Ag Growth International Inc.

Ag Growth International Inc.

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Ag Growth International Inc. (AGGZF) Q3 2014 Earnings Call Transcript

Published at 2014-11-13 20:53:05
Executives
Gary Anderson - CEO Steve Sommerfeld - EVP and CFO Tim Close - SVP, Strategic Planning and Development
Analysts
Jacob Bout - CIBC World Markets Marc Robinson - Cormark Securities Greg Colman - National Bank Financial Christine Healy - Scotia Bank John Chu - AltaCorp Capital Damir Gunja - TD Securities Chris Damas - BCMI Research Spencer Churchill - Paradigm Capital Nelson Mah - Laurentian Bank Chris Currie - Goodwood Funds
Operator
Good morning, ladies and gentlemen. Welcome to the AGI’s Conference Call where management will review 2014 Third Quarter Financial Results and discuss the Westeel transaction. I would now like to turn the meeting over to Mr. Gary Anderson, President and CE of AGI. Please go ahead, Mr. Anderson.
Gary Anderson
Thank you, Valarie, and good morning, everyone. I appreciate your participation on such short notice. We me today here is Steve Sommerfeld, our CFO and EVP; and also Tim Close, our Senior Vice President of Strategic Development. We are delighted to be here; first to review our third quarter results and second, to talk about our agreement to acquire the Westeel Division of Vicwest. This is a historic development in the evolution of our company and we intend to review it with you in some detail. We’ll have a question period that would encompass both the Q3 and the Westeel acquisition at the conclusion of the presentation here. Please note that there is going to be posted slides, which should accompany our remarks for the Westeel transaction on our Web site www.aggrowth.com. So while we’re doing the Q3, that will give you time to find the slides on our Web site. So let’s go ahead and look at the Q3 results here. Very pleased to report record adjusted EBITDA for the fifth consecutive quarter. We are grateful for the exceptional efforts put forth by our employees to ensure that our customers and season demands were satisfied. Double-digit growth in our portable grain handling space substantiates our assertion that the primary driver for our business is crop volume rather than commodity prices. With back-to-back record corn harvest in the U.S. and resultant low post harvest dealer inventory, AGI can expect continued strong demand from its core market into 2015. International sales held up remarkably well given the crisis in Ukraine. Our team has done an outstanding job solidifying business in that region, while concurrently developing rapid growth in other parts of the world. Our international sales in the first 10 months of 2014 plus the order backlog at the end of October totaled at an impressive $123 million compared to $92 million at the same period last year. Our momentum in Latin America is reflected in these numbers. But at the end of October 2014, sales for the year plus outstanding backlog totaled $23.5 million compared to just $3.4 million a year ago. I’m also very pleased to say that the execution of our organic growth strategy in Brazil is officially underway. We are very fortunate to have attracted several highly experienced and respected industry players to form the nucleus of our Brazilian team. Our sales office in São Paulo opened November 1 and the quotation of commercial grain handling projects is underway. We look forward to our growth in Brazil leading to a much more diverse international profile. I think I’ll turn it over to Steve for some of the detail on the financials.
Steve Sommerfeld
Thanks, Gary. As mentioned, we are very pleased with our performance in Q3. I’ll provide a few brief comments right now and we’ll be pleased to provide more color on our Q3 results during the Q&A. In the quarter, trade sales increased to 118.8 million as a result of record sales in both Canada and the United States. Adjusted EBITDA increased to 26.7 million, up 11% over what was a very strong Q3 2013 comparative. Our record sales and adjusted EBITDA for the quarter was a result of several factors. First, the primary demand driver for AGI is the volume of grain grown and the expectation for another record crop in the U.S. has increased demand for potable grain handling equipment. Second, moderating and volatile commodity prices have encouraged higher levels of on-farm storage. This in turn increases demand for aeration and grain handling equipment. Third, the trends with higher volumes of grain and fluctuating commodity prices continued to drive demand for commercial handling equipment as grain handlers focus on capacity and efficiency. These drivers bode well for our performance over the next several quarters. With that, I will turn it back to Gary to discuss the segment of the day, the Westeel transaction.
Gary Anderson
Thank you, Steve. I’d ask that people turn to Slide 1 of our deck. I’ll give you a minute here if you like. The Westeel acquisition will add an iconic Canadian brand of grain storage to AGI’s already impressive stable of brands including Westeel, Hi Roller, Tramco and Batco to name a few. Westeel provides an expanded North American flat farm and complementary product offering to leverage growth around the world. New product categories like smoothwall bins and welded hopper cones are strategic additions to our western Canadian business and are complementary to the storm seed treater and Batco under bin conveyor products. As well, AGI’s catalogue includes accessories that readily fit with Westeel’s corrugated storage bins and in total about 40% of Westeel’s sales represent additions to AGI’s catalogue. Next slide I’ll ask you to note the forward-looking statements. We’ll turn to Slide 3 with the transaction overview. AGI’s Vicwest and Kingspan have entered into an arrangement agreement pursuant to which Kingspan, through an acquisition company, will acquire all of the issued and outstanding shares of Vicwest and AGI, through an acquisition company, will acquire the assets of Vicwest's Westeel Division. The transaction will be completed by way of a court-approved plan of arrangement and will be subject to customary closing conditions for a transaction of this nature, including regulatory approval and approval of Vicwest's shareholders. On Slide 4, we summarize the terms of the transaction. The purchase price is $210 million enterprise value plus excess cash and working capital adjustments. 2014 estimated pro forma adjusted EBITDA is $20 million, which works out to 10.5 times multiple prior to the below synergies. The transaction will be financed with a combination of debt and equity, we anticipate near-term annual synergies of approximately $5 million and we’ll provide significant accretion in the first full year before synergies and we expect to close in early Q1 2015. On Slide 5, purchase price will be financed by a combination of 45 million in equity, 45 million in convertible debentures, both bought deals, and 120 million in senior debt, which is fully committed. Turning to Slide 7, AGI’s vision is to become the global market leader in grain handling, storage and conditioning solutions. Since inception our strategy has been to grow our business both organically and through acquisitions focusing on expanding our catalogue to gain a greater share-of-wallet and on diversifying our geography to mitigate regional weather risk and optimize global market opportunities. While our track record of organic growth both new product and new market is substantial, our preference for catalogue expansion is always to acquire the market leader. These are the companies who have looked after their customers’ needs the best and in turn have been rewarded with exceptional brand loyalty. When it comes to grain storage in Canada, there is no question who customers turn to the most, it’s Westeel. On Slide 8, we have the highlights. This is a very highly strategic acquisition for AGI of Canada’s leading brand in grain storage. The new products complement and expand the development of our seed and fertilizer catalogue. It provides scale to compete against global players in pursuit of international growth. It achieves significant synergies and it generates immediate accretion for our AGI shareholders. Westeel has an impressive 110 years of brand loyalty that they’ve earned the right way and the hard way by providing – and we know that – by providing quality products and services and developing valuable customer relationships. On Slide 10, we show that Westeel is the clear Canadian leader. You can see their focus on western Canada and more recently their international footprint has strengthened in locations; Italy, Spain and India. The photos on the right-hand side, you can see their traditional corrugated bins and below the smoothwall bins which are very strategic to AGI. On Slide 11, Westeel strengthens our geographic balance. On a standalone basis, you can see that AGI is much larger in the U.S. and Westeel is much stronger in Canada. Pro forma combined, we will have 40% of our business in the U.S., 38% in Canada and 22% internationally. Slide 12, here is Westeel’s historic financials. On the left-hand side, you’ll see revenue growth reaching an estimated 202 million in 2014. On the right-hand side, you can see we have some strong upside potential. Their adjusted EBITDA and margin have suffered because of some one-time events. We will bring Westeel into a 100% agriculturally focused company. They will benefit from the involvement of our AGI team and subsequent synergies. So let’s take a closer look at the 2014 adjusted picture on Slide 13. In the chart on the right, we begin with the actual EBITDA of 17.7 million. We adjust this to add back Vicwest 3.7 million in corporate costs, which we in turn replace with AGI’s more modest 1.4 million to reach the total of 20 million adjusted EBITDA in 2014. Slide 14 demonstrates that Westeel is an excellent fit with AGI. First of all, AGI’s leading catalogue of portable and permanent grain handling equipment combined with Westeel’s leading catalogue of storage products including smoothwall bins, hopper cones and hopper bottom bins create a unique comprehensive catalogue for both on-farm and commercial markets. Similarly, AGI’s seed treatment and handling products complement Westeel’s smoothwall bins providing a complete solution for our customers’ seed and fertilizer needs. Slide 15 shows our combined geographies. Together we create an expanded North American platform to leverage new market development. This also has the effect of de-risking our emerging markets initiatives. Note AGI’s strength and market development in Central and Eastern Europe, Latin America, Australia and New Zealand, whereas Westeel is focused on Europe, the Middle East, North Africa and India. Slide 16, in terms of our North American growth opportunities, recent changes to the Canadian Wheat Board have opened opportunities for growers to store and market their own grain. Growth of seed and fertilizer storage is a trend operators use to manage their risk and investment in seed technology by Monsanto and Pioneer should lead to increased corn acres in Western Canada. On Slide 17, I should say we already have great momentum in international markets. The international grain storage deficit creates significant short and long-term growth. This acquisition provides scale to compete against large international players. A more robust catalogue enhances our ability to provide customers with complete storage and handling solutions and we will have a coordinated effort to leverage regional assets. On Slide 18, our demand drivers have not changed. Top left by far our biggest driver remains the volume of grain grown. On the top right, you’ll see that harvest conditions influence our in-season business. And below, internationally storage practices are far below North American standards. Similarly, there’s incredible infrastructure gap all the way from the ports through to the producers. This represents an enormous opportunity for AGI. Turning to Slide 19, I think which is where I often get into the most trouble in presentations if anyone has seen me in a presentation. It represents our entire M&A history and it’s all of good stories, and I realize we have a time-constraint this morning, so we have to get moving on this. But I do want to say that we understand how to successfully integrate leading brands and companies into our AGI family, and it’s an absolute pleasure to add Canada’s leader in grain storage Westeel to our company. And I also want to say that we’re not finished yet. On Slide 20, we’ll conclude with the transaction highlights. Westeel is a highly strategic acquisition with complementary products. It provides scale to compete globally, has significant synergies and is immediately accretive for AGI shareholders. Now Valarie, I think we can turn it back over to you so we can do the questions.
Operator
Thank you, Mr. Anderson. We will now take questions from the telephone lines. [Operator Instructions]. Our first question is from Jacob Bout of CIBC. Please go ahead. Jacob Bout - CIBC World Markets: I guess first of all congratulations on this deal.
Gary Anderson
Thanks, Jacob. Jacob Bout - CIBC World Markets: Maybe you can talk a little bit about the composition of synergies. You said immediately accretive 5 million in synergies and where do you think that goes to longer term? Clearly there is a pretty big opportunity where you’ve got best in class on the portable side and then on the bin side?
Steve Sommerfeld
Hi, Jacob. It’s Steve. I’ll take that one. So really there are sort of three areas of synergy that we’re thinking about. There is SG&A synergies and these will be the most near-term synergies. We have manufacturing synergies and there’s sales and marketing synergies. The $5 million number was one that we were quite comfortable throwing out. And we agree, once we get further into integration and have some time to develop and have a longer reaching plan, we expect we’ll find more than the 5 million that we put in the deck today. Jacob Bout - CIBC World Markets: And what are you thinking right now about your Twister?
Steve Sommerfeld
How are we thinking about Twister? Jacob Bout - CIBC World Markets: Yes.
Steve Sommerfeld
Twister is a great brand. Primarily that plant is used for international customers and it will be business as usual for folks out of Nobleford. Jacob Bout - CIBC World Markets: Okay. And then maybe just my last question here. For your international sales, what does this combination do for that and in particular into Brazil?
Gary Anderson
First and foremost, you can see that how complementary the geographies are. I mean it really is significant. And it helps de-risk some of those initiatives. So I will say that’s got to be one of the main impacts right away. We’ve done a very good job, our team has done a very good job in developing some of these areas, but they’re early in their development. And so it’s nice to have a much more North American base to leverage from when we go internationally, and it just gives us more options all the way around. Jacob Bout - CIBC World Markets: Okay. Thank you very much.
Gary Anderson
Thanks, Jacob.
Operator
Thank you. Our next question is from Marc Robinson with Cormark Securities. Please go ahead. Marc Robinson - Cormark Securities: Thanks. Congrats, guys, good for you.
Gary Anderson
Thanks, Marc. Marc Robinson - Cormark Securities: Just a quick question, pretty high level. Just curious why now? This has been sort of in the making – sorry not in the making but talked about for as long as I have followed the company. So I’m just curious why now?
Gary Anderson
I could give you all kinds of canned answers, but the reality is that it was available now; it really wasn’t other times but we had to go our own way for a while and never quit our desire to dance with the prettiest girl in the room, but we just had to wait around and wait for the right time. Marc Robinson - Cormark Securities: Okay, fair enough. Thanks.
Operator
Thank you. Our next question is from Greg Colman with National Bank Financial. Please go ahead. Greg Colman - National Bank Financial: Hi. Just a real quick one here and I’m sorry if this stuff is included elsewhere in your disclosure. I’m sure you understand we’re all kind of scrambling to get high on the details here. But I was wondering, Gary, if you could just jump in to your synergy assumptions in a little bit more detail? You talk about $5 million to next year. I know Jacob asked just kind of conservative versus aggressive and you think it’s a little conservative. But where are those synergies coming from? Is it on bulk purchase and savings? Is it on the revenue side? Is it on changing the way the manufacturing is done? Is it on closing down some facilities? And I’m just kind of grasping at straws here, but can you give us any detail?
Steve Sommerfeld
Sure. Great question, thanks. Hi, Greg. It’s Steve. I can provide a little more detail. First of all, it’s not to do with holding down anything. It’s business as usual. Both sides of Westeel and AGI are obviously performing in pretty high countries right now, so the synergies that we threw into that to get the 5 million, some of them are kind of duplication on the corporate level side, the pretty obvious things you can pick off there. On the manufacturing synergies, there are certain items that Ag Growth, for example, would purchase from a third party that is currently manufactured by Westeel and vice versa and there will be some savings there. Thirdly, on the sales side, the couple of ways that the complementary international geographies are helpful particularly where Westeel has a solid presence in a market where AGI really isn’t and we can now use our handling equipment along with their bins rather than them sourcing it from third parties. Obviously, we’ve gone and done a much deeper dive than that but as a high level, that’s a summary of we’re getting to the 5 million that we put in the deck. Greg Colman - National Bank Financial: Interesting. So that really comprises the majority of the synergies would be exactly what you just mentioned there?
Steve Sommerfeld
Those were old significant synergies, yes, that’s right. Greg Colman - National Bank Financial: Okay. That’s actually all I had, so thanks very much. And again, congratulations.
Gary Anderson
Thanks, Greg.
Operator
Thank you. Our next question is from Christine Healy with Scotia Bank. Please go ahead. Christine Healy - Scotia Bank: Hi. Good morning.
Gary Anderson
Good morning. Christine Healy - Scotia Bank: Just first question I guess, Gary, is can you talk about the capabilities that Vicwest plants have to meet your growing international sales, maybe what level their utilization rates are, what room there is to grow production?
Gary Anderson
I think they’re pretty busy right now but there’s definitely capacity available yet to us and that’s played into all of this as well. You know from our discussions before, we think that’s a pretty large international opportunity out there and we’ll need all the horsepower we can get over the long run here. Christine Healy - Scotia Bank: Okay. So basically with this acquisition, you don’t see any need to increase capacity on the grain storage side for quite some time then?
Gary Anderson
I think that’s – it’s hard to predict how fast we do things, but…
Steve Sommerfeld
No, I think that’s a fair assumption, Christine, it’s Steve again. There is a not too significant CapEx going on at the Westeel plant in Winnipeg right now and a lot of that has already been done and there’s a little more to do, not big numbers. So they’ve already take the steps to address what they see as a growing local market and growth overseas. So we also have some – there had been a headroom at our Twister facility for international business. Christine Healy - Scotia Bank: Okay. And then do you plan on rolling out your 10-man [ph] practices at the Vicwest facilities? Do you see opportunities in the lean manufacturing front there?
Gary Anderson
Yes, lean’s pretty core to our culture and when we do it, we do it from the ground up and would do it in a way that the employees at Westeel would embrace it. But there’s definitely a core practice that we’d like to follow with our lean. Christine Healy - Scotia Bank: Okay. And then just lastly I guess changing our topics here. Brazil, any update you can provide? I know it’s early days. You just opened your São Paulo facility there, but are things going well? Do you expect that you could still get your first order there in the first quarter of next year?
Tim Close
Hi, Christine. It’s Tim Close. As Gary I think mentioned in his preempt [ph] release, we opened our São Paulo sales office on November 1 and pretty much immediately brought on a couple of really talented guys that are from the industry and know our products very well. So they’re hitting the ground running and they’re out quoting and picking up on some of the groundwork already done by our international team from Winnipeg. So the quoting activity is solid, the port expansions in the pipeline in Brazil are really encouraging. And so everything is on track for us to gain some business down there in the near term. Christine Healy - Scotia Bank: Great. Thanks so much, guys.
Gary Anderson
Thanks, Christine.
Operator
Thank you. Our next question is from John Chu of AltaCorp Capital. Please go ahead. John Chu - AltaCorp Capital: Hi. Morning, everyone. Congratulations on that.
Gary Anderson
Thanks. John Chu - AltaCorp Capital: Got a few questions here. You mentioned in the commentary that Westeel is going to focus strictly on the ag side, so does that mean you’re going to divest anything related to fuel, liquid, water products that they have or that they were focusing on?
Steve Sommerfeld
Hi, John. It’s Steve. Maybe you misheard or we miss-communicated. We’re an ag focused company obviously but we’ve looked at all aspects of their business and we’re not discontinuing any other business lines. We’re comfortable with the management teams we have in place and the business has different business areas that they’re into and obviously with everything else we do, we access as we go along. But we’re not shutting anything down. John Chu - AltaCorp Capital: Okay. And then just you had some expansion plans for Hi Roller and Union Iron, just kind of curious where that’s at? Did that change anything with this transaction and how do we look at that going forward?
Gary Anderson
There’s no change to those plants, John. Both of those plants build high capacity commercial grain handling equipment. The Westeel transaction, if anything, will grow their business as we especially get more market – more business offshore. John Chu - AltaCorp Capital: That was a $30 million CapEx, so have you started that yet or is that – where is that?
Steve Sommerfeld
There was a couple of million dollars in Q3. We’re definitely putting the walls up now, so we still plan to be in the new facility throughout the middle of next year. John Chu - AltaCorp Capital: Okay. And is there any sort of a break fee on this transaction that you can talk about?
Gary Anderson
There are customary break fees involved in the transaction and in line with the shareholder vote that’s coming on the Vicwest side. John Chu - AltaCorp Capital: Okay. All right, that’s it from me. Thank you.
Gary Anderson
Thanks, John.
Operator
Thank you. Our next question is from Marc Robinson with Cormark Securities. Please go ahead. Marc Robinson - Cormark Securities: Thanks. Just a quick follow up here. In the international business for a few quarters you’ve had to outsource some of your manufacturing and give up some of the margin, and I’m wondering whether this in any way addresses any of those products that you weren’t manufacturing internally?
Gary Anderson
It’s mostly on the catalogue side the additions are mostly going to impact western Canada. Smoothwall bins, in particular, really open up our catalogue on our strategies toward the seed and fertilizer business. When we go offshore, aside from more capacity and more coordinated effort in regions, you’re looking at – there’s certainly some products they have I’m thinking just off the top, the commercial hopper, bottom bins that we outsource from various players in the U.S. right now. I can think of that off the top of my head. There’s probably a few things like that. But when it comes to the catalogue, primarily it’s going to impact what we do back home in here western Canada.
Steve Sommerfeld
That’s right. Gary got it right and there will be some third-party outsourcing when we’re offshore. There are certain products we don’t manufacturer today that we need to bundle in with our international projects. Marc Robinson - Cormark Securities: Okay. Thanks.
Gary Anderson
Thanks, Marc.
Operator
Thank you. The next question is from Damir Gunja from TD Securities. Please go ahead. Damir Gunja - TD Securities: Thanks. Good morning, guys.
Gary Anderson
Hi, Damir. Damir Gunja - TD Securities: Just wondered if you can give us even a preliminary view of how you’re feeling about international growth in 2015? Obviously, the RUK region has been a bit of a headwind here. But with the wrap up in your new markets, Latin America and with the addition of Westeel, do you guys see a potential return to a higher growth rate in '15?
Gary Anderson
I’m keen to answer the question but I’m going to hand it over to Steve so I don’t get in trouble. I’m very excited about – what gives me the most confidence is how our team has responded to the challenges this year and we continue to write business in a very difficult region with players, international grain traders that are certainly committed to that region and continue to invest in there. So we continue to write business in there. It was more difficult to get through if this was – I should say not if this was, if it hadn’t happen but when it gets resolved, there will be a lot more business over there. But we continue to do well and I’m very impressed with how we’ve been able to shift gears and really get the Latin American underway, which is also a very good business for us. So because of that, these guys are my superstars and so I think they’re going to do a lot of good things next year but maybe Steve – and of course now that we’ve got Brazil going and what Tim alluded to, we’ve got some very talented people on board in Brazil and they’re pretty keen. And so we’ll see what happens. I’ll now hand it over to Steve to bring you back down in terms of expectations immediately.
Steve Sommerfeld
Yes, I don’t have much to add, Damir, to what Gary said. South America is very exciting for us and growing. I think it’s important to note that even the last little while we are still writing new business in Ukraine. It’s primarily with the multinational grain handlers and the cash-type deals, the ECAs are certainly conservative on the country, but it hasn’t shut down the country. And the ag business within Ukraine is still very active and business plans of companies there haven’t changed. They’re still trying to grow and fill that infrastructure gap. So that’s a little different from the inside I think than it does from the outside looking in. So we are excited about '15. And certainly what Gary said, the political economic uncertainty does put a bit of a governor on what we might do next year. Damir Gunja - TD Securities: Okay. Thanks for the color.
Gary Anderson
Thanks, Damir.
Operator
Thank you. Our next question is from Chris Damas with BCMI Research. Please go ahead. Chris Damas - BCMI Research: Congratulations, and I’m sure Rob Stenson is pleased.
Gary Anderson
Thank you, Chris. It was certainly a target on his mind and I must say the last email that he and I exchanged in October four years ago was on this topic, so thank you for noting that. Chris Damas - BCMI Research: Great. Can I ask, Vicwest’s – the process was pretty vigorous. Was there a lot of people bidding on the assets or were they precluded by competition fears?
Gary Anderson
No, I believe there were a number of strategic players bidding on the assets on both sides, building products and on the ag piece. Chris Damas - BCMI Research: It seems that debt is going to up quite a bit and I have no doubt the strategic merit of the deal, but it’s going to go from 137 to about 300, so the leverage is about 2 to 1 on the deal. So have you done the credit metrics? Is this going to affect anybody’s view on your [indiscernible]?
Steve Sommerfeld
Hi, Chris. It’s Steve. Chris Damas - BCMI Research: Hi, Steve.
Steve Sommerfeld
Hi. You got the numbers right. We’re very comfortable at two times. I’m not sure if you and I talked about this in the past but that’s a metric we’re very comfortable with. We see a deleveraging scenario under this transaction and also the LTMs that we’re dealing with today we expect those to increase soon as a couple of off quarters from Vicwest or Westeel drop off of the LTM. So we’re very comfortable how we finance this deal, accretive to the shareholders and it certainly has no impact on dividends. Chris Damas - BCMI Research: Great. Just last one. What kind of moving equipment was on the Westeel bins and the belt conveyors, all that kind of stuff? They don’t make that, so is it going to be – are you going to put your equipment on? I mean there must be a lot of synergies in the sales area.
Gary Anderson
That’s exactly right. I referenced international when I answered a question earlier but it’s also – there’s commercial business in Canada as well that Westeel has to-date that we don’t participate in, so there is a synergy on having equipment certainly. Chris Damas - BCMI Research: Great. Anyway, congratulations. Wonderful deal and look forward to the future for you combined.
Gary Anderson
All right. Well, thanks, Chris.
Steve Sommerfeld
Thanks, Chris.
Operator
Thank you. Our next question is from Greg Colman with National Bank Financial. Please go ahead. Greg Colman - National Bank Financial: Hi, guys. Thanks for taking another one from me. Just quickly on – I mean on the regulatory side, in your presentation as you outlined at the beginning there’s a lot of standard commentary saying regulatory approval, et cetera, et cetera. Just wondering if any of that has to do with market share in Canada? Westeel obviously a massive part of Canadian market share, something like 60% and we think you’re probably around 8 to 10 putting the two together, it could be sizable in certain areas. I’m just wondering is there any questions or concerns about anticompetitive there having too much of the market under one roof or is it fractured enough if you consider the market even larger that there’s not really concerns there?
Gary Anderson
I’m going to start off and then hand off to Steve. Thanks for the question, Greg. First of all, since we are and we are a very small player but we’re very aware of what kind of competition is out there in Canada. And it’s a very competitive environment. A lot of the U.S. players are participating in Canada and there’s small regional players that are in there. First of all, it’s a very competitive market. There’s a lot of options for everybody to participate in. But what’s happened with Westeel is they do a very good job looking after the customers and so they’ve been able to have a successful market share as a result. But regarding regulatory, I’ll hand off to Steve.
Steve Sommerfeld
Gary made a number of important points. We’re required to file a premerger notification with the regulatory here, so we did a fair bit of homework and put a lot of work into that filing which hasn’t been made it. But it just confirmed really what we already knew in that. It’s a very competitive market. Our customers are distribution and farmers in Canada aren’t going to be disadvantaged from this transaction, and we feel very comfortable that we’ll get a favorable ruling from the regulators. Greg Colman - National Bank Financial: That’s great, Steve. And the pre-filing that you give, the heads up that you give to the regulators, do they offer any commentary back to you on that or is it very much a one-way for information?
Gary Anderson
Well, this is the first for me. My understanding is that they’ll come back with some questions, give us some time to answer those. So I guess the answer is yes. I think there’s a bit of a back and forth on it. I have never been through it before. Greg Colman - National Bank Financial: All right, great. Thank you for that color. I appreciate it. Then just one quick other one. When we look at the expansion in Eastern Europe, some of the activity happening Ukraine and elsewhere, was Westeel’s PTM division, the Italian company they bought last year, was that a key part of the decision for the purchase or just kind of a nice to have tag along that should allow you to get some distribution in Southern Europe as well?
Steve Sommerfeld
It’s helpful on the international, complement the geography you’re doing in Italy, I think that does help them when they’re focusing on Middle East and North Africa. It was a small piece of the overall transaction and the real jewel is Westeel Canada and that’s what attracted us to the deal. Greg Colman - National Bank Financial: All right, great. Thanks. That’s it for me.
Gary Anderson
All right. Thanks, Greg.
Operator
Thank you. Our next question is from John Chu of AltaCorp Capital. Please go ahead. John Chu - AltaCorp Capital: Hi. One last question here. You mentioned, I think it was to Marc, that you’re still using some third-party manufacturing. So I’m just curious, what parts from Westeel [ph] that you still have to outsource?
Gary Anderson
It can depend on the project, of course, but until very recently some of the larger commercial sweeps, we’re just upgrading our catalogue on that ourselves organically. Sometimes there’s a cleaning component to it, weighing components, things like that, it’s [indiscernible], but it’s just nicer for the customer if we look after that for them and roll it all into one deal. As we mentioned before, at times we’ll have these large commercial hopper bottoms. John Chu - AltaCorp Capital: Okay.
Operator
Thank you. Our next question is from Spencer Churchill with Paradigm. Please go ahead. Spencer Churchill - Paradigm Capital: Hi. Good morning, guys, and I’ll offer my congrats as well.
Gary Anderson
Thank you, Spencer. Spencer Churchill - Paradigm Capital: Maybe we haven’t had any questions on the quarter, so maybe I’ll fire a couple away there. Obviously very strong margins in the quarter-over-quarter and year-over-year, maybe if you can just comment a bit there. Is that more international revenue is falling off a little bit and North America being stronger? And then I guess as we look forward with the integration of Westeel, the expectation here is we do see a bit of lowering in that and have EBITDA for Westeel. Maybe you should comment on what the gross margins there look like?
Steve Sommerfeld
Sure. Spencer, it’s Steve. I’ll get down here if you don’t mind. Maybe I’ll answer your second question first on the Westeel piece. So there our LTM margin certainly has gone down due to a couple of one-time event in Q4 '13 and Q1 '14. Through our due diligence, we became quite comfortable with those one-time events. If you go back further in Westeel’s history, you’ll see that they’re capable of operating on a gross margin basis in that 25% to mid-20% range. We’re quite comfortable that that’s sort of a run rate for them, so once Westeel returns to those sort of margins compared to where AGI operates today, around 30% generally, that’s the sort of amount I think you need to do when you’re modeling forward how Westeel impacts us. As far as our margins in Q3, you’re right. I think I’ll flip it around a little bit to say that quarter-over-quarter – even Q3 '13 was an exceptional quarter. In Q3 of '14 our portable business did exceed the prior quarter, which did help margins. There’s other things. The U.S. dollar certainly helped. Some of this was offset year-over-year by higher steel prices. I think you need to keep all those things in the mix. I just want to throw it again. International business, the margins on that business per product are no different really than what we achieved in North America. There was a product mix component to it, but we’re not discounting to see offshore. And you have to remind some listeners sometimes that that’s the case. Spencer Churchill - Paradigm Capital: I guess I was just – the comment was more on the fact that generally your offshore products, even though they’re not discounted, the lower margin portable or the lower margin storage accounts for a greater percentage than it would in North America?
Steve Sommerfeld
Yes, you bet. Spencer Churchill - Paradigm Capital: Okay. And then just maybe on the international business. Obviously, a big jump Q2 to Q3 from RUK. I think you mentioned and I apologize, I haven’t been able to look through the full MD&A, but you did mention earlier that you were hoping to significantly exceed revenue from international 2014 over 2013. Do you still think that that’s possible given some of the delays that you’ve seen in Ukraine?
Gary Anderson
I’m not sure how we worded it in Q2. I don’t think we worded it quite that strongly. The one big project that we have in Ukraine today – we have several projects but the large one we kind of talk to you more often than others is the port facility. That one has experienced some delays. We’re quite confident actually that it’s going to get back on track soon and it’s almost too bad that we can’t announce that today. But we feel good about that. We also have, as we talked earlier on this call, we closed two nice projects in the last month, both again to multinationals. Some of that will be '14 business but again a lot of it will be '15. So when you’re thinking about international sales in 2014 to '13, I think that some of the deferral – the pushback into '15 will make it difficult for us to achieve '14 levels but we will enter '15 with a much stronger order backlog than we did last year. Spencer Churchill - Paradigm Capital: Okay, perfect. Thanks, guys.
Gary Anderson
Thanks, Spencer.
Operator
Thank you. Our next question is from Nelson Mah with Laurentian Bank. Please go ahead. Nelson Mah - Laurentian Bank: Hi. I’m sorry if you guys went over this. I guess going forward, will we see I guess a bump up in G&A as you close the deal and something like one term charges going through as everything gets consolidated?
Gary Anderson
I don’t think you’ll see a bump up in SG&A. They have a deeper management team as do we. You’re going to see some weird things going through our income statement due to IFRS with transaction costs and those sorts of things, but we’ll be sure to identify those so it’s clear what our operating metrics really are. Nelson Mah - Laurentian Bank: Okay, got it. And can you guys talk about Twister, whether you’re going to keep her or not?
Steve Sommerfeld
Absolutely, we’ll keep Twister. This business is operating at high performance levels today and the international business that supports us is very important to our overall strategy. I mean both business, like Gary said, the complementary aspect to these product lines just a nice step and we will continue to run both of them at a high capacity. Nelson Mah - Laurentian Bank: Okay. Thank you.
Gary Anderson
Thanks, Nelson.
Operator
Thank you. Our next question is from Chris Currie with Goodwood Funds. Please go ahead. Chris Currie - Goodwood Funds: Thank you. Good morning. I have a question that sort of shows how out of touch I am with the Vicwest business, but a while back they were always saying that they had this huge international opportunity but they felt that they needed a joint venture partner to be able to attack it properly. And I’m just wondering if they ever went down that road and that’s something that you had to – what your thoughts are on that or whether you guys are in fact the joint venture partner that they seem to feel that they needed?
Steve Sommerfeld
It’s Steve again. We’re not the joint venture partner. Westeel did reach out to certain – an engineering company, for example, and that was based in Dubai, their relationship with some engineering support and sales in Mumbai, India and a sales office in Spain. But we see a lot of the deals that they see internationally. I don’t believe they’re down – I shouldn’t say it that way. They’re not down the path on a large deal with a JV partner. Our international business is complementary with theirs and they’ll leverage PTM and our international presence already and we’ll continue to pursue the same sorts of deals that both of these companies have been pursuing. Chris Currie - Goodwood Funds: Okay, fair enough. Thanks.
Gary Anderson
Thanks, Chris.
Operator
Thank you. [Operator Instructions]. Our next question is from Damir Gunja with TD Securities. Please go ahead. Damir Gunja - TD Securities: Thanks. Just a final follow up from me. On steel, I guess obviously it’s been coming off. Have you done any pre-buying for next or any comments you can give, Steve, on the steel front and how that might factor into the outlook?
Steve Sommerfeld
We’re just getting into it now.
Gary Anderson
Yes. Actually some of our guys on the portable side were at an industry convention that was in Las Vegas, so the time zone differences, but there are over there working with customers and back here back and forth trying to nail down our steel buys. So it’s underway. Damir Gunja - TD Securities: I guess on a year-over-year comp, it’s probably look pretty good.
Steve Sommerfeld
Yes, that’s right. As you know, moderated from the highs that we saw earlier in the year and late last year. So when we get into '15, I think generally we should have a favorable year-over-year comparison. Damir Gunja - TD Securities: Okay. Thanks.
Gary Anderson
Thanks.
Operator
Thank you. There are no further questions registered at this time. I would like to turn the meeting back over to Mr. Anderson.
Gary Anderson
Thanks, Valarie. Again, thanks everybody for getting on the line pretty fast here. Just in closing I’d really like to acknowledge the efforts of all the transaction teams and their advisors who have worked diligently to get this deal announced. There was fairly complicated set of discussions with three parties and all of that and it took a lot of effort and in particular I’d like to commend Colin and his team over at Vicwest and their Board of Directors, really appreciate the post they took to this and we really are proud to make our family home to Westeel here. Now, there’s going to be a lot to do. I guess the real work kind of begins now and we look forward to updating everybody as we progress here. So, thanks again for your participation today and hopefully you still have time to get over to your Remembrance Day celebrations. Thank you.
Operator
Thank you, gentlemen. The conference has now ended. Please disconnect your lines at this time and we thank you for your participation.