UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 8-K


CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934


July 22, 2015
Date of report (Date of earliest event reported)

Valmont Industries, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

1-31429
47-0351813
(Commission File Number)
(IRS Employer Identification No.)

One Valmont Plaza
 
Omaha, NE
68154
(Address of Principal Executive Offices)
(Zip Code)

(402) 963-1000
(Registrant’s Telephone Number, Including Area Code)


(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):

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

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

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

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

 
 

 

Item 2.02.  Results of Operations and Financial Condition.

The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Valmont Industries, Inc. issued a press release on July 22, 2015 announcing its financial results for the company’s quarter ended June 27, 2015.  The press release is furnished with this Form 8-K as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.
 
(d)
Exhibits.
99.1
Press Release dated July 22, 2015.

 
 

 


SIGNATURES

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 hereunto duly authorized.


 
Valmont Industries, Inc.
Date:  July 22, 2015
 
   
 
By:  /s/ Mark Jaksich
 
Name: Mark Jaksich
 
Title:   Chief Financial Officer
   


 
 

 

EXHIBITS


Exhibit No.
 
Description
99.1
 
Press Release dated July 22, 2015.







 



Valmont Announces Second Quarter 2015 Results
 
Highlights:
 
 
·  
Despite very difficult end market conditions, operating income as a percent of sales was 10.0%, excluding $14.3 million of pre-tax restructuring charges.
 
 
·  
Reduced global investment in oil, gas and mining infrastructure negatively affected results in the Engineered Infrastructure Products and Coatings Segments.
 
 
·  
Ongoing operational improvements in the Utility Support Structures Segment did not offset deleverage and the effects of price competitive markets.
 
 
·  
Irrigation Segment’s quality of earnings remained strong despite lower volumes, with operating income of 17%.
 
 
·  
Currency translation negatively affected sales and operating income by approximately $55 million and $5 million, respectively.
 
 
Omaha, NE - Valmont Industries, Inc. (NYSE: VMI), a leading global provider of engineered products and services for infrastructure and mechanized irrigation equipment for agriculture, reported second quarter sales of $682.1 million compared with $842.6 million for the same period of 2014. Second quarter 2015 operating income was $54.0 million ($68.3 million before restructuring charges), versus $104.8 million in 2014. Second quarter net income was $27.9 million versus $64.0 million in 2014, or $1.19 per diluted share compared to $2.38 in 2014. Excluding the effects of restructuring, second quarter earnings per diluted share were $1.61. (See Reg. G table on last page).
 
 
For the first six months of 2015, sales were $1,352.5 million versus $1,594.3 million in 2014. Valmont’s first-half net earnings were $58.6 million, or $2.47 per diluted share, compared with 2014 first-half net earnings of $120.0 million, or $4.46 per diluted share. Excluding the effects of restructuring, six-month earnings per diluted share were $2.89.
 

-more-

 
 

 

Second Quarter Review:

“Each of our segments continued to face challenging end-markets,” said Mogens C. Bay, Valmont’s Chairman and Chief Executive Officer. “In the Engineered Infrastructure Products Segment, reduced capital investments in oil, gas and mining negatively affected certain of our businesses. However, North American results improved aided by the Shakespeare acquisition and better lighting and traffic markets. In the Utility Support Structures Segment, lower volumes and competitive pricing substantially reduced results. Continued weakness in the Australian industrial economy adversely affected the Coatings segment. Global demand for our Irrigation products decreased as a result of lower net farm income resulting in reduced investments by farmers.
 “We have made significant progress on our previously announced restructuring. In North America, the Utility Support Structures Segment consolidated some production into lower cost operating sites, reducing the overall cost structure. In Australia, plant consolidations took place both in the Coatings and Engineered Infrastructure Products Segments. In Europe, we also reduced our cost structure. The total pre-tax cost of the above actions, plus other cost reductions was $14.3 million. Non-cash asset impairments were $9.3 million and cash charges were $5.0 million.
“Operating income was 8.0% of net sales. Excluding restructuring costs, operating income was 10.0% of net sales, compared with 12.4% in 2014.”


Second Quarter Segment Review:

Engineered Infrastructure Products Segment (37% of 2nd Quarter Sales)
Engineered structures and components for global lighting and traffic, wireless communication, roadway safety, offshore structures and access systems applications.
 
Second quarter sales were $261.1 million, a 14% decrease from 2014, of which currency translation contributed $29.3 million to the decline. The primary drivers of lower comparisons were in the offshore structures and access systems product lines.
 
In North America, sales of lighting and traffic products increased mainly due to the acquisition of Shakespeare, a composite structures manufacturer, in October, 2014. Wireless communication structure sales declined due to a slowdown in network investment by a large carrier.
 
In Europe, lighting and traffic structure sales rose in local currency due to the completion of a large project. Offshore structure sales were negatively impacted by customer delays in introducing new wind products, and deferred oil and gas investment.
 
In the Asia-Pacific region, growing investment in China’s 4G networks led to a significant sales increase in wireless communication structures. However, engineered access system sales declined due to lower oil and gas investment in the region and continued weakness in the Australian mining sector.
 

 
-more-
 

 
 

 

Operating income was $17.4 million, or 6.7% of segment sales. Excluding the restructuring costs, operating income as a percent of sales was 8.4% compared with 9.4% in 2014.
 
Utility Support Structures Segment (23% of 2nd Quarter Sales)
Steel and concrete structures for the global electric utility industry.
 
Sales of $163.0 million were 24% lower than 2014, due to a decline in North American volumes, significantly lower steel costs and competitive pricing pressure. International sales, while not significant, were unchanged from last year.
 
 
In North America, deferred transmission investment by several of our larger customers, and an increase of smaller structures in the sales mix led to reduced sales. Canadian transmission project activity slowed as oil investment declined.
 
Utility operating income declined to $10.4 million or 6.4% of segment sales. Excluding restructuring costs, operating income as a percent of sales was 7.9% compared with 12.4% in 2014. Ongoing operational improvements were more than offset by lower competitive pricing and volume. Current restructuring and cost reducing initiatives are expected to improve profitability.
 
Coatings Segment (11% of 2nd Quarter Sales)
Global galvanizing, painting and anodizing services.
 
Global Coatings Segment sales of $76.1 million were 11% lower than last year. Sales declined in Australia due to reduced mining and industrial activity. The restructuring actions in Australia focused on consolidation of facilities, reducing operating costs going forward. In North America both custom and internal irrigation and utility volumes declined.
 
Including restructuring costs of $4.8 million, operating income was $7.9 million, or 10.4% of net sales compared to last year’s $15.8 million. Excluding the effect of restructuring, operating income declined $3.2 million and was 16.6% compared with 18.6% in 2014.
 
 
Irrigation Segment (22% of 2nd Quarter Sales)
Agricultural irrigation equipment and related parts and services worldwide.

 
Irrigation Segment sales fell 30% to $153.8 million, due to a global decline in farm income and crop prices. Currency translation had a $12.6 million negative impact on sales.
 
 
In North America, declining sales reflect significantly reduced capital spending by farmers due to lower farm income. Additionally, a relatively wet spring meant lower operating time on irrigation equipment, reducing demand for aftermarket parts. Furthermore, sales of storm damaged equipment were substantially lower than last year’s unusually strong levels.
 
 
International sales declined in several markets, particularly Brazil, where sales fell below record 2014 levels. Investment in farm equipment in Brazil slowed, partly due to delays and uncertainty in government-sponsored financing programs. Currency translation had a negative impact on international results, in particular due to a significant devaluation of the Brazilian currency.
 
 
-more-
 
 
 
 

 
The quality of segment operating income remained solid at $25.8 million or 16.8% of sales due to effective cost management. Excluding the effect of restructuring, operating income was 17.0% compared with 18.9% in 2014.
 
 
Outlook:
 
 
“We do not expect the challenges we face in the external environment to abate in the near future,” said Mogens C. Bay, Valmont’s Chairman and Chief Executive Officer.
 
 
“Reduced global investment in oil and gas development, the weaker Australian economy, and foreign currency translation will lead to unfavorable second-half comparisons in the Engineered Infrastructure Products Segment.
 
 
“In the Utility Support Structures Segment, market conditions are not expected to change in the short-term. However, good progress has been made on our cost reduction and restructuring initiatives that will meaningfully reduce our overall cost structure going into next year.
 
 
“In the Coatings Segment, we currently do not expect a meaningful change in end market demand.  We will continue to press operational improvements and should benefit from the restructuring efforts to date.
 
 
“In the Irrigation Segment, we expect a significant unfavorable comparison in the third quarter absent the benefit of last year’s storm damage and reduced sales in Brazil.
 
 
“Given this outlook, we will continue to intensify our focus on operational improvements and cost reductions.  We are on schedule by year-end to complete many of the restructuring initiatives we announced in April. I am confident our restructuring efforts should lead to improved performance over time.”
 
 
“Despite the short-term challenges in our businesses, the long-term drivers of our businesses have not changed, underpinning our optimism and positive outlook for Valmont,” added Mr. Bay.
 
An audio discussion of Valmont’s second quarter results by Mogens C. Bay, Chairman and Chief Executive Officer, and Mark C. Jaksich, Executive Vice President and Chief Financial Officer, will be available live by telephone by dialing 1-877-493-2981 and entering Conference ID#: 66198011 or via the Internet at 8:00 a.m. CDT July 23, 2015, by pointing browsers to: https://engage.vevent.com/rt/valmontindustries_ao~072315.  After the event you may listen by accessing the above link or by telephone. Dial 1-855-859-2056 or 404-537-3406, and enter the Conference ID#: 66198011 beginning July 23, 2015 at 10:00 a.m. CDT through 12:00 p.m. CDT on July 30, 2015.

-more-

 
 

 

Valmont is a global leader, designing and manufacturing highly engineered products that support global infrastructure development and agricultural productivity. Its products for infrastructure serve highway, transportation, wireless communication, electric transmission, and industrial construction and energy markets. Its mechanized irrigation equipment for large scale agriculture improves farm productivity while conserving fresh water resources. In addition, Valmont provides coatings services that protect against corrosion and improve the service lives of steel and other metal products.

This release contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that management has made in light of experience in the industries in which Valmont operates, as well as management’s perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances. As you read and consider this release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond Valmont’s control) and assumptions. Although management believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Valmont’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include among other things, risk factors described from time to time in Valmont’s reports to the Securities and Exchange Commission, as well as future economic and market circumstances, industry conditions, company performance and financial results, operating efficiencies, availability and price of raw material, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments. The Company cautions that any forward-looking statement included in this press release is made as of the date of this press release and the Company does not undertake to update any forward-looking statement.

-more-

 
 

 



VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(Dollars in thousands, except per share amounts)
(unaudited)
                   
     
Second Quarter
 
Year-to-Date
     
13 Weeks Ended
 
26 Weeks Ended
     
27-Jun-15
 
28-Jun-14
 
27-Jun-15
 
28-Jun-14
Net sales
   
 $      682,123
 
 $     842,599
 
 $ 1,352,521
 
 $  1,594,339
Cost of sales
   
         512,575
 
        622,122
 
    1,017,519
 
     1,166,880
          Gross profit
   
         169,548
 
        220,477
 
       335,002
 
        427,459
Selling, general and administrative expenses
   
         115,548
 
        115,701
 
       223,319
 
        223,835
          Operating income
   
           54,000
 
        104,776
 
       111,683
 
        203,624
Other income (expense)
                 
     Interest expense
   
         (11,232)
 
           (8,304)
 
       (22,360)
 
         (16,501)
     Interest income
   
                616
 
            1,577
 
           1,490
 
            3,316
     Other
   
                (28)
 
            1,903
 
              988
 
           (3,909)
     
         (10,644)
 
           (4,824)
 
       (19,882)
 
         (17,094)
          Earnings before income taxes and equity in
   
           43,356
 
          99,952
 
         91,801
 
        186,530
          earnings of nonconsolidated subsidiaries
                 
Income tax expense
   
           13,917
 
          34,070
 
         30,855
 
          64,085
          Earnings before equity in earnings of
   
           29,439
 
          65,882
 
         60,946
 
        122,445
          nonconsolidated subsidiaries
                 
Equity in earnings of nonconsolidated subsidiaries
   
                    -
 
                (30)
 
                  -
 
                (30)
          Net earnings
   
           29,439
 
          65,852
 
         60,946
 
        122,415
Less:  Earnings attributable to non-controlling interests
   
           (1,566)
 
           (1,876)
 
         (2,334)
 
           (2,459)
          Net earnings attributable to Valmont Industries, Inc.
   
 $        27,873
 
 $       63,976
 
 $      58,612
 
 $     119,956
                   
                   
Average shares outstanding (000's) - Basic
   
           23,336
 
          26,623
 
         23,602
 
          26,669
Earnings per share - Basic
   
 $            1.19
 
 $           2.40
 
 $          2.48
 
 $           4.50
                   
Average shares outstanding (000's) - Diluted
   
           23,450
 
          26,856
 
         23,716
 
          26,903
Earnings per share - Diluted
   
 $            1.19
 
 $           2.38
 
 $          2.47
 
 $           4.46
                   
Cash dividends per share
   
 $          0.375
 
 $         0.375
 
 $        0.750
 
 $         0.625
                   
 
  -more-
 
 
 
 
           
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
SUMMARY OPERATING RESULTS
(Dollars in thousands)
(unaudited)
                   
     
Second Quarter
 
Year-to-Date
     
13 Weeks Ended
 
26 Weeks Ended
     
27-Jun-15
 
28-Jun-14
 
27-Jun-15
 
28-Jun-14
                   
Net sales
                 
     Engineered Infrastructure Products
   
 $      261,069
 
 $     304,352
 
 $    499,462
 
 $     532,814
     Utility Support Structures
   
         162,929
 
        213,030
 
       339,270
 
        427,757
     Coatings
   
           76,094
 
          85,157
 
       150,454
 
        167,328
        Infrastructure products
   
         500,092
 
        602,539
 
       989,186
 
     1,127,899
                   
     Irrigation
   
         153,821
 
        219,917
 
       308,297
 
        432,650
     Other
   
           50,404
 
          61,786
 
       104,262
 
        120,388
     Less: Intersegment sales
   
         (22,194)
 
         (41,643)
 
       (49,224)
 
         (86,598)
          Total
   
 $      682,123
 
 $     842,599
 
 $ 1,352,521
 
 $  1,594,339
                   
Operating Income
                 
     Engineered Infrastructure Products
   
 $        17,424
 
 $       28,625
 
 $      29,406
 
 $       42,334
     Utility Support Structures
   
           10,399
 
          26,375
 
         25,756
 
          59,132
     Coatings
   
             7,862
 
          15,820
 
         18,861
 
          29,706
        Infrastructure products
   
           35,685
 
          70,820
 
         74,023
 
        131,172
                   
     Irrigation
   
           25,814
 
          41,473
 
         50,116
 
          84,619
     Other
   
             6,273
 
            8,343
 
         12,871
 
          16,893
     Corporate
   
         (13,772)
 
         (15,860)
 
       (25,327)
 
         (29,060)
          Total
   
 $        54,000
 
 $     104,776
 
 $    111,683
 
 $     203,624
                   
                   
Valmont has aggregated its business segments into four reportable segments as follows.
         
                   
Engineered Infrastructure Products: This segment consists of the manufacture of engineered metal structures and components for global lighting and traffic, wireless communication, offshore, roadway safety and access systems applications.
                   
Utility Support Structures: This segment consists of the manufacture of engineered steel and concrete structures for the global utility industry.
                   
Coatings: This segment consists of global galvanizing, painting and anodizing services.
     
                   
Irrigation: This segment consists of the manufacture of agricultural irrigation equipment and related parts and services worldwide.
                   
In addition to these four reportable segments, Valmont also has other businesses that individually are not more than
   
10% of consolidated net sales. These businesses, which include the manufacture of forged steel grinding media, tubular products, and industrial fasteners, are reported in the "Other" category.
       
                   
   
-more-
 
 
 
           
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
   
CONDENSED CONSOLIDATED BALANCE SHEETS
   
(Dollars in thousands)
   
(unaudited)
   
                   
     
27-Jun-15
     
28-Jun-14
   
ASSETS
                 
Current assets:
                 
     Cash and cash equivalents
   
 $      317,523
     
 $    455,927
   
     Accounts receivable, net
   
         491,706
     
       543,608
   
     Inventories
   
         379,897
     
       381,943
   
     Prepaid expenses
   
           56,653
     
         66,916
   
     Refundable and deferred income taxes
   
           44,072
     
         71,334
   
          Total current assets
   
      1,289,851
     
    1,519,728
   
Property, plant and equipment, net
   
         570,977
     
       638,854
   
Goodwill and other assets
   
         706,564
     
       700,022
   
     
 $   2,567,392
     
 $ 2,858,604
   
                   
LIABILITIES AND SHAREHOLDERS' EQUITY
                 
Current liabilities:
                 
     Current installments of long-term debt
   
 $          1,096
     
 $           188
   
     Notes payable to banks
   
             7,914
     
         17,485
   
     Accounts payable
   
         186,421
     
       208,834
   
     Accrued expenses
   
         165,138
     
       186,996
   
     Dividend payable
   
             8,733
     
           9,930
   
          Total current liabilities
   
         369,302
     
       423,433
   
Long-term debt, excluding current installments
   
         765,272
     
       478,498
   
Other long-term liabilities
   
         292,225
     
       341,583
   
Shareholders' equity
   
      1,140,593
     
    1,615,090
   
     
 $   2,567,392
     
 $ 2,858,604
   
                   
   
-more-
 
 
           

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON REPORTED RESULTS
REGULATION G RECONCILIATION
(Dollars in thousands, except per share amounts)
(unaudited)
The non-GAAP tables below disclose the impact on (a) diluted earnings per share of (1) restructuring costs, and (2) the non-cash after-tax loss or gain associated with adjusting the fair value of Delta EMD Pty. Ltd (Delta EMD) shares owned to its quoted market price at June 27, 2015, and June 28, 2014,   (b) operating income of restructuring costs, and (c) segment operating income of restructuring costs. Amounts may be impacted by rounding. We believe it is useful when considering company performance for the non-GAAP adjusted net earnings and operating income to be taken into consideration by management and investors with the related reported GAAP measures.
                   
     
Second Quarter Ended June 27, 2015
 
Diluted earnings per share
 
Year-to-Date June 27, 2015
 
Diluted earnings per share
Net earnings attributable to Valmont Industries, Inc. - as reported
   
 $         27,873
 
 $            1.19
 
 $       58,612
 
 $            2.47
                   
Restructuring expenses - after tax
   
              9,828
 
               0.42
 
          10,324
 
               0.44
                   
Fair market value adjustment, Delta EMD - after-tax
   
                 167
 
               0.01
 
             (433)
 
             (0.02)
                   
Net earnings attributable to Valmont Industries, Inc. - Adjusted
   
 $         37,868
 
 $            1.61
 
 $       68,503
 
 $            2.89
Average shares outstanding (000's) - Diluted
       
           23,450
     
           23,716
                   
     
Second Quarter Ended June 28, 2014
 
Diluted earnings per share
 
Year-to-Date June 28, 2014
 
Diluted earnings per share
Net earnings attributable to Valmont Industries, Inc. - as reported
   
 $         63,976
 
 $            2.38
 
 $     119,956
 
 $            4.46
                   
Fair market value adjustment, Delta EMD - after-tax
   
                 115
 
               0.01
 
            3,501
 
               0.13
                   
Net earnings attributable to Valmont Industries, Inc. - Adjusted
   
 $         64,091
 
 $            2.39
 
 $     123,457
 
4.59
Average shares outstanding (000's) - Diluted
       
           26,856
     
           26,903
                   
Operating Income Reconciliation
   
Second Quarter Ended June 27, 2015
           
Operating income - as reported
   
 $         54,000
           
                   
Restructuring expenses - before tax
   
            14,270
           
                   
Adjusted Operating Income
   
 $         68,270
           
                   
Net Sales
   
          682,123
           
                   
Operating Income as a % of Sales
   
7.9%
           
                   
Adjusted Operating Income as a % of Sales
   
10.0%
           
                   
 
For the Second Quarter Ended June 27, 2015
Segment Operating Income Reconciliation
Engineered Infrastructure Products
 
Utility Support Structures
 
Coatings
 
Irrigation
 
Other/ Corporate
                   
Operating income - as reported
 $         17,424
 
 $         10,399
 
 $          7,862
 
 $       25,814
 
 $         (7,499)
                   
Restructuring expenses - before tax
             4,497
 
              2,455
 
             4,769
 
              349
 
             2,203
                   
Adjusted Operating Income
 $         21,921
 
 $         12,854
 
 $         12,631
 
 $       26,163
 
 $         (5,296)
                   
Net sales
          261,069
 
          162,929
 
           76,094
 
        153,821
   
                   
Operating Income as a % of Sales
                  6.7%
 
                  6.4%
 
               10.3%
 
              16.8%
 
NM
                   
Adjusted Operating Income as a % of Sales
                  8.4%
 
                  7.9%
 
               16.6%
 
              17.0%
 
NM
                   
                   
                   
                   
END


 
 

 

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