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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-Q

Commission File Number: 1-31429

Valmont Industries, Inc.

(Registrant’s telephone number, including area code)

           Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes þ          No o

            Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes þ          No o

23,853,719

          Index is located on page 2.

          Total number of pages 20.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

INDEX TO FORM 10-Q

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

See accompanying notes to condensed consolidated financial statements.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

1.     Summary of Significant Accounting Policies

     Condensed Consolidated Financial Statements

      The Condensed Consolidated Balance Sheet as of March 27, 2004 and the Condensed Consolidated Statements of Operations for the thirteen week periods ended March 27, 2004 and March 29, 2003 and the Condensed Consolidated Statements of Cash Flows for the thirteen week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of March 27, 2004 and for all periods presented.

      Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s December 27, 2003 Annual Report to shareholders. The accounting policies and methods of computation followed in these interim financial statements are the same as those followed in the financial statements for the year ended December 27, 2003. The results of operations for the period ended March 27, 2004 are not necessarily indicative of the operating results for the full year.

     Stock Plans

      The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Compensation Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards and bonuses of common stock. At March 27, 2004, 1,419,877 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization.

      Under the plans, the exercise price of each option equals the market price at the time of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three to six years or on the fifth anniversary of the grant. Expiration of grants is from six to ten years from the date of grant.

      The Company accounts for those plans under the recognition and measurement principles of APB Opinion 25, Accounting for Stock Issued to Employees, and related Interpretations. No stock-based compensation cost is reflected in net income, as all options granted under these plans had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the company had applied the fair value recognition provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation, to stock-based employee compensation.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

     Amortized Intangible Assets

      The components of amortized intangible assets at March 27, 2004 and December 27, 2003 are as follows:

      Amortization expense for intangible assets during the first quarter of 2004 and 2003 was $322 and $322, respectively. Estimated amortization expense related to amortized intangible assets is as follows:

Non-amortized intangible assets

      Under the provisions of Statement of Financial Accounting Standards No. 142, intangible assets with indefinite lives are not amortized. The carrying value of the PiRod trade name is $4,750 and has not changed in the thirteen weeks ended March 27, 2004.

Goodwill

      The carrying amount of goodwill as of March 27, 2004 is as follows:

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3.     Cash Flows

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

4. Earnings Per Share

      The following table provides reconciliation between Basic and Diluted earnings per share:

      At March 27, 2004 and March 29, 2003, there were 1.4 million and 0.8 million options outstanding respectively, with exercise prices exceeding the market value of common stock that were therefore excluded from the computation of shares contingently issuable upon exercise of the options.

5.     Comprehensive Income

      Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. Currency translation adjustment is the Company’s only component of other comprehensive income.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      The Company has aggregated its businesses into four reportable segments:

      Engineered Support Structures: This segment consists of the manufacture of engineered metal structures and components for the lighting and traffic, utility, and wireless communication industries, and for other specialty applications;

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

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

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

      In addition to these four reportable segments, the Company has other businesses that individually are not more than 10% of consolidated sales. These businesses, which include wind energy development machine tool accessories and industrial fasteners, are reported in the “Other” category.

      In the first quarter of fiscal 2004, the Company changed its methodology regarding how net corporate expense is reported in segment reporting. Starting in 2004, net corporate expense is reported separately rather than allocating net corporate expense to the respective operating segments. The Company believes this provides for better operating reporting of our segments. Figures for 2003 have been reclassified to conform to the 2004 presentation.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

      On April 16, 2004, the Company completed the acquisition of Newmark International, Inc. (Newmark) for a total purchase price of $106.3 million, plus assumed debt of $10.9 million. The final purchase price (after closing adjustments) and purchase price allocation for the transaction will be competed during subsequent quarters. The funding of the acquisition was made through a combination of a $74.2 drawdown on the Company’s revolving credit facility plus a short-term bridge loan with a bank of $43.0 million. The bridge loan bears interest based on the LIBOR, plus a spread of 175 basis points.

      As a result of the Newmark acquisition and to take advantage of a favorable interest rate environment, the Company refinanced its major long-term credit facilities on May 4, 2004. The refinancing includes $150.0 million in subordinated senior notes and a new $225.0 million bank financing arrangement consisting of a $150.0 million revolving credit facility and a $75.0 million term loan. The proceeds were used to repay the old revolving credit facility, the bridge loan obligation incurred to fund part of the Newmark acquisition and to prepay $79.0 million of promissory notes. The prepaid promissory notes contained yield maintenance provisions that required the Company to pay approximately $11.0 million in addition to the $79.0 million in debt, plus approximately $0.7 million in accrued interest. The senior subordinated notes bear interest at 6.875% per annum and will be due May 1, 2014. The Company may repurchase the notes after five years at specified prepayment premiums and these notes are guaranteed by certain of the Company’s U.S. subsidiaries. The new revolving credit agreement is similar to the Company’s existing revolver, except that the interest accrues at the Company’s option at (a) the higher of the prime lending rate and the Federal Funds rate plus 50 basis points or (b) LIBOR plus a spread of 75 to 175 basis points (inclusive of facility fees) depending on the Company’s ratio of total debt to earnings before taxes, interest, depreciation and amortization (EBITDA). The term loan interest accrues at the Company’s option at (a) the higher of the prime lending rate and the Federal Funds rate plus 50 basis points or (b) LIBOR plus a spread of 75-175 basis points (inclusive of facility fees), depending on the Company’s ratio of total debt to EBITDA, and requires quarterly principal payments beginning in 2005 through 2009. The annualized principal payments beginning in 2005 in millions are: $3.8, $11.2, $18.8, $26.2 and $15.0. The Company believes this new financing structure will provide additional flexibility and capacity at competitive pricing and terms.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART 1. FINANCIAL INFORMATION

      Management’s discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and are subject to uncertainty and changes in circumstances. Future economic and market circumstances, industry conditions, Company performance and financial results, operating efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, actions and policy changes of domestic and foreign governments and other risks described from time to time in the Company’s reports to the Securities and Exchange Commission are examples of factors, among others, that could cause results to differ materially from those described in the forward-looking statements.

      We report our businesses as four reportable segments. See Note 6 to the Condensed Consolidated Financial Statements. In the first quarter of fiscal 2004, we changed our methodology regarding how we report net corporate expense in the segment reporting. Starting in 2004, we are reporting net corporate expense separately rather than allocating net corporate expense to the respective operating segments, as we believe this provides for better operating reporting of our segments. Figures for 2003 have been reclassified to conform to the 2004 presentation.

Results of Operations

      Dollars in thousands, except per share amounts

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