1-31429
|
47-0351813
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
One Valmont Plaza
|
|
Omaha, NE
|
68154
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
(d)
|
Exhibits.
|
99.1
|
Press Release dated October 19, 2016.
|
Valmont Industries, Inc.
|
|
Date: October 19, 2016
|
|
By: /s/ Mark C. Jaksich
|
|
Name: Mark C. Jaksich
|
|
Title: Executive Vice President and
|
|
Chief Financial Officer
|
Exhibit No.
|
Description
|
|
99.1
|
Press Release dated October 19, 2016.
|
News Release
|
For Immediate Release
|
Contact: Jeff Laudin
|
October 19, 2016
|
Phone: 402-963-1158
|
|
Fax: 402-963-1198
|
|
·
|
Revenues were $610.2 million, down 3.5% year-over-year reflecting lower sales in the Utility Support Structures, Coatings and Energy and Mining segments
|
·
|
Operating income on a GAAP basis was $53.2 million, up from $37.0 million last year. Before restructuring charges and impairments, operating income was $58.3 million, a slight decrease from last year’s $61.0 million
|
o
|
Improved profitability in the Energy and Mining, and Utility Support Structures segments was offset by lower profitability in the Coatings and Engineered Support Structures segments on an adjusted basis
|
o
|
While steel prices declined during the quarter, largely erasing second quarter increases, Valmont’s third quarter average steel costs were slightly higher than last year. Aside from LIFO accounting effects, the increase did not have a significant impact on operating results
|
·
|
Diluted EPS were $1.24 compared to $0.52 in 2015 (excluding restructuring expenses and impairments, diluted EPS were $1.48 and $1.39 in 2016 and 2015, respectively)
|
·
|
The Company incurred approximately $5.1 million of pre-tax restructuring expense this quarter, of which approximately $2.3 million was related to the previously announced $4.8 million 2016 Australia restructuring program. The remaining approximately $2.8 million expense was related to 2015 restructuring efforts
|
·
|
Year-to-date, savings recognized from the 2015 restructuring approximated $17 million
|
·
|
During the quarter, the Company appointed Stephen G. Kaniewski as President and Chief Operating Officer, effective October 1
|
·
|
The Company repurchased 139,000 shares for $18.0 million during the quarter; $139 million remains on the current authorization
|
·
|
The Company is slightly lowering its annual guidance primarily to reflect recent weakness in the Coatings Segment. Adjusted diluted EPS are now expected to range between $6.23 and $6.35, (GAAP EPS $5.88 to $6.00). In response, coatings cost structure has been cut to better match current demand. The updated guidance meets the long-term earnings targets presented at the company’s February, 2016 investor day of achieving 10% adjusted EPS growth.
|
Summarized Financial Info.
|
Third
13 Weeks Ended |
Year-to-date
39 Weeks Ended |
|||||
24-Sep-16
|
|
26-Sep-15
|
24-Sep-16
|
|
26-Sep-15
|
||
Net sales
|
$ 610,247
|
$ 632,576
|
$ 1,847,101
|
$ 1,985,096
|
|||
Operating income
|
53,240
|
37,012
|
187,411
|
148,695
|
|||
Operating income as a % of net sales GAAP
|
8.7%
|
5.9%
|
10.1%
|
7.5%
|
|||
Operating income Adjusted*
|
58,315
|
61,013
|
192,476
|
187,738
|
|||
Operating income as a % of net sales Adjusted*
|
9.6%
|
9.6%
|
10.4%
|
9.5%
|
|||
Net earnings - GAAP
|
28,173
|
12,066
|
103,168
|
70,678
|
|||
Net earnings - Adjusted *
|
33,488
|
32,176
|
109,518
|
100,678
|
|||
Diluted EPS - GAAP net earnings
|
$ 1.24
|
$ 0.52
|
$ 4.54
|
$ 3.00
|
|||
Average Shares Outstanding - Diluted
|
22,659
|
23,170
|
22,741
|
23,534
|
|||
Diluted EPS - Adjusted net earnings *
|
$ 1.48
|
$ 1.39
|
$ 4.82
|
$ 4.28
|
|||
Average Shares Outstanding - Diluted
|
22,659
|
23,170
|
22,741
|
23,534
|
|||
* Please see Reg. G reconciliation table on last page.
|
|||||||
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in thousands, except per share amounts) (unaudited) |
||||||||
Third Quarter
13 Weeks Ended |
Year-to-Date
39 Weeks Ended |
|||||||
24-Sep-16
|
|
26-Sep-15
|
|
24-Sep-16
|
|
26-Sep-15
|
||
Net sales
|
$ 610,247
|
$ 632,575
|
$ 1,847,101
|
$ 1,985,096
|
||||
Cost of sales
|
455,224
|
475,824
|
1,355,992
|
1,493,343
|
||||
Gross profit
|
155,023
|
156,751
|
491,109
|
491,753
|
||||
Selling, general and administrative expenses
|
101,783
|
104,539
|
303,698
|
327,858
|
||||
Impairment of goodwill and intangible assets
|
-
|
15,200
|
-
|
15,200
|
||||
Operating income
|
53,240
|
37,012
|
187,411
|
148,695
|
||||
Other income (expense)
|
||||||||
Interest expense
|
(11,100)
|
(11,120)
|
(33,276)
|
(33,480)
|
||||
Interest income
|
771
|
905
|
2,289
|
2,395
|
||||
Investment gain (loss)
|
1,455
|
(2,253)
|
591
|
(983)
|
||||
Other
|
(577)
|
1,023
|
(139)
|
741
|
||||
(9,451)
|
(11,445)
|
(30,535)
|
(31,327)
|
|||||
Earnings before income taxes and equity in
|
||||||||
earnings of nonconsolidated subsidiaries
|
43,789
|
25,567
|
156,876
|
117,368
|
||||
Income tax expense
|
14,268
|
12,018
|
49,742
|
42,873
|
||||
Net earnings
|
29,521
|
13,549
|
107,134
|
74,495
|
||||
Less: Earnings attributable to non-controlling interests
|
(1,348)
|
(1,483)
|
(3,966)
|
(3,817)
|
||||
Net earnings attributable to Valmont Industries, Inc.
|
$ 28,173
|
$ 12,066
|
$ 103,168
|
$ 70,678
|
||||
Average shares outstanding (000's) - Basic
|
22,505
|
23,057
|
22,602
|
23,420
|
||||
Earnings per share - Basic
|
$ 1.25
|
$ 0.52
|
$ 4.56
|
$ 3.02
|
||||
Average shares outstanding (000's) - Diluted
|
22,659
|
23,170
|
22,741
|
23,534
|
||||
Earnings per share - Diluted
|
$ 1.24
|
$ 0.52
|
$ 4.54
|
$ 3.00
|
||||
Cash dividends per share
|
$ 0.375
|
$ 0.375
|
$ 1.125
|
$ 1.125
|
||||
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
SUMMARY OPERATING RESULTS (Dollars in thousands) (unaudited) |
||||||||
Third Quarter
13 Weeks Ended |
Year-to-Date
39 Weeks Ended |
|||||||
24-Sep-16
|
|
26-Sep-15
|
24-Sep-16
|
26-Sep-15
|
||||
Net sales
|
||||||||
Engineered Support Structures
|
$ 203,184
|
$ 199,410
|
$ 584,071
|
$ 578,070
|
||||
Utility Support Structures
|
150,667
|
164,684
|
446,432
|
503,954
|
||||
Energy and Mining
|
81,552
|
84,732
|
234,693
|
259,095
|
||||
Coatings
|
70,082
|
76,201
|
213,961
|
226,654
|
||||
Infrastructure products
|
505,485
|
#
|
525,027
|
1,479,157
|
1,567,773
|
|||
Irrigation
|
127,809
|
126,775
|
438,575
|
474,655
|
||||
Other
|
-
|
1,691
|
-
|
6,202
|
||||
Less: Intersegment sales
|
(23,047)
|
(20,918)
|
(70,631)
|
(63,534)
|
||||
Total
|
$ 610,247
|
$ 632,575
|
$ 1,847,101
|
$ 1,985,096
|
||||
Operating Income
|
||||||||
Engineered Support Structures
|
$ 19,577
|
$ 20,073
|
$ 54,753
|
$ 45,742
|
||||
Utility Support Structures
|
16,030
|
14,505
|
48,326
|
40,261
|
||||
Energy & Mining
|
3,941
|
(4,302)
|
9,184
|
2,762
|
||||
Coatings
|
11,696
|
3,145
|
37,132
|
22,006
|
||||
Infrastructure products
|
51,244
|
#
|
33,421
|
149,395
|
110,771
|
|||
Irrigation
|
14,154
|
14,194
|
70,761
|
76,233
|
||||
Other
|
-
|
(1,386)
|
-
|
(3,765)
|
||||
Corporate
|
(12,158)
|
(9,217)
|
(32,745)
|
(34,544)
|
||||
Total
|
$ 53,240
|
$ 37,012
|
$ 187,411
|
$ 148,695
|
||||
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands) (unaudited) |
||||
24-Sep-16
|
26-Sep-15
|
|||
ASSETS
|
||||
Current assets:
|
||||
Cash and cash equivalents
|
$ 349,375
|
$ 312,851
|
||
Accounts receivable, net
|
455,692
|
501,403
|
||
Inventories
|
379,625
|
368,290
|
||
Prepaid expenses
|
69,231
|
52,208
|
||
Refundable and deferred income taxes
|
20,342
|
44,736
|
||
Total current assets
|
1,274,265
|
1,279,488
|
||
Property, plant and equipment, net
|
525,640
|
543,235
|
||
Goodwill and other assets
|
584,138
|
666,978
|
||
$ 2,384,043
|
$ 2,489,701
|
|||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||
Current liabilities:
|
||||
Current installments of long-term debt
|
$ 895
|
$ 1,099
|
||
Notes payable to banks
|
853
|
1,496
|
||
Accounts payable
|
170,888
|
186,581
|
||
Accrued expenses
|
178,834
|
175,028
|
||
Dividend payable
|
8,455
|
8,649
|
||
Total current liabilities
|
359,925
|
372,853
|
||
Long-term debt, excluding current installments
|
755,584
|
764,823
|
||
Other long-term liabilities
|
266,233
|
286,248
|
||
Shareholders' equity
|
1,002,301
|
1,065,777
|
||
$ 2,384,043
|
$ 2,489,701
|
|||
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited) and dollars in thousands |
||||
Year to Date
24-Sep-16 |
Year to Date
26-Sep-15 |
|||
Cash flows from operating activities
|
||||
Net Earnings
|
$ 107,134
|
$ 74,495
|
||
Depreciation and Amortization
|
61,242
|
70,859
|
||
Impairment of assets - restructuring activities
|
618
|
12,659
|
||
Impairment of goodwill and trade names
|
-
|
15,200
|
||
Change in working capital
|
(31,596)
|
8,637
|
||
Other
|
(10,144)
|
972
|
||
Net cash flows from operating activities
|
127,254
|
182,822
|
||
Cash flows from investing activities
|
||||
Purchase of property, plant, and equipment
|
(42,233)
|
(34,447)
|
||
Acquisitions, net of cash acquired
|
-
|
-
|
||
Other
|
1,114
|
9,236
|
||
Net cash flows from investing activities
|
(41,119)
|
(25,211)
|
||
Cash flows from financing activities
|
||||
Proceeds from long-term borrowings
|
-
|
37,000
|
||
Principal payments on long-term borrowings
|
(1,563)
|
(37,878)
|
||
Purchase of treasury shares
|
(46,581)
|
(148,220)
|
||
Dividends paid
|
(25,604)
|
(26,708)
|
||
Other
|
(8,608)
|
(14,420)
|
||
Net cash flows from financing activities
|
(82,356)
|
(190,226)
|
||
Effect of exchange rates on cash and cash equivalents
|
(3,478)
|
(26,113)
|
||
Net change in cash and cash equivalents
|
301
|
(58,728)
|
||
Cash and cash equivalents - beginning of year
|
349,074
|
371,579
|
||
Cash and cash equivalents - end of period
|
$ 349,375
|
$ 312,851
|
||
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) non-recurring deferred income tax expense, (3) asset impairment charges in 2015, and (4) 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 24, 2016, and September 26, 2015, (b) segment operating income from restructuring costs and asset impairment charges in 2015. 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. 24, 2016
|
Diluted earnings per share
|
Year-to-Date Sept. 24, 2016
|
Diluted earnings per share
|
|||||
Net earnings attributable to Valmont Industries, Inc. - as reported
|
$ 28,173
|
$ 1.24
|
$ 103,168
|
$ 4.54
|
||||
Restructuring expenses - after tax
|
3,520
|
0.16
|
3,520
|
0.15
|
||||
Deferred tax expense - Change in UK rate
|
1,860
|
0.08
|
1,860
|
0.08
|
||||
Fair market value adjustment, Delta EMD - after-tax
|
(65)
|
-
|
970
|
0.04
|
||||
Net earnings attributable to Valmont Industries, Inc. - Adjusted
|
$ 33,488
|
$ 1.48
|
$ 109,518
|
$ 4.82
|
||||
Average shares outstanding (000's) - Diluted
|
22,659
|
22,741
|
* With respect to our annual 2016 diluted EPS guidance, we are estimating GAAP EPS of $5.88 to $6.00. This assumes $1.7 million (after-tax) of estimated fourth quarter restructuring expense. When this restructuring expense and the same year-to-date third quarter 2016 adjustments (detailed above) are added back, that results in an adjusted diluted EPS range of $6.23 to $6.35 for 2016.*
|
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
|
||||||
For the Third Quarter Ended Sept. 24, 2016
|
|||||||
Segment Operating Income Reconciliation
|
Operating Income- As Reported
|
Restructuring expenses - before tax
|
Adjusted Operating Income
|
Net Sales
|
|||
Engineered Support Structures
|
$ 19,577
|
$ 587
|
$ 20,164
|
$ 203,184
|
|||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
9.6%
|
9.9%
|
|||||
Utility Support Structures
|
16,030
|
528
|
16,558
|
150,667
|
|||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
10.6%
|
11.0%
|
|||||
Energy & Mining
|
3,941
|
1,610
|
5,551
|
81,552
|
|||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
4.8%
|
6.8%
|
|||||
Coatings
|
11,696
|
545
|
12,241
|
70,082
|
|||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
16.7%
|
17.5%
|
|||||
Irrigation
|
14,154
|
-
|
14,154
|
127,809
|
|||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
11.1%
|
11.1%
|
|||||
Corporate/Other
|
(12,158)
|
1,795
|
(10,363)
|
||||
Consolidated Results
|
$ 53,240
|
$ 5,065
|
58,305
|
$ 610,247
|
|||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
8.7%
|
9.6%
|
|||||
For the Third Quarter Ended Sept. 26, 2015
|
|||||||||
Segment Operating Income Reconciliation
|
Operating Income- As Reported
|
Restructuring expenses - before tax
|
Impairment of goodwill and TM - before tax
|
Adjusted Operating Income
|
Net Sales
|
||||
Engineered Support Structures
|
$ 20,073
|
$ 1,634
|
$ -
|
$ 21,707
|
$ 199,410
|
||||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
10.1%
|
10.9%
|
|||||||
Utility Support Structures
|
14,505
|
1,159
|
-
|
15,664
|
164,684
|
||||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
8.8%
|
9.5%
|
|||||||
Energy & Mining
|
(4,302)
|
2,934
|
5,000
|
3,632
|
84,732
|
||||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
-5.1%
|
4.3%
|
|||||||
Coatings
|
3,145
|
$ 806
|
10,200
|
14,151
|
76,201
|
||||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
4.1%
|
18.6%
|
|||||||
Irrigation
|
14,194
|
52
|
-
|
14,246
|
126,775
|
||||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
11.2%
|
11.2%
|
|||||||
Corporate/Other
|
(10,603)
|
2,215
|
-
|
(8,388)
|
1,691
|
||||
Consolidated Results
|
$ 37,012
|
$ 8,800
|
$ 15,200
|
$ 61,013
|
$ 632,575
|
||||
Op Inc. & Adjusted Op Inc. as a % of Sales
|
5.9%
|
9.6%
|
|||||||