Greetings. Welcome to Valmont Industries Third Quarter 2023 Earnings Conference Call. [Operator Instructions]. I will now turn the conference over to your host, Renee Campbell, Senior Vice President, Investor Relations and Treasurer. Ms. Campbell, you may begin.

Thank you, and good morning. Welcome to Valmont Industries Third Quarter 2023 Earnings Call. With me today are Avner Applbaum, President and Chief Executive Officer; Tim Francis, Interim Chief Financial Officer; and Eugene Padgett, Senior Vice President and Chief Accounting Officer. This morning, Avner will provide a brief summary of our third quarter results commenting on our markets and long-term business strategy. Following that, Tim will review our financial performance and provide our current outlook and indications for 2023 with closing remarks from Avner. This will be followed by Q&A. A live webcast of the presentation will accompany today's call and is available for download from the webcast or on the investors site at valmont.com. A replay will be available on our website later this morning. Please note that this call is subject to our disclosure on forward-looking statements, which applies to today's discussion is outlined on Slide 2 of the presentation, and will be read in full at the end of today's call. Finally, if you would like to be notified when Valmont publishes news releases and other information, please sign up for e-mail alerts through our investor site. We also encourage investors and others interested in our company to follow Valmont and our brands on the social media channels listed on our website. With that, I would now like to turn the call over to our President and Chief Executive Officer, Avner Applbaum.

Thank you, Renee. Good morning, everyone, and thank you for joining us. I want to first say how proud I am of our global Valmont team as they navigate a dynamic demand environment and demonstrate their unwavering support to our mission and core values. It is the team's customer-centric culture, driving innovation and delivering results that ultimately gives me confidence of our success now and into the future. During my first quarter as CEO, I made it a priority to hear directly from our employees, customers, dealers and shareholders. These conversations were valuable and insightful and I am appreciative of all the people I have had the opportunity to meet. Before moving forward with our quarterly review, I would like to briefly comment on the recent tragic events in Israel. The safety and well-being of our Valmont colleagues in Israel is our primary concern. I'm thankful to report all of our employees and their families, they are safe. including my own, as both my wife and I have family in our home country. The loss of innocent lives during this escalating violence has been staggering and our hearts go out to all those affected by this senseless tragedy. Now let me return to our third quarter results and key messages shown on Slide 4. Our Valmont team continues to perform extremely well across both segments, delivering solid third quarter results. Adjusted operating margins and adjusted diluted earnings per share improved significantly year-over-year while navigating a dynamic market demand environment that is pressuring top line growth. We also generated strong operating cash flow as we manage working capital, allowing us to support our balanced capital deployment strategy and return cash to shareholders. Infrastructure demand remains robust globally as nearly all of our end markets are experiencing multiyear secular growth drivers and…

Thank you, Avner, and good morning, everyone. Turning to Slide 9 and third quarter results. My comments will focus on the adjusted results as outlined in the press release and in the Reg G disclosure in the presentation appendix. Third quarter net sales of $1.1 billion decreased 4.3% as infrastructure sales were comparable to last year, offset by lower agriculture sales. Accounting for the 2022 divestiture of the Offshore Wind business reported in the Other segment, sales decreased 2.3% year-over-year. Despite lower sales, operating income increased 5.9% to $120.8 million and operating margins increased to 11.5%, reflecting higher pricing that was not linked to steel commodity costs and delivered actions to improve overall cost of goods sold. Diluted earnings per share grew 18.1% to $4.12, a third quarter record. A favorable tax rate driven by recent legislation regarding usage of foreign tax credits generated in Brazil and benefits from R&D expenses, along with ongoing actions to improve profitability, drove the EPS improvement. As Avner mentioned earlier, we initiated an organizational realignment program to drive cost optimization simplify our operating structure and strengthen our shared service model. We estimate 2023 cash expense in the range of $33 million to $36 million. Approximately $16 million will be recognized within the Infrastructure segment, with the remainder split evenly between the Agriculture segment and corporate. These cash charges are expected to be recovered through lower operating costs within 12 months. Turning to the segments on Slide 10. Infrastructure sales of $755.1 million were comparable to last year, driven by higher volumes, notably in the solar, L&T and TD & S product lines. Lower telecommunication volumes and lower pricing associated with the reduced cost of steel in the TDS product line more than offset higher pricing across the rest of the portfolio. Operating income increased…

Thank you, Tim. Continuing my comments on Slide 16. I am proud of our team's ability to execute our strategy, driving solid results while navigating current market dynamics. We remain focused on controlling the things we can control to hit our financial targets and improve our quality of earnings. We're taking actions to enable a more efficient and effective organizational structure to fully realize the benefits of ongoing strategic initiatives with a continued focus on delivering high-value solutions through investments and innovation. We are confident our diversified portfolio with compelling long-term drivers and our focused strategy positions Valmont for success now and into the future. I will now turn the call back over to Renee.

Thank you, Avner. At this time, the operator will open up the call for questions.

[Operator Instructions]. Our first question is from Nathan Jones with Stifel.

I guess I'll start off, Avner, you made some comments about some at least minor changes, if not major changes in the strategy here going forward. So I guess the question first is, can you expand on those kinds of things? What are some more details on what the changes to the strategy are. And then the financial targets that Valmont laid out in May, do those still hold? I mean, it sounds like maybe a bit more measured pace on investments. So maybe the growth numbers are towards the lower end, but the realignment adds to margins and maybe the margin at the higher end? Just any more color you can give us on kind of what's changing strategically within the business.

Okay. Thank you, Nathan, for the question. Okay. Let me start off with the strategy. And as I mentioned, we really evaluated our strategy. And conclusion was is we have a robust and very targeted strategy around our core competencies. We have very strong markets going forward in both infrastructure and agriculture, and we will really continue to focus on the areas where we could focus on our customers' most challenging and pressing needs, and we will continue to support those areas and growing in both of those segments. If I need to give you some specific examples, maybe I could touch to for instance, the drone services. We actually just put a press release a few days ago. One area that we found that is really compelling to us, for instance, is telecom, right? The climbers have -- these companies need climbers. They need to claim towers, there's shortage of people. We could with our drone services really supplement them to be more safe and solve their problem. Now there are a lot of other areas we're focusing on, Jones, for instance, and some of them was really cool technology around the utility area, we could really help them clean their polls, but it's not really their pressing needs today and usually it could fall to the back of the line when they look at their O&M spend. So we're going to really focus on how can we help them solve their pressing needs either in the utility space, or in the telecom space and really go after those areas where we could help solve our customers' most pressing needs. But overall, , this strategy is solid. We're confident in our ability to continue to drive significant growth in both of our segments. Now specifically to the 5-year targets…

I guess my follow-up question is going to be on pricing. You're obviously seeing some headwinds in pricing on the utility [indiscernible] business, where you contractually have to pass the steel pricing back through. And we obviously saw a lag on the way up, and so we'll see it catch up on the way down here. Can you just talk about the aggregate pricing impact we're looking at maybe in the fourth quarter? And as you look into next year, we obviously some headwinds in the utility business. Do you still see pricing opportunities in other parts of the business? And then if you're seeing any pricing pressure in the ag business as demand is a bit weaker there in the U.S. along with the lower steel prices?

Nathan, it's Tim. I'll take that one. So we are -- let me start off, we're very pleased across the infrastructure business in terms of what we've been able to do with pricing when it's in our businesses that don't have that contractual mechanism tied to steel cost indices. As you alluded to, there's been tremendous volatility in the cost of steel. It's been as low as $670 all the way up to $1,200 kind of in the middle of second quarter. That dynamic is probably going to continue, right? We got the United Auto Workers strike that might get resolved before today, it might not. But we could -- we expect to see that continued volatility in the cost of steel, but we expect to be able to maintain good margins in those contracts where we have that mechanism tied to the steel indices. But then there's the other part, of course, of our utility business, which is the bid market, and there, I'd also like to comment that we continue to see strong pricing as we try to get more orders there. Turning to agriculture, we see no change in our philosophy of being a leader on price.

And let me add to that, Nathan, just several weeks ago, I went out to our dealer conference out in [indiscernible], Idaho and spend time with some of our dealers out there. And really, there was no discussion around pricing. They're very happy with the value they get from our pivot. They were very happy with our -- with the value proposition, with our technology offering, and we continue to maintain that strong partnership with our dealers and help drive value to our growers. So we keep on maintaining our leadership position in that market and evaluate the situation as we move forward.

Our next question is from Chris Moore with CJS Securities.

Yes, maybe we could start with Prospera. So obviously, Investor Day was discussed in very positive terms. Already seen some signs of softness in North America Ag. Just trying to understand kind of what has changed between now and then and perhaps as part of that question is the time frame on the Prospera analysis. Is it -- was it more heavily weighted when you're doing the calculations to figure out the goodwill impairment?

Yes. Let me start off with the -- just some background and overview on Prospera. Tim can then address kind of the timing of the impairment. But I'd like to go back just several years where we actually started a partnership with Prospera in 2019. And really, the vision was to transform the center pivot to -- from an irrigation machine to an autonomous crop management. So we can really enhance crop precision, we could save the growers' time, reduce costs, optimize land usage and, of course, increased yields. Fast forward 2021, there was a decision to expand the strategy. They will were venturing beyond traditional pivot acres and really pursuing recurring revenue from a subscription-based agronomy tech solutions. And as we mentioned, that strategy really didn't pan out as planned. We're going back to the original view of how can we provide autonomous crop management. How could we use all the technology suite that we offer to our growers anywhere from remote monitor control, irrigation optimization and, of course, the agronomic insight. Now we're very pleased with the technology around the agronomy, the AI and the machine learning. And as I mentioned, I was just meeting some dealers and some of our agronomy partners are extremely excited about this technology to really help them solve some of their biggest problems. Our dealers are excited, our growers are excited. But really, we're going to focus on the core. The core of our business is how do we help solve the growers most immediate needs and do more with less and improve their yields, et cetera. So we continue to manage our entire tech suite. And we are leaders in that space, we have revenue of overall take up greater than $100 million, and we will continue to build on that and expand while we keep on focusing on the growers and solving their solutions.

And I'll jump in and answer your question, I think it was specific on the timing. So I draw one attention to you. If you go back and look at corn futures in the United States in mid-May, they were still strong. compared to the pricing that you can see today of, let's say, $4 or $4.90. So at the time of Investor Day, there really wasn't this indication yet of a downward -- more downward North America ag market and what we have seen this happened today. As you look at goodwill and certain intangible assets, you're required to test them annually. Our annual testing date is the end of August. So qualitatively, we really didn't have a reason to do a test between our annual impairment tests, so of course, we would have done a test third quarter of last year. We had to do a test third quarter of this year. There was nothing qualitatively that told us we needed to do a test in that interim period between our 2 annual testing dates.

Got it. And maybe just one follow-up for me. So it sounds like from what Avner said, the recurring kind of strategy had not been working to the extent that you were hoping it was. Is the decision here -- is that at all kind of part and parcel of the new strategy or this would have happened regardless? This is not a kind of a management decision to have a little less focus on the Prospera side?

Absolutely not. We're very much focused. We do believe it has a value proposition. I'll just point out, of course, we like, like every other company, we like recurring revenue, it's recurring. It has strong margins, and we'll keep on benefiting from that. We're not necessarily going to go after recurring revenue. If that is if we're solving a problem for our customer and the outcome of that is that we can provide recurring revenue, that is a great outcome. But we're not going to go, like I said, specifically outside our core to try and drive recurring revenue.

Our next question is from Brent Thielman with D.A. Davidson.

Avner, the realignment and sort of new initiatives that you're putting in place. Do you expect these to be largely complete prior to year-end such that the business and the cost structure sort of positioned how you want it to be as we go into 2024? Is this going to be an effort that bills well into next year?

Yes. Thanks for the question. So overall, we took this realignment, and I will mention that we never take it likely when this is involved employees, but it's really what we need to do for this organization in order to drive us forward. And it really helps us as we continue to drive our strategy really helps us to be more focused, that helps us to streamline processes, make stronger, quicker decision by kind of reducing some of the management layers, we get better visibility into the business. And these actions, I believe, will really drive significant value going forward. And to answer specifically your question, yes, we should be pretty much done with the alignment by the end of the year. A lot of the actions we've already taken place. We put the management team in place and we're ready to move forward with this realigned organization.

Okay. Appreciate that. And then can you just remind us that the project-based business visibility that you have to execute, I guess, in the fourth quarter and maybe into '24, I guess I'm speaking specifically Egypt. Any help in terms of what the contribution could be over the next several quarters? And has the conversion of that pipeline of business changed at all in terms of converting sort of opportunities out there and actual orders? Or are there still some good prospects to add to that backlog near term?

Yes. Okay. So overall, this large Egypt project that we won, which really provides Egypt with a lot of their food security, which today we kind of -- they refer to that as their national security, is part of our approach to that region where we could really help these country drive food security. Specifically, this project is going into 2024, and we'll continue and projects can always move right now in anticipation is -- would go into the rest of 2024. And of course, we are watching very closely the conflict in the Middle East and evaluating if that has any impact on us going forward, but we continue to be excited about the region. We believe we have a very strong value proposition there with our -- have the strong presence we have in that area in Dubai. We have good relationships with the customers in these countries. And we continue to manage our pipeline being very disciplined around projects that we pursue and looking forward to continue driving strong sales in that region.

Our next question is from Brian Drab with William Blair.

Just wonder if you could make any comment as you look into next year around what you expect for sales volume in the various businesses from utility, the highway pulls to international and domestic irrigation, just even a rough range, where do you think these businesses are going to be in terms of sales volume next year?

Brian, it's Tim. I'll take that question. At a high level, it could be a very dynamic market environment as we have seen this year. So I'll start with infrastructure. We expect to see the strength in the 2 utility product lines like we've seen this year. But we do see continued muted demand in the telecommunication market and then the commercial piece of L&T. In agriculture, we expect to end this year with a more historical normal backlog, so lower than the global backlog we saw in 2022, although our recent order rates in North America have improved year-over-year. We will provide, of course, a comprehensive outlook in February on 2024 when we release our fourth quarter earnings. Another key aspect I would say is the USDA will release our net farm income projections in December. That will be a key component of that outlook that we do provide in February. As Avner just alluded to, we do see a solid pipeline of international projects.

Okay. On the infrastructure side, I mean, in the utility poles business next year, my understanding is that lead times are still very high in that business. There's basically more demand than supply. Are you doing some things to free up some capacity? Shouldn't that be a growth business in terms of volume in 2024?

Sure. Let me add a little more color on that. Absolutely. That is a very strong growth business for us and not only for the next year but for the next decade. We've taken specific steps to actually improve our lead times and actually were able to -- during this quarter to get them below 30 weeks, which is which is a really great spot for us to [indiscernible]. And of course, we have different product lines and different -- within that business. So some of the lead times are greater than others, but in our main kind of steel area, we've been able to drop it below 30 weeks, which really keeps us supporting our customers being very competitive in that area and keep on trying -- finding opportunity to capitalize on this very strong market. If it's anywhere in the transmission area to the distribution, the substations where we're seeing tremendous growth, when we really have great products in that area that can support a lot of the energy transition. So absolutely, we're very excited about the utility space with our flexible footprint, with an amount of products that we have, the innovation we have going on there really to help support these utilities as they look forward to harden the grid address the load growth, the electrification, the connectivity to other renewable sources. So overall, yes, we're very excited about the utility space.

Okay. I guess I'm just trying to get -- I'm trying to get a sense for what you have in your mind right now about next year in terms of volume growth for the business because I get that telecom will be muted probably down again next year, commercial stuff. These aren't huge parts of the business. I mean highway infrastructure, utility, international Ag, I mean, I think those are up. Domestic Ag is more of a question mark. I mean overall for the business, I mean, nominal sales growth to be volatile steel price to some extent. But is this a portfolio that you think going into next year grows in terms of volume or not?

Yes. This is Tim. I would say for the -- on the infrastructure side, there will be the growth in TD&S and the transportation piece of L&T. So I would tell you, I would expect based on what I know today, that we would see seeing low single-digit volume growth in 2024 in the Infrastructure segment.

And maybe I'll just broaden a little bit of the conversation around the agriculture. And we will provide a lot more information during our next earnings call as we provide the outlook for the year. But we're really now looking at the trends in agriculture. I mean if we just take a step back, we had record years for the farmers. Net farm income was at record levels going into '21, '22. The farmers made a lot of money. The commodities were elevated. You've seen core was around 7% and which is the main crop for the U.S. soy was around 17% or 18%, which is the main crop for Brazil. They had tremendous years. Now as we move into this year and as we move into next year, overall, globally, I'd say that the farmer is getting a little bit squeezed because interest rates are higher, there's higher inflation. Commodities are a little bit at lower levels. So he's being squeezed. He always look at -- compared to prior years. But overall, they made really good profits. They made good money. They have very strong balance sheets. And now the question is, are they going to continue to invest now for the future? Are they going to be a little more muted. We have seen. We're very encouraged by the increased order rates in Q4, but we're really as we're -- as it's been a very dynamic environment, we're just going to wait a few more months. We're going to see how they end up the year. We'll have the new USDA report coming out in December. We'll see how the impacts Brazil. So there's just a lot of moving pieces and over the next few months, we'll have a lot more visibility, and we'll be able to give our analysts and our investors a really good feel for how does 2024, how it's shaping out.

Our next question is from Ryan Connors with Northcoast Research.

Glad to hear your employees and family are safe and sound there. Wanted to go back to Prospera and talk about that from a bit of a different angle in terms of process. What was learned in the process? What went wrong in the process? I know you mentioned that was a partnership. So I assume it was a negotiated deal and not an auction. I mean what was -- talk about the price discovery part of the process that got you to the $300 million valuation. And just anything you can tell us about the process, due diligence valuation and what was learned and what can change, what can be improved going forward on capital deployment?

Thank you, Ryan, for your question, and thanks for your comments as well. Overall, when we went and acquired Prospera, like you mentioned, we had a partnership that went back to 2019. It was a transformative acquisition. It was a company with minimal revenue, a very exciting technology, very exciting value proposition with really a tremendous amount of potential. And we still believe there is tremendous amount of potential, although some of the assumptions regarding some of the growth in the adoption rate of growers in general didn't pan out. And it's a new space for us. But in general, I would say that tech in agriculture is an evolving space for us and for the whole industry, and we made some assumptions at the time that really didn't pan out. And of course, there's tremendous amount of due diligence that goes into every company that we buy including the projections as well as the purchase price. I think what is more important is really looking forward. And as I look at acquisitions looking forward is we're really going to be focused on companies that have full alignment with our strategic plans that really tie to our core businesses, our core competencies, how can we expand the offering to our customers, how could we expand the region, expand our capacity, our capabilities, but are really tied to our core businesses. And in fact, I've already started to go through to our funnel of companies and really looking at the ones that are not core to us are ones that we just -- we're not going to pursue. So that's on the strategic side. On the financial filter side, we have specific criteria that would apply to our overall criteria for beating cost of capital was 3 years. And we will stick to those financial criteria and making sure that every acquisition both fits the strategy as well as the financial filters to make sure we will drive value to our shareholders and to our customers while we acquire companies. So you will see that going forward, we will you will not see transformative companies at this magnitude going forward. They're going to be a lot more close and tied to the core.

Got it. Okay. Fair enough. And then my second one, I wanted to go back to the electric transmission discussion there a minute ago. And Obviously, these are very long lead time projects, sometimes years or even a decade or more in planning. So a spike in interest rates is not going to impact your near-term project funnel or 2024. But Obviously, some of the renewable generation utilities have gotten absolutely demolished since this interest rate spike took place and the concern is a slowdown in rate base growth as some of those renewable projects don't happen. So logically, at some point, that would impact transmission investment, I would assume. So what are your thoughts on that? And what kind of time line that lag effect might be on the transmission business?

It's actually an interesting question, an interesting dynamic. Actually, what we are seeing that the higher interest rate, the higher inflation, higher cost in general, they're actually impacting the EPCs and these players in the space. Because if you look at their source of income, actually, now it was impacted by 2 things: one, we actually had a mild summer. So their income was lower. And in fact, some of the rates are fixed over the next several years. So their top line is squeezed or remains the same and their profit actually gets squeezed in some areas. So we are seeing project movements where they're actually applying their discretion and deciding what project they want to work on now versus delay into the future. Now thankfully, the demand is so strong. And one of our really strong capabilities is our dynamic and flexible footprint, where we have the ability to pull projects and push projects out and really support our customers as they go through their through their process of planning their orders. So we are seeing a lot of movement to the outside, you won't see that because we really have great processes and great footprint to address that. So it might be seamless, but there's a lot of work that goes behind the scenes, where we're actually able to continue to drive the growth. So we're really -- the demand is going to outpace the supply and therefore, we will continue driving the growth. Now specifically on solar, yes, you are seeing a lot of the players in the space that are definitely impacted by higher interest rates, higher financing. We are seeing that, but it's a very high-growth business, and we're able to continue to grow, and we really play in the DG space, we're able to get a lot of good momentum. We are globally, so we're getting benefits from all the regions that we're currently operating in. So there's a lot of moving pieces. I'd say in general, the whole economy, you are seeing impacts from interest rates and inflation and labor constraints. But with our competencies, with the strong markets, we're able to navigate through these times and really drive growth -- high growth in [indiscernible] both TDS and solar.

Our final question is from Brian Wright with ROTH MKM.

Just wanted to take a little deeper on Ag. The comments on the improved order rates in North America year-over-year, I mean, are you kind of indicating that North American revenues in the fourth quarter should be -- should have -- should stabilize year-over-year or even be up slightly based on what you're seeing at least as of right now to start -- if we could start with that, and then I've got a couple of follow-up from that.

This is Tim. I'll take that question. So North America, frankly, globally for agriculture, it's a little bit more dynamic than that, right? The backlog, we had such a record backlog the past few years, and we've been meaningfully reducing that backlog back down to what has been more like historical norms through 2023. So although we are excited to see the order rates improving, you got to also think about it from the backlog perspective as...

And Brian, I just want to add one more point, right? We've already seen throughout this last 12 months that a month is not a trend. And right? And so we are really being very measured. We're going to really take a close so we're excited. It's very nice to see the order rate increase year-over-year that is a very good sign. But again, let's wait a few more months and see how that all pans out as we kind of continue looking forward. We're excited. It's always good to see the order rate going up. But again, it's been very dynamic. So we're going to be very cautious about kind of how we look at that business in the short term.

Okay. And then my follow-up is the indication on the profit level being lower year-over-year. And that's just a function of typically there's more of an international just -- there's more of an international mix in the third quarter than there is in the fourth quarter. So the operating profit will be down third quarter to fourth quarter. Was that meant to be a sequential comment? Or was that a year-over-year comment as far as the operating profit? I just want to make sure I got that right.

I believe it was more of a year-over-year comment. Going back to [indiscernible]. But yes, it will be down -- let me be more definitive. It will be down year-over-year, and it's due to the higher mix of international project sales this year versus last year.

Okay. And then one last one, if I could. Just on the international for the fourth quarter in the orders, I know the rainfall has been pretty sparse in [indiscernible] for September and October. So just kind of any kind of order level commentary that we're seeing early fourth quarter in international?

Yes. So again, we're monitoring kind of our order intake a little bit different dynamic comparison year-over-year just because of how the FINAME played out last year was for a full year. Now they're doing it quarterly. So that is impacting some of the order patterns. We're actually digging into that as we speak to try to get a better understanding how much is driven just by the order intake, how much is based on just the kind of the pricing of the soybean. So we're looking at it right now. We'll be able to provide a lot more color as we go into the next several months.

This will conclude the question-and-answer session. I will now turn the call over to Renee Campbell for closing remarks.

Thank you for joining us today. As mentioned, today's call will be available for playback on our website or by phone for the next 7 days. We look forward to speaking with you again next quarter.

Included in this discussion are 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 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 listen to and consider these comments, 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 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 discussion is made as of the date of this discussion, and the company does not undertake to update any forward-looking statements. This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.