SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
THE SECURITIES EXCHANGE ACT OF 1934 [Fee Required]
For the Fiscal Year Ended December 30, 1995
Commission File No. 0-3701
Valmont Industries, Inc.
------------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 47-0351813
-------- ----------
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
Valley, Nebraska 68064
----------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Phone Number, Including Area Code: (402) 359-2201
Securities Registered Pursuant to Section 12(g) of the Act:
Valmont Industries, Inc. Common Stock
-------------------------------------
$1.00 Par Value - Traded NASDAQ Stock Market (Symbol VALM)
----------------------------------------------------------
(Title of Class)
----------------
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 twelve 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 ninety days. Yes X No
--- ---
At March 1, 1996 there were outstanding 13,577,422 common shares of the
Company. The aggregate market value of the voting stock held by non-
affiliates of the Company on March 1, 1996 was $244,349,000.
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [ X ]
Documents Incorporated by Reference
-----------------------------------
Portions of the Company's annual report to shareholders for the fiscal year
ended December 30, 1995 (the "Annual Report") are incorporated by reference
in Parts I and II, and portions of the Company's proxy statement for its
annual meeting of stockholders to be held on April 22, 1996 (the "Proxy
Statement") are incorporated by reference in Part III.
Page 1 of 67
-----
Index to Exhibits, Page 14
-----
PART I
Item 1. Business.
(a) General Description of Business
Valmont Industries, Inc., a Delaware Corporation, (together with
its subsidiaries the "Company") is engaged in industrial products and
irrigation products businesses. The Industrial Products segment involves
the manufacture and distribution of engineered metal structures and other
fabricated products for industrial and commercial applications. The
Irrigation Products segment involves the manufacture and distribution of
agricultural irrigation equipment and related products. The description
of Valmont's businesses set forth on pages 6 through 11 of the Company's
Annual Report is incorporated herein by reference.
The Company entered the Irrigation Products market in 1953 from
its manufacturing location in Valley, Nebraska. The Industrial Products
segment began producing and marketing engineered metal structures as a
result of manufacturing support efforts for the irrigation business.
Valmont has grown internally and by acquisition. Valmont has
also divested certain businesses. Valmont's acquisitions include (i) an
expansion into the French steel and aluminum structures market in 1989
with the acquisition of Sermeto, (ii) the acquisition in 1991 of Valmont
Nederland B.V. (formerly Nolte Mastenfabriek B.V.), a Dutch
manufacturer of steel poles structures, (iii) the acquisition in 1991
of an 80% interest in Lampadaires Feralux, Inc., a Canadian producer of
aluminum pole structures, (iv) the acquisition in 1994 of the assets of
Energy Steel Corporation of Tulsa, Oklahoma, a manufacturer of utility
products, and (v) the acquisition of Microflect Company, Inc. in 1995, a
manufacturer and installer of microwave communication structures.
Divestitures include (i) the sale in 1994 of the assets of Good-All
Electric, Inc., a Colorado producer of cathodic protection rectifiers,
(ii) the 1993 sale of its investment in Inacom Corp., a national
microcomputer reseller business initially established as a division of
the Company, (iii) the 1993 exit of the Gate City Steel steel reinforcing
bar business, and (iv) the 1989 divestiture of the Gate City Steel service
center business.
(b) Industry Segments
The Company classifies its operations into two business segments:
Industrial Products - The manufacture and distribution of
engineered metal structures and other fabricated products.
Irrigation Products - The manufacture and distribution of
agricultural irrigation equipment and related products.
The amounts of revenues, operating income and identifiable assets
attributable to each segment for each of the last three years are set forth
on page 30 of the Annual Report and incorporated herein by reference.
(c) Narrative Description of Business
Principal Products Produced and Services Rendered.
--------------------------------------------------
The information called for by this item is hereby incorporated by
reference to pages 6 through 11 in the Company's Annual Report.
2
Suppliers and Availability of Raw Materials.
--------------------------------------------
Hot rolled steel coil and other carbon steel products are the
primary raw materials utilized in the manufacture of finished products for
the Industrial Products and Irrigation Products segments. These essential
items are purchased from steel mills and steel service centers and are
readily available. In addition to steel, key elements of the ballast
manufacturing process are copper and aluminum wire. These items are
obtained from wire mills and are also readily available. It is not likely
that key raw materials would be unavailable for extended periods.
Patents, Licenses, Franchises and Concessions.
----------------------------------------------
Valmont has a number of patents for its irrigation and ballast
designs. The Company also has a number of registered trademarks.
Management believes the loss of any individual patent would not have a
material adverse affect on the financial condition of the Company.
Seasonal Factors in Business.
-----------------------------
Sales in the Company's irrigation segment can be somewhat seasonal
based upon the agricultural growing season.
Customers.
----------
The Company is not dependent for a material part of its business
upon a single customer, or upon very few customers, the loss of any one of
which would have a material adverse effect on the financial condition of
the Company.
Backlog.
--------
The backlog of orders for the principal products manufactured and
marketed was approximately $109.6 million at the end of the 1995 fiscal
year and $111.1 million at the close of 1994. It is anticipated that most of
the backlog of orders will be filled during fiscal year 1996. At year end,
the backlog by segment was as follows (dollar amounts in millions):
Dec. 30, Dec. 31,
1995 1994
--------- ---------
Industrial Products $84.3 87.8
Irrigation Products 25.3 23.3
--------- ---------
$109.6 111.1
====== ======
Competitive Conditions.
-----------------------
In the Industrial Products segment, Valmont is a major
manufacturer and supplier of engineered metal structures to the lighting,
utility and communication industries; the Company delivers a broad line of
custom steel tubing products and manufactures and distributes lighting
ballasts, fasteners and grating. The Irrigation Products segment involves
the manufacture and distribution of mechanized irrigation equipment for both
the U.S. and international markets. The Company believes it is the world's
leading manufacturer of mechanized irrigation systems. The key competitive
strategy used by the Company in each segment is one of high quality and
service.
3
Research Activities.
--------------------
The information called for by this item is hereby incorporated by reference
to the following captioned paragraph (at the page indicated) in the
Company's Annual Report:
Page In
Annual
Paragraph Caption in Annual Report Report
---------------------------------- ------
RESEARCH AND DEVELOPMENT 28
Environmental Disclosure.
-------------------------
The Company is subject to various federal, state and local laws
and regulations pertaining to environmental protection and the discharge of
materials into the environment. Although the Company continues to incur
expenses and to make capital expenditures related to environmental
protection, it does not anticipate that future expenditures will materially
impact the financial condition of the Company.
Number of Employees.
--------------------
At December 30, 1995, the number of employees was 4,166.
Financial Information about Foreign Operations and Export Sales.
----------------------------------------------------------------
Valmont's international sales activity encompasses approximately
seventy foreign countries. The information called for by this item is hereby
incorporated by reference to "Business Segment Information-Summary by
Geographical Area" on page 30 of the Company's Annual Report.
Item 2. Properties.
The Company's primary plant and offices are located on a 352 acre
site near Valley, Nebraska, which is approximately twenty miles west of Omaha,
Nebraska. 336 of the acres are owned in fee. The other 16 acres are leased
on a yearly basis from the Union Pacific Railroad Company, which serves the
Company's primary plant, and which is entitled to terminate the lease on a
one-year notice in the event that the land is required for railroad
operations. The Valley, Nebraska location is used in common as the primary
facilities by Irrigation Products and certain Industrial Products
administrative and operating personnel. The Industrial Products segment's
other significant properties are three locations in France, a newly
constructed plant in Shanghai, China, and two locations for Valmont Electric.
Valmont Electric leases plant and office facilities in El Paso, Texas under a
long-term agreement. Valmont Electric also owns a plant and office
facilities in Juarez, Mexico which are located on land held in trust under
a long-term agreement. The Company's Microflect subsidiary leases office and
plant facilities in Salem, Oregon under long-term leases. The Company
operates other facilities as set forth on pages 2 and 3 of the Company's
Annual Report, which information is incorporated herein by reference.
Item 3. Pending Legal Proceedings.
--------------------------
The Company is involved in a limited number of legal actions.
Management believes that the ultimate resolution of all pending litigation
will not have a material adverse effect on the Company's financial condition.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
Not applicable.
4
Executive Officers of the Company
- ---------------------------------
The executive officers of the Company, their ages, positions held, and the
business experience of each during the past five years are, as follows:
Robert B. Daugherty, Age 74, Chairman of the Board and
Director of the Company continuously since March 1947.
Mogens C. Bay, Age 47, President and Chief Executive
Officer of the Company since August 1993 and Director of the
Company since October 1993. From 1991 to August 1993 served as
President and Chief Operating Officer of the Irrigation
Division of the Company.
Gary L. Cavey, Age 47, President and Chief Operating Officer,
Industrial Products Division since June 1995. President, North
American Operations - Industrial and Construction Products of
the Company from July 1994 to June 1995. From 1985 to July
1994 served as Vice President Marketing of Industrial and
Construction Products of the Company.
Vincent T. Corso, Age 48, Vice President - Operations since
June 1994. Previously served as Vice President - Corporate
Manufacturing, Emerson Electric from 1992 to June 1994 and Vice
President of Operations for Appleton Electric (a wholly owned
subsidiary of Emerson Electric) from 1987 to 1992.
Thomas P. Egan, Jr., Age 47, Vice President, Corporate Counsel and
Secretary of the Company since 1984.
Joseph M. Goecke, Age 58, President and Chief Operating Officer
- Valmont Irrigation since August 1993. Vice President -Operations
of the Company's Irrigation Division from 1991 to August 1993.
Lewis P. Hays, Age 54, President, Valmont Europe since January
1996. Corporate Vice President from June 1995 until January 1996.
President and Chief Operating Officer, Industrial and Construction
Products of the Company from 1985 to June 1995.
Terry J. McClain, Age 48, Vice President and Chief Financial Officer
of the Company since January 1994. Vice President-Finance and
Accounting of the Irrigation Division of the Company from 1990 to
January 1994.
E. Robert Meaney, Age 48, President and Chief Operating Officer
- Valmont International since February 1994. Previously served as
President Directeur General, Continental Can France, S.A. from
1989 to February 1994.
Howard G. Sachs, Age 53, President and Chief Operating Officer
- Valmont Electric, Inc. since October 1993. Previously Honeywell
Keyboard Division Vice President and General Manager from 1991 to
October 1993.
Mark E. Treinen Age 40, Vice President - Business Development since
January 1994. Director of Business Development of the Company
from 1991 until January 1994.
Brian C. Stanley, Age 53, Vice President - Investor Relations and
Controller of the Company since January 1994. Vice President and
Treasurer of the Company since 1990.
Tom L. Whalen, Age 48, Vice President, Human Resources of the
Company since 1982.
5
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
------------------------------------------------------------------
Matters.
-------
Item 6. Selected Financial Data.
------------------------
Item 7. Management's Discussion and Analysis of Financial Condition and
---------------------------------------------------------------
Results of Operations
---------------------
The information called for by items 5, 6 and 7 is hereby
incorporated by reference to the following captioned paragraphs (at the
pages indicated) in the Company's Annual Report:
Page(s) In
Annual
Item Caption in Annual Report Report
---- ------------------------ ------
5 Stock Trading Inside back cover
5 Stock Market Price and Dividends Declared 31
5 Approximate Number of Shareholders 18 - 19
5&6 Selected Eleven Year Financial Data 18 - 19
7 Management's Discussion and Analysis 12 - 17
Item 8. Financial Statements and Supplementary Data.
--------------------------------------------
The financial statements called for by this item are hereby
incorporated by reference to the Company's Annual Report as set forth on
pages 20 through 30, together with the independent auditors' report on page
32. The supplemental quarterly financial information is incorporated herein
by reference to page 31 of the Company's Annual Report.
Item 9. Changes in and Disagreements with Accountants on Accounting and
------------------------------------------------------------------
Financial Disclosure.
---------------------
The Company filed a Form 8-K dated February 28, 1996 reporting the
change in its independent public accountants to Deloitte & Touche LLP from
KPMG Peat Marwick LLP. The information in the 8-K report is incorporated
herein by reference.
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
---------------------------------------------------
Item 11. Executive Compensation.
-----------------------
Item 12. Security Ownership of Certain Beneficial Owners and Management.
---------------------------------------------------------------
Item 13. Certain Relationships and Related Transactions.
-----------------------------------------------
Except for the information relating to the executive officers of
the Company set forth in Part I of this 10-K Report, the information called
for by items 10, 11, 12 and 13 is hereby incorporated by reference to pages
4 through 11 of the Company's Proxy Statement.
6
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
----------------------------------------------------------------
(a)(1)(2) Financial Statements. See index to financial statement
---------------------
schedules on page F-2.
(a)(3) Exhibits. See exhibit index, incorporated herein by reference.
---------
(b) Reports on Form 8-K. The Company filed a Form 8-K dated
--------------------
December 19, 1995 reporting the adoption of a Shareholder
Rights Plan with the declaration of a dividend of one preferred
share purchase right for each outstanding share of common
stock, payable January 8, 1996 to stockholders of record on
such date. The Company filed a Form 8-K dated February 28,
1996 reporting a change in the Company's independent public
accountants.
7
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Consolidated Financial Statement Schedules Supporting
Consolidated Financial Statements for Inclusion
in Annual Report (Form 10-K)
December 30, 1995, December 31, 1994
and December 25, 1993
(With Independent Auditors' Report Thereon)
8
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors and Shareholders
Valmont Industries, Inc.:
Under date of February 16, 1996, we reported on the consolidated balance
sheets of Valmont Industries, Inc. and subsidiaries as of December 30, 1995
and December 31, 1994, and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the years in
the three-year period ended December 30, 1995, as contained in the 1995
Annual Report to Shareholders. These consolidated financial statements and
our report thereon are incorporated by reference in the Annual Report on
Form 10-K for the year 1995. In connection with our audits of the
aforementioned consolidated financial statements, we also have audited the
related supplementary notes and consolidated financial statement schedules
as listed in the accompanying index. These supplementary notes and
consolidated financial statement schedules are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
supplementary notes and consolidated financial statement schedules based on
our audits.
In our opinion, such supplementary notes and consolidated financial
statement schedules, when considered in relation to the consolidated
financial statements taken as a whole, present fairly in all material
respects the information set forth therein.
As described in Note 1 to the consolidated financial statements, the
Company adopted the provisions of the Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes, in fiscal 1993.
KPMG PEAT MARWICK LLP
Omaha, Nebraska
February 16, 1996
9
F-1
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Index to Consolidated Financial Statements and Consolidated Financial
Statement Schedules
Consolidated Financial Statements
The following consolidated financial statements of Valmont
Industries, Inc. and subsidiaries have been incorporated by reference
to pages 20 to 30 of the Company's Annual Report to Shareholders for
the year ended December 30, 1995:
Independent Auditors' Report
Consolidated Balance Sheets - December 30, 1995 and
December 31, 1994
Consolidated Statements of Operations - Three-Year
Period Ended December 30, 1995
Consolidated Statements of Shareholders' Equity -
Three-Year Period Ended December 30, 1995
Consolidated Statements of Cash Flows - Three-Year
Period Ended December 30, 1995
Notes to Consolidated Financial Statements - Three-
Year Period Ended December 30, 1995
Page
----
Consolidated Financial Statement Schedules
Supporting Consolidated Financial Statements
SCHEDULE II - Valuation and Qualifying Accounts F-3
SCHEDULE XI - Statement Re: Computation of Per
Share Earnings F-4
All other schedules have been omitted as the required information is
inapplicable or the information is included in the consolidated financial
statements or related notes.
Separate financial statements of the Registrant have been omitted because
the Registrant meets the requirements which permit omission.
F-2
10
Schedule II
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(Dollars in thousands)
<TABLE>
<CAPTION>
Balance at Charged to Deductions Balance at
beginning profit and from close
of period loss reserves* of period
--------- ---- --------- ---------
<S> <C> <C> <C> <C>
Fifty-two weeks ended December 30, 1995 -
Reserve deducted in balance sheet from
the asset to which it applies -
Allowance for doubtful receivables $ 2,798 684 541 2,941
===== ===== ===== =====
Fifty-three weeks ended December 31, 1994 -
Reserve deducted in balance sheet from
the asset to which it applies -
Allowance for doubtful receivables $ 2,605 908 715 2,798
======= ===== ===== =====
Fifty-two weeks ended December 25, 1993 -
Reserve deducted in balance sheet from
the asset to which it applies -
Allowance for doubtful receivables $ 3,070 1,043 1,508 2,605
======= ===== ===== =====
*The deductions from reserves are net of recoveries.
</TABLE>
F-3
11
Schedule XI
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Statement Re: Computation of Per Share Earnings
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Net earnings $ 24,759 18,887 7,278
======== ====== =====
</TABLE>
<TABLE>
<S> <C> <C> <C>
Average number of shares outstanding:
Primary 13,733,286 13,615,004 13,620,299
Fully diluted 13,815,191 13,628,950 13,644,828
========== ========== ==========
</TABLE>
<TABLE>
<S> <C> <C> <C>
Earnings per share:
Primary $ 1.80 1.39 0.53
Fully diluted 1.79 1.39 0.53
====== ==== ====
</TABLE>
Earnings per share are determined by dividing net earnings by the weighted
number of shares outstanding and equivalent common shares from dilutive
stock options.
F-4
12
SIGNATURES
The Registrant. Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Omaha, State of Nebraska, on the 22nd day of
March, 1996.
Valmont Industries, Inc.
/S/Mogens C. Bay
By ___________________________
Mogens C. Bay
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf
of Valmont Industries, Inc. and in the capacities indicated on the dates
indicated.
/S/ Mogens C. Bay March 22, 1996
- -------------------------- Director, President and --------------
Mogens C. Bay Chief Executive Officer Date
(Principal Executive
Officer)
/S/ Terry J. McClain March 22, 1996
- -------------------------- Vice President and --------------
Terry J. McClain Chief Financial Officer Date
(Principal Financial
Officer)
/S/ Brian C. Stanley March 22, 1996
- -------------------------- Vice President - Investor --------------
Brian C. Stanley Relations & Controller Date
(Principal Accounting
Officer)
Robert B. Daugherty* John E. Jones*
Charles M. Harper* Thomas F. Madison*
Allen F. Jacobson* Walter Scott, Jr.*
Lloyd P. Johnson* Robert G. Wallace*
*Mogens C. Bay, by signing his name hereto, signs the Annual Report on
behalf of each of the directors indicated on this 22nd day of March, 1996.
A Power of Attorney authorizing Mogens C. Bay to sign the Annual Report of
Form 10-K on behalf of each of the indicated directors of Valmont Industries,
Inc. has been filed herein as Exhibit 24.
/S/ Mogens C. Bay
By -------------------------
Mogens C. Bay
Attorney-in-Fact
13
INDEX TO EXHIBITS
This Exhibit Index relates to exhibits filed as a part of this
Report. Numbers are assigned to exhibits in accordance with Item 601 of
Regulation S-K. Page numbers relate to the pages in the sequential numbering
system where the exhibits can be found (for those exhibits which are not
incorporated by reference).
Exhibit 2 - Agreement and Plan of Merger dated July 9, 1995 among the
Company and Microflect Company, Inc. This document was filed
with the Company's Current Report on Form 8-K dated July 31,
1995 and is incorporated herein by reference.
Exhibit 3(a) - The Company's Certificate of Incorporation, as amended. This
document was filed with the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1994 and is
incorporated herein by reference.
Exhibit 3(b) - The Company's By-Laws, as amended. This document was filed
with the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1995 and is incorporated herein
by reference.
Exhibit 4 - Rights Agreement dated as of December 19, 1995 between the
Company and First National Bank of Omaha as Rights Agent.
This document was filed with the Company's Current Report on
Form 8-K dated December 19, 1995 and is incorporated herein by
reference.
Exhibit 10(a) - The Company's 1983 Stock Option Plan. This document was
filed as Exhibit 10(a) to the Company's Annual Report on
Form 10-K for the fiscal year ended December 26, 1992 and is
incorporated herein by reference.
Exhibit 10(b) - The Company's 1988 Stock Plan and certain amendments. This
document was filed as Exhibit 10(b) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 26,
1992 and is incorporated herein by reference.
Exhibit 10(c) - Fourth Amendment to the Company's 1988 Stock Plan.....Page 15
Exhibit 10(d) - Valmont Industries, Inc. 1994 Incentive Bonus Plan. This
document was filed as Exhibit 10.1 to the Company's Quarterly
Report on Form 10-Q for the quarter ended September 24, 1994
and is incorporated herein by reference.
Exhibit 10(e) - The Company's 1996 Stock Plan.........................Page 16
Exhibit 10(f) - The Valmont Executive Incentive Plan..................Page 26
Exhibit 11 - Statement re: Computation of Per Share Earnings included as
Schedule XI of the Consolidated Supporting Schedules herein.
Exhibit 13 - The Company's Annual Report to Shareholders
for its fiscal year ended December 30, 1995...........Page 28
Exhibit 21 - Subsidiaries of the Company...........................Page 64
Exhibit 23 - Consent of KPMG Peat Marwick LLP......................Page 65
Exhibit 24 - Power of Attorney.....................................Page 66
Exhibit 27 - Financial Data Schedule...............................Page 67
Pursuant to Item 601(b)(4) of Regulation S-K, certain instruments with
respect to Valmont Industries' long-term debt are not filed with this
Form 10-K. Valmont will furnish a copy of such long-term debt agreements
to the Securities and Exchange Commission upon request.
Management contracts and compensatory plans are set forth as exhibits 10(a)
through 10(f).
14
Exhibit 10(c)
FOURTH AMENDMENT TO THE VALMONT 1988 STOCK PLAN
The Valmont 1988 Stock Plan (as previously amended, the
"Plan") is hereby further amended as follows:
A. Section 3.3 is amended by adding the following sentences
immediately preceding the last sentence of Section 3.3:
In addition, each director who is not an Employee of the
Company shall receive a non-discretionary award of a
Nonqualified Stock Option for 2,000 shares of Company
Stock exercisable at the closing price of the Company's
common stock on the date of grant; such award shall be
made (i) on the third business day following the public
release by the Company of its quarterly earnings for the
second quarter of fiscal 1995, and (ii) annually
thereafter on the date of and following completion of the
Company's annual stockholders' meeting (commencing with
the 1996 annual stockholders' meeting). The number of
nonqualified options awarded to a director shall be
appropriately adjusted in the event of any stock changes
as described in Article XI.
B. This Fourth Amendment to the Plan shall be effective upon
its approval by the stockholders of the Company, and any grant of
Nonqualified Stock Options pursuant to the Fourth Amendment shall
be expressly conditioned upon such stockholder approval.
15
Exhibit 10(e)
VALMONT 1996 STOCK PLAN
SECTION 1
NAME AND PURPOSE
1.1 Name. The name of the plan shall be the Valmont 1996
Stock Plan (the "Plan").
1.2. Purpose of Plan. The purpose of the Plan is to foster and
promote the long-term financial success of the Company and increase
stockholder value by (a) motivating superior performance by means
of stock incentives, (b) encouraging and providing for the
acquisition of an ownership interest in the Company by Employees
and (c) enabling the Company to attract and retain the services of
a management team responsible for the long-term financial success
of the Company.
SECTION 2
DEFINITIONS
2.1 Definitions. Whenever used herein, the following terms
shall have the respective meanings set forth below:
(a) "Act" means the Securities Exchange Act of 1934, as
amended.
(b) "Award" means any Option, Stock Appreciation Right,
Restricted Stock, Stock Bonus, or any combination
thereof, including Awards combining two or more types of
Awards in a single grant.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as
amended.
(e) "Committee" means the Compensation Committee of the
Board, which shall consist of two or more members, each
of whom shall be "disinterested persons" within the
meaning of Rule 16b-3 as promulgated under the Act.
(f) "Company" means Valmont Industries, Inc., a Delaware
corporation (and any successor thereto) and its
Subsidiaries.
(g) "Director Award" means an award of Stock and an annual
Award of a Nonstatutory Stock Option granted to each
Eligible Director pursuant to Section 7.1 without any
action by the Board or the Committee.
16
(h) "Eligible Director" means a person who is serving as a
member of the Board and who is not an Employee.
(i) "Employee" means any employee of the Company or any of
its Subsidiaries.
(j) "Fair Market Value" means, on any date, the average of
the high and low sales prices of the Stock as reported on
the National Association of Securities Dealers Automated
Quotation system (or on such other recognized market or
quotation system on which the trading prices of the Stock
are traded or quoted at the relevant time) on such date.
In the event that there are no Stock transactions reported on
such system (or such other system) on such date, Fair Market
Value shall mean the average of the high and low sale prices
on the immediately preceding date on which Stock transactions
were so reported.
(k) "Option" means the right to purchase Stock at a stated
price for a specified period of time. For purposes of the
Plan, an Option may be either (i) an Incentive Stock
Option within the meaning of Section 422 of the Code or
(ii) a Nonstatutory Stock Option.
(l) "Participant" means any Employee designated by the
Committee to participate in the Plan.
(m) "Plan" means the Valmont 1996 Stock Plan, as in effect
from time to time.
(n) "Restricted Stock" shall mean a share of Stock granted to
a Participant subject to such restrictions as the Committee
may determine.
(o) "Stock" means the Common Stock of the Company, par value
$1.00 per share.
(p) "Stock Appreciation Right" means the right, subject to
such terms and conditions as the Committee may determine,
to receive an amount in cash or Stock, as determined by
the Committee, equal to the excess of (i) the Fair Market
Value, as of the date such Stock Appreciation Right is
exercised, of the number shares of Stock covered by the
Stock Appreciation Right being exercised over (ii) the
aggregate exercise price of such Stock Appreciation Right.
(q) "Stock Bonus" means the grant of Stock as compensation
from the Company, which may be in lieu of cash salary or
bonuses otherwise payable to the Participant or in addition
to such cash compensation.
17
(r) "Subsidiary" means any corporation or partnership in
which the Company owns, directly or indirectly, 50% or
more of the total combined voting power of all classes of
stock of such corporation or of the capital interest or
profits interest of such partnership.
2.2 Gender and Number. Except when otherwise indicated by
the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the plural,
and the plural shall include the singular.
SECTION 3
ELIGIBILITY AND PARTICIPATION
Except as otherwise provided in Section 7.1, the only persons
eligible to participate in the Plan shall be those Employees selected
by the Committee as Participants.
SECTION 4
POWERS OF THE COMMITTEE
4.1 Power to Grant. The Committee shall determine the
Participants to whom Awards shall be granted, the type or types of
Awards to be granted, and the terms and conditions of any and all
such Awards. The Committee may establish different terms and conditions
for different types of Awards, for different Participants receiving the
same type of Awards, and for the same Participant for each Award such
Participant may receive, whether or not granted at different times.
4.2 Administration. The Committee shall be responsible for
the administration of the Plan. The Committee, by majority action
thereof, is authorized to prescribe, amend, and rescind rules and
regulations relating to the Plan, to provide for conditions deemed
necessary or advisable to protect the interests of the Company, and
to make all other determinations necessary or advisable for the
administration and interpretation of the Plan in order to carry out
its provisions and purposes. Determinations, interpretations, or
other actions made or taken by the Committee pursuant to the
provisions of the Plan shall be final, binding, and conclusive for
all purposes and upon all persons. Notwithstanding anything else
contained in the Plan to the contrary, neither the Committee nor
the Board shall have any discretion regarding whether an Eligible
Director receives a Director Award pursuant to Section 7.1 or
regarding the terms of any such Director Award, including, without
limitation, the number of shares subject to any such Director
Award.
18
SECTION 5
STOCK SUBJECT TO PLAN
5.1 Number. Subject to the provisions of Section 5.3, the
number of shares of Stock subject to Awards (including Director
Awards) under the Plan may not exceed 800,000 shares of Stock. The
shares to be delivered under the Plan may consist, in whole or in
part, of treasury Stock or authorized but unissued Stock, not
reserved for any other purpose. The maximum number of shares of
Stock with respect to which Awards may be granted to any one Employee
under the Plan is 40% of the aggregate number of shares of
Stock available for Awards under Section 5.1.
5.2 Cancelled, Terminated or Forfeited Awards. Any shares of
Stock subject to an Award which for any reason are cancelled, terminated
or otherwise settled without the issuance of any Stock shall again be
available for Awards under the Plan.
5.3 Adjustment in Capitalization. In the event of any Stock
dividend or Stock split, recapitalization (including, without
limitation, the payment of an extraordinary dividend), merger,
consolidation, combination, spin-off, distribution of assets to
stockholders, exchange of shares, or other similar corporate change,
(i) the aggregate number of shares of Stock available for Awards under
Section 5.1 and (ii) the number of shares and exercise price with respect
to Options and the number, prices and dollar value of other Awards, may
be appropriately adjusted by the Committee, whose determination shall
be conclusive. If, pursuant to the preceding sentence, an adjustment is
made to the number of shares of Stock authorized for issuance under the
Plan, a corresponding adjustment shall be made with respect to Director
Awards granted pursuant to Section 7.1.
SECTION 6
STOCK OPTIONS
6.1 Grant of Options. Options may be granted to Participants
at such time or times as shall be determined by the Committee.
Options granted under the Plan may be of two types: (i) Incentive
Stock Options and (ii) Nonstatutory Stock Options. The Committee
shall have complete discretion in determining the number of
Options, if any, to be granted to a Participant. Each Option shall
be evidenced by an Option agreement that shall specify the type of
Option granted, the exercise price, the duration of the Option, the
number of shares of Stock to which the Option pertains, the
exercisability (if any) of the Option in the event of death,
retirement, disability or termination of employment, and such other
terms and conditions not inconsistent with the Plan as the Committee
shall determine.
19
6.2 Option Price. Nonstatutory Stock Options and Incentive
Stock Options granted pursuant to the Plan shall have an exercise
price which is not less than the Fair Market Value on the date the
Option is granted.
6.3 Exercise of Options. Options awarded to a Participant
under the Plan shall be exercisable at such times and shall be
subject to such restrictions and conditions as the Committee may
impose, subject to the Committee's right to accelerate the
exercisability of such Option in its discretion. Notwithstanding
the foregoing, no Option shall be exercisable for more than ten
years after the date on which it is granted.
6.4 Payment. The Committee shall establish procedures
governing the exercise of Options, which shall require that written
notice of exercise be given and that the Option price be paid in
full in cash or cash equivalents, including by personal check, at
the time of exercise or pursuant to any arrangement that the
Committee shall approve. The Committee may, in its discretion,
permit a Participant to make payment (i) in Stock already owned by
the Participant valued at its Fair Market Value on the date of
exercise (if such Stock has been owned by the Participant for at
least six months) or (ii) by electing to have the Company retain
Stock which would otherwise be issued on exercise of the Option,
valued at its Fair Market Value on the date of exercise. As soon as
practicable after receipt of a written exercise notice and full
payment of the exercise price, the Company shall deliver to the
Participant a certificate or certificates representing the acquired
shares of Stock.
6.5 Incentive Stock Options. Notwithstanding anything in the
Plan to the contrary, no term of this Plan relating to Incentive
Stock Options shall be interpreted, amended or altered, nor shall
any discretion or authority granted under the Plan be so exercised,
so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of any Participant affected thereby, to cause
any Incentive Stock Option previously granted to fail to qualify
for the Federal income tax treatment afforded under Section 421 of
the Code. In furtherance of the foregoing, (i) the aggregate Fair
Market Value of shares of Stock (determined at the time of grant of
each Option) with respect to which Incentive Stock Options are
exercisable for the first time by an Employee during any calendar
year shall not exceed $100,000 or such other amount as may be
required by the Code, (ii) an Incentive Stock Option may not be
exercised more than three months following termination of employment
(except as the Committee may otherwise determine in the
event of death or disability), and (iii) if the Employee receiving
an Incentive Stock Option owns Stock possessing more than 10% of
the total combined voting power of all classes of Stock of the
Company, the exercise price of the Option shall be at least 110% of
Fair Market Value and the Option shall not be exercisable after the
expiration of five years from the date of grant.
20
6.6 Replacement Options. The Committee may grant a
replacement option (a "Replacement Option") to any Employee who
exercises all or part of an option granted under this Plan using
Qualifying Stock (as herein defined) as payment for the purchase
price. A Replacement Option shall grant to the Employee the right
to purchase, at the Fair Market Value as of the date of said
exercise and grant, the number of shares of stock equal to the sum
of the number of whole shares (i) used by the Employee in payment
of the purchase price for the option which was exercised and (ii)
used by the Employee in connection with applicable withholding
taxes on such transaction. A Replacement Option may not be
exercised for six months following the date of grant, and shall
expire on the same date as the option which it replaces.
Qualifying Stock is stock which has been owned by the Employee for
at least six months prior to the date of exercise and has not been
used in a stock-for-stock swap transaction within the preceding six
months.
SECTION 7
DIRECTOR AWARDS
7.1 Amount of Award. Each Eligible Director shall receive a
non-discretionary Award of 1,000 shares of stock each year; such
Award shall be made annually on the date of and following
completion of the Company's annual stockholders' meeting
(commencing with the 1996 annual stockholders' meeting). Each
Eligible Director shall be issued a common stock certificate for
such number of shares. Termination of the director's services for
any reason other than (i) death, (ii) retirement from the Board at
mandatory retirement age, or (iii) resignation or failure to stand
for re-election, in any such case with the prior approval of the
Board, will result in forfeiture of the Stock. If the Stock is
forfeited, the director shall return the number of forfeited
shares of Stock, or equivalent value, to the Company. The number
of shares of Stock awarded to an Eligible Director annually shall
be appropriately adjusted in the event of any stock changes as
described in Section 5.3. In addition, each Eligible Director
shall receive a non-discretionary Award of a Nonqualified Stock
Option for 2,000 shares of Stock exercisable at the Fair Market
Value of the Company's common stock on the date of grant; such
Award shall be made annually on the date of and following completion
of the Company's annual stockholders' meeting (commencing with the
1996 annual stockholders' meeting). The number of nonqualified
options awarded to a director shall be appropriately adjusted in
the event of any stock changes as described in Section 5.3.
7.2 No Other Awards. An Eligible Director shall not receive
any other Award under the Plan.
21
SECTION 8
STOCK APPRECIATION RIGHTS
8.1 SAR's In Tandem with Options. Stock Appreciation Rights
may be granted to Participants in tandem with any Option granted
under the Plan, either at or after the time of the grant of such
Option, subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine.
Each Stock Appreciation Right shall only be exercisable to the
extent that the corresponding Option is exercisable, and shall
terminate upon termination or exercise of the corresponding
Option. Upon the exercise of any Stock Appreciation Right, the
corresponding Option shall terminate.
8.2 Other Stock Appreciation Rights. Stock Appreciation
Rights may also be granted to Participants separately from any
Option, subject to such terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall determine.
SECTION 9
RESTRICTED STOCK
9.1 Grant of Restricted Stock. The Committee may grant
Restricted Stock to Participants at such times and in such
amounts, and subject to such other terms and conditions not
inconsistent with the Plan as it shall determine. Each grant of
Restricted Stock shall be subject to such restrictions, which may
relate to continued employment with the Company, performance of
the Company, or other restrictions, as the Committee may
determine. Each grant of Restricted Stock shall be evidenced by a
written agreement setting forth the terms of such Award.
9.2 Removal of Restrictions. The Committee may accelerate or
waive such restrictions in whole or in part at any time in its
discretion.
SECTION 10
STOCK BONUSES
10.1 Grant of Stock Bonuses. The Committee may grant a Stock
Bonus to a Participant at such times and in such amounts, and
subject to such other terms and conditions not inconsistent with
the Plan, as it shall determine.
22
SECTION 11
AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN
11.1 General. The Board may from time to time amend, modify
or terminate any or all of the provisions of the Plan, subject to
the provisions of this Section 11.1. The Board may not change the
Plan in a manner which would prevent outstanding Incentive Stock
Options granted under the Plan from being Incentive Stock Options
without the consent of the optionees concerned. Furthermore, the
Board may not make any amendment which would (i) materially modify
the requirements for participation in the Plan, (ii) increase the
number of shares of Stock subject to Awards under the Plan pursuant
to Section 5.1, (iii) materially increase the benefits accruing to
Participants under the Plan, or (iv) make any other
amendments which would cause the Plan not to comply with Rule 16b-
3 under the Act, in each case without the approval of the Company's
stockholders. No amendment or modification shall affect the rights
of any Employee with respect to a previously granted Award, nor shall
any amendment or modification affect the rights of any Eligible
Director pursuant to a previously granted Director Award.
11.2 Termination of Plan. No further Options shall be granted
under the Plan subsequent to December 31, 2005, or such earlier
date as may be determined by the Board.
SECTION 12
MISCELLANEOUS PROVISIONS
12.1 Nontransferability of Awards. No Awards granted under
the Plan may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of
descent and distribution. All rights with respect to Awards
granted to a Participant under the Plan shall be exercisable
during the Participant's lifetime only by such Participant and all
rights with respect to any Director Awards granted to an Eligible
Director shall be exercisable during the Director's lifetime only
by such Eligible Director.
12.2 Beneficiary Designation. Each Participant under the Plan
may from time to time name any beneficiary or beneficiaries (who
may be named contingent or successively) to whom any benefit under
the Plan is to be paid or by whom any right under the Plan is to
be exercised in case of his death. Each designation will revoke
all prior designations by the same Participant shall be in a form
prescribed by the Committee, and will be effective only when filed
in writing with the Company. In the absence of any such
designation, Awards outstanding at death may be exercised by the
Participant's surviving spouse, if any, or otherwise by his estate.
23
12.3 No Guarantee of Employment or Participation. Nothing in
the Plan shall interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant's
employment at any time, nor confer upon any Participant any right
to continue in the employ of the Company or any Subsidiary. No
Employee shall have a right to be selected as a Participant, or,
having been so selected, to receive any future Awards.
12.4 Tax Withholding. The Company shall have the power to
withhold, or require a Participant or Eligible Director to remit
to the Company, an amount sufficient to satisfy federal, state,
and local withholding tax requirements on any Award under the
Plan, and the Company may defer issuance of Stock until such
requirements are satisfied. The Committee may, in its discretion,
permit a Participant to elect, subject to such conditions as the
Committee shall impose, (i) to have shares of Stock otherwise
issuable under the Plan withheld by the Company or (ii) to deliver
to the Company previously acquired shares of Stock, in each case
having a Fair Market Value sufficient to satisfy all or part of
the Participant's estimated total federal, state and local tax
obligation associated with the transaction.
12.5 Change of Control. On the date of a Change of Control,
all outstanding options and stock appreciation rights shall become
immediately exercisable and all restrictions with respect to Restricted
Stock shall lapse. "Change of Control" shall mean:
(i) The acquisition (other than from the Company) by any
person, entity or "group", within the meaning of Section
13(d)(3) or 14(d)(2) of the Act (excluding any
acquisition or holding by (i) the Company or its
subsidiaries, (ii) any employee benefit plan of the
Company or its subsidiaries which acquires beneficial
ownership of voting securities of the Company and (iii)
Robert B. Daugherty, his successors and assigns and any
tax-exempt entity established by him) of beneficial
ownership (within the meaning of Rule 13d-3 promulgated
under the Act) of 50% or more of either the then
outstanding shares of common stock or the combined voting
power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors; or
(ii) Individuals who, as of the date hereof, constitute the
Board (as of the date hereof the "Incumbent Board") cease
for any reason to constitute at least a majority of the
Board, provided that any person becoming a director
subsequent to the date hereof whose election, or nomination
for the election by the Company's stockholders, was approved
by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be, for purposes of this Plan, considered
as though such person were a member of the Incumbent Board; or
24
(iii) Approval by the stockholders of the Company of a
reorganization, merger or consolidation, in each case,
with respect to which persons who were the stockholders
of the Company immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter,
own more than 50% of the combined voting power entitled
to vote generally in the election of directors of the
reorganized, merged or consolidated company's then outstanding
voting securities, or a liquidation or dissolution of the Company
or of the sale of all or substantially all of the assets of the
Company.
12.6 Company Intent. The Company intends that the Plan comply
in all respects with Rule 16b-3 under the Act, and any ambiguities
or inconsistencies in the construction of the Plan shall be
interpreted to give effect to such intention.
12.7 Requirements of Law. The granting of Awards and the
issuance of shares of Stock shall be subject to all applicable
laws, rules, and regulations, and to such approvals by any
governmental agencies or securities exchanges as may be required.
12.8 Effective Date. The Plan shall be effective upon its
adoption by the Board subject to approval by the Company's
stockholders at the 1996 annual stockholders' meeting.
12.9 Governing Law. The Plan, and all agreements hereunder,
shall be construed in accordance with and governed by the laws of
the State of Delaware.
25
Exhibit 10(f)
VALMONT EXECUTIVE INCENTIVE PLAN
1. Purpose. The principal purpose of the Valmont Industries,
Inc. Executive Incentive Plan (the "Plan") is to provide incentives
to executive officers of Valmont ("Valmont") who have significant
responsibility for the success and growth of Valmont and to assist
Valmont in attracting, motivating and retaining executive officers
on a competitive basis.
2. Administration of the Plan. The Plan shall be
administered by the Compensation Committee of the Board of
Directors (the "Committee"). The Committee shall have the sole
discretion to interpret the Plan; approve a pre-established
objective performance measure or measures annually; certify the
level to which each performance measure was attained prior to any
payment under the Plan; approve the amount of awards made under the
Plan; and determine who shall receive any payment under the Plan.
The Committee shall have full power and authority to
administer and interpret the Plan and to adopt such rules,
regulations and guidelines for the administration of the Plan and
for the conduct of its business as the Committee deems necessary or
advisable. The Committee's interpretations of the Plan, and all
actions taken and determinations made by the Committee pursuant to
the powers vested in it hereunder, shall be conclusive and binding
on all parties concerned, including Valmont, its stockholders and
any person receiving an award under the Plan.
3. Eligibility. Executive officers and other key management
personnel of Valmont shall be eligible to receive awards under the
Plan. The Committee shall designate the executive officers and
other key management personnel who will participate in the Plan
each year.
4. Awards. The Committee shall establish annual and/or
long-term incentive award targets for participants. If an
individual becomes an executive officer during the year, such
individual may be granted eligibility for an incentive award for
that year upon such individual becoming an executive officer.
The Committee shall also establish annual and/or long-term
performance targets which must be achieved in order for an award to
be earned under the Plan. Such targets shall be based on earnings,
earnings per share, growth in earnings per share, achievement of
annual operating profit plans, return on equity performance, or
similar financial performance measures as may be determined by the
Committee. The specific performance targets for each participant
shall be established in writing by the Committee within ninety days
after the commencement of the fiscal year (or within such other
time period as may be required by Section 162(m) of the Internal
Revenue Code) to which the performance target relates. The performance
target shall be established in such a manner than a third party
having knowledge of the relevant facts could determine whether the
performance goal has been met.
26
Awards shall be payable following the completion of the
applicable fiscal year upon certification by the Committee that
Valmont achieved the specified performance target established for
the participant. Notwithstanding the attainment by Valmont of the
specified performance targets, the Committee has the discretion,
for each participant, to reduce some or all of an award that would
otherwise be paid. However, in no event may a participant receive
an award of more than 400% of such participant's base salary under
the Plan in any fiscal year; for this purpose, a participant's base
salary shall be the base salary in effect at the time the Committee
establishes the performance targets for a fiscal year or period.
5. Miscellaneous Provisions. Valmont shall have the right
to deduct from all awards hereunder paid in cash any federal,
state, local or foreign taxes required by law to be withheld with
respect to such awards. Neither the Plan nor any action taken
hereunder shall be construed as giving any employee any right to be
retained in the employ of Valmont. The costs and expenses of
administering the Plan shall be borne by Valmont and shall not be
charged to any award or to any participant receiving an award.
6. Effective Date, Amendments and Termination. The Plan
shall become effective on December 19, 1995 subject to approval by
the stockholders of Valmont at the 1996 Annual Meeting of
Stockholders. The Committee may at any time terminate or from time
to time amend the Plan in whole or in part, but no such action
shall adversely affect any rights or obligations with respect to
any awards theretofore made under the Plan. However, unless the
stockholders of Valmont shall have first approved thereof, no
amendment of the Plan shall be effective which would increase the
maximum amount which can be paid to any one executive officer under
the Plan in any fiscal year, which would change the specified
performance goals for payment of awards, or which would modify the
requirement as to eligibility for participation in the Plan.
27
<PAGE>
CONTENTS Exhibit 13
THE FIRST FIFTY YEARS This year marks the 50th anniversary of the founding of
Valmont Industries. Following World War II, a former Marine named Robert B.
Daugherty took his life savings and started a small farm equipment
manufacturing company just west of Omaha. The company soon began to grow and
prosper, adding new products and developing innovative manufacturing
techniques.
Through the years, Valmont has taken new ideas and turned them into
products that meet the growing needs of its customers. The most revolutionary
of these ideas was the center pivot irrigation system, a mechanized system to
irrigate crops that forever changed agriculture. From this small acorn, a
mighty oak has grown. Because the center pivot required a great deal of pipe,
the Company began to manufacture its own. This, in turn, led Valmont into the
tapered pole business, which now supports markets in lighting, traffic signals,
electrical transmission and distribution, and wireless communication.
Today, Valmont sells its mechanized irrigation systems and engineered
metal structures across the United States and around the world. During its
first five decades, the Company continuously sought the best ways to apply
advancing technology to products and processes alike. And, at each step along
the way, it was Valmont's people that made the difference . . . a team of smart,
hard working pioneers in the truest sense of the word . . . dedicated to helping
improve life around the globe.
4 LETTER TO SHAREHOLDERS
6 ABOUT VALMONT
6 Industrial Products
8 Irrigation Products
10 International
12 FINANCIAL REVIEW
12 Management's Discussion and Analysis
18 Selected Eleven-Year Financial Data
20 Consolidated Statements of Operations
21 Consolidated Balance Sheets
22 Consolidated Statements of Cash Flows
23 Consolidated Statements of Shareholders' Equity
24 Notes to Consolidated Financial Statements
30 Business Segment Information
31 Quarterly Financial Data
32 Independent Auditors' Report
33 Management's Report
34 Directors and Officers
28
<PAGE>
1995 ANNUAL REPORT 1
VALMONT'S GLOBAL MARKETS
FINANCIAL HIGHLIGHTS
Valmont Industries, Inc.
- -------------------------------------------------------------------------------
(Dollar amounts in millions, except per share data.
Amounts and graphs are from continuing operations,
before 1993 restructuring charge.)
<TABLE>
<CAPTION>
1995 1994 1993
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING RESULTS
Net sales $ 544.6 501.7 464.3
Net earnings 24.8 18.9 14.7
Earnings per share 1.80 1.39 1.07
Dividends per share .30 .30 .29
FINANCIAL POSITION
Shareholders' equity $ 159.3 137.6 121.8
Shareholders' equity per share 11.74 10.20 9.03
Long-term debt as a % of invested capital 17.3% 22.4% 24.7%
OPERATING RATIOS
Gross profit as a % of sales 26.6% 24.2% 23.6%
Operating income as a % of sales 7.7% 6.3% 6.0%
Net earnings as a % of sales 4.5% 3.8% 3.2%
Return on beginning equity 18.0% 15.5% 12.4%
YEAR END DATA
Shares outstanding (000) 13,560 13,495 13,486
Approximate number of shareholders 3,900 3,800 3,800
Number of employees 4,166 3,946 4,152
</TABLE>
(GRAPH) (GRAPH) (GRAPH) (GRAPH)
29
<PAGE>
1995 ANNUAL REPORT 2
GROWING GLOBAL MARKETS
- --------------------------------------------------------------------------------
Shanghai, China
(MAP)
CORPORATE HEADQUARTERS
Valley, Nebraska USA
Brenham, Texas, USA
El Paso, Texas, USA
Elkhart, Indiana, USA
Juarez, Mexico
Salem, Oregon, USA
A World Leader...
We aggressively participate in specific markets within two major global
economies: Food Production and Infrastructure Development. First, we are the
world leader in manufacturing EFFICIENT IRRIGATION EQUIPMENT for
agriculture...increasing crop yields and conserving scarce water resources.
Second, we are the world's leading producer of ENGINEERED METAL STRUCTURES and
30
<PAGE>
VALMONT INDUSTRIES 3
(MAP)
- --------------------------------------------------------------------------------
Salt Lake City, Utah, USA
St. Hubert, Quebec, Canada
Tulsa, Oklahoma, USA
Valley, Nebraska, USA
Charmeil, France
Cusset, France
Lempdes, France
Maarheeze, The Netherlands
Madrid, Spain
Rive-de-Gier, France
provide other products and components to various industries including
communication, lighting, and utility...improving the world's infrastructure. In
the future, we will grow by leveraging our strengths. We will take new products
and technologies into existing markets and leverage our current products and
technologies in new markets. This is how we plan to create value for all
Valmont shareholders.
31
<PAGE>
1995 ANNUAL REPORT 4
LETTER TO SHAREHOLDERS
- --------------------------------------------------------------------------------
RECORD YEAR
1995 was a record year. Net earnings hit an all-time high of $24.8
million, topping 1994 earnings by 31.1%. Earnings per share were $1.80, also a
Valmont record. Sales for the year climbed to $545 million, an 8.6% increase
over the previous year.
STICKING TO BASICS
1995 was a year in which our business strategy was further focused and
refined. Valmont operates inside two world economies: infrastructure
development and food production. Within these very large economies, we have
carved out leadership positions in specific markets.
In infrastructure development, we have focused our efforts on highly
engineered structures that are used in a wide variety of applications. We are
the single, largest worldwide supplier with a full product line. We design and
produce steel and aluminum poles for use in lighting, traffic signals and
signs, as well as transmission and distribution of electrical power. We also
have established a significant presence by producing metal poles and towers for
the wireless communication industry. These markets will continue to expand as
the industrialized world upgrades its infrastructure and emerging countries
develop theirs.
Within food production, our focus is on mechanized irrigation for
agriculture. Over the next 35 years, the world must more than double its food
production to satisfy the need for better diets for a growing global
population. In meeting this major global challenge, there are two primary
issues that must be resolved: crop yields and effective management of limited
fresh water supplies. For the producer, these are very real challenges; for
Valmont, they represent the markets of tomorrow. Our center pivot and linear
move irrigation systems provide solutions for these issues.
INDUSTRIAL PRODUCTS
The industrial products segment reported a 52.0% increase in operating
income, from $23.6 million in 1994 to $35.9 million in 1995, on a 13.1%
increase in revenues. The strongest revenue gains came from the sale of metal
poles to the lighting markets in Europe and North America and products for the
wireless communication markets in the United States. Operating income grew as
a result of this volume increase and excellent cost reductions and productivity
improvements in our ballast operations.
During 1995, we acquired the Microflect Company of Salem, Oregon. Because
we had already created an important market position in the fast growing
communication market, we felt this acquisition would be a perfect fit...and it
is. Microflect brought additional high-quality product lines, such as towers
and components, which complemented our existing products. We are extremely
pleased Microflect is a part of the Valmont team.
To meet growing demand for our engineered poles and towers, we
substantially increased our manufacturing capacity in North America and Europe
during 1995 and made our first investment in Asia with the construction of a
new plant in Shanghai, China. We selected China because it is the largest and
fastest growing economy in Asia. A key to doing well in China is "staying
power" and a total commitment to success. We have made that commitment and we
believe China represents an excellent long-term investment with tremendous
potential.
ROBERT B. DAUGHERTY
MOGENS C. BAY
- -------------------
" We will remain focused on what we do best not only in our day-to-day
operations but also in our approach to growing the business. "
32
<PAGE>
VALMONT INDUSTRIES 5
While we are still not satisfied with the returns on our investment in the
ballast operation, we are delighted with the improvements made in 1995. We
focused on quality, manufacturing techniques that resulted in this business now
operating at a profit.
The future demand for our engineered poles and structures looks excellent
in the U.S. and solid overseas. Lifestyles continue to improve around the
world. Safety and quality of life upgrades remain a top priority for
governments and the people they serve. We believe these trends will continue
well into the future.
(PICTURE)
IRRIGATION PRODUCTS
Operating income in this segment was up 5.6% for the year. Sales finished
about equal to 1994's record performance in spite of a very wet spring and
early summer in North America. Stronger international sales nearly made up for
the shortfall in North America.
Valmont has been the leader in mechanized irrigation for agriculture for
over 40 years. We have set the industry standard and will continue to do so as
we move into the next century. To meet the world's food production
requirements in the years ahead, growers must use limited water resources very
efficiently. Water conservation and the need to eliminate contaminating runoff
will cause producers to practice "precision farming," the practice of applying
water and chemicals only where and when needed. We intend to be a major player
in the development and introduction of this technology to irrigated
agriculture.
Our mechanized irrigation systems can also increase crop yields, reduce
labor costs and energy consumption, and are environmentally sensitive. It is
not uncommon for a grower to see a complete payback on the cost of a new center
pivot irrigation system in two to three growing seasons. The conversion from
less efficient forms of irrigation to center pivots continues to grow as does
the replacement of older systems that were installed 15-20 years ago.
The outlook for U. S. and world agriculture is good. Feed grain
inventories are at an all time low. Demand for farm products remains high and
is accelerating as people around the world improve their diets....a situation
not likely to change for some time.
STAYING FOCUSED
We will remain focused on what we do best not only in our day-to-day
operations but also in our approach to growing the business. We will leverage
technology we know and understand into new markets or we will expand present
markets by bringing in new technology.
We see ample opportunities to expand our businesses in North America and,
over time, we expect our investments around the world to further accelerate our
growth.
Looking toward the future, the drivers for our core businesses remain
strong. This, together with our significant investments in our people,
production equipment, and manufacturing processes, should enable us to continue
our progress in 1996.
Our performance is the direct result of the skills and dedication of each
member of the Valmont team and we thank them for their contributions to our
Company.
/s/ Mogens C. Bay
- --------------------------------------
Mogens C. Bay
President and Chief Executive Officer
/s/ Robert B. Daugherty
- --------------------------------------
Robert B. Daugherty
Chairman of the Board
33
<PAGE>
1995 ANNUAL REPORT 6
INDUSTRIAL PRODUCTS
- --------------------------------------------------------------------------------
RECORD SALES
Valmont designs and manufactures quality engineered metal structures and
other fabricated products with high performance coatings for a wide range of
industrial and commercial applications. The success of this business unit is
built upon its commitment to top quality production through the use of the
latest engineering and manufacturing technology. From its automated high-speed
production equipment to its computer-linked distribution network, the Valmont
team has the talent and skill necessary to satisfy the most demanding customer
requirements.
The customer is always the top priority and, whether the order is for
standard or a custom-designed product, Valmont is committed to just-in-time
delivery of properly designed, quality products.
COMMUNICATION TOWERS
The rapidly growing use of cellular phones, together with other forms of
wireless communication, has created one of Valmont's most exciting
opportunities. At the end of 1995, it was estimated that cellular companies
were adding new subscribers at the rate of over 30,000 each day... which
translates into a growing demand for new communication towers.
This business is expected to continue to be Valmont's fastest growing
product line. The 1995 acquisition of Microflect means Valmont has become a
single-source supplier for communication structures, passive repeaters, wave
guide supporting systems, components, installation, engineering, technical
services, and maintenance. Internationally, the Company recently purchased a
majority interest in Telec Centre, a small French manufacturer of communication
towers, which will position Valmont to expand in the European segment of the
market.
LIGHTING AND TRAFFIC SIGNAL STRUCTURES
Valmont is a leading manufacturer of pole structures for lighting and
traffic signal standards. Sales are divided between public infrastructure
development and private spending for a wide variety of outdoor lighting
applications. Manufacturing and engineering flexibility to meet precise
specifications and delivery deadlines are the keys to Valmont's success in all
of its product lines. The outlook for lighting and traffic signal structures
continues favorable. New construction and redevelopment of cities and highways
remain among the most important demand factors. Crime prevention and the
growing need for safe and secure outdoor areas are also important contributors
to the increase in demand.
(PICTURE)
Infrastructure development continues at a rapid rate across the United States.
Each day over 30,000 people are starting cellular phone service. Engineered
poles and towers are absolutely essential in these markets... markets in which
Valmont stands as the only worldwide integrated manufacturer.
34
<PAGE>
VALMONT INDUSTRIES 7
Top left: A busy test bench at Valmont Electric helps ensure quality ballast
products. Far left, left, and below: Traffic signal, electrical transmission,
and wireless communication poles are just a few of the many Valmont products
used to improve and modernize the nation's infrastructure.
Right: Aluminum reflector panels on passive repeaters must meet rigid flatness
tolerances required for microwave frequencies.
(GRAPH) (GRAPH)
(PICTURES)
UTILITY PRODUCTS
Growth in the utility pole structures market is expected to come from
increased distribution and consumption of electric energy, replacement of
wooden and metal lattice structures, and deregulation of the utility industry.
Valmont's tapered steel transmission monopole designs offer better appearance,
greater reliability, and more efficient use of space. At the same time,
approximately 3% of the smaller wooden distribution poles found along most city
streets are being replaced each year...which amounts to in excess of two and a
half million poles annually. This represents potentially large demand as
utilities begin to replace a portion of their wooden poles with metal ones.
Valmont also serves the utility industry by producing components for the
electrical sub-station market.
OTHER PRODUCTS
Ballasts - Valmont Electric produces a broad line of magnetic and
electronic ballasts for the fluorescent lighting industry. During the past
several years, this business unit has been repositioned to be one of the
lowest-cost producers in the industry and it has focused its resources on new
technology, high quality production and profitable niche markets. Newer, more
reliable, cost-efficient electronic models are the growth vehicles for the
lighting ballast industry. Sales of electronic ballasts are expected to
continue to grow rapidly.
Custom Tubing - Valmont designs and manufactures to customer specification
a wide variety of shapes and sizes of tubular steel. Its custom tubing products
are used in a number of automotive, industrial and agricultural products,
including such diverse items as automotive starter motor housings, fire
extinguishers, and grain spouting. The Company's extensive manufacturing
capabilities allow just-in-time deliveries of custom-engineered products.
Fasteners, Grating, and Pressure Vessels - Valmont produces and
distributes a full line of fasteners, including mechanically galvanized screws,
bolts, washers, and springs. In addition, the Company offers a full complement
of hardware and accessories for towers, including fasteners, safety climb
equipment, lighting kits, beacon mounts and grounding kits. Valmont's metal
grating and fiberglass hand rails can be found in such diverse structures as
water treatment plants, paper mills, and oil wells on Alaska's North Slope. The
Company also produces pressure vessels for use in petroleum and chemical
processes. These products support Valmont's major product lines and meet the
total needs of its customers from initial order to complete installation and
follow-up.
35
<PAGE>
1995 ANNUAL REPORT 8
Below: Center pivot systems deliver a uniform application of water, chemicals
and fertilizer in the exact quantities needed. Right: By placing spray nozzles
close to the crop, evaporation is greatly reduced. Far right: Corner systems
allow irrigation of square, rectangular and odd shaped fields. Bottom right:
Automated controls assist growers with precise application and help reduce
labor and energy costs.
IRRIGATION PRODUCTS
- --------------------------------------------------------------------------------
INDUSTRY LEADER
Through the years, Valmont has built and supported the most extensive dealer
network in the irrigation industry. Valmont offers extensive training on a
continuous basis for its dealers who, in turn, provide world-class service in
the form of system design, installation, and replacement parts. It is Valmont's
dealer network and distribution system that has helped make the Company the
industry leader.
Valmont pioneered the development of large-scale mechanized agricultural
irrigation equipment and today remains the worldwide industry leader. The use
of irrigation was initially begun as a means to increase the amount of land
available for food production and to increase crop yields from that land.
Surface or gravity flow methods of irrigation that simply flood the fields
became the predominant means of irrigation. Later, center pivot and linear move
irrigation systems were introduced that use less water, produce more consistent
yields and retain the chemicals in the root zone.
[PICTURES]
[GRAPH]
36
<PAGE>
VALMONT INDUSTRIES 9
"VALLEY...THE MOST TRUSTED NAME IN IRRIGATION"(TM)
Today the emphasis in agriculture is on water conservation and water
quality while continuing to increase crop yields. Mechanized irrigation
systems, such as the center pivots and linear move systems manufactured by
Valmont, offer growers both economic and environmental benefits.
Computerized controls and precise water application enable mechanized
irrigation systems to reduce water usage by as much as 50% compared with field
flooding.
The systems can be programmed to deliver the exact amount of water needed
on a timely basis, which eliminates excess water runoff and improves crop
yields. Valmont's systems can also be operated by a computer from the grower's
home or other remote location, thus reducing time and labor costs.
Long-term demand for irrigation systems in the U.S. is also impacted by
replacement of older systems. Many systems were installed during the 1970s and
are nearing the time when they will need replacing. With the economical,
environmental, and technological benefits of the newer systems as an added
incentive, it is expected that many growers will replace their older systems
during the next five to ten years.
[PICTURES]
Just 2% of the world's water supply is fresh water available for human use. Of
the total fresh water available, agriculture uses about 65%. Valmont's
mechanized irrigation systems efficiently use this water and are the solution
to meeting the growing demand for increased food production, which must double
over the next 35 years. Center pivot and linear move systems conserve precious
water, increase crop yields and reduce chemical runoff.
37
<PAGE>
1995 ANNUAL REPORT 10
INTERNATIONAL
- --------------------------------------------------------------------------------
GLOBAL GROWTH
Valmont sells full lines of engineered metal pole structures and
mechanized irrigation systems in countries that span the globe. The Company has
pole manufacturing facilities located in France, The Netherlands, Canada and
China, an irrigation plant in Spain, and a ballast production plant in Mexico.
The breadth of its sales networks and the geographic coverage of its
manufacturing facilities are two key strengths of the Company's international
business.
IRRIGATION SYSTEMS
Most of the factors affecting demand for irrigation systems in the U.S.
are also present on a worldwide basis. As diets improve around the world, food
production must increase to satisfy growing demand. At the same time, water
available for agricultural irrigation is in short supply. It is estimated that
about 2% of the world's water is fresh water. Of this amount, 65% is used in
agriculture with about two-thirds of that wasted due to inefficient flood
irrigation techniques. The combination of increased need for food supplies and
demand for water conservation has created attractive worldwide long-term growth
opportunities for Valmont's irrigation systems. Major agricultural areas in
South America, Australia, Europe, Africa and Asia are possible growth areas for
modern irrigation systems. These areas of opportunity are potential additions
to the over 10 million acres that are now irrigated by Valmont mechanized
irrigation systems in the U.S. and some 90 other countries around the world.
38
<PAGE>
VALMONT INDUSTRIES 11
Left: The Singapore skyline is framed by one of Valmont's decorative poles made
in France. Bottom left: Valmont lighting poles line a street in downtown
Shanghai, China. Right: Linear move systems can irrigate rectangular fields from
10 to 1,000 acres. Lower right: The new China plant, completed in December, is
producing tapered poles for lighting.
[PICTURE]
ENGINEERED METAL STRUCTURES
The worldwide demand for lighting standards remains strong throughout
world markets. Infrastructure development, road construction and commercial
expansion in both developed and developing countries are creating excellent
demand for a wide variety of pole structures.
Valmont's strategy for developing markets has been consistent for many
years. Marketing and engineering people initially serve the market. Then,
manufacturing facilities and distribution channels are established throughout
the region. This focused process has been highly successful in North America
because it ensures the timely delivery of quality products and superior
customer service.
In Europe, Valmont entered the lighting market during 1989 and is now
growing into the utility and communication structures areas. The Company has
expanded its market to include many other countries while, at the same time,
adding a manufacturing facility in the Netherlands and increasing capacity in
France.
The same approach is working in Asia. Valmont initially supplied these new
markets from the United States and existing French facilities. By the time the
Shanghai manufacturing plant was completed in China in late 1995, four sales
offices were already open in the region...at Beijing, Guangzhou, Qingdao, and
Shanghai. Additional facilities are planned in the next several years. The
opportunities in Asia are tremendous as large numbers of people increase their
standard of living and the region's economy expands.
Diverse customer requirements for irrigation systems and engineered metal
structures are promptly satisfied through Valmont's worldwide sales and
distribution networks and its manufacturing facilities located in seven
countries.
39
<PAGE>
1995 ANNUAL REPORT 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
Valmont Industries, Inc.
- --------------------------------------------------------------------------------
FINANCIAL REVIEW
The following discussion and analysis provides information which
management believes is relevant to an assessment and understanding of the
Company's consolidated results of operations and financial condition. This
discussion should be read in conjunction with the Consolidated Financial
Statements and related Notes.
The Company acquired Microflect Company, Inc. (Microflect) on July 31,
1995. This acquisition was accounted for as a pooling of interests and
accordingly, all financial results included in this annual report have been
restated to reflect the combined operations of the companies. Microflect
designs, fabricates and installs microwave communication antenna support
structures, passive repeaters and waveguide support systems.
FISCAL 1995 COMPARED TO FISCAL 1994
<TABLE>
<CAPTION>
(Dollars in thousands, except per share amounts) 1995 CHANGE 1994
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $544,642 8.6 % $501,740
Cost of sales 399,691 5.1 % 380,254
Gross profit 144,951 19.3 % 121,486
Selling, general and administrative expenses 103,120 14.8 % 89,807
Operating income 41,831 32.0 % 31,679
Interest expense, net 3,511 (8.4)% 3,832
Miscellaneous income 139 (91.9)% 1,723
Income tax expense 13,700 28.2 % 10,683
Net earnings 24,759 31.1 % 18,887
Earnings per share 1.80 29.5 % 1.39
</TABLE>
Valmont's net sales in 1995 increased $42.9 million over its sales for
1994. Industrial products segment revenues rose 13.1% primarily as a result of
strong sales growth of pole and tower structures to the U.S. communications
markets and the lighting markets in the United States, Canada, and Europe.
Structures for the wireless communication market was the fastest growing
product line with the acquisition of Microflect substantially improving the
Company's position in this expanding market. The ballast business experienced
sales similar to 1994 sales.
Irrigation products segment sales declined slightly to $162.7 million in
1995 from $164.0 million as unfavorable weather conditions during the spring
and summer in the U.S. markets slowed demand. Sales to international markets,
primarily Europe, South America and Africa, rose to offset much of the domestic
market decline.
Gross profit increased $23.5 million in 1995 to $145.0 million, and as a
percent of sales increased from
40
<PAGE>
VALMONT INDUSTRIES 13
- --------------------------------------------------------------------------------
24.2% in 1994 to 26.6% in 1995. The Irrigation Products segment gross profit
increased despite lower sales as a result of productivity improvements and
lower steel prices. Industrial Products segment gross profit also increased
from sales increases in engineered metal structures and productivity increases
in the ballast operation. A shift in the mix of products sold also impacted
gross profit as a percent of sales.
Selling, general and administrative (SG&A) expenses in 1995 were $103.1
million compared to $89.8 million in 1994. In 1995, SG&A as a percent of gross
profit was 71.1% compared to the prior year's 73.9%. The SG&A expense increase
was to support the sales volume growth, for incentive accruals and for the
development of various international markets to foster future sales.
For 1995 and 1994, net interest expense was $3.5 million and $3.8 million,
respectively. The decrease results from lower debt levels and lower interest
rates on variable rate debt. At the end of 1995, long-term debt had decreased
by $6.8 million from the debt level at 1994 year-end.
Miscellaneous income of $1.7 million in 1994 decreased to $0.1 million in
1995. The figure for 1994 included non-recurring gains from the sale and
disposal of excess property of $1.2 million.
In 1995, the effective tax rate of 35.6% decreased from the 1994 effective
rate of 36.1% primarily due to reduced state income taxes as a result of
relocation of businesses to states with lower tax rates and state tax
incentives.
For the reasons discussed above, the Company's earnings in 1995 were $24.8
million compared to $18.9 million for 1994. Earnings per share increased $0.41
per share in 1995 to $1.80 per share.
(GRAPH) (GRAPH) (GRAPH)
41
<PAGE>
1995 ANNUAL REPORT 14
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
Valmont Industries, Inc.
- --------------------------------------------------------------------------------
<TABLE>
FISCAL 1994 COMPARED TO 1993
(Dollars in thousands, except per share amounts) 1994 CHANGE 1993
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $501,740 8.1 % $464,274
Cost of sales 380,254 7.3 % 354,502
Gross profit 121,486 10.7 % 109,772
Selling, general and administrative expenses 89,807 9.5 % 82,043
Restructuring charge - - 10,961
Operating income 31,679 88.9 % 16,768
Interest expense, net 3,832 24.9)% 5,105
Miscellaneous income 1,723 724.4 % 209
Income tax expense 10,683 147.2 % 4,321
Earnings from continuing operations 18,887 150.1 % 7,551
Earnings from discontinued operations - - 4,637
Cumulative effect of accounting change - - (4,910)
Net earnings 18,887 159.5 % 7,278
Earnings per share 1.39 162.3 % .53
</TABLE>
Net sales in 1994 increased $37.5 million over 1993 sales. Sales for the
Industrial Products segment increased 2.2% in 1994 to $337.8 million from
$330.4 million in 1993. The Industrial Products segment reported significant
sales growth for United States and Canadian engineered metal structures. These
sales gains, to a great extent, were offset by the absence of sales from the
steel reinforcing bar operations exited in 1993 and divestiture of the cathodic
protection operation. Sales in the ballast product line were managed lower for
margin improvement. European metal structure sales in 1994 were slightly higher
than the levels attained in 1993 as economic conditions in Europe improved in
the second half of 1994.
Sales for the Irrigation Products segment for 1994 of $164.0 million were
up 22.2% over 1993, as record
(graph) (graph) (graph)
- -------------------------------------------------------------------------------
42
<PAGE>
VALMONT INDUSTRIES 15
- --------------------------------------------------------------------------------
North American sales more than offset weaker export shipments. Improved demand
was driven by an increased focus on water conservation and replacement of older
center pivots. Sales to the international markets for 1994 declined mainly from
the reduction of sales to the Saudi Arabian market and the absence in 1994 of
large project shipments.
Gross profit improved $11.7 million in 1994 over 1993's performance, as
sales volume increased. As a percent of sales, gross profit was 24.2% for 1994
compared to 23.6% in 1993. For the year 1994, gross profit improved in the
engineered metal structures businesses compared to 1993 as a result of
operating improvements. The lighting ballast product line and the Irrigation
Products segment experienced lower gross profit percentages due to lower market
prices in the last half of 1994.
As a percent of gross profit, SG&A was 73.9% in 1994 compared to 74.7% in
1993. The increase in SG&A of $7.8 million in 1994 over 1993 resulted from
increased sales commissions and incentives and expanded marketing efforts
internationally.
Operating income for 1993 was reduced by a restructuring charge of $11.0
million incurred for moving the lighting ballast product line operation from
Illinois to Texas.
Net interest expense decreased in 1994 by $1.3 million as a result of
lower debt levels and lower interest rates on variable rate debt.
The miscellaneous caption of other income (deductions) in the consolidated
statements of operations contains gains and losses which were of an unusual or
infrequent nature. Included in the $1.7 million in 1994 were gains of $1.2
million from the sale and disposal of excess property.
The effective tax rate of 36.1% for 1994 was lower than the 36.4%
effective tax rate of 1993 due to increased nontaxable interest income and
foreign sales corporation tax benefits.
As a result of the aforementioned operating factors and general business
conditions, earnings from continuing operations increased by $11.3 million in
1994 over 1993 levels. Earnings per share from continuing operations were $1.39
for 1994 and $0.55 for 1993. For the year 1993, the Company reported earnings
from discontinued operations of $4.6 million or $0.34 per share and an
accounting charge of $4.9 million or $0.36 per share. As a result, the
Company's 1993 net earnings of $7.3 million or $0.53 per share differed from
its earnings from continuing operations.
LIQUIDITY AND CAPITAL RESOURCES
Net working capital of $81.0 million at the end of 1995 was less than the
$88.3 million of working capital at the end of 1994. The net change results
from using cash and cash equivalents to fund additions to property, plant, and
equipment and principal payments on long-term debt. As a result, the ratio of
current assets to current liabilities was 1.8:1 at the end of 1995 compared to
1.9:1 at the end of 1994.
Available short-term credit facilities through bank lines of credit were
$54.6 million at the end of 1995 compared to $49.8 million at the end of 1994.
At the end of 1995, $51.1 million was unused.
The Company's growth has been financed through a combination of cash
provided from operations and the sale of Inacom Corp. stock in 1993, and to a
lesser extent through long-term financing. Cash provided from
43
<PAGE>
1995 ANNUAL REPORT 16
MANAGEMENT'S DISCUSSION AND ANALYSIS CONTINUED
Valmont Industries, Inc.
- -------------------------------------------------------------------------------
operating activities is the primary source of liquidity and amounted to $28.6
million in 1995 and $48.7 million in 1994. The Company's objective is to
maintain long-term debt as a percent of invested capital in the range of 32% to
40%. However, occasionally business conditions or opportunities may warrant
being temporarily outside this range. The Company is below the lower limit of
the range due to the sale of its investment in Inacom Corp. in 1993 and
subsequent principal payments on long-term debt. At the end of 1995 long-term
debt as a percent of invested capital was 17.3% as compared to 22.4% at the end
of 1994, due to payment of scheduled installments.
The Company believes cash flow from operations, credit facilities
available and the capital structure now in place will be adequate for 1996
planned capital expenditures, dividends and other financial commitments, and
will allow the Company to pursue opportunities to expand its markets and
businesses.
CAPITAL EXPENDITURES
In 1995, the Company expended $34.8 million in property, plant and
equipment, an $11.3 million increase from the $23.5 million invested in 1994.
Major additions included new facilities in Salt Lake City, Utah and Shanghai,
China, and expansion of manufacturing capabilities and capacities at the
Brenham, Texas plant. All three of these investments were made to increase
capacity for manufacturing of engineered metal structures. These capital
expenditures will enable the Company to reach new markets and customers,
enhance capacity and productivity, and maintain up-to-date equipment and
facilities.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) issued statement No. 123,
"Accounting for Stock-Based Compensation" in October 1995. This statement is
effective for fiscal years beginning after December 15, 1995 and requires that
an employer's financial statements include certain disclosures about
stock-based employee compensation arrangements regardless of the method used to
account for them. The Company expects to comply with SFAS 123 in fiscal year
1996 by footnote disclosure of the pro forma amounts required by an employer
that continues to apply the provisions of Accounting Principles Board Opinion
No. 25, "Accounting for Stock Issued to Employees."
OUTLOOK FOR 1996
As the Company begins 1996, order backlogs are at approximately the same
levels as at the beginning of 1995, $110.0 million for 1996 compared to $111.1
million a year ago.
The markets for the Company's irrigation products are expected to continue
favorable in 1996. The long-term driving forces of conversion from less
efficient methods of irrigation and replacement of aging equipment account for
more than 75% of the segment's sales. The conversion market is based on the
need to conserve the world's fresh water supply and reduce runoff of unused
chemicals. The replacement market is driven by the need to upgrade aging
systems.
The short-term market forces for irrigation products are farm income,
commodity prices, interest rates and weather. While the weather is difficult to
predict, management believes that the remainder of these forces are favorable
entering 1996.
44
<PAGE>
VALMONT INDUSTRIES 17
- -------------------------------------------------------------------------------
International markets also present an opportunity for the Company's
Irrigation Products segment. In 1995, sales to markets in Europe, South America
and Africa grew over 1994 levels. Management expects continued export growth in
1996 in order to meet the world's needs for food production.
For the Industrial Products segment, the various markets are driven by
infrastructure development. The Company supplies products to the communication,
lighting and utility markets.
In 1995, sales of poles and towers to the communication industry was the
Company's fastest growing product line and management expects this growth to
continue into 1996. These volume increases are supported by consumer demand for
cellular phones and other wireless communication equipment.
Expansion and upgrading of the world's streets and highways is a major
element of the Company's sales of engineered metal pole structures to the
lighting and traffic markets, along with parking lot lighting for commercial
developments. The Company participates in the world markets for these products
with manufacturing plants in North America, Europe and Asia. Entering 1996,
management has some concerns about the European economy in general, and France
in particular, but feels confident that worldwide markets will continue to
grow.
The Company supplies electrical transmission and distribution structures
to the utility industry; this industry is currently facing possible changes due
to deregulation. Management feels that the Company is well positioned to take
advantage of the ultimate structure of the industry through new products and
meeting the specific requirements of customers.
The Company also participates in the lighting market by producing ballasts
for fluorescent lamps. Management expects the electronic side of this market to
grow in 1996, while the demand for magnetic products is expected to continue to
decline.
Overall, the Company's performance can be influenced by developments in
national and world economies, however, management feels that the markets the
Company serves provide ample opportunities for growth in the future.
(graph) (graph) (graph)
- -------------------------------------------------------------------------------
45
<PAGE>
1995 ANNUAL REPORT 18
SELECTED ELEVEN-YEAR FINANCIAL DATA
Valmont Industries, Inc.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
(Dollars in thousands, except per share amounts) 1995 1994 1993
- -----------------------------------------------------------------------------
<S> <C> <C> <C>
OPERATING DATA
Net sales $544,642 501,740 464,274
Earnings (loss) from continuing operations 24,759 18,887 7,551
Earnings from discontinued operations - - 4,637
Cumulative effect of accounting change - - (4,910)
--------------------------
Net earnings (loss) $ 24,759 18,887 7,278
==========================
Depreciation and amortization $ 12,361 11,018 10,907
Capital expenditures 34,772 23,535 17,089
PER SHARE DATA
Earnings (loss):
Continuing operations $ 1.80 1.39 0.55
Discontinued operations - - 0.34
Cumulative effect of accounting change - - (0.36)
--------------------------
Net earnings (loss) $ 1.80 1.39 0.53
==========================
Cash dividends $ 0.30 0.30 0.29
Shareholders' equity 11.74 10.20 9.03
FINANCIAL POSITION
Working capital $ 80,993 88,278 87,793
Property, plant and equipment, net 113,532 89,201 75,501
Total assets 308,710 283,443 261,275
Long-term debt, including current installments 36,687 43,242 44,076
Shareholders' equity 159,256 137,582 121,841
Invested capital 212,198 193,261 178,719
KEY FINANCIAL MEASURES
Return on beginning shareholders' equity 18.0% 15.5% 6.1%
Return on invested capital 11.7% 9.8% 4.1%
Long-term debt as a percent of invested capital 17.3% 22.4% 24.7%
YEAR-END DATA
Shares outstanding (000) 13,560 13,495 13,486
Approximate number of shareholders 3,900 3,800 3,800
Number of employees 4,166 3,946 4,152
</TABLE>
Per share amounts and number of shares reflect the two-for-one stock splits in
1988 and 1989.
Prior periods have been restated to include the acquisition of Microflect using
the pooling of interests method of accounting.
46
<PAGE>
VALMONT INDUSTRIES 19
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------
1992 1991 1990 1989 1988 1987 1986 1985
- -----------------------------------------------------------------------
<C> <C> <C> <C> <C> <C> <C> <C>
445,481 446,543 461,789 443,444 439,569 291,350 217,511 239,076
11,671 (8,822) 11,373 16,818 12,301 5,672 67 (1,453)
3,564 2,134 5,474 4,602 3,639 3,172 2,321 1,467
- - - - - - - -
- -----------------------------------------------------------------------
15,235 (6,688) 16,847 21,420 15,940 8,844 2,388 14
=======================================================================
12,585 11,285 9,887 7,608 7,788 7,057 5,970 5,984
8,353 11,539 20,607 17,470 9,750 7,432 6,733 6,196
0.87 (0.65) 0.84 1.24 0.94 0.45 0.01 (0.12)
0.26 0.15 0.40 0.34 0.28 0.25 0.18 0.12
- - - - - - - -
- -----------------------------------------------------------------------
1.13 (0.50) 1.24 1.58 1.22 0.70 0.19 0.00
=======================================================================
0.26 0.26 0.26 0.22 0.17 0.15 0.15 0.15
8.85 8.12 8.85 7.88 6.52 5.54 4.96 4.90
68,551 69,143 66,302 72,811 58,786 44,986 25,718 25,966
78,150 84,144 81,675 71,872 53,135 53,785 41,726 41,415
286,076 291,041 291,163 268,216 225,461 203,674 137,799 137,843
69,735 81,698 63,003 66,774 47,337 52,780 25,798 29,164
118,428 108,142 117,200 104,069 84,163 68,591 61,209 60,058
198,521 200,650 191,255 180,464 138,392 128,561 91,836 93,171
14.1% (5.7%) 16.2% 25.5% 23.2% 14.4% 4.0% 0.0%
7.7% (3.3%) 8.8% 11.9% 11.5% 6.9% 2.6% 0.0%
35.1% 40.7% 32.9% 37.0% 34.2% 41.1% 28.1% 31.3%
13,375 13,310 13,247 13,206 12,914 12,374 12,346 12,258
3,500 3,500 2,800 1,600 1,500 1,100 1,150 1,360
4,532 4,478 4,524 4,255 3,569 3,598 1,746 1,880
</TABLE>
47
<PAGE>
1995 ANNUAL REPORT 20
CONSOLIDATED STATEMENTS OF OPERATIONS
Valmont Industries, Inc.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
THREE-YEAR PERIOD ENDED DECEMBER 30, 1995
(Dollars in thousands, except per share amounts) 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Net sales $544,642 501,740 464,274
Cost of sales 399,691 380,254 354,502
------------------------------------------------
Gross profit 144,951 121,486 109,772
Selling, general and administrative expenses 103,120 89,807 82,043
Restructuring charge - - 10,961
------------------------------------------------
Operating income 41,831 31,679 16,768
------------------------------------------------
Other income (deductions):
Interest expense (4,331) (4,711) (5,910)
Interest income 820 879 805
Miscellaneous 139 1,723 209
------------------------------------------------
(3,372) (2,109) (4,896)
------------------------------------------------
Earnings from continuing operations before
income taxes 38,459 29,570 11,872
------------------------------------------------
Income tax expense (benefit):
Current 13,713 7,405 6,202
Deferred (13) 3,278 (1,881)
------------------------------------------------
13,700 10,683 4,321
------------------------------------------------
Earnings from continuing operations 24,759 18,887 7,551
Earnings from discontinued operations, net of tax - - 4,637
Cumulative effect of accounting change - - (4,910)
------------------------------------------------
Net earnings $ 24,759 18,887 7,278
================================================
Earnings (loss) per share:
Continuing operations $ 1.80 1.39 0.55
Discontinued operations - - 0.34
Cumulative effect of accounting change - - (0.36)
------------------------------------------------
Net earnings $ 1.80 1.39 0.53
================================================
Cash dividends per share $ 0.30 0.30 0.29
================================================
Weighted average number of common and common
equivalent shares outstanding (000) 13,733 13,615 13,620
================================================
</TABLE>
See accompanying notes to consolidated financial statements.
48
<PAGE>
1995 ANNUAL REPORT 21
CONSOLIDATED BALANCE SHEETS
Valmont Industries, Inc.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
DECEMBER 30, 1995 AND DECEMBER 31, 1994
(Dollars in thousands) 1995 1994
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,996 30,128
Receivables, less allowance for doubtful receivables of $2,941 in 1995
and $2,798 in 1994 82,211 78,160
Deferred income taxes 8,524 7,363
Inventories 76,426 66,031
Prepaid expenses 1,670 1,894
--------------------------------
Total current assets 185,827 183,576
--------------------------------
Other assets:
Investments in nonconsolidated affiliates 1,375 991
Other 7,976 9,675
--------------------------------
Total other assets 9,351 10,666
--------------------------------
Property, plant and equipment, at cost 222,255 187,168
Less accumulated depreciation and amortization 108,723 97,967
--------------------------------
Net property, plant and equipment 113,532 89,201
--------------------------------
Total assets $308,710 283,443
================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 7,950 7,753
Notes payable to banks 3,492 1,693
Accounts payable 46,900 44,505
Accrued expenses 45,475 40,481
Dividends payable 1,017 866
--------------------------------
Total current liabilities 104,834 95,298
--------------------------------
Deferred income taxes 10,543 10,243
Long-term debt, excluding current installments 28,737 35,489
Minority interest in consolidated subsidiaries 2,220 501
Other noncurrent liabilities 3,120 4,330
Shareholders' equity:
Preferred stock of $1 par value.
Authorized 500,000 shares; none issued - -
Common stock of $1 par value.
Authorized 36,000,000 shares; issued 13,950,000 shares 13,950 13,950
Additional paid-in capital 4,694 4,285
Retained earnings 137,009 118,076
Currency translation adjustment 3,689 2,001
--------------------------------
159,342 138,312
Less:
Cost of common shares in treasury - 389,798 in 1995 (454,745 in 1994) 24 648
Unearned restricted stock 62 82
--------------------------------
Total shareholders' equity 159,256 137,582
--------------------------------
Total liabilities and shareholders' equity $308,710 283,443
================================
</TABLE>
See accompanying notes to consolidated financial statements.
49
<PAGE>
1995 ANNUAL REPORT 22
CONSOLIDATED STATEMENTS OF CASH FLOWS
Valmont Industries, Inc.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
THREE-YEAR PERIOD ENDED DECEMBER 30, 1995
(Dollars in thousands) 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATIONS:
Net earnings $24,759 18,887 7,278
---------------------------------------
Adjustments to reconcile net earnings to net cash
provided (used) by operations:
Depreciation and amortization 12,361 11,018 10,907
Restructuring charge - - 10,380
Earnings from discontinued operations - - (4,637)
Cumulative effect of accounting change - - 4,910
Other adjustments (102) (198) 302
Changes in assets and liabilities, net of acquisitions:
Receivables (2,681) (2,083) (7,307)
Inventories (9,742) 11,195 (11,804)
Prepaid expenses 261 169 303
Accounts payable 1,486 6,001 156
Accrued expenses 3,444 (2,151) (283)
Other noncurrent liabilities (1,226) 2,088 3
Income taxes 64 3,735 (11,035)
---------------------------------------
Total adjustments 3,865 29,774 (8,105)
---------------------------------------
Net cash provided (used) by operations 28,624 48,661 (827)
---------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (34,772) (23,535) (17,089)
Acquisitions - (2,034) -
Proceeds from investment by minority shareholder 1,677 - -
Proceeds from sale of Inacom - - 47,557
Change in other assets 1,461 (1,638) (1,505)
Proceeds from sale, net of gain, of property and equipment 212 2,334 2,524
Other, net 418 334 650
---------------------------------------
Net cash provided (used) by investment activities (31,004) (24,539) 32,137
---------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings (repayments) under short-term agreements 1,754 (1,688) (1,980)
Proceeds from long-term borrowings - 3,845 -
Principal payments on long-term obligations (7,489) (5,802) (24,894)
Dividends paid (3,612) (3,467) (3,214)
Distributions of pooled company (2,063) (1,102) (946)
Proceeds from exercises under employee stock plans 1,193 663 1,410
Purchase of common treasury shares (535) (996) (938)
---------------------------------------
Net cash used in financing activities (10,752) (8,547) (30,562)
---------------------------------------
Net increase (decrease) in cash and cash equivalents (13,132) 15,575 748
Cash and cash equivalents - beginning of year 30,128 14,553 13,805
---------------------------------------
Cash and cash equivalents - end of year $16,996 30,128 14,553
=======================================
</TABLE>
See accompanying notes to consolidated financial statements.
50
<PAGE>
VALMONT INDUSTRIES 23
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Valmont Industries, Inc.
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
THREE-YEAR PERIOD ENDED DECEMBER 30, 1995
(Dollars in thousands, except per share amounts)
Additional Unearned Total
Common paid-in Retained Currency Treasury restricted shareholders'
stock capital earnings translation stock stock equity
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 26, 1992 $12,000 - 98,224 1,439 (145) (200) 111,318
Adjustments for pooling of interests
with pooled company 1,950 850 4,310 - - - 7,110
-----------------------------------------------------------------------------------
BALANCE AT DECEMBER 26, 1992,
AS RESTATED 13,950 850 102,534 1,439 (145) (200) 118,428
Net earnings - - 7,278 - - - 7,278
Cash dividends ($.29 per share) - - (3,337) - - - (3,337)
Cash distributions of pooled company - - (946) - - - (946)
Currency translation adjustment - - - (882) - - (882)
Purchase of 52,504 common shares - - - - (938) - (938)
Stock options exercised;
157,299 shares issued - 356 - - 1,054 - 1,410
Tax benefit from exercise of stock options - 600 - - - - 600
Stock awards; 7,000 shares issued - 145 - - - 83 228
-----------------------------------------------------------------------------------
BALANCE AT DECEMBER 25, 1993 13,950 1,951 105,529 557 (29) (117) 121,841
Net earnings - - 18,887 - - - 18,887
Cash dividends ($.30 per share) - - (3,467) - - - (3,467)
Cash distributions of pooled company - - (1,102) - - - (1,102)
Reclassification of retained earnings,
pooled company - 1,771 (1,771) - - - -
Currency translation adjustment - - - 1,444 - - 1,444
Purchase of 62,718 common shares - - - - (996) - (996)
Stock options exercised;
64,575 shares issued - 286 - - 377 - 663
Tax benefit from exercise of stock options - 173 - - - - 173
Stock awards; 7,000 shares issued - 104 - - - 35 139
-----------------------------------------------------------------------------------
BALANCE AT DECEMBER 31, 1994 $13,950 4,285 118,076 2,001 (648) (82) 137,582
Net earnings - - 24,759 - - - 24,759
Cash dividends ($.30 per share) - - (3,763) - - - (3,763)
Cash distributions of pooled company - - (2,063) - - - (2,063)
Currency translation adjustment - - - 1,688 - - 1,688
Purchase of 21,249 common shares - - - - (535) - (535)
Stock options exercised;
79,196 shares issued - 34 - - 1,159 - 1,193
Tax benefit from exercise of stock options - 338 - - - - 338
Stock awards; 7,000 shares issued - 37 - - - 20 57
-----------------------------------------------------------------------------------
BALANCE AT DECEMBER 30, 1995 $13,950 4,694 137,009 3,689 (24) (62) 159,256
===================================================================================
</TABLE>
See accompanying notes to consolidated financial statements.
51
<PAGE>
1995 ANNUAL REPORT 24
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Valmont Industries, Inc.
- --------------------------------------------------------------------------------
THREE-YEAR PERIOD ENDED DECEMBER 30, 1995
(Dollars in thousands, except per share amounts.)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The consolidated financial statements include the accounts of Valmont
Industries, Inc. (the Company) and its wholly and majority-owned subsidiaries.
All significant intercompany items have been eliminated.
The consolidated financial statements have been restated for the July 31,
1995 acquisition of Microflect Company, Inc., (Microflect), which has been
accounted for as a pooling of interests. The financial statements and notes
reflect amounts related to the consolidated results of the Company and
Microflect.
In 1994, the Company acquired the assets of Energy Steel Corporation of
Tulsa, Oklahoma, a manufacturer of utility products. Pro forma consolidated
financial information is not considered significant and has been omitted.
Fiscal Year
The Company operates on a 52/53 week fiscal year basis which ends on the
last Saturday in December, except for certain foreign subsidiaries which
operate on a fiscal year which ends on November 30. Accordingly, the Company's
fiscal years 1995, 1994 and 1993 ended on December 30, December 31 and December
25, respectively and contained 52 weeks, 53 weeks and 52 weeks respectively.
Inventories
At December 30, 1995 approximately 46% of inventory is valued at the lower
of cost on the basis of the last-in, first-out (LIFO) dollar value method under
the natural business unit concept or market (net realizable value). As a
result, it is not possible to segregate inventory into its component values of
raw material, work in process and finished goods. All other inventory is
valued at the lower of first-in, first-out (FIFO) cost or market (net
realizable value). During 1994, the method of determining the cost of
inventories for the lighting ballast product line was changed from the LIFO
method to the FIFO method because the Company has experienced deflationary
material and labor cost components of inventory. The effect of this change was
immaterial for all years presented.
The excess of replacement cost of inventories over the LIFO value is
approximately $10,200 and $10,600 at December 30, 1995 and December 31, 1994,
respectively.
Property, Plant and Equipment
Property, plant and equipment are stated at historical cost. Depreciation
and amortization are provided on the straight-line method over the estimated
useful lives of the respective assets.
Income Taxes
Effective the beginning of fiscal 1993, the Company adopted Statement of
Financial Accounting Standards
No. 109 (SFAS 109), "Accounting for Income Taxes." Under SFAS 109, the asset
and liability method is used to calculate deferred income taxes. Deferred tax
assets and liabilities are recognized on temporary differences between
financial statement and tax bases of assets and liabilities using enacted tax
rates. The effect that a change in tax rates has on deferred tax assets and
liabilities is recognized in income in the period that includes the enactment
date. The cumulative effect of adopting SFAS 109 decreased 1993 net earnings
by $4,910 ($.36 per share).
Foreign Currency Translations
Results of operations for foreign subsidiaries are translated using the
average exchange rates during the period. The assets and liabilities are
translated at the exchange rates in effect on the balance sheet date.
Cumulative translation adjustments are included as a separate component of
shareholders' equity.
Earnings Per Share
Earnings per share are based on the weighted average number of common
shares outstanding and equivalent common shares from in-the-money stock
options. The difference between primary and fully-diluted earnings per share
is not material.
52
<PAGE>
VALMONT INDUSTRIES 25
- -------------------------------------------------------------------------------
Miscellaneous
The miscellaneous caption of "Other income (deductions)" in the
consolidated statements of operations contains gains and losses which are of an
unusual or infrequent nature. Pretax gains from disposal of excess property
amounting to $1,183 were included in 1994.
Use of Estimates
Management of the Company has made a number of estimates and assumptions
relating to the reporting of assets and liabilities and the disclosure of
contingent assets and liabilities to prepare these financial statements in
conformity with generally accepted accounting principles. Actual results could
differ from those estimates.
(2) CASH FLOW SUPPLEMENTARY INFORMATION
The Company considers all highly liquid temporary cash investments
purchased with a maturity of three months or less to be cash equivalents. Cash
payments for interest and income taxes (net of refunds) were as follows:
<TABLE>
<CAPTION>
1995 1994 1993
------------------------
<S> <C> <C> <C>
Interest $ 4,456 $4,792 $ 6,192
Income taxes 11,591 4,819 14,514
</TABLE>
(3) DISCONTINUED OPERATIONS AND INVESTMENT IN NONCONSOLIDATED AFFILIATES
The Company's investment in Inacom Corp., which was previously accounted
for under the equity method of accounting as an investment in nonconsolidated
affiliate, was sold in 1993 in an underwritten public offering. The Company
received net cash proceeds of $47,557 and realized a net gain after tax of
$3,950. The Company's share of Inacom net earnings prior to the public
offering were $687 in 1993. All other nonconsolidated affiliates are not
material.
(4) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, at cost, consists of the following:
<TABLE>
<CAPTION>
1995 1994
-----------------
<S> <C> <C>
Land and improvements $ 9,503 8,101
Buildings and improvements 54,959 48,686
Machinery and equipment 106,890 95,933
Transportation equipment 3,319 3,118
Office furniture and equipment 20,581 18,350
Construction in progress 27,003 12,980
-----------------
$222,255 187,168
=================
</TABLE>
The Company also leases certain facilities, machinery, computer equipment
and transportation equipment under operating leases with unexpired terms
ranging from one to eight years. Rental expense for operating leases amounted
to $4,638, $3,807 and $3,399 for fiscal 1995, 1994 and 1993, respectively.
Minimum lease payments under operating leases expiring subsequent to
December 30, 1995 are:
<TABLE>
<S> <C>
Fiscal year ending
1996 $ 2,940
1997 2,360
1998 1,936
1999 1,558
2000 1,378
Subsequent 1,692
-------
Total minimum lease payments $11,864
=======
</TABLE>
53
<PAGE>
1995 ANNUAL REPORT 26
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Valmont Industries, Inc.
- -------------------------------------------------------------------------------
(5) BANK CREDIT ARRANGEMENTS
The Company maintains various lines of credit for short-term borrowings
totaling $54,595. The interest rates charged on these lines of credit relate
to the banks' cost of funds. The unused borrowings under the lines of credit
were $51,103 at December 30, 1995. The lines of credit can be modified at any
time at the option of the banks. The Company pays facility fees of 1/8 to 3/8
of 1% (or equivalent balances) in connection with $28,000 of its lines of
credit, and pays no fees in connection with the remaining lines of credit. The
weighted average interest rate on short-term borrowings was 8.9% at December
30, 1995 and 8.5% at December 31, 1994.
(6) INCOME TAXES
Total income tax expense was allocated as follows:
<TABLE>
<CAPTION>
1995 1994 1993
-------------------------------------
<S> <C> <C> <C>
Continuing operations $13,700 10,683 4,321
Discontinued operations - - 2,780
-------------------------------------
$13,700 10,683 7,101
=====================================
</TABLE>
Income tax expense (benefit) attributable to income from continuing
operations consists of:
<TABLE>
<CAPTION>
1995 1994 1993
-------------------------------------
<S> <C> <C> <C>
Current:
Federal $10,919 5,454 5,064
State 954 682 609
Foreign 1,840 1,269 529
-------------------------------------
13,713 7,405 6,202
Deferred: -------------------------------------
Federal (11) 3,428 (1,453)
State (2) 278 (186)
Foreign - (428) (242)
-------------------------------------
(13) 3,278 (1,881)
-------------------------------------
$13,700 10,683 4,321
=====================================
</TABLE>
The reconciliations of the statutory Federal income tax rate and the
effective tax rates follow:
<TABLE>
<CAPTION>
1995 1994 1993
-------------------------------------
<S> <C> <C> <C>
Statutory Federal income tax rate 35.0 % 35.0 % 35.0 %
State income taxes, net of Federal benefit 1.6 % 2.4 % 3.0 %
Other (1.0) % (1.3) % (1.6) %
-------------------------------------
35.6 % 36.1 % 36.4 %
=====================================
</TABLE>
54
<PAGE>
VALMONT INDUSTRIES 27
- --------------------------------------------------------------------------------
The tax effects of temporary differences that give rise to deferred tax
assets and liabilities at December 30, 1995 and December 31, 1994 are presented
below:
<TABLE>
<CAPTION>
1995 1994
---------------------
<S> <C> <C>
Deferred tax assets:
Accrued expenses and allowances $13,008 11,480
Allowance for doubtful receivables 400 384
Inventory capitalization 979 869
---------------------
Total deferred tax assets 14,387 12,733
---------------------
Deferred tax liabilities:
Plant and equipment, primarily due to depreciation 5,448 4,604
Lease transactions 1,769 1,850
Warranty accrual 1,373 1,373
Business combination adjustments 3,439 3,439
Other 4,377 4,347
---------------------
Total deferred tax liabilities 16,406 15,613
---------------------
Net deferred tax liabilities $(2,019) (2,880)
=====================
</TABLE>
No valuation allowance for deferred tax assets has been provided since all
tax benefits are more likely than not to be used to offset future taxable
income.
(7) LONG-TERM DEBT
<TABLE>
<CAPTION>
1995 1994
---------------------
<S> <C> <C>
9.40% to 12.77% promissory notes, unsecured (a) $23,750 28,250
Promissory note, secured (b) 7,714 9,606
6.0% to 9.34% notes 5,223 5,386
---------------------
Total long-term debt 36,687 43,242
Less current installments of long-term debt 7,950 7,753
---------------------
Long-term debt, excluding current installments $28,737 35,489
=====================
</TABLE>
(a) The promissory notes payable are due in varying annual principal
installments through 2001. The notes are subject to prepayment in whole or
in part with or without premium as specified in the agreements.
(b) The promissory note totaling 38.6 million French francs is due in three
equal annual principal installments through 1998. The interest rate on
the note is variable based on 6-month PIBOR (Paris Interbank Offering
Rate), or can be fixed at the Company's option. At December 30, 1995 the
effective interest rate was 5.03%. The note is secured by the common stock
of Sermeto.
The agreements place certain restrictions on working capital, capital
expenditures, payment of dividends, purchase of Company stock and additional
borrowings. The amount of retained earnings at December 30, 1995 not
restricted as to payment of cash dividends and purchase of the Company's
capital stock under the most restrictive provisions of the agreements was
approximately $42,000.
The minimum aggregate maturities of long-term debt for each of the four
years following 1996 are: $7,645, $7,538, $4,943 and $3,760.
55
<PAGE>
1995 ANNUAL REPORT 28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS CONTINUED
Valmont Industries, Inc.
- --------------------------------------------------------------------------------
(8) STOCK PLANS
Stock plans approved by the shareholders provide that the Compensation
Committee of the Board of Directors may grant incentive stock options,
nonqualified stock options, stock appreciation rights, restricted stock awards
and bonuses of common stock. Options granted are exercisable at the market
price of the common stock on the grant date, generally are exercisable in three
to six equal annual installments and expire from six to ten years after
issuance. The optioned shares are subject to changes in capitalization.
The changes in the outstanding stock options during the three years ended
December 30, 1995 are summarized below:
<TABLE>
<CAPTION>
Option price
Shares per share range
-------------------------------------
<S> <C> <C>
Balance at
December 26, 1992 1,090,740 $ 3.91 - 24.25
Granted 15,000 14.75 - 19.50
Exercised (157,299) 3.91 - 18.50
Canceled (170,234) 5.91 - 24.25
---------
Balance at
December 25, 1993 778,207 5.41 - 24.25
Granted 152,000 14.75 - 18.25
Exercised (64,575) 5.41 - 12.00
Canceled (81,858) 10.56 - 24.25
---------
Balance at
December 31, 1994 783,774 5.91 - 18.50
Granted 201,500 19.25 - 23.75
Exercised (79,196) 5.91 - 19.63
Canceled (11,057) 10.56 - 19.63
---------
BALANCE AT DECEMBER 30, 1995 895,021 $ 5.91 - 23.75
=========
OPTIONS EXERCISABLE AT DECEMBER 30, 1995 378,188 $ 5.91 - 18.50
=========
</TABLE>
(9) EMPLOYEE RETIREMENT SAVINGS PLAN
Established under Internal Revenue Code Section 401(k), the Valmont
Employee Retirement Savings Plan is available to all eligible employees. The
Company makes an annual basic contribution equal to $.25 on the dollar of the
first 3% of each participant's annual pay. In addition, participants can elect
to contribute up to 15% of annual pay, on a pretax and/or after-tax basis. The
Company will match $.50 to $.75 on the dollar of the first 6% of the employee
pretax contribution. The Company, at the discretion of the Board of Directors,
may also pay a supplemental contribution of up to $.50 on the dollar of the
first 6% of the participants' pretax contributions. In addition, the Company
has a defined contribution plan covering the employees of Microflect;
contributions under this plan are based primarily on the performance of the
business unit and employee compensation. The 1995, 1994 and 1993 Company
contributions to these plans amounted to approximately $4,700, $3,000 and
$3,100, respectively.
(10) RESEARCH AND DEVELOPMENT
The Company's accounting system does not accumulate all costs incidental
to research and development for new products or improvements to existing
products. It is estimated that the research and development costs charged
against earnings were approximately $2,800 in 1995, $2,700 in 1994 and $2,700
in 1993.
(11) RESTRUCTURING CHARGES
During 1993, the Company incurred a $10,961 nonrecurring restructuring
charge ($7,125 or 52 cents per share after tax) related to its lighting ballast
subsidiary, Valmont Electric, Inc. The charge was the result of finalizing the
move of ballast operations from Illinois to Texas as well as changes in the
ballast market. Write-offs of equipment no longer necessary, severance
accruals and other related costs were included in the charge.
56
<PAGE>
VALMONT INDUSTRIES 29
- --------------------------------------------------------------------------------
(12) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amount of cash and cash equivalents, receivables, accounts
payable, notes payable to banks and accrued expenses approximates fair value
because of the short maturity of these instruments. The fair values of each of
the Company's long-term debt instruments are based on the amount of future cash
flows associated with each instrument discounted using the Company's current
borrowing rate for similar debt instruments of comparable maturity. The fair
value estimates are made at a specific point in time and the underlying
assumptions are subject to change based on market conditions. At December 30,
1995, the carrying amount of the Company's long-term debt is $36,687 with an
estimated fair value of approximately $39,000.
(13) STOCKHOLDERS' RIGHT PLAN
In December 1995, the Company's Board of Directors declared a dividend
of one preferred stock purchase right ("Right") for each outstanding share of
common stock. The Rights become exercisable ten days after a person (other than
Robert B. Daugherty and his related persons and entities) acquires or commences
a tender offer for 15% or more of the Company's common stock. Each Right
entitles the holder to purchase one one-thousandth of a share of a new series
of preferred stock at an exercise price of $100, subject to adjustment. The
Rights expire on December 19, 2005 and may be redeemed at the option of the
Company at $.01 per Right, subject to adjustment. Under certain circumstances,
if (i) any person becomes an Acquiring Person or (ii) the Company is acquired
in a merger or other business combination, each holder of a Right (other than
the Acquiring Person) will have the right to receive, upon exercise of the
Right, shares of common stock (of the Company under (i) and of the acquiring
company under (ii)) having a value of twice the exercise price of the Right.
(14) ACQUISITION
On July 31, 1995, Microflect Company, Inc. was merged with and became a
wholly-owned subsidiary of the Company pursuant to the terms of an agreement
and Plan of Merger under which the Company exchanged 1,950,000 shares of its
common stock for all of the outstanding common stock of Microflect. The merger
qualifies as a tax-free reorganization and was accounted for as a pooling of
interests. Accordingly, the Company's consolidated financial statements have
been restated to include the results of Microflect for all periods presented.
The combined financial results presented include adjustments made to conform
accounting policies of the two companies. The only adjustment impacting net
income was the recording of income taxes, as prescribed by SFAS No. 109, for
Microflect as it was a subchapter S corporation prior to the merger. All other
adjustments are reclassifications to conform with the financial statement
presentation. Combined and separate results of the Company and Microflect
during the periods preceding the merger were as follows:
<TABLE>
Six months ended July 1, 1995
(Unaudited) The Company Microflect Adjustments Combined
------------------------------------------------
<S> <C> <C> <C> <C>
Net revenues $258,298 $18,068 $ (725) $275,641
Net income 10,628 2,768 (1,011) 12,385
Fiscal year ended December 31, 1994
The Company Microflect Adjustments Combined
------------------------------------------------
<S> <C> <C> <C> <C>
Net revenues $471,745 $30,616 $ (621) $501,740
Net income 16,119 4,630 (1,862) 18,887
</TABLE>
Microflect designs, manufactures and installs communication structures,
passive repeaters, waveguide supporting systems and components for the wireless
communication market. In addition to its microwave tower business, it operates
a grating division and an industrial fasteners division.
(15) BUSINESS SEGMENTS
The Company's business activities are currently classified into the
following industry segments:
Industrial Products - The manufacture and distribution of engineered metal
structures and lighting ballasts.
Irrigation Products - The manufacture and distribution of agricultural
irrigation equipment and related products.
Financial information concerning the Company's business segments is
summarized on the following page and is considered an integral part of this
note.
57
<PAGE>
1995 ANNUAL REPORT 30
BUSINESS SEGMENT INFORMATION
Valmont Industries, Inc.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
(Dollars in thousands) 1995 1994 1993
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C>
SUMMARY BY BUSINESS SEGMENTS:
NET SALES:
Industrial Products $381,898 337,810 330,447
Irrigation Products 162,744 164,030 134,219
Less intersegment sales - (100) (392)
-----------------------------------
Total $544,642 501,740 464,274
===================================
OPERATING INCOME:
Industrial Products 35,924 23,638 7,715
Irrigation Products 18,736 17,742 14,059
-----------------------------------
Total 54,660 41,380 21,774
GENERAL CORPORATE EXPENSE, NET (12,829) (9,701) (5,006)
INTEREST EXPENSE, NET (3,511) (3,832) (5,105)
MISCELLANEOUS 139 1,723 209
-----------------------------------
Earnings from continuing operations
before income taxes $ 38,459 29,570 11,872
===================================
IDENTIFIABLE ASSETS:
Industrial Products 234,818 197,856 195,312
Irrigation Products 51,792 46,554 43,299
Corporate 22,100 39,033 22,664
-----------------------------------
Total $308,710 283,443 261,275
===================================
CAPITAL EXPENDITURES:
Industrial Products 30,200 16,011 12,425
Irrigation Products 4,204 7,191 4,504
Corporate 368 333 160
-----------------------------------
Total $ 34,772 23,535 17,089
===================================
DEPRECIATION AND AMORTIZATION:
Industrial Products 8,727 8,044 7,983
Irrigation Products 2,923 2,173 1,903
Corporate 711 801 1,021
-----------------------------------
Total $ 12,361 11,018 10,907
===================================
Summary by Geographical Area:
NET SALES:
United States $447,685 424,666 384,526
Europe 64,745 51,018 49,876
Other 32,212 26,056 29,872
-----------------------------------
Total $544,642 501,740 464,274
===================================
OPERATING INCOME:
United States 47,543 34,830 16,065
Europe 4,936 3,248 3,004
Other 2,181 3,302 2,705
-----------------------------------
Total $ 54,660 41,380 21,774
===================================
IDENTIFIABLE ASSETS:
United States 228,681 216,320 202,413
Europe 64,790 62,334 54,270
Other 15,239 4,789 4,592
-----------------------------------
Total $308,710 283,443 261,275
===================================
</TABLE>
Total sales by business segment are to unaffiliated customers. Net sales
by geographical area are based on destination of sales.
Operating income by business segment is based on net sales, less
identifiable operating expenses and restructuring charge. Operating income by
geographical area is based on destination of sales less appropriate expense
allocations.
Corporate assets consist of cash, deferred income taxes, investment in
nonconsolidated affiliates, and administrative buildings and equipment.
Identifiable assets by geographical area are based on location of facilities.
58
<PAGE>
VALMONT INDUSTRIES 31
QUARTERLY FINANCIAL DATA (UNAUDITED)
Valmont Industries, Inc.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share amounts)
Net Earnings (Loss)
from Continuing
Operations Earnings Stock Price
Net Gross ------------------- ---------------- -------------- Dividends
Sales Profit Amount Per Share Amount Per Share High Low Declared
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995
FIRST $142,223 34,877 5,694 0.42 5,694 0.42 21.50 16.25 0.075
SECOND 133,418 34,948 6,691 0.49 6,691 0.49 22.00 19.50 0.075
THIRD 128,269 35,099 5,271 0.38 5,271 0.38 24.25 20.75 0.075
FOURTH 140,732 40,027 7,103 0.51 7,103 0.51 26.00 23.50 0.075
- ------------------------------------------------------------------------------------------------------
YEAR $544,642 144,951 24,759 1.80 24,759 1.80 26.00 16.25 0.300
- ------------------------------------------------------------------------------------------------------
1994
First $117,671 26,756 3,583 0.26 3,583 0.26 20.50 14.50 0.075
Second 128,656 30,092 4,893 0.36 4,893 0.36 17.00 13.50 0.075
Third 118,500 29,420 4,647 0.34 4,647 0.34 16.75 14.50 0.075
Fourth 136,913 35,218 5,764 0.42 5,764 0.42 17.50 15.75 0.075
- ------------------------------------------------------------------------------------------------------
Year $501,740 121,486 18,887 1.39 18,887 1.39 20.50 13.50 0.300
- ------------------------------------------------------------------------------------------------------
1993
First $111,523 27,106 3,099 0.23 (1,124) (0.08) 22.75 16.50 0.065
Second 122,165 28,884 4,446 0.33 8,729 0.64 21.75 14.75 0.075
Third 115,016 26,754 3,495 0.25 3,162 0.23 17.63 13.00 0.075
Fourth 115,570 27,028 (3,489) (0.26) (3,489) (0.26) 20.25 14.00 0.075
- ------------------------------------------------------------------------------------------------------
Year $464,274 109,772 7,551 0.55 7,278 0.53 22.75 13.00 0.290
- ------------------------------------------------------------------------------------------------------
</TABLE>
Earnings per share are computed independently for each of the quarters.
Therefore, the sum of the quarterly earnings per share may not equal the total
for the year.
59
<PAGE>
1995 ANNUAL REPORT 32
INDEPENDENT AUDITORS' REPORT
Valmont Industries, Inc.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS
VALMONT INDUSTRIES, INC.:
We have audited the consolidated balance sheets of Valmont Industries,
Inc. and Subsidiaries as of December 30, 1995 and December 31, 1994 and the
related consolidated statements of operations, shareholders' equity and cash
flows for each of the years in the three-year period ended December 30, 1995.
These consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Valmont
Industries, Inc. and Subsidiaries as of December 30, 1995 and December 31,
1994, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 30, 1995, in conformity with
generally accepted accounting principles.
As described in Note 1 to the consolidated financial statements, the
Company adopted the provisions of Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes," in fiscal 1993.
/s/ KPMG Peat Marwick, LLP
Omaha, Nebraska
February 16, 1996
60
<PAGE>
VALMONT INDUSTRIES 33
MANAGEMENT'S REPORT
Valmont Industries, Inc.
- --------------------------------------------------------------------------------
The consolidated financial statements of Valmont Industries, Inc. and
Subsidiaries and the other information contained in the Annual Report were
prepared by and are the responsibility of management. The statements have been
prepared in accordance with generally accepted accounting principles and
necessarily include amounts based on management's best estimates and judgments.
In fulfilling its responsibilities, management relies on a system of
internal controls which provide reasonable assurance that the financial records
are reliable for preparing financial statements and for maintaining
accountability of assets. Internal controls are designed to reduce the risk
that material errors or irregularities in the financial statements may occur
and not be timely detected. These systems are augmented by written policies,
careful selection and training of qualified personnel, an organizational
structure providing division of responsibilities and a program of financial,
operational and systems audits. The Company also has a business ethics policy
which requires employees to maintain high ethical standards in the conduct of
Company business.
The Audit Committee, composed of non-employee directors is responsible for
recommending to the Board of Directors, subject to ratification by
shareholders, the independent accounting firm to be retained each year. The
Audit Committee meets regularly, and when appropriate separately, with the
independent certified public accountants, management and the internal auditors
to review Company performance. The independent certified public accountants,
internal auditors, and the Audit Committee have unrestricted access to each
other in the discharge of their responsibilities.
/s/ Mogens C. Bay
- -------------------------------------------
Mogens C. Bay
President and Chief Executive Officer
/s/ Terry J. McClain
- -------------------------------------------
Terry J. McClain
Vice President and Chief Financial Officer
61
<PAGE>
1995 ANNUAL REPORT 34
BOARD OF DIRECTORS AND OFFICERS
- --------------------------------------------------------------------------------
Valmont Industries, Inc.
BOARD OF DIRECTORS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ROBERT B. DAUGHERTY THOMAS F. MADISON 1 MOGENS C. BAY WALTER SCOTT, JR. 2
Chairman of the Board President, MLM Partners President and CEO Chairman and President
Valmont Industries, Inc. Retired President - Markets Valmont Industries, Inc. Peter Kiewit Sons', Inc.
Director since 1947 U S WEST Communications Director since 1993 Director since 1981
Director since 1987
CHARLES M. HARPER 1 JOHN E. JONES 2 1 Compensation Committee
Chairman of the Board ALLEN F. JACOBSON 1 Retired Chairman, President 2 Audit Committee
RJR Nabisco Holdings Corp. and Retired Chairman and CEO and CEO CBI Industries, Inc.
Chairman of the Board 3M Company Director since 1993
Nabisco Holdings Corp. Director since 1976
Director since 1979
LLOYD P. JOHNSON 1
Retired Chairman of the Board
Norwest Corporation [PICTURE]
Director since 1991
ROBERT G. WALLACE 2
Retired Executive
Vice President
Phillips Petroleum Co.
Director since 1984
</TABLE>
from left to right) back row, Robert B. Daugherty,
Walter Scott, Jr., Mogens C. Bay, John E. Jones,
Allen F. Jacobson; front row, Robert G. Wallace,
Lloyd P. Johnson, Charles M. Harper, and Thomas F. Madison
----------------------------------------------------------
CORPORATE OFFICERS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
ROBERT B. DAUGHERTY TERRY J. MCCLAIN THOMAS P. EGAN, JR. MARK E. TREINEN
Chairman of the Board Vice President and Vice President - Corporate Vice President -
Chief Financial Officer Counsel and Secretary Business Development
MOGENS C. BAY VINCENT T. CORSO BRIAN C. STANLEY TOMMY L. WHALEN
President and Vice President - Operations Vice President - Investor Vice President -
Chief Executive Officer Relations and Controller Human Resources
</TABLE>
DIVISION AND SUBSIDIARY OFFICERS
<TABLE>
<CAPTION>
<S> <C> <C>
GARY L. CAVEY LEWIS P. HAYS HOWARD G. SACHS
President and President President and
Chief Operating Officer Valmont Europe Chief Operating Officer
Industrial Products Division Valmont Electric, Inc.
E. ROBERT MEANEY
JOSEPH M. GOECKE President and
President and Chief Operating Officer
Chief Operating Officer Valmont International
Valmont Irrigation
</TABLE>
62
<PAGE>
SHAREHOLDER INFORMATION
________________________________________________________________________________
CORPORATE HEADQUARTERS
Valmont Industries, Inc.
P.O. Box 358
Valley, Nebraska 68064 U.S.A.
(402) 359-2201
INDEPENDENT PUBLIC ACCOUNTANTS
KPMG Peat Marwick LLP
Omaha, Nebraska
LEGAL COUNSEL
McGrath, North, Mullin & Kratz, P.C.
Omaha, Nebraska
STOCK TRANSFER AGENT AND REGISTRAR
First National Bank of Omaha
Trust Department
One First National Center
Omaha, Nebraska 68102-1596
(402) 341-0500
Notices regarding changes of address and inquiries regarding lost dividend
checks, lost or stolen certificates and transfers of stock, should be directed
to the transfer agent.
ANNUAL MEETING
The annual meeting of Valmont's shareholders will be held at 2:00 p.m. on
Monday, April 22, 1996, at Joslyn Art Museum, 2200 Dodge Street, Omaha,
Nebraska.
STOCK TRADING
Valmont's common stock trades on The Nasdaq Stock Market under the symbol VALM.
Current share price and related information can be found in the financial
section of many daily newspapers.
AVAILABILITY OF 10-K REPORT
A copy of Valmont's 1995 Annual Report on Form 10-K may be obtained by calling
or writing the Investor Relations Department, Valmont Industries, Inc., P.O. Box
358, Valley, Nebraska 68064 U.S.A. Phone: (402) 359-2201; Fax: (402) 359-2848
STOCK HELD IN "STREET NAME"
Valmont maintains a direct mailing list to ensure that shareholders with stock
held in broker accounts receive information on a timely basis. If you would like
your name added to this list, please direct your request to: Investor Relations
Department, Valmont Industries, Inc., P.O. Box 358, Valley, Nebraska 68064
U.S.A. Phone: (402) 359-2201; Fax (402) 359-2848
SHAREHOLDER AND INVESTOR RELATIONS
Valmont maintains an active investor relations program to keep shareholders and
potential investors informed about the company. Comments and inquiries are
welcome and should be directed to the Investor Relations Department, Valmont
Industries, Inc., P.O. Box 358, Valley, Nebraska 68064 U.S.A.
Phone: (402) 359-2201; Fax: (402) 359-2848
MARKET MAKERS
The following firms make a market in Valmont Industries, Inc. common stock as of
February 21, 1996:
Dain Bosworth Inc.
Herzog, Heine, Geduld, Inc.
Huntleigh Securities Corporation
Kirkpatrick Pettis Inc.
Lehman Brothers Inc.
Merrill Lynch, Pierce, Fenner & Smith Inc.
63
Exhibit 21
SUBSIDIARIES OF VALMONT INDUSTRIES, INC.
State or Country
Name of Subsidiary of Incorporation
------------------ ----------------
American Lighting Standards Corp.
d/b/a Valmont/ALS Texas
Best-All Electric, Inc. Nebraska
CCC de Mexico, S.A. de C.V. Mexico
Gate City Steel Corporation Delaware
Lampadaires Feralux, Inc. Canada
Microflect Company, Inc. Oregon
NEUVALCO S.A. France
SERMETO S.A. France
SERMETO Iberica S.A. Spain
Shanghai Valmont SST, Co. Ltd. China
TUBALCO S.A. France
VBT, Inc. Delaware
Valmont DeEspana, S.A. Spain
Valmont Electric, Inc. Delaware
Valmont S.A. Spain
Valmont Industries (Asia-Pacific) Ltd. Hong Kong
Valmont Industries Holland B.V. The Netherlands
Valmont International, L.L.C. Delaware
Valmont International Corp. Texas
Valmont International Inc. U. S. Virgin Islands
Valmont Nederlands B.V. The Netherlands
Valmont Northwest, Inc. Nebraska
Valmont Polska Sp. zo.o Poland
Valmont Service Centers, Inc. Nebraska
Valmont World Trade, N.V. Netherlands Antilles
64
Exhibit 23
KPMG Peat Marwick LLP (letterhead)
Two Central Park Plaza Telephone 402-348-1450 Telefax
402-348-0152
Suite 1501
Omaha, NE 68102
233 South 13th Street Telephone 402-476-1216 Telefax
402-476-1944
Suite 1600
Lincoln, NE 68508-2041
ACCOUNTANTS' CONSENT
--------------------
The Board of Directors
Valmont Industries, Inc.
We consent to incorporation by reference in this
Registration Statement (No. 33-21680) on Form S-8 and
Registration Statement (No. 2-88663) on Form S-8 of Valmont
Industries, Inc. of our reports dated February 16, 1996
relating to the consolidated balance sheets of Valmont
Industries, Inc. and subsidiaries as of December 30, 1995
and December 31, 1994, and the related consolidated
statements of operations, shareholders' equity and cash
flows and all related consolidated financial schedules for
each of the years in the three-year period ended December
30, 1995 which report appears in or is incorporated by
reference in the December 30, 1995 Annual Report on Form 10-
K of Valmont Industries, Inc.
Our report refers to the Company's adoption of Financial
Accounting Standards No. 109, Accounting for Income Taxes,
in fiscal 1993.
KPMG PEAT
MARWICK LLP
65
Omaha, Nebraska
March 22, 1996
Exhibit 24
POWER OF ATTORNEY
-----------------
The undersigned Directors of Valmont Industries,
Inc., a Delaware corporation, hereby constitute and appoint
Mogens C. Bay as attorney-in-fact in their name, place and
stead to execute Valmont's Annual Report on Form 10-K for
the fiscal year ended December 30, 1995, together with any
and all subsequent amendments thereof in their capacity as
Director and hereby ratify all that said attorney-in-fact
may do by virtue thereof.
DATED this 28th day of February, 1996.
/S/Robert B. Daugherty /S/John E. Jones
------------------------------ ---------------------------
Robert B. Daugherty, Director John E. Jones, Director
/S/Charles M. Harper /S/Thomas F. Madison
------------------------------ ---------------------------
Charles M. Harper, Director Thomas F. Madison, Director
/S/Allen F. Jacobson /S/Walter Scott, Jr.
------------------------------ ---------------------------
Allen F. Jacobson, Director Walter Scott, Jr., Director
/S/Lloyd P. Johnson /S/Robert G. Wallace
------------------------------ ---------------------------
Lloyd P. Johnson, Director Robert G. Wallace, Director
66
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC
Form 10-K and is qualified in its entirety by reference to such financial
statements.
Exhibit 27
</LEGEND>
<RESTATED>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-30-1995
<PERIOD-END> DEC-30-1995
<CASH> 16,996<F1>
<SECURITIES> 0
<RECEIVABLES> 85,152
<ALLOWANCES> 2,941
<INVENTORY> 76,426
<CURRENT-ASSETS> 185,827
<PP&E> 222,255
<DEPRECIATION> 108,723
<TOTAL-ASSETS> 308,710
<CURRENT-LIABILITIES> 104,834
<BONDS> 0
0
0
<COMMON> 13,950
<OTHER-SE> 145,306
<TOTAL-LIABILITY-AND-EQUITY> 308,710
<SALES> 544,642
<TOTAL-REVENUES> 544,642
<CGS> 399,691
<TOTAL-COSTS> 399,691
<OTHER-EXPENSES> 103,120
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,331
<INCOME-PRETAX> 38,459
<INCOME-TAX> 13,700
<INCOME-CONTINUING> 24,759
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,759
<EPS-PRIMARY> 1.80
<EPS-DILUTED> 0
<FN>
<F1>Cash and cash equivalents
67
</FN>
</TABLE>
