AG GROWTH INTERNATIONAL INC.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Dated: May 8, 2023

This Management's Discussion and Analysis ("MD&A") should be read in conjunction with the audited consolidated comparative financial statements and accompanying notes of Ag Growth International Inc. ("AGI", the "Company", "we", "our" or "us") for the year ended December 31, 2022, the MD&A of the Company for the year ended December 31, 2022 and the unaudited interim condensed consolidated financial statements of the Company and accompanying notes for the three-month period ended March 31, 2023. Results are reported in Canadian dollars unless otherwise stated.

This MD&A is based on the Company's unaudited interim condensed consolidated financial statements for the three-month period ended March 31, 2023 ("consolidated financial statements") based on International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"), unless otherwise noted.

This MD&A makes reference to certain specified financial measures, including non-IFRS financial measures, non-IFRS ratios and supplementary financial measures. These specified financial measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and are therefore unlikely to be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement our financial information reported under IFRS by providing further understanding of our results of operations from management's perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under IFRS. Please refer to the "NON-IFRS AND OTHER FINANCIAL MEASURES" section of this MD&A for more information on each specified financial measure.

This MD&A contains forward-looking information. Please refer to the cautionary language under the heading "Risks and Uncertainties", "Forward-Looking Information" and "Financial Outlook" in this MD&A and in our most recently filed Annual Information Form, all of which are available under the Company's profile on SEDAR [www.sedar.com].

SUMMARY OF RESULTS

Three-months ended March 31

[thousands of dollars except per share amounts,

2023

2022

Change

Change

percentages and basis points ("bps")]

$

$

$

%

Sales

347,016

292,031

54,985

19%

Adjusted EBITDA [1][2]

48,112

41,323

6,789

16%

Adjusted EBITDA Margin % [3]

13.9%

14.2%

(30) bps

(2%)

Profit before income taxes

21,626

20,590

1,036

5%

Profit

16,357

15,171

1,186

8%

Diluted profit per share

0.82

0.72

0.10

14%

Adjusted profit [1][4]

4,854

2,296

2,558

111%

Diluted adjusted profit per share [3][4]

0.25

0.12

0.13

108%

  1. This is a non-IFRS measure and is used throughout this MD&A. See "NON-IFRS and OTHER FINANCIAL MEASURES" for more information on each non-IFRS measure.
  2. See "DETAILED OPERATING RESULTS - Profit (loss) before income taxes and Adjusted EBITDA".
  3. This is a non-IFRS ratio and is used throughout this MD&A. See "NON-IFRS and OTHER FINANCIAL MEASURES" for more information on each non-IFRS ratio.
  4. See "DETAILED OPERATING RESULTS - Diluted (loss) profit per share and diluted adjusted profit per share".

Consolidated Operating Segment Results Summary

Three-months ended March 31

2023

2022

Change

Change

[thousands of dollars]

$

$

$

%

Sales [1]

Farm

182,382

150,828

31,554

21%

Commercial

164,634

141,203

23,431

17%

Total

347,016

292,031

54,985

19%

  1. The sales information in this table are supplementary financial measures and are used throughout this MD&A. See "NON- IFRS and OTHER FINANCIAL MEASURES" for more information on these supplementary financial measures.

Three-months ended March 31

2023

2022

Change

Change

[thousands of dollars]

$

$

$

%

Adjusted EBITDA [1] [2] [3]

Farm

38,452

28,749

9,703

34%

Commercial

21,878

19,844

2,034

10%

Other [4]

(12,218)

(7,270)

(4,948)

68%

Total

48,112

41,323

6,789

16%

  1. See "BASIS OF PRESENTATION"
  2. This is a non-IFRS measure and is used throughout this MD&A. See "NON-IFRS and OTHER FINANCIAL MEASURES" for more information on each non-IFRS measure.
  3. See "DETAILED OPERATING RESULTS - Profit (loss) before income taxes and Adjusted EBITDA" and "DETAILED OPERATING RESULTS - Profit (loss) before income taxes and Adjusted EBITDA by Segment".
  4. Included in Other is the corporate office, which is not a reportable segment, and which provides finance, treasury, legal, human resources and other administrative support to the segments.

Three-months ended March 31

2023

2022

Change

Change

%

%

basis points

%

Adjusted EBITDA Margin % [1] [2]

Farm

21.1%

19.1%

200

10%

Commercial

13.3%

14.1%

(80)

(6%)

Other [3]

(3.5%)

(2.5%)

(100)

40%

Consolidated

13.9%

14.2%

(30)

(2%)

  1. See "BASIS OF PRESENTATION"
  2. This is a non-IFRS ratio and is used throughout this MD&A. See "NON-IFRS and OTHER FINANCIAL MEASURES" for more information on each non-IFRS ratio.
  3. Included in Other is the corporate office, which is not a reportable segment, and which provides finance, treasury, legal, human resources and other administrative support to the segments. The Adjusted EBITDA Margin % for Other is calculated based on total sales since it does not generate sales without the segments.

Sales and Adjusted EBITDA1 increased 19% and 16% year-over-year ("YOY"), respectively, again setting new all-time records for both the level of sales and Adjusted EBITDA for the first quarter ("Q1"). Adjusted EBITDA margin % remained relatively consistent with prior year. Q1's Adjusted EBITDA

1 This is a non-IFRS measure and is used throughout this MD&A. See "NON-IFRS and OTHER FINANCIAL MEASURES" for more information on each non-IFRS measure.

2

increased by $6.8 million, driven by higher sales across all segments, including significant contributions from Canada Farm, U.S. Farm, and India. Gross margin remains consistent YOY with operational efficiencies, sales growth in the Farm segment with a sales mix that favored portable grain handling equipment, and increased volume in Canada Farm storage equipment all contributing. Increased volume in the Commercial segment, and the positive impact of lower steel prices compared to the previous year, also contributed to consistent gross margin result. The increase in the Other segment costs was related to several one-time expenses which we expect to normalize out over coming quarters. The strong sales and Adjusted EBITDA performance over last year's historic Q1 highlights the robust pace of organic growth as well as the initial impact of the several of our operational excellence initiatives aimed at growing the business.

The Farm segment delivered strong results in Q1 with sales and Adjusted EBITDA growing by 21% and 34% YOY, respectively, and continuing the strong momentum of a record performance in 2022. In Canada, the U.S., and Asia Pacific, sales increased for both portable grain handling and permanent equipment as the strengthening of demand from last year continued into 2023. Adjusted EBITDA margin increased to 21% from 19% YOY, primarily reflecting a mix tilted towards portable equipment, higher margins in permanent equipment due to lower steel prices, and overall higher volumes in North America.

For the Commercial segment, Q1 sales and Adjusted EBITDA increased 17% and 10% YOY, respectively. Sales growth was driven by significant activity in our Asia Pacific and South America markets. Adjusted EBITDA margin was impacted by the anticipated slow down in our Food platform as well as a larger than usual mix of buy-resellthird-party components on a number of large commercial projects that typically have lower margins. We anticipate these trends to return to normalized levels towards the end of 2023 based on our ongoing efforts to strengthen the order book.

Internationally, Brazil and India continue to see a strong growth trajectory with sales increasing 9% and 19% YOY, respectively, supported by both domestic and export sales. Brazil continued to see strong demand in the Commercial segment and Q1 results reflected the higher mix of Commercial vs Farm sales. While Commercial volume tends to be lower margin on a percentage basis, given the higher mix of buy-resellthird-party components, the gross margin dollar contributions tend to be higher. Larger and high-profile Commercial projects also help boost AGI's brand awareness and demonstrate our capabilities across the region. In India and the Southeast Asia region, the demand for rice milling equipment remains robust, providing meaningful and consistent contributions to our international growth and overall corporate performance. Our success in growing our international businesses highlights the benefits of our regional diversification strategy and the sustained demand for AGI equipment in critical growing regions.

Looking out across 2023, our quoting pipelines are highly active and we continue to see strong interest from customers within all segments and regions who continue investment in critical infrastructure equipment and solutions. Supported by an order book2 up 7% YOY, we are raising our full year 2023 Adjusted EBITDA guidance to be at least $265 million3, up from our previous guidance of at least $260 million.

  1. This is a supplementary financial measure and is used throughout this MD&A. See "NON-IFRS and OTHER FINANCIAL MEASURES" for more information on this supplementary financial measure.
  2. Adjusted EBITDA for the year ended December 31, 2022 was $234.7 Million. See "Reconciliation of Adjusted EBITDA to profit (loss) before income taxes for the years ended December 31, 2022 and 2021", "BASIS OF PRESENTATION", "RISKS AND UNCERTAINTIES", "FORWARD-LOOKING INFORMATION", "FINANCIAL OUTLOOK" and "NON-IFRS and OTHER FINANCIAL MEASURES.

3

BASIS OF PRESENTATION

On December 29, 2022, the Company announced that it would be reorganizing its digital business to better reflect changes in its operations and management structure. As a result of this change, the Company has identified its reportable segments as Farm and Commercial, each of which are supported by the corporate office. The previously identified Digital segment is now included within the Farm segment, and the Food platform which was a sub-segment of the Commercial segment is now amalgamated into the Commercial segment. These segments are strategic business units that offer specific products and services to their respective markets. Certain corporate overheads are allocated to each segment based on revenue as well as applicable cost drivers. Taxes and certain other expenses are managed at a consolidated level and are not allocated to the reportable operating segments. Financial information for the comparative period has been restated to reflect the new presentation.

Description of Business Segments

Farm Segment

AGI's Farm segment focuses on the needs of on-farm customers, and its product offerings includes: grain, seed, and fertilizer handling equipment; aeration products; grain and fuel storage solutions; and grain management technologies (see "BASIS OF PRESENTATION").

Commercial Segment

AGI's Commercial segment focuses on commercial entities such as port facility operators, food processors and elevators. Its product offerings include: larger diameter grain storage bins and high- capacity grain handling equipment; high-capacity seed and fertilizer storage and handling systems; food and feed handling storage and processing equipment; aeration products; automated blending systems and control systems; and project management services and food engineering solutions (see

"BASIS OF PRESENTATION").

OPERATING RESULTS and OUTLOOK 4

Sales by Geography 5

Three-months ended March 31

2023

2022

Change

Change

[thousands of dollars]

$

$

$

%

Canada

87,143

56,713

30,430

54%

U.S.

150,345

139,055

11,290

8%

International

EMEA

30,439

28,817

1,622

6%

Asia Pacific

38,914

31,934

6,980

22%

South America

40,175

35,512

4,663

13%

Total International

109,528

96,263

13,265

14%

Total Sales

347,016

292,031

54,985

19%

  1. See "BASIS OF PRESENTATION", "RISKS AND UNCERTAINTIES", "FORWARD-LOOKING INFORMATION" and "FINANCIAL OUTLOOK".
  2. The sales information in this section are supplementary financial measures and are used throughout this MD&A. See "NON- IFRS and OTHER FINANCIAL MEASURES" for more information on these supplementary financial measures.

4

Sales by Segment and Geography 5

Farm Segment

Three-months ended March 31

2023

2022

Change

Change

[thousands of dollars]

$

$

$

%

Canada

67,742

35,982

31,760

88%

U.S.

94,994

85,031

9,963

12%

International

EMEA

2,172

3,631

(1,459)

(40%)

Asia Pacific

10,081

6,533

3,548

54%

South America

7,393

19,651

(12,258)

(62%)

Total International

19,646

29,815

(10,169)

(34%)

Total Sales

182,382

150,828

31,554

21%

Commercial Segment

Three-months ended March 31

2023

2022

Change

Change

[thousands of dollars]

$

$

$

%

Canada

19,401

20,731

(1,330)

(6%)

U.S.

55,351

54,024

1,327

2%

International

EMEA

28,267

25,186

3,081

12%

Asia Pacific

28,833

25,401

3,432

14%

South America

32,782

15,861

16,921

107%

Total International

89,882

66,448

23,434

35%

Total Sales

164,634

141,203

23,431

17%

The following table presents YOY changes in the Company's order book[1]:

Region

United

Canada

States

International

Overall

Segments

%

%

%

%

Farm

66%

11%

(11%)

25%

Commercial

(50%)

5%

(3%)

(7%)

Overall

22%

9%

(4%)

7%

  1. This is a supplementary financial measure and is used throughout this MD&A. See "NON-IFRS and OTHER FINANCIAL MEASURES" for more information on this supplementary financial measure.

5

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Disclaimer

Ag Growth International Inc. published this content on 08 May 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 May 2023 22:49:01 UTC.