8-K - VMI - Equibles

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 Exchange Act of 1934

April 6, 2022

Date of Report (date of earliest event reported)

Valmont Industries, Inc.

(Exact name of registrant as specified in its charter)


(State or other jurisdiction of incorporation)
1-31429		47-0351813
(Commission File Number)		(I.R.S. Employer Identification No.)
15000 Valmont Plaza		68154
Omaha	NE
(Address of Principal Executive Offices)		(Zip Code)

(402) 963-1000

Registrant's telephone number, including area code

One Valmont Plaza, Omaha NE 68154

__________________________________________________________________________________

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $1.00 par value	VMI	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02. Results of Operations and Financial Condition.

Valmont Industries, Inc. issued a press release on April 6, 2022 announcing its Segment Realignment. The press release, along with the presentation posted on the company's website under "Investors" at valmont.com, are furnished with this Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively.

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.

Item 8.01. Other

The information set forth in Item 2.02 is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated April 6, 2022
99.2	Slides dated April 6, 2022
104	Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document)

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: April 6, 2022
	By:	/s/ AVNER M. APPLBAUM
		Name: Avner M. Applbaum
		Title: Executive Vice President and Chief Financial Officer

Document

		FOR IMMEDIATE RELEASE
Contact:	Renee Campbell
Email:	renee.campbell@valmont.com
Date:	April 6, 2022

Valmont Announces Segment Realignment

Omaha, NE - Valmont Industries, Inc. (NYSE: VMI), a leading global provider of engineered products and services for infrastructure development and irrigation equipment and services for agriculture, today announced a new segment reporting structure that reflects realignment of internal management and reporting.

Effective for the first quarter 2022 reporting period, Valmont is realigning its previous four reporting segments to report results in two segments:

■Infrastructure includes the previous segments of Utility Support Structures, Engineered Support Structures and Coatings

■Agriculture is a renaming of the previous Irrigation segment

“We are experiencing a transformative time in Valmont’s history and as part of this journey, our goal is to institute a culture of positive change that will foster collaboration, encourage enterprise-wide innovation, and leverage technology to advance our productivity," said Stephen G. Kaniewski, President and Chief Executive Officer. "With this new alignment that reflects how I manage the business, Valmont remains committed to our tagline: Conserving Resources. Improving Life.® This organizational structure allows us to elevate our focus on capital allocation, technology development, and market growth strategies across the leadership teams. Additionally, by simplifying our company structure we can more effectively articulate our strategy and purpose as a company across our key stakeholder groups, including employees, investors, and customers."

Kaniewski continued, "With an increasing convergence of key market drivers, the Infrastructure realignment allows us to better collaborate across product lines, generating greater customer focus as we create innovative smart infrastructure across the portfolio to bring to the market. I believe this will enable us to maximize profitability for the larger segment as we execute our strategies more efficiently across multiple product lines. Agriculture is a more subtle shift, recognizing our growing focus on more than just irrigation as we begin to expand our technology solutions globally beyond only irrigated acres."

Within the Infrastructure segment, the Company will report revenue for five product lines: Transmission, Distribution and Substation, Renewable Energy, Lighting and Transportation, Telecommunication, and

Coatings. The Agriculture segment will continue reporting product line revenue for North America Irrigation and International Irrigation and will begin reporting Agricultural Technology revenue. In parallel with the segment realignment, we are centralizing operations of our manufacturing footprint on a global basis across both segments to focus on improving productivity, increasing output, and driving efficient capital allocation.

The company will file a current report on Form 8-K on or about April 6, 2022 with a recast of comparable prior year segment financial information for 2020 and 2021 affected by the change, along with a summary presentation on the Investors page at valmont.com. The Company's historical GAAP balance sheet, income statement and cash flows are not affected.

About Valmont Industries, Inc.

For over 75 years, Valmont® has been a global leader in creating vital infrastructure and advancing agricultural productivity. Today, we remain committed to doing more with less by innovating through technology. Learn more about how we’re Conserving Resources. Improving Life.® at valmont.com.

Concerning Forward-Looking Statements

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, the continuing and developing effects of COVID-19 including the effects of the outbreak on the general economy and the specific economic effects on the Company’s business and that of its customers and suppliers, 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.

vmisegmentrealign

Two Reportable Segments • Valmont will have two reportable segments: Infrastructure and Agriculture to align with internal management structure • Infrastructure includes the previous segments of Utility Support Structures, Engineered Support Structures and Coatings • Agriculture is a renaming of the previous Irrigation segment • Elevates the focus on capital allocation, R&D/technology development and market strategies across the Valmont leadership team • Centralizing operations of the manufacturing footprint on a global basis across both segments to improving productivity, increasing output and driving efficient capital allocation • All financial reporting (10Q/10K, press releases, presentations and other SEC filings) will reflect two segments instead of four beginning with 1Q 2022 reporting, including a recast of comparable prior year segment financial information for 2020 and 2021 • The Company's historical GAAP balance sheet, income statement and cash flows are not affected April 6, 2022 | Valmont Industries, Inc.2

Realigned Segment Structure Previous Segment Structure April 6, 2022 | Valmont Industries, Inc.3 COATINGS IRRIGATION ENGINEERED SUPPORT STRUCTURES UTILITY SUPPORT STRUCTURES AGRICULTUREINFRASTRUCTURE New Segment Structure

Historical Segment Financials April 6, 2022 | Valmont Industries, Inc.4 2020 Q1 Q2 Q3 Q4 FY FY Sales: Infrastructure segment 549,646$ 617,604$ 634,283$ 693,568$ 2,495,101$ 2,261,804$ Agriculture segment 229,664 281,965 240,331 276,757 1,028,717 645,831 Total 779,310 899,569 874,614 970,325 3,523,818 2,907,635 Intersegment Sales: Infrastructure segment (3,201) (2,796) (1,826) (2,753) (10,576) (6,541) Agriculture segment (1,223) (2,144) (4,006) (4,294) (11,667) (5,739) Total (4,424) (4,940) (5,832) (7,047) (22,243) (12,280) Net Sales: Infrastructure segment 546,445 614,808 632,457 690,815 2,484,525 2,255,263 Agriculture segment 228,441 279,821 236,325 272,463 1,017,050 640,092 Total 774,886$ 894,629$ 868,782$ 963,278$ 3,501,575$ 2,895,355$ Operating Income: Infrastructure segment 54,449 61,550 71,422 45,985 233,406 209,172 Agriculture segment 38,748 41,984 27,735 28,560 137,027 83,046 Corporate (15,986) (20,909) (22,962) (23,791) (83,648) (66,265) Total 77,211$ 82,625$ 76,195$ 50,754$ 286,785$ 225,953$ 2021 INFRASTRUCTURE: This segment consists of the manufacture and distribution of products and solutions for infrastructure markets, including structures and components for lighting, transportation and telecommunication; utility markets, including transmission, distribution and renewable energy; and coatings services to preserve and protect metal products AGRICULTURE: This segment consists of the manufacture of center pivot and linear irrigation equipment for agricultural markets, including parts, services and tubular products, and advanced technology solutions for water management and precision agriculture CONSOLIDATED RESULTS: The Company’s GAAP consolidated results are not affected

Adjusted Infrastructure Operating Income – Including Reconciliation of GAAP to Non-GAAP April 6, 2022 | Valmont Industries, Inc.5 The non-GAAP tables below disclose the impact of 1) the impairment of long-lived assets 2) a write off of a receivable following arbitration of a commercial transaction from 2014, 3) 2020 restructuring activates including related asset impairments, and 4) severance expenses on the Infrastructure segment operating income. 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. Agriculture is a renaming of the previous Irrigation segment so historical results, and historical presentation of non-GAAP results, will not change Operating Income Reconciliation Q1 2021 Q2 2021 Q3 2021 Q4 2021 Fiscal 2021 Fiscal 2020 Operating income - as reported 54,449 61,550 71,422 45,985 233,406 209,172 Impairment of long-lived assets - - - 27,911 27,911 16,638 Write-off of a receivable, pre-tax - 5,545 - - 5,545 - Restructuring and related asset impairment costs - - - - - 20,898 Severance expense, pre-tax - 650 - 2,492 3,142 - Adjusted Operating Income 54,449$ 67,745$ 71,422$ 76,388$ 270,004$ 246,708$ Sales, before intersegment elims. - as reported 549,646$ 617,604 634,283 693,568 2,495,101 2,261,804 Operating Income as a % of Sales 9.9% 10.0% 11.3% 6.6% 9.4% 9.2% Adjusted Operating Income as a % of Sales 9.9% 11.0% 11.3% 11.0% 10.8% 10.9% Infrastructure Segment