UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

(Mark One)

 

 

þ

 

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

For the quarterly period ended June 30, 2007

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

 

47-0351813

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

 

 

One Valmont Plaza,

 

68154-5215

Omaha, Nebraska

 

(Zip Code)

(Address of principal executive offices)

 

 

 

(Registrant’s telephone number, including area code)

402-963-1000

(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 section 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 þ  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of “accelerated and large accelerated filer” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer 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 þ

25,789,664

 

 

Outstanding shares of common stock as of July 23, 2007

 

 

 




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

 

 

 

Page No.

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

Item 1.

 

Financial Statements:

 

 

 

 

 

 

 

Condensed Consolidated Statements of Operations for the thirteen and twenty-six weeks ended June 30, 2007 and July 1, 2006

 

 

3

 

 

 

 

Condensed Consolidated Balance Sheets as of June 30, 2007 and
December 30, 2006

 

 

4

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the twenty-six weeks ended June 30, 2007 and July 1, 2006

 

 

5

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

 

6-20

 

 

Item 2.

 

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

 

 

21-27

 

 

Item 3.

 

Quantitative and Qualitative Disclosure About Market Risk

 

 

27

 

 

Item 4.

 

Controls and Procedures

 

 

27

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

28

 

 

Item 5.

 

Other Information

 

 

28

 

 

Item 6.

 

Exhibits

 

 

28

 

 

Signatures

 

 

29

 

 

 

2




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per share amounts)
(Unaudited)

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

June 30,
2007

 

July 1,
2006

 

June 30,
2007

 

July 1,
2006

 

Net sales

 

$

402,257

 

$

338,791

 

$

742,939

 

$

642,416

 

Cost of sales.

 

293,343

 

253,729

 

545,258

 

481,661

 

Gross profit

 

108,914

 

85,062

 

197,681

 

160,755

 

Selling, general and administrative expenses

 

64,362

 

55,153

 

119,715

 

107,269

 

Operating income

 

44,552

 

29,909

 

77,966

 

53,486

 

Other income (deductions):

 

 

 

 

 

 

 

 

 

Interest expense

 

(4,404

)

(4,338

)

(8,689

)

(8,486

)

Interest income

 

500

 

395

 

1,130

 

948

 

Miscellaneous

 

256

 

286

 

(23

)

1,183

 

 

 

(3,648

)

(3,657

)

(7,582

)

(6,355

)

Earnings before income taxes, minority interest and equity in earnings (losses) of nonconsolidated subsidiaries

 

40,904

 

26,252

 

70,384

 

47,131

 

Income tax expense (benefit):

 

 

 

 

 

 

 

 

 

Current

 

13,299

 

13,093

 

22,351

 

23,993

 

Deferred

 

365

 

(4,599

)

1,623

 

(7,828

)

 

 

13,664

 

8,494

 

23,974

 

16,165

 

Earnings before minority interest and equity in earnings (losses) of nonconsolidated subsidiaries

 

27,240

 

17,758

 

46,410

 

30,966

 

Minority interest

 

(443

)

(341

)

(655

)

(509

)

Equity in earnings (losses) of nonconsolidated subsidiaries

 

164

 

(132

)

(66

)

(87

)

Net earnings

 

$

26,961

 

$

17,285

 

$

45,689

 

$

30,370

 

Earnings per share—Basic
Earnings per share—Basic

 

$

1.06

 

$

0.69

 

$

1.79

 

$

1.22

 

Earnings per share—Diluted
Earnings per share—Diluted

 

$

1.03

 

$

0.67

 

$

1.76

 

$

1.18

 

Cash dividends per share

 

$

0.105

 

$

0.095

 

$

0.200

 

$

0.180

 

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

 

25,497

 

25,091

 

25,459

 

24,880

 

Weighted average number of shares of common stock outstanding plus dilutive potential common shares (000 omitted)

 

26,107

 

25,859

 

26,018

 

25,654

 

 

See accompanying notes to condensed consolidated financial statements.

3




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

June 30,
2007

 

December 30,
2006

 

ASSETS

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

47,924

 

 

$

63,504

 

 

Receivables, net

 

247,929

 

 

213,660

 

 

Inventories

 

218,197

 

 

194,278

 

 

Prepaid expenses

 

11,133

 

 

6,086

 

 

Refundable and deferred income taxes

 

18,645

 

 

17,130

 

 

Total current assets

 

543,828

 

 

494,658

 

 

Property, plant and equipment, at cost

 

554,264

 

 

522,244

 

 

Less accumulated depreciation and amortization

 

337,129

 

 

321,634

 

 

Net property, plant and equipment

 

217,135

 

 

200,610

 

 

Goodwill

 

114,373

 

 

108,328

 

 

Other intangible assets, net

 

59,080

 

 

56,333

 

 

Other assets

 

22,650

 

 

32,381

 

 

Total assets

 

$

957,066

 

 

$

892,310

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Current installments of long-term debt

 

$

22,166

 

 

$

18,353

 

 

Notes payable to banks

 

17,900

 

 

13,114

 

 

Accounts payable

 

103,086

 

 

103,319

 

 

Accrued expenses

 

84,024

 

 

79,699

 

 

Dividends payable

 

2,708

 

 

2,437

 

 

Total current liabilities

 

229,884

 

 

216,922

 

 

Deferred income taxes

 

35,747

 

 

34,985

 

 

Long-term debt, excluding current installments

 

206,235

 

 

202,784

 

 

Other noncurrent liabilities

 

24,166

 

 

28,049

 

 

Minority interest in consolidated subsidiaries

 

9,720

 

 

8,289

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

Common stock of $1 par value

 

27,900

 

 

27,900

 

 

Retained earnings

 

448,560

 

 

405,567

 

 

Accumulated other comprehensive income

 

8,283

 

 

3,626

 

 

Treasury stock

 

(33,429

)

 

(35,812

)

 

Total shareholders’ equity

 

451,314

 

 

401,281

 

 

Total liabilities and shareholders’ equity

 

$

957,066

 

 

$

892,310

 

 

 

See accompanying notes to condensed consolidated financial statements.

4




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands, except per share amounts)

(Unaudited)

 

 

Twenty-Six Weeks Ended

 

 

 

June 30,
2007

 

July 1,
2006

 

Cash flows from operating activities:

 

 

 

 

 

Net earnings

 

$

45,689

 

$

30,370

 

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

 

 

 

 

 

Depreciation and amortization

 

16,987

 

18,557

 

Stock-based compensation

 

1,752

 

1,269

 

Loss on sale of assets

 

777

 

511

 

Equity in losses in nonconsolidated subsidiaries

 

66

 

87

 

Minority interest

 

655

 

509

 

Deferred income taxes

 

1,623

 

(7,828

)

Other adjustments

 

318

 

(137

)

Payment of deferred compensation

 

(9,186

)

 

Changes in assets and liabilities, net of business acquisitions:

 

 

 

 

 

Receivables

 

(32,095

)

(38,823

)

Inventories

 

(18,887

)

(5,550

)

Prepaid expenses

 

(3,169

)

(3,628

)

Accounts payable

 

(877

)

5,803

 

Accrued expenses

 

3,434

 

1,423

 

Other noncurrent liabilities

 

1,150

 

537

 

Income taxes payable

 

(1,783

)

(4,830

)

Net cash flows from operating activities

 

6,454

 

(1,730

)

Cash flows from investing activities:

 

 

 

 

 

Purchase of property, plant & equipment

 

(26,988

)

(11,430

)

Acquisitions, net of cash acquired

 

(12,336

)

 

Investment in nonconsolidated subsidiary

 

 

(1,274

)

Proceeds from sale of assets

 

9,349

 

1,058

 

Dividends to minority interests

 

(692

)

(302

)

Other, net

 

(1,031

)

(502

)

Net cash flows from investing activities

 

(31,698

)

(12,450

)

Cash flows from financing activities:

 

 

 

 

 

Net borrowings (payments) under short-term agreements

 

2,950

 

(93

)

Proceeds from long-term borrowings

 

14,051

 

475

 

Principal payments on long-term obligations

 

(6,786

)

(5,197

)

Dividends paid

 

(4,881

)

(4,232

)

Proceeds from exercises under stock plans

 

3,337

 

25,229

 

Excess tax benefits from stock option exercises

 

2,464

 

15,428

 

Purchase of common treasury shares—stock plan exercises

 

(2,970

)

(30,138

)

Net cash flows from financing activities

 

8,165

 

1,472

 

Effect of exchange rate changes on cash and cash equivalents

 

1,499

 

388

 

Net change in cash and cash equivalents

 

(15,580

)

(12,320

)

Cash and cash equivalents—beginning of year

 

63,504

 

46,867

 

Cash and cash equivalents—end of period

 

47,924

 

$

34,547

 

 

See accompanying notes to condensed consolidated financial statements.

5




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 June 30, 2007, the Condensed Consolidated Statements of Operations for the thirteen and twenty-six week periods ended June 30, 2007 and July 1, 2006 and the Condensed Consolidated Statements of Cash Flows for the twenty-six 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 June 30, 2007 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 30, 2006. 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 30, 2006, except for the adoption of FASB Interpretation No. 48 in fiscal 2007. The results of operations for the periods ended June 30, 2007 are not necessarily indicative of the operating results for the full year.

Inventories

At June 30, 2007, approximately 51% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market. 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 finished goods. The excess of replacement cost of inventories over the LIFO value was approximately $36,400 and $37,400 at June 30, 2007 and December 30, 2006, respectively.

Inventories consisted of the following:

 

 

June 30,
2007

 

December 30,
2006

 

Raw materials and purchased parts

 

$

137,401

 

 

$

132,988

 

 

Work-in-process

 

24,838

 

 

20,825

 

 

Finished goods and manufactured goods

 

92,355

 

 

77,817

 

 

Subtotal

 

254,594

 

 

231,630

 

 

LIFO reserve

 

36,397

 

 

37,352

 

 

Net inventory

 

$

218,197

 

 

$

194,278

 

 

 

Stock and Deferred Compensation Plans

The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Compensation Committee of the Board of Directors may grant incentive stock options,

6




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common stock. At June 30, 2007, 1,210,490 shares of common stock remained available for issuance under the plans. Shares and options issued and available for issuance are subject to changes in capitalization.

Under the plans, the exercise price of each option equals the market price at the time of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three to six years or on the fifth anniversary of the grant. Expiration of grants is from six to ten years from the date of grant. The Company recorded $408 and $897 of compensation expense (included in selling, general and administrative expenses) for the thirteen and twenty-six weeks ended June 30, 2007, respectively, and $384 and $713 of compensation expense for the thirteen and twenty-six weeks ended July 1, 2006. The associated tax benefits recorded for the thirteen and twenty-six weeks ended June 30, 2007 were $149 and $327, respectively and the $148 and $274 for the thirteen and twenty-six weeks ended July 1, 2006, respectively.

During the twenty-six weeks ended June 30, 2007, $13,374 was distributed from the Company’s non-qualified deferred compensation plan to participants under the transition rules of section 409A of the Internal Revenue Code. The distributions were made in the amounts of $9,186 in cash and $4,188 in-kind.

Non-vested awards of 13,032 shares of Company common stock were issued to non-employee directors of the Company during the second quarter of 2007.

Income Taxes

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, on December 31, 2006. The result of the implementation was immaterial to the financial statements. The gross amount of unrecognized tax benefits as of the date of adoption was $4,325. Included in this amount is an aggregate of $760 of interest and penalties. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $3,775.  The Company’s policy is to record interest and penalties directly related to income taxes as income tax expense in the Condensed Consolidated Statements of Operations. There were no material changes to the total amount of unrecognized tax benefits, interest, or penalties for the period ended June 30, 2007.

The Company files income tax returns in the U.S. and various states as well as foreign jurisdictions. Tax years 2003 and forward remain open under U.S. statutes of limitation. Generally, tax years 2002 and forward remain open under state statutes of limitation. The Company has extended statutes of limitation for pending examinations in Nebraska and France for years prior to 2003.

There is approximately $2,692 of uncertain tax positions for which reversal is reasonably possible during the next 12 months due to the closing of the statute of limitation. The nature of these uncertain tax positions is generally the classification of a transaction as tax exempt or the computation of a tax deduction or tax credit.

Recently Issued Accounting Pronouncements

In September 2006, the FASB issued Statement 157 (“SFAS 157”), Fair Value Measurements. This Statement establishes a framework for measuring fair value in generally accepted accounting principles

7




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

and expands disclosures about fair value measurements. While SFAS 157 does not require any new fair value measurements, it may change the application of fair value measurements embodied in other accounting standards. SFAS 157 will be effective at the beginning of the Company’s 2008 fiscal year. The Company is currently assessing the effect of this pronouncement on the consolidated financial statements.

2. Acquisition

On April 26, 2007, the Company acquired 70% of the outstanding shares of Tehomet Oy (Tehomet), a Finnish manufacturer of lighting poles. Tehomet’s operations are included in the Company’s condensed consolidated financial statements since the acquisition date. The total purchase price amounted to $12,336 in cash (including transaction costs). Goodwill of $5,990 was recognized as part of the preliminary purchase price allocation and was assigned to the Engineered Support Structures segment. The Company has not yet finalized the purchase price allocation related to this acquisition, as fair value measurements of the acquired assets and liabilities were not complete as of June 30, 2007. The Company preliminarily allocated the purchase price as follows: current assets, $4,834; current liabilities, $1,950; plant, property and equipment; $3,259, finite-lived intangible assets, $3,168; indefinite-lived intangible assets, $1,262; goodwill, $5,990 and long term liabilities, $4,227. The Company acquired Tehomet to expand its geographical presence in Europe and to leverage product lines offerings of both companies across the Company’s collective market areas for lighting structures.

Subsequent to June 30, 2007, the Company paid approximately $3.8 million for the remaining 20% of the outstanding shares of our Canadian lighting structure manufacturing facility.

3. Goodwill and Intangible Assets

Amortized Intangible Assets

The components of amortized intangible assets at June 30, 2007 and December 30, 2006 were as follows:

 

 

As of June 30, 2007

 

 

 

 

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Weighted
Average
Life

 

Customer Relationships

 

$

50,983

 

 

$

12,216

 

 

17 years

 

Proprietary Software & Database

 

2,609

 

 

2,090

 

 

6 years

 

Patents & Proprietary Technology

 

2,839

 

 

616

 

 

14 years

 

Non-compete Agreements

 

649

 

 

201

 

 

6 years

 

 

 

$

57,080

 

 

$

15,123

 

 

 

 

 

8




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

 

 

 

As of December 30, 2006

 

 

 

 

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Weighted
Average
Life

 

Customer Relationships

 

$

48,133

 

 

$

10,737

 

 

18 years

 

Proprietary Software & Database

 

2,609

 

 

2,021

 

 

6 years

 

Patents & Proprietary Technology

 

2,839

 

 

517

 

 

14 years

 

Non-compete Agreements

 

331

 

 

165

 

 

5 years

 

 

 

$

53,912

 

 

$

13,440

 

 

 

 

 

Amortization expense for intangible assets for the thirteen weeks ended June 30, 2007 and July 1, 2006 was $853 and $904, respectively. Amortization expense for intangible assets for the twenty-six weeks ended June 30, 2007, and July 1, 2006 was $1,683 and $1,816, respectively. Estimated amortization expense related to finite-lived intangible assets is as follows:

 

 

Estimated
Amortization 
Expense

 

2007

 

 

$

3,586

 

 

2008

 

 

3,586

 

 

2009

 

 

3,556

 

 

2010

 

 

3,525

 

 

2011

 

 

3,525

 

 

 

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

Under the provisions of SFAS 142, intangible assets with indefinite lives are not amortized. The carrying value of the PiRod and Newmark trade names are $4,750 and $11,111 as of June 30, 2007 and December 30, 2006. The carrying value of the Tehomet trade name was $1,262 as of June 30, 2007. The Newmark trade name arose from the 2004 acquisition, the PiRod amount arose from the 2001 acquisition and the Tehomet amount arose from the 2007 acquisition. The intangible assets with indefinite lives were tested for impairment separately from goodwill in the third quarter of 2006. 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 as of September 30, 2006.

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 has determined that these intangible assets are expected to maintain their value indefinitely and, therefore, these assets are not amortized.

9




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

Goodwill

The carrying amount of goodwill as of June 30, 2007 was as follows:

 

 

Engineered
Support
Structures
Segment

 

Utility
Support
Structures
Segment

 

Coatings
Segment

 

Irrigation
Segment

 

Tubing
Segment

 

Total

 

Balance December 30, 2006

 

$

19,956

 

 

$

44,065

 

 

$

42,192

 

 

$

1,853

 

 

 

$

262

 

 

$

108,328

 

Acquisition

 

5,990

 

 

 

 

 

 

 

 

 

 

 

5,990

 

Foreign Currency Translation

 

55

 

 

 

 

 

 

 

 

 

 

 

55

 

Balance June 30, 2007

 

$

26,001

 

 

$

44,065

 

 

$

42,192

 

 

$

1,853

 

 

 

$

262

 

 

$

114,373

 

 

The Company’s annual impairment testing on its reporting units was performed during the third quarter of 2006. As a result of that testing, it was determined the goodwill and other intangible assets on the Company’s Consolidated Balance Sheet were not impaired.

4. Cash Flows

The Company considers all highly liquid temporary cash investments purchased with a maturity of three months or less to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the twenty-six weeks ended were as follows:

 

 

June 30,
2007

 

July 1,
2006

 

Interest

 

$

8,950

 

$

8,673

 

Income Taxes

 

21,251

 

13,148

 

 

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 June 30, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

$

26,961

 

 

 

 

 

 

$

26,961

 

 

Shares outstanding

 

 

25,497

 

 

 

610

 

 

 

26,107

 

 

Per share amount

 

 

$

1.06

 

 

 

(.03

)

 

 

$

1.03

 

 

Thirteen weeks ended July 1, 2006:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

$

17,285

 

 

 

 

 

 

$

17,285

 

 

Shares outstanding

 

 

25,091

 

 

 

768

 

 

 

25,859

 

 

Per share amount

 

 

$

0.69

 

 

 

(.02

)

 

 

$

0.67

 

 

Twenty-six weeks ended June 30, 2007:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

$

45,689

 

 

 

 

 

 

$

45,689

 

 

Shares outstanding

 

 

25,459

 

 

 

559

 

 

 

26,018

 

 

Per share amount

 

 

$

1.79

 

 

 

(.03

)

 

 

$

1.76

 

 

Twenty-six weeks ended July 1, 2006:

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

 

$

30,370

 

 

 

 

 

 

$

30,370

 

 

Shares outstanding

 

 

24,880

 

 

 

774

 

 

 

25,654

 

 

Per share amount

 

 

$

1.22

 

 

 

(.04

)

 

 

$

1.18

 

 

 

10




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

At June 30, 2007 there were no outstanding options with exercise prices exceeding the market price of common stock that were therefore excluded from the computation of diluted earnings per share. At July 1, 2006 there were 36,000 outstanding options with exercise prices exceeding the market price of common stock that were therefore excluded from the computation of diluted earnings per share.

6. Comprehensive Income

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. The Company’s other comprehensive income for the thirteen and twenty-six weeks ended June 30, 2007 and July 1, 2006, respectively, were as follows:

 

 

Thirteen Weeks Ended

 

Twenty-Six Weeks Ended

 

 

 

June 30,
2007

 

July 1,
2006

 

June 30,
2007

 

July 1,
2006

 

Net earnings

 

$

26,961

 

$

17,285

 

$

45,689

 

$

30,370

 

Currency translation adjustment

 

2,967

 

1,519

 

4,657

 

4,031

 

Total comprehensive income

 

$

29,928

 

$

18,804

 

$

50,346

 

$

34,401

 

 

7.   Business Segments

The Company aggregates its operating segments into five reportable segments. Aggregation is based on similarity of operating segments as to economic characteristics, products, production processes, types or classes of customer and the methods of distribution. 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 SUPPORT STRUCTURES:   This segment consists of the manufacture of engineered metal structures and components for the lighting and traffic and wireless communication industries, certain international utility industries and for other specialty applications;

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

COATINGS:   This segment consists of galvanizing, anodizing and powder coating services;

IRRIGATION:   This segment consists of the manufacture of agricultural irrigation equipment and related parts and services; and

TUBING:   This segment consists of the manufacture of tubular products for industrial customers.

In addition to these five reportable segments, the Company has other businesses that individually are not more than 10% of consolidated sales. These businesses, which include wind energy development, machine tool accessories and industrial fasteners, are reported in the “Other” category. In the fourth quarter of 2006, the Company decided to suspend its efforts related to the wind energy industry.

11




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

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.

 

 

Thirteen Weeks Ended

 

Twenty-
Six Weeks Ended

 

 

 

June 30,
2007

 

July 1,
2006

 

June 30,
2007

 

July 1,
2006

 

Sales:

 

 

 

 

 

 

 

 

 

Engineered Support Structures segment:

 

 

 

 

 

 

 

 

 

Lighting & Traffic

 

$

118,264

 

$

99,719

 

$

218,868

 

$

190,405

 

Specialty

 

36,704

 

32,371

 

57,431

 

52,894

 

Utility

 

5,620

 

5,533

 

9,532

 

9,863

 

 

 

160,588

 

137,623

 

285,831

 

253,162

 

Utility Support Structures segment

 

 

 

 

 

 

 

 

 

Steel

 

68,861

 

58,290

 

128,535

 

103,160

 

Concrete

 

20,788

 

17,966

 

41,595

 

39,306

 

 

 

89,649

 

76,256

 

170,130

 

142,466

 

Coatings segment

 

35,390

 

27,290

 

69,029

 

52,598

 

Irrigation segment

 

107,562

 

87,854

 

200,479

 

174,725

 

Tubing segment

 

26,541

 

23,672

 

52,546

 

47,137

 

Other

 

5,903

 

4,695

 

11,407

 

9,071

 

 

 

425,634

 

357,390

 

789,422

 

679,159

 

Intersegment Sales:

 

 

 

 

 

 

 

 

 

Engineered Support Structures

 

8,421

 

8,064

 

17,774

 

15,402

 

Utility Support Structures

 

403

 

572

 

636

 

1,443

 

Coatings

 

8,282

 

5,259

 

15,591

 

10,086

 

Irrigation

 

29

 

6

 

47

 

18

 

Tubing

 

4,609

 

3,488

 

9,521

 

7,558

 

Other

 

1,632

 

1,210

 

2,914

 

2,236

 

 

 

23,376

 

18,599

 

46,483

 

36,743

 

Net Sales:

 

 

 

 

 

 

 

 

 

Engineered Support Structures

 

152,167

 

129,559

 

268,057

 

237,760

 

Utility Support Structures

 

89,246

 

75,684

 

169,494

 

141,023

 

Coatings

 

27,108

 

22,031

 

53,438

 

42,512

 

Irrigation

 

107,533

 

87,848

 

200,432

 

174,707

 

Tubing

 

21,932

 

20,184

 

43,025

 

39,579

 

Other

 

4,271

 

3,485

 

8,493

 

6,835

 

Consolidated Net Sales

 

$

402,257

 

$

338,791

 

$

742,939

 

$

642,416

 

Operating Income:

 

 

 

 

 

 

 

 

 

Engineered Support Structures

 

$

16,743

 

$

11,074

 

$

25,423

 

$

18,078

 

Utility Support Structures

 

12,044

 

8,135

 

21,595

 

16,094

 

Coatings

 

5,896

 

4,883

 

11,100

 

7,263

 

Irrigation

 

16,657

 

11,007

 

28,902

 

22,284

 

Tubing

 

5,146

 

3,679

 

9,674

 

7,302

 

Other

 

540

 

(406

)

555

 

(1,065

)

Net corporate expense

 

(12,474

)

(8,463

)

(19,283

)

(16,470

)

Total Operating Income

 

$

44,552

 

$

29,909

 

$

77,966

 

$

53,486

 

 

12




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

8.   Guarantor/ Non-Guarantor Financial Information

On May 4, 2004, the Company completed a $150,000,000 offering of 67¤8% Senior Subordinated Notes. The Notes are guaranteed, jointly, severally, fully and unconditionally, on a senior subordinated basis by certain of our current and future direct and indirect domestic 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.

Condensed consolidated financial information for the Company (“Parent”), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows:

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Thirteen Weeks Ended June 30, 2007

 

Parent

 

Guarantors

 

Non-
Guarantors

 

Eliminations

 

Total

 

Net Sales

 

$

249,537

 

 

$

65,080

 

 

 

$

115,133

 

 

 

$

(27,493

)

 

$

402,257

 

Cost of Sales

 

181,657

 

 

52,711

 

 

 

86,437

 

 

 

(27,462

)

 

293,343

 

Gross profit

 

67,880

 

 

12,369

 

 

 

28,696

 

 

 

(31

)

 

108,914

 

Selling, general and administrative expenses       

 

38,312

 

 

8,781

 

 

 

17,269

 

 

 

 

 

64,362

 

Operating income

 

29,568

 

 

3,588

 

 

 

11,427

 

 

 

(31

)

 

44,552

 

Other income (deductions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(4,021

)

 

(2

)

 

 

(546

)

 

 

165

 

 

(4,404

)

Interest income

 

115

 

 

141

 

 

 

409

 

 

 

(165

)

 

500

 

Miscellaneous

 

22

 

 

20

 

 

 

214

 

 

 

 

 

256

 

 

 

(3,884

)

 

159

 

 

 

77

 

 

 

 

 

(3,648

)

Earnings before income taxes, minority interest and equity in earnings/(losses) of nonconsolidated subsidiaries

 

25,684

 

 

3,747

 

 

 

11,504

 

 

 

(31

)

 

40,904

 

Income tax expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

8,648

 

 

1,386

 

 

 

3,265

 

 

 

 

 

13,299

 

Deferred

 

420

 

 

(136

)

 

 

81

 

 

 

 

 

365

 

 

 

9,068

 

 

1,250

 

 

 

3,346

 

 

 

 

 

13,664

 

Earnings before minority interest, and equity in earnings/(losses) of nonconsolidated subsidiaries

 

16,616

 

 

2,497

 

 

 

8,158

 

 

 

(31

)

 

27,240

 

Minority interest

 

 

 

 

 

 

(443

)

 

 

 

 

(443

)

Equity in earnings/(losses) of nonconsolidated subsidiaries

 

10,376

 

 

 

 

 

113

 

 

 

(10,325

)

 

164

 

Net earnings

 

$

26,992

 

 

$

2,497

 

 

 

$

7,828

 

 

 

$

(10,356

)

 

$

26,961

 

 

13




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

For the Twenty-Six Weeks Ended June 30, 2007

 

Parent

 

Guarantors

 

Non-
Guarantors

 

Eliminations

 

Total

 

Net Sales

 

$

468,918

 

 

$

120,978

 

 

 

$

206,571

 

 

 

$

(53,528

)

 

$

742,939

 

Cost of Sales

 

344,526

 

 

97,507

 

 

 

156,367

 

 

 

(53,142

)

 

545,258

 

Gross profit

 

124,392

 

 

23,471

 

 

 

50,204

 

 

 

(386

)

 

197,681

 

Selling, general and administrative expenses

 

69,403

 

 

17,389

 

 

 

32,923

 

 

 

 

 

119,715

 

Operating income

 

54,989

 

 

6,082

 

 

 

17,281

 

 

 

(386

)

 

77,966

 

Other income (deductions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(8,009

)

 

(4

)

 

 

(1,012

)

 

 

336

 

 

(8,689

)

Interest income

 

281

 

 

345

 

 

 

840

 

 

 

(336

)

 

1,130

 

Miscellaneous

 

10

 

 

36

 

 

 

(69

)

 

 

 

 

(23

)

 

 

(7,718

)

 

377

 

 

 

(241

)

 

 

 

 

(7,582

)

Earnings before income taxes, minority interest and equity in earnings/(losses) of nonconsolidated subsidiaries

 

47,271

 

 

6,459

 

 

 

17,040

 

 

 

(386

)

 

70,384

 

Income tax expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

15,347

 

 

2,520

 

 

 

4,484

 

 

 

 

 

22,351

 

Deferred

 

1,703

 

 

(349

)

 

 

269

 

 

 

 

 

1,623

 

 

 

17,050

 

 

2,171

 

 

 

4,753

 

 

 

 

 

23,974

 

Earnings before minority interest, and equity in earnings/(losses) of nonconsolidated subsidiaries

 

30,221

 

 

4,288

 

 

 

12,287

 

 

 

(386

)

 

46,410

 

Minority interest

 

 

 

 

 

 

(655

)

 

 

 

 

(655

)

Equity in earnings/(losses) of nonconsolidated subsidiaries

 

15,854

 

 

 

 

 

25

 

 

 

(15,945

)

 

(66

)

Net earnings

 

$

46,075

 

 

$

4,288

 

 

 

$

11,657

 

 

 

$

(16,331

)

 

$

45,689

 

 

14




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

For the Thirteen Weeks Ended July 1, 2006

 

Parent

 

Guarantors

 

Non-
Guarantors

 

Eliminations

 

Total

 

Net Sales

 

$

211,534

 

 

$

60,052

 

 

 

$

88,002

 

 

 

$

(20,797

)

 

$

338,791

 

Cost of Sales

 

163,423

 

 

46,181

 

 

 

64,993

 

 

 

(20,868

)

 

253,729

 

Gross profit

 

48,111

 

 

13,871

 

 

 

23,009

 

 

 

71

 

 

85,062

 

Selling, general and administrative expenses

 

30,739

 

 

8,189

 

 

 

16,225

 

 

 

 

 

55,153

 

Operating income

 

17,372

 

 

5,682

 

 

 

6,784

 

 

 

71

 

 

29,909

 

Other income (deductions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(4,095

)

 

(2

)

 

 

(249

)

 

 

8

 

 

(4,338

)

Interest income

 

(34

)

 

26

 

 

 

411

 

 

 

(8

)

 

395

 

Miscellaneous

 

(1

)

 

14

 

 

 

273

 

 

 

 

 

286

 

 

 

(4,130

)

 

38

 

 

 

435

 

 

 

 

 

(3,657

)

Earnings before income taxes, minority interest and equity in earnings/(losses) of nonconsolidated subsidiaries

 

13,242

 

 

5,720

 

 

 

7,219

 

 

 

71

 

 

26,252

 

Income tax expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

7,802

 

 

2,869

 

 

 

2,422

 

 

 

 

 

13,093

 

Deferred

 

(2,667

)

 

(748

)

 

 

(1,184

)

 

 

 

 

(4,599

)

 

 

5,135

 

 

2,121

 

 

 

1,238

 

 

 

 

 

8,494

 

Earnings before minority interest, and equity in earnings/(losses) of nonconsolidated subsidiaries

 

8,107

 

 

3,599

 

 

 

5,981

 

 

 

71

 

 

17,758

 

Minority interest

 

 

 

 

 

 

(341

)

 

 

 

 

(341

)

Equity in earnings/(losses) of nonconsolidated subsidiaries

 

9,107

 

 

(238

)

 

 

128

 

 

 

(9,129

)

 

(132

)

Net earnings

 

$

17,214

 

 

$

3,361

 

 

 

$

5,768

 

 

 

$

(9,058

)

 

$

17,285

 

 

15




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

For the Twenty-Six Weeks Ended July 1, 2006

 

Parent

 

Guarantors

 

Non-
Guarantors

 

Eliminations

 

Total

 

Net Sales

 

$

400,295

 

 

$

115,307

 

 

 

$

164,006

 

 

 

$

(37,192

)

 

$

642,416

 

Cost of Sales

 

307,733

 

 

89,808

 

 

 

121,263

 

 

 

(37,143

)

 

481,661

 

Gross profit

 

92,562

 

 

25,499

 

 

 

42,743

 

 

 

(49

)

 

160,755

 

Selling, general and administrative expenses

 

60,689

 

 

16,241

 

 

 

30,339

 

 

 

 

 

107,269

 

Operating income

 

31,873

 

 

9,258

 

 

 

12,404

 

 

 

(49

)

 

53,486

 

Other income (deductions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(8,082

)

 

(4

)

 

 

(415

)

 

 

15

 

 

(8,486

)

Interest income

 

149

 

 

35

 

 

 

779

 

 

 

(15

)

 

948

 

Miscellaneous

 

1,114

 

 

25

 

 

 

44

 

 

 

 

 

1,183

 

 

 

(6,819

)

 

56

 

 

 

408

 

 

 

 

 

(6,355

)

Earnings before income taxes, minority interest and equity in earnings/(losses) of nonconsolidated subsidiaries

 

25,054

 

 

9,314

 

 

 

12,812

 

 

 

(49

)

 

47,131

 

Income tax expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current

 

16,017

 

 

4,251

 

 

 

3,725

 

 

 

 

 

23,993

 

Deferred

 

(6,236

)

 

(697

)

 

 

(895

)

 

 

 

 

(7,828

)

 

 

9,781

 

 

3,554

 

 

 

2,830

 

 

 

 

 

16,165

 

Earnings before minority interest, and equity in earnings/(losses) of nonconsolidated subsidiaries

 

15,273

 

 

5,760

 

 

 

9,982

 

 

 

(49

)

 

30,966

 

Minority interest

 

 

 

 

 

 

(509

)

 

 

 

 

(509

)

Equity in earnings/(losses) of nonconsolidated subsidiaries

 

15,146

 

 

(142

)

 

 

157

 

 

 

(15,248

)

 

(87

)

Net earnings

 

$

30,419

 

 

$

5,618

 

 

 

$

9,630

 

 

 

$

(15,297

)

 

$

30,370

 

 

16




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2007

 

 

Parent

 

Guarantors

 

Non-Guarantors

 

Eliminations

 

Total

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

12,022

 

 

$

1,481

 

 

 

$

34,421

 

 

 

$

 

 

$

47,924

 

Receivables, net

 

104,215

 

 

32,212

 

 

 

111,565

 

 

 

(63

)

 

247,929

 

Inventories

 

96,048

 

 

46,945

 

 

 

75,204

 

 

 

 

 

218,197

 

Prepaid expenses

 

3,251

 

 

509

 

 

 

7,373

 

 

 

 

 

11,133

 

Refundable and deferred income taxes

 

11,478

 

 

3,346

 

 

 

3,821

 

 

 

 

 

18,645

 

Total current assets

 

227,014

 

 

84,493

 

 

 

232,384

 

 

 

(63

)

 

543,828

 

Property, plant and equipment, at cost

 

346,968

 

 

75,818

 

 

 

131,478

 

 

 

 

 

554,264

 

Less accumulated depreciation and amortization

 

229,069

 

 

32,333

 

 

 

75,727

 

 

 

 

 

(337,129

)

Net property, plant and equipment

 

117,899

 

 

43,485

 

 

 

55,751

 

 

 

 

 

217,135

 

Goodwill

 

20,370

 

 

73,375

 

 

 

20,628

 

 

 

 

 

114,373

 

Other intangible assets

 

697

 

 

52,004

 

 

 

6,379

 

 

 

 

 

59,080

 

Investment in subsidiaries and intercompany accounts

 

410,260

 

 

60,527

 

 

 

(29,770

)

 

 

(441,017

)

 

 

Other assets

 

17,020

 

 

 

 

 

6,230

 

 

 

(600

)

 

22,650

 

Total assets

 

$

793,260

 

 

$

313,884

 

 

 

$

291,602

 

 

 

$

(441,680

)

 

$

957,066

 

LIABILITIES AND
SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current installments of long-term debt

 

$

19,023

 

 

$

30

 

 

 

$

3,113

 

 

 

$

 

 

$

22,166

 

Notes payable to banks

 

 

 

 

 

 

17,900

 

 

 

 

 

17,900

 

Accounts payable

 

39,573

 

 

11,756

 

 

 

51,757

 

 

 

 

 

103,086

 

Accrued expenses

 

49,767

 

 

5,814

 

 

 

28,380

 

 

 

63

 

 

84,024

 

Dividends payable

 

2,708

 

 

 

 

 

 

 

 

 

 

2,708

 

Total current liabilities

 

111,071

 

 

17,600

 

 

 

101,150

 

 

 

63

 

 

229,884

 

Deferred income taxes

 

11,359

 

 

20,869

 

 

 

3,519

 

 

 

 

 

35,747

 

Long-term debt, excluding current installments

 

203,900

 

 

22

 

 

 

2,913

 

 

 

(600

)

 

206,235

 

Minority interest in consolidated subsidiaries

 

 

 

 

 

 

9,720

 

 

 

 

 

9,720

 

Other noncurrent liabilities

 

21,296

 

 

 

 

 

2,870

 

 

 

 

 

24,166

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock of $1 par value

 

27,900

 

 

14,249

 

 

 

3,492

 

 

 

(17,741

)

 

27,900

 

Additional paid-in capital

 

 

 

159,082

 

 

 

71,412

 

 

 

(230,494

)

 

 

Retained earnings

 

451,163

 

 

102,062

 

 

 

88,243

 

 

 

(192,908

)

 

448,560

 

Accumulated other comprehensive loss

 

 

 

 

 

 

8,283

 

 

 

 

 

8,283

 

Treasury stock

 

(33,429

)

 

 

 

 

 

 

 

 

 

(33,429

)

Unearned restricted stock

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total shareholders’ equity

 

445,634

 

 

275,393

 

 

 

171,430

 

 

 

(441,143

)

 

451,314

 

Total liabilities and shareholders’ equity

 

$

793,260

 

 

$

313,884

 

 

 

$

291,602

 

 

 

$

(441,680

)

 

$

957,066

 

 

17




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

CONDENSED CONSOLIDATED BALANCE SHEETS

December 30, 2006

 

 

Parent

 

Guarantors

 

Non-Guarantors

 

Eliminations

 

Total

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

25,438

 

 

$

2,962

 

 

 

$

35,104

 

 

 

$

 

 

$

63,504

 

 

Receivables, net

 

88,295

 

 

32,836

 

 

 

92,577

 

 

 

(48

)

 

213,660

 

 

Inventories

 

84,073

 

 

46,539

 

 

 

63,666

 

 

 

 

 

194,278

 

 

Prepaid expenses

 

2,368

 

 

422

 

 

 

3,296

 

 

 

 

 

6,086

 

 

Refundable and deferred income taxes

 

9,791

 

 

3,323

 

 

 

4,016

 

 

 

 

 

17,130

 

 

Total current assets

 

209,965

 

 

86,082

 

 

 

198,659

 

 

 

(48

)

 

494,658

 

 

Property, plant and equipment, at cost

 

331,520

 

 

72,482

 

 

 

118,242

 

 

 

 

 

522,244

 

 

Less accumulated depreciation and amortization

 

221,290

 

 

29,603

 

 

 

70,741

 

 

 

 

 

321,634

 

 

Net property, plant and equipment

 

110,230

 

 

42,879

 

 

 

47,501

 

 

 

 

 

200,610

 

 

Goodwill

 

20,370

 

 

73,375

 

 

 

14,583

 

 

 

 

 

108,328

 

 

Other intangible assets

 

724

 

 

53,475

 

 

 

2,134

 

 

 

 

 

56,333

 

 

Investment in subsidiaries and intercompany accounts

 

380,194

 

 

56,503

 

 

 

(17,241

)

 

 

(419,456

)

 

 

 

Other assets

 

25,666

 

 

 

 

 

7,315

 

 

 

(600

)

 

32,381

 

 

Total assets

 

$

747,149

 

 

$

312,314

 

 

 

$

252,951

 

 

 

$

(420,104

)

 

$

892,310

 

 

LIABILITIES AND
SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current installments of long-term debt

 

$

16,068

 

 

$

29

 

 

 

$

2,256

 

 

 

$

 

 

$

18,353

 

 

Notes payable to banks

 

 

 

 

 

 

13,114

 

 

 

 

 

13,114

 

 

Accounts payable

 

43,321

 

 

13,397

 

 

 

46,601

 

 

 

 

 

103,319

 

 

Accrued expenses

 

47,239

 

 

6,549

 

 

 

25,959

 

 

 

(48

)

 

79,699

 

 

Dividends payable

 

2,437

 

 

 

 

 

 

 

 

 

 

2,437

 

 

Total current liabilities

 

109,065

 

 

19,975

 

 

 

87,930

 

 

 

(48

)

 

216,922

 

 

Deferred income taxes

 

11,392

 

 

21,196

 

 

 

2,397

 

 

 

 

 

34,985

 

 

Long-term debt, excluding current installments

 

201,615

 

 

38

 

 

 

1,731

 

 

 

(600

)

 

202,784

 

 

Other noncurrent liabilities

 

26,203

 

 

 

 

 

1,846

 

 

 

 

 

28,049

 

 

Minority interest in consolidated subsidiaries

 

 

 

 

 

 

8,289

 

 

 

 

 

8,289

 

 

Shareholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock of $1 par value

 

27,900

 

 

14,249

 

 

 

3,492

 

 

 

(17,741

)

 

27,900

 

 

Additional paid-in capital

 

 

 

 

159,082

 

 

 

67,055

 

 

 

(226,137

)

 

 

 

Retained earnings

 

406,786

 

 

97,774

 

 

 

76,585

 

 

 

(175,578

)

 

405,567

 

 

Accumulated other comprehensive income

 

 

 

 

 

 

3,626

 

 

 

 

 

3,626

 

 

Treasury stock

 

(35,812

)

 

 

 

 

 

 

 

 

 

(35,812

)

 

Total shareholders’ equity

 

398,874

 

 

271,105

 

 

 

150,758

 

 

 

(419,456

)

 

401,281

 

 

Total liabilities and shareholders’ equity

 

$

747,149

 

 

$

312,314

 

 

 

$

252,951

 

 

 

$

(420,104

)

 

$

892,310

 

 

 

18




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Twenty-Six Weeks Ended June 30, 2007

 

Parent

 

Guarantors

 

Non-Guarantors

 

Eliminations

 

Total

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

46,074

 

 

$

4,289

 

 

 

$

11,657

 

 

 

$

(16,331

)

 

$

45,689

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

8,876

 

 

4,399

 

 

 

3,712

 

 

 

 

 

16,987

 

Stock based compensation

 

1,752

 

 

 

 

 

 

 

 

 

 

1,752

 

(Gain)/ Loss on sale of property, plant and equipment  

 

20

 

 

666

 

 

 

91

 

 

 

 

 

777

 

Equity in (earnings)/losses of nonconsolidated subsidiaries

 

91

 

 

 

 

 

(25

)

 

 

 

 

66

 

Minority interest

 

 

 

 

 

 

655

 

 

 

 

 

655

 

Deferred income taxes

 

2,056

 

 

(350

)

 

 

(83

)

 

 

 

 

1,623

 

Other adjustments

 

 

 

 

 

 

318

 

 

 

 

 

318

 

Payment of deferred compensation

 

(9,186

)

 

 

 

 

 

 

 

 

 

(9,186

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

(15,920

)

 

625

 

 

 

(16,886

)

 

 

86

 

 

(32,095

)

Inventories

 

(11,976

)

 

(406

)

 

 

(6,537

)

 

 

32

 

 

(18,887

)

Prepaid expenses

 

(883

)

 

(87

)

 

 

(2,199

)

 

 

 

 

(3,169

)

Accounts payable

 

(1,981

)

 

(1,642

)

 

 

2,746

 

 

 

 

 

(877

)

Accrued expenses

 

2,784

 

 

(735

)

 

 

1,400

 

 

 

(15

)

 

3,434

 

Other noncurrent liabilities

 

126

 

 

 

 

 

1,024

 

 

 

 

 

1,150

 

Income taxes payable

 

(1,767

)

 

 

 

 

(16

)

 

 

 

 

(1,783

)

Net cash flows from operating activities

 

20,066

 

 

6,759

 

 

 

(4,143

)

 

 

(16,228

)

 

6,454

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

(16,130

)

 

(4,201

)

 

 

(6,657

)

 

 

 

 

(26,988

)

Acquisitions, net of cash acquired

 

 

 

 

 

 

(12,336

)

 

 

 

 

(12,336

)

Dividends to minority interest

 

 

 

 

 

 

(692

)

 

 

 

 

(692

)

Proceeds from sale of assets

 

9,235

 

 

 

 

 

114

 

 

 

 

 

9,349

 

Proceeds from minority interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other, net

 

(29,776

)

 

(4,025

)

 

 

16,542

 

 

 

16,228

 

 

(1,031

)

Net cash flows from investing activities

 

(36,671

)

 

(8,226

)

 

 

(3,029

)

 

 

16,228

 

 

(31,698

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net borrowings (repayments) under short-term agreements

 

 

 

 

 

 

2,950

 

 

 

 

 

2,950

 

Proceeds from long-term borrowings

 

11,991

 

 

 

 

 

2,060

 

 

 

 

 

14,051

 

Principal payments on long-term obligations

 

(6,752

)

 

(14

)

 

 

(20

)

 

 

 

 

(6,786

)

Dividends paid

 

(4,881

)

 

 

 

 

 

 

 

 

 

(4,881

)

Proceeds from exercises under stock plans

 

3,337

 

 

 

 

 

 

 

 

 

 

3,337

 

Excess tax benefits from stock option exercises

 

2,464

 

 

 

 

 

 

 

 

 

 

2,464

 

Purchase of common treasury shares—stock plan exercises

 

(2,970

)

 

 

 

 

 

 

 

 

 

(2,970

)

Net cash flows from financing activities

 

3,189

 

 

(14

)

 

 

4,990

 

 

 

 

 

8,165

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

 

 

 

1,499

 

 

 

 

 

1,499

 

Net change in cash and cash equivalents

 

(13,416

)

 

(1,481

)

 

 

(683

)

 

 

 

 

(15,580

)

Cash and cash equivalents—beginning of period

 

25,438

 

 

2,962

 

 

 

35,104

 

 

 

 

 

63,504

 

Cash and cash equivalents—end of year

 

$

12,022

 

 

$

1,481

 

 

 

$

34,421

 

 

 

$

 

 

$

47,924

 

19




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Dollars in thousands, except per share amounts)
(Unaudited)

For the Twenty-Six Weeks Ended July 1, 2006

 

Parent

 

Guarantors

 

Non-Guarantors

 

Eliminations

 

Total

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

30,419

 

 

$

5,618

 

 

 

$

9,630

 

 

 

$

(15,297

)

 

$

30,370

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

9,774

 

 

4,782

 

 

 

4,001

 

 

 

 

 

18,557

 

Stock based compensation

 

1,269

 

 

 

 

 

 

 

 

 

 

1,269

 

(Gain)/ Loss on sale of property, plant and equipment  

 

480

 

 

(90

)

 

 

121

 

 

 

 

 

511

 

Equity in (earnings)/losses of nonconsolidated subsidiaries

 

102

 

 

142

 

 

 

(157

)

 

 

 

 

87

 

Minority interest

 

 

 

 

 

 

509

 

 

 

 

 

509

 

Deferred income taxes

 

(6,236

)

 

(697

)

 

 

(895

)

 

 

 

 

(7,828

)

Other adjustments

 

 

 

 

 

 

(137

)

 

 

 

 

(137

)

Changes in assets and liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Receivables

 

(28,550

)

 

3,442

 

 

 

(13,730

)

 

 

15

 

 

(38,823

)

Inventories

 

(2,629

)

 

338

 

 

 

(3,259

)

 

 

 

 

(5,550

)

Prepaid expenses

 

(1,079

)

 

77

 

 

 

(2,626

)

 

 

 

 

(3,628

)

Accounts payable

 

2,643

 

 

2,238

 

 

 

922

 

 

 

 

 

5,803

 

Accrued expenses

 

562

 

 

(1,453

)

 

 

2,329

 

 

 

(15

)

 

1,423

 

Other noncurrent liabilities

 

(277

)

 

 

 

 

814

 

 

 

 

 

537

 

Income taxes payable

 

(4,584

)

 

 

 

 

(246

)

 

 

 

 

(4,830

)

Net cash flows from operating activities

 

1,894

 

 

14,397

 

 

 

(2,724

)

 

 

(15,297

)

 

(1,730

)

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of property, plant and equipment

 

(4,675

)

 

(1,271

)

 

 

(5,484

)

 

 

 

 

(11,430

)

Investment in unconsolidated sub

 

(1,274

)

 

 

 

 

 

 

 

 

 

(1,274

)

Dividends to minority interest

 

 

 

 

 

 

(302

)

 

 

 

 

(302

)

Proceeds from sale of assets

 

770

 

 

122

 

 

 

166

 

 

 

 

 

1,058

 

Proceeds from minority interests

 

 

 

 

 

 

 

 

 

 

 

 

Other, net

 

(5,166

)

 

(12,649

)

 

 

2,016

 

 

 

15,297

 

 

(502

)

Net cash flows from investing activities

 

(10,345

)

 

(13,798

)

 

 

(3,604

)

 

 

15,297

 

 

(12,450

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net borrowings (repayments) under short-term agreements

 

 

 

 

 

 

(93

)

 

 

 

 

(93

)

Proceeds from long-term borrowings

 

 

 

 

 

 

475

 

 

 

 

 

475

 

Principal payments on long-term obligations

 

(5,216

)

 

(13

)

 

 

32

 

 

 

 

 

(5,197

)

Dividends paid

 

(4,232

)

 

 

 

 

 

 

 

 

 

(4,232

)

Proceeds from exercises under stock plans

 

25,229

 

 

 

 

 

 

 

 

 

 

25,229

 

Excess tax benefits from stock option exercises

 

15,428

 

 

 

 

 

 

 

 

 

 

15,428

 

Purchase of common treasury shares—stock plan exercises

 

(30,138

)

 

 

 

 

 

 

 

 

 

(30,138

)

Net cash flows from financing activities

 

1,071

 

 

(13

)

 

 

414

 

 

 

 

 

1,472

 

Effect of exchange rate changes on cash and cash equivalents

 

 

 

 

 

 

388

 

 

 

 

 

388

 

Net change in cash and cash equivalents

 

(7,380

)

 

586

 

 

 

(5,526

)

 

 

 

 

(12,320

)

Cash and cash equivalents—beginning of period

 

16,875

 

 

1,898

 

 

 

28,094

 

 

 

 

 

46,867

 

Cash and cash equivalents—end of year

 

$

9,495

 

 

$

2,484

 

 

 

$

22,568

 

 

 

$

 

 

$

34,547

 

 

20




VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART 1.   FINANCIAL INFORMATION

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 the 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 30, 2006. We aggregate our businesses into five reportable segments. See Note 7 to the Condensed Consolidated Financial Statements.

21




Results of Operations

Dollars in thousands, except per share amounts

 

 

Thirteen Weeks Ended

 

Twenty-six Weeks Ended

 

 

 

June 30,
2007

 

July 1,
2006

 

% Incr.
(Decr.)

 

June 30,
2007

 

July 1,
2006

 

% Incr.
(Decr.)

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

402,257

 

$

338,791

 

 

18.7

%

 

$

742,939

 

$

642,416

 

 

15.6

%

 

Gross profit

 

108,914

 

85,062

 

 

28.0

%

 

197,681

 

160,755

 

 

23.0

%

 

as a percent of sales

 

27.1

%

25.1

%

 

 

 

 

26.6

%

25.0

%

 

 

 

 

SG&A expense

 

64,362

 

55,153

 

 

16.7

%

 

119,715

 

107,269

 

 

11.6

%

 

as a percent of sales

 

16.0

%

16.3

%

 

 

 

 

16.1%

 

16.7

%

 

 

 

 

Operating income

 

44,552

 

29,909

 

 

49.0

%

 

77,966

 

53,486

 

 

45.8

%

 

as a percent of sales

 

11.1

%

8.8

%

 

 

 

 

10.5

%

8.3

%

 

 

 

 

Net interest expense

 

3,904

 

3,943

 

 

(1.0

)%

 

7,559

 

7,538

 

 

0.3

%

 

Effective tax rate

 

33.4

%

32.4

%

 

 

 

 

34.1

%

34.3

%

 

 

 

 

Net earnings

 

26,961

 

17,285

 

 

56.0

%

 

45,689

 

30,370

 

 

50.4

%

 

Earnings per share

 

$

1.03

 

$

0.67

 

 

53.7

%

 

$

1.76

 

$

1.18

 

 

49.2

%

 

Engineered Support Structures segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

152,167

 

129,559

 

 

17.5

%

 

268,057

 

237,760

 

 

12.7

%

 

Gross profit

 

41,858

 

34,220

 

 

22.3

%

 

73,545

 

61,708

 

 

19.2

%

 

SG&A expense

 

25,115

 

23,146

 

 

8.5

%

 

48,122

 

43,630

 

 

10.3

%

 

Operating income

 

16,743

 

11,074

 

 

51.2

%

 

25,423

 

18,078

 

 

40.6

%

 

Utility Support Structures segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

89,246

 

75,684

 

 

17.9

%

 

169,494

 

141,023

 

 

20.2

%

 

Gross profit

 

21,374

 

15,633

 

 

36.7

%

 

39,813

 

31,316

 

 

27.1

%

 

SG&A expense

 

9,330

 

7,498

 

 

24.4

%

 

18,218

 

15,222

 

 

19.7

%

 

Operating income

 

12,044

 

8,135

 

 

48.1

%

 

21,595

 

16,094

 

 

34.2

%

 

Coatings segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

27,108

 

22,031

 

 

23.0

%

 

53,438

 

42,512

 

 

25.7

%

 

Gross profit

 

8,527

 

7,543

 

 

13.0

%

 

16,345

 

12,417

 

 

31.6

%

 

SG&A expense

 

2,631

 

2,660

 

 

(1.1

)%

 

5,245

 

5,154

 

 

1.8

%

 

Operating income

 

5,896

 

4,883

 

 

20.7

%

 

11,100

 

7,263

 

 

52.8

%

 

Irrigation segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

107,533

 

87,848

 

 

22.4

%

 

200,432

 

174,707

 

 

14.7

%

 

Gross profit

 

28,574

 

21,640

 

 

32.0

%

 

51,322

 

42,898

 

 

19.6

%

 

SG&A expense

 

11,917

 

10,633

 

 

12.1

%

 

22,420

 

20,614

 

 

8.8

%

 

Operating income

 

16,657

 

11,007

 

 

51.3

%

 

28,902

 

22,284

 

 

29.7

%

 

Tubing segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

21,932

 

20,184

 

 

8.7

%

 

43,025

 

39,579

 

 

8.7

%

 

Gross profit

 

6,827

 

5,236

 

 

30.4

%

 

12,977

 

10,377

 

 

25.1

%

 

SG&A expense

 

1,681

 

1,557

 

 

8.0

%

 

3,303

 

3,075

 

 

7.4

%

 

Operating income

 

5,146

 

3,679

 

 

39.9

%

 

9,674

 

7,302

 

 

32.5

%

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

4,271

 

3,485

 

 

22.6

%

 

8,493

 

6,835

 

 

24.3

%

 

Gross profit

 

1,720

 

1,264

 

 

36.1

%

 

3,360

 

2,445

 

 

37.4

%

 

SG&A expense

 

1,180

 

1,670

 

 

(29.3

)%

 

2,805

 

3,510

 

 

(20.1

)%

 

Operating income (loss)

 

540

 

(406

)

 

NM

 

 

555

 

(1,065

)

 

NM

 

 

Net Corporate expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

34

 

(475

)

 

NM

 

 

319

 

(406

)

 

NM

 

 

SG&A expense

 

12,508

 

7,988

 

 

56.5

%

 

19,602

 

16,064

 

 

22.0

%

 

Operating income (loss)

 

(12,474

)

(8,463

)

 

(47.4

)%

 

(19,283

)

(16,470

)

 

(17.1

)%

 


NM = Not meaningful

22




Overview

The sales increases for the thirteen and twenty-six week periods ended June 30, 2007, as compared with the same periods of  2006, were due to increased sales volumes in all reportable segments and increased selling prices to recover higher raw material costs. The improvement in gross margin (gross profit as a percent of sales) for the thirteen and twenty-six week periods ended June 30, 2007, as compared with the same periods of 2006, resulted mainly from improved sales prices and higher sales volumes. The increases in selling, general and administrative (SG&A) expenses for the second quarter and year-to-date periods ended June 30, 2007, as compared with the same periods in 2006, mainly resulted from higher employee incentives related to improved operating performance (approximately $3.6 million and $2.9 million, respectively), increased salary and benefit costs to support the increase in sales activity (approximately $0.6 million and $3.4 million, respectively) and higher sales commissions associated with the increased sales volumes (approximately $1.9 million and $2.4 million, respectively). All reportable segments contributed to the improved operating income in 2007 for the thirteen and twenty-six weeks ended June 30, 2007, as compared with the same periods in 2006. In November 2006, we acquired the remaining 51% ownership in a previously non-consolidated Mexican manufacturing facility that is reported under the Utility Support Structures segment. In April 2007, we acquired 70% ownership in Tehomet Oy (Tehomet), a Finnish manufacturer of lighting structures that is reported under the Engineered Support Structures segment. The impact of these acquisitions on our operating results for the thirteen and twenty-six week periods ended June 30, 2007 was not significant.

Net interest expense for the thirteen and twenty-six weeks ended June 30, 2007 were comparable with the same periods in 2006, as average borrowing levels and interest rates in 2007 were similar to 2006. Our effective tax rate for the second quarter and year-to-date periods ended June 30, 2007 were comparable with the same periods in 2006. “Miscellaneous” income was lower for the twenty-six week period ended June 30, 2007 as compared with the same period in 2006, due to a $1.1 million settlement associated with a retirement plan of a former subsidiary in the first quarter of 2006. Our cash flows provided by operations was $6.5 million for the twenty-six weeks ended June 30, 2007, as compared with $1.7 million of cash used by operations for the same period in 2006. The higher operating cash flows in 2007 resulted from increased earnings in 2007, offset to a degree by increased working capital required by the increased net sales realized in 2007, as compared with 2006.

Engineered Support Structures (ESS) segment

All geographic regions contributed to the improvement in ESS segment sales in the thirteen and twenty-six week periods ended June 30, 2007, as compared with the same periods in 2006. In North America, lighting and traffic structure sales in 2007 were higher than 2006, due to a combination of increased volume and sales price increases. In the transportation market channel, sales were up modestly in 2007, as compared with 2006, primarily the result of sales price increases. Sales in the commercial market channel in 2007 increased as compared with 2006 through expanded relationships with lighting fixture manufacturers and expansion into new markets, such as lighting structures for decorative applications. In Europe, improved sales volumes in traditional lighting structures more than offset lower sales of tramway structures. The acquisition of Tehomet in the second quarter 2007 also contributed to the increase in European lighting structure sales. Sales of lighting structures in China in 2007 were higher than 2006, on both a quarterly and year-to-date basis, mainly due to continued market expansion and increased sales efforts.

Sales of Specialty Structures products increased in 2007 as compared with 2006, on both a quarterly and year-to-date basis. In North America, structure sales in the wireless communication market in 2007 were comparable to 2006, while weakness in wireless communication components and highway sign sales resulted in lower sales in this product line in 2007, as compared with 2006. Sales of wireless communication

23




poles in China continued to be very strong as Chinese wireless carriers continue the development of their wireless networks.

The increases in operating income of the ESS segment for the thirteen and twenty-six weeks ended June 30, 2007, as compared with the same periods in 2006, were related to the sales growth in all regions. Also, charges to operating income in the second quarter of 2006 related to a sign structure warranty claim and production equipment disposals in Europe ($1.1 million) and the writeoff of the Sigma trade name ($0.4 million) also contributed to the improvement in segment operating income in 2007, as compared with 2006. The main reasons for the increases in SG&A expense for the thirteen and twenty-six weeks ended June 30, 2007, as compared with the same periods in 2006, were increased salary and employee benefit costs of $1.1 million, on a year-to-date basis, commissions related to higher sales volumes (approximately $1.2 million and $1.4 million, respectively), and foreign currency translation (approximately $0.6 million and $1.2 million, respectively).

Utility Support Structures segment

In the Utility Support Structures segment, the sales increases for the thirteen and twenty-six weeks ended June 30, 2007, as compared with the same periods of 2006, were due to improved demand for steel and concrete electrical transmission, substation and distribution pole structures and higher selling prices. The increase in demand for utility structures was the result of continued investment by utility companies to improve the electrical transmission and distribution infrastructure in the U.S. Gross profit increased in the second quarter of 2007, as compared with 2006 due to improved operating leverage from the higher volumes produced by our steel structure manufacturing operations and price improvements, offset to a degree by stronger sales mix of steel structures, which carry slightly lower gross margins compared with concrete structures. The increase in SG&A spending for the thirteen and twenty six weeks ended June 30, 2007 was due to the fourth quarter 2006 acquisition of the remaining 51% of our previously non-consolidated manufacturing facility in Mexico ($0.4 million and $0.9 million respectively), increased commission expenses related to the higher sales volumes,  ($0.6 million and $0.9 million respectively) and increased salary, benefits and incentive expenses related to the higher sales activity and profit levels (approximately $0.7 million and $1.4 million, respectively).

Coatings segment

Coatings segment sales for the thirteen and twenty-six week periods ended June 30, 2007 were above 2006 levels, mainly due to higher sales prices associated with higher zinc costs and increased demand for galvanizing services. In our galvanizing operations, pounds of steel galvanized in 2007 for the thirteen and twenty-six weeks ended June 30, 2007 increased over the same periods in 2006 by approximately 20% and 10%, respectively. The volume increases were due to stronger industrial economic conditions in our market areas, including increased galvanizing services provided to our other operations in the U.S. The increase in sales in 2007 as compared with 2006 also reflected increased selling prices for galvanizing services to cover the increase in zinc costs experienced throughout 2006. The increases in operating income for the thirteen and twenty-six weeks ended June 30, 2007 as compared with the same periods in 2006 were principally due to higher production levels and improved production efficiencies. SG&A spending in the second quarter and year-to-date periods ended June 30, 2007 were comparable to last year. In the second quarter of 2007, we recorded a valuation charge of approximately $0.7 million related to the disposal of manufacturing equipment in our anodizing operation.

Irrigation segment

For the thirteen and twenty-six weeks ended June 30, 2007 the sales increases in the Irrigation segment, as compared with the same periods in 2006, were predominantly due to higher sales volumes. In North America, generally higher farm commodity prices in 2007 resulted in improved demand for

24




irrigation machines.  In addition, we adjusted our sales prices in the latter part of the first quarter of 2007 due to competitive conditions. We believe this pricing adjustment also contributed to increased demand for our products during the second quarter. International sales in the second quarter of 2007 increased mainly due to stronger sales in South America and China, which more than offset weakness in sales in the Australian market and lower sales in emerging markets in Central Asia and Africa. Argentina sales were driven by higher corn prices while severe drought conditions in Australia contributed to a weaker market in that region. Operating income for the thirteen and twenty-six weeks ended June 30, 2007 increased substantially as compared with the same periods in 2006 due to improved sales volumes and factory utilization as well as effective control of SG&A spending. The increases in SG&A spending for the thirteen and twenty-six weeks ended June 30, 2007, as compared with the same periods in 2006 were mainly attributable to increased employee incentives associated with improved operational performance ($0.5 million and $0.3 million, respectively) and increased salary and benefit expense for additional administrative personnel ($0.3 million and $0.5 million, respectively).

Tubing segment

The increases in Tubing sales for the second quarter and the year-to-date periods ended June 30, 2007, as compared with the same periods in 2006, were due to improved demand for structural tubing products and large diameter products used for industrial and agricultural applications. We believe that the increase in demand from agricultural equipment manufacturers was due in part to an increase in the number of acres to be planted in corn in 2007, resulting in an increase in the demand for grain handling equipment. Operating income was significantly higher in 2007 due to improved operating efficiencies and leverage from increased production volumes which more than offset higher SG&A spending related to sales incentives.

Other

This includes our industrial fastener business, our machine tool accessories operation in France and the development costs associated with our wind energy structure initiative. We made the decision to suspend our wind energy initiative in the fourth quarter of 2006. The main reasons for the improvement in operating income this year was lower spending related to wind energy and improvement in sales and profitability of our machine tool accessory business.

Net corporate expense

The increases in net corporate expenses for the thirteen and twenty-six weeks ended June 30, 2007, as compared with the same periods in 2006 were mainly related to increased employee incentives due to improved earnings and common stock price (which is used to value certain long-term management incentives) this year (approximately $2.4 million and $1.4 million, respectively) and increased costs ($0.5 million and $0.5 million) related to higher health care costs.

Liquidity and Capital Resources

Cash Flows

Working Capital and Operating Cash Flows—Net working capital was $313.9 million at June 30, 2007, as compared with $277.7 million at December 30, 2006. The ratio of current assets to current liabilities was 2.37:1 at June 30, 2007, as compared with 2.28:1 at December 30, 2006. The increase in net working capital mainly relates to increased accounts receivable and inventories associated with higher sales activity in 2007, as compared with 2006. Cash flow provided by operations was $6.5 million for the twenty-six week period ended June 30, 2007, as compared with $1.7 million used by operations for the same period in 2006. The increase in operating cash flows in 2007, as compared with 2006, related primarily to increased net earnings

25




and the timing of income taxes payable. In 2007 $9,186 was distributed from our non-qualified deferred compensation plan to participants under the transition rules of section 409A of the Internal Revenue Code.

Investing Cash Flows—Capital spending during the twenty-six weeks ended June 30, 2007 was $27.0 million, as compared with $11.4 million for the same period in 2006. The main reason for the increased capital spending in 2007, as compared with 2006, was additional manufacturing capacity to serve the North America ESS markets and the Utility Support Structures segment. Our capital spending for the 2007 fiscal year is expected to be between $55 million and $60 million. In addition, we spent approximately $12.3 million (net of cash acquired) to acquire 70% of the outstanding stock of Tehomet Oy, a Finnish manufacturer of lighting structures, in the second quarter of 2007. Subsequent to June 30, 2007, we paid approximately $3.8 million for the remaining 20% of the outstanding shares of our Canadian lighting structure manufacturing facility. The cash used to pay the distributions from our non-qualified deferred compensation plan was generated from the liquidation of investments, which was classified as “Proceeds from sale of assets” in the statement of cash flows for the twenty-six week period ended June 30, 2007.

Financing Cash Flows—Our total interest-bearing debt increased from $234.3 million as of December 30, 2006 to $246.3 million as of June 30, 2007, which was reported as an increase in financing cash flows for the twenty-six weeks ended June 30, 2007. The main reasons for the increase in borrowings relate to increased capital spending in 2007 and the Tehomet acquisition, which was funded through borrowings against our revolving credit agreement.

Sources of 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 capital at or below 40%. At June 30, 2007, our long-term debt to invested capital ratio was 29.8%, as compared with 31.3% at December 30, 2006. Our internal objective of 40% is exceeded from time to time in order to take advantage of opportunities to grow and improve our businesses, such as the Newmark, Whatley and Sigma acquisitions that were completed in 2004. Subject to our level of acquisition activity and steel and zinc 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 2007.

Our debt financing at June 30, 2007 consisted primarily of long-term debt. We also maintain certain short-term bank lines of credit totaling $26.8 million, $17.3 million which was unused at June 30, 2007. Our long-term debt principally consists of:

·                    $150 million of senior subordinated notes that bear interest at 6.875% per annum and are due in May 2014. We may repurchase the notes starting in May 2009 at specified prepayment premiums. These notes are guaranteed by certain of our U.S. subsidiaries.

·                    $150 million revolving credit agreement that accrues interest at our option at (a) the higher of the prime lending rate and the Federal Funds rate plus 50 basis points or (b) an interest rate spread over the LIBOR of 62.5 to 137.5 basis points (inclusive of facility fees), depending on our ratio of debt to earnings before taxes, interest, depreciation and amortization (EBITDA). At June 30, 2007, there was $12.0 million outstanding balance under the revolving credit agreement at an interest rate of 4.70% per annum. The revolving credit agreement has a termination date of May 4, 2009 and contains certain financial covenants that limit our additional borrowing capability under the agreement. At June 30, 2007, we had the ability to borrow an additional $129.0 million under this facility.

·                    Term loan with a group of banks that accrues interest at our option at (a) the higher of the prime lending rate and the Federal Funds rate plus 50 basis points or (b) LIBOR plus a spread of 62.5

26




to 137.5 basis points, depending on our debt to EBITDA ratio, and had an outstanding balance of $41.7 million at June 30, 2007. This loan requires quarterly principal payments through 2009. The annualized principal payments beginning in 2007 in millions are: $8.9, $20.9, and $11.9. The effective interest rate on this loan was 6.125% per annum at June 30, 2007.

Under these debt agreements, we are obligated by covenants that require us to maintain certain coverage ratios and may limit us with respect to certain business activities. At June 30, 2007 we were in compliance with all covenants related to these debt agreements.

Financial Obligations and Financial Commitments

There have been no material changes to our financial obligations and financial commitments as described on page 37 in our Form 10-K for the year ended December 30, 2006.

Off Balance Sheet Arrangements

There have been no changes in our off balance sheet arrangements as described on page 37 in our Form 10-K for the fiscal year ended December 30, 2006.

Critical Accounting Policies

There have been no changes in the Company’s critical accounting policies during the quarter ended June 30, 2007. These policies are described on pages 39-42 in our Form 10-K for fiscal year ended December 30, 2006.

Item 3.   Quantitative and Qualitative Disclosure about Market Risk

There were no material changes in the company’s market risk during the quarter ended June 30, 2007. For additional information, refer to the section “Risk Management” on pages 38-39 in our Form 10-K for the fiscal year ended December 30, 2006.

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. There have been no changes in the Company’s internal controls over financial reporting during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, such internal controls.

27




PART II.   OTHER INFORMATION

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

Issuer Purchases of Equity Securities

 

 

(a)

 

(b)

 

(c)

 

(d)

 

 

 

 

 

 

 

Total Number of

 

Maximum Number

 

 

 

 

 

 

 

Shares Purchased as

 

of Shares that May

 

 

 

 

 

 

 

Part of Publicly

 

Yet Be Purchased

 

 

 

Total Number of

 

Average Price

 

Announced Plans or

 

Under the Plans or

 

Period

 

 

 

Shares Purchased

 

paid per share

 

Programs

 

Programs

 

April 1, 2007 to April 28, 2007

 

 

25,490

 

 

 

$

65,29

 

 

 

 

 

 

 

 

April 29, 2007 to June  2, 2007

 

 

10,283

 

 

 

64.13

 

 

 

 

 

 

 

 

June 3, 2007 to June 30, 2007

 

 

1,005

 

 

 

72.23

 

 

 

 

 

 

 

 

Total

 

 

36,778

 

 

 

$

65.15

 

 

 

 

 

 

 

 

 

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

Item 5.                        Other Information

On April 23, 2007, the Company’s Board of Directors declared a quarterly cash dividend on common stock of 10.5 cents per share, which was paid on July 16, 2007, to stockholders of record June 29, 2007. The indicated annual dividend rate is 42 cents per share.

Item 6.                        Exhibits

(a) Exhibits

Exhibit No.

 

Description

10.1

 

Amendment No. 5 dated as of May 23, 2007 to the Company’s credit agreement with The Bank of New York dated May 4, 2004

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

 

28




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/ TERRY J. McCLAIN

 

 

Terry J. McClain

 

 

Senior Vice President and Chief Financial Officer

 

 

(Principal Financial Officer)

 

Dated this 6th day of August, 2007.

29