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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 28, 2015

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

23,556,137
Outstanding shares of common stock as of April 22, 2015


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 28, 2015 and March 29, 2014

    3  

 

Condensed Consolidated Statements of Comprehensive Income for the thirteen weeks ended March 28, 2015 and March 29, 2014

    4  

 

Condensed Consolidated Balance Sheets as of March 28, 2015 and December 27, 2014

    5  

 

Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended March 28, 2015 and March 29, 2014

    6  

 

Condensed Consolidated Statements of Shareholders' Equity for the thirteen weeks ended March 28, 2015 and March 29, 2014

    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 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

    38  

Item 5.

 

Other Information

    38  

Item 6.

 

Exhibits

    39  

Signatures

    40  

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 28,
2015
  March 29,
2014
 

Product sales

  $ 603,894   $ 681,043  

Services sales

    66,504     70,697  

Net sales

    670,398     751,740  

Product cost of sales

    459,541     497,843  

Services cost of sales

    45,403     46,915  

Total cost of sales

    504,944     544,758  

Gross profit

    165,454     206,982  

Selling, general and administrative expenses

    107,771     108,134  

Operating income

    57,683     98,848  

Other income (expenses):

             

Interest expense

    (11,128 )   (8,197 )

Interest income

    874     1,739  

Other

    1,016     (5,812 )

    (9,238 )   (12,270 )

Earnings before income taxes

    48,445     86,578  

Income tax expense (benefit):

             

Current

    11,774     32,938  

Deferred

    5,164     (2,923 )

    16,938     30,015  

Net earnings

    31,507     56,563  

Less: Earnings attributable to noncontrolling interests

    (768 )   (583 )

Net earnings attributable to Valmont Industries, Inc. 

  $ 30,739   $ 55,980  

Earnings per share:

             

Basic

  $ 1.29   $ 2.10  

Diluted

  $ 1.28   $ 2.08  

Cash dividends declared per share

  $ 0.375   $ 0.250  

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

    23,868     26,715  

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

    23,982     26,950  

   

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 28,
2015
  March 29,
2014
 

Net earnings

  $ 31,507   $ 56,563  

Other comprehensive income (loss), net of tax:

             

Foreign currency translation adjustments:

             

Unrealized translation gain (loss)                    

    (58,178 )   11,637  

Unrealized gain/(loss) on cash flow hedge:

             

Amortization cost included in interest expense              

    18     100  

Gain on cash flow hedges

    294      

Actuarial gain (loss) in defined benefit pension plan              

        (233 )

Other comprehensive income (loss)

    (57,866 )   11,504  

Comprehensive income (loss)

    (26,359 )   68,067  

Comprehensive loss (income) attributable to noncontrolling interests

    1,327     88  

Comprehensive income (loss) attributable to Valmont Industries, Inc. 

  $ (25,032 ) $ 68,155  

   

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 28,
2015
  December 27,
2014
 

ASSETS

             

Current assets:

             

Cash and cash equivalents

  $ 318,366   $ 371,579  

Receivables, net

    503,649     536,918  

Inventories

    379,514     359,522  

Prepaid expenses

    48,344     56,912  

Refundable and deferred income taxes

    53,032     68,010  

Total current assets

    1,302,905     1,392,941  

Property, plant and equipment, at cost

    1,124,251     1,139,569  

Less accumulated depreciation and amortization

    537,505     533,116  

Net property, plant and equipment

    586,746     606,453  

Goodwill

    373,888     385,111  

Other intangible assets, net

    189,390     202,004  

Other assets

    131,201     143,159  

Total assets

  $ 2,584,130   $ 2,729,668  

LIABILITIES AND SHAREHOLDERS' EQUITY

             

Current liabilities:

             

Current installments of long-term debt

  $ 1,070   $ 1,181  

Notes payable to banks

    14,459     13,952  

Accounts payable

    189,349     196,565  

Accrued employee compensation and benefits

    71,188     87,950  

Accrued expenses

    98,636     88,480  

Dividends payable

    8,889     9,086  

Total current liabilities

    383,591     397,214  

Deferred income taxes

    66,329     71,797  

Long-term debt, excluding current installments

    765,762     766,654  

Defined benefit pension liability

    127,708     150,124  

Deferred compensation

    51,027     47,932  

Other noncurrent liabilities

    45,849     45,542  

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

    1,741,252     1,718,662  

Accumulated other comprehensive income (loss)

    (190,204 )   (134,433 )

Treasury stock

    (481,039 )   (410,296 )

Total Valmont Industries, Inc. shareholders' equity

    1,097,909     1,201,833  

Noncontrolling interest in consolidated subsidiaries

    45,955     48,572  

Total shareholders' equity

    1,143,864     1,250,405  

Total liabilities and shareholders' equity

  $ 2,584,130   $ 2,729,668  

   

See accompanying notes to condensed consolidated financial statements.

5


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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

 
  Thirteen Weeks Ended  
 
  March 28,
2015
  March 29,
2014
 

Cash flows from operating activities:

             

Net earnings

  $ 31,507   $ 56,563  

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

             

Depreciation and amortization

    23,901     19,601  

Noncash loss on trading securities

    4,415     3,386  

Stock-based compensation

    1,761     1,880  

Defined benefit pension plan expense

    (150 )   662  

Contribution to defined benefit pension plan

    (15,735 )   (17,484 )

Gain on sale of property, plant and equipment

    (136 )   (127 )

Deferred income taxes

    5,164     (2,923 )

Changes in assets and liabilities (net of acquisitions):

             

Receivables

    18,584     31,668  

Inventories

    (27,041 )   (37,911 )

Prepaid expenses

    4,954     (9,148 )

Accounts payable

    (1,261 )   (12,471 )

Accrued expenses

    (5,324 )   (29,889 )

Other noncurrent liabilities

    1,684     1,551  

Income taxes refundable

    13,205     16,559  

Net cash flows from operating activities

    55,528     21,917  

Cash flows from investing activities:

             

Purchase of property, plant and equipment

    (16,615 )   (23,526 )

Proceeds from sale of assets

    185     1,391  

Acquisitions, net of cash acquired

        (120,483 )

Other, net

    2,930     (990 )

Net cash flows from investing activities

    (13,500 )   (143,608 )

Cash flows from financing activities:

             

Net borrowings under short-term agreements

    1,155     (4,056 )

Principal payments on long-term borrowings

    (224 )   (63 )

Dividends paid

    (9,086 )   (6,706 )

Dividends to noncontrolling interest

    (1,290 )   (351 )

Purchase of treasury shares

    (72,900 )    

Proceeds from exercises under stock plans

    1,760     7,860  

Excess tax benefits from stock option exercises

    345     2,296  

Purchase of common treasury shares—stock plan exercises

    (2,156 )   (8,574 )

Net cash flows from financing activities

    (82,396 )   (9,594 )

Effect of exchange rate changes on cash and cash equivalents

    (12,845 )   5,774  

Net change in cash and cash equivalents

    (53,213 )   (125,511 )

Cash and cash equivalents—beginning of year

    371,579     613,706  

Cash and cash equivalents—end of period

  $ 318,366   $ 488,195  

   

See accompanying notes to condensed consolidated financial statements.

6


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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 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  

Balance at December 27, 2014

  $ 27,900   $   $ 1,718,662   $ (134,433 ) $ (410,296 ) $ 48,572   $ 1,250,405  

Net earnings

            30,739             768     31,507  

Other comprehensive income (loss)

                (55,771 )       (2,095 )   (57,866 )

Cash dividends declared

            (8,889 )               (8,889 )

Dividends to noncontrolling interests

                        (1,290 )   (1,290 )

Purchase of treasury shares; 598,227 shares acquired

                    (72,900 )       (72,900 )

Stock plan exercises; 16,950 shares acquired

                    (2,156 )       (2,156 )

Stock options exercised; 25,119 shares issued

        (2,106 )   740         3,126         1,760  

Tax benefit from stock option exercises

        345                     345  

Stock option expense

        1,350                     1,350  

Stock awards; 9,656 shares issued

        411             1,187         1,598  

Balance at March 28, 2015

  $ 27,900   $   $ 1,741,252   $ (190,204 ) $ (481,039 ) $ 45,955   $ 1,143,864  

   

See accompanying notes to condensed consolidated financial statements.

7


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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 28, 2015, the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen weeks ended March 28, 2015 and March 29, 2014, and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirteen week period 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 28, 2015 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 27, 2014. 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 27, 2014. The results of operations for the period ended March 28, 2015 are not necessarily indicative of the operating results for the full year.

    Inventories

        Approximately 41% and 44% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of March 28, 2015 and December 27, 2014, 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 $43,908 and $47,178 at March 28, 2015 and December 27, 2014, respectively.

        Inventories consisted of the following:

 
  March 28,
2015
  December 27,
2014
 

Raw materials and purchased parts

  $ 187,281   $ 179,093  

Work-in-process

    26,078     27,835  

Finished goods and manufactured goods

    210,063     199,772  

Subtotal

    423,422     406,700  

Less: LIFO reserve

    43,908     47,178  

  $ 379,514   $ 359,522  

8


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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 28, 2015 and March 29, 2014, were as follows:

 
  Thirteen Weeks
Ended
 
 
  2015   2014  

United States

  $ 32,641   $ 71,694  

Foreign

    15,804     14,884  

  $ 48,445   $ 86,578  

    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 (benefit) expense for the thirteen weeks ended March 28, 2015 and March 29, 2014 were as follows:

 
  Thirteen Weeks
Ended
 
 
  2015   2014  

Net periodic (benefit) expense:

             

Interest cost

  $ 6,111   $ 7,197  

Expected return on plan assets

    (6,261 )   (6,535 )

Net periodic (benefit) expense

  $ (150 ) $ 662  

    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 28, 2015, 1,191,723 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 28, 2015 and March 29, 2014, respectively, were as follows:

 
  Thirteen Weeks
Ended
 
 
  2015   2014  

Compensation expense

  $ 1,350   $ 1,263  

Income tax benefits

    520     486  

    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.

    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.

        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 $39,718 ($36,439 at December 27, 2014) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting

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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)

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 of shares in Delta EMD Pty. Ltd. (JSE:DTA) is also classified as trading securities. During first quarter of 2015, the Company received a special dividend of $5,010 from Delta EMD Pty. Ltd and the market price of the shares were proportionately decreased accordingly. The shares are valued at $4,826 and $9,034 as of March 28, 2015 and December 27, 2014, respectively, which is the estimated fair value. 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 28,
2015
  Quoted Prices in
Active Markets
for Identical
Assets (Level 1)
  Significant Other
Observable
Inputs
(Level 2)
  Significant
Unobservable
Inputs
(Level 3)
 

Assets:

                         

Trading Securities

  $ 44,544   $ 44,544   $   $  

 

 
   
  Fair Value Measurement Using:  
 
  Carrying Value
December 27,
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

  $ 45,473   $ 45,473   $   $  

    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 28, 2015 and December 27, 2014:

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

Balance at December 27, 2014

  $ (99,618 ) $ 3,879   $ (38,694 ) $ (134,433 )

Current-period comprehensive income (loss)

    (56,083 )   312         (55,771 )

Balance at March 28, 2015

  $ (155,701 ) $ 4,191   $ (38,694 ) $ (190,204 )

    Recently Issued Accounting Pronouncements

        In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes the

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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)

revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition. The new revenue recognition standard requires entities to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 is effective for interim and annual reporting periods beginning after December 15, 2016 and is to be applied retrospectively. Early adoption is not permitted. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position.

    Subsequent Event

        In April 2015, the Company's Board of Directors authorized a broad restructuring plan (the "Plan") of up to $60 million to respond to the market environment in certain businesses. The initial restructuring activities primarily involve consolidation of operations in the Utility segment and consolidation of Asia Pacific operations within the Engineered Infrastructure Products and Coatings segments. Accordingly, the Company expects to incur pre-tax cash severance and property relocation and site closure expenses of $19 million and asset impairments of approximately $11 million. The asset impairments are primarily write-downs of property, plant, and equipment in the Utility, Engineered Infrastructure Products, and Coatings segments. These charges are expected to be incurred over the remainder of 2015.

        Certain of these initial restructuring actions are within the APAC Coatings reporting unit which has approximately $16 million of goodwill as of March 28, 2015. The Company expects these activities to improve the profitability of this reporting unit. Should operating income not improve within this reporting unit after these restructuring activities are implemented, the Company will have to perform an interim goodwill impairment analysis. In addition to this goodwill, the Company is also evaluating other potential restructuring activities authorized under the Plan. In total, these restructuring items could result in asset impairments of up to $25 million and cash charges of $5 million.

(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 it 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 note payable by Valmont SM to its prior affiliates. 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 expectations. 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 projects and to increase the Company's geographic footprint in Europe. The Company also funded a portion of the acquisition with an intercompany note payable. The excess purchase price over the fair value of assets resulted in goodwill, which is not deductible for tax purposes.

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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)

        The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition, which was finalized in the fourth quarter of 2014.

 
  At March 3,
2014
 

Current assets

  $ 73,421  

Property, plant and equipment

    85,645  

Intangible assets

    30,340  

Goodwill

    14,317  

Total fair value of assets acquired

  $ 203,723  

Current liabilities

    50,953  

Deferred income taxes

    14,114  

Intercompany note payable

    37,448  

Long-term debt

    8,941  

Total fair value of liabilities assumed

    111,456  

Non-controlling interests

    9,232  

Net assets acquired

  $ 83,035  

        Based on the fair value assessments, the Company allocated $30,340 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

  $ 11,470     Indefinite  

Backlog

    3,145     1.5  

Customer Relationships

    15,725     12.0  

Total Intangible Assets

  $ 30,340        

        On October 6, 2014, the Company acquired Shakespeare Composite Structures (Shakespeare) for $48,272 in cash, plus assumed liabilities. Shakespeare is a manufacturer of fiberglass reinforced composite structures and products with two manufacturing facilities in South Carolina. Shakespeare's annual sales are approximately $55,000 and its operations will be included in the Engineered Infrastructure Products segment. The acquisition of Shakespeare was completed to expand our product offering of composite structure solutions.

        The preliminary fair value measurement disclosed below is 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 and purchase price allocation for Shakespeare to be completed in the second quarter of 2015.

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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)

        The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed as of the date of the Shakespeare acquisition (goodwill is not deductible for tax purposes):

 
  At October 6,
2014
 

Current assets

  $ 12,532  

Property, plant and equipment

    10,694  

Intangible assets

    13,500  

Goodwill

    15,416  

Total fair value of assets acquired

  $ 52,142  

Current liabilities

    3,870  

Net assets acquired

  $ 48,272  

        Based on the preliminary fair value assessments, the Company allocated $13,500 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Shakespeare acquired intangible assets and the respective weighted-average amortization periods:

 
  Amount   Weighted
Average
Amortization
Period
(Years)
 

Trade Names

  $ 4,000     Indefinite  

Customer Relationships

    9,500     12.0  

Total Intangible Assets

  $ 13,500        

        On August 25, 2014, the Company acquired 51% of AgSense, LLC (AgSense) for $17 million in cash. AgSense operates in South Dakota and is the creator of global WagNet network which provides growers with a more complete view of their entire farming operation by tying irrigation decision making to field, crop and weather conditions. In the measurement of fair values of assets acquired and liabilities assumed, goodwill of $17,343 and $13,510 of customer relationships, trade name and other intangible assets were recorded. A portion of the goodwill is deductible for tax purposes. AgSense is included in the Irrigation Segment.

        The Company's Condensed Consolidated Statement of Earnings for the thirteen weeks ended March 28, 2015 included net sales of $41,924 and net earnings of $1,997 resulting from the Valmont SM, AgSense, and Shakespeare acquisitions. The pro forma effect of these acquisitions on the first quarter of the 2014 Statement of Earnings was as follows:

 
  Thirteen weeks Ended
March 29, 2014
 

Net sales

  $ 800,265  

Net earnings

  $ 58,692  

Earnings per share—diluted

  $ 2.18  

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS

    Amortized Intangible Assets

        The components of amortized intangible assets at March 28, 2015 and December 27, 2014 were as follows:

 
  March 28, 2015  
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Weighted
Average
Life
 

Customer Relationships

  $ 201,990   $ 90,546     13 years  

Proprietary Software & Database

    3,680     2,954     8 years  

Patents & Proprietary Technology

    12,109     8,712     8 years  

Other

    3,997     3,216     3 years  

  $ 221,776   $ 105,428        

 

 
  December 27, 2014  
 
  Gross
Carrying
Amount
  Accumulated
Amortization
  Weighted
Average
Life
 

Customer Relationships

  $ 207,509   $ 88,538     13 years  

Proprietary Software & Database

    3,769     2,977     8 years  

Patents & Proprietary Technology

    12,394     8,537     8 years  

Other

    4,355     2,998     3 years  

  $ 228,027   $ 103,050        

        Amortization expense for intangible assets for the thirteen weeks ended March 28, 2015 and March 29, 2014, respectively was as follows:

Thirteen Weeks
Ended
 
2015   2014  
$4,913   $ 4,103  

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

 
  Estimated
Amortization
Expense
 

2015

  $ 17,039  

2016

    16,607  

2017

    15,871  

2018

    14,227  

2019

    13,423  

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

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)

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

    Non-amortized intangible assets

        Intangible assets with indefinite lives are not amortized. The carrying values of trade names at March 28, 2015 and December 27, 2014 were as follows:

 
  March 28,
2015
  December 27,
2014
  Year
Acquired
 

Webforge

  $ 16,052   $ 16,801     2010  

Valmont SM

    9,043     10,818     2014  

Newmark

    11,111     11,111     2004  

Ingal EPS/Ingal Civil Products

    8,472     8,867     2010  

Donhad

    6,391     6,689     2010  

Shakespeare

    4,000     4,000     2014  

Industrial Galvanizers

    3,716     3,889     2010  

Other

    14,257     14,852        

  $ 73,042   $ 77,027        

        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 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.

    Goodwill

        The carrying amount of goodwill by segment as of March 28, 2015 and December 27, 2014 was as follows:

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

Balance at December 27, 2014

  $ 197,074   $ 75,404   $ 74,862   $ 19,536   $ 18,235   $ 385,111  

Foreign currency translation

    (8,654 )       (1,667 )   (89 )   (813 )   (11,223 )

Balance at March 28, 2015

  $ 188,420   $ 75,404   $ 73,195   $ 19,447   $ 17,422   $ 373,888  

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

(Unaudited)

(3) GOODWILL AND INTANGIBLE ASSETS (Continued)

        The Company's goodwill was tested for impairment during the third quarter of 2014. 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 28, 2015 and March 29, 2014 were as follows:

 
  2015   2014  

Interest

  $ 510   $ 736  

Income taxes

    5,047     13,345  

        On May 13, 2014, the Company announced a new capital allocation philosophy which increased the dividend by 50% and covered a share repurchase program of up to $500 million of the Company's outstanding common stock to be acquired from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. On February 24, 2015, the Board of Directors authorized an additional purchase of up to $250 million of the Company's outstanding common stock with no stated expiration date. As of March 28, 2015, the Company has acquired 3,309,376 shares for approximately $467.9 million under the share repurchase program.

(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 28, 2015:

                   

Net earnings attributable to Valmont Industries, Inc. 

  $ 30,739   $   $ 30,739  

Shares outstanding

    23,868     114     23,982  

Per share amount

  $ 1.29   $ (0.01 ) $ 1.28  

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  

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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 (Continued)

        Earnings per share are computed independently for each of the quarters. Therefore, the sum of the quarterly earnings per share does not equal the total for the year primarily due to the share buyback program that began in the second quarter of 2014.

        At March 28, 2015 and March 29, 2014, there were 452,103 and 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, respectively.

(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, 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 28,
2015
  March 29,
2014
 

SALES:

             

Engineered Infrastructure Products segment:

             

Lighting, Traffic, and Roadway Products

  $ 145,267   $ 138,977  

Communication Products

    32,556     29,886  

Offshore Structures

    24,848     17,304  

Access Systems

    35,722     42,295  

Engineered Infrastructure Products segment

    238,393     228,462  

Utility Support Structures segment:

             

Steel

    158,273     191,437  

Concrete

    18,068     23,290  

Utility Support Structures segment

    176,341     214,727  

Coatings segment

    74,360     82,171  

Irrigation segment

    154,476     212,733  

Other

    53,858     58,602  

Total

    697,428     796,695  

INTERSEGMENT SALES:

             

Engineered Infrastructure Products segment

    7,074     19,565  

Utility Support Structures segment

    289     495  

Coatings segment

    12,547     14,953  

Irrigation segment

    9     9  

Other

    7,111     9,933  

Total

    27,030     44,955  

NET SALES:

             

Engineered Infrastructure Products segment

    231,319     208,897  

Utility Support Structures segment

    176,052     214,232  

Coatings segment

    61,813     67,218  

Irrigation segment

    154,467     212,724  

Other

    46,747     48,669  

Total

  $ 670,398   $ 751,740  

OPERATING INCOME:

             

Engineered Infrastructure Products segment

  $ 11,982   $ 13,709  

Utility Support Structures segment

    15,357     32,757  

Coatings segment

    10,999     13,886  

Irrigation segment

    24,302     43,146  

Other

    6,598     8,550  

Corporate

    (11,555 )   (13,200 )

Total

  $ 57,683   $ 98,848  

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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

        On September 22, 2014, the Company issued and sold $250,000 aggregate principal amount of the Company's 5.00% senior notes due 2044 and $250,000 aggregate principal amount of the Company's 5.25% senior notes due 2054. On September 22, 2014, the Company repurchased through a partial tender offer $199,800 in aggregate principal amount of the Company's 6.625% senior notes due 2020, and $250,200 of the notes remain outstanding following the conclusion of the tender offer. All of 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 the fourth quarter of 2014, a subsidiary of the Company was removed as a guarantor of our revolving credit facility, and consequently was removed as a guarantor of the notes. All prior year consolidated financial information has been recast to reflect the current guarantor structure. Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows:

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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 28, 2015

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net sales

  $ 329,131   $ 95,948   $ 302,236   $ (56,917 ) $ 670,398  

Cost of sales

    249,867     74,896     236,985     (56,804 )   504,944  

Gross profit

    79,264     21,052     65,251     (113 )   165,454  

Selling, general and administrative expenses

    48,042     11,297     48,432         107,771  

Operating income

    31,222     9,755     16,819     (113 )   57,683  

Other income (expense):

                               

Interest expense

    (10,832 )       (296 )       (11,128 )

Interest income

    9     2     863         874  

Other

    (649 )   (24 )   1,689         1,016  

    (11,472 )   (22 )   2,256         (9,238 )

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

    19,750     9,733     19,075     (113 )   48,445  

Income tax expense (benefit):

                               

Current

    1,392     4,627     5,797     (42 )   11,774  

Deferred

    5,469     (533 )   228         5,164  

    6,861     4,094     6,025     (42 )   16,938  

Earnings before equity in earnings of nonconsolidated subsidiaries

    12,889     5,639     13,050     (71 )   31,507  

Equity in earnings of nonconsolidated subsidiaries

    17,850     4,305         (22,155 )    

Net earnings

    30,739     9,944     13,050     (22,226 )   31,507  

Less: Earnings attributable to noncontrolling interests

            (768 )       (768 )

Net earnings attributable to Valmont Industries, Inc

  $ 30,739   $ 9,944   $ 12,282   $ (22,226 ) $ 30,739  

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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 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 )       (522 )       (8,197 )

Interest income

    20     183     1,536         1,739  

Other

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

    (7,588 )   (309 )   (4,373 )       (12,270 )

Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries

    49,505     22,781     13,921     371     86,578  

Income tax expense (benefit):

                               

Current

    19,878     8,054     4,902     104     32,938  

Deferred

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

    18,035     7,642     4,234     104     30,015  

Earnings before equity in earnings of nonconsolidated subsidiaries

    31,470     15,139     9,687     267     56,563  

Equity in earnings of nonconsolidated subsidiaries

    24,510     545         (25,055 )    

Net earnings

    55,980     15,684     9,687     (24,788 )   56,563  

Less: Earnings attributable to noncontrolling interests

            (583 )       (583 )

Net earnings attributable to Valmont Industries, Inc

  $ 55,980   $ 15,684   $ 9,104   $ (24,788 ) $ 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 COMPREHENSIVE INCOME
For the Thirteen weeks ended March 28, 2015

 
  Parent   Guarantors   Non-
Guarantors
  Eliminations   Total  

Net earnings

  $ 30,739   $ 9,944   $ 13,050   $ (22,226 ) $ 31,507  

Other comprehensive income (loss), net of tax:

                               

Foreign currency translation adjustments:

                               

Unrealized gains (losses) arising during the period

        (8,888 )   (49,290 )       (58,178 )

Unrealized loss on cash flow hedge:

                               

Amortization cost included in interest expense

    18                 18  

Gain on cash flow hedges

    92         202           294  

Equity in other comprehensive income

    (55,881 )           55,881      

Other comprehensive income (loss)

    (55,771 )   (8,888 )   (49,688 )   55,881     (57,866 )

Comprehensive income

    (25,032 )   1,056     (36,038 )   33,655     (26,359 )

Comprehensive income attributable to noncontrolling interests

            1,327         1,327  

Comprehensive income attributable to Valmont Industries, Inc. 

  $ (25,032 ) $ 1,056   $ (39,711 ) $ 33,655   $ (25,032 )

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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   $ 15,684   $ 9,687   $ (24,788 ) $ 56,563  

Other comprehensive income (loss), net of tax:

                               

Foreign currency translation adjustments:          

                               

Unrealized gains (losses) arising during the period

        1,189     10,448         11,637  

Unrealized loss on cash flow hedge:

                               

Amortization cost included in interest expense

    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     1,189     10,215     (12,075 )   11,504  

Comprehensive income

    68,155     16,873     19,902     (36,863 )   68,067  

Comprehensive income attributable to noncontrolling interests

            88         88  

Comprehensive income attributable to Valmont Industries, Inc. 

  $ 68,155   $ 16,873   $ 19,990   $ (36,863 ) $ 68,155  

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 28, 2015

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

ASSETS

                               

Current assets:

                               

Cash and cash equivalents

  $ 25,571   $ 1,367   $ 291,428   $   $ 318,366  

Receivables, net

    163,095     61,818     278,736         503,649  

Inventories

    122,962     65,221     194,400     (3,069 )   379,514  

Prepaid expenses

    4,806     753     42,785         48,344  

Refundable and deferred income taxes

    39,909     6,397     6,726         53,032  

Total current assets

    356,343     135,556     814,075     (3,069 )   1,302,905  

Property, plant and equipment, at cost

    561,174     125,618     437,459         1,124,251  

Less accumulated depreciation and amortization

    326,839     67,383     143,283         537,505  

Net property, plant and equipment

    234,335     58,235     294,176         586,746  

Goodwill

    20,108     107,542     246,238         373,888  

Other intangible assets

    279     42,439     146,672         189,390  

Investment in subsidiaries and intercompany accounts

    1,405,751     821,802     896,850     (3,124,403 )    

Other assets

    49,615         81,586         131,201  

Total assets

  $ 2,066,431   $ 1,165,574   $ 2,479,597   $ (3,127,472 ) $ 2,584,130  

LIABILITIES AND SHAREHOLDERS' EQUITY

                               

Current liabilities:

                               

Current installments of long-term debt

  $ 213   $   $ 857   $   $ 1,070  

Notes payable to banks

            14,459         14,459  

Accounts payable

    64,251     13,709     111,389         189,349  

Accrued employee compensation and benefits

    32,270     4,359     34,559         71,188  

Accrued expenses

    44,316     6,077     48,243         98,636  

Dividends payable

    8,889                 8,889  

Total current liabilities

    149,939     24,145     209,507         383,591  

Deferred income taxes

    3,906     28,658     33,765           66,329  

Long-term debt, excluding current installments

    759,682         6,080           765,762  

Defined benefit pension liability

              127,708           127,708  

Deferred compensation

    45,121         5,906           51,027  

Other noncurrent liabilities

    9,874         35,975           45,849  

Shareholders' equity:

                               

Common stock of $1 par value

    27,900     457,950     648,682     (1,106,632 )   27,900  

Additional paid-in capital

        150,286     1,098,408     (1,248,694 )    

Retained earnings

    1,741,252     562,619     409,583     (972,202 )   1,741,252  

Accumulated other comprehensive income (loss)

    (190,204 )   (58,084 )   (141,972 )   200,056     (190,204 )

Treasury stock

    (481,039 )               (481,039 )

Total Valmont Industries, Inc. shareholders' equity

    1,097,909     1,112,771     2,014,701     (3,127,472 )   1,097,909  

Noncontrolling interest in consolidated subsidiaries

            45,955         45,955  

Total shareholders' equity

    1,097,909     1,112,771     2,060,656     (3,127,472 )   1,143,864  

Total liabilities and shareholders' equity

  $ 2,066,431   $ 1,165,574   $ 2,479,597   $ (3,127,472 ) $ 2,584,130  

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 27, 2014

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

ASSETS

                               

Current assets:

                               

Cash and cash equivalents

  $ 69,869   $ 2,157   $ 299,553   $   $ 371,579  

Receivables, net

    158,316     68,414     310,188         536,918  

Inventories

    127,859     54,914     177,512     (763 )   359,522  

Prepaid expenses

    7,087     502     49,323         56,912  

Refundable and deferred income taxes

    53,307     6,194     8,509         68,010  

Total current assets

    416,438     132,181     845,085     (763 )   1,392,941  

Property, plant and equipment, at cost

    556,658     124,182     458,729         1,139,569  

Less accumulated depreciation and amortization

    319,899     65,493     147,724         533,116  

Net property, plant and equipment

    236,759     58,689     311,005         606,453  

Goodwill

    20,108     107,542     257,461           385,111  

Other intangible assets

    292     43,644     158,068           202,004  

Investment in subsidiaries and intercompany accounts

    1,446,989     825,236     887,055     (3,159,280 )    

Other assets

    46,587         96,572           143,159  

Total assets

  $ 2,167,173   $ 1,167,292   $ 2,555,246   $ (3,160,043 ) $ 2,729,668  

LIABILITIES AND SHAREHOLDERS' EQUITY

                               

Current liabilities:

                               

Current installments of long-term debt

  $ 213   $   $ 968   $   $ 1,181  

Notes payable to banks

            13,952         13,952  

Accounts payable

    59,893     15,151     121,521           196,565  

Accrued employee compensation and benefits

    48,169     5,385     34,396         87,950  

Accrued expenses

    32,616     6,052     49,812         88,480  

Dividends payable

    9,086                 9,086  

Total current liabilities

    149,977     26,588     220,649         397,214  

Deferred income taxes

    5,584     28,988     37,225         71,797  

Long-term debt, excluding current installments

    759,895         6,759         766,654  

Defined benefit pension liability

            150,124         150,124  

Deferred compensation

    41,803         6,129           47,932  

Other noncurrent liabilities

    8,081         37,461         45,542  

Shareholders' equity:

                               

Common stock of $1 par value

    27,900     457,950     648,682     (1,106,632 )   27,900  

Additional paid-in capital

        150,286     1,098,408     (1,248,694 )    

Retained earnings

    1,718,662     552,676     397,302     (949,978 )   1,718,662  

Accumulated other comprehensive income

    (134,433 )   (49,196 )   (96,065 )   145,261     (134,433 )

Treasury stock

    (410,296 )               (410,296 )

Total Valmont Industries, Inc. shareholders' equity

    1,201,833     1,111,716     2,048,327     (3,160,043 )   1,201,833  

Noncontrolling interest in consolidated subsidiaries

                48,572           48,572  

Total shareholders' equity

    1,201,833     1,111,716     2,096,899     (3,160,043 )   1,250,405  

Total liabilities and shareholders' equity

  $ 2,167,173   $ 1,167,292   $ 2,555,246   $ (3,160,043 ) $ 2,729,668  

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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 28, 2015

 
  Parent   Guarantors   Non-Guarantors   Eliminations   Total  

Cash flows from operating activities:

                               

Net earnings

  $ 30,739   $ 9,944   $ 13,050   $ (22,226 ) $ 31,507  

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

                               

Depreciation and amortization

    7,478     3,151     13,272         23,901  

Loss on investment

            4,415         4,415  

Stock-based compensation

    1,761                 1,761  

Defined benefit pension plan expense

            (150 )         (150 )

Contribution to defined benefit pension plan              

            (15,735 )       (15,735 )

Gain on sale of property, plant and equipment              

    (13 )   (10 )   (113 )       (136 )

Equity in earnings in nonconsolidated subsidiaries

    (17,850 )   (4,305 )       22,155      

Deferred income taxes

    5,469     (533 )   228         5,164  

Changes in assets and liabilities (net of acquisitions):

                               

Receivables

    (4,779 )   6,595     16,768         18,584  

Inventories

    4,897     (10,307 )   (21,631 )       (27,041 )

Prepaid expenses

    2,282     (251 )   2,923         4,954  

Accounts payable

    4,358     (1,442 )   (4,177 )       (1,261 )

Accrued expenses

    (2,966 )   (1,001 )   (1,357 )       (5,324 )

Other noncurrent liabilities

    1,834         (150 )       1,684  

Income taxes payable (refundable)

    6,252     (4 )   6,957         13,205  

Net cash flows from operating activities              

    39,462     1,837     14,300     (71 )   55,528  

Cash flows from investing activities:

                               

Purchase of property, plant and equipment              

    (4,995 )   (1,492 )   (10,128 )       (16,615 )

Proceeds from sale of assets

    15     19     151         185  

Acquisitions, net of cash acquired

                     

Other, net

    3,257     (1,130 )   732     71     2,930  

Net cash flows from investing activities                     

    (1,723 )   (2,603 )   (9,245 )   71     (13,500 )

Cash flows from financing activities:

                               

Net borrowings under short-term agreements              

            1,155         1,155  

Proceeds from long-term borrowings

                     

Principal payments on long-term borrowings              

            (224 )       (224 )

Settlement of financial derivative

                     

Dividends paid

    (9,086 )               (9,086 )

Intercompany dividends

                     

Dividends to noncontrolling interest                     

            (1,290 )       (1,290 )

Proceeds from exercises under stock plans              

    1,760                 1,760  

Excess tax benefits from stock option exercises

    345                 345  

Purchase of treasury shares

    (72,900 )               (72,900 )

Purchase of common treasury shares—stock plan exercises:

    (2,156 )               (2,156 )

Net cash flows from financing activities              

    (82,037 )       (359 )       (82,396 )

Effect of exchange rate changes on cash and cash equivalents

        (24 )   (12,821 )       (12,845 )

Net change in cash and cash equivalents

    (44,298 )   (790 )   (8,125 )       (53,213 )

Cash and cash equivalents—beginning of year

    69,869     2,157     299,553         371,579  

Cash and cash equivalents—end of period

  $ 25,571   $ 1,367   $ 291,428   $   $ 318,366  

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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   $ 15,684   $ 9,687   $ (24,788 ) $ 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 )   (545 )       25,055      

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     34,265     (21,192 )   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     (36,918 )   19,020     (267 )   (990 )

Net cash flows from investing activities

    5,912     (38,608 )   (110,645 )   (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 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 )       138,530         (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 )   (3,189 )   11,313         (125,511 )

Cash and cash equivalents—beginning of year

    215,576     29,797     368,333         613,706  

Cash and cash equivalents—end of period

  $ 81,941   $ 26,608   $ 379,646   $   $ 488,195  

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Table of Contents

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 27, 2014. Segment sales in the table below are presented net of intersegment sales.

29


Table of Contents

Results of Operations

        Dollars in millions, except per share amounts

 
  Thirteen Weeks Ended  
 
  March 28,
2015
  March 29,
2014
  % Incr.
(Decr.)
 

Consolidated

                   

Net sales

  $ 670.4   $ 751.7     (10.8 )%

Gross profit

    165.5     207.0     (20.0 )%

as a percent of sales

    24.7 %   27.5 %      

SG&A expense

    107.8     108.1     (0.3 )%

as a percent of sales

    16.1 %   14.4 %      

Operating income

    57.7     98.9     (41.7 )%

as a percent of sales

    8.6 %   13.2 %      

Net interest expense

    10.3     6.5     58.5 %

Effective tax rate

    35.0 %   34.7 %      

Net earnings

  $ 30.7   $ 56.0     (45.2 )%

Diluted earnings per share

  $ 1.28   $ 2.08     (38.5 )%

Engineered Infrastructure Products

                   

Net sales

    231.3     208.9     10.7 %

Gross profit

    55.0     54.5     0.9 %

SG&A expense

    43.0     40.8     5.4 %

Operating income

    12.0     13.7     (12.4 )%

Utility Support Structures

                   

Net sales

  $ 176.1   $ 214.2     (17.8 )%

Gross profit

    34.6     52.1     (33.6 )%

SG&A expense

    19.2     19.3     (0.5 )%

Operating income

    15.4     32.8     (53.0 )%

Coatings

                   

Net sales

  $ 61.8   $ 67.2     (8.0 )%

Gross profit

    19.8     23.3     (15.0 )%

SG&A expense

    8.8     9.4     (6.4 )%

Operating income

    11.0     13.9     (20.9 )%

Irrigation

                   

Net sales

  $ 154.5   $ 212.7     (27.4 )%

Gross profit

    45.3     64.7     (30.0 )%

SG&A expense

    21.0     21.6     (2.8 )%

Operating income

    24.3     43.1     (43.6 )%

Other

                   

Net sales

  $ 46.7   $ 48.7     (4.1 )%

Gross profit

    10.9     12.3     (11.4 )%

SG&A expense

    4.3     3.7     16.2 %

Operating income

    6.6     8.6     (23.3 )%

Net corporate expense

                   

Gross profit

  $ (0.1 ) $ 0.1     NM  

SG&A expense

    11.5     13.3     (13.5 )%

Operating loss

    (11.6 )   (13.2 )   12.1 %

    NM=Not meaningful

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Table of Contents

Overview

        On a consolidated basis, the decrease in net sales in the first quarter of fiscal 2015, as compared with 2014, reflected lower sales in all reportable segments except for the Engineered Infrastructure Products (EIP) segment. The changes in net sales in the first quarter of fiscal 2015, as compared with fiscal 2014, were as follows:

 
  First quarter  
 
  Total   EIP   Utility   Coatings   Irrigation   Other  

Sales—2014

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

Volume

    (63.8 )   9.6     (14.5 )   (7.7 )   (53.1 )   1.9  

Pricing/mix

    (18.8 )   (0.1 )   (21.2 )   5.5     (2.0 )   (1.0 )

Acquisitions

    32.6     29.3             3.3      

Currency translation

    (31.3 )   (16.4 )   (2.4 )   (3.2 )   (6.4 )   (2.9 )

Sales—2015

  $ 670.4   $ 231.3   $ 176.1   $ 61.8   $ 154.5   $ 46.7  

        Volume effects are estimated based on a physical production or sales measure. Since 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 AgSense LLC, Shakespeare, and DS SM A/S, which was renamed Valmont SM. We acquired AgSense in August 2014, Shakespeare in October 2014, and Valmont SM in March 2014. Shakespeare and Valmont SM are reported in the Engineered Infrastructure Products segment, and AgSense is reported in the Irrigation segment.

        In the first quarter of fiscal 2015, we realized a decrease in operating profit, as compared with fiscal 2014, due to currency translation effects. On average, the U.S. dollar strengthened in particular against the Australian dollar, Brazilian Real, Euro, 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  

First quarter

  $ (2.3 ) $ (0.8 ) $ (0.1 ) $ (0.3 ) $ (1.0 ) $ (0.2 ) $ 0.1  

        The decrease in gross margin (gross profit as a percent of sales) in fiscal 2015, as compared with 2014, was due to a combination of lower sales prices, unfavorable sales mix, and reduced sales volumes in 2015, as compared with 2014.

        Selling, general and administrative (SG&A) spending in the first quarter of fiscal 2015, as compared with the same period in 2014, decreased mainly due to the following factors:

    favorable currency impact of $4.3 million due to the strengthening of the U.S. dollar;

    decreased employee incentive accruals of $2.2 million, due to lower operating results, and;

    lower expenses associated with the Delta Pension Plan of $0.8 million.

        The above reductions in SG&A were partially offset by the acquisition of Shakespeare, AgSense LLC, and Valmont SM with expenses totaling $5.4 million.

        The decrease in operating income on a reportable segment basis in 2015, as compared to 2014, was due to reduced operating performance in all segments. The decrease in operating income is primarily attributable to lower volumes and sales pricing.

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        Net interest expense increased in the first quarter of fiscal 2015, as compared with 2014, primarily due to additional long-term debt borrowed in the third quarter of 2014. Interest income decreased due to less cash on hand.

        The decrease in other expense was mainly attributable to the difference in the investment income from the Company's shares of Delta EMD. In 2014, we recorded a non-cash mark to market loss of $3.4 million and in 2015, we received an approximately $5 million special dividend offset by a noncash mark to market loss of approximately $4.4 million. The remaining decrease in other expense relates to more favorable currency transactional gains/losses compared to 2014 of approximately $2.2 million.

        Our effective income tax rate in the first quarter of fiscal 2015 was relatively flat when compared with the same period in fiscal 2014.

        Earnings attributable to noncontrolling interest was slightly higher in the first quarter of fiscal 2015, as compared with 2014 due to the acquisitions completed in 2014.

        Our cash flows provided by operations were approximately $55.5 million in the first quarter of fiscal 2015, as compared with $21.9 million provided by operations in 2014. The increase in operating cash flow in the first quarter of fiscal 2015 was the result of improved net working capital, partially offset by lower net earnings, compared with 2014.

    Engineered Infrastructure Products (EIP) segment

        The increase in net sales in the first quarter of fiscal 2015 as compared with 2014 was mainly due to the acquisition of Valmont SM in early March 2014 and Shakespeare in October 2014 totaling $29.3 million.

        Global lighting. traffic, and roadway product sales in the first quarter of fiscal 2015 improved compared to the same period in fiscal 2014. This improvement was offset somewhat by unfavorable currency translation effects of $1.8 million. In 2015, sales volumes in the U.S. were higher in the commercial markets and slightly lower in the transportation markets. The transportation market continues to be challenging, due in part to the lack of long-term U.S. federal highway funding legislation. Sales volumes in Canada increased in the first quarter of 2015 as compared to 2014, due to some improvement in the markets and more favorable weather conditions. Sales in Europe were higher in the first quarter of fiscal 2015 compared to the same periods in fiscal 2014 due primarily to a large project in the Middle East, offset to an extent by unfavorable currency translation effects. In the Asia Pacific region, sales were relatively flat in the first quarter of fiscal 2015 over 2014 with improved volumes in Australia and India offset by decreased volumes in China. Highway safety product sales decreased slightly in the first quarter of 2015 compared to 2014, due to lower sales volumes.

        Communication product line sales were slightly higher in the first quarter of fiscal 2015, as compared with the same periods in fiscal 2014. North America communication structure sales decreased, primarily due to one customer who significantly reduced its 4G wireless network build out in 2015 compared with 2014. Communication component sales were flat year over year. In China, sales of wireless communication structures in the first quarter of fiscal 2015 increased over the same period in 2014 as the investment levels by the major wireless carriers have remained strong.

        Access systems product line sales decreased in the first quarter of 2015, as compared with 2014, primarily due to the negative impact of currency translation of $3.8 million and lower volumes. The volume decrease was primarily related to the slowdown in mining sector investment in Australia and weaker market conditions in China.

        Operating income for the segment in the first quarter of fiscal 2015 was lower, as compared with the same period of fiscal 2014, due to unfavorable currency translation effects of $0.8 million and sales mix. The increase in SG&A spending in the first quarter of 2015 were due to costs related to the

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Shakespeare and Valmont SM acquisitions totaling $4.4 million, and increased compensation and incentive costs of $1.2 million. Currency effects reduced SG&A expense for the first quarter of 2015 as compared to 2014.

    Utility Support Structures (Utility) segment

        In the Utility segment, sales decreased in the first quarter of 2015, as compared with 2014, due to lower sales volume, a decrease in sales price most notably for our steel products, and an unfavorable sales mix. Our mix of revenue from very large transmission projects in first quarter of 2015 was unfavorable to first quarter of 2014. A backlog including some very large transmission projects at year-end 2013 provided for the more favorable mix of large transmission projects revenue in first quarter 2014. As steel prices have declined in 2015, our average selling prices for steel products were lower as well. In North America, sales volumes in tons for steel and concrete utility structures were down in the first quarter of 2015, as compared with 2014. In the first quarter of 2015, as compared to 2014, international utility structures sales decreased due to lower sales volumes in the Asia Pacific region.

        SG&A expense decreased approximately $1.2 million in the first quarter of 2015, as compared with 2014, primarily due to lower employee compensation and sales commissions. Operating income in the first quarter of 2015, as compared with 2014, decreased due to lower sales and reduced leverage of fixed costs.

    Coatings segment

        Coatings segment sales decreased in the first quarter of 2015, as compared with 2014, due to lower sales volumes globally and currency translation effects related to the strengthening of the U.S. dollar against the Australian and Canadian dollars. Sales volume decreases were partially offset by price increases to recover higher costs for zinc in 2015 as compared to 2014.

        SG&A expense decreased approximately $0.6 million due to currency translation effects and other reduced general expenses. Operating income was also lower in the first quarter of 2015, as compared with 2014, due to the lower sales volumes, unfavorable currency impacts, and reduced leverage of fixed costs in both Australia and North America.

    Irrigation segment

        The decrease in Irrigation segment net sales in the first quarter of fiscal 2015, as compared with 2014, was mainly due to sales volume decreases in both North American and International markets. In North America, lower expected net farm income in 2015, as compared with 2014, and much lower sales backlogs at the beginning of the year resulted in lower sales of irrigation equipment in 2015, as compared with 2014. In fiscal 2015, net farm income in the United States is expected to decrease 32% from the levels of 2014, due in part to lower market prices for corn and soybeans. We believe this reduction contributed to lower demand for irrigation machines in North America in the first quarter of 2015, as compared with 2014. In international markets, sales decreased in the first quarter of 2015, as compared with 2014, primarily due to reduced demand in Brazil and Eastern Europe and unfavorable currency translation effects.

        SG&A decreased slightly in the first quarter of fiscal 2015, as compared with 2014, due to reduced employee compensation and incentives of $1.2 million and favorable currency translation effects of $0.5 million. These reductions in SG&A were offset partially by expenses incurred by AgSense that was acquired in August 2014. Operating income for the segment declined in the first quarter of fiscal 2015 over 2014, due to the sales volume decrease and associated operating deleverage of fixed operating costs.

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Other

        This unit includes the grinding media, industrial tubing, and industrial fasteners operations. The decrease in sales in the first quarter of fiscal 2015, as compared with 2014, was mainly due to unfavorable currency translation of $2.9 million. Grinding media sales improved in 2015 due to higher volumes in Australia. Tubing sales in 2015 were lower due to reduced volumes compared to 2014. Operating income in the first quarter of fiscal 2015 was lower than the same period in 2014, due primarily to lower tubing sales volumes.

    Net corporate expense

        Net corporate expense in the first quarter of fiscal 2015 decreased over the same period in fiscal 2014. These decreases were mainly due to:

    lower employee incentives of $1.6 million associated with reduced net earnings; and

    decreased expenses associated with the Delta Pension Plan of $0.8 million.

    Restructuring Plan

        In April 2015, our Board of Directors authorized a broad restructuring plan (the "Plan") of up to $60 million to respond to the market environment in certain of our businesses. The initial restructuring activities primarily involve consolidation of Asia Pacific operations within the Engineered Infrastructure Products and Coatings segments and in the Utility segment. Accordingly, we expect to incur pre-tax cash expenses of $19 million and asset impairments of approximately $11 million. These charges are expected to be incurred over the remainder of 2015.

        Certain of these restructuring actions are within the APAC Coatings reporting unit which has approximately $16 million of goodwill as of March 28, 2015. We expect these activities to improve the profitability of this reporting unit. Should operating income not improve within this reporting unit after these restructuring activities are implemented, we will have to perform an interim goodwill impairment analysis. In addition to this goodwill, we are also evaluating other potential restructuring activities authorized under the Plan. In total, these restructuring items could result in asset impairments of up to $25 million and cash charges of $5 million.

Liquidity and Capital Resources

    Cash Flows

        Working Capital and Operating Cash Flows—Net working capital was $919.3 million at March 28, 2015, as compared with $995.7 million at December 27, 2014. The decrease in net working capital in 2015 mainly resulted from decreased cash on hand due to cash used in the share repurchase program. Cash flow provided by operations was $55.5 million in fiscal 2015, as compared with $21.9 million in fiscal 2014. The increase in operating cash flow in 2015 was primarily the result of working capital improvements over 2014, offset to an extent by reduced net earnings.

        Investing Cash Flows—Capital spending in the first quarter of fiscal 2015 was $16.6 million, as compared with $23.5 million for the same period in 2014. Significant capital spending projects in 2015 and 2014 include certain investments in machinery and equipment across all businesses. We expect our capital spending for the 2015 fiscal year to be approximately $70 million. The biggest contributor to lower investing cash outflows in 2015 as compared to 2014, was the acquisition of Valmont SM in March 2014.

        Financing Cash Flows—Our total interest-bearing debt decreased slightly to $781.3 million at March 28, 2015 from $781.8 million at December 27, 2014. Financing cash flows changed from a use of approximately $9.6 million in the first quarter of fiscal 2014 to a use of approximately $82.4 million in

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the first quarter of fiscal 2015. The primary change was due to the Company purchasing $72.9 million of treasury shares in 2015 related to the share repurchase program.

    Financing and Capital

        On May 13, 2014, we announced a capital allocation philosophy which covered a share repurchase program. The Board of Directors authorized the purchase of up to $500 million of the Company's outstanding common stock from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. As of March 28, 2015, we have acquired approximately 3.3 million shares for approximately $468 million under this share repurchase program. As of April 22, 2015, the date as of which we report on the cover of this form 10-Q the number of outstanding shares of our common stock, we have acquired a total of 3,438,677 shares for approximately $483 million under the share repurchase program. In February 2015, the Board of Directors authorized an additional $250 million of share purchase, without an expiration date. The share purchases will be funded from available working capital and short-term borrowings and will be made subject to market and economic conditions. We are not obligated to make any share repurchases under the share repurchase program and we may discontinue either or both share repurchase programs at any time.

        Our capital allocation philosophy announcement included our intention to manage our capital structure to maintain our investment grade debt rating. Our most recent rating were Baa2 by Moody's Investors Services, Inc. and BBB+ rating by Standard and Poor's Rating Services. We would be willing to allow our debt rating to fall to Baa3 or BBB– to finance a special acquisition or other opportunity. Otherwise, we expect to maintain a ratio of debt to invested capital which will support our current investment grade debt rating.

        Our debt financing at March 28, 2015 is primarily long-term debt consisting of:

    $250.2 million face value ($255.8 million carrying value) of senior unsecured notes that bear interest at 6.625% per annum and are due in April 2020.

    $250 million face value ($248.8 million carrying value) of senior unsecured notes that bear interest at 5.00% per annum and are due in October 2044.

    $250 million face value ($246.7 million carrying value) of unsecured notes that bear interest at 5.25% per annum and are due in October 2054.

    We are allowed to repurchase the notes at specified prepayment premiums. All three tranches of these notes are guaranteed by certain of our subsidiaries.

        At March 28, 2015 and December 27, 2014, we had no outstanding borrowings under our revolving credit agreement. The revolving credit agreement contains certain financial covenants that may limit our additional borrowing capability under the agreement. At March 28, 2015, we had the ability to borrow $581.4 million under this facility, after consideration of standby letters of credit of $18.6 million associated with certain insurance obligations and international sales commitments. We also maintain certain short-term bank lines of credit totaling $106.0 million, $92.3 million of which was unused at March 28, 2015.

        Our senior unsecured notes and revolving credit agreement each contain cross-default provisions which permit the acceleration of our indebtedness to them if we default on other indebtedness that results in, or permits, the acceleration of such other indebtedness.

        The 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

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

        At March 28, 2015, we were in compliance with all covenants related to the debt agreements. The key covenant calculations at March 28, 2015 were as follows:

Interest-bearing debt

  $ 781,291  

EBITDA—last four quarters

    378,837  

Leverage ratio

    2.06  

EBITDA—last four quarters

 
$

378,837
 

Interest expense—last four quarters

    42,199  

Interest earned ratio

    8.98  

        The calculation of EBITDA-last four quarters (March 30, 2014 through March 28, 2015) is as follows:

Net cash flows from operations

  $ 207,707  

Interest expense

    42,199  

Income tax expense

    81,817  

Loss on investment

    (4,824 )

Non-cash debt refinancing expense

    2,478  

Acquisition earn-out release

    4,300  

Deferred income tax benefit

    (13,339 )

Noncontrolling interest

    (5,526 )

Equity in earnings of nonconsolidated subsidiaries

    29  

Stock-based compensation

    (6,611 )

Pension plan expense

    (1,826 )

Contribution to pension plan

    16,424  

Shakespeare EBITDA—March 30, 2014—Oct. 5, 2014

    2,460  

Changes in assets and liabilities

    53,934  

Other

    (385 )

EBITDA

  $ 378,837  

Net earnings attributable to Valmont Industries, Inc. 

  $ 158,735  

Interest expense

    42,199  

Income tax expense

    81,817  

Depreciation and amortization expense

    93,626  

Shakespeare EBITDA—March 30, 2014—Oct. 5, 2014

    2,460  

EBITDA

  $ 378,837  

        During the third quarter of 2014, we incurred $38,705 of costs associated with refinancing of debt. This category of expense is not in the definition of EBITDA for debt covenant calculation purposes per our debt agreements. As such, it has not been added back in the EBITDA reconciliation to cash flows from operation or net earnings for the four quarters between March 30, 2014 and March 28, 2015.

        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 $608.9 million of undistributed earnings of our foreign subsidiaries, as we intend to reinvest those earnings. Of our cash balances at March 28, 2015, approximately $289.4 million is held in entities outside the United States with $104.2 million specifically held within consolidated Delta Ltd., a wholly-owned subsidiary of the Company. Delta Ltd. sponsors a defined benefit pension plan and therefore, the Company is allowed to dividend out Delta Ltd.'s available cash only as long as that dividend does not negatively impact Delta Ltd.'s ability to meet its annual contribution requirements of the pension plan. We believe that the cash payments Delta Ltd. receives from its intercompany notes will provide sufficient funds to meet the pension funding requirements but additional analysis on pension funding requirements would have to be performed prior to the repatriation of the $104.2 million of Delta Ltd.'s cash balances.

        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 $28.2 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 40 in our Form 10-K for the fiscal year ended December 27, 2014.

Off Balance Sheet Arrangements

        There have been no changes in our off balance sheet arrangements as described on page 40 in our Form 10-K for the fiscal year ended December 27, 2014.

Critical Accounting Policies

        There have been no changes in our critical accounting policies as described on pages 42-45 in our Form 10-K for the fiscal year ended December 27, 2014 during the quarter ended March 28, 2015.

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 28, 2015. For additional information, refer to the section "Risk Management" in our Form 10-K for the fiscal year ended December 27, 2014.

Item 4.    Controls and Procedures

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

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

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PART II. OTHER INFORMATION

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

Issuer Purchases of Equity Securities

Period
  Total Number
of Shares
Purchased
  Average Price
paid per share
  Total Number of
Shares Purchased
as Part of
Publicly
Announced Plans
or Programs
  Approximate Dollar
Value of Maximum
Number of Shares
that may yet be
Purchased under
the Program(1)
 

December 28, 2014 to January 24, 2015

    111,500   $ 118.42     111,500     91,751,000  

January 25, 2015 to February 28, 2015

    308,970     122.37     308,970     303,941,000  

March 1, 2015 to March 28, 2015

    177,757     123.12     177,757     282,055,000  

Total

    598,227   $ 121.86     598,227     282,055,000  

(1)
On May 13, 2014, we announced a new capital allocation philosophy which covered both the quarterly dividend rate as well as a share repurchase program. Specifically, the Board of Directors authorized the purchase of up to $500 million of the Company's outstanding common stock from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. On February 24, 2015, the Board of Directors authorized an additional purchase of up to $250 million of the Company's outstanding common stock with no stated expiration date. As of March 28, 2015, we have acquired 3,309,376 shares for approximately $467.9 million under this share repurchase program.

Item 5.    Other Information

Submission of Matters to a Vote of Security Holders

        Valmont's annual meeting of stockholders was held on April 28, 2015. The stockholders elected two 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 2015. For the annual meeting there were 23,847,403 shares outstanding and eligible to votes of which 21,905,803 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  

Daniel P. Neary

    19,144,560     555,440     2,205,803  

Kenneth E. Stinson

    18,970,834     729,166     2,205,803  

        Advisory vote on executive compensation:

For     18,944,137  

Against

 

 

718,311

 

Abstain

 

 

37,552

 

Broker non-votes

 

 

2,205,803

 

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        Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors for fiscal 2015:

For     21,385,277  

Against

 

 

430,715

 

Abstain

 

 

89,811

 

Item 6.    Exhibits

(a)
Exhibits

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

 

 

 

  31.2

 

Section 302 Certificate of Chief Financial Officer

 

 

 

  32.1

 

Section 906 Certifications of Chief Executive Officer and Chief Financial Officer

 

 

 

101 

 

The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended March 28, 2015, 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

Dated this 29th day of April, 2015.

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Index of Exhibits

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

 

 

 

  31.2

 

Section 302 Certificate of Chief Financial Officer

 

 

 

  32.1

 

Section 906 Certifications of Chief Executive Officer and Chief Financial Officer

 

 

 

101 

 

The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended March 28, 2015, 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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