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VALMONT INDUSTRIES INC - Quarter Report: 2014 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 29, 2014

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   68154-5215
(Address of Principal Executive Offices)   (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

26,883,338
Outstanding shares of common stock as of April 22, 2014

   


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 29, 2014 and March 30, 2013

    3  

 

Condensed Consolidated Statements of Comprehensive Income for the thirteen weeks ended March 29, 2014 and March 30, 2013

    4  

 

Condensed Consolidated Balance Sheets as of March 29, 2014 and December 28, 2013

    5  

 

Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended March 29, 2014 and March 30, 2013

    6  

 

Condensed Consolidated Statements of Shareholders' Equity for the thirteen weeks ended March 29, 2014 and March 30, 2013

    7  

 

Notes to Condensed Consolidated Financial Statements

    8  

Item 2.

 

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

    29  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

    37  

Item 4.

 

Controls and Procedures

    37  

PART II. OTHER INFORMATION

 

Item 5.

 

Other Information

    38  

Item 6.

 

Exhibits

    38  

Signatures

    39  

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 29,
2014
  March 30,
2013
 

Product sales

  $ 681,043   $ 740,447  

Services sales

    70,697     79,183  
           

Net sales

    751,740     819,630  

Product cost of sales

    497,843     529,161  

Services cost of sales

    46,915     55,100  
           

Total cost of sales

    544,758     584,261  
           

Gross profit

    206,982     235,369  

Selling, general and administrative expenses

    108,134     117,179  
           

Operating income

    98,848     118,190  
           

Other income (expenses):

             

Interest expense

    (8,197 )   (8,190 )

Interest income

    1,739     1,353  

Other

    (5,812 )   1,556  
           

    (12,270 )   (5,281 )
           

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

    86,578     112,909  
           

Income tax expense (benefit):

             

Current

    32,938     38,660  

Deferred

    (2,923 )   (3,687 )
           

    30,015     34,973  
           

Earnings before equity in earnings of nonconsolidated subsidiaries

    56,563     77,936  

Equity in earnings of nonconsolidated subsidiaries

        204  
           

Net earnings

    56,563     78,140  

Less: Earnings attributable to noncontrolling interests

    (583 )   (571 )
           

Net earnings attributable to Valmont Industries, Inc. 

  $ 55,980   $ 77,569  
           
           

Earnings per share:

             

Basic

  $ 2.10   $ 2.92  
           
           

Diluted

  $ 2.08   $ 2.89  
           
           

Cash dividends declared per share

  $ 0.250   $ 0.225  
           
           

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

    26,715     26,583  
           
           

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

    26,950     26,859  
           
           

   

See accompanying notes to condensed consolidated financial statements.

3


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)

 
  Thirteen Weeks Ended  
 
  March 29,
2014
  March 30,
2013
 

Net earnings

  $ 56,563   $ 78,140  
           

Other comprehensive income (loss), net of tax:

             

Foreign currency translation adjustments:

             

Unrealized translation gain (loss)

    11,637     (9,620 )

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

   
(233

)
 
(936

)
           

Other comprehensive income (loss)

    11,504     (15,650 )
           

Comprehensive income

    68,067     62,490  

Comprehensive loss (income) attributable to noncontrolling interests

    88     1,640  
           

Comprehensive income attributable to Valmont Industries, Inc. 

  $ 68,155   $ 64,130  
           
           

   

See accompanying notes to condensed consolidated financial statements.

4


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

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

(Unaudited)

 
  March 29,
2014
  December 28,
2013
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

  $ 488,195   $ 613,706  

Receivables, net

    529,693     515,440  

Inventories

    424,825     380,000  

Prepaid expenses

    57,913     22,997  

Refundable and deferred income taxes

    57,935     65,697  
           

Total current assets

    1,558,561     1,597,840  
           

Property, plant and equipment, at cost

    1,171,914     1,017,126  

Less accumulated depreciation and amortization

    559,711     482,916  
           

Net property, plant and equipment

    612,203     534,210  
           

Goodwill

    355,844     349,632  

Other intangible assets, net

    226,469     170,917  

Other assets

    132,789     123,895  
           

Total assets

  $ 2,885,866   $ 2,776,494  
           
           

LIABILITIES AND SHAREHOLDERS' EQUITY

             

Current liabilities:

             

Current installments of long-term debt

  $ 188   $ 202  

Notes payable to banks

    14,860     19,024  

Accounts payable

    234,218     216,121  

Accrued employee compensation and benefits

    86,327     122,967  

Accrued expenses

    91,110     71,560  

Income taxes payable

    9,967      

Dividends payable

    6,721     6,706  
           

Total current liabilities

    443,391     436,580  
           

Deferred income taxes

    104,642     78,924  

Long-term debt, excluding current installments

    479,141     470,907  

Defined benefit pension liability

    139,047     154,397  

Deferred compensation

    46,502     39,109  

Other noncurrent liabilities

    53,340     51,731  

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

    1,615,696     1,562,670  

Accumulated other comprehensive income (loss)

    (35,510 )   (47,685 )

Treasury stock

    (19,897 )   (20,860 )
           

Total Valmont Industries, Inc. shareholders' equity

    1,588,189     1,522,025  
           

Noncontrolling interest in consolidated subsidiaries

    31,614     22,821  
           

Total shareholders' equity

    1,619,803     1,544,846  
           

Total liabilities and shareholders' equity

  $ 2,885,866   $ 2,776,494  
           
           

   

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 29,
2014
  March 30,
2013
 

Cash flows from operating activities:

             

Net earnings

  $ 56,563   $ 78,140  

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

             

Depreciation and amortization

    19,601     19,208  

Loss on investment

    3,386      

Stock-based compensation

    1,880     1,675  

Defined benefit pension plan expense

    662     1,633  

Contribution to defined benefit pension plan

    (17,484 )   (10,346 )

Gain on sale of property, plant and equipment

    (127 )   (66 )

Equity in earnings in nonconsolidated subsidiaries

        (204 )

Deferred income taxes

    (2,923 )   (3,687 )

Changes in assets and liabilities (net of acquisitions):

             

Receivables

    31,668     19,006  

Inventories

    (37,911 )   (30,390 )

Prepaid expenses

    (9,148 )   (2,786 )

Accounts payable

    (12,471 )   (5,303 )

Accrued expenses

    (29,889 )   (17,808 )

Other noncurrent liabilities

    1,551     1,130  

Income taxes payable

    16,559     14,410  
           

Net cash flows from operating activities

    21,917     64,612  
           

Cash flows from investing activities:

             

Purchase of property, plant and equipment

    (23,526 )   (21,845 )

Proceeds from sale of assets

    1,391     29,415  

Acquisitions, net of cash acquired

    (120,483 )   (54,714 )

Other, net

    (990 )   2,789  
           

Net cash flows from investing activities

    (143,608 )   (44,355 )
           

Cash flows from financing activities:

             

Net borrowings under short-term agreements

    (4,056 )   (573 )

Principal payments on long-term borrowings

    (63 )   (16 )

Dividends paid

    (6,706 )   (6,001 )

Dividends to noncontrolling interest

    (351 )   (1,476 )

Proceeds from exercises under stock plans

    7,860     11,697  

Excess tax benefits from stock option exercises

    2,296     226  

Purchase of common treasury shares—stock plan exercises

    (8,574 )   (12,375 )
           

Net cash flows from financing activities

    (9,594 )   (8,518 )
           

Effect of exchange rate changes on cash and cash equivalents

    5,774     (5,872 )
           

Net change in cash and cash equivalents

    (125,511 )   5,867  

Cash and cash equivalents—beginning of year

    613,706     414,129  
           

Cash and cash equivalents—end of period

  $ 488,195   $ 419,996  
           
           

   

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 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 income (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  
                               
                               

Balance at December 28, 2013

  $ 27,900   $   $ 1,562,670   $ (47,685 ) $ (20,860 ) $ 22,821   $ 1,544,846  

Net earnings

            55,980             583     56,563  

Other comprehensive income (loss)

                12,175         (671 )   11,504  

Cash dividends declared

            (6,721 )               (6,721 )

Dividends to noncontrolling interests

                        (351 )   (351 )

Acquisition of DS SM

                        9,232     9,232  

Stock plan exercises; 57,854 shares acquired

                    (8,574 )       (8,574 )

Stock options exercised; 110,339 shares issued

        (4,176 )   3,767         8,269         7,860  

Tax benefit from stock option exercises

        2,296                     2,296  

Stock option expense

        1,263                     1,263  

Stock awards; 8,290 shares issued

        617             1,268         1,885  
                               

Balance at March 29, 2014

  $ 27,900   $   $ 1,615,696   $ (35,510 ) $ (19,897 ) $ 31,614   $ 1,619,803  
                               
                               

   

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 29, 2014, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen weeks ended March 29, 2014 and March 30, 2013, 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 29, 2014 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 28, 2013. 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 28, 2013. The results of operations for the period ended March 29, 2014 are not necessarily indicative of the operating results for the full year.

    Inventories

        Approximately 44% 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 29, 2014 and December 28, 2013, 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 $45,601 and $45,204 at March 29, 2014 and December 28, 2013, respectively.

        Inventories consisted of the following:

 
  March 29,
2014
  December 28,
2013
 

Raw materials and purchased parts

  $ 183,412   $ 179,576  

Work-in-process

    39,617     27,294  

Finished goods and manufactured goods

    247,397     218,334  
           

Subtotal

    470,426     425,204  

Less: LIFO reserve

    45,601     45,204  
           

  $ 424,825   $ 380,000  
           
           

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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)

    Income Taxes

        Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen weeks ended March 29, 2014 and March 30, 2013, were as follows:

 
  Thirteen Weeks
Ended
 
 
  2014   2013  

United States

  $ 71,694   $ 89,384  

Foreign

    14,884     23,525  
           

  $ 86,578   $ 112,909  
           
           

    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 29, 2014 and March 30, 2013 were as follows:

 
  2014   2013  

Net periodic benefit expense:

             

Interest cost

  $ 7,197   $ 6,571  

Expected return on plan assets

    (6,535 )   (4,938 )
           

Net periodic benefit expense

  $ 662   $ 1,633  
           
           

    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 29, 2014, 1,476,466 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.

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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)

        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 29, 2014 and March 30, 2013, respectively, were as follows:

 
  Thirteen Weeks
Ended
 
 
  2014   2013  

Compensation expense

  $ 1,263   $ 1,313  

Income tax benefits

    486     506  

    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 $29,250. 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 $3,200 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 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.

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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)

        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 of $34,175 ($27,133 in December 2013) 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. The Company's ownership in Delta EMD Pty. Ltd. (JSE:DTA) of $10,255 and $13,910 is recorded at fair value at March 29, 2014 and December 28, 2013, respectively. 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 29,
2014
  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

Assets:

                         

Trading Securities

  $ 44,430   $ 44,430   $   $  

 

 
   
  Fair Value Measurement Using:  
 
  Carrying Value
December 28,
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

  $ 41,043   $ 41,043   $   $  

    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 29, 2014 and December 28, 2013:

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

Balance at December 28, 2013

  $ (20,165 ) $ (2,535 ) $ (24,985 ) $ (47,685 )

Current-period comprehensive income (loss)

    12,308     100     (233 )   12,175  
                   

Balance at March 29, 2014

  $ (7,857 ) $ (2,435 ) $ (25,218 ) $ (35,510 )
                   
                   

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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) ACQUISITIONS

        On March 3, 2014, the Company purchased 90% of the outstanding shares of DS SM A/S, which was renamed Valmont SM. Valmont SM is a manufacturer of heavy complex steel structures for a diverse range of industries including wind energy, offshore oil and gas, and electricity transmission. Valmont SM's operations are reported in the Engineered Infrastructure Products Segment. Valmont SM's annual sales are approximately $190,000 and operates two manufacturing locations in Denmark. The purchase price paid for the business at closing (net of $56 cash acquired) was $120,483, including the payoff of an intercompany loan. The purchase is subject to an earn-out clause that is contingent on meeting future operational metrics for which no liability has been established based on current expectations. Additionally, the fair value measurements are subject to a trade working capital adjustment that has not yet been finalized. The acquisition, which was funded by cash held by the Company, was completed to participate in markets for wind energy, oil and gas exploration, power transmission and other related infrastructure markets. The excess purchase price over the fair value of assets resulted in goodwill, which is not deductible for tax purposes.

        The preliminary fair value measurement was completed at March 29, 2014, 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 2014.

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

 
  At March 3,
2014
 

Current assets

  $ 73,421  

Property, plant and equipment

    69,438  

Intangible assets

    59,110  

Goodwill

    4,885  
       

Total fair value of assets acquired

  $ 206,854  
       

Current liabilities

    50,953  

Deferred income taxes

    17,245  

Intercompany note payable

    37,448  

Long-term debt

    8,941  

Non-controlling interests

    9,232  
       

Total fair value of liabilities assumed

    123,819  
       

Net assets acquired

  $ 83,035  
       
       

        The Company's Condensed Consolidated Statements of Earnings for the thirteen weeks ended March 29, 2014 included net sales and net earnings of $17,304 and $1,178, respectively, resulting from Valmont SM's operations from March 3, 2014 to March 29, 2014. No pro forma information for 2014 has been provided as it does not have a material effect on the financial statements.

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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) ACQUISITIONS (Continued)

        Based on the preliminary fair value assessments, the Company allocated $59,110 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Valmont SM's acquired intangible assets and the respective weighted average amortization periods:

 
  Amount   Weighted
Average
Amortization
Period
(Years)
 

Trade Names

  $ 12,986     Indefinite  

Customer Relationships

    46,124     15.0  
             

Total Intangible Assets

  $ 59,110        
             

        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 operations are reported in the Engineered Infrastructure Products Segment. The purchase price paid for the business at closing (net of $116 cash acquired) was $53,152. In addition, a maximum of $7,911 additional purchase price may be paid to the sellers upon the achievement of certain gross profit and inventory targets over the next two years. The Company determined the present value of the potential additional purchase price at February 5, 2013 to be $7,178. 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.

        In December 2013, the Company purchased 100% of the outstanding shares of Armorflex International Ltd. ("Armorflex") for $10,000. Armorflex is a company holding proprietary intellectual property for products serving the highway safety market. In the preliminary measurement of fair values of assets acquired and liabilities assumed, we recorded goodwill of $6,864 and an aggregate of $3,792 for customer relationships, patented technology and other intangible assets. The fair value measurements are not yet complete, due to final working capital calculations and certain income tax measurements that have not been finalized. The Company expects these measurements to be completed in the second quarter of 2014. The goodwill is not deductible for tax purposes. Armorflex is included in the Engineered Infrastructure Products segment and was acquired to expand the Company's highway safety product offerings in the Asia Pacific region. This acquisition did not have a significant effect on the Company's fiscal 2013 financial results.

        The Company's Consolidated Statement of Earnings for the thirteen weeks ended March 29, 2014 included net sales of $34,581 and net earnings of $1,686 resulting from the Valmont SM, Locker, and

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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) ACQUISITIONS (Continued)

Armorflex acquisitions. The pro forma effect of these acquisitions on the first quarter of 2013 Statement of Earnings was as follows:

 
  Thirteen weeks Ended
March 30, 2013
 

Net sales

  $ 867,855  

Net earnings

  $ 79,433  

Earnings per share—diluted

  $ 2.96  

(3) GOODWILL AND INTANGIBLE ASSETS

    Amortized Intangible Assets

        The components of amortized intangible assets at March 29, 2014 and December 28, 2013 were as follows:

 
  March 29, 2014
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Weighted
Average
Life

Customer Relationships

  $ 223,739   $ 79,746   13 years

Proprietary Software & Database

    3,949     2,942   6 years

Patents & Proprietary Technology

    11,463     7,671   8 years

Non-compete Agreements

    1,624     1,452   6 years
             

  $ 240,775   $ 91,811    
             
             

 

 
  December 28, 2013
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Weighted
Average
Life

Customer Relationships

  $ 177,495   $ 76,024   13 years

Proprietary Software & Database

    3,896     2,896   6 years

Patents & Proprietary Technology

    11,334     7,239   8 years

Non-compete Agreements

    1,620     1,438   6 years
             

  $ 194,345   $ 87,597    
             
             

        Amortization expense for intangible assets for the thirteen weeks ended March 29, 2014 and March 30, 2013, respectively was as follows:

2014   2013  
$ 4,103   $ 4,238  

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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)

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

 
  Estimated
Amortization
Expense
 

2014

  $ 18,211  

2015

    17,923  

2016

    17,350  

2017

    17,302  

2018

    15,616  

        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 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 29, 2014 and December 28, 2013 were as follows:

 
  March 29,
2014
  December 28,
2013
  Year
Acquired
 

Webforge

  $ 17,952   $ 17,787     2010  

Newmark

    11,111     11,111     2004  

Ingal EPS/Ingal Civil Products

    9,475     9,387     2010  

Donhad

    7,148     7,082     2010  

Industrial Galvanizers

    4,156     4,117     2010  

Valmont SM

    12,986         2014  

Other

    14,677     14,685        
                 

  $ 77,505   $ 64,169        
                 
                 

        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 2013 (exclusive of Valmont SM acquired in the first quarter of 2014). 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.

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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)

    Goodwill

        The carrying amount of goodwill by segment as of March 29, 2014 and December 28, 2013 was as follows:

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

Balance at December 28, 2013

  $ 175,442   $ 75,404   $ 77,062   $ 2,420   $ 19,304   $ 349,632  

Acquisitions

    4,885                     4,885  

Foreign currency translation

    1,310         (190 )   27     180     1,327  
                           

Balance at March 29, 2014

  $ 181,637   $ 75,404   $ 76,872   $ 2,447   $ 19,484   $ 355,844  
                           
                           

        The goodwill from acquisitions arose from the acquisition of Valmont SM in the first quarter of 2014. The Company's goodwill was tested for impairment during the third quarter of 2013. 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 29, 2014 and March 30, 2013 were as follows:

 
  2014   2013  

Interest

  $ 736   $ 794  

Income taxes

    13,345     28,896  

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(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 29, 2014:

                   

Net earnings attributable to Valmont Industries, Inc. 

  $ 55,980   $   $ 55,980  

Shares outstanding

    26,715     235     26,950  

Per share amount

  $ 2.10   $ (0.02 ) $ 2.08  

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  

        At March 29, 2014 there were 1,172 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share for the thirteen weeks ending March 29, 2014. At March 30, 2013, there were no outstanding stock options with exercise prices exceeding the market price of common stock.

(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, wind energy, offshore oil and gas, 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

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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)

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 29,
2014
  March 30,
2013
 

SALES:

             

Engineered Infrastructure Products segment:

             

Lighting, Traffic, and Roadway Products

  $ 138,977   $ 147,170  

Communication Products

    29,886     28,622  

Offshore Structures

    17,304      

Access Systems

    42,295     47,878  
           

Engineered Infrastructure Products segment

    228,462     223,670  

Utility Support Structures segment:

             

Steel

    191,437     211,011  

Concrete

    23,290     28,627  
           

Utility Support Structures segment

    214,727     239,638  

Coatings segment

    82,171     89,245  

Irrigation segment

    212,733     244,707  

Other

    58,602     77,869  
           

Total

    796,695     875,129  

INTERSEGMENT SALES:

             

Engineered Infrastructure Products segment

    19,565     29,452  

Utility Support Structures segment

    495     411  

Coatings segment

    14,953     14,330  

Irrigation segment

    9      

Other

    9,933     11,306  
           

Total

    44,955     55,499  

NET SALES:

             

Engineered Infrastructure Products segment

    208,897     194,218  

Utility Support Structures segment

    214,232     239,227  

Coatings segment

    67,218     74,915  

Irrigation segment

    212,724     244,707  

Other

    48,669     66,563  
           

Total

  $ 751,740   $ 819,630  
           
           

OPERATING INCOME:

             

Engineered Infrastructure Products segment

  $ 13,709   $ 12,734  

Utility Support Structures segment

    32,757     46,155  

Coatings segment

    13,886     13,420  

Irrigation segment

    43,146     54,559  

Other

    8,550     10,787  

Corporate

    (13,200 )   (19,465 )
           

Total

  $ 98,848   $ 118,190  
           
           

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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.

        In 2014, the Company classified "Equity in earnings of nonconsolidated subsidiaries" as an adjustment to reconcile net earnings to operating cash flows, as part of "Net cash flows from operating activities" in the Condensed Consolidating Statement of Cash Flows. In the 2013 Condensed Consolidating Statement of Cash Flows, these amounts were classified within "Other, net", as part of "Net cash flows from investing activities". The Company revised its presentation for 2013 with respect to the supplemental information included in this footnote in order to achieve comparability in the Condensed Consolidating Statements of Cash Flows.

        The revisions consisted of recording the amounts previously reported in "Other, net" in cash flows from investing activities that were related to earnings from subsidiaries to "Equity in earnings of nonconsolidated subsidiaries" in cash flows from operating activities. Accordingly, the eliminations to reconcile consolidated net earnings are contained in the "Net cash flows from operating activities".

        The "Non-Guarantor" and "Total" columns were not affected by any of these revisions. There was also no effect on the consolidated (total) net cash flows or any other statements in this footnote. The following is a reconciliation of the columns affected for 2013.

 
  Parent   Parent   Guarantor   Guarantor   Eliminations   Eliminations  
 
  As previously
reported
  As revised   As
previously
reported
  As revised   As previously
reported
  As revised  

2013

                                     

Cash flows from operating activities:

                                     

Equity in earnings of nonconsolidated subsidiaries

  $ 3   $ (37,423 ) $   $ (19,151 ) $   $ 56,577  

Net cash flows from operating activities

    99,749     62,323     13,036     (6,115 )   (56,018 )   559  

Cash flows from investing activities:

   
 
   
 
   
 
   
 
   
 
   
 
 

Other, net

    (39,236 )   (1,810 )   (54,761 )   (35,610 )   56,018     (559 )

Net cash flows from investing activities

    (48,790 )   (11,364 )   (61,845 )   (42,694 )   56,018     (559 )

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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)

        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 29, 2014

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net sales

  $ 376,642   $ 135,897   $ 300,281   $ (61,080 ) $ 751,740  

Cost of sales

    271,759     99,816     234,634     (61,451 )   544,758  
                       

Gross profit

    104,883     36,081     65,647     371     206,982  

Selling, general and administrative expenses

    47,790     12,991     47,353         108,134  
                       

Operating income

    57,093     23,090     18,294     371     98,848  
                       

Other income (expense):

                               

Interest expense

    (7,675 )   (10,880 )   (522 )   10,880     (8,197 )

Interest income

    20     183     12,416     (10,880 )   1,739  

Other

    67     (492 )   (5,387 )       (5,812 )
                       

    (7,588 )   (11,189 )   6,507         (12,270 )
                       

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

    49,505     11,901     24,801     371     86,578  
                       

Income tax expense (benefit):

                               

Current

    19,878     5,587     7,369     104     32,938  

Deferred

    (1,843 )   (412 )   (668 )       (2,923 )
                       

    18,035     5,175     6,701     104     30,015  
                       

Earnings before equity in earnings of nonconsolidated subsidiaries

    31,470     6,726     18,100     267     56,563  

Equity in earnings of nonconsolidated subsidiaries

   
24,510
   
8,939
   
   
(33,449

)
 
 
                       

Net earnings

    55,980     15,665     18,100     (33,182 )   56,563  

Less: Earnings attributable to noncontrolling interests

            (583 )       (583 )
                       

Net earnings attributable to Valmont Industries, Inc

  $ 55,980   $ 15,665   $ 17,517   $ (33,182 ) $ 55,980  
                       
                       

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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 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  

Less: Earnings attributable to noncontrolling interests

            (571 )       (571 )
                       

Net earnings attributable to Valmont Industries, Inc

  $ 77,569   $ 27,507   $ 28,690   $ (56,197 ) $ 77,569  
                       
                       

22


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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 29, 2014

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net earnings

  $ 55,980   $ 15,665   $ 18,100   $ (33,182 ) $ 56,563  
                       

Other comprehensive income (loss), net of tax:

                               

Foreign currency translation adjustments:

                               

Unrealized gains (losses) arising during the period

        (20,361 )   31,998         11,637  
                       

        (20,361 )   31,998         11,637  
                       

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

            (233 )       (233 )

Equity in other comprehensive income

   
12,075
   
   
   
(12,075

)
 
 
                       

Other comprehensive income (loss)

    12,175     (20,361 )   31,765     (12,075 )   11,504  
                       

Comprehensive income

    68,155     (4,696 )   49,865     (45,257 )   68,067  

Comprehensive income attributable to noncontrolling interests

            88         88  
                       

Comprehensive income attributable to Valmont Industries, Inc. 

  $ 68,155   $ (4,696 ) $ 49,953   $ (45,257 ) $ 68,155  
                       
                       

23


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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  
                       
                       

24


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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 29, 2014

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

ASSETS

                               

Current assets:

                               

Cash and cash equivalents

  $ 81,941   $ 29,825   $ 376,429   $   $ 488,195  

Receivables, net

    153,129     84,621     291,943         529,693  

Inventories

    153,676     67,478     203,671         424,825  

Prepaid expenses

    4,449     843     52,621         57,913  

Refundable and deferred income taxes

    34,436     8,558     14,941         57,935  
                       

Total current assets

    427,631     191,325     939,605         1,558,561  
                       

Property, plant and equipment, at cost

    533,430     127,203     511,281         1,171,914  

Less accumulated depreciation and amortization

    305,571     63,265     190,875         559,711  
                       

Net property, plant and equipment

    227,859     63,938     320,406         612,203  
                       

Goodwill

    20,108     107,542     228,194         355,844  

Other intangible assets

    333     47,257     178,879         226,469  

Investment in subsidiaries and intercompany accounts

    1,579,856     1,419,723     494,656     (3,494,235 )    

Other assets

    38,829         93,960         132,789  
                       

Total assets

  $ 2,294,616   $ 1,829,785   $ 2,255,700   $ (3,494,235 ) $ 2,885,866  
                       
                       

LIABILITIES AND SHAREHOLDERS' EQUITY

                               

Current liabilities:

                               

Current installments of long-term debt

  $ 188   $   $   $   $ 188  

Notes payable to banks

            14,860         14,860  

Accounts payable

    71,447     19,188     143,583         234,218  

Accrued employee compensation and benefits                  

    42,853     5,157     38,317         86,327  

Accrued expenses

    37,997     5,928     47,185         91,110  

Income taxes payable

    9,561     (9 )   415         9,967  

Dividends payable

    6,721                 6,721  
                       

Total current liabilities

    168,767     30,264     244,360         443,391  
                       

Deferred income taxes

    18,763     29,074     56,805         104,642  

Long-term debt, excluding current installments

    469,796     535,270     9,345     (535,270 )   479,141  

Defined benefit pension liability

            139,047         139,047  

Deferred compensation

    39,420         7,082         46,502  

Other noncurrent liabilities

    9,681         43,659         53,340  

Shareholders' equity:

                               

Common stock of $1 par value

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

Additional paid-in capital

        150,286     1,034,236     (1,184,522 )    

Retained earnings

    1,615,696     580,858     535,220     (1,116,078 )   1,615,696  

Accumulated other comprehensive income (loss)

    (35,510 )   46,083     (100,650 )   54,567     (35,510 )

Treasury stock

    (19,897 )               (19,897 )
                       

Total Valmont Industries, Inc. shareholders' equity

    1,588,189     1,235,177     1,723,788     (2,958,965 )   1,588,189  
                       

Noncontrolling interest in consolidated subsidiaries

            31,614         31,614  
                       

Total shareholders' equity

    1,588,189     1,235,177     1,755,402     (2,958,965 )   1,619,803  
                       

Total liabilities and shareholders' equity

  $ 2,294,616   $ 1,829,785   $ 2,255,700   $ (3,494,235 ) $ 2,885,866  
                       
                       

25


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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 28, 2013

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

ASSETS

                               

Current assets:

                               

Cash and cash equivalents

  $ 215,576   $ 49,053   $ 349,077   $   $ 613,706  

Receivables, net

    139,179     108,646     267,615         515,440  

Inventories

    132,953     70,231     176,816         380,000  

Prepaid expenses

    4,735     932     17,330         22,997  

Refundable and deferred income taxes

    41,167     8,351     16,179         65,697  
                       

Total current assets

    533,610     237,213     827,017         1,597,840  
                       

Property, plant and equipment, at cost

    522,734     125,764     368,628         1,017,126  

Less accumulated depreciation and amortization

    300,066     61,520     121,330         482,916  
                       

Net property, plant and equipment

    222,668     64,244     247,298         534,210  
                       

Goodwill

    20,108     107,542     221,982         349,632  

Other intangible assets

    346     48,461     122,110         170,917  

Investment in subsidiaries and intercompany accounts

    1,417,425     1,367,308     518,059     (3,302,792 )    

Other assets

    30,759         93,136         123,895  
                       

Total assets

  $ 2,224,916   $ 1,824,768   $ 2,029,602   $ (3,302,792 ) $ 2,776,494  
                       
                       

LIABILITIES AND SHAREHOLDERS' EQUITY

                               

Current liabilities:

                               

Current installments of long-term debt

  $ 188   $   $ 14   $   $ 202  

Notes payable to banks

            19,024         19,024  

Accounts payable

    62,153     20,365     133,603         216,121  

Accrued employee compensation and benefits                  

    76,370     13,713     32,884         122,967  

Accrued expenses

    28,362     7,315     35,883         71,560  

Income Taxes Payable

                     

Dividends payable

    6,706                 6,706  
                       

Total current liabilities

    173,779     41,393     221,408         436,580  
                       

Deferred income taxes

    18,983     29,279     30,662         78,924  

Long-term debt, excluding current installments

    470,175     514,223     732     (514,223 )   470,907  

Defined benefit pension liability

            154,397         154,397  

Deferred compensation

    32,339         6,770         39,109  

Other noncurrent liabilities

    7,615         44,116         51,731  

Shareholders' equity:

                               

Common stock of $1 par value

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

Additional paid-in capital

        150,286     891,236     (1,041,522 )    

Retained earnings

    1,562,670     565,193     517,703     (1,082,896 )   1,562,670  

Accumulated other comprehensive income

    (47,685 )   66,444     (115,225 )   48,781     (47,685 )

Treasury stock

    (20,860 )               (20,860 )
                       

Total Valmont Industries, Inc. shareholders' equity

    1,522,025     1,239,873     1,548,696     (2,788,569 )   1,522,025  
                       

Noncontrolling interest in consolidated subsidiaries

            22,821         22,821  
                       

Total shareholders' equity

    1,522,025     1,239,873     1,571,517     (2,788,569 )   1,544,846  
                       

Total liabilities and shareholders' equity

  $ 2,224,916   $ 1,824,768   $ 2,029,602   $ (3,302,792 ) $ 2,776,494  
                       
                       

26


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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 29, 2014

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

Cash flows from operating activities:

                               

Net earnings

  $ 55,980   $ 15,665   $ 18,100   $ (33,182 ) $ 56,563  

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

                               

Depreciation and amortization

    6,041     3,278     10,282         19,601  

Loss on investment

            3,386         3,386  

Stock-based compensation

    1,880                 1,880  

Defined benefit pension plan expense

            662         662  

Contribution to defined benefit pension plan

            (17,484 )       (17,484 )

Gain on sale of property, plant and equipment

    (9 )   (77 )   (41 )       (127 )

Equity in earnings in nonconsolidated subsidiaries            

    (24,510 )   (8,939 )       33,449      

Deferred income taxes

    (1,843 )   (412 )   (668 )       (2,923 )

Changes in assets and liabilities (net of acquisitions):

                               

Receivables

    (13,949 )   24,027     21,590         31,668  

Inventories

    (20,723 )   2,753     (19,941 )       (37,911 )

Prepaid expenses

    286     89     (9,523 )       (9,148 )

Accounts payable

    9,294     (1,175 )   (20,590 )       (12,471 )

Accrued expenses

    (22,614 )   (9,943 )   2,668         (29,889 )

Other noncurrent liabilities

    2,104         (553 )       1,551  

Income taxes payable (refundable)

    16,640     586     (667 )       16,559  
                       

Net cash flows from operating activities

    8,577     25,852     (12,779 )   267     21,917  
                       

Cash flows from investing activities:

                               

Purchase of property, plant and equipment

    (11,282 )   (1,767 )   (10,477 )       (23,526 )

Proceeds from sale of assets

    19     77     1,295         1,391  

Acquisitions, net of cash acquired

            (120,483 )       (120,483 )

Other, net

    17,175     3,630     (21,528 )   (267 )   (990 )
                       

Net cash flows from investing activities

    5,912     1,940     (151,193 )   (267 )   (143,608 )
                       

Cash flows from financing activities:

                               

Net borrowings under short-term agreements

            (4,056 )       (4,056 )

Principal payments on long-term borrowings

            (63 )       (63 )

Dividends paid

    (6,706 )               (6,706 )

Dividends to noncontrolling interest

            (351 )       (351 )

Intercompany interest on long-term note

        (48,174 )   48,174          

Intercompany capital contribution

    (143,000 )       143,000          

Proceeds from exercises under stock plans

    7,860                 7,860  

Excess tax benefits from stock option exercises

    2,296                 2,296  

Purchase of common treasury shares—stock plan exercises:

    (8,574 )               (8,574 )
                       

Net cash flows from financing activities

    (148,124 )   (48,174 )   186,704         (9,594 )
                       

Effect of exchange rate changes on cash and cash equivalents

        1,154     4,620         5,774  
                       

Net change in cash and cash equivalents

    (133,635 )   (19,228 )   27,352         (125,511 )

Cash and cash equivalents—beginning of year

    215,576     49,053     349,077         613,706  
                       

Cash and cash equivalents—end of period

  $ 81,941   $ 29,825   $ 376,429   $   $ 488,195  
                       
                       

27


Table of Contents


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 operations:

                               

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 of nonconsolidated subsidiaries            

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

Deferred income taxes

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

Changes in assets and liabilities:

                               

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 operations

    62,323     (6,115 )   7,845     559     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 acquired

            (54,714 )       (54,714 )

Other, net

    (1,810 )   (35,610 )   40,768     (559 )   2,789  
                       

Net cash flows from investing activities

    (11,364 )   (42,694 )   10,262     (559 )   (44,355 )
                       

Cash flows from financing activities:

                               

Net borrowings under short-term agreements

            (573 )       (573 )

Principal payments on long-term borrowings

            (16 )       (16 )

Dividends paid

    (6,001 )               (6,001 )

Dividend to noncontrolling interests

            (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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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 28, 2013. Segment sales in the table below are presented net of intersegment sales.

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Results of Operations

        Dollars in millions, except per share amounts

 
  Thirteen Weeks Ended  
 
  March 29,
2014
  March 30,
2013
  % Incr.
(Decr.)
 

Consolidated

                   

Net sales

  $ 751.7   $ 819.6     (8.3 )%

Gross profit

    207.0     235.4     (12.1 )%

as a percent of sales

    27.5 %   28.7 %      

SG&A expense

    108.1     117.2     (7.8 )%

as a percent of sales

    14.4 %   14.3 %      

Operating income

    98.9     118.2     (16.3 )%

as a percent of sales

    13.2 %   14.4 %      

Net interest expense

    6.5     6.8     (4.4 )%

Effective tax rate

    34.7 %   31.0 %      

Net earnings

  $ 56.0   $ 77.6     (27.8 )%

Diluted earnings per share

  $ 2.08   $ 2.89     (28.0 )%

Engineered Infrastructure Products

                   

Net sales

  $ 208.9   $ 194.2     7.6 %

Gross profit

    54.5     53.6     1.9 %

SG&A expense

    40.8     40.9     %

Operating income

    13.7     12.7     7.9 %

Utility Support Structures

                   

Net sales

  $ 214.2   $ 239.2     (10.5 )%

Gross profit

    52.1     65.9     (20.9 )%

SG&A expense

    19.3     19.7     (2.0 )%

Operating income

    32.8     46.2     (29.0 )%

Coatings

                   

Net sales

  $ 67.2   $ 74.9     (10.3 )%

Gross profit

    23.3     23.1     0.9 %

SG&A expense

    9.4     9.7     (3.1 )%

Operating income

    13.9     13.4     3.7 %

Irrigation

                   

Net sales

  $ 212.7   $ 244.7     (13.1 )%

Gross profit

    64.7     76.5     (15.4 )%

SG&A expense

    21.6     21.9     (1.4 )%

Operating income

    43.1     54.6     (21.1 )%

Other

                   

Net sales

  $ 48.7   $ 66.6     (26.9 )%

Gross profit

    12.3     16.1     (23.6 )%

SG&A expense

    3.7     5.3     (30.2 )%

Operating income

    8.6     10.8     (20.4 )%

Net corporate expense

                   

Gross profit

  $ 0.1   $ 0.2     NM  

SG&A expense

    13.3     19.7     (32.1 )%

Operating loss

    (13.2 )   (19.5 )   32.3 %

    NM=Not meaningful

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Overview

        On a consolidated basis, the decrease in net sales in the first quarter of fiscal 2014, as compared with 2013, reflected lower sales in all reportable segments except for the Engineered Infrastructure Products (EIP) segment. Fiscal 2014 refers to the thirteen week period ended March 29, 2014 and fiscal 2013 refers to the thirteen week period ended March 30, 2013. The changes in net sales in fiscal 2014, as compared with fiscal 2013, were as follows:

 
  First quarter  
 
  Total   EIP   Utility   Coatings   Irrigation   Other  

Sales—2013

  $ 819.6   $ 194.2   $ 239.2   $ 74.9   $ 244.7   $ 66.6  

Volume

    (56.2 )   (1.7 )   (18.1 )   (2.0 )   (29.4 )   (5.0 )

Pricing/mix

    (5.6 )   0.5     (5.4 )   (1.3 )   1.5     (0.9 )

Acquisitions/Divestiture

    16.0     23.0                 (7.0 )

Currency translation

    (22.1 )   (7.1 )   (1.5 )   (4.4 )   (4.1 )   (5.0 )
                           

Sales—2014

  $ 751.7   $ 208.9   $ 214.2   $ 67.2   $ 212.7   $ 48.7  
                           
                           

        Volume effects are estimated based on a physical production or sales measure, products we sell are not uniform in nature, pricing and mix relate to a combination of changes in sales prices and the attributes of the product sold. Accordingly, pricing and mix changes do not necessarily directly result in operating income changes.

        Acquisitions included Locker Group Holdings ("Locker"), Armorflex International Ltd. ("Armorflex"), and DS SM A/S ("DS SM"). We acquired Locker in February 2013, Armorflex in December 2013, and DS SM in March 2014. All of these acquisitions are reported in the Engineered Infrastructure Products segment. In the "Other" category, the decrease of $7.0 million reflects the deconsolidation of Delta EMD Pty. Ltd. ("EMD") in December 2013, following the reduction of our ownership in the operation to below 50%.

        In the first quarter of fiscal 2014, we realized a decrease in operating profit, as compared with fiscal 2013, due to currency translation effects. On average, the U.S. dollar strengthened in particular against the Australian dollar, Brazilian Real and South Africa Rand, resulting in less operating profit in U.S. dollar terms. The breakdown of this effect by segment was as follows:

 
  Total   EIP   Utility   Coatings   Irrigation   Other   Corporate  

Year-to-date

  $ (2.1 ) $ (0.5 ) $ (0.4 ) $ (0.2 ) $ (0.8 ) $ (0.6 ) $ 0.4  
                               
                               

        The decrease in gross margin (gross profit as a percent of sales) in fiscal 2014, as compared with 2013, was due to a combination of lower sales prices and an unfavorable sales mix, and slightly higher raw material costs in 2014, as compared with 2013.

        Selling, general and administrative (SG&A) spending in the first quarter of fiscal 2014, as compared with the same period in 2013, decreased mainly due to the following factors:

    Decreased employee incentive accruals of $5.6 million due to lower operating results;

    Currency translation effects of $2.7 million, due to the strengthening of the U.S. dollar primarily against the Australian dollar, Brazilian Real, and South Africa Rand;

    Lower deferred compensation expense of $1.2 million associated with deferred compensation plan liabilities. The corresponding change in deferred compensation plan assets was recorded in "Other" expense; and

    EMD was deconsolidated in December 2013, which resulted in reduced expenses of $1.2 million.

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        The decrease in operating income on a reportable segment basis in 2014, as compared to 2013, was due to reduced operating performance in the Utility and Irrigation segments. The EIP and Coatings segments showed slightly improved operating performance in 2014 compared to 2013. The "Other" category reported reduced operating performance in 2014 compare to 2013, mainly due to lower grinding media sales.

        Net interest expense decreased slightly in the first quarter of fiscal 2014, as compared with 2013, due to higher interest income of $0.4 million due to more cash on hand and available for investment. Interest expense was consistent in the first quarter of 2014 and 2013.

        The increase in other expense in the first quarter of 2014, as compared with 2013, was mainly attributable to recording the change in fair value of the Company's investment in EMD of $3.4 million. The remaining increase is related to foreign exchange transaction losses due to currency volatility and a smaller increase in deferred compensation assets of $1.2 million in the first quarter of 2014, as compared to the same period in 2013.

        Our effective income tax rate in the first quarter of fiscal 2014 was higher than the same period in fiscal 2013, principally 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 higher research and development tax credits in 2013. The 2014 effective tax rate was also negatively affected by the unrealized loss in our investment in EMD being capital in nature and not resulting in an income tax benefit. After consideration of these factors, the effective tax rate for 2013 and 2014 were comparable and between 33% and 34%.

        Earnings in non-consolidated subsidiaries were lower in fiscal 2014, as compared with 2013, with no activity in 2014. In 2013, the balance was minimal due to the sale of our 49% owned manganese materials operation in February 2013. There was no significant gain or loss on the sale.

        Our cash flows provided by operations were approximately $21.9 million in the first quarter of fiscal 2014, as compared with $64.6 million provided by operations in 2013. The decrease in operating cash flow in the first quarter of fiscal 2014 was the result of decreased net earnings and higher net working capital, as compared with 2013.

    Engineered Infrastructure Products (EIP) segment

        The increase in net sales in the first quarter of fiscal 2014 as compared with 2013 was mainly due to the acquisition of DS SM in early March 2014. Global lighting sales in the first quarter of fiscal 2014 were slightly improved compared to the same period in fiscal 2013. In the first quarter of fiscal 2014, sales in North America and Europe were comparable with 2013. The transportation market for lighting and traffic structures in North America was lower in the first quarter of 2014, as compared to the same period in 2013, due to harsh weather conditions. The transportation market also continues to be challenging, due in part to the lack of long-term U.S. federal highway funding legislation. Sales in other market channels such as sales to lighting fixture manufacturers and commercial construction projects in the first quarter of fiscal 2014 improved somewhat as compared with the same period in 2013, reflecting slightly stronger economic conditions in the U.S. In the Asia Pacific region, sales improved in the first quarter of fiscal 2014 over 2013 due in part to the India plant that is now fully operational.

        Communication product line sales were up slightly in the first quarter of fiscal 2014, as compared with the same period in fiscal 2013. On a regional basis, North American sales in the first quarter of fiscal 2014 declined slightly over the same period in fiscal 2013. The decrease in North America sales was mainly attributable to lower shipments of components, which we believe were due to harsh weather conditions that limited installation activity. In China, sales of wireless communication structures in the first quarter of fiscal 2014 was higher than the same period in fiscal 2013. Chinese wireless carriers are increasing investment in 4G upgrades, as the government began issuing licenses late in 2013.

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        Access systems product line sales decreased in the first quarter of 2014, as compared with 2013, primarily due to the negative impact of currency translation of $5.0 million. Otherwise, access systems sales in the first quarter of fiscal 2014 were comparable with 2013, as the full 2014 effect of the Locker acquisition (approximately $4.5 million) was largely offset by slowness in mining sector investment in Australia. Highway safety product sales improved in the first quarter of 2014 compared to 2013, due to the acquisition of Armorflex in December 2013 (approximately $1.3 million) and modestly improved market conditions in Australia with more highway construction projects this year. This improvement is offset somewhat by negative currency translation effects.

        Operating income for the segment in the first quarter of fiscal 2014 increased, as compared with the same period of fiscal 2013, due primarily to operating profit generated from DS SM of $1.9 million, offset somewhat by unfavorable currency translation effects of $0.5 million.

        SG&A spending was flat when comparing the first quarter of 2014 to 2013. SG&A spending in the first quarter of 2014 included costs related to the Armorflex and DS SM acquisitions totaling $1.5 million. These increased costs were offset by currency effects of $1.2 million and approximately $0.7 million in lower incentive expenses.

    Utility Support Structures (Utility) segment

        In the Utility segment, the sales decrease in the first quarter of fiscal 2014, as compared with 2013, was due a combination of lower sales volumes in North America and international markets and an unfavorable sales order mix in North America. In North America, sales volumes in tons were down slightly in 2014, as compared with 2013, in part due to shipment delays and lower sales backlogs at the beginning of the quarter, as compared with 2013. We believe industry supply and demand are now more aligned as compared with this time in 2013, as we and our competitors have increased production capacity to meet demand. We believe this has resulted in increased price competition for certain portions of the market where orders are awarded based on competitive bidding. International sales were lower in the first quarter of 2014, as compared with the same period of 2013, primarily due to lower sales in the Asia Pacific region. International utility sales are more dependent on bid projects than North America.

        Operating income in the first quarter of 2014, as compared with 2013, decreased due to lower sales volumes, less favorable sales pricing and mix and reduced leverage of fixed costs. The decrease in SG&A expense in the first quarter of 2014, as compared with 2013, was mainly due to decreased employee incentives of $1.6 million due to lower operating income, offset by higher employee compensation due to increased headcount to support increased business levels in the last half of 2013 and long-term growth.

    Coatings segment

        Coatings segment sales decreased in the first quarter of 2014, as compared with 2013, primarily due to currency translation effects related to the strengthening of the U.S. dollar against the Australian dollar of $4.4 million and lower sales volumes in the Asia Pacific region. In North America, sales volumes for galvanizing services were comparable with 2013, despite unfavorable winter weather conditions that affected our customers. Asia Pacific volumes in 2014 were lower than 2013 due to weak demand in Australia, offset somewhat by improved sales volumes in Asia. Unit pricing in 2014 was lower than 2013 due to sales mix.

        The increase in segment operating income in the first quarter of 2014, as compared with 2013, was mainly associated with North America. Despite lower sales volumes in Asia Pacific, operating income in 2014 was comparable with 2013, principally due to cost containment measures, including the reduction of capacity in Australia in the second quarter of 2013.

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    Irrigation segment

        The decrease in Irrigation segment net sales in the first quarter of fiscal 2014, as compared with 2013, was mainly due to sales volume decreases in the North American market. The decrease in North America was offset to an extent by increased sales volumes in International markets. In North America, lower expected net farm income in 2014, as compared with 2013, and much lower sales backlogs at the beginning of the year resulted in lower sales of irrigation equipment in 2014, as compared with 2013. In international markets, sales improved in the first quarter of fiscal 2014, as compared with 2013, mainly due to increased activity in Brazil, Eastern Europe and Australia. On balance, sales in other international regions in the first quarter of fiscal 2014 were slightly higher or comparable to the same periods of a strong fiscal 2013.

        Operating income for the segment declined in the first quarter of fiscal 2014 over 2013, due to the sales volume decrease and associated operating deleverage of fixed operating costs. The most significant reason for the slight decrease in SG&A expense in 2014, as compared with 2013, related to decreased employee incentives of $0.5 million due to reduced operating profit.

    Other

        This unit includes the grinding media, industrial tubing, and industrial fasteners operations. The decrease in sales in the first quarter of fiscal 2014, as compared with 2013, was mainly due lower sales volumes due primarily to the deconsolidation of EMD in December 2013 (approximately $7.0 million), lower sales volumes in the grinding media operations and exchange rate translation effects. Grinding media volumes were negatively affected by less favorable Australian mining industry demand. Tubing sales in 2014 were comparable with 2013. Operating income in the first quarter of fiscal 2014 was lower than the same period in 2013, due to lower grinding media profitability and currency translation effects.

    Net corporate expense

        Net corporate expense in the first quarter of fiscal 2014 decreased over the same period in fiscal 2013. These decreases were mainly due to:

    lower employee incentives of $2.8 million associated with reduced net earnings;

    decreased deferred compensation plan expense of $1.2 million, which was offset by the same amount in other income (expense);

    lower compensation and employee benefit costs (approximately $1.8 million); and

    decreased expenses associated with the Delta Pension Plan (approximately $1.0 million).

Liquidity and Capital Resources

    Cash Flows

        Working Capital and Operating Cash Flows—Net working capital was $1,115.2 million at March 29, 2014, as compared with $1,161.3 million at December 28, 2013. The decrease in net working capital in 2014 mainly resulted from decreased cash on hand due to the acquisition of DS SM. Cash flow provided by operations was $21.9 million in the first quarter of fiscal 2014, as compared with $64.6 million in the first quarter of fiscal 2013. The decrease in operating cash flow in 2014 was the result of lower net earnings and higher working capital in 2014, as compared with 2013.

        Investing Cash Flows—Capital spending in the first quarter of fiscal 2014 was $23.5 million, as compared with $21.8 million for the same period in 2013. The most significant capital spending projects in 2014 included certain investments in machinery and equipment across all businesses. We expect our capital spending for the 2014 fiscal year to be approximately $100 million. In 2013, investing cash flows

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included proceeds from asset sales of $29.4 million, received from the sale of our 49% owned non-consolidated subsidiary in South Africa. Investing cash flows also includes $120.5 million paid for the DS SM acquisition in the first quarter of 2014 and $54.7 million paid for the Locker acquisition in 2013.

        Financing Cash Flows—Our total interest-bearing debt increased slightly to $494.2 million at March 29, 2014 from $490.1 million at December 28, 2013. Financing cash flows overall were lower in the first quarter of fiscal 2014, as compared with the same period in 2013. The main reason for the decrease related to additional short-term borrowings, offset to an extent by lower dividends to noncontrolling interest and increased tax benefits from stock option exercises.

    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 29, 2014, our long-term debt to invested capital ratio was 21.6%, as compared with 22.3% at December 28, 2013. 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 2014.

        Our debt financing at March 29, 2014 consisted primarily of long-term debt. We also maintain certain short-term bank lines of credit totaling $114.5 million, $100.5 million of which was unused at March 29, 2014. Our long-term debt principally consists of:

    $450 million face value ($461 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

      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 29, 2014 and December 28, 2013, 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 29, 2014, we had the ability to borrow $382.4 million under this facility, after consideration of standby letters of credit of $17.6 million associated with certain insurance obligations and international sales commitments.

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        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 29, 2014, we were in compliance with all covenants related to these debt agreements. The key covenant calculations at March 29, 2014 were as follows:

Interest-bearing debt

  $ 494,189  

EBITDA—last four quarters

    545,715  

Leverage ratio

    0.91  

EBITDA—last four quarters

 
$

545,715
 

Interest expense—last four quarters

    32,509  

Interest earned ratio

    16.79  

        The calculation of EBITDA—last four quarters (March 30, 2013 through March 29, 2014) is as follows:

Net cash flows from operations

  $ 353,747  

Interest expense

    32,509  

Income tax expense

    152,822  

Deconsolidation of subsidiary

    (12,011 )

Impairment of property, plant and equipment

    (12,161 )

Loss on investment

    (3,386 )

Deferred income tax benefit

    9,378  

Noncontrolling interest

    (1,984 )

Equity in earnings of nonconsolidated subsidiaries

    631  

Stock-based compensation

    (6,718 )

Pension plan expense

    (5,598 )

Contribution to pension plan

    24,757  

Valmont SM EBITDA—April 1, 2013—March 3, 2014

    25,656  

Changes in assets and liabilities

    (16,306 )

Other

    4,379  
       

EBITDA

  $ 545,715  
       
       

Net earnings attributable to Valmont Industries, Inc. 

  $ 256,900  

Interest expense

    32,509  

Income tax expense

    152,822  

Depreciation and amortization expense

    77,828  

Valmont SM EBITDA—April 1, 2013—March 3, 2014

    25,656  
       

EBITDA

  $ 545,715  
       
       

        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 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.

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        We have not made any provision for U.S. income taxes in our financial statements on approximately $652.5 million of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Of our cash balances at March 29, 2014, approximately $401.5 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 $47.1 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 38 in our Form 10-K for the fiscal year ended December 28, 2013.

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 28, 2013.

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 28, 2013 during the quarter ended March 29, 2014.

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 29, 2014. For additional information, refer to the section "Risk Management" in our Form 10-K for the fiscal year ended December 28, 2013.

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 5.    Other Information

Submission of Matters to a Vote of Security Holders

        Valmont's annual meeting of stockholders was held on April 29, 2014. The stockholders elected three directors to serve three-year terms, approved, on an advisory basis, a resolution approving Valmont's named executive officer compensation, and ratified the appointment of Deloitte & Touche LLP to audit the Company's financial statements for fiscal 2014. For the annual meeting there were 26,844,959 shares outstanding and eligible to vote of which 24,493,352 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

Mogens C. Bay

  21,266,409   1,356,839   1,870,104

Walter Scott, Jr. 

  21,521,307   1,101,941   1,870,104

Clark T. Randt, Jr. 

  22,009,693   613,555   1,870,104

        Advisory vote on executive compensation:

For

  22,097,976

Against

  430,060

Abstain

  95,212

Broker non-votes

  1,870,104

        Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2014:

For

  23,669,464

Against

  789,276

Abstain

  34,612

Amendments to Bylaws

        On April 29, 2014, the Board of Directors of Valmont approved amendments to Article I, Sections 11 and 12 of Valmont's bylaws. The bylaw amendments require persons reporting stock ownership when proposing a stockholder resolution or recommending a director nominee to report all direct and indirect ownership and any derivative positions in Valmont stock. The amendments took effect upon adoption by the Board of Directors of the Company.

Item 6.    Exhibits

(a)
Exhibits

 
  Exhibit No.   Description
        3.1   The Company's bylaws, as amended

 

 

 

  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 29, 2014, 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/ MARK C. JAKSICH

Mark C. Jaksich
Executive Vice President and
Chief Financial Officer (Principal Financial Officer)

Dated this 29th day of April, 2014.

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Index of Exhibits

 
  Exhibit No.   Description
          3.1   The Company's bylaws, as amended

 

 

 

  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 29, 2014, 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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