-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nx6yurYb72XzlCvOWPxe3++85kal3K46AQ/3X5Y8uRCEee0fVEymwkQTg0LI5inH 3cFY1eo/nIElv9DQ6/Okzg== 0000900440-06-000164.txt : 20061018 0000900440-06-000164.hdr.sgml : 20061018 20061017175413 ACCESSION NUMBER: 0000900440-06-000164 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061017 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20061018 DATE AS OF CHANGE: 20061017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALMONT INDUSTRIES INC CENTRAL INDEX KEY: 0000102729 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED STRUCTURAL METAL PRODUCTS [3440] IRS NUMBER: 470351813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31429 FILM NUMBER: 061149473 BUSINESS ADDRESS: STREET 1: PO BOX 358 STREET 2: HWY 275 CITY: VALLEY STATE: NE ZIP: 68064 BUSINESS PHONE: 4023592201 MAIL ADDRESS: STREET 1: P O BOX 358 - HIGHWAY 275 CITY: VALLEY STATE: NE ZIP: 68064-0358 FORMER COMPANY: FORMER CONFORMED NAME: VALLEY MANUFACTURING CO DATE OF NAME CHANGE: 19680822 8-K 1 vmi_8koct17.htm

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

 

October 17, 2006

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.

 

Valmont Industries, Inc. issued a press release on October 17, 2006 with earnings information on the company’s quarter ended September 30, 2006. The press release is furnished with this Form 8-K as Exhibit 99.1.

 


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: October 17, 2006

 

 

By: /s/ Terry J. McClain

 

Name: Terry J. McClain

 

Title: Senior Vice President and

 

Chief Financial Officer

 


EXHIBIT INDEX

 

 

Exhibit

Description

Page No.

 

 

 

99.1

Press release dated October 17, 2006.......................................

5

 

 

 

 

 

 

EX-99.1 2 vmi_releaseoct17.htm

 

 

 

 

Valmont Announces Third Quarter Results

 

Third Quarter Highlights:

 

Net earnings increased 48% on a 17% sales gain.

 

Operating income rose 32% representing 9.3% of sales.

 

Solid sales increases in all segments.

 

Strong international performance.

Omaha, NE - Valmont Industries, Inc. (NYSE: VMI), a leading global manufacturer of engineered support structures for infrastructure, mechanized irrigation equipment for agriculture, and a provider of coating services and tubular products, reported third quarter sales of $310.9 million compared with $265.9 million for the same period of 2005. Net earnings for the third quarter were $15.1 million, or 58 cents per diluted share, versus third quarter 2005 net earnings of $10.2 million, or 40 cents per diluted share. Net earnings for the quarter include one-time events of a $0.7 million after-tax gain from the sale of property and a $2.1 million after-tax charge arising from adjustments of inventory and receivable valuations at a Mexican joint-venture company in which Valmont owns a 49% interest.

For the first nine months of 2006, sales were $953.3 million versus $796.8 million in 2005. Valmont’s nine-month net earnings were $45.4 million, or $1.77 per diluted share, compared with 2005 nine-month net earnings of $27.5 million, or $1.09 per diluted share.

-more-

 


Third Quarter Review:

“We had solid sales growth in each of our segments,” said Mogens C. Bay, Valmont’s Chairman and Chief Executive Officer. “Utility Support Structures Segment results reflect the continued strong demand for steel and concrete transmission and distribution structures as utilities expand and upgrade the transmission grid. We are adding capacity to three existing facilities and acquiring the remaining 51% interest in our Mexican joint venture to support growth in the U.S. utility market.

“The Engineered Support Structures Segment benefited from increased penetration of our decorative poles in the commercial lighting market. We are leveraging our success in the decorative pole market in Europe by introducing popular European designs into North America. The European pole businesses continue to experience improved sales and operating income. Our factories in China remain busy, fueled by robust local demand for infrastructure products and strong export shipments.

“In the Irrigation Segment, increased sales reflect improved market conditions worldwide compared with last year’s third quarter. A dry growing season in North America highlights the benefit of mechanized irrigation, which ensures sufficient water application while conserving water use. Global concerns over water availability are driving the growth of our international irrigation business. Tubing Segment sales also increased, and this business continues to deliver strong results and excellent return on invested capital.

“The Coatings Segment turned in the largest percentage sales increase due to solid industrial demand for protective coatings and price increases necessary to keep up with rising zinc costs.

“Operating income as a percent of sales improved one percentage point over last year’s third quarter to 9.3%. We remain on track to add one full point in operating income percentage for the year.”

Third Quarter Summary - Infrastructure Markets:

Sales in the Engineered Support Structures Segment were $135.9 million, an increase of 8% from 2005 levels. Operating income increased 10% to $14.5 million and was 10.6% of sales. Increased profitability in the international pole businesses, combined with improved operating leverage in North American manufacturing facilities, drove the increase in operating income and more than offset disappointing profitability in specialty structures.

In North America, increased lighting and traffic product sales were driven by improved conditions in the commercial lighting market. Order rates and backlog increased for lighting and traffic products that serve the transportation market. Specialty structures had lower sales of wireless communication and sign structures products.

-more-

 


International sales of lighting and traffic products increased, driven by strong municipal spending in Europe. In China, sales of wireless communication products increased, as well as exports of utility structures. The new pole plant in southern China is operating well ahead of plan.

Utility Support Structures Segment sales increased 29% to $66.3 million compared with $51.3 million in 2005. Operating income rose 37% to $6.7 million compared with $4.9 million last year. Operating income as a percent of sales reached 10.1% compared with 9.5% in the third quarter of 2005.

Robust demand for utility support structures continues to drive sales. A combination of stronger spending by utilities to bolster the reliability of the electrical grid, and incentives in the 2005 energy bill are supporting this business. The hurricane seasons of 2004 and 2005 highlighted the need to “harden” utility infrastructure in hurricane-prone areas. Valmont’s steel, concrete, and steel/concrete hybrid poles offer the broadest range of structures for the utility market.

Coatings Segment sales of $29.9 million were 35% above last year’s $22.2 million third quarter sales, largely reflecting price increases to recover higher zinc costs. Operating income more than doubled to $5.9 million, or 19.8% of segment sales, compared with $2.6 million in the third quarter of 2005. The increase in profitability was also the result of increased volume and operating efficiencies. Included in results was a one-time pre-tax gain of $1.1 million on the sale of property held by one of the coatings facilities. The land sale and consolidation of facilities reflect ongoing cost reduction initiatives.

Third Quarter Summary - Agricultural Markets:

In the Irrigation Segment, third quarter sales improved 22% to $67.8 million compared with $55.5 million in 2005. North American irrigation equipment sales rose due to stronger demand resulting from hot, dry conditions during the growing season. International irrigation sales were boosted by projects and improved global market conditions. Operating income of $5.6 million was 15% above last year at 8.3% of sales. Inflation in materials and purchased components occurred faster than price increases to recover costs, resulting in operating income as a percentage of sales falling below last year’s 8.8%.

In the Tubing Segment, sales were 13% higher at $23.0 million. Demand was strong for grain handling equipment and certain industrial markets. Operating income increased only 2.3% to $3.8 million as a result of a change in sales mix.

-more-

 


Fourth Quarter Outlook:

Commenting on the outlook for the fourth quarter, Mr. Bay said, “We are expecting a one point improvement in operating income as a percent of sales on a modest revenue increase over last year’s record fourth quarter. The continuation of favorable market conditions in all of our businesses, and the improvements we are making to drive higher operating income as a percent of sales, should result in strong earnings comparisons for the quarter.”

 

An audio discussion of Valmont’s third quarter results by Mogens C. Bay, Chairman and Chief Executive Officer and Terry J. McClain, Senior Vice President and Chief Financial Officer, will be available live by telephone by dialing 1-877-493-2981 and entering Conference ID#: 3821440 or via the Internet at 8:00 a.m. October 18, 2006 CDT, by pointing browsers to: http://www.valmont.com/asp/investor_relations/ir6.asp. After the event you may listen by accessing the above link or by telephone. Dial 1-800-642-1687 or 706-645-9291, and enter the Conference ID#: 3821440 beginning October 18, 2006 at 10:00 a.m. CDT through 12:00 p.m. CDT on October 25, 2006.

 

Valmont is the global leader in designing and manufacturing poles, towers and structures for lighting and traffic, wireless communication and utility markets, and a provider of protective coating services. Valmont also leads the world in mechanized irrigation equipment for agriculture, enhancing food production while conserving and protecting natural water resources. In addition, Valmont produces a wide variety of tubing for commercial and industrial applications.

 

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 OPERATIONS

(Dollars in thousands, except per share amounts)

(unaudited)

 

 

 

 

 

Third Quarter

 

Year-to-Date

 

13 Weeks Ended

 

39 Weeks Ended

 

30-Sep-06

 

24-Sep-05

 

30-Sep-06

 

24-Sep-05

Net sales

$ 310,904

 

$ 265,942

 

$ 953,320

 

$ 796,817

Cost of sales

230,234

 

196,332

 

711,895

 

597,953

Gross profit

80,670

 

69,610

 

241,425

 

198,864

Selling, general and administrative expenses

51,651

 

47,579

 

158,920

 

139,520

Operating income

29,019

 

22,031

 

82,505

 

59,344

Other income (deductions)

 

 

 

 

 

 

 

Interest expense

(4,328)

 

(5,002)

 

(12,815)

 

(14,713)

Interest income

549

 

408

 

1,497

 

1,237

Miscellaneous

113

 

(462)

 

1,297

 

(577)

 

(3,666)

 

(5,056)

 

(10,021)

 

(14,053)

Earnings before income taxes, minority interest, and equity in earnings (losses) of non-consolidated subsidiaries

 

 

 

 

 

 

 

25,353

 

16,975

 

72,484

 

45,291

Income tax expense

7,495

 

6,459

 

23,660

 

16,728

Earnings before minority interest, equity in earnings (losses) of nonconsolidated subsidiaries

 

 

 

 

 

 

 

17,858

 

10,516

 

48,824

 

28,563

Minority interest

(393)

 

(480)

 

(902)

 

(1,142)

Earnings (losses) in nonconsolidated subsidiaries

(2,403)

 

170

 

(2,490)

 

38

Net earnings

$ 15,062

 

$ 10,206

 

$ 45,432

 

$ 27,459

 

 

 

 

 

 

 

 

Average shares outstanding (000's) - Basic

25,255

 

24,382

 

24,950

 

24,262

Earnings per share - Basic

$ 0.60

 

$ 0.42

 

$ 1.82

 

$ 1.13

 

 

 

 

 

 

 

 

Average shares outstanding (000's) - Diluted

25,893

 

25,380

 

25,723

 

25,197

Earnings per share - Diluted

$ 0.58

 

$ 0.40

 

$ 1.77

 

$ 1.09

 

 

 

 

 

 

 

 

Cash dividends per share

$ 0.095

 

$ 0.085

 

$ 0.275

 

$ 0.250

 

 

 

 

 

 

 

 

 

-more-

 

 

 

 

 

 

 


 

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(unaudited)

 

 

 

 

 

 

 

Third Quarter

 

Year to Date

 

13 Weeks Ended

 

39 Weeks Ended

 

30-Sep-06

 

24-Sep-05

 

30-Sep-06

 

24-Sep-05

 

 

 

 

 

 

 

 

Net sales

 

 

 

 

 

 

 

Engineered Support Structures

$ 135,917

 

$ 125,380

 

$ 393,832

 

$ 354,624

Utility Support Structures

66,340

 

51,298

 

208,806

 

153,239

Coatings

29,936

 

22,196

 

82,534

 

62,392

Infrastructure products

232,193

 

198,874

 

685,172

 

570,255

 

 

 

 

 

 

 

 

Irrigation

67,803

 

55,467

 

242,528

 

190,838

Tubing

22,997

 

20,386

 

70,134

 

65,196

Agriculture products

90,800

 

75,853

 

312,662

 

256,034

 

 

 

 

 

 

 

 

Other

4,328

 

4,558

 

13,398

 

14,007

Less: Intersegment sales

(16,417)

 

(13,343)

 

(57,912)

 

(43,479)

Total

$ 310,904

 

$ 265,942

 

$ 953,320

 

$ 796,817

 

 

 

 

 

 

 

 

Operating Income

 

 

 

 

 

 

 

Engineered Support Structures

$ 14,469

 

$ 13,160

 

$ 32,547

 

$ 29,492

Utility Support Structures

6,710

 

4,888

 

22,804

 

12,859

Coatings

5,917

 

2,584

 

13,180

 

5,458

Infrastructure products

27,096

 

20,632

 

68,531

 

47,809

 

 

 

 

 

 

 

 

Irrigation

5,583

 

4,870

 

27,867

 

19,614

Tubing

3,812

 

3,725

 

11,114

 

10,881

Agriculture products

9,395

 

8,595

 

38,981

 

30,495

 

 

 

 

 

 

 

 

Other

(373)

 

(532)

 

(1,438)

 

(1,948)

Corporate

(7,099)

 

(6,664)

 

(23,569)

 

(17,012)

Total

$ 29,019

 

$ 22,031

 

$ 82,505

 

$ 59,344

 

 

 

 

 

 

 

 

Valmont has aggregated its segments into five reportable segments organized on a worldwide product basis.

Engineered Support Structures: This segment consists of the manufacture of engineered metal structures and components for the lighting, traffic and wireless communication industries, and certain international utility businesses.

 


Utility Support Structures: This segment consists of the manufacture of engineered steel and concrete structures primarily for the North American utility industry.

Coatings: This segment consists of galvanizing, anodizing and powder coating services.

Irrigation: This segment consists of the manufacture of agricultural irrigation equipment and related parts and services.

Tubing: This segment consists of the manufacture of steel tubular products.

In addition to these five reportable segments, Valmont also has other businesses that individually are not more than 10% of consolidated net sales. These businesses, which include wind energy development, machine tool accessories and industrial fasteners, are reported in the "Other" category.

-more-

 


VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(unaudited)

 

 

 

 

 

 

 

 

 

30-Sep-06

 

 

24-Sep-05

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$ 55,249

 

 

$ 33,941

 

Accounts receivable, net

 

219,744

 

 

182,431

 

Inventories

 

176,160

 

 

164,070

 

Prepaid expenses

 

11,438

 

 

9,148

 

Refundable and deferred income taxes

 

18,723

 

 

12,840

 

Total current assets

 

481,314

 

 

402,430

 

Property, plant and equipment, net

 

189,806

 

 

207,375

 

Goodwill and other assets

 

200,065

 

 

198,214

 

 

 

$ 871,185

 

 

$ 808,019

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current installments of long-term debt

 

$ 18,254

 

 

$ 8,542

 

Notes payable to banks

 

8,708

 

 

5,214

 

Accounts payable

 

99,501

 

 

72,208

 

Accrued expenses

 

77,962

 

 

65,337

 

Dividend payable

 

2,430

 

 

2,086

 

Total current liabilities

 

206,855

 

 

153,387

 

Long-term debt, excluding current installments

 

205,882

 

 

255,211

 

Other long-term liabilities

 

72,511

 

 

79,520

 

Shareholders' equity

 

385,937

 

 

319,901

 

 

 

$ 871,185

 

 

$ 808,019

 

 

 

 

 

 

 

 

END

 

 

 

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