Valmont Industries, Inc. (VMI) Q3 2014 Earnings Report, Transcript and Summary

Good morning. My name is Holly and I’ll be your conference operator today. At this time, I'd like to welcome everyone to the Valmont Industries Incorporated third-quarter earnings call. [Operator Instructions] I'd now like to turn over today's conference to Mr. Jeff Laudin, Manager Investor Relations. Please go ahead, sir.

Thank you, Holly. Welcome to Valmont Industries' third-quarter conference call. With me today are Mogens Bay, Chairman and Chief Executive Officer; Mark Jaksich, Executive Vice President, Chief Financial Officer; and Tim Francis, Vice President and Corporate Controller. Before we begin, please note that this conference call is subject to our disclosure of forward-looking statements which applies to today's discussion and will be read in full at the end of the call. The instructions for accessing a replay of the call can be found in our press release. I would like to now turn the floor over to our Chairman and Chief Executive Officer, Mogens Bay.

Thank you, Jeff, and good morning, everyone. Thank you for joining us. I trust you've all read the press release. Most of our businesses had a good or decent quarter. The exception being our Utilities Structures business which had a very difficult third quarter. Few large projects, continued severe pricing pressure on small projects and us now taking orders we found unattractive resulted in unfavorable absorption of fixed cost both in the plants and administrative areas. And for the first time in a long time our operating income as a percentage of sales dipped below 10% in this segment. We do not expect that level of performance to repeat in the fourth quarter. We expect significantly higher revenues and operating income as a percentage of sales reverting to double-digit territory. Backlog and order flow have been improving since the beginning of the third quarter. We expect the fourth-quarter revenue in this segment to be the highest quarterly revenue this year. The miss in the Utility Support Structure segment performance compared to our expectations just a month or 2 ago was the equivalent of about $0.25 a share. Our crystal ball on the North American utility market has certainly been cloudy at best. Recognizing that shorter lead times and a larger mix of small projects make it more difficult to forecast, we should nevertheless have done a much better job of predicting the third-quarter difficulties in this market. Over the last 10 years, we have focused on managing rapid growth in our Utility segment adding capacity to support a business that grew from about $100 million to about $900 million. We added capacity and benefited from tight capacity in the industry and therefore high levels of profitability, which last year reached 18% operating income as a percentage of sales. It is a different world today. We expect the market volume opportunities to continue strong going forward but the competitive landscape has changed significantly as capacity has caught up with demand and lead times have shortened. I do not think we will see close to 20% operating income over the next few years. I expect the new normal will be operating income as a percentage of sales in the range of 10% to 15%. At that rate, it will deliver a very good return on invested capital and add value for our shareholders. Our focus going forward will be on operational excellence as opposed to capacity additions, not unlike what we focused on in our Engineered Infrastructure Products businesses over the last few years. The Irrigation business had a good quarter delivering more than 15% operating income. Most benefits from storm damage in North America were reflected in our second-quarter results, although July shipments also benefited significantly from the replacement of storm damaged machines. For the third quarter, our revenues in North America were down slightly, but mostly offset by continued growth in our international Irrigation businesses. During the quarter, we acquired a majority interest in AgSense, a market-leading provider of remote monitoring and control technology, further expanding our technology offerings to the Irrigation industry. Turning to the fourth quarter, our North American Irrigation customers are still busy harvesting. There's no urgency for them to place orders for the next irrigation season at this time because of the shorter lead times compared to last year. Substantially lower commodity prices compared to last year will affect net farm income which is the closest correlation to short-term business conditions. We expect fourth-quarter results to be substantially weaker than last year's fourth quarter driven by lower commodity prices, resulting in lower revenues and the ensuing deleverage of fixed cost. The outlook for the upcoming selling season will become clear as we exit 2014, and we will give you an update in our February call. North American farmers balance sheets remain strong and the mood among our dealers is not negative. However, there is no escaping the fact that net farm income is the major driver of short-term revenue. The Irrigation business is a cyclical business. Through history, every peak of the cycle exceeded the previous one and every bottom of the cycle was higher than the previous one. I see no reason for that to change as the long-term opportunities in this business are maybe the strongest of any of our businesses. Using freshwater ever more efficiently for food production will become more and more urgent and there's no technology more efficient for large scale agriculture than the center pivot. Our Engineered Infrastructure Products segment had another quarter of improved performance with operating income as a percentage of sales of 11.4%. We are benefiting from continued focus on productivity and costs and the addition of the Valmont SM acquisition earlier this year. We continue to find acquisition opportunities for this segment, and after the close of the quarter we welcome Shakespeare, the premier US manufacturer of composite poles to the Valmont family. This business has revenue of about $55 million and profitability characteristics in line with the segment as a whole. The macro environment for this segment continues to be difficult in many parts of the world. A slowing economy in Europe, reduced growth rates in China, no long-term Highway Bill in North America and an Australian economy negatively affected by the slowdown in the important mining sector – segment in that country. The recent strengthening of the US dollar also dampens our international results when translated into US dollars. In that environment, we are pleased with the results in this segment. Our Coatings segment continues to deliver high quality of earnings with operating income as a percentage of sales of 20%. Profitability in our Australian galvanizers has suffered as a result of the slowdown of the mining economy there. And increased zinc prices put somewhat of a damper on the segment's profitability compared to last year's third quarter. During the quarter we refinanced our long-term debt. We decided to take advantage of the opportunity to place 30 and 40-year debt at very attractive interest rates of about 5%. We used some of the proceeds to repurchase some of our higher cost long-term debt which was due in 2020. So we now have $250 million of long-term debt due in 2020, $250 million due in 2044 and $250 million due in 2054. The after-tax cost associated with the repurchase was $0.95 a share. We also expanded our revolving credit agreement to $600 million. Our current guidance of $8.55 to $8.65 per share of net earnings for the year, excluding our refinancing and other one-time charges, is about $0.45 lower than our previous guidance. About half of this reduction is the result of the Utility segment's weak performance in the third quarter and the other half the expected earnings shortfall in our Irrigation segment in the fourth quarter compared to earlier expectations. Turning to other financial measures, depreciation and amortization for the quarter was $21.1 million, capital expenditures was $16.4 million. For 2014, we expect depreciation and amortization of about $85 million and capital spending of approximately $80 million. We have repurchased over 2.4 million Valmont shares since we announced our repurchase program. We have about $140 million remaining under the original program. This quarter the change in the quoted market value of the Delta EMD shares held on the Johannesburg exchange resulted in a $1.4 million non-cash loss reported as other expense. And we will now take your questions.

[Operator Instructions] Your first question will come from the line of Nathan Jones with Stifel. Nathan Jones – Stifel Nicolaus: If we could just start on the guidance, it's down about $0.50 at the midpoint, I think if I remember correctly, the previous guidance was including the first-quarter Delta EMD adjustment and now it's not. You said half of that decline was from Utility in the third quarter and half the decline is from Irrigation in the fourth quarter. Can you talk about what changed from when you did the guidance update a month ago to lower that expectation or what you missed in the third quarter in Utility and what changed in Irrigation for the fourth quarter?

Yes I'll deal with both of those. As I said in the Utility in the third quarter, we should have done a better job of predicting looking at the order availability during the third quarter that this would be a difficult quarter. We had fewer large projects. We had a number of small projects and a much more difficult pricing environment and we frankly walked away from business at price levels that we did not want to accept. That then led to quite a bit of unfavorable absorption in the plants and also of course less favorable absorption of SG&A. Now when we look at the fourth quarter in that business, I said in my prepared remarks that we would have a significant improved situation both in revenue and in earnings reverting to double digit. Our projected revenue in the fourth quarter is all in our backlog. That was not the case when we talked about the third quarter. Turning to Irrigation, we said earlier in the year that until we know what's going on in the market, there's no reason – we have no basis of which to predict what was going to happen and therefore we just predicted a flat second half. And in the third quarter that pretty much came to pass. With commodity prices where they are today, somewhat of a delayed harvest both for corn and soybeans and shorter lead times because there's not the pressure on the industry from a production standpoint as we saw a year ago and 2 years ago, there's not a lot of urgency in the mind of farmers to go out and place orders. So we may have a delayed season. We don't know yet exactly how much we're going to ship in the fourth quarter, but our best estimate is that it's going to result in about a $0.25 lower earnings picture than what we talked about earlier. Nathan Jones – Stifel Nicolaus: Would you be prepared to give us a little more granularity on what your expectations are on revenue in both of those businesses? The fourth quarter in Utility is always a big quarter, so we would have expected it to be up anyway. What does up significantly mean in Utility in the fourth quarter?

Well I would guess that the Utility revenue in the fourth quarter would be around $220 million. Nathan Jones – Stifel Nicolaus: Okay, that's helpful. In EIP, that's obviously a good margin performance there and you have talked about previously about your expectation that that business could barely get to double digit without any help from the market and you haven't had that. How sustainable are those margins at this level?

For the year I think we'll be very close to double digit. I think we've had some help from some of the stronger businesses within EIP, Webforge and others. And I would say that at the current level, those margins should be sustainable and if we get any help from the marketplace that ought to allow us to add another couple of points in operating income. Nathan Jones – Stifel Nicolaus: Okay, thanks, I'll get back in the queue.

Your next question will come from the line of Julian Mitchell with Credit Suisse. Julian Mitchell – Credit Suisse: I just wanted to check on the Utility business. The gross margin there in Q2 was down I think about 500 points. Looks like it was down maybe 700 or 800 year on year in Q3. How much of that is volume deleveraging and how much of that is price related?

I would say that most of it is price related but some is volume. Julian Mitchell – Credit Suisse: Thank you. And then within Irrigation, in aggregate the sales were obviously flattish year on year. How much was the US or North America business down within that?

The North American business was actually just down slightly a few million dollars and International was up slightly a few million dollars. Julian Mitchell – Credit Suisse: Thanks, and then lastly, the balance sheet structure you've been active on that in the past 12 months on buybacks and M&A, do you think you'll be able to maintain the same pace of balance sheet usage in 2015?

Well with the additional long-term debt we put in place, we probably are little bit overcapitalized right now. But we decided looking at a unique opportunity to put in place very long-term debt at very competitive prices that we should not forgo that opportunity. One way to look at it, when you have debt that's out 40 years, that's like a generation and a half. It's like equity with a dividend payment. And our challenge is going to be to find opportunities to put that cash to good work. Keeping in mind that we are not looking for opportunities that will just give us EPS accretion, we are always focused on opportunities that will enable us to beat our cost of capital. Julian Mitchell – Credit Suisse: Great, thank you.

And your next question will come from the line of Arnie Ursaner with CJS Securities. Arnie Ursaner – CJS Securities: First a clarification, I think you indicated that half of the $0.45 reduction or so was related to Irrigation. But you provided a revised view on Irrigation in September 18, where you had thought it would be flat in the second half and in September 18 you indicated it would be 10% below. Going back to what has changed, what changed in a month on your view on Irrigation?

Couple of things. Commodity prices continue to drop, the prediction for year-end inventories have been revised upwards, we had a wet early fall and therefore harvest started late it's in full swing now, and therefore I think the selling season is going to be maybe a little bit later than what we normally see. So I'm not making a prediction on the current selling season that runs through the second quarter of next year, we'll need to get more of a feel for what happens over the next couple 3 months. And that's why I mentioned in my prepared remarks that in the middle of February we'll have a better feel of what's happening there. But in total for next year with commodity prices the way they are, and unless we have a production problem somewhere in the world, I don't expect the Irrigation business in 2015 to be at the level it was in 2014. Arnie Ursaner – CJS Securities: Well I was going to go to that, you've educated me over the years that carryover stocks can have an enormous impact on commodity pricing in the following year and it sounds like we're going to have enormously high carryover stocks of corn in particular.

I don't think it's enormously high carryover, if you compare to historical levels. But compared to the last few years, it's going to be high carryover. Arnie Ursaner – CJS Securities: Okay and going back to the Utility business, I have a two-part question within it. One is you normally only give actual backlog numbers once a year in your 10-K. So I don't expect you to give us a number, but could you be a little more specific about the trend of backlog up or down? You mentioned you have enough backlog to do the work, but how should we generally think about your overall Utility backlog trend?

The trend has been – since the beginning of the third quarter, the trend of the backlog has been up. Arnie Ursaner – CJS Securities: Okay. And then the new normal, how much of that will require you to take the kind of cost-cutting actions you took in EIP to get there?

Well it's like being able to predict exactly what happens in the pricing environment. But I would say that if you want to get to the upper end of that new normal, it would require us becoming more efficient in how we operate. And I don't think that's going to be a high bar, not because we haven't had the tools to do that, but we have been very busy over the last 10 years to grow into a very substantial business. And therefore there's been less focus on being sure that every plant is operating the most efficient way. Our focus was on adding enough capacity to take advantage of the opportunities. We have to switch now to spending more time on making sure we're efficient and I have no doubt that our Utility people will do a good job of that. Arnie Ursaner – CJS Securities: Thank you very much.

Your next question will come from the line of Brian Drab with William Blair. Brian Drab – William Blair & Company: Could you just give us the FX impact year over year on revenue and operating – and EPS in the third quarter?

Yes on foreign currency of course this strengthening of the US dollars particularly over the last few months clearly have had an impact and I'm going to turn over the specifics to Mark Jaksich. But there's no doubt that we have seen some effect of that over the last few months. You can question why would the US dollar suddenly strengthen and it's probably not a reflection on our economy, it's more a reflection with all the uncertainty around the world, this is a safe currency to move into. So I'll turn it over to Mark to give you a little more specifics.

Yes, good morning, Brian. For the quarter there wasn't that much of an effect on exchange rate translation effects. Year to date there has been but to the tune of $3 million to $3.5 million to $4 million. Now having said that, the recent strengthening of the US dollar is going to affect us in fourth quarter when you compare 2013 versus 2014. And that amount I don't have in front of me right now but I wouldn't be surprised if it was in the neighborhood of $1.5 million to $2 million on the operating income side. Brian Drab – William Blair & Company: Okay, thank you. Great and then Mogens, you mentioned Webforge earlier. I'm wondering – we don't talk about these delta businesses of course because Utility and Irrigation other businesses that have accounted for more the operating profit. But could you step through some of the delta businesses? Just give us an update on how they're doing and maybe comment on the impact that these businesses are having on the recent improvement in operating margins relative to the legacy light pole business.

Well I would say that the axis businesses have actually operated at good solid double-digit operating income over the last number of years. Our highway safety business also is solid double digit. So I think most of the improvement it actually come from improvement in the North American lighting and traffic businesses where we have been able to take our cost and become more efficient. In Europe, this year we actually have a softer picture than we had last year because of 2 things. One, the general softening again of the European economy and this is the year after mayoral elections in France which usually puts pressure on business right after those elections have taken place. But specifically to your question, most of the improvement over the last couple of years has come from the pole businesses and the axis system and highway systems has continued to provide good double-digit operating income. Brian Drab – William Blair & Company: Okay, great, thanks. And then you mentioned an attractive ROIC in the Utility business at the 10% to 15% operating margin range. Can you give us a sense for what the ROIC range associated with that operating margin range is?

Well if you look at – we say our cost of capital is about 8.5% after tax. And I would expect the utility businesses they operate in the middle range of that 10% to 15% should probably deliver 50% premium on that, more 12%, 13%, 13.5% after tax return on invested capital. Brian Drab – William Blair & Company: Okay, thanks a lot. I'll get back in the queue.

And your next question will come from the line of Brent Thielman with D.A. Davidson. Brent Thielman – D.A. Davidson & Co.: On the Irrigation side, can you quantify the improvement in International profitability this quarter and is that better operating leverage or pricing?

Well actually we don't break them out, but we have International Irrigation business in this quarter operating in the mid-teens operating income. Brent Thielman – D.A. Davidson & Co.: And is that unusually high or…

No but it's – compared to historical, it is high. It is what we have been running here lately. But as these businesses continue to grow, we look at them 2 different ways. One is the established markets where we've been for a long time like Brazil, Australia, New Zealand, Western Europe, South Africa, and they will tend to have a higher operating income percentage than the developing markets where we have to invest in SG&A and they're fairly small businesses to start with. So as that mix changes over time, that will affect the actual operating income percentage. But I'm pretty pleased with where they are. Brent Thielman – D.A. Davidson & Co.: Sure, okay. And then the acquisition of Shakespeare I know it's smaller but it's out of your core metals fabrication focus I guess, and can we take this as a signal you're looking to expand further into less traditional materials like composites or is this a one off situation?

Well we're already in composites, we have a Company called Whatley that's located out in Colorado and that will be managed now together with Shakespeare. So it's basically getting more mass in the composite business. And over time if you go back through history, we used to only be in steel. Then we're in aluminum, then we're in concrete, composite, wood out of Finland, so we continue to find opportunities within the industries we are comfortable with to add other materials, and this is just one more example of that. Brent Thielman – D.A. Davidson & Co.: If I could sneak one more in. On the acquisition you did earlier this year, can you just talk about how that business has been performing since you bought it?

Valmont SM has been performing exactly according to our justification for buying it. Brent Thielman – D.A. Davidson & Co.: Okay, thank you.

Your next question will come from the line of Ryan Connors with Janney Montgomery Scott. Ryan Connors – Janney Montgomery Scott: I wanted to talk a little bit about the USS transmission industry really and Mogens you did a great job laying out the evolution of that industry over time and how supply has caught up with demand and how that's pressuring pricing. And I guess a lot of the talk here is based on Valmont's internal response to that, but it seems to me that what's really needed is an industry wide maybe capacity rationalization to stem the pricing pressure. And so it's unclear to me how we can really call a bottom in margins until that side of things plays out. So can you talk a little more about where you see the industry capacity situation today versus where it needs to be? And maybe about some of the relative cost positions of your competitors and to the extent you have that information? And whose skating pretty close to the edge right now and maybe looking to take capacity out at this point?

Ryan, that's a lot of questions. But let me try and address your – the general gist of what you're looking for. There's no doubt that when an industry grows as fast as we saw Utility, it attracts new players and it makes the present, or the current players, add capacity to meet that. Are we happy we added the capacity? You bet. We made a lot of money in that business over the last few years. Now in the aggregate, capacity has caught up with demand. If you start with the demand side, it looks like we still have a long ways to go to upgrade and expand the US transmission and distribution grid. So I think there's going to be lots of business to be had. I don't think any of the players currently are adding capacity. Now I seem to remember that Sabre as an example took 1 plant out of capacity in Pennsylvania earlier this year. We have closed down or in the process of closing down a finishing plant in Texas to also take some capacity out. We are taking some of the outsourcing back. And I think that as the pole businesses continue to improve, some of the capacity that we had allocated to Utility may revert to the pole businesses. So I think that the industry settling down maybe at a volume level that could be sustainable for a while but not fast growth. I think several of the players will look at that because all will have the same goal of making a decent profitability in that business. Now you ask specifically where are we on a cost side, I don't know the cost of our competitors. I know that we have the broader set of plants and we have the opportunity to also use some of our International plants where they are more competitive. So I'm not concerned that we will not be competitive. I think my biggest concern, at least lately, has been at what level will the industry go to price wise to fill out their capacity. And that goes back to your original question, what's going to happen with capacity. Ryan Connors – Janney Montgomery Scott: Well that's very thorough and very helpful, thank you. My other question is on the AgSense acquisition and congratulations on that, that's a great franchise to bring in the fold. My question is on integration of that product line with your existing technology platform in Irrigation and specifically will AgSense now become part of your offering on the new pivots you sell? In other words, bundling some of that or will that remain more of an after market sale as a standalone within Irrigation?

I would say both. AgSense will continue as an independent company. They have done a great job getting about 20,000 subscribers. One of the beauties of AgSense is that it works on all pivot brands, so it's not just the Valley, it's on competitive brands also, we'll continue to that. It will become an important part of our International Irrigation expansion and they will be integrated into what we do with BaseStation3 and some the other technologies we have. So I think it's going to be a win-win. But bottom line is that Terry has done a great job of building that business and we are not going to get in his way. Ryan Connors – Janney Montgomery Scott: Super. Well thanks for your time.

And your next question comes from the line of David Rose with Wedbush Securities. David Rose – Wedbush Securities: A couple questions follow up on, on the Utilities Support Structure side, again you made the announcement September 18 and just to be clear at that point in time you did not have all the backlog in place and your expectations for the quarter included assumptions that you be booking something that wasn't in backlog for the remaining 12 days of the quarter, is that right?

Yes, I would say that at the time we were more optimistic as to why we would also get out during the third quarter and we were more optimistic as the profitability of the third quarter maybe not fully recognizing the effects of the deleverage we got in the plants. And – but bottom line, as I said in my prepared remarks, we should've done a better job of predicting that and we didn't. David Rose – Wedbush Securities: So Mogens to that point, what are you doing now in terms of systems and controls that's improving your outlook or your visibility?

Well first of all, in general visibility is going to be not as good as it was the last few years because lead times are shorter. Secondly, our backlogs are improving which means that we will get more visibility than we had 3 months ago. And thirdly, we need to do a better job on looking at plant-by-plant loads and what it means for the profitability of those plants. When we were as busy as we were over the last number of years just meeting capacity needs, we did not have to be as precise in predicting exactly results by plant. Those days are over. We have to do a better job of that and I think that our Utility people will be up to the task. David Rose – Wedbush Securities: Okay. And then if we may transition to the EIP business, if we exclude the reversal accrual for Walker, as I calculated the operating margins were actually down, they were 9.8%. So help me reconcile the commentary the business is improving when I look on an organic basis, it's declining if I'm not mistaken and the margin profile is worse than it was a year ago. What am I missing?

Well I don't think you're missing anything. In general these businesses are improving. They will have quarter by quarter some headwinds when it comes to revenue numbers. As I explained in France we have some headwinds because of that markets being weaker because last year the mayoral elections made that market strong. We have had other places in Europe where that's the case. In China we may have seen a quarter with lower activity. And this year actually our pole businesses in Australia have been slower than they used to be. So in view of that, looking at what we have done internally on cost and productivity, that's what's improving the businesses. And when you get a better macro environment and therefore better revenue opportunities, we'll see that flow to the bottom line. David Rose – Wedbush Securities: Okay, and then on Coatings, again if I adjust out the insurance benefit from the fire, margins were just about 17%. That's one of the lowest numbers since I think the first quarter of 2012, if I'm not mistaken. So is this a new normal for you? I guess if you think about sink prices and these levels and where Australia is, is this what we should be expecting at least for the next year or 6 months?

I don't necessarily think so. I think what happened this quarter, there was some spikes in sink prices probably because of all the uncertainty politically around the world. And we are usually doing a very good job of passing on sink pricing increases. But when they happen fast, there's going to be a delay. And I think we saw some of that in this quarter. I think we're going to continue to see some price on profitability in Australia but I don't think it's going to be worse than what we have now. And I think in North America, we're going to recover some of that profitability as we get the current sink prices into the marketplace. David Rose – Wedbush Securities: Okay that's helpful. And then last one, if I may, is you commented about capacity and the Texas plant that you were going to improve upon and consolidate. But the last conference call you said you were not going – you were pretty clear that you were not going to take out capacity, you were going to streamline operations. So one, did you do anything, did you start anything yet? And two, is the tone now that you need to take out capacity?

No this was a finishing plant, it was not a full-fledged plant. And we just decided that we could move the activities of that into our Brenham, Texas plant. So this was not a big move. But as you go forward, if we have opportunities to switch some of the capacity if we have more than what the market would require, we will switch some of that back to the large pole opportunities in traffic and lighting. David Rose – Wedbush Securities: Okay, thank you. That's helpful, I appreciate it.

Your next question will come from the line of Schon Williams with BB&T Capital Markets. Schon Williams – BB&T Capital Markets: Can we talk about the pricing environment in Irrigation? Is that still largely holding or has that started to move south at this point, can you talk about that – the pricing environment?

It is still lastly holding, which is the good news in Irrigation. And I would say when I look at next year, and if I'm concerned about something, it's not so much volume, we'll react to volume. But if we start losing the pricing discipline of the marketplace, I think that's going to have more of an effect. So far we have not seen that and that has been the good news. Schon Williams – BB&T Capital Markets: Okay and then obviously International has helped hold up that business the last 2 quarters, do you think that – can that continue over the next several quarters given some of the weakness that you've seen in North America and we've discussed where some of the economics are, do you think that International can continue to be a tailwind for this business?

It's a good question with not a clear answer. And this is the reason. First of all, on the good news side, on the positive side, our International businesses is very, very geographically diverse. And therefore you have a number of different drivers by country that drives those businesses. But you can't get away from the fact that commodity prices tend to be global. So if commodity prices stay down that's going to have a negative effect on those businesses worldwide including North America. But pocket by pocket, there are other reasons why some of the international markets may continue to strengthen. So it's a mixed picture and only time will show where that in the aggregate will continue to be a positive picture or maybe it will have some damper on it. But I don't think you're going to see the swings in International that you see in North America because of the geographic diversification. Schon Williams – BB&T Capital Markets: Are there any particular bright spots in International, can you talk about what you're seeing down in Latin America right now, or is it more broad based?

No I would say that in Latin America, Brazil continues to be a very strong market. Argentina is more difficult because of local political issues. In Southeast Asia, Australia, New Zealand continues very strong. Western Europe is kind of okay. Southern Africa is fine. And then you get into the more developing markets which are very dependent on projects and current access to capital and government issues. But the big established markets have been holding up very well. Schon Williams – BB&T Capital Markets: Great, that's helpful. And then one more if I may. We don't talk about the other segment much but the margins did back up on a sequential basis in the quarter. Can you talk about what was driving that? And then also maybe can you talk about – I know you have some ag customers in that segment, can you talk about what the dynamics are there in terms of demand and margin profile?

Well in the other segment, we have the tubing business which is somewhat dependent on the ag industry. And so far that has been holding up pretty well. Going into next year, we're in the middle of our AOP planning process, so we'll learn more about what our expectations are for next year. Otherwise in the other segment we don't have EMD anymore as they are now deconsolidated. And even though we took a charge this quarter because of the price of the stock on the Johannesburg stock exchange, we will expect to get more cash out of that business as it gets decommissioned over the next number of quarters. And again reminding everybody that when we bought Delta, and EMD was part of Delta, we did not put any economic value on South Africa. And yet we have received tens of millions of dollars in cash over the last 4 years from our 2 South African businesses. EMD we are still a minority holder and MMC we sold our interest about a year ago. And the Donhad business in Australia is not operating at quite the level it did last year, it's still doing fine with double-digit operating income. But it is somewhat affected by the weakening mining business. Schon Williams – BB&T Capital Markets: Okay and just so I'm crystal clear, in going forward you would be expecting that business to be returning back to mid-teens operating margins or low double digits is the base case moving forward?

You mean the other segment in total? Schon Williams – BB&T Capital Markets: Yes.

Well I think it's going to stay within a band of 10% to 15%. Schon Williams – BB&T Capital Markets: Okay, that's helpful, thank you.

[Operator Instructions] And our next question will come from the line of Jon Braatz with Kansas City Capital. Jon Braatz – Kansas City Capital Associates: A lot of the people I've spoken to have suggested that there's a lot of large transmission projects being keyed up for 2015, 2016. Do you see that, do you see a similar picture at this time? And then secondly, with regard to pricing in the Irrigation segment, I know it's generally been stable, but when you look back at periods when demand has been low, how much is pricing deteriorated in the past? If you can give us a little highlight on that, too. Thank you, Mogens.

Okay first on the Utility business, yes we see a number of large projects. Utilities, they probably have some flexibility as to when they move forward on these projects, it depends on financing and what rates they get from the regulators et cetera, et cetera. So being on the drawing board is one thing and the actual pulling the trigger is another thing. But there are lots of opportunities and lots of projects out there. Timing is still a question mark. Turning to the Irrigation business, as I said a few minutes ago, pricing discipline has stayed in place and large so far. And it is a concern if that would not stay so. To what extent pricing in the past has deteriorated in an environment of low demand, I can't give you a specific, it depends on how the industry players reacted at that particular time. So I won't be specific on that. But I hope that the industry will continue to stay disciplined. Jon Braatz – Kansas City Capital Associates: Thank you, Mogens.

Your next question will come from the line of Nathan Jones with Stifel. Nathan Jones – Stifel Nicolaus: Following up on that last question, your largest Irrigation competitor did say that typically it would be 300 to 500 basis points of price in a down cycle in Irrigation. Is that a reasonable range do you think?

I don't know. I hope not. Nathan Jones – Stifel Nicolaus: Okay. On the margin side, you guys have done a really good job over the last few years taking cost out of EIP. Are there opportunities for you to do the same thing at Utility or is it – I think it's a lot more highly skilled labor set that you have there that maybe it's not as easy to take costs out of utility as it was out of EIP, can you give us some color on that?

I think there are opportunities to take cost out of Utility also. I think that it comes in various forms. But if you are very busy, you may for instance buy steel from steel service centers where if you have a calmer environment, you will work with mills direct, the opportunity is there. There are opportunities in doing a better job of deciding which plant will get which project. So in other words, matching the projects to where it can be built the most efficiently. So I think there are many opportunities also in the utility business. You're right it's more of a homogenous product line but in many ways that should give opportunities to be even more successful. Nathan Jones – Stifel Nicolaus: Okay and one for Mark. With all the moving pieces on the refinancing, what should we be thinking about for interest expense in 2015?

I'll let mark answer that one.

Nathan if you think about the makeup of our long-term debt to date compared to this year. This year on the $450 million we had, the annual interest was about $30 million on cash interest on that. On the $750 million we've got out there, that'll be about $12 million higher on an annualized basis. And that's – Nathan Jones – Stifel Nicolaus: Is there any other non-cash stock that's going to run through there?

There's a little bit of stuff like premiums and discounts and so forth. But frankly that's not going to have much of an impact on an annualized basis. Nathan Jones – Stifel Nicolaus: Okay so $42 million that's the number we should be thinking of?

I'm sorry. Nathan Jones – Stifel Nicolaus: $42 million for next year is about the number we should be thinking of?

Yes, that's on that and plus we do have some interest in various places in some local markets where we have some money borrowed. So it would be a little higher than that, but that would certainly be the lion's share of the interest expense for next year. Nathan Jones – Stifel Nicolaus: Okay that's helpful, thank you.

And that will conclude the Q&A portion of today's call. Turn the call back over to you sir for closing remarks.

Thank you, Holly. This concludes our call and we thank you for joining us today. The message will be available for playback on the Internet or by phone for the next week. We look forward to speaking to you again next quarter. And at this time, Holly will read our forward-looking disclosure statement.