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VALMONT INDUSTRIES INC - Quarter Report: 2013 March (Form 10-Q)


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form 10-Q

(Mark One)    

ý

 

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2013

or

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                             to                              

Commission file number 1-31429



Valmont Industries, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  47-0351813
(I.R.S. Employer
Identification No.)

One Valmont Plaza,
Omaha, Nebraska
(Address of Principal Executive Offices)

 

68154-5215
(Zip Code)

(402) 963-1000
(Registrant's telephone number, including area code)


(Former name, former address and former fiscal year, if changed since last report)



        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o
(Do not check if a smaller reporting company)
  Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o    No ý

26,754,496
Outstanding shares of common stock as of April 24, 2013

   


Table of Contents

VALMONT INDUSTRIES, INC.
INDEX TO FORM 10-Q

Page No.  

PART I. FINANCIAL INFORMATION

 

Item 1.

 

Financial Statements:

       

 

Condensed Consolidated Statements of Earnings for the thirteen weeks ended March 30, 2013 and March 31, 2012

    3  

 

Condensed Consolidated Statements of Comprehensive Income for the thirteen weeks ended March 30, 2013 and March 31, 2012

    4  

 

Condensed Consolidated Balance Sheets as of March 30, 2013 and December 29, 2012

    5  

 

Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended March 30, 2013 and March 31, 2012

    6  

 

Condensed Consolidated Statements of Shareholders' Equity for the thirteen weeks ended March 30, 2013 and March 31, 2012

    7  

 

Notes to Condensed Consolidated Financial Statements

    8  

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

    27  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

    34  

Item 4.

 

Controls and Procedures

    34  

PART II. OTHER INFORMATION

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

    35  

Item 5.

 

Other Information

    35  

Item 6.

 

Exhibits

    36  

Signatures

    37  

2


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(Unaudited)

 
  Thirteen Weeks Ended  
 
  March 30,
2013
  March 31,
2012
 

Product sales

  $ 740,447   $ 641,987  

Services sales

    79,183     75,363  
           

Net sales

    819,630     717,350  

Product cost of sales

    529,161     482,708  

Services cost of sales

    55,100     48,328  
           

Total cost of sales

    584,261     531,036  
           

Gross profit

    235,369     186,314  

Selling, general and administrative expenses

    117,179     103,496  
           

Operating income

    118,190     82,818  
           

Other income (expenses):

             

Interest expense

    (8,190 )   (7,807 )

Interest income

    1,353     2,078  

Other

    1,556     1,577  
           

    (5,281 )   (4,152 )
           

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

    112,909     78,666  
           

Income tax expense (benefit):

             

Current

    38,660     27,029  

Deferred

    (3,687 )   737  
           

    34,973     27,766  
           

Earnings before equity in earnings of nonconsolidated subsidiaries

    77,936     50,900  

Equity in earnings of nonconsolidated subsidiaries

    204     1,688  
           

Net earnings

    78,140     52,588  

Less: Earnings attributable to noncontrolling interests

    (571 )   (263 )
           

Net earnings attributable to Valmont Industries, Inc. 

  $ 77,569   $ 52,325  
           

Earnings per share:

             

Basic

  $ 2.92   $ 1.98  
           

Diluted

  $ 2.89   $ 1.96  
           

Cash dividends declared per share

  $ 0.225   $ 0.180  
           

Weighted average number of shares of common stock outstanding—Basic (000 omitted)

    26,583     26,396  
           

Weighted average number of shares of common stock outstanding—Diluted (000 omitted)

    26,859     26,678  
           

   

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

 
  Thirteen Weeks Ended  
 
  March 30,
2013
  March 31,
2012
 

Net earnings

  $ 78,140   $ 52,588  
           

Other comprehensive income (loss), net of tax:

             

Foreign currency translation adjustments:

             

Unrealized translation gains (losses)

    (9,620 )   29,562  

Realized (loss) included in net earnings during the period

    (5,194 )    

Unrealized loss on cash flow hedge:

             

Amortization cost included in interest expense

    100     100  

Actuarial gain (loss) in defined benefit pension plan

   
(936

)
 
1,871
 
           

Other comprehensive income (loss)

    (15,650 )   31,533  
           

Comprehensive income

    62,490     84,121  

Comprehensive loss (income) attributable to noncontrolling interests

   
1,640
   
(5,014

)
           

Comprehensive income attributable to Valmont Industries, Inc. 

  $ 64,130   $ 79,107  
           

   

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except shares and per share amounts)

(Unaudited)

 
  March 30,
2013
  December 29,
2012
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

  $ 419,996   $ 414,129  

Receivables, net

    503,933     515,902  

Inventories

    451,257     412,384  

Prepaid expenses

    33,555     25,144  

Refundable and deferred income taxes

    61,745     58,381  
           

Total current assets

    1,470,486     1,425,940  
           

Property, plant and equipment, at cost

    1,025,003     994,774  

Less accumulated depreciation and amortization

    490,653     482,162  
           

Net property, plant and equipment

    534,350     512,612  
           

Goodwill

    339,818     330,791  

Other intangible assets, net

    171,764     172,270  

Other assets

    100,826     126,938  
           

Total assets

  $ 2,617,244   $ 2,568,551  
           

LIABILITIES AND SHAREHOLDERS' EQUITY

             

Current liabilities:

             

Current installments of long-term debt

  $ 189   $ 224  

Notes payable to banks

    13,324     13,375  

Accounts payable

    211,572     212,424  

Accrued employee compensation and benefits

    78,112     101,905  

Accrued expenses

    85,504     78,503  

Income taxes payable

    16,061      

Dividends payable

    6,020     6,002  
           

Total current liabilities

    410,782     412,433  
           

Deferred income taxes

    86,591     88,300  

Long-term debt, excluding current installments

    472,249     472,593  

Defined benefit pension liability

    96,841     112,043  

Deferred compensation

    37,693     31,920  

Other noncurrent liabilities

    49,163     44,252  

Shareholders' equity:

             

Preferred stock of $1 par value—
Authorized 500,000 shares; none issued

         

Common stock of $1 par value—
Authorized 75,000,000 shares; 27,900,000 issued

    27,900     27,900  

Retained earnings

    1,372,737     1,300,529  

Accumulated other comprehensive income

    30,499     43,938  

Treasury stock

    (21,518 )   (22,455 )
           

Total Valmont Industries, Inc. shareholders' equity

    1,409,618     1,349,912  
           

Noncontrolling interest in consolidated subsidiaries

    54,307     57,098  
           

Total shareholders' equity

    1,463,925     1,407,010  
           

Total liabilities and shareholders' equity

  $ 2,617,244   $ 2,568,551  
           

   

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

 
  Thirteen Weeks Ended  
 
  March 30,
2013
  March 31,
2012
 

Cash flows from operating activities:

             

Net earnings

  $ 78,140   $ 52,588  

Adjustments to reconcile net earnings to net cash flows from operations:

             

Depreciation and amortization

    19,208     17,340  

Stock-based compensation

    1,675     1,563  

Defined benefit pension plan expense

    1,633     1,021  

Contribution to defined benefit pension plan

    (10,346 )   (10,750 )

Gain on sale of property, plant and equipment

    (66 )   (1 )

Equity in earnings in nonconsolidated subsidiaries

    (204 )   (1,688 )

Deferred income taxes

    (3,687 )   737  

Changes in assets and liabilities (net of acquisitions):

             

Receivables

    19,006     (22,702 )

Inventories

    (30,390 )   (41,032 )

Prepaid expenses

    (2,786 )   (1,052 )

Accounts payable

    (5,303 )   (5,445 )

Accrued expenses

    (17,808 )   (7,417 )

Other noncurrent liabilities

    1,130     318  

Income taxes payable

    14,410     3,648  
           

Net cash flows from operating activities

    64,612     (12,872 )
           

Cash flows from investing activities:

             

Purchase of property, plant and equipment

    (21,845 )   (20,134 )

Proceeds from sale of assets

    29,415     45  

Acquisitions, net of cash acquired

    (54,714 )    

Other, net

    2,789     2,673  
           

Net cash flows from investing activities

    (44,355 )   (17,416 )
           

Cash flows from financing activities:

             

Net borrowings under short-term agreements

    (573 )   725  

Proceeds from long-term borrowings

        3,000  

Principal payments on long-term borrowings

    (16 )   (3,035 )

Dividends paid

    (6,001 )   (4,767 )

Dividends to noncontrolling interest

    (1,476 )   (431 )

Proceeds from exercises under stock plans

    11,697     8,230  

Excess tax benefits from stock option exercises

    226     2,134  

Purchase of common treasury shares—stock plan exercises

    (12,375 )   (7,747 )
           

Net cash flows from financing activities

    (8,518 )   (1,891 )
           

Effect of exchange rate changes on cash and cash equivalents

    (5,872 )   8,853  
           

Net change in cash and cash equivalents

    5,867     (23,326 )

Cash and cash equivalents—beginning of year

    414,129     362,894  
           

Cash and cash equivalents—end of period

  $ 419,996   $ 339,568  
           

   

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

(Dollars in thousands)

(Unaudited)

 
  Common
stock
  Additional
paid-in
capital
  Retained
earnings
  Accumulated
other
comprehensive
income (loss)
  Treasury
stock
  Noncontrolling
interest in
consolidated
subsidiaries
  Total
shareholders'
equity
 

Balance at December 31, 2011

  $ 27,900   $   $ 1,079,698   $ 64,052   $ (24,688 ) $ 50,949   $ 1,197,911  

Net earnings

            52,325             263     52,588  

Other comprehensive income

                26,782         4,751     31,533  

Cash dividends declared

            (4,778 )               (4,778 )

Dividends to noncontrolling interests

                        (431 )   (431 )

Stock plan exercises; 69,376 shares acquired

                    (7,747 )       (7,747 )

Stock options exercised; 133,510 shares issued

        (3,605 )   3,410         8,425         8,230  

Tax benefit from stock option exercises

        2,134                       2,134  

Stock option expense

        1,245                       1,245  

Stock awards; 402 shares issued

        226             92         318  
                               

Balance at March 31, 2012

  $ 27,900   $   $ 1,130,655   $ 90,834   $ (23,918 ) $ 55,532   $ 1,281,003  
                               

Balance at December 29, 2012

  $ 27,900   $   $ 1,300,529   $ 43,938   $ (22,455 ) $ 57,098   $ 1,407,010  

Net earnings

            77,569             571     78,140  

Other comprehensive loss

                (13,439 )       (2,211 )   (15,650 )

Cash dividends declared

            (6,020 )               (6,020 )

Dividends to noncontrolling interests

                        (1,476 )   (1,476 )

Acquisition of Locker

                        325     325  

Stock plan exercises; 77,955 shares acquired

                    (12,375 )       (12,375 )

Stock options exercised; 156,342 shares issued

        (1,901 )   659         12,939         11,697  

Tax benefit from stock option exercises

        226                     226  

Stock option expense

        1,313                     1,313  

Stock awards; 2,667 shares issued

        362             373         735  
                               

Balance at March 30, 2013

  $ 27,900   $   $ 1,372,737   $ 30,499   $ (21,518 ) $ 54,307   $ 1,463,925  
                               

   

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Condensed Consolidated Financial Statements

        The Condensed Consolidated Balance Sheet as of March 30, 2013, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen weeks ended March 30, 2013 and March 31, 2012, and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirteen week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of March 30, 2013 and for all periods presented.

        Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2012. The accounting policies and methods of computation followed in these interim financial statements are the same as those followed in the financial statements for the year ended December 29, 2012. In 2013, the Company changed its presentation of certain intercompany utility structure sales to align with management's current reporting structure. In 2013, those sales were recorded as part of the Engineered Infrastructure Products (EIP) segment. In 2012, these sales were recorded in the Utility Support Structures segment. Fiscal 2012 reporting was reclassified to conform with the 2013 presentation. Accordingly, fiscal 2012 EIP segment sales (and the associated intersegment sales elimination) increased by $6,028. Fiscal 2012 segment sales (after intersegment sales eliminations) and operating income were unchanged from amounts previously reported. The results of operations for the period ended March 30, 2013 are not necessarily indicative of the operating results for the full year.

    Inventories

        Approximately 40% and 43% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of March 30, 2013 and December 29, 2012, respectively. All other inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods. The excess of replacement cost of inventories over the LIFO value is approximately $44,517 and $45,822 at March 30, 2013 and December 29, 2012, respectively.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Inventories consisted of the following:

 
  March 30,
2013
  December 29,
2012
 

Raw materials and purchased parts

  $ 212,124   $ 199,808  

Work-in-process

    35,917     36,114  

Finished goods and manufactured goods

    247,733     222,284  
           

Subtotal

    495,774     458,206  

Less: LIFO reserve

    44,517     45,822  
           

  $ 451,257   $ 412,384  
           

    Income Taxes

        Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen weeks ended March 30, 2013 and March 31, 2012, were as follows:

 
  2013   2012  

United States

  $ 89,384   $ 62,695  

Foreign

    23,525     15,971  
           

  $ 112,909   $ 78,666  
           

    Pension Benefits

        The Company incurs expenses in connection with the Delta Pension Plan ("DPP"). The DPP was acquired as part of the Delta plc acquisition in fiscal 2010 and has no members that are active employees. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits.

        The components of the net periodic pension expense for the thirteen weeks ended March 31, 2012 and March 30, 2013 were as follows:

 
  2013   2012  

Net Periodic Benefit Cost:

             

Interest cost

  $ 6,571   $ 5,773  

Expected return on plan assets

    (4,938 )   (4,752 )
           

Net periodic benefit expense

  $ 1,633   $ 1,021  
           

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Stock Plans

        The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common stock. At March 30, 2013, 446,126 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization.

        Under the plans, the exercise price of each option equals the closing market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three to six years or on the fifth anniversary of the grant.

        Expiration of grants is from six to ten years from the date of grant. The Company's compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock options for the thirteen weeks ended March 30, 2013 and March 31, 2012, respectively, were as follows:

 
  2013   2012  

Compensation expense

  $ 1,313   $ 1,245  

Income tax benefits

    506     479  

    Equity Method Investments

        The Company has equity method investments in non-consolidated subsidiaries, which are recorded within "Other assets" on the Condensed Consolidated Balance Sheet. In February 2013, the Company sold its nonconsolidated investment in Manganese Materials Company Pty. Ltd. to the majority owner of the business for approximately $29.2 million. The profit on the sale was not significant, which included the recognition of $5,194 in currency translation adjustments previously recorded as part of "Accumulated other comprehensive income" on the Condensed consolidated balance sheet. The Company also recognized certain deferred tax benefits of approximately $3.2 million associated with the sale in the first quarter of fiscal 2013.

    Fair Value

        The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements ("ASC 820") which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

        ASC 820 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

            Level 1:    Quoted market prices in active markets for identical assets or liabilities.

            Level 2:    Observable market based inputs or unobservable inputs that are corroborated by market data.

            Level 3:    Unobservable inputs that are not corroborated by market data.

        The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

        Following is a description of the valuation methodologies used for assets and liabilities measured at fair value.

        Trading Securities: The assets and liabilities recorded for the investments held in the Valmont Deferred Compensation Plan represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting Standards Codification 320, Accounting for Certain Investments in Debt and Equity Securities, considering the employee's ability to change investment allocation of their deferred compensation at any time. Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input.

 
   
  Fair Value Measurement Using:  
 
  Carrying Value
March 30, 2013
  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

Assets:

                         

Trading Securities

  $ 24,071   $ 24,071   $   $  

 

 
   
  Fair Value Measurement Using:  
 
  Carrying Value
December 29, 2012
  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

Assets:

                         

Trading Securities

  $ 20,087   $ 20,087   $   $  

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

    Comprehensive Income

        Comprehensive income includes net earnings, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. Accumulated other comprehensive income (loss) consisted of the following at March 30, 2013 and December 29, 2012:

 
  Foreign
Currency
Translation
Adjustments
  Unrealized
Loss on Cash
Flow Hedge
  Defined Benefit
Pension Plan
  Accumulated
Other
Comprehensive
Income
 

Balance at December 29, 2012

  $ 30,576   $ (2,935 ) $ 16,297   $ 43,938  

Current-period comprehensive income (loss)

    (12,603 )   100     (936 )   (13,439 )
                   

Balance at March 30, 2013

  $ 17,973   $ (2,835 ) $ 15,361   $ 30,499  
                   

(2) ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD.

        On February 5, 2013, the Company purchased 100% of the outstanding shares of Locker Group Holdings Pty. Ltd. (Locker). Locker is a manufacturer of perforated and expanded metal for the non-residential market, industrial flooring and handrails for the access systems market, and screening media for applications in the industrial and mining sectors in Australia and Asia. Locker's annual sales for the twelve months prior to the acquisition date were approximately $80,000 and its operations are reported in the Engineered Infrastructure Products Segment. The purchase price paid for the business at closing (net of $116 cash acquired) was $54,714 and before a net working capital adjustment of $1,562 to be received from the sellers. In addition, a maximum of $7,911 additional purchase price upon the achievement of certain gross profit and inventory targets over the next two years. The Company determined the present value of the potential addition purchase price at February 5, 2013 to be $6,175. The acquisition, which was funded by cash held by the Company, was completed to expand our product offering and sales coverage for access systems and related products in Asia Pacific.

        The preliminary fair value measurement was completed at March 30, 2013, subject to management reviews and completion of the fair value measurements of the assets acquired and liabilities assumed. The Company expects the fair value measurement process to be completed in the second quarter of 2013.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(2) ACQUISITION OF LOCKER GROUP HOLDINGS PTY. LTD. (Continued)

        The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of acquisition.

 
  At February 5,
2013
 

Current assets

  $ 27,273  

Property, plant and equipment

    19,326  

Intangible assets

    9,509  

Goodwill

    16,740  
       

Total fair value of assets acquired

  $ 72,848  
       

Current liabilities

    9,595  

Deferred income taxes

    2,808  

Other non-current liabilities

    677  

Non-controlling interests

    325  
       

Total fair value of liabilities assumed and non-controlling interests

    13,405  
       

Net assets acquired

  $ 59,443  
       

        The Company's Condensed Consolidated Statements of Earnings for the period ended March 30, 2013 included $11,854 and $250 of net sales and net earnings, respectively, resulting from Locker's operations from February 5, 2013 and March 30, 2013.

        Based on the preliminary valuation, the Company allocated $9,509 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Locker acquired intangible assets and the respective weighted-average amortization periods:

 
  Amount   Weighted
Average
Amortization
Period
(Years)
 

Trade Names

  $ 2,330     Indefinite  

Customer Relationships

    7,179     7.0  
             

  $ 9,509        
             

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS

    Amortized Intangible Assets

        The components of amortized intangible assets at March 30, 2013 and December 29, 2012 were as follows:

 
  March 30, 2013
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Weighted
Average
Life

Customer Relationships

  $ 173,409   $ 65,701   13 years

Proprietary Software & Database

    3,078     2,820   6 years

Patents & Proprietary Technology

    9,591     5,701   8 years

Non-compete Agreements

    1,799     1,560   6 years
             

  $ 187,877   $ 75,782    
             

 

 
  December 29, 2012
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Weighted
Average
Life

Customer Relationships

  $ 170,556   $ 62,957   13 years

Proprietary Software & Database

    3,073     2,795   6 years

Patents & Proprietary Technology

    9,953     5,517   8 years

Non-compete Agreements

    1,807     1,542   6 years
             

  $ 185,389   $ 72,811    
             

        Amortization expense for intangible assets for the thirteen weeks ended March 30, 2013 and March 31, 2012, respectively was as follows:

 
  2013   2012    
    $ 4,238   $ 3,545    

        Estimated annual amortization expense related to finite-lived intangible assets is as follows:

 
  Estimated
Amortization
Expense
 

2013

  $ 15,673  

2014

    15,045  

2015

    14,202  

2016

    13,659  

2017

    13,626  

        The useful lives assigned to finite-lived intangible assets included consideration of factors such as the Company's past and expected experience related to customer retention rates, the remaining legal or

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)

contractual life of the underlying arrangement that resulted in the recognition of the intangible asset and the Company's expected use of the intangible asset.

    Non-amortized intangible assets

        Intangible assets with indefinite lives are not amortized. The carrying values of trade names at March 30, 2013 and December 29, 2012 were as follows:

 
  March 30,
2013
  December 29,
2012
  Year
Acquired
 

Webforge

  $ 16,411   $ 17,411     2010  

Newmark

    11,111     11,111     2004  

Ingal EPS/Ingal Civil Products

    8,661     9,189     2010  

Donhad

    6,534     6,932     2010  

Industrial Galvanizers

    3,799     4,030     2010  

Other

    13,153     11,019        
                 

  $ 59,669   $ 59,692        
                 

        In its determination of these intangible assets as indefinite-lived, the Company considered such factors as its expected future use of the intangible asset, legal, regulatory, technological and competitive factors that may impact the useful life or value of the intangible asset and the expected costs to maintain the value of the intangible asset. The Company expects that these intangible assets will maintain their value indefinitely. Accordingly, these assets are not amortized.

        The Company's trade names were tested for impairment in the third quarter of 2012. The values of the trade names were determined using the relief-from-royalty method. Based on this evaluation, the Company determined that its trade names were not impaired.

    Goodwill

        The carrying amount of goodwill by segment as of March 30, 2013 and December 29, 2012 was as follows:

 
  Engineered
Infrastructure
Products
Segment
  Utility
Support
Structures
Segment
  Coatings
Segment
  Irrigation
Segment
  Other   Total  

Balance at December 29, 2012

  $ 155,185   $ 77,141   $ 77,053   $ 2,517   $ 18,895   $ 330,791  

Acquisitions

    16,740                     16,740  

Foreign currency translation

    (6,238 )       (397 )   7     (1,085 )   (7,713 )

Other

    1,737     (1,737 )                
                           

Balance at March 30, 2013

  $ 167,424   $ 75,404   $ 76,656   $ 2,524   $ 17,810   $ 339,818  
                           

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)

        The goodwill from acquisitions arose from the acquisition of Locker. The Company's goodwill was tested for impairment during the third quarter of 2012. As a result of that testing, the Company determined that its goodwill was not impaired, as the valuation of the reporting units exceeded their respective carrying values. The Company continues to monitor changes in the global economy that could impact future operating results of its reporting units. If such conditions arise, the Company will test a given reporting unit for impairment prior to the annual test.

(4) CASH FLOW SUPPLEMENTARY INFORMATION

        The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the thirteen weeks ended March 30, 2013 2013 and March 31, 2012 were as follows:

 
  2013   2012  

Interest

  $ 794   $ 367  

Income taxes

    28,896     21,246  

(5) EARNINGS PER SHARE

        The following table provides a reconciliation between Basic and Diluted earnings per share (EPS):

 
  Basic EPS   Dilutive Effect of
Stock Options
  Diluted EPS  

Thirteen weeks ended March 30, 2013:

                   

Net earnings attributable to Valmont Industries, Inc. 

  $ 77,569   $   $ 77,569  

Shares outstanding

    26,583     276     26,859  

Per share amount

  $ 2.92   $ (0.03 ) $ 2.89  

Thirteen weeks ended March 31, 2012:

                   

Net earnings attributable to Valmont Industries, Inc. 

  $ 52,325   $   $ 52,325  

Shares outstanding

    26,396     282     26,678  

Per share amount

  $ 1.98   $ (0.02 ) $ 1.96  

        At March 30, 2013 and March 31, 2012, there were no outstanding stock options with exercise prices exceeding the market price of common stock.

16


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(6) BUSINESS SEGMENTS

        The Company has four reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and the allocation of capital within the segment. Net corporate expense is net of certain service-related expenses that are allocated to business units generally on the basis of employee headcounts and sales dollars.

        Reportable segments are as follows:

        ENGINEERED INFRASTRUCTURE PRODUCTS:    This segment consists of the manufacture of engineered metal structures and components for the global lighting and traffic, wireless communication, roadway safety and access systems applications;

        UTILITY SUPPORT STRUCTURES:    This segment consists of the manufacture of engineered steel and concrete structures for the global utility industry;

        COATINGS:    This segment consists of galvanizing, anodizing and powder coating services on a global basis; and

        IRRIGATION:    This segment consists of the manufacture of agricultural irrigation equipment and related parts and services for the global agricultural industry.

        In addition to these four reportable segments, the Company has other businesses and activities that individually are not more than 10% of consolidated sales. These include the manufacture of forged steel grinding media for the mining industry, tubular products for industrial customers, electrolytic manganese dioxide for disposable batteries and the distribution of industrial fasteners and are reported in the "Other" category.

        The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its business segments based upon operating income and invested capital. The Company does not allocate interest expense, non-operating income and deductions, or income taxes to its business segments.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(6) BUSINESS SEGMENTS (Continued)

Summary by Business

 
  Thirteen Weeks Ended  
 
  March 30,
2013
  March 31,
2012
 

SALES:

             

Engineered Infrastructure Products segment:

             

Lighting, Traffic, and Roadway Products

  $ 147,170   $ 139,325  

Communication Products

    28,622     26,695  

Access Systems

    47,878     37,907  
           

Engineered Infrastructure Products segment

    223,670     203,927  

Utility Support Structures segment:

             

Steel

    210,497     166,964  

Concrete

    29,141     24,268  
           

Utility Support Structures segment

    239,638     191,232  

Coatings segment

    89,245     82,847  

Irrigation segment

    244,707     196,266  

Other

    77,869     86,063  
           

Total

    875,129     760,335  

INTERSEGMENT SALES:

             

Engineered Infrastructure Products

    29,452     18,420  

Utility Support Structures

    411     1,980  

Coatings

    14,330     12,697  

Irrigation

        425  

Other

    11,306     9,463  
           

Total

    55,499     42,985  

NET SALES:

             

Engineered Infrastructure Products segment

    194,218     185,507  

Utility Support Structures segment

    239,227     189,252  

Coatings segment

    74,915     70,150  

Irrigation segment

    244,707     195,841  

Other

    66,563     76,600  
           

Total

  $ 819,630   $ 717,350  
           

OPERATING INCOME:

             

Engineered Infrastructure Products

  $ 12,734   $ 8,024  

Utility Support Structures

    46,155     25,104  

Coatings

    13,420     16,512  

Irrigation

    54,559     38,408  

Other

    10,787     11,411  

Corporate

    (19,465 )   (16,641 )
           

Total

  $ 118,190   $ 82,818  
           

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION

        The Company has $450,000 principal amount of senior unsecured notes outstanding at a coupon interest rate of 6.625% per annum. The notes are guaranteed, jointly, severally, fully and unconditionally by certain of the Company's current and future direct and indirect domestic and foreign subsidiaries (collectively the "Guarantors"), excluding its other current domestic and foreign subsidiaries which do not guarantee the debt (collectively referred to as the "Non-Guarantors"). All Guarantors are 100% owned by the parent company.

        Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows:


CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen Weeks Ended March 30, 2013

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

Net sales

  $ 416,613   $ 170,849   $ 325,409   $ (93,241 ) $ 819,630  

Cost of sales

    300,680     128,998     248,383     (93,800 )   584,261  
                       

Gross profit

    115,933     41,851     77,026     559     235,369  

Selling, general and administrative expenses

    50,026     13,994     53,159         117,179  
                       

Operating income

    65,907     27,857     23,867     559     118,190  
                       

Other income (expense):

                               

Interest expense

    (7,755 )   (12,630 )   (434 )   12,629     (8,190 )

Interest income

    7     253     13,722     (12,629 )   1,353  

Other

    1,408     15     133         1,556  
                       

    (6,340 )   (12,362 )   13,421         (5,281 )
                       

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

    59,567     15,495     37,288     559     112,909  
                       

Income tax expense (benefit):

                               

Current

    21,175     6,836     10,470     179     38,660  

Deferred

    (1,754 )   303     (2,236 )       (3,687 )
                       

    19,421     7,139     8,234     179     34,973  
                       

Earnings before equity in earnings of nonconsolidated subsidiaries

    40,146     8,356     29,054     380     77,936  

Equity in earnings of nonconsolidated subsidiaries

    37,423     19,151     207     (56,577 )   204  
                       

Net earnings

  $ 77,569   $ 27,507   $ 29,261   $ (56,197 ) $ 78,140  
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
For the Thirteen Weeks Ended March 31, 2012

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

Net sales

  $ 364,840   $ 128,712   $ 293,942   $ (70,144 ) $ 717,350  

Cost of sales

    267,512     103,642     229,923     (70,041 )   531,036  
                       

Gross profit

    97,328     25,070     64,019     (103 )   186,314  

Selling, general and administrative expenses

    43,272     13,788     46,436         103,496  
                       

Operating income

    54,056     11,282     17,583     (103 )   82,818  
                       

Other income (expense):

                               

Interest expense

    (7,682 )   (12,257 )   (125 )   12,257     (7,807 )

Interest income

    9     194     14,132     (12,257 )   2,078  

Other

    1,459     14     104         1,577  
                       

    (6,214 )   (12,049 )   14,111         (4,152 )
                       

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

    47,842     (767 )   31,694     (103 )   78,666  
                       

Income tax expense (benefit):

                               

Current

    17,185     (901 )   10,745         27,029  

Deferred

    194     1,170     (627 )       737  
                       

    17,379     269     10,118         27,766  
                       

Earnings before equity in earnings of nonconsolidated subsidiaries

    30,463     (1,036 )   21,576     (103 )   50,900  

Equity in earnings of nonconsolidated subsidiaries

    21,862     23,108     1,656     (44,938 )   1,688  
                       

Net earnings

  $ 52,325   $ 22,072   $ 23,232   $ (45,041 ) $ 52,588  
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen Weeks Ended March 30, 2013

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

Net earnings

  $ 77,569   $ 27,507   $ 29,261   $ (56,197 ) $ 78,140  
                       

Other comprehensive income (loss), net of tax:

                               

Foreign currency translation adjustments:

                               

Unrealized gains (losses) arising during the period

        (38,321 )   28,701         (9,620 )

Realized (loss) included in net earnings during the period

            (5,194 )       (5,194 )
                       

        (38,321 )   23,507         (14,814 )
                       

Unrealized loss on cash flow hedge:

                               

Amortization cost included in interest expense          

    100                 100  
                       

    100                 100  
                       

Actuarial gain (loss) in defined benefit pension plan liability

            (936 )       (936 )

Equity in other comprehensive income

   
(13,539

)
 
   
   
13,539
   
 
                       

Other comprehensive income (loss)

    (13,439 )   (38,321 )   22,571     13,539     (15,650 )
                       

Comprehensive income

    64,130     (10,814 )   51,832     (42,658 )   62,490  

Comprehensive income attributable to noncontrolling interests

            1,640         1,640  
                       

Comprehensive income attributable to Valmont Industries, Inc. 

  $ 64,130   $ (10,814 ) $ 53,472   $ (42,658 ) $ 64,130  
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)


CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the Thirteen Weeks Ended March 31, 2012

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

Net earnings

  $ 52,325   $ 22,072   $ 23,232   $ (45,041 ) $ 52,588  

Other comprehensive income (loss), net of tax:

                               

Foreign currency translation adjustments:

                               

Unrealized gains (losses) arising during the period

        (16,367 )   45,929         29,562  
                       

        (16,367 )   45,929         29,562  
                       

Unrealized loss on cash flow hedge:

                               

Amortization cost included in interest expense          

    100                 100  
                       

    100                 100  
                       

Actuarial gain (loss) in defined benefit pension plan liability

            1,871         1,871  

Equity in other comprehensive income

   
26,682
   
   
   
(26,682

)
 
 
                       

Other comprehensive income (loss)

    26,782     (16,367 )   47,800     (26,682 )   31,533  
                       

Comprehensive income

    79,107     5,705     71,032     (71,723 )   84,121  

Comprehensive income attributable to noncontrolling interests

            (5,014 )       (5,014 )
                       

Comprehensive income attributable to Valmont Industries, Inc. 

  $ 79,107   $ 5,705   $ 66,018   $ (71,723 ) $ 79,107  
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS
March 30, 2013

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

ASSETS

                               

Current assets:

                               

Cash and cash equivalents

  $ 85,432   $ 34,501   $ 300,063   $   $ 419,996  

Receivables, net

    136,838     85,702     281,393         503,933  

Inventories

    149,557     80,654     221,046         451,257  

Prepaid expenses

    5,903     835     26,817         33,555  

Refundable and deferred income taxes

    29,118     7,082     25,545         61,745  
                       

Total current assets

    406,848     208,774     854,864         1,470,486  
                       

Property, plant and equipment, at cost

    465,837     129,868     429,298         1,025,003  

Less accumulated depreciation and amortization

    292,741     56,968     140,944         490,653  
                       

Net property, plant and equipment

    173,096     72,900     288,354         534,350  
                       

Goodwill

    20,108     107,542     212,168         339,818  

Other intangible assets

    458     52,074     119,232         171,764  

Investment in subsidiaries and intercompany accounts

    1,427,044     1,309,613     586,377     (3,323,034 )    

Other assets

    36,246         64,580         100,826  
                       

Total assets

  $ 2,063,800   $ 1,750,903   $ 2,125,575   $ (3,323,034 ) $ 2,617,244  
                       

LIABILITIES AND SHAREHOLDERS' EQUITY

                               

Current liabilities:

                               

Current installments of long-term debt

  $ 189   $   $   $   $ 189  

Notes payable to banks

            13,324         13,324  

Accounts payable

    70,976     16,992     123,604         211,572  

Accrued employee compensation and benefits

    44,181     6,249     27,682         78,112  

Accrued expenses

    41,337     3,628     40,539         85,504  

Income taxes payable

    16,061         647     (647 )   16,061  

Dividends payable

    6,020                 6,020  
                       

Total current liabilities

    178,764     26,869     205,796     (647 )   410,782  
                       

Deferred income taxes

    22,482     28,332     35,777         86,591  

Long-term debt, excluding current installments

    471,468     601,872     781     (601,872 )   472,249  

Defined benefit pension liability

            96,841         96,841  

Deferred compensation

    29,160         8,533         37,693  

Other noncurrent liabilities

    7,123         42,040         49,163  

Shareholders' equity:

                               

Common stock of $1 par value

    27,900     457,950     254,982     (712,932 )   27,900  

Additional paid-in capital

        150,286     893,274     (1,043,560 )    

Retained earnings

    1,306,299     539,295     441,195     (914,052 )   1,372,737  

Accumulated other comprehensive income

    42,122     (53,701 )   92,049     (49,971 )   30,499  

Treasury stock

    (21,518 )               (21,518 )
                       

Total Valmont Industries, Inc. shareholders' equity

    1,354,803     1,093,830     1,681,500     (2,720,515 )   1,409,618  
                       

Noncontrolling interest in consolidated subsidiaries

            54,307         54,307  
                       

Total shareholders' equity

    1,354,803     1,093,830     1,735,807     (2,720,515 )   1,463,925  
                       

Total liabilities and shareholders' equity

  $ 2,063,800   $ 1,750,903   $ 2,125,575   $ (3,323,034 ) $ 2,617,244  
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS
December 29, 2012

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

ASSETS

                               

Current assets:

                               

Cash and cash equivalents

  $ 40,926   $ 83,203   $ 290,000   $   $ 414,129  

Receivables, net

    144,161     86,403     285,338         515,902  

Inventories

    146,619     71,988     193,777         412,384  

Prepaid expenses

    7,153     1,029     16,962         25,144  

Refundable and deferred income taxes

    29,359     6,904     22,118         58,381  
                       

Total current assets

    368,218     249,527     808,195         1,425,940  
                       

Property, plant and equipment, at cost

    456,497     122,937     415,340         994,774  

Less accumulated depreciation and amortization

    288,226     55,239     138,697         482,162  
                       

Net property, plant and equipment

    168,271     67,698     276,643         512,612  
                       

Goodwill

    20,108     107,542     203,141         330,791  

Other intangible assets

    499     53,517     118,254         172,270  

Investment in subsidiaries and intercompany accounts

    1,456,159     1,246,777     615,152     (3,318,088 )    

Other assets

    32,511         94,427         126,938  
                       

Total assets

  $ 2,045,766   $ 1,725,061   $ 2,115,812   $ (3,318,088 ) $ 2,568,551  
                       

LIABILITIES AND SHAREHOLDERS' EQUITY

                               

Current liabilities:

                               

Current installments of long-term debt

  $ 189   $   $ 35   $   $ 224  

Notes payable to banks

            13,375         13,375  

Accounts payable

    72,610     22,006     117,808         212,424  

Accrued employee compensation and benefits

    61,572     10,530     29,803           101,905  

Accrued expenses

    30,641     4,674     43,188         78,503  

Income taxes payable

        31     669     (700 )    

Dividends payable

    6,002                 6,002  
                       

Total current liabilities

    171,014     37,241     204,878     (700 )   412,433  
                       

Deferred income taxes

    23,305     27,851     37,144         88,300  

Long-term debt, excluding current installments

    471,828     599,873     765     (599,873 )   472,593  

Defined benefit pension liability

            112,043         112,043  

Deferred compensation

    25,200         6,720         31,920  

Other noncurrent liabilities

    4,507         39,745         44,252  

Shareholders' equity:

                               

Common stock of $1 par value

    27,900     457,950     254,982     (712,932 )   27,900  

Additional paid-in capital

        150,286     893,274     (1,043,560 )    

Retained earnings

    1,300,529     467,240     443,337     (910,577 )   1,300,529  

Accumulated other comprehensive income

    43,938     (15,380 )   65,826     (50,446 )   43,938  

Treasury stock

    (22,455 )               (22,455 )
                       

Total Valmont Industries, Inc. shareholders' equity

    1,349,912     1,060,096     1,657,419     (2,717,515 )   1,349,912  
                       

Noncontrolling interest in consolidated subsidiaries

            57,098         57,098  
                       

Total shareholders' equity

    1,349,912     1,060,096     1,714,517     (2,717,515 )   1,407,010  
                       

Total liabilities and shareholders' equity

  $ 2,045,766   $ 1,725,061   $ 2,115,812   $ (3,318,088 ) $ 2,568,551  
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirteen Weeks Ended March 30, 2013

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

Cash flows from operating activities:

                               

Net earnings

  $ 77,569   $ 27,507   $ 29,261   $ (56,197 ) $ 78,140  

Adjustments to reconcile net earnings to net cash flows from operations:

                               

Depreciation and amortization

    4,787     3,318     11,103         19,208  

Stock-based compensation

    1,675                 1,675  

Defined benefit pension plan expense

            1,633         1,633  

Contribution to defined benefit pension plan

            (10,346 )       (10,346 )

Gain on sale of property, plant and equipment

    19     4     (89 )       (66 )

Equity in earnings in nonconsolidated subsidiaries

    3         (207 )       (204 )

Deferred income taxes

    (1,754 )   303     (2,236 )       (3,687 )

Changes in assets and liabilities (net of acquisitions):

                               

Receivables

    7,323     701     10,982         19,006  

Inventories

    (2,938 )   (8,666 )   (18,786 )       (30,390 )

Prepaid expenses

    1,249     194     (4,229 )       (2,786 )

Accounts payable

    (1,634 )   (5,014 )   1,345         (5,303 )

Accrued expenses

    (6,374 )   (5,328 )   (6,106 )       (17,808 )

Other noncurrent liabilities

    2,592         (1,462 )       1,130  

Income taxes payable (refundable)

    17,232     17     (3,018 )   179     14,410  
                       

Net cash flows from operating activities

    99,749     13,036     7,845     (56,018 )   64,612  
                       

Cash flows from investing activities:

                               

Purchase of property, plant and equipment

    (9,589 )   (7,084 )   (5,172 )       (21,845 )

Proceeds from sale of assets

    35         29,380         29,415  

Acquisitions, net of cash aquired

            (54,714 )         (54,714 )

Other, net

    (39,236 )   (54,761 )   40,768     56,018     2,789  
                       

Net cash flows from investing activities

    (48,790 )   (61,845 )   10,262     56,018     (44,355 )
                       

Cash flows from financing activities:

                               

Net borrowings under short-term agreements

            (573 )       (573 )

Proceeds from long-term borrowings

                     

Principal payments on long-term borrowings

            (16 )       (16 )

Dividends paid

    (6,001 )               (6,001 )

Dividends to noncontrolling interest

            (1,476 )       (1,476 )

Proceeds from exercises under stock plans

    11,697                 11,697  

Excess tax benefits from stock option exercises

    226                 226  

Purchase of common treasury shares—stock plan exercises:

    (12,375 )               (12,375 )
                       

Net cash flows from financing activities

    (6,453 )       (2,065 )       (8,518 )
                       

Effect of exchange rate changes on cash and cash equivalents

        107     (5,979 )       (5,872 )
                       

Net change in cash and cash equivalents

    44,506     (48,702 )   10,063         5,867  

Cash and cash equivalents—beginning of year

    40,926     83,203     290,000         414,129  
                       

Cash and cash equivalents—end of period

  $ 85,432   $ 34,501   $ 300,063   $   $ 419,996  
                       

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Thirteen Weeks Ended March 31, 2012

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

Cash flows from operations:

                               

Net earnings

  $ 52,325   $ 22,072   $ 23,232   $ (45,041 ) $ 52,588  

Adjustments to reconcile net earnings to net cash flows from operations:

                               

Depreciation and amortization

    4,595     3,171     9,574         17,340  

Stock-based compensation

    1,563                 1,563  

Defined benefit pension plan expense

            1,021         1,021  

Contribution to defined benefit pension plan

            (10,750 )       (10,750 )

Loss (gain) on sale of property, plant and equipment

    (9 )   7     1         (1 )

Equity in earnings of nonconsolidated subsidiaries

    (32 )       (1,656 )       (1,688 )

Deferred income taxes

    194     1,170     (627 )       737  

Changes in assets and liabilities:

                               

Receivables

    (17,142 )   (6,418 )   858         (22,702 )

Inventories

    (2,780 )   (5,263 )   (32,167 )   (822 )   (41,032 )

Prepaid expenses

    1,482     64     (2,598 )       (1,052 )

Accounts payable

    (1,667 )   (129 )   (3,649 )       (5,445 )

Accrued expenses

    1,379     (5,264 )   (3,532 )       (7,417 )

Other noncurrent liabilities

    1,190         (872 )       318  

Income taxes payable (refundable)

    3,684     10     (46 )       3,648  
                       

Net cash flows from operations

    44,782     9,420     (21,211 )   (45,863 )   (12,872 )
                       

Cash flows from investing activities:

                               

Purchase of property, plant and equipment

    (9,189 )   (2,784 )   (8,161 )       (20,134 )

Proceeds from sale of assets

    11     1     33         45  

Other, net

    (36,517 )   (8,934 )   2,261     45,863     2,673  
                       

Net cash flows from investing activities

    (45,695 )   (11,717 )   (5,867 )   45,863     (17,416 )
                       

Cash flows from financing activities:

                               

Net borrowings under short-term agreements

            725         725  

Proceeds from long-term borrowings

    3,000                 3,000  

Principal payments on long-term borrowings

    (3,000 )       (35 )       (3,035 )

Dividends paid

    (4,767 )               (4,767 )

Dividend to noncontrolling interests

            (431 )       (431 )

Proceeds from exercises under stock plans

    8,230                 8,230  

Excess tax benefits from stock option exercises

    2,134                 2,134  

Purchase of common treasury shares—stock plan exercises

    (7,747 )               (7,747 )
                       

Net cash flows from financing activities

    (2,150 )       259         (1,891 )
                       

Effect of exchange rate changes on cash and cash equivalents

        445     8,408         8,853  
                       

Net change in cash and cash equivalents

    (3,063 )   (1,852 )   (18,411 )       (23,326 )

Cash and cash equivalents—beginning of year

    27,545     18,257     317,092         362,894  
                       

Cash and cash equivalents—end of period

  $ 24,482   $ 16,405   $ 298,681   $   $ 339,568  
                       

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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

        Management's discussion and analysis 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 the Company 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. These statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Management believes that these forward-looking statements are based on reasonable assumptions. Many factors could affect the Company'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 the Company'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 materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments.

        This discussion should be read in conjunction with the financial statements and notes thereto, and the management's discussion and analysis included in the Company's Annual Report on Form 10-K for the fiscal year ended December 29, 2012.

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Results of Operations

        Dollars in millions, except per share amounts

 
  Thirteen Weeks Ended  
 
  March 30,
2013
  March 31,
2012
  % Incr.
(Decr.)
 

Consolidated

                   

Net sales

  $ 819.6   $ 717.4     14.2 %

Gross profit

    235.4     186.3     26.4 %

as a percent of sales

    28.7 %   26.0 %      

SG&A expense

    117.2     103.5     13.2 %

as a percent of sales

    14.3 %   14.4 %      

Operating income

    118.2     82.8     42.8 %

as a percent of sales

    14.4 %   11.5 %      

Net interest expense

    6.8     5.7     19.3 %

Effective tax rate

    31.0 %   35.3 %      

Net earnings

  $ 77.6   $ 52.3     48.4 %

Diluted earnings per share

  $ 2.89   $ 1.96     47.4 %

Engineered Infrastructure Products

                   

Net sales

  $ 194.2   $ 185.5     4.7 %

Gross profit

    53.6     46.6     15.0 %

SG&A expense

    40.9     38.6     6.0 %

Operating income

    12.7     8.0     58.8 %

Utility Support Structures

                   

Net sales

  $ 239.2   $ 189.3     26.4 %

Gross profit

    65.9     42.3     55.8 %

SG&A expense

    19.7     17.2     14.5 %

Operating income

    46.2     25.1     84.1 %

Coatings

                   

Net sales

  $ 74.9   $ 70.2     6.7 %

Gross profit

    23.1     25.3     (8.7 )%

SG&A expense

    9.7     8.8     10.2 %

Operating income

    13.4     16.5     (18.8 )%

Irrigation

                   

Net sales

  $ 244.7   $ 195.8     25.0 %

Gross profit

    76.5     56.0     36.6 %

SG&A expense

    21.9     17.6     24.4 %

Operating income

    54.6     38.4     42.2 %

Other

                   

Net sales

  $ 66.6   $ 76.6     (13.1 )%

Gross profit

    16.1     16.3     (1.2 )%

SG&A expense

    5.3     4.9     8.2 %

Operating income

    10.8     11.4     (5.3 )%

Net corporate expense

                   

Gross profit

  $ 0.2   $ (0.2 )   NM  

SG&A expense

    19.7     16.4     20.1 %

Operating loss

    (19.5 )   (16.6 )   (17.5 )%

    NM=Not meaningful

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    Overview

        On a consolidated basis, the increase in net sales in fiscal 2013, as compared with 2012, reflected improved sales in all reportable segments while sales were down in the "Other" category. Fiscal 2013 refers to the thirteen week period ended March 30, 2013 and fiscal 2012 refers to the thirteen week period ended March 31, 2012. For the company as a whole, the increase in net sales in 2013, as compared with 2012, was due to the following factors:

    Increased unit sales of approximately $55 million. The Irrigation and Utility Support Structures (Utility) segments reported increased sales volumes. Sales volumes in the other reportable segments were down slightly from 2012;

    Sales prices overall were up in fiscal 2013, as compared with 2012, due to price increases and favorable sales mix, resulting in approximately $31 million of increased revenues, and;

    The acquisition of Locker Holdings Group ("Locker") and Pure Metal Galvanizing ("PMG"), in the aggregate, accounted for approximately of $19.8 million in sales revenues in fiscal 2013. We acquired PMG in December 2012 and Locker in February 2013. We report Locker in the Engineered Infrastructure Products segment and PMG in the Coatings segment.

        Foreign currency translation factors, in the aggregate, resulted in a $4.2 million decrease in net sales and a $0.7 million decrease in operating profit, as compared with 2012.

        The increase in gross margin (gross profit as a percent of sales) in fiscal 2013, as compared with 2012, was due to improved sales prices and sales mix as well as lower raw material costs in 2013, as compared with 2012. In general, our cost of steel and other raw materials were slightly lower in the first quarter of 2013, as compared with the same period in 2012. LIFO expense in the first quarter of 2013 was $2.6 million lower than the same period in 2012, contributing to the comparatively higher gross margin in 2013, as compared with 2012.

        Selling, general and administrative (SG&A) spending in fiscal 2013, as compared with 2012, increased mainly due to the following factors:

    Expenses recorded by Locker and PMG, which were acquired after the first quarter of 2012, of $4.5 million;

    Increased compensation expenses of $3.5 million, mainly associated with increased employment levels and salary increases, and;

    Increased employee incentive accruals of $2.7 million, due to improved operating results and increased share price in valuing long-term incentive plans;

        On a reportable segment basis, all segments achieved improved operating income in the first quarter of 2013, as compared with 2012, except the Coatings segment and the "Other" category.

        Net interest expense increased in fiscal 2013, as compared with 2012. The increase was primarily attributable to lower interest income of $0.7 million due to reduced cash invested in Australia, as we used cash on hand to fund the Locker acquisition.

        Our effective income tax rate in fiscal 2013 was lower than 2012, mainly due to approximately $3.2 million of non-cash tax benefits associated with the first quarter 2013 sale of our nonconsolidated investment in South Africa and $1.0 million of increased research and development tax credits in the U.S.

        Earnings in non-consolidated subsidiaries were lower in 2013, as compared with 2012, due to the sale of our 49% owned manganese materials operation in February 2013. There was no significant gain or loss on the sale.

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        Our cash flows generated by operations were approximately $64.6 million in 2013, as compared with $12.9 million used by operations in 2012. The increase in operating cash flow in 2013 was the result of improved in net earnings and lower working capital increase in 2013, as compared with 2012.

    Engineered Infrastructure Products (EIP) segment

        The increase in net sales in fiscal 2013 as compared with 2012 was mainly due to the acquisition of Locker in February 2013 (approximately $11.5 million). Global lighting sales were lower in fiscal 2013, as compared with 2012, mainly due to lower sales in Europe. North American lighting and traffic structures sales in 2013 were slightly higher as compared with 2012. The transportation market for lighting and traffic structures continues to be challenging, as the lack of long-term highway funding legislation and state budget challenges, which we believe are limiting roadway project activity. Sales in other market channels such as sales to lighting fixture manufacturers and commercial construction projects in 2013 were stable as compared with 2012. In Europe, sales in fiscal 2013 were lower than 2012, as weak economic conditions and restricted government roadway spending activity hampered demand for lighting structures.

        Communication product line sales in fiscal 2013 were improved over 2012, mainly due to higher sales in North America in fiscal 2013, as compared with fiscal 2012. The increase in North America sales was mainly attributable to stronger sales demand for components due to 4G wireless communication development. In China, sales of wireless communication structures in fiscal 2013 were lower than fiscal 2012.

        Access systems product line sales improved in 2013, as compared with 2012, mainly due to the Locker acquisition in February 2013. Highway safety sales in 2013 were comparable with 2012, as spending for roads and highways in Australia continues to be relatively weak due to budgetary restrictions.

        Operating income for the segment in fiscal 2013 was higher than 2012, due primarily to improved operating performance of our pole structures operations in the Asia Pacific region and the effects of improved North American communication product sales. The increase in SG&A spending mainly was attributable to Locker (approximately $3.1 million). SG&A spending otherwise was lower in 2013, as compared with 2012, mainly associated with cost cutting measures taken in Europe in the latter part of 2012.

    Utility Support Structures (Utility) segment

        In the Utility segment, the sales increase in fiscal 2013, as compared with 2012, was due to improved unit sales volumes in global markets of approximately $25.9 million and improved pricing and sales mix in the U.S. of approximately $22.5 million. In the U.S., electrical utility companies continue to invest in the electrical grid at a high rate, as evidenced by record backlogs at December 29, 2012 and continued strong order flow in 2013. Certain low margin orders that shipped and were completed in fiscal 2012 contributed to improved sales prices in 2013, as compared with 2012. In international markets, the sales increase was related to higher sales in the Asia Pacific region and certain project sales in Africa.

        Operating income in fiscal 2013, as compared with 2012, increased due to the increase in sales volumes, improved sales pricing and mix and favorable leverage of fixed costs. The increase in SG&A expense in fiscal 2013, as compared with fiscal 2012, was mainly due to increased employee compensation ($0.9 million) and incentives ($0.5 million) associated with the increase in business levels and operating income.

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    Coatings segment

        Coatings segment sales increased in fiscal 2013, as compared with 2012, due mainly to the December 2012 PMG acquisition (approximately $8.0 million). In North America, we experienced slightly lower external demand for galvanizing services, although internal demand from our other segments was higher in 2013, as compared with 2012. Asia Pacific volumes in 2013 were lower than 2012 due to weak demand in Australia. Unit pricing in 2013 was comparable with 2012.

        The decrease in segment operating income in fiscal 2013, as compared with 2012, was mainly due to unfavorable factory productivity (approximately $1.5 million) and a less favorable sales mix. The operating profit associated with PMG in the first quarter of 2013 was not significant. SG&A expenses for the segment in fiscal 2013 were higher than the comparable periods in 2012, mainly due to PMG (approximately $1.5 million).

    Irrigation segment

        The increase in Irrigation segment net sales in fiscal 2013, as compared with 2012, was mainly due to improved sales volumes of approximately $38.9 million and favorable pricing and sales mix of approximately $11.6 million, offset by approximately $2.4 million of unfavorable currency translation effect. The pricing and sales mix effect was generally due to sales price increases that took effect after the first quarter of 2012 to recover higher material costs in early 2012. In global markets, the sales growth was due to very strong agricultural economies around the world. Farm commodity prices continue to be favorable. We believe that farm commodity prices have been favorable due to strong demand, including consumption in the production of ethanol and other fuels, and traditionally low inventories of major farm commodities. In addition, in North America, we believe widespread drought through much of the country in 2012 further highlighted the benefits of center pivot irrigation and contributed to enhanced demand for our products. In international markets, sales improved in fiscal 2013, as compared with 2012, mainly due to increased activity in Brazil.

        Operating income for the segment improved in 2013 over 2012, due to improved sales unit volumes in North America and related price increases. Moderating raw material prices in light of higher selling prices (including $1.6 million in lower LIFO expenses) also contributed to improved operating income in 2013, as compared with 2012. The most significant reason for the increase in SG&A expense in 2013, as compared with 2012, related to employee compensation costs and incentives (approximately $0.8 million) and other expenses to support the business activity levels and product development.

    Other

        This unit includes the grinding media, industrial tubing, electrolytic manganese and industrial fasteners operations. The decrease in sales in fiscal 2013, as compared with 2012, was mainly due lower sales volumes (approximately $4.8 million) and sales prices (approximately $3.7 million). Operating income in 2013 was down slightly from 2012, as lower raw material prices helped to dampen the effects of lower selling prices.

    Net corporate expense

        Net corporate expense in fiscal 2013 increased over 2012, due to higher employee incentives associated with improved net earnings and share price, which affected long-term incentive plans (approximately $1.7 million), higher compensation and employee benefit costs (approximately $1.7 million) and increased expenses associated with the Delta Pension Plan (approximately $0.6 million) and . These increases were partially offset by 2012 stamp duties incurred in Australia related to the 2011 Delta legal restructuring of $1.2 million that were not incurred in 2013.

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Liquidity and Capital Resources

    Cash Flows

        Working Capital and Operating Cash Flows—Net working capital was $1,059.7 million at March 30, 2013, as compared with $1,013.5 million at December 29, 2012. The increase in net working capital in 2013 mainly resulted from increased inventories to support the increase in sales. Cash flow provided by operations was $64.6 million in fiscal 2013, as compared with $12.9 million used by operations in fiscal 2012. The increase in operating cash flow in 2013 was the result of the improvement in net earnings along with less additional working capital increase in 2013, as compared with 2012.

        Investing Cash Flows—Capital spending in the first quarter of fiscal 2013 was $21.8 million, as compared with $20.1 million for the same period in 2012. The most significant capital spending projects in 2013 included certain capacity expansions in the Utility and Irrigation segments. We expect our capital spending for the 2013 fiscal year to be approximately $110 million. The increase in expected capital spending over 2012 is mainly due to capacity increases to meet the growing need for utility structures in the U.S. and additional manufacturing investment in the Irrigation segment. In 2013, investing cash flows reflects $29.4 million received from the sale of our 49% owned non-consolidated subsidiary in South Africa and $54.7 million paid for the Locker acquisition.

        Financing Cash Flows—Our total interest-bearing debt decreased slightly to $485.8 million at March 30, 2013 from $486.2 million at December 29, 2012. Financing cash flows overall were similar in 2013, as compared with 2012.

    Financing and Capital

        We have historically funded our growth, capital spending and acquisitions through a combination of operating cash flows and debt financing. We have an internal long-term objective to maintain long-term debt as a percent of invested capital at or below 40%. At March 30, 2013, our long-term debt to invested capital ratio was 23.2%, as compared with 23.9% at December 29, 2012. Subject to our level of acquisition activity and steel industry operating conditions (which could affect the levels of inventory we need to fulfill customer commitments), we plan to maintain this ratio below 40% in 2013.

        Our debt financing at March 30, 2013 consisted primarily of long-term debt. We also maintain certain short-term bank lines of credit totaling $101.8 million, $88.4 million of which was unused at March 30, 2013. Our long-term debt principally consists of:

    $450 million face value ($462 million carrying value) of senior unsecured notes that bear interest at 6.625% per annum and are due in April 2020. We are allowed to repurchase the notes at specified prepayment premiums. These notes are guaranteed by certain of our subsidiaries.

    $400 million revolving credit agreement with a group of banks. We may increase the credit facility by up to an additional $200 million at any time, subject to participating banks increasing the amount of their lending commitments. The interest rate on our borrowings will be, at our option, either:

    (a)
    LIBOR (based on a 1, 2, 3 or 6 month interest period, as selected by us) plus 125 to 225 basis points (inclusive of facility fees), depending on our ratio of debt to earnings before taxes, interest, depreciation and amortization (EBITDA), or;

    (b)
    the higher of

      The higher of (a) the prime lending rate and (b) the Federal Funds rate plus 50 basis points plus in each case, 25 to 100 basis points (inclusive of facility fees), depending on our ratio of debt to EBITDA, or

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          LIBOR (based on a 1 week interest period) plus 125 to 225 basis points (inclusive of facility fees), depending on our ratio of debt to EBITDA.

        At March 30, 2013 and December 29, 2012, we had no outstanding borrowings under the revolving credit agreement. The revolving credit agreement has a termination date of August 15, 2017, and contains certain financial covenants that may limit our additional borrowing capability under the agreement. At March 30, 2013, we had the ability to borrow $384.0 million under this facility, after consideration of standby letters of credit of $16.0 million associated with certain insurance obligations.

        These debt agreements contain covenants that require us to maintain certain coverage ratios and may limit us with respect to certain business activities, including capital expenditures. Our key debt covenants are as follows:

    Interest-bearing debt is not to exceed 3.5X EBITDA of the prior four quarters; and

    EBITDA over the prior four quarters must be at least 2.5X our interest expense over the same period.

        At March 30, 2013, we were in compliance with all covenants related to these debt agreements. The key covenant calculations at March 30, 2013 were as follows:

Interest-bearing debt

  $ 485,762  

EBITDA—last four quarters

    497,119  

Leverage ratio

    0.98  

EBITDA—last four quarters

 
$

497,119
 

Interest expense—last four quarters

    32,008  

Interest earned ratio

    15.53  

        The calculation of EBITDA—last four quarters (March 31, 2012 through March 30, 2013) is as follows:

Net cash flows from operations

  $ 274,581  

Interest expense

    32,008  

Income tax expense

    133,710  

Deferred income tax benefit

    703  

Noncontrolling interest

    (5,152 )

Equity in earnings of nonconsolidated subsidiaries

    4,644  

Stock-based compensation

    (5,941 )

Pension plan expense

    (4,893 )

Contribution to pension plan

    11,187  

Changes in assets and liabilities

    56,528  

Other

    (256 )
       

EBITDA

  $ 497,119  
       

Net earnings attributable to Valmont Industries, Inc. 

  $ 259,315  

Interest expense

    32,008  

Income tax expense

    133,710  

Depreciation and amortization expense

    72,086  
       

EBITDA

  $ 497,119  
       

        Our businesses are cyclical, but we have diversity in our markets, from a product, customer and a geographical standpoint. We have demonstrated the ability to effectively manage through business cycles and maintain liquidity. We have consistently generated operating cash flows in excess of our

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capital expenditures. Based on our available credit facilities, recent issuance of senior unsecured notes and our history of positive operational cash flows, we believe that we have adequate liquidity to meet our needs.

        We have not made any provision for U.S. income taxes in our financial statements on approximately $605.2 million of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Of our cash balances at March 30, 2013, approximately $330.5 million is held in entities outside the United States. If we need to repatriate foreign cash balances to the United States to meet our cash needs, income taxes would be paid to the extent that those cash repatriations were undistributed earnings of our foreign subsidiaries. The income taxes that we would pay if cash were repatriated depends on the amounts to be repatriated and from which country. If all of our cash outside the United States were to be repatriated to the United States, we estimate that we would pay approximately $36.7 million in income taxes to repatriate that cash.

Financial Obligations and Financial Commitments

        There have been no material changes to our financial obligations and financial commitments as described on page 37 in our Form 10-K for the fiscal year ended December 29, 2012.

Off Balance Sheet Arrangements

        There have been no changes in our off balance sheet arrangements as described on page 38 in our Form 10-K for the fiscal year ended December 29, 2012.

Critical Accounting Policies

        There have been no changes in our critical accounting policies as described on pages 39-43 in our Form 10-K for the fiscal year ended December 29, 2012 during the quarter ended March 30, 2013.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

        There were no material changes in the company's market risk during the quarter ended March 30, 2013. For additional information, refer to the section "Risk Management" in our Form 10-K for the fiscal year ended December 29, 2012.

Item 4.    Controls and Procedures

        The Company carried out an evaluation under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports the Company files or submits under the Securities Exchange Act of 1934 is (1) accumulated and communicated to management, including the Company's Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms.

        No changes in the Company's internal control over financial reporting occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds


Issuer Purchases of Equity Securities

 
  (a)
  (b)
  (c)
  (d)
 
Period
  Total
Number of
Shares
Purchased
  Average Price
paid
per share
  Total Number of
Shares
Purchased as
Part of
Publicly Announced
Plans or Programs
  Maximum
Number of
Shares that May
Yet Be Purchased
Under the
Plans or Programs
 

December 30, 2012 to January 26, 2013

                 

January 27, 2013 to March 2, 2013

    74,926     158.65          

March 3, 2013 to March 30, 2013

    3,029     161.18          
                   

Total

    77,955   $ 158.75          
                   

        During the third quarter, the only shares reflected above were those delivered to the Company by employees as part of stock option exercises, either to cover the purchase price of the option or the related taxes payable by the employee as part of the option exercise. The price paid per share was the market price at the date of exercise.

Item 5.    Other Information

Submission of Matters to a Vote of Security Holders

        Valmont's annual meeting of stockholders was held on April 30, 2013. The stockholders elected two directors to serve three-year terms, approved, on an advisory basis, a resolution approving Valmont's named executive officer compensation, approved the Valmont 2013 Stock Plan, approved the Valmont 2013 Executive Incentive Plan and ratified the appointment of Deloitte & Touche LLP to audit the Company's financial statements for fiscal 2013. For the annual meeting there were 26,750,561 shares outstanding and eligible to vote of which 24,441,549 were present at the meeting in person or by proxy. The tabulation for each matter voted upon at the meeting was as follows:

        Election of Directors:

 
  For   Withheld   Broker Non-Votes  

Kaj den Daas

    22,229,528     323,869     1,888,152  

James B. Milliken

    22,163,041     390,356     1,888,152  

        Advisory vote on executive compensation:

For

    22,261,137  

Against

    178,988  

Abstain

    113,272  

Broker non-votes

    1,888,152  

        Proposal to approve the Valmont 2013 Stock Plan:

For

    20,551,505  

Against

    1,945,225  

Abstain

    56,667  

Broker non-votes

    1,888,152  

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        Proposal to approve the Valmont 2013 Executive Incentive Plan:

For

    21,762,839  

Against

    732,286  

Abstain

    58,272  

Broker non-votes

    1,888,152  

        Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2013:

For

    24,136,055  

Against

    270,574  

Abstain

    34,920  

Item 6.    Exhibits

(a)
Exhibits

 
  Exhibit No.   Description
      31.1   Section 302 Certificate of Chief Executive Officer

 

 

 

31.2

 

Section 302 Certificate of Chief Financial Officer

 

 

 

32.1

 

Section 906 Certifications of Chief Executive Officer and Chief Financial Officer

 

 

 

101

 

The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information.

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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 and by the undersigned hereunto duly authorized.

    VALMONT INDUSTRIES, INC.
(Registrant)

 

 

/s/ RICHARD P. HEYSE

Richard P. Heyse
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Dated this 2nd day of May, 2013.

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Index of Exhibits

 
  Exhibit No.   Description
      31.1   Section 302 Certificate of Chief Executive Officer

 

 

 

31.2

 

Section 302 Certificate of Chief Financial Officer

 

 

 

32.1

 

Section 906 Certifications of Chief Executive Officer and Chief Financial Officer

 

 

 

101

 

The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended March 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information.

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