominated in U.S. dollars. In addition, Ag Growth may denominate its long term borrowings in U.S. dollars. Accordingly, fluctuations in the rate of exchange between the Canadian dollar and the U.S. dollar may significantly impact the Fund's financial results. To partially mitigate the effects of exchange rate fluctuation, management has implemented a foreign currency hedging strategy. Ag Growth has entered into a series of hedging arrangements to partially mitigate the potential effect of fluctuating exchange rates. To the extent that Ag Growth does not adequately hedge its foreign exchange risk, changes in the exchange rate between the Canadian dollar and the U.S. dollar may have a material adverse effect on Ag Growth's results of operations, business, prospects and financial condition.

Availability of Credit

The Fund's credit facility expires August 31, 2009, and is renewable at the option of the lenders. Should the lenders decline to renew the facility, the Fund is required to repay the outstanding balance in four equal payments commencing November 30, 2010. There can be no guarantee the Fund 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 Fund, its ability to pay distributions and the market value of its units. In addition, the business of the Fund may be adversely impacted in the event that the Fund's customer base does not have access to sufficient financing. Sales related to the construction of commercial grain handling facilities, sales to developing markets, and sales to North American farmers may be impacted.

Interest Rates

The Fund's term and operating credit facilities bear interest at rates that are in part dependant on performance based financial ratios. The Fund's cost of borrowing may be impacted to the extent that the ratio calculation results in an increase in the performance based component of the interest rate. The Fund is party to a number of interest rate swap arrangements to mitigate the impact of fluctuating market interest rates. These swap arrangements mature on August 29, 2009. In the event the Fund enters new interest rate swap arrangements, the rate of the new contracts will be a function of prevailing market rates. To the extent that the Fund has term and operating loans where the fluctuations in the cost of borrowing are not mitigated by interest rate swaps, the Fund's cost of borrowing may be impacted by fluctuations in market interest rates.

Uninsured and Underinsured Losses

Ag Growth will use its discretion in determining amounts, coverage limits and deductibility provisions of insurance, with a view to maintaining appropriate insurance coverage on its assets and operations at a commercially reasonable cost and on suitable terms. This may result in insurance coverage that, in the event of a substantial loss, would not be sufficient to pay the full current market value or current replacement cost of its assets or cover the cost of a particular claim.

Nature of Trust Units

Securities such as the Trust Units are hybrids in that they share certain attributes common to both equity securities and debt instruments. The Trust Units do not represent a direct investment in the business of Ag Growth/AGLP and should not be viewed by investors as shares or debt of Ag Growth/AGLP. As holders of Trust Units, Unitholders will not have the statutory rights normally associated with ownership of shares of a corporation including, for example, the right to bring "oppression" or "derivative" actions. The Trust Units represent a fractional interest in the Fund. The Fund's primary asset will be its interest in AGOT. The price per Trust Unit is a function of anticipated distributable cash.

The rights of Unitholders are established by the Declaration of Trust. Although the Declaration of Trust confers upon a Unitholder many of the same protections, rights and remedies as an investor would have as a shareholder of a corporation governed by the Canada Business Corporations Act (the "CBCA"), significant differences exist.

Taxation of Income Trusts

There can be no assurance that Canadian federal income tax laws or the judicial interpretation thereof or the administrative and/or assessing practices of the Canada Revenue Agency and/or the treatment of mutual fund trusts will not be changed in a manner that adversely affects the holders of Trust Units.

As described in the Fund's audited financial statements for the year ended December 31, 2008, in June 2007 the Government of Canada enacted legislation imposing additional income taxes on the Fund for taxation years commencing January 1, 2011. Effective January 1, 2011, taxable income generated by most income trusts will be subject to tax at a special rate based on the federal-provincial corporate tax rates. Unitholders will be taxed on such distributions as if they have received a taxable dividend paid by a taxable Canadian corporation. There will be a transitional period so that existing income trusts and their investors will not be subject to the proposed tax until 2011. The legislation also specifies that "undue growth" may result in immediate taxation of income trusts that would otherwise not be subject to taxation until 2011. The legislation provides that the maximum growth permissible is 100% of an entity's market capitalization determined as at the close of trading on October 31, 2006, and that the growth limit is phased in annually from 2007 - 2010. The legislation could have an adverse effect on the Fund, its ability to pay distributions and the market value of its units.

There can be no assurance that the Fund will be able to reorganize its legal and tax structure to reduce the expected impact of the legislation. In addition, there can be no assurance that the Fund will maintain its "grandfathered" status under the legislation until 2011. If the Fund exceeds "normal growth" during the transitional period from October 31, 2006 to December 31, 2010, the legislation would become effective on a date earlier than January 1, 2011. Loss of grandfathered status could have a material and adverse effect on the value of the Units.

Until June 2007 the Fund had been tax effecting the reversal of taxable temporary differences at a nil tax rate on the assumption that the Fund would make sufficient tax deductible cash distributions to unitholders such that the Fund's taxable income would be nil for the foreseeable future. The new legislation limits the tax deductibility of cash distributions such that income taxes may become payable in the future.

The Fund has estimated its future income taxes based on its best estimates of results of operations and tax pool claims and cash distributions in the future assuming no material change to the Fund's current organizational structure. As currently interpreted, Canadian GAAP does not permit the Fund's estimate of future income taxes to incorporate any assumptions related to a change in organizational structure until such structures are given legal effect.

The Fund's estimate of its future income taxes will vary as do the Fund's assumptions pertaining to the factors described above, and such variations may be material.

Conversion to a Corporation

- Possible Failure to Realize Anticipated Benefits of the Conversion

Achieving the anticipated benefits of the Conversion will depend in part on New Ag Growth's ability to realize the anticipated growth opportunities from reorganizing the Fund into a corporate structure. Management expects that the corporate structure will allow New Ag Growth to adopt similar policies with respect to capital expenditures as were in place with the trust structure. In addition, the Conversion is expected to simplify the operations of the continuing entity, New Ag Growth. The realization of the anticipated benefits of the Conversion will require the dedication of substantial management effort, time and resources. There can be no assurance that management will be successful in refocusing the continuing entity into a growth-oriented entity.

Tax Compliance

The taxation of corporations and trusts is complex. In the ordinary course of business, New Ag Growth will be subject to ongoing audits by tax authorities. While the Fund anticipates that New Ag Growth's tax filing positions will be appropriate and supportable, it is possible that tax matters, including the calculation and determination of revenue, expenditures, deductions, credits and other tax attributes, taxable income and taxes payable, may be reviewed and challenged by the tax authorities. If such challenge were to succeed, it could have a material adverse effect on New Ag Growth's tax position. Further, the interpretation of and changes in tax laws, whether by legislative or judicial action or decision, and the administrative policies and assessing practices of taxation authorities, could materially adversely affect New Ag Growth's tax position. As a consequence, New Ag Growth is unable to predict with certainty the effect of the foregoing on New Ag Growth's effective tax rate and earnings.

New Ag Growth will regularly review the adequacy of its tax provisions. Should the ultimate outcomes materially differ from the provisions, New Ag Growth's effective tax rate and earnings may be affected positively or negatively in the period in which the matters are resolved. New Ag Growth intends to mitigate this risk through ensuring that tax filing positions are carefully scrutinized by management and external consultants, as appropriate.

Dividends

Future dividend payments by New Ag Growth and the level thereof is uncertain, as New Ag Growth's dividend policy and the funds available for the payment of dividends from time to time will be dependent upon, among other things, operating cash flow generated by New Ag Growth and its subsidiaries, financial requirements for New Ag Growth's operations and the execution of its growth strategy, fluctuations in working capital and the timing and amount of capital expenditures, debt service requirements and other factors beyond the control of New Ag Growth. The market value of the New Ag Growth Shares may deteriorate if New Ag Growth is unable to meet its cash dividend targets in the future, and such deterioration may be material.

ADDITIONAL INFORMATION

Additional information relating to the Fund, including the Fund's most recent Annual Information Form, is available on SEDAR (www.sedar.com).



Unaudited Interim Consolidated Financial Statements

Ag Growth Income Fund
March 31, 2009

Ag Growth Income Fund

UNAUDITED INTERIM CONSOLIDATED
BALANCE SHEETS

As at As at
March 31, December 31,
2009 2008
$ $
------------------------
(000's) (000's)

ASSETS (notes 7 and 16)
Current
Cash and cash equivalents - 4,391
Accounts receivable 36,624 25,382
Income taxes receivable 1,667 873
Inventory 45,610 43,332
Prepaid expenses and other assets 2,182 1,187
------------------------
Total current assets 86,083 75,165
Property, plant and equipment, net 28,678 28,973
Goodwill 52,337 52,337
Intangible assets, net 71,247 71,989
------------------------
238,345 228,464
------------------------
------------------------
LIABILITIES AND UNITHOLDERS' EQUITY
Current
Bank indebtedness (note 7) 9,894 -
Accounts payable and accrued liabilities (note 19) 13,745 11,789
Customer deposits 5,928 10,115
Distributions payable 2,168 5,230
Derivative instruments (note 10) 10,965 9,519
Current portion of long-term debt (note 16) 17 18
------------------------
Total current liabilities 42,717 36,671
Long-term debt (note 16) 54,219 52,791
Future income taxes 9,073 10,162
Derivative instruments (note 10) 2,843 1,041
Long-term incentive plan (note 13) 531 191
Unit award incentive plan (note 14) 2,941 2,072
------------------------
Total liabilities 112,324 102,928

Unitholders' equity 126,021 125,536
------------------------
238,345 228,464
------------------------
------------------------

See accompanying notes

On behalf of the Board of Trustees:

Bill Lambert John R. Brodie, FCA
Trustee Trustee


Ag Growth Income Fund

UNAUDITED INTERIM CONSOLIDATED
STATEMENTS OF EARNINGS

Three-month Three-month
period ended period ended
March 31, March 31,
2009 2008
$ $
----------------------------
(000's) (000's)

Sales 55,289 35,138
Cost of goods sold 32,505 22,464
----------------------------
Gross margin 22,784 12,674
----------------------------

Expenses
Selling, general and administrative 8,204 6,134
Stock-based compensation (notes 13 and 14) 1,318 521
Research and development 337 264
Loss on foreign exchange 2,028 587
Other expenses (income) (93) 117
Short-term interest expense 15 22
Long-term interest expense 697 580
Amortization of property, plant and equipment 1,265 1,195
Amortization of intangible assets 742 757
----------------------------
14,513 10,177
----------------------------
Earnings before income taxes 8,271 2,497
----------------------------
Provision for (recovery of) income taxes (note 8)
Current (767) 528
Future (1,089) 80
----------------------------
(1,856) 608
----------------------------
Net earnings for the period 10,127 1,889
----------------------------
----------------------------

Basic and diluted net earnings per unit $0.79 $0.15
----------------------------
----------------------------

Basic and diluted weighted average number
of units outstanding 12,755,000 12,955,000
----------------------------
----------------------------

See accompanying notes


Ag Growth Income Fund

UNAUDITED INTERIM CONSOLIDATED
STATEMENTS OF COMPREHENSIVE INCOME

Three-month Three-month
period ended period ended
March 31, March 31,
2009 2008
$ $
----------------------------
(000's) (000's)

Net earnings for the period 10,127 1,889
----------------------------
Other comprehensive loss
Change in fair value of derivatives
designated as cash flow hedges (4,144) (576)
Realized gains (losses) on derivatives
designated as cash flow hedges recognized
in net earnings in the current period 897 (120)
Unrealized gains on dual purpose derivatives
designated as cash flow hedges in prior
periods recognized in net earnings in the
current period 5 156
----------------------------
Other comprehensive loss (3,242) (540)
----------------------------
Comprehensive income 6,885 1,349
----------------------------
----------------------------

See accompanying notes


Ag Growth Income Fund

UNAUDITED INTERIM CONSOLIDATED
STATEMENTS OF UNITHOLDERS' EQUITY

Three-month period ended March 31, 2009

Unitholders' Contributed Accumulated
capital surplus earnings
$ $ $
---------------------------------------
(000's) (000's) (000's)

Balance, December 31, 2008 148,255 1,551 79,461
Net earnings for the period - - 10,127
Distributions declared (note 17) - - -
Settlement of LTIP obligation 723 (618) -
Other comprehensive loss for the period - - -
---------------------------------------
Balance, March 31, 2009 148,978 933 89,588
---------------------------------------
---------------------------------------

Accumulated
other
comprehensive
Accumulated income
distributions (loss) Total
$ $ $
-----------------------------------------
(000's) (000's) (000's)

Balance, December 31, 2008 (93,171) (10,560) 125,536
Net earnings for the period - - 10,127
Distributions declared (note 17) (6,505) - (6,505)
Settlement of LTIP obligation - - 105
Other comprehensive loss for the
period - (3,242) (3,242)
-----------------------------------------
Balance, March 31, 2009 (99,676) (13,802) 126,021
-----------------------------------------
-----------------------------------------


Three-month period ended March 31, 2008

Unitholders' Contributed Accumulated
capital surplus earnings
$ $ $
---------------------------------------
(000's) (000's) (000's)

Balance, December 31, 2007 152,800 - 59,785
Net earnings for the period - - 1,889
Distributions declared (note 17) - - -
Issuance costs (7) - -
Other comprehensive loss for the period - - -
---------------------------------------
Balance, March 31, 2008 152,793 - 61,674
---------------------------------------
---------------------------------------

Accumulated
other
comprehensive
Accumulated income
distributions (loss) Total
$ $ $
-----------------------------------------
(000's) (000's) (000's)

Balance, December 31, 2007 (66,470) 539 146,654
Net earnings for the period - - 1,889
Distributions declared (note 17) (5,441) - (5,441)
Settlement of LTIP obligation - - (7)
Other comprehensive loss for the
period - (540) (540)
-----------------------------------------
Balance, March 31, 2008 (71,911) (1) 142,555
-----------------------------------------
-----------------------------------------

See accompanying notes


Ag Growth Income Fund

UNAUDITED INTERIM CONSOLIDATED
STATEMENTS OF CASH FLOWS

Three-month Three-month
period ended period ended
March 31, March 31,
2009 2008
$ $
----------------------------
(000's) (000's)
OPERATING ACTIVITIES
Net earnings for the period 10,127 1,889
Add (deduct) items not affecting cash
Amortization 2,007 1,952
Future income taxes (recovery) (1,089) 80
Translation loss on foreign exchange 1,338 1,189
Non-cash component of interest expense 93 83
Stock-based compensation 1,318 521
----------------------------
13,794 5,714
Net change in non-cash working capital
balances related to operations (note 12) (17,540) (17,073)
----------------------------
Cash used in operating activities (3,746) (11,359)
----------------------------

INVESTING ACTIVITIES
Acquisition of property, plant and equipment (1,025) (5,265)
Proceeds from sale of property, plant and equipment 56 -
Acquisition of assets of Applegate Steel Inc.,
net of cash acquired (note 9) - (3,264)
Payments in current period with respect to
acquisitions in prior periods (note 9) - (2,067)
----------------------------
Cash used in investing activities (969) (10,596)
----------------------------

FINANCING ACTIVITIES
Increase in bank indebtedness 9,894 6,023
Repayment of long-term debt (4) (5)
Distributions paid (9,566) (5,441)
Share issuance costs - (7)
Transfer from cash held in trust (note 9) - 974
----------------------------
Cash provided by financing activities 324 1,544
----------------------------

Net decrease in cash and cash equivalents
during the period (4,391) (20,411)
Cash and cash equivalents, beginning of period 4,391 20,411
----------------------------
Cash and cash equivalents, end of period - -
----------------------------
----------------------------

Supplemental cash flow information
Interest paid 700 581
Income taxes paid - 305
----------------------------
----------------------------

See accompanying notes


NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of dollars, except where otherwise noted and per Units data)

1. DESCRIPTION OF BUSINESS

Ag Growth Income Fund (the "Fund" or "Ag Growth") is an unincorporated, open-ended, limited purpose trust established under the laws of the Province of Ontario by a Declaration of Trust made as at March 24, 2004. The Fund and its wholly-owned subsidiaries conduct business in the grain handling, storage and conditioning market. Each unitholder participates pro rata in distributions of net earnings and, in the event of termination, participates pro rata in the net assets remaining after satisfaction of all liabilities. Income tax obligations related to the distribution of net earnings by the Fund are the obligations of the unitholders.

2. BASIS OF PRESENTATION

The unaudited interim consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles ("GAAP"). They have been prepared using the same accounting policies and methods of application as disclosed in the Fund's audited consolidated financial statements for the year ended December 31, 2008, except as described in note 3.

These unaudited interim consolidated financial statements do not include all of the information and notes to the financial statements required by GAAP for annual financial statements and therefore should be read in conjunction with the audited consolidated financial statements and notes included in the Fund's annual report for the year ended December 31, 2008.

Accounting measurements at interim dates inherently involve a greater reliance on estimates than at year end. In the opinion of management, the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature to present fairly the consolidated financial position of the Fund as at March 31, 2009.

3. CHANGES IN ACCOUNTING POLICIES AND PRACTICES

On January 1, 2009, the Fund adopted the following Canadian Institute of Chartered Accountants ("CICA") Handbook Sections:

Section 3064, "Goodwill and Intangible Assets"

On January 1, 2009 the Fund adopted the CICA Handbook Section 3064, "Goodwill and Intangible Assets", which replaced the existing "Goodwill and Intangible Assets" standard. The new standard revises the requirement for recognition, measurement, presentation and disclosure of intangible assets. The adoption of this standard did not have a material impact on the Fund's consolidated financial statements.

EIC-173, "Credit Risk and the Fair Value of Financial Assets and Financial Liabilities"

On January 1, 2009, the Fund adopted Emerging Issues Committee ("EIC") Abstract EIC-173, "Credit Risk and the Fair Value of Financial Assets and Financial Liabilities". EIC-173 provides further information on the determination of the fair value of financial assets and financial liabilities under Section 3855, "Financial Instruments - Recognition and Measurement". It states that an entity's own credit and the credit risk of the counterparty should be taken into account in determining the fair value of financial assets and liabilities, including derivative instruments. EIC-173 is applied retrospectively, without restatement of prior periods, to all financial assets and liabilities measured at fair value. The adoption of EIC-173 did not have a material impact on the Fund's interim consolidated financial statements.

4. RECENT ACCOUNTING PRONOUNCEMENTS

In April 2008, the EIC of the CICA issued Abstract EIC-170, "Conversion of an Unincorporated Entity to an Incorporated Entity". EIC-170 clarifies accounting issues related to conversions, when there has been no change in control. This guidance specifies, among others: such a transaction is to be treated as a change in business form and accounted for as a continuity of interests; any changes in tax balances are to be included in income tax expense in the conversion period; any transaction costs incurred are to be expensed; and all comparative information would be that of the pre-conversion entity, as previously reported. EIC-170 will be used for the conversion from an income trust to a publicly listed corporation as referred to in note 20.

In January 2009, the CICA issued the new Handbook Section 1582, "Business Combinations" effective for fiscal years beginning on or after January 1, 2011. Earlier adoption of Section 1582 is permitted. This pronouncement further aligns Canadian GAAP with U.S. GAAP and International Financial Reporting Standards ("IFRS") and changes the accounting for business combinations in a number of areas. It establishes principles and requirements governing how an acquiring company recognizes and measures in its financial statements identifiable assets acquired, liabilities assumed, any non-controlling interest in the acquiree, and goodwill acquired. The section also establishes disclosure requirements that will enable users of the acquiring company's financial statements to evaluate the nature and financial effects of its business combinations. The Fund is considering the impact of the adoption of this pronouncement on its consolidated financial statements in fiscal 2011 in connection with its conversion to IFRS.

In January 2009, the CICA issued the new Handbook Section 1601, "Consolidated Financial Statements", and Section 1602, "Non-Controlling Interests", effective for fiscal years beginning on or after January 1, 2011. Earlier adoption of these recommendations is permitted. These pronouncements further align Canadian GAAP with U.S. GAAP and IFRS. Sections 1601 and 1602 change the accounting and reporting of ownership interests in subsidiaries held by parties other than the parent. Non-controlling interests are to be presented in the consolidated statement of financial position within equity but separate from the parent's equity. The amount of consolidated net income attributable to the parent and to the non-controlling interest is to be clearly identified and presented on the face of the consolidated statement of income. In addition, these pronouncements establish standards for a change in a parent's ownership interest in a subsidiary and the valuation of retained non-controlling equity investments when a subsidiary is deconsolidated. They also establish reporting requirements for providing sufficient disclosures that clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. The Fund is currently considering the impact of the adoption of these pronouncements on its consolidated financial statements in fiscal 2011 in connection with its conversion to IFRS.

In February 2008, the AcSB confirmed that IFRS will replace Canadian GAAP in 2011 for profit-oriented Canadian publicly accountable enterprises. The Fund will be required to report its results in accordance with IFRS starting in 2011. The Fund formally commenced an IFRS conversion project in the third quarter of 2008 and has engaged the services of an external advisor with IFRS expertise to work with management. The Fund will continue to invest in training and resources to ensure a timely and effective conversion. Regular reporting is provided to the Fund's senior management and to the Audit Committee of the Board of Trustees. To date, an initial diagnostic assessment has been completed and an IFRS conversion plan has been developed. A diagnostic assessment has been initiated to examine the extent of the impact that the conversion may have on financial reporting, business processes, internal controls and information systems. The Fund's current plan is aimed in particular at identifying the differences between IFRS and the Fund's current accounting policies, as well as assessing the impact of various accounting alternatives offered pursuant to IFRS. In addition, a high level assessment of the Fund's information technology systems and tax processes will be conducted, and is underway. The financial impact of the transition to IFRS cannot be reasonably estimated at this time, however, there will likely be changes in accounting policies and these may materially impact the Fund's consolidated financial statements.

5. CAPITAL STRUCTURE

The Fund's capital structure is comprised of unitholders' equity and long-term debt. The Fund's objectives when managing its capital structure are to maintain and preserve the Fund's access to capital markets, continue its ability to meet its financial obligations, including the payment of distributions, and finance organic growth and acquisitions.

The Fund monitors its capital structure using non-GAAP financial metrics including long-term debt to earnings before interest, taxes, depreciation and amortization ("EBITDA") for the immediately preceding 12-month period and long-term debt to unitholders' equity.

The Fund's optimal capital structure targets to maintain its long-term debt to EBITDA ratio at levels below 2.5, after taking into consideration the impacts of industry cyclicality and acquisitions. The table below calculates the ratio based on EBITDA achieved in the previous 12 months:



As at As at
March 31, 2009 December 31, 2008
-----------------------------------

Long-term debt $54.2 million $52.8 million
EBITDA $40.5 million $34.6 million
Ratio 1.34 times 1.53 times


The Fund's optimal capital structure targets to maintain its long-term debt to unitholders' equity ratio at levels below 1.0, after taking into consideration the impacts of industry cyclicality and acquisitions:



As at As at
March 31, 2009 December 31, 2008
-----------------------------------

Long-term debt $ 54.2 million $ 52.8 million
Unitholders' equity $126.0 million $125.5 million
Ratio 0.43 times 0.42 times


The Fund's capital management objectives, evaluation measures, definitions and targets have remained unchanged over the periods presented. The Fund is subject to certain financial covenants in its credit facility agreement which must be maintained to avoid acceleration of the termination of the agreement. The Fund is in compliance with all financial covenants.

As a result of the Canadian trust taxation passed in June 2007 and effective January 1, 2011, the Fund is subject to certain capital growth restrictions referred to as "normal growth" equity rules. These rules limit the amount of unitholders' capital that can be issued by the Fund in each of the next two years. If the Fund exceeds "normal growth" during the transitional period from October 31, 2006 to December 31, 2010, the legislation would become effective on a date earlier than January 1, 2011. As at March 31, 2009, the Fund is in compliance with capital growth restrictions.

6. SEASONALITY OF BUSINESS

Interim period revenues and earnings historically reflect some seasonality. The third quarter is typically the strongest primarily due to high in-season demand at the farm level. The Fund's collections of accounts receivable are weighted towards the third and fourth quarters. This collection pattern, combined with seasonally high sales in the third quarter, result in accounts receivable levels increasing throughout the year and normally peaking in the third quarter. As a result of these working capital movements, historically, the Fund's use of its bank revolver is typically highest in the first and second quarters. The revolver balance begins to decline in the third quarter as collections of accounts receivable increase. The Fund would expect to repay its revolver in the fourth quarter of each year.

7. BANK INDEBTEDNESS

The Fund has an operating facility of Cdn. $10 million and U.S. $2.0 million. The facilities bear interest at a rate of prime to prime plus 1.0% per annum based on performance calculations. The effective interest rate during the three-month period ended March 31, 2009 on the Fund's Canadian dollar term debt was 3.0% (2008 - 5.6%), and on the Fund's U.S. dollar term debt was 3.3% (2008 - 7.7%). At March 31, 2009, there was $9.9 million outstanding under these facilities (December 31, 2008 - nil). Collateral for the operating facilities includes a general security agreement over all assets, first position collateral mortgages on land and buildings and assignments of rents and leases and security agreements for patents and trademarks.

8. INCOME TAXES

For the period ended March 31, 2009, the Fund has recorded a current income tax recovery of $767 (2008 -expense of $528) primarily related to losses of U.S. corporation subsidiaries. The Fund has recorded a future tax recovery of $1,089 (2008 - expense of $80). This relates to: (i) temporary differences of the subsidiaries and of the Fund reversing after 2010 and (ii) a rate reduction of 2% in the provincial SIFT tax rate.

Based on its assets and liabilities as at March 31, 2009, the Fund has estimated the amount of its temporary differences which were previously not subject to tax and has estimated the periods in which these differences will reverse on or after January 1, 2011, resulting in a $9,073 future income tax liability. The taxable temporary differences relate principally to the Fund's intangible assets.

9. ACQUISITIONS

Prior year acquisitions

As described in the December 31, 2008 audited consolidated financial statements, the Fund acquired substantially all of the operating assets of Applegate Steel Inc. effective January 15, 2008, the operating assets of Twister Pipe Ltd. effective May 31, 2007 and the outstanding shares of Union Iron Inc. effective November 19, 2007. Subsequent to December 31, 2007, transaction costs were paid from cash and cash held in trust. Cash held in trust relating to these acquisitions was released in 2008.

10. FINANCIAL INSTRUMENTS AND FINANCIAL RISK FACTORS

The Fund has the following financial instruments: cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, long-term debt, interest rate swap arrangements and foreign exchange contracts.

The Fund is exposed to financial risks arising from financial assets and liabilities. The Fund's objectives in managing these risks are to protect from volatility in net earnings and to minimize exposure from fluctuations in market rates. The financial risks include foreign exchange risk, interest rate risk, credit risk and liquidity risk as follows:

(a) Foreign exchange risk

The Fund operates primarily in North America and as a result fluctuations in the rate of exchange between the U.S. and Canadian dollar can have a significant effect on the Fund's reported results. To mitigate exposure to the fluctuating rate of exchange, the Fund enters into foreign exchange contracts and denominates a portion of its debt in U.S. dollars. At March 31, 2009, the Fund's U.S. dollar denominated debt totalled $37.6 million and the Fund had entered into the following foreign exchange contracts to sell U.S. dollars in order to hedge their foreign exchange risk:



Settlement dates Face value Average rate
U.S. $ Cdn. $
---------------------------
(000's) (000's)

April 2009 to December 2009 55,000 1.0673
January 2010 to December 2010 44,000 1.1829
---------------------------
---------------------------


The Fund's sales denominated in U.S. dollars for the three-month period ended March 31, 2009 were U.S. $29.4 million, and the total of its cost of goods sold and its selling, general and administrative expenses denominated in that currency were U.S. $13.3 million. Accordingly, a 10% increase or decrease in the value of the U.S. dollar relative to its Canadian counterpart would result in a $2.9 million increase or decrease in sales and a total increase or decrease of $1.3 million in its cost of goods sold and its selling, general and administrative expenses. In relation to the Fund's foreign exchange hedging contracts, a 10% increase in the value of the U.S. dollar relative to its Canadian counterpart would result in an increase in the foreign exchange loss of $1.2 million and an increase to other comprehensive income of $1.2 million, while a 10% decrease in the value of the U.S. dollar relative to its Canadian counterpart would result in an increase in the foreign exchange gain of $1.2 million and a decrease to other comprehensive income of $1.2 million.

(b) Interest rate exposures

The Fund is subject to risks associated with fluctuating interest rates on its long-term debt. To manage this risk, the Fund has entered into a number of interest rate swap transactions with a Canadian chartered bank and has limited its exposure to changes in interest rates on its variable rate debt as follows:

Notional amounts of U.S. $17.5 million, U.S. $6.5 million and U.S. $2.5 million expire August 29, 2009, effective interest rate of 2.88%, resulting in interest charges to the Fund of 3.88% plus a variable rate based on performance calculations.

At March 31, 2009, if interest rates on debt were to fluctuate by 1%, and all other variables were held constant, the impact on the Fund's earnings before income taxes would be $51.

(c) 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 the Fund'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. The Fund establishes a reasonable allowance for non-collectible amounts with this allowance netted against the accounts receivable on the consolidated balance sheet. The Fund does not hold collateral as security of these balances.

The Fund does not believe it has significant concentration risk. The maximum credit risk exposure associated with accounts receivable is the total carrying value.

As is typical in the agriculture sector, the Fund may offer extended terms on its accounts receivable to match the cash flow cycle of its customer. The table below sets out the details of the accounts receivable balances outstanding as at March 31, 2009, based on the status of the receivable in relation to when the receivable was due and payable:



$
---------
(000's)

Neither impaired nor past due 25,769
Not impaired and past the due date as follows
Within 30 days 6,249
31 to 60 days 627
61 to 90 days 232
Over 90 days 4,043
Allowance for doubtful accounts (296)
---------
Total receivables 36,624
---------
---------

The following table represents a summary of the movement of the allowance
for doubtful accounts:

March 31, December 31,
2009 2008
$ $
-------------------------
(000's) (000's)

Balance, beginning of period 528 197
Allowance for doubtful accounts - 361
Write-off of specific accounts receivable (232) (30)
-------------------------
Balance, end of year 296 528
-------------------------
-------------------------


(d) Liquidity risk

Liquidity risk is the risk the Fund will encounter difficulties in meeting its financial liability obligations. The Fund manages its liquidity risk through cash and debt management. In managing liquidity risk, the Fund 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. The Fund believes it has sufficient funding through the use of these facilities to meet foreseeable borrowing requirements. Trade payables are due within one year and long-term debt is due August 31, 2009 and is extendible annually for an additional one-year term at the lender's option. Under the terms of the Fund's credit facility arrangement, if the bank elects not to extend the credit facilities beyond the current August 31, 2009 maturity date, all amounts outstanding under the facilities become repayable in four equal quarterly instalments of principal, commencing on November 30, 2010.

Fair value

As disclosed in the December 31, 2008 annual audited consolidated financial statements, the Fund has made the following classifications of its financial instruments:

- Cash and cash equivalents are classified as "assets held for trading" and are measured at fair value. Gains and losses resulting from the periodic revaluation are recorded in net earnings.

- Accounts receivable are classified as "loans and receivables" and are recorded at fair value upon initial measurement. Subsequent measurements are recorded at amortized cost using the effective interest rate method.

- Accounts payable and accrued liabilities are classified as "other financial liabilities" and are measured at their fair value upon initial measurement. Subsequent measurements are recorded at amortized cost using the effective interest rate method.

- Long-term debt is classified as an "other financial liability" and is initially measured at fair value. Subsequent measurements are recorded at amortized cost using the effective interest rate method. The deferred financing costs, are netted against the carrying value of the related debt and amortized into interest expense using the effective interest rate method.

- Derivative financial instruments are measured at fair value, even when they are part of a hedging relationship. All changes in fair value are recorded in earnings unless cash flow hedge accounting is used, in which case the effective portion of the changes in fair value is recorded in other comprehensive income.

At March 31, 2009, the carrying value of cash and cash equivalents, accounts receivable, bank indebtedness and accounts payable and accrued liabilities payable approximates their fair value due to the relatively short period to maturity. Long-term debt with a variable interest rate is carried at amortized cost, which approximates fair value. Derivatives are valued based on market quotations. However, when financial instruments lack an available trading market, fair value is determined using management's estimates and is calculated using market factors with similar characteristics and risk profiles. At March 31, 2009, the fair value and carrying value of the foreign exchange contracts was an unrealized loss of $13,491 (December 31, 2008 - $10,101) and the fair value and carrying value of the interest rate swaps that are part of an effective hedging relationship was an unrealized loss of $318 (December 31, 2008 - $459). Derivative assets are included in prepaid expenses and other assets. Derivative liabilities are recorded in derivative instruments.

Over the next 12 months, the Fund expects to realize an estimated $11.0 million in net losses reported in other accumulated comprehensive income as unrealized losses as at March 31, 2009.

11. SEGMENTED DISCLOSURE

The Fund operates in one business segment related to the manufacturing and distributing of portable and stationary grain handling, storage and conditioning equipment. Geographic information about the Fund's revenues is based on the product shipment destination. Assets are based on their physical location as at the period end:



Property, plant and
equipment, goodwill and
Revenues intangible assets as at
------------------------------------------------------
Three-month Three-month
period ended period ended
March 31, March 31, March 31, December 31,
2009 2008 2009 2008
$ $ $ $
------------------------------------------------------

Canada 18,976 8,767 107,975 108,585
United States 34,190 24,336 44,287 44,714
International 2,123 2,035 - -
------------------------------------------------------
55,289 35,138 152,262 153,299
------------------------------------------------------
------------------------------------------------------


12. NET CHANGE IN NON-CASH WORKING CAPITAL BALANCES RELATED TO OPERATIONS

Three-month Three-month
period ended period ended
March 31, March 31,
2009 2008
$ $
----------------------------

Decrease (increase) in current assets
Accounts receivable (11,242) (8,518)
Inventory (2,278) (3,953)
Prepaid expenses and other assets (995) (109)
Income taxes receivable (794) 165
----------------------------
(15,309) (12,415)
----------------------------
Increase (decrease) in current liabilities
Accounts payable and accrued liabilities 1,956 (2,223)
Customer deposits (4,187) (2,435)
----------------------------
(2,231) (4,658)
----------------------------
(17,540) (17,073)
----------------------------
----------------------------


13. LONG-TERM INCENTIVE PLAN

Effective January 1, 2007, the Fund adopted an amended LTIP. Pursuant to the LTIP, the Fund establishes the amount to be allocated to eligible participants based upon the amount by which the Fund's distributable cash, as defined in the LTIP, exceeds a predetermined threshold. The amount owing to participants is recorded as a long-term incentive plan liability with the offset recorded to net earnings. At such time that the units are purchased the liability is reclassified to contributed surplus under unitholders' equity. In April 2009, the administrator purchased 11,008 units for $286 to satisfy its obligation related to fiscal 2008. During the three months ended March 31, 2009, $105 was reclassified from the long-term incentive plan liability to contributed surplus.

The units awarded vest over a three-year period commencing one year after the fiscal year of the award. As at March 31, 2009, 23,467 LTIP units have vested to the participants. Cash distributions paid on units held by the administrator are retained and are payable to participants in the plan on the vesting date. The expense related to the LTIP is recorded in relation to the vesting period and accordingly the total award will be expensed as to 36% in the initial fiscal year and 36%, 20% and 8% in the next three fiscal years, respectively, subsequent to the current year. For the three months ended March 31, 2009, the Fund has recorded an expense with respect to the LTIP of $450 (2008 - $350). The amount to be expensed in future periods with respect to the LTIP for fiscal 2007 and 2008 is $497 and $157, respectively.

14. UNIT AWARD INCENTIVE PLAN

On May 10, 2007, the unitholders of the Fund approved the adoption by the Fund of a unit award incentive plan which authorizes the Trustees to grant awards ("Unit Awards") to employees or officers of the Fund or any affiliates of the Fund or who are consultants or other service providers to the Fund and its affiliates ("Service Providers"). Unit Awards may not be granted to non-management Trustees.

Under the terms of the Unit Award Incentive Plan ("UAIP"), any Service Provider may be granted Unit Awards. Each Unit Award will entitle the holder to be issued the number of Fund Units designated in the Unit Award, upon payment of an exercise price of $0.10 per Fund Unit and such Fund Units will vest and may be issued as to one third on each of January 1, 2010, January 1, 2011 and January 1, 2012 or such earlier or later dates as may be determined by the Trustees. In lieu of receiving units, the holder, with the consent of the Fund, may elect to be paid cash for market value of the units in excess of exercise price of the units. The UAIP provides for immediate vesting of the Unit Awards in the event of retirement, death, termination without cause or in the event the Service Provider becomes disabled.

The unitholders reserved for issuance 220,000 Fund Units, subject to adjustment in lieu of distributions, if applicable. The aggregate number of Unit Awards granted to any single Service Provider shall not exceed 5% of the issued and outstanding Fund Units. In addition:

(a) The number of Fund Units issuable to insiders at any time, under all security based compensation arrangements of the Fund, shall not exceed 10% of the issued and outstanding Fund Units; and

(b) The number of Fund Units issued to insiders, within any one-year period, under all security based compensation arrangements of the Fund, shall not exceed 10% of the issued and outstanding Fund Units.

220,000 Unit Awards have been granted and remain outstanding as at March 31, 2009. For the three-month period ended March 31, 2009, the Fund recorded an expense of $868 for the Unit Awards (2008 - $171).

For the period ended March 31, 2009, the 220,000 Unit Awards granted were excluded from the calculation of diluted net earnings per unit because their effect is anti-dilutive.

15. TRUSTEES' DEFERRED COMPENSATION PLAN

On May 8, 2008, the unitholders of the Fund approved the adoption by the Fund of the Trustees' Deferred Compensation Plan (the "Plan"), which provides that a minimum of 20% of the remuneration of non-management Trustees be payable in Fund Units of the Fund. The principal purpose of the Plan is to encourage non-management Trustee ownership of Fund Units. A Trustee will not be entitled to receive the Fund Units granted for three years from the date of grant or until the Trustee ceases to be a Trustee, whichever is earlier. The price to be used for determining the number of Fund Units to be granted will be the weighted average trading price of Fund Units for the 10 trading days preceding the Fund's financial quarter. The total number of Fund Units issuable pursuant to the Plan shall not exceed 35,000, subject to adjustment in lieu of distributions, if applicable. Mandatory participation in the Plan commenced January 1, 2009. As at March 31, 2009, a total of 3,354 Fund Units had been granted under the Plan and no Fund Units had been issued.

 

16. LONG-TERM DEBT

March 31, December 31,
2009 2008
$ $
-------------------------
(000's) (000's)

Term loans of U.S. $37,630 (2008 - U.S.$37,630)
and $6,920 (2008 - $6,920), interest payable
monthly at prime to prime plus 1% per annum based
on performance calculations. The Fund entered
into interest rate swap contracts to fix the
Fund's interest rate at 2.88% on U.S. $26,500 plus
1.0% to 2.0% per annum based on performance
calculations. The effective interest rate on the
U.S. term loan during the period ended March 31,
2009 would have been 3.3% and after consideration
of the effect of the interest rate swap was 3.6%.
The effective interest rate on the Canadian
dollar term loan for the period ended March 31,
2009 was 3.0% 54,341 53,002
GMAC loans, 0% maturing in 2011 and 2014. Vehicles
financed are pledged as collateral 57 61
-------------------------
54,398 53,063
Less current portion 17 18
Less deferred financing costs 162 254
-------------------------
54,219 52,791
-------------------------
-------------------------



The Fund's credit facility provides for long-term debt of up to U.S. $66,500.

Collateral for the operating facility and term loans (note 7) includes 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 term loans mature August 31, 2009 and are extendible annually for an additional one-year term at the lender's option. Under the terms of the credit facility agreement, if the bank elects not to extend the operating loan and term loan facilities beyond the current August 31, 2009 maturity date, all amounts outstanding under the facilities become repayable in four equal quarterly installments of principal, commencing on November 30, 2010.

Principal repayments due within the next three fiscal years, if the term loans are not renewed and are repayable commencing November 30, 2010, are as follows:



$
---------
(000's)

2009 7
2010 13,595
2011 40,796
---------
54,398
---------
---------


17. DISTRIBUTIONS TO UNITHOLDERS

The Declaration of Trust provides that the Fund will, subject to applicable law, distribute to Trust Unitholders by way of monthly distributions all of its distributable cash, being all cash received from its indirect ownership in Ag Growth Industries Limited Partnership ("AGLP"), which will carry on the business of the Fund, less amounts set aside for:

(a) administrative expenses and other obligations of the Fund;

(b) amounts that may be paid by the Fund in connection with any cash redemptions or repurchases of Trust Units;

(c) satisfaction of its debt service obligations (principal and interest) on indebtedness, if any; and

(d) any amount that the Trustees may reasonably consider to be necessary to provide for the payment of any costs or expenses and for reasonable reserves.

The Fund's distribution policy is to pay cash distributions on or about the 30th of each month to unitholders of record on the last business day of the preceding month.

The Fund may make additional distributions in excess of monthly distributions. The distribution in respect of the month ended December 31 of each year will include such amounts as are necessary to ensure that the Fund will not be liable for income taxes under Part I of the Tax Act. Any income of the Fund that is unavailable for cash distribution will, to the extent necessary to ensure that the Fund does not have any such income tax liability, be distributed to Trust Unitholders in the form of additional Trust Units, subject to applicable securities laws. The distribution policy may be amended only with the approval of a majority of the votes cast at a meeting of unitholders.

For the three-month periods ended March 31, 2009 and March 31, 2008, the Fund made distributions of $6,505 and $5,441 which equated to $0.51 and $0.42 per unit, respectively.

Distributions for the three-month period ended March 31, 2009 include amounts paid or payable to the LTIP administrator (note 13) of $36 (2008 - nil).

18. NORMAL COURSE ISSUER BID

On October 22, 2008, the Fund commenced a normal course issuer bid for up to 1,262,090 Trust units, representing 10% of the Fund's public float. The normal course issuer bid will terminate on October 21, 2009 unless terminated earlier by the Fund. The Fund did not purchase any Trust units in the three month period ended March 31, 2009.

19. RELATED PARTY TRANSACTION

Burnet, Duckworth and Palmer LLP provides legal services to the Fund and a Trustee of the Fund is counsel to Burnet, Duckworth and Palmer LLP. The total cost of these legal services during the three-month period ended March 31, 2009 was $0.4 million which has been included in accounts payable and accrued liabilities. 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.

20. SUBSEQUENT EVENT

On April 19, 2009, the Fund announced it had entered into an agreement with Benachee Resources Inc. ("Benachee") (the "Arrangement Agreement") pursuant to which, among other things, it will convert from an income trust to a corporation (the "Conversion"). The Conversion will occur pursuant to a statutory plan of arrangement (the "Plan of Arrangement") under Section 192 of the Canada Business Corporations Act ("CBCA") and is expected to become effective in June 2009. Under the Plan of Arrangement, Ag Growth Unitholders will receive one common share of Benachee in exchange for every trust unit of Ag Growth held on the effective date of the Conversion, and Benachee will change its name to "Ag Growth Industries Corporation". Upon completion of the Conversion, New Ag Growth will operate the existing businesses of Ag Growth and its subsidiaries and the existing trustees and management of Ag Growth will become the board and management of New Ag Growth. New Ag Growth is not, as a consequence of the Conversion, acquiring any additional business carried on by Benachee. Pursuant to the Plan of Arrangement, Benachee will transfer substantially all of its assets and all of its liabilities to a new subsidiary of its parent corporation. Pursuant to the Plan of Arrangement consideration with an aggregate value of $13 million (calculated in accordance with the Plan of Arrangement) in the form of cash, $4 million in common shares and $4 million in convertible preferred shares of New Ag Growth, will be received by Benachee's parent corporation and paid to its principal creditor. In addition, transaction costs of approximately $1.75 million associated with the Plan of Arrangement will be expensed by the Fund when the conversion is approved. The number of fully diluted New Ag Growth common shares outstanding will increase from the present 12,755,000 trust units to approximately 13,078,039 New Ag Growth common shares (assuming the conversion of the preferred shares). The Conversion is subject to various customary commercial conditions, including the receipt of regulatory approvals which include the approval of The Toronto Stock Exchange, and of not less than 66 2/3% of the votes cast at the meeting (the "Meeting") of Ag Growth Unitholders to be held to consider the Conversion. The Conversion is expected to occur prior to the end of June 2009.

21. COMPARATIVE FIGURES

Certain comparative figures have been reclassified to conform to the current year's presentation.

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