VAL Valaris Limited

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

 

 

FORM 8-K

 

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of The Securities Act of 1934 

 

Date of Report (Date of earliest event reported): August 25, 2015  

 

 

THE VALSPAR CORPORATION 

(Exact name of registrant as specified in its charter) 

Delaware	1-3011	36-2443580
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1101 South 3rd Street, Minneapolis, Minnesota	55415
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (612) 851-7000 

 

Not Applicable 

(Former name or former address, if changed since last report) 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 

 

☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

 

☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

 

☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

 

☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01.		Regulation FD Disclosure.
		Supplemental slide presentation to accompany Valspar’s third quarter fiscal 2015 earnings conference call.
Item 9.01		Financial Statements and Exhibits.
(d)		Exhibits
		99.1	Supplemental slide presentation to accompany Valspar’s third quarter fiscal 2015 earnings conference call.

 

SIGNATURE 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 

 

	THE VALSPAR CORPORATION
Dated: August 25, 2015	/s/ Rolf Engh
	Name:  Rolf Engh
	Title:    Secretary

 

 

EXHIBIT INDEX 

Exhibit No.		Description
99.1		Supplemental slide presentation to accompany Valspar’s third quarter fiscal 2015 earnings conference call.

 

 

Exhibit 99.1

 

 

Safe Harbor This discussion contains certain statements which constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Forward-looking statements are based on management's current expectations, estimates, assumptions and beliefs about future events, conditions and financial performance. Forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside our control and could cause actual results to differ materially from such statements. Any statement that is not historical in nature is a forward-looking statement. We may identify forward-looking statements with words and phrases such as "expects," "projects," "estimates," "anticipates," "believes," "could," "may," "will," "plans to," "intends," "should" and similar expressions. These risks, uncertainties and other factors include, but are not limited to, deterioration in general economic conditions, both domestic and international, that may adversely affect our business; fluctuations in availability and prices of raw materials, including raw material shortages and other supply chain disruptions, and the inability to pass along or delays in passing along raw material cost increases to our customers; dependence of internal sales and earnings growth on business cycles affecting our customers and growth in the domestic and international coatings industry; market share loss to, and pricing or margin pressure from, larger competitors with greater financial resources; significant indebtedness that restricts the use of cash flow from operations for acquisitions and other investments; dependence on acquisitions for growth, and risks related to future acquisitions, including adverse changes in the results of acquired businesses, the assumption of unforeseen liabilities and disruptions resulting from the integration of acquisitions; risks and uncertainties associated with operating in foreign markets, including achievement of profitable growth in developing markets; impact of fluctuations in foreign currency exchange rates on our financial results; loss of business with key customers; damage to our reputation and business resulting from product claims or recalls, litigation, customer perception and other matters; our ability to respond to technology changes and to protect our technology; possible interruption, failure or compromise of the information systems we use to operate our business; changes in governmental regulation, including more stringent environmental, health and safety regulations; our reliance on the efforts of vendors, government agencies, utilities and other third parties to achieve adequate compliance and avoid disruption of our business; unusual weather conditions adversely affecting sales; changes in accounting policies and standards and taxation requirements such as new tax laws or revised tax law interpretations; the nature, cost and outcome of pending and future litigation and other legal proceedings; and civil unrest and the outbreak of war and other significant national and international events. We undertake no obligation to subsequently revise any forward-looking statement to reflect new information, events or circumstances after the date of such statement, except as required by law. Additional Information: Investor Contact: More about Valspar and copies of recent SEC filings can be Bill Seymour, VP Finance and Investor Relations found at: william.seymour@valspar.com www.valspar.com 612-656-1328 August 25, 2015

 

3Q:F15 Highlights Delivered solid results despite tough comparisons to last year and currency impacts Adjusted earnings per diluted share up 10% year-over-year Adjusted EBIT up 6% year-over-year Coatings sales flat in local currency Paints sales down 3% in local currency, driven by expected volume decline in North America F2015 EPS (as adjusted) guidance updated to the range of $4.55 to $4.65 from the previous range of $4.45 to $4.65 August 25, 2015

 

Historical Volume Trends (ex-acquis.) Volume Growth vs. Prior Year 10% 9% 9% 8% 7% 7% 7% 5% 5% 3% 1% -2% -3% -7% -12% 3Q:14 4Q:14 1Q:15 2Q:15 3Q:15 Total Valspar Coatings Segment Paints Segment August 25, 2015

 

Total Company Financial Summary 3Q:F15 as Adjusted* $ million, except for EPS and share count 3Q:F15 3Q:F14 Sales 1,149.1 1,229.3 (80.2) Growth (6.5%) Gross Profit 415.6 420.0 (4.4) Gross margin (%) 36.2% 34.2% +200 bps EBIT 174.1 164.4 +9.7 EBIT margin (%) 15.2% 13.4% +180 bps EBITDA 196.7 186.0 +10.7 Tax Rate 28.2% 30.2% Avrg. shares, diluted 82.00mn 85.48mn (3.48mn) EPS diluted $1.33/sh $1.21/sh +0.12/sh Consolidated Sales comparison 3Q:F15 vs. 3Q:F14 Volume Price/Mix FX Acquis./Divest Total Sales (2%) (1%) (5%) +2% (7%) *Non-GAAP measure. Please refer to the Reconciliation of non-GAAP Measures slide Numbers subject to rounding (may not add) Parenthesis indicates negative August 25, 2015

 

Coatings Segment Financial Summary 3Q:F15 as Adjusted* $ million 3Q:F15 3Q:F14 Sales 640.2 684.6 (44.4) Growth (6.5%) EBIT 119.9 122.0 (2.1) EBIT margin (%) 18.7% 17.8% +90 bps Coatings Sales comparison 3Q:F15 vs. 3Q:F14 Volume Price/Mix FX Acquis. Total Sales +1% (1%) (7%) - (6%) *Non-GAAP measure. Please refer to the Reconciliation of non-GAAP Measures slide Numbers subject to rounding (may not add) Strong growth in General Industrial, driven by new business wins in Asia and modest volume improvement in North America and Europe. Packaging grew strongly in Asia and Latin America. Further growth in non-BPA in North America and Europe. EBIT margin increased 90 bps primarily due to productivity initiatives and cost/price. Product Line Performance 3Q:F15 vs. 3Q:F14 Volume Sales (ex-FX) Packaging flat flat General Industrial +HSD +MSD Coil +LSD +LSD Wood flat (LSD) Legend: LSD low single digit % yoy change MSD mid single digit % yoy change HSD high single digit % yoy change DD double digit % yoy change August 25, 2015

 

Paints Segment Financial Summary 3Q:F15 as Adjusted* $ million 3Q:F15 3Q:F14 Sales 443.8 479.6 (35.7) Growth (7.5%) EBIT 51.7 43.7 +8.0 EBIT margin (%) 11.7% 9.1% +260 bps Paints Sales comparison 3Q:F15 vs. 3Q:F14 Volume Price/Mix FX Acquis. Total Sales (7%) (3%) (4%) +6% (7%) Note: Paints segment includes Auto Refinish business *Non-GAAP measure. Please refer to the Reconciliation of non-GAAP Measures slide Numbers subject to rounding (may not add) Parenthesis indicates negative Volume growth in all international regions. North American volume was negatively affected by the previously disclosed product line adjustment. EBIT margin increased 260 bps drive by productivity initiatives, lower OpEx and improved cost/price. Product Line Performance 3Q:F15 vs. 3Q:F14 Volume** Sales, (ex-FX)** North America (HSD) (MSD) Asia +LSD (HSD) Australia flat flat **Volume and Sales include Quest acquisition Legend: LSD low single digit % yoy change MSD mid single digit % yoy change HSD high single digit % yoy change DD double digit % yoy change August 25, 2015

 

Non-GAAP Financial Measures The following information provides reconciliations of non-GAAP financial measures from operations presented in the accompanying news release to the most comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the U.S. ("GAAP"). The company has provided non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in the accompanying news release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the news release. The non-GAAP financial measures in the accompanying news release may differ from similar measures used by other companies. The following tables reconcile gross profit, operating expense, earnings before interest and taxes (EBIT), net income, net income per common share - diluted, and diluted earnings per share (EPS) guidance for the periods presented (GAAP financial measures) to adjusted gross profit, adjusted operating expense, adjusted earnings before interest and taxes (EBIT), adjusted net income, adjusted net income per common share - diluted, and adjusted diluted earnings per share (EPS) guidance (non-GAAP financial measures) for the periods presented. August 25, 2015

 

Reconciliation of non-GAAP Financial Measures Three Months Ended Three Months Ended July 31, 2015 July 25, 20141 Dollars % of Net Sales Dollars % of Net Sales Coatings Segment Earnings Before Interest and Taxes (EBIT) $ 117,311 18.3% $ 114,874 16.8% Restructuring Charges - Cost of Sales 825 0.1% 2,776 0.4% Restructuring Charges - Operating Expense 1,775 0.3% 4,369 0.6% Adjusted EBIT $ 119,911 18.7% $ 122,019 17.8% Paints Segment EBIT $ 45,897 10.3% $ 43,224 9.0% Restructuring Charges - Cost of Sales 494 0.1% 499 0.1% Acquisition-related Charges - Cost of Sales 2,952 0.7% 0.0% Restructuring Charges - Operating Expense 1,505 0.3% (19) (0.0%) Acquisition-related Charges - Operating Expense 892 0.2% 0.0% Adjusted EBIT $ 51,740 11.7% $ 43,704 9.1% Other and Administrative EBIT $ 2,450 3.8% $ (1,381) (2.1%) Restructuring Charges - Cost of Sales 0.0% 27 0.0% Restructuring Charges - Operating Expense 0.0% 1 0.0% Adjusted EBIT $ 2,450 3.8% $ (1,353) (2.1%) Total Gross Profit $ 411,283 35.8% $ 416,692 33.9% Restructuring Charges - Cost of Sales 1,319 0.1% 3,302 0.3% Acquisition-related Charges - Cost of Sales 2,952 0.3% 0.0% Adjusted Gross Profit $ 415,554 36.2% $ 419,994 34.2% Operating Expenses $ 245,555 21.4% $ 258,163 21.0% Restructuring Charges - Operating Expense (3,280) (0.3%) (4,351) (0.4%) Acquisition-related Charges - Operating Expense (892) (0.1%) 0.0% Adjusted Operating Expenses $ 241,383 21.0% $ 253,812 20.6% EBIT $ 165,658 14.4% $ 156,717 12.7% Restructuring Charges - Total 4,599 0.4% 7,653 0.6% Acquisition-related Charges - Total 3,844 0.3% 0.0% Adjusted EBIT $ 174,101 15.2% $ 164,370 13.4% Net Income $ 102,862 $ 97,833 After Tax Restructuring Charges - Total 3,202 5,616 After Tax Acquisition-related Charges - Total 2,712 Adjusted Net Income $ 108,776 $ 103,449 Net Income per Common Share - diluted $ 1.25 $ 1.14 After Tax Restructuring Charges - Total 0.04 0.07 After Tax Acquisition-related Charges - Total 0.03 Adjusted Net Income per Common Share - diluted 2 $ 1.33 $ 1.21 1 Certain amounts in the 2014 financial statements have been reclassified to conform to the 2015 presentation. In the first quarter of 2015, we changed our policy and now classify freight costs on shipments to customers as cost of sales. Previously these costs were recorded as a deduction from net sales. Reclassifications had no effect on net income (loss), cash flows or stockholders' equity as previously reported. 2 The data in this schedule has been intentionally rounded to the nearest $0.01 and, therefore, may not sum. August 25, 2015 9