vmi-202204060000102729false00001027292022-04-062022-04-06
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) | | | | | | | | | | | | | | | |
| | Delaware | | |
(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 |
| | Press Release dated April 6, 2022 |
| | 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 |
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.
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