1-31429
|
47-0351813
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
One Valmont Plaza
|
|
Omaha, NE
|
68154
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
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))
|
(d)
|
Exhibits.
|
99.1
|
Press Release dated October 21, 2015.
|
Valmont Industries, Inc.
|
|
Date: October 21, 2015
|
|
By: /s/ Mark Jaksich
|
|
Name: Mark Jaksich
|
|
Title: Chief Financial Officer
|
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release dated October 21, 2015.
|
News Release
|
For Immediate Release
|
Contact: Jeff Laudin
|
October 21, 2015
|
Phone: 402-963-1158
|
|
Fax: 402-963-1198
|
|
·
|
GAAP diluted EPS were $0.52 compared with $0.92 in 2014. Adjusted diluted EPS, before restructuring and impairment charges, were $1.39, as compared with $1.92 in 2014 before refinancing charges.
|
·
|
Revenues of $633 million were down 17% from 2014 with foreign exchange representing about half of the decline.
|
·
|
Operating income was $37 million ($61.0 million before charges); foreign exchange impact was $(6.0) million year-over-year. Operating income was 5.9% of net sales. Excluding restructuring and impairment charges, operating income was 9.6% of net sales, compared with 11.5% in 2014.
|
·
|
The previously announced restructuring initiative is proceeding as planned with overhead reductions, plant consolidations and other cost actions on track. Completion of most activities is expected by year-end; estimated annualized benefit has increased to $30 million from $19 million.
|
·
|
$8.8 million of pre-tax restructuring expense was recognized during the quarter. In addition, the annual impairment testing of trade names and goodwill resulted in pre-tax impairment charges of $15.2 million.
|
·
|
Repurchased 247,000 of Company shares during quarter for $27.2 million.
|
·
|
Completed acquisition of American Galvanizing on September 30.
|
Summarized Financial Info.
|
Third Quarter
|
Year-to-Date
|
|||||
13 Weeks Ended
|
39 Weeks Ended
|
||||||
($ in thousands, except per share data)
|
26-Sep-15
|
27-Sep-14
|
26-Sep-15
|
27-Sep-14
|
|||
Net Sales
|
$ 632,575
|
$ 765,668
|
$1,985,096
|
$2,360,007
|
|||
Operating Income - GAAP
|
37,012
|
87,803
|
148,695
|
291,427
|
|||
Operating Income - Adjusted *
|
61,012
|
87,803
|
187,738
|
291,427
|
|||
Net Earnings - GAAP
|
12,066
|
23,559
|
70,678
|
143,515
|
|||
Net Earnings - Adjusted *
|
32,176
|
49,088
|
100,678
|
172,545
|
|||
Diluted EPS - GAAP Earnings
|
$ 0.52
|
$ 0.92
|
$ 3.00
|
$ 5.43
|
|||
Diluted EPS - Adjusted Earnings *
|
$ 1.39
|
$ 1.92
|
$ 4.28
|
$ 6.53
|
|||
Average Shares Outstanding - Diluted
|
23,170
|
25,513
|
23,534
|
26,439
|
|||
* Please see Reg. G reconciliation table on last page.
|
|||||||
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
|
|||||||
(Dollars in thousands, except per share amounts)
|
|||||||
(unaudited)
|
|||||||
Third Quarter
13 Weeks Ended
|
Year-to-Date
39 Weeks Ended
|
||||||
26-Sep-15
|
27-Sep-14
|
26-Sep-15
|
27-Sep-14
|
||||
Net sales
|
$ 632,575
|
$ 765,668
|
$ 1,985,096
|
$ 2,360,007
|
|||
Cost of sales
|
475,824
|
566,168
|
1,493,343
|
1,733,048
|
|||
Gross profit
|
156,751
|
199,500
|
491,753
|
626,959
|
|||
Selling, general and administrative expenses
|
104,539
|
111,697
|
327,858
|
335,532
|
|||
Impairment of goodwill and intangible assets
|
15,200
|
-
|
15,200
|
-
|
|||
Operating income
|
37,012
|
87,803
|
148,695
|
291,427
|
|||
Other income (expense)
|
|||||||
Interest expense
|
(11,120)
|
(8,716)
|
(33,480)
|
(25,217)
|
|||
Interest income
|
905
|
1,477
|
2,395
|
4,793
|
|||
Costs related to refinancing of debt
|
-
|
(38,705)
|
-
|
(38,705)
|
|||
Other
|
(1,230)
|
(2,344)
|
(242)
|
(6,253)
|
|||
(11,445)
|
(48,288)
|
(31,327)
|
(65,382)
|
||||
Earnings before income taxes and equity in
|
|||||||
earnings of nonconsolidated subsidiaries
|
25,567
|
39,515
|
117,368
|
226,045
|
|||
Income tax expense
|
12,018
|
14,226
|
42,873
|
78,311
|
|||
Earnings before equity in earnings of
|
|||||||
nonconsolidated subsidiaries
|
13,549
|
25,289
|
74,495
|
147,734
|
|||
Equity in earnings of nonconsolidated subsidiaries
|
-
|
(4)
|
-
|
(34)
|
|||
Net earnings
|
13,549
|
25,285
|
74,495
|
147,700
|
|||
Less: Earnings attributable to non-controlling interests
|
(1,483)
|
(1,726)
|
(3,817)
|
(4,185)
|
|||
Net earnings attributable to Valmont Industries, Inc.
|
$ 12,066
|
$ 23,559
|
$ 70,678
|
$ 143,515
|
|||
Average shares outstanding (000's) - Basic
|
23,057
|
25,287
|
23,420
|
26,208
|
|||
Earnings per share - Basic
|
$ 0.52
|
$ 0.93
|
$ 3.02
|
$ 5.48
|
|||
Average shares outstanding (000's) - Diluted
|
23,170
|
25,513
|
23,534
|
26,439
|
|||
Earnings per share - Diluted
|
$ 0.52
|
$ 0.92
|
$ 3.00
|
$ 5.43
|
|||
Cash dividends per share
|
$ 0.375
|
$ 0.375
|
$ 1.125
|
$ 1.000
|
|||
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
SUMMARY OPERATING RESULTS
|
|||||||
(Dollars in thousands)
|
|||||||
(unaudited)
|
|||||||
Third Quarter
13 Weeks Ended
|
Year-to-Date
39 Weeks Ended
|
||||||
26-Sep-15
|
27-Sep-14
|
26-Sep-15
|
27-Sep-14
|
||||
Net sales
|
|||||||
Engineered Infrastructure Products
|
$ 259,869
|
$ 294,899
|
$ 759,331
|
$ 827,713
|
|||
Utility Support Structures
|
164,684
|
181,185
|
503,954
|
608,942
|
|||
Coatings
|
76,200
|
86,735
|
226,654
|
254,063
|
|||
Infrastructure products
|
500,753
|
562,819
|
1,489,939
|
1,690,718
|
|||
Irrigation
|
112,205
|
174,288
|
420,502
|
606,938
|
|||
Other
|
42,285
|
60,838
|
146,547
|
181,226
|
|||
Less: Intersegment sales
|
(22,668)
|
(32,277)
|
(71,892)
|
(118,875)
|
|||
Total
|
$ 632,575
|
$ 765,668
|
$ 1,985,096
|
$ 2,360,007
|
|||
Operating Income
|
|||||||
Engineered Infrastructure Products
|
$ 14,154
|
$ 33,200
|
$ 43,560
|
$ 75,534
|
|||
Utility Support Structures
|
14,505
|
16,975
|
40,261
|
76,107
|
|||
Coatings
|
3,145
|
17,554
|
22,006
|
47,260
|
|||
Infrastructure products
|
31,804
|
67,729
|
105,827
|
198,901
|
|||
Irrigation
|
10,539
|
26,888
|
60,655
|
111,507
|
|||
Other
|
3,886
|
6,211
|
16,757
|
23,104
|
|||
Corporate
|
(9,217)
|
(13,025)
|
(34,544)
|
(42,085)
|
|||
Total
|
$ 37,012
|
$ 87,803
|
$ 148,695
|
$ 291,427
|
|||
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|||
(Dollars in thousands)
|
|||
(unaudited)
|
|||
26-Sep-15
|
27-Sep-14
|
||
ASSETS
|
|||
Current assets:
|
|||
Cash and cash equivalents
|
$ 312,851
|
$ 452,218
|
|
Accounts receivable, net
|
501,403
|
570,810
|
|
Inventories
|
368,290
|
384,645
|
|
Prepaid expenses
|
52,208
|
64,673
|
|
Refundable and deferred income taxes
|
44,736
|
64,438
|
|
Total current assets
|
1,279,488
|
1,536,784
|
|
Property, plant and equipment, net
|
543,235
|
616,552
|
|
Goodwill and other assets
|
666,978
|
709,385
|
|
$ 2,489,701
|
$ 2,862,721
|
||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|||
Current liabilities:
|
|||
Current installments of long-term debt
|
$ 1,099
|
$ 188
|
|
Notes payable to banks
|
1,496
|
17,863
|
|
Accounts payable
|
186,581
|
209,996
|
|
Accrued expenses
|
175,028
|
187,942
|
|
Dividend payable
|
8,649
|
9,299
|
|
Total current liabilities
|
372,853
|
425,288
|
|
Long-term debt, excluding current installments
|
764,823
|
768,611
|
|
Other long-term liabilities
|
286,248
|
310,136
|
|
Shareholders' equity
|
1,065,777
|
1,358,686
|
|
$ 2,489,701
|
$ 2,862,721
|
||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
|
|||
(unaudited) and dollars in thousands
|
|||
Year to Date
|
Year to Date
|
||
26-Sep-15
|
27-Sep-14
|
||
Cash flows from operating activities
|
|||
Net Earnings
|
$ 74,495
|
$ 147,700
|
|
Depreciation and amortization
|
70,859
|
64,460
|
|
Impairment of assets - restructuring activities
|
12,659
|
-
|
|
Impairment of goodwill and trade names
|
15,200
|
-
|
|
Change in working capital
|
8,637
|
(121,404)
|
|
Other
|
972
|
(8,059)
|
|
Net cash flows from operating activities
|
182,822
|
82,697
|
|
Cash flows from investing activities
|
|||
Purchase of property, plant, and equipment
|
(34,447)
|
(63,412)
|
|
Acquisitions, net of cash acquired
|
-
|
(137,438)
|
|
Other
|
9,236
|
5,099
|
|
Net cash flows from investing activities
|
(25,211)
|
(195,751)
|
|
Cash flows from financing activities
|
|||
Proceeds from long-term borrowings
|
37,000
|
652,540
|
|
Principal payments on long-term borrowings
|
(37,878)
|
(357,059)
|
|
Purchase of treasury shares
|
(148,220)
|
(316,296)
|
|
Dividends paid
|
(26,708)
|
(23,357)
|
|
Other
|
(14,420)
|
969
|
|
Net cash flows from financing activities
|
(190,226)
|
(43,203)
|
|
Effect of exchange rates on cash and cash equivalents
|
(26,113)
|
(5,231)
|
|
Net change in cash and cash equivalents
|
(58,728)
|
(161,488)
|
|
Cash and cash equivalents - beginning of year
|
371,579
|
613,706
|
|
Cash and cash equivalents - end of period
|
$ 312,851
|
$ 452,218
|
|
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, (2) goodwill and trade name impairment charges, and (3) 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 September 26, 2015, and September 27, 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.
|
|||||||
Third Quarter Ended Sept. 26, 2015
|
Diluted earnings per share
|
Year-to-Date Sept. 26, 2015
|
Diluted earnings per share
|
||||
Net earnings attributable to Valmont Industries, Inc. - as reported
|
$ 12,066
|
$ 0.52
|
$ 70,678
|
$ 3.00
|
|||
Restructuring expenses - after tax
|
6,310
|
0.27
|
16,634
|
0.71
|
|||
Impairment of goodwill and trade names - after tax
|
13,370
|
0.58
|
13,370
|
0.57
|
|||
Fair market value adjustment, Delta EMD - after-tax
|
430
|
0.02
|
(4)
|
NM
|
|||
Net earnings attributable to Valmont Industries, Inc. - Adjusted
|
$ 32,176
|
$ 1.39
|
$ 100,678
|
$ 4.28
|
|||
Average shares outstanding (000's) - Diluted
|
23,170
|
23,534
|
|||||
Third Quarter Ended Sept. 27, 2014
|
Diluted earnings per share
|
Year-to-Date Sept. 27, 2014
|
Diluted earnings per share
|
||||
Net earnings attributable to Valmont Industries, Inc. - as reported
|
$ 23,559
|
$ 0.92
|
$ 143,515
|
$ 5.43
|
|||
Costs related to refinancing of debt - after tax
|
24,171
|
0.95
|
24,171
|
0.91
|
|||
Fair market value adjustment, Delta EMD - after-tax
|
1,358
|
0.05
|
4,859
|
0.18
|
|||
Net earnings attributable to Valmont Industries, Inc. - Adjusted
|
$ 49,088
|
$ 1.92
|
$ 172,545
|
$ 6.53
|
|||
Average shares outstanding (000's) - Diluted
|
25,513
|
26,439
|
|||||
Operating Income Reconciliation
|
Third Quarter Ended Sept. 26, 2015
|
Year-to-Date Sept. 26, 2015
|
|||||
Operating income - as reported
|
$ 37,012
|
$ 148,695
|
|||||
Restructuring expenses - before tax
|
8,800
|
23,843
|
|||||
Impairment of goodwill and trade names - before tax
|
15,200
|
15,200
|
|||||
Adjusted Operating Income
|
$ 61,012
|
$ 187,738
|
|||||
Net Sales
|
632,575
|
1,985,096
|
|||||
Operating Income as a % of Sales
|
5.9%
|
7.5%
|
|||||
Adjusted Operating Income as a % of Sales
|
9.6%
|
9.5%
|
|||||
For the Third Quarter Ended Sept. 26, 2015
|
|||||||||
Segment Operating Income Reconciliation
|
Engineered Infrastructure Products
|
Utility Support Structures
|
Coatings
|
Irrigation
|
Other/ Corporate
|
||||
Operating income - as reported
|
$ 14,154
|
$ 14,505
|
$ 3,145
|
$ 10,539
|
$ (5,331)
|
||||
Restructuring expenses - before tax
|
4,568
|
1,159
|
806
|
52
|
2,215
|
||||
Impairment of goodwill and trade names - before tax
|
5,000
|
-
|
10,200
|
-
|
-
|
||||
Adjusted Operating Income
|
$ 23,722
|
$ 15,664
|
$ 14,151
|
$ 10,591
|
$ (3,116)
|
||||
Net sales
|
259,869
|
164,684
|
76,200
|
112,205
|
|||||
Operating Income as a % of Sales
|
5.4%
|
8.8%
|
4.1%
|
9.4%
|
NM
|
||||
Adjusted Operating Income as a % of Sales
|
9.1%
|
9.5%
|
18.6%
|
9.4%
|
NM
|
||||
NM - Not Meaningful
|