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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 28, 1996
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 Identification
of Incorporation or Organization) 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 7, 1997 there were outstanding 13,697,814 common shares of the
Company. The aggregate market value of the voting stock held by non-
affiliates of the Company on March 7, 1997 was $401,879,000.
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 28, 1996 (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 shareholders to be held on April 28, 1997 (the "Proxy
Statement") are incorporated by reference in Part III.
Page 1 of 61
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Index to Exhibits, Page 15
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1
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 4 through 9 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, (v) the
acquisition of Microflect Company, Inc. in 1995, a manufacturer and installer
of microwave communication structures, and (vi) the 1996 acquisitions of
TelecCentre, S.A., a French manufacturer of communication towers, and of
Gibo-Conimast & Co. KG, a German manufacturer and distributor of pole
structures for the lighting market. Divestitures include (i) the 1989
divestiture of the Gate City Steel service center business, (ii) the 1993
exit of the Gate City Steel steel reinforcing bar business,(iii) the 1993
sale of its investment in Inacom Corp., a national microcomputer reseller
business initially established as a division of the Company, (iv) the sale
in 1994 of the assets of Good-All Electric, Inc., a Colorado producer of
cathodic protection rectifiers, and (v) the January 1997 cash sale of the
stock of Valmont Electric, Inc., a lighting ballast manufacturing business.
2
(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 29 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 4 through 9 in the Company's Annual Report.
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. 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
effect 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.
3
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 $133.6 million at the end of the 1996 fiscal
year and $109.6 million at the close of 1995. It is anticipated that most of
the backlog of orders will be filled during fiscal year 1997. At year end,
the backlog by segment was as follows (dollar amounts in millions):
Dec. 28, Dec. 30,
1996 1995
--------- ---------
Industrial Products $98.7 84.3
Irrigation Products 34.9 25.3
--------- ---------
$133.6 109.6
====== ======
Competitive Conditions.
-----------------------
In the Industrial Products segment, Valmont is a major manufacturer
and supplier of engineered metal structures to the lighting and traffic,
utility and wireless communication industries; the Company delivers
a broad line of custom engineered tubular steel products and manufactures and
distributes lighting ballasts, fasteners and grating. The Irrigation
Products segment involves the development, 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.
Research Activities.
--------------------
The information called for by this item is hereby incorporated by reference
to the "Research and Development" on page 27 in the Company's Annual Report.
4
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 28, 1996, the number of employees was 4,868.
Financial Information about Foreign Operations and Export Sales.
----------------------------------------------------------------
Valmont's international sales activity encompasses approximately ninety
foreign countries. The information called for by this item is hereby
incorporated by reference to "Summary by Geographical Area" on page 29 in the
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 administrative, manufacturing and distribution facilities at
Tulsa, Oklahoma and Brehnam, Texas. The Oklahoma facility has 350,000 square
feet under roof on 24 acres of land whereas the Texas facility is located on
109 acres and has 190,000 square feet under roof with another 122,000 square
feet under construction. The Company's Microflect subsidiary leases office
and plant facilities in Salem, Oregon under long-term leases.. Overseas the
Industrial Products division has four locations in France and a newly
constructed plant in Shanghai, China. The Company operates other facilities
as set forth on the inside of the back cover of the Company's Annual Report,
which information is incorporated herein by reference.
5
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.
Executive Officers of the Company
- ---------------------------------
The executive officers of the Company at December 28, 1996, their ages,
positions held, and the business experience of each during the past five years
are, as follows:
Robert B. Daugherty, Age 75, Chairman of the Board and
Director of the Company continuously since March 1947.
Mogens C. Bay, Age 48, 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 48, President and Chief Operating Officer,
Industrial Products Group 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.
Phillip C. Cooke, Age 49, became an executive officer as Senior Vice
President - Human Resources as of January 17, 1997. Previously
Consolidated Communications Systems and Services, Inc. President
from 1992 until November 1996.
Vincent T. Corso, Age 49, Group President and Chief Operating Officer-
Irrigation & Coatings Group. Previously Vice President -Operations
from June 1994 until December 1996. 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 48, Vice President, Corporate Counsel and
Secretary of the Company since 1984.
Joseph M. Goecke, Age 59, President and Chief Operating Officer -
Valmont Irrigation since August 1993. Vice President -Operations
of the Company's Irrigation Division from 1991 to August 1993.
6
Lewis P. Hays, Age 55, 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 49, Senior Vice President and Chief Financial
Officer. Previously Vice President and Chief Financial Officer of
the Company from January 1994 until December 1996. Vice President
-Finance and Accounting of the Irrigation Division of the Company
from 1990 to January 1994.
E. Robert Meaney, Age 49, 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 54, 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.
Brian C. Stanley, Age 54, Vice President - Investor Relations and
Controller of the Company since January 1994. Vice President and
Treasurer of the Company since 1990.
Mark E. Treinen Age 41, Vice President - Business Development since
January 1994. Director of Business Development of the Company from
1991 until January 1994.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
----------------------------------------------------------------
Matters.
--------
Item 6. Selected Financial Data.
------------------------
7
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 34
5 Stock Market Price and Dividends Declared 30
5 Approximate Number of Shareholders 16 - 17
5&6 Selected Eleven Year Financial Data 16 - 17
7 Management's Discussion and Analysis 10 - 15
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
18 through 29, together with the independent auditors' report on page 31. The
supplemental quarterly financial information is incorporated herein by
reference to page 30 of the Company's Annual Report. The independent
auditors' report for the years ended December 30, 1995 and December 31, 1994
are incorporated herein by reference to exhibit 99 of this Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
---------------------------------------------------------------
Financial Disclosure.
---------------------
None.
PART III
--------
Item 10. Directors and Executive Officers of the Registrant.
---------------------------------------------------
8
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 15 of the Company's Proxy Statement.
PART IV
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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-1.
(a)(3) Exhibits. See exhibit index, incorporated herein by reference.
---------
(b) Reports on Form 8-K. The Company filed no reports on Form 8-K
--------------------
during the past fiscal quarter.
9
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 18 to 31 of the Company's Annual Report to Shareholders for
the year ended December 28, 1996:
Independent Auditors' Reports - 1996 is on page 31
of the annual report. See Exhibit 99 for the
Independent Auditors' Report for 1995 and 1994.
Consolidated Balance Sheets - December 28, 1996 and
December 30, 1995
Consolidated Statements of Operations - Three-Year
Period Ended December 28, 1996
Consolidated Statements of Shareholders' Equity -
Three-Year Period Ended December 28, 1996
Consolidated Statements of Cash Flows - Three-Year
Period Ended December 28, 1996
Notes to Consolidated Financial Statements - Three-
Year Period Ended December 28, 1996
Page
----
Consolidated Financial Statement Schedule
Supporting Consolidated Financial Statement
SCHEDULE II - Valuation and Qualifying Accounts 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-1
10
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENT SCHEDULE
------------------------------------------------------------
To the Board of Directors and Shareholders of
Valmont Industries, Inc.
Valley, Nebraska
We have audited the consolidated financial statements of Valmont Industries,
Inc. and Subsidiaries (the Company) as of December 28, 1996, and for the
year then ended, and have issued our report thereon dated February 7; such
financial statements and report are included in the 1996 Annual Report to
Shareholders of the Company and are incorporated herein by reference. Our
audit also included the 1996 financial statement schedule of the Company
listed in Item 14 of the Form 10-K. This financial statement schedule is
the responsibility of the Company's management. Our responsibility is to
express an opinion based on our audit. In our opinion, such 1996 financial
statement schedule, when considered in relation to the basic consolidated
financial statements taken as a whole, presents fairly in all material
respects the information set forth therein.
DELOITTE & TOUCHE LLP
Omaha, Nebraska
February 7, 1997
F-2
11
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 the related consolidated statements of operations, shareholders' equity
and cash flows for each of the two-year period ended December 30, 1995, as
contained in the 1996 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 1996. In connection with our
audits of the aforementioned consolidated financial statements, we also have
audited the consolidated financial statement schedule for the two-year period
ended December 30, 1995, as listed in the accompanying index. This
consolidated financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
consolidated financial statement schedule based on our audits.
In our opinion, such consolidated financial statement schedule, when considered
in relation to the consolidated financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Omaha, Nebraska
February 16, 1996
F-3
12
Schedule II
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
Valuation and Qualifying Accounts
(Dollars in thousands)
Balance at Charged to Deductions Balance at
beginning profit and from close
of period loss reserves* of period
--------- ---- --------- ---------
Fifty-two weeks ended December 28, 1996 -
Reserve deducted in balance sheet from
the asset to which it applies -
Allowance for doubtful receivables $ 2,941 796 1,438 2,299
======= ===== ===== =====
Fifty-three 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-two 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
======= ===== ===== =====
*The deductions from reserves are net of recoveries.
F-4
13
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 24th day of March,
1997.
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 3/24/97
- -------------------------- Director, President and -----------
Mogens C. Bay Chief Executive Officer Date
(Principal Executive
Officer)
/S/ Terry J. McClain 3/24/97
- -------------------------- Vice President and -----------
Terry J. McClain Chief Financial Officer Date
(Principal Financial
Officer)
/S/ Brian C. Stanley 3/24/97
- -------------------------- 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 * Kenneth E. Stinson*
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 24th day of March, 1997. 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
14
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(a) 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 2(b) Stock Purchase Agreement dated January 3, 1997 between Valmont
Industries, Inc. and Chicago Miniature Lamp, Inc. This document
was filed with the Company's Current Report on Form 8-K dated
January 29, 1997 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 Quarterly Report on Form
10-Q for the quarter ended March 30, 1996 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 28, 1996 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. This
document was filed as Exhibit 10(c) to the Company's Annual
Report on Form 10-K for the fiscal year ended December 30,
1995 and is incorporated herein by reference.
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. This document was filed as
Exhibit 10(e) to the Company's Annual Report on Form 10-K for
the fiscal year ended December 30, 1995 and is incorporated
herein by reference.
15
Exhibit 10(f) - The Valmont Executive Incentive Plan. This document was filed
as Exhibit 10(c) to the Company's Annual Report on Form 10-K
for the fiscal year ended December 30, 1995 and is incorporated
herein by reference.
Exhibit 11 - Statement Regarding Computation of Per Share Earnings...Page 17
Exhibit 13 - The Company's Annual Report to Shareholders
for its fiscal year ended December 28, 1996.............Page 18
Exhibit 21 - Subsidiaries of the Company.............................Page 56
Exhibit 23(a) - Consent of Deloitte and Touche LLP......................Page 57
Exhibit 23(b) - Consent of KPMG Peat Marwick LLP........................Page 58
Exhibit 24 - Power of Attorney.......................................Page 59
Exhibit 27 - Financial Data Schedule.................................Page 60
Exhibit 99 - Independent Auditors' Report of KPMG Peat Marwick LLP...Page 61
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).
16