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8-K/A - 8-K/A - VALMONT INDUSTRIES INCa10-14295_18ka.htm
EX-99.1 - EX-99.1 - VALMONT INDUSTRIES INCa10-14295_1ex99d1.htm
EX-23.1 - EX-23.1 - VALMONT INDUSTRIES INCa10-14295_1ex23d1.htm

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

 

The unaudited pro forma condensed combined financial data set forth below gives effect to the acquisition of Delta plc (“Delta”) by Valmont Industries Inc. (“Valmont”) (the “Acquisition”) and the issuance of $300 million of 6.625% senior unsecured notes (the “Notes”) by the application of the pro forma adjustments to the historical consolidated financial statements of Valmont. The unaudited pro forma condensed combined financial data should be read in conjunction with the audited historical consolidated financial statements and notes of Valmont and the accompanying notes to the unaudited pro forma condensed combined financial data.

 

The unaudited pro forma condensed combined balance sheet as of March 27, 2010 gives effect to the Acquisition and the issuance of the Notes as if they had occurred on such date. The unaudited pro forma condensed combined statements of operations gives effect to the Acquisition and the issuance of Notes as if they occurred as of December 28, 2008, the beginning of Valmont’s 2009 fiscal year. The unaudited pro forma condensed combined financial data do not purport to represent what Valmont’s results of operations or financial position would have been if the Acquisition had occurred as of the dates indicated or what such results will be for any future periods. The actual results in the periods following the Acquisition may differ significantly from that reflected in the unaudited pro forma condensed combined financial data for a number of reasons including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma condensed combined financial data and actual amounts, completion of a final valuation of the Acquisition and other reviews, including a valuation of Delta’s fixed assets and intangible assets, evaluation of contingent liabilities and changes in exchange rates. In addition, no adjustments have been made for non-recurring costs related to the Acquisition, including potential upgrades related to information technology integration, accounting migration and other activities necessary to handle financial reporting, tax and regulatory compliance.

 

The unaudited pro forma condensed combined financial data have been prepared giving effect to the Acquisition, which is accounted for as a purchase business combination in accordance with FASB Accounting Standards Codification 805, “Business Combinations.” The total purchase price for Delta was allocated to the net assets based upon preliminary estimates of fair value. The purchase price allocations for the Acquisition are preliminary and further refinements are likely to be made based on the results of final valuations and consideration of fair values.

 

The unaudited pro forma adjustments are based upon available information and certain assumptions that Valmont believes are reasonable, which assumptions are described in the accompanying notes. The unaudited pro forma condensed combined statement of operations excludes certain non-recurring charges that will be incurred in connection with the Acquisition, including an inventory fair value step-up from the Acquisition expected to increase cost of sales by $2.7 million in Valmont’s 2010 fiscal year and transaction costs incurred by Valmont which are expected to increase selling, general and administrative expenses by $14.1 million in Valmont’s 2010 fiscal year.

 

The financial information of Delta plc has been extracted from the historical financial statements of Delta which were prepared in accordance with International Financial Reporting Standards as adopted by the IASB (IFRS) which is a method of accounting different from accounting principles generally accepted in the United States of America (U.S. GAAP) and prepared in pounds sterling. Unaudited adjustments have been made to present the Delta IFRS information under U.S. GAAP. After application of U.S. GAAP adjustments, the pounds sterling amounts have been translated to U.S. dollars using historic exchange rates.

 



 

Unaudited Pro Forma Condensed Combined Balance Sheet

 

As of March 27, 2010

 

 

 

Valmont
Industries,
Inc.
($)

 

Delta plc
(IFRS)
(£)

 

Delta plc
U.S. GAAP
Adjustments
(£)

 

Delta plc
(U.S.
GAAP)
(£)

 

Exchange
Rate
($/£)

 

Delta plc
(U.S. GAAP)
($)

 

Acquisition
and
Purchase
Price
Allocation(8)
($)

 

Pro
Forma
Combined
($)

 

 

 

(amounts in thousands, except per share amounts and exchange rates)

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

109,987

 

135,829

 

 

135,829

 

1.5353

 

208,538

 

 

318,525

 

Restricted cash

 

264,000

 

 

 

 

1.5353

 

 

(264,000

)

 

Receivables, net

 

256,672

 

64,149

 

(1,868

)(1)

62,281

 

1.5353

 

95,620

 

 

352,292

 

Inventories

 

211,679

 

51,737

 

 

51,737

 

1.5353

 

79,432

 

2,687

 

293,798

 

Prepaid expenses

 

20,333

 

 

1,868

(1)

1,868

 

1.5353

 

2,868

 

 

23,201

 

Refundable and current deferred income tax

 

38,104

 

7,889

 

(5,195

)(3)

2,694

 

1.5353

 

4,136

 

 

42,240

 

Total current assets

 

900,775

 

259,604

 

(5,195

)

254,409

 

 

 

390,594

 

(261,313

)

1,030,056

 

Property, plant and equipment, net

 

276,628

 

99,038

 

 

99,038

 

1.5353

 

152,053

 

20,435

 

449,116

 

Goodwill

 

177,443

 

10,019

 

 

10,019

 

1.5353

 

15,382

 

81,501

 

274,326

 

Other intangible assets

 

93,914

 

199

 

 

199

 

1.5353

 

306

 

101,023

 

195,243

 

Investment in MMC

 

 

15,481

 

 

15,481

 

1.5353

 

23,768

 

 

23,768

 

Other assets

 

29,019

 

2,993

 

 

2,993

 

1.5353

 

4,595

 

3,858

 

37,472

 

 

 

1,477,779

 

387,334

 

(5,195

)

382,139

 

 

 

586,698

 

(54,496

)

2,009,981

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

281

 

 

 

 

1.5353

 

 

 

281

 

Notes payable

 

10,442

 

 

 

 

1.5353

 

 

 

10,442

 

Accounts payable

 

114,319

 

52,940

 

 

52,940

 

1.5353

 

81,279

 

 

195,598

 

Accrued expenses

 

106,009

 

6,431

 

 

6,431

 

1.5353

 

9,874

 

 

115,883

 

Dividends payable

 

3,947

 

 

 

 

1.5353

 

 

 

3,947

 

Total current liabilities

 

234,998

 

59,371

 

 

59,371

 

 

 

91,153

 

 

326,151

 

Deferred income taxes

 

49,577

 

7,252

 

(3,232

)(3)

4,020

 

1.5353

 

6,172

 

30,852

 

86,601

 

Long-term debt

 

351,127

 

 

 

 

 

 

 

190,549

 

541,676

 

Pension liability

 

 

65,494

 

 

 

65,494

 

1.5353

 

100,492

 

18,233

 

118,725

 

Other long-term liabilities

 

29,061

 

6,842

 

 

6,842

 

1.5353

 

10,505

 

23,071

 

62,637

 

Shareholder’s equity

 

792,876

 

216,200

 

(1,963

)(4)

214,237

 

1.5353

 

328,916

 

(342,871

)

778,921

 

Non-controlling interest

 

20,140

 

32,215

 

 

32,215

 

1.5353

 

49,460

 

25,670

 

95,270

 

 

 

1,477,779

 

387,334

 

(5,195

)

382,139

 

 

 

586,698

 

(54,496

)

2,009,981

 

 

See accompanying notes to unaudited pro forma condensed combined financial data.

 



 

Unaudited Pro Forma Condensed Combined Statement of Operations

 

Fiscal Year Ended December 26, 2009

 

 

 

Valmont
Industries,
Inc.
($)

 

Delta plc
(IFRS)
(£)

 

Delta plc
U.S. GAAP
Adjustments
(£)

 

Delta plc
(U.S.
GAAP)
(£)

 

Exchange
Rate
($/£)

 

Delta plc
(U.S.
GAAP)
($)

 

Acquisition
and
Purchase
Price
Allocation(8)
($)

 

Pro Forma
Combined
($)

 

 

 

(amounts in thousands, except per share amounts and exchange rates)

 

Net sales

 

1,786,601

 

333,000

 

 

333,000

 

1.56561

 

521,348

 

 

2,307,949

 

Cost of goods sold

 

1,254,587

 

232,000

 

 

232,000

 

1.56561

 

363,222

 

1,879

(5)

1,619,688

 

Gross profit

 

532,014

 

101,000

 

 

101,000

 

 

 

158,126

 

(1,879

)

688,261

 

Selling, general and administrative expenses

 

294,020

 

50,600

 

100

(2)

50,700

 

1.56561

 

79,376

 

8,210

(5)

381,606

 

Operating income

 

237,994

 

50,400

 

(100

)

50,300

 

 

 

78,750

 

(10,089

)

306,655

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(15,760

)

(12,600

)

12,400

(2)

(200

)

1.56561

 

(313

)

(21,085

)(6)

(37,158

)

Interest income

 

1,510

 

3,200

 

 

3,200

 

1.56561

 

5,010

 

 

6,520

 

Other

 

2,340

 

12,500

 

(12,300

)(2)

200

 

1.56561

 

313

 

 

2,653

 

 

 

(11,910

)

3,100

 

100

 

3,200

 

 

 

5,010

 

(21,085

)

(27,985

)

Earnings before taxes

 

226,084

 

53,500

 

 

53,500

 

1.56561

 

83,760

 

(31,174

)

278,670

 

Income tax expense

 

72,894

 

15,300

 

 

15,300

 

1.56561

 

23,954

 

(11,145

)(7)

85,703

 

Earnings from continuing operations before equity in earnings of nonconsolidated subsidiaries and noncontrolling interests

 

153,190

 

38,200

 

 

38,200

 

1.56561

 

59,806

 

(20,029

)

192,967

 

Earnings in nonconsolidated subsidiaries

 

751

 

3,100

 

 

3,100

 

1.56561

 

4,854

 

 

5,604

 

Net earnings from continuing operations

 

153,941

 

41,300

 

 

41,300

 

1.56561

 

64,660

 

(20,029

)

198,571

 

Less: Loss from discontinued operations, net of tax

 

 

(1,600

)

 

 

(1,600

)

1.56561

 

(2,505

)

 

(2,505

)

Less: Earnings attributable to noncontrolling interests

 

(3,379

)

(8,700

)

 

(8,700

)

1.56561

 

(13,621

)

 

(17,000

)

Net earnings attributable to Valmont Industries, Inc.

 

150,562

 

31,000

 

 

31,000

 

1.56561

 

48,534

 

(20,029

)

179,066

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

5.80

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6.90

 

Diluted

 

$

5.73

 

 

 

 

 

 

 

 

 

 

 

 

 

$

6.81

 

Shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

25,951,000

 

 

 

 

 

 

 

 

 

 

 

 

 

25,951,000

 

Diluted

 

26,289,000

 

 

 

 

 

 

 

 

 

 

 

 

 

26,289,000

 

 

See accompanying notes to unaudited pro forma condensed combined financial data.

 



 

Unaudited Pro Forma Condensed Combined Statement of Operations

 

Thirteen Weeks Ended March 27, 2010

 

 

 

Valmont
Industries,
Inc.
($)

 

Delta plc
(IFRS)
(£)

 

Delta plc
U.S. GAAP
Adjustments
(£)

 

Delta plc
(U.S.
GAAP)
(£)

 

Exchange
Rate
($/£)

 

Delta plc
(U.S.
GAAP)
($)

 

Acquisition
and
Purchase
Price
Allocation(8)
($)

 

Pro Forma
Combined
($)

 

 

 

(amounts in thousands, except per share amounts and exchange rates)

 

Net sales

 

367,402

 

82,237

 

 

82,237

 

1.5618

 

128,428

 

 

495,840

 

Cost of goods sold

 

266,672

 

60,377

 

 

60,377

 

1.5618

 

94,297

 

469

(5)

361,438

 

Gross profit

 

100,730

 

21,860

 

 

21,860

 

 

 

34,141

 

(469

)

134,402

 

Selling, general and administrative expenses

 

69,080

 

10,996

 

1,125

(2)

12,121

 

1.5618

 

18,931

 

2,048

(5)

90,059

 

Operating income

 

31,650

 

10,864

 

(1,125

)

9,739

 

 

 

15,210

 

(2,517

)

44,343

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(5,962

)

(1,125

)

1,125

(2)

 

1.5618

 

 

(4,974

)(6)

(10,936

)

Interest income

 

356

 

594

 

 

594

 

1.5618

 

928

 

 

1,284

 

Other

 

(77

)

(128

)

 

(128

)

1.5618

 

(200

)

 

(277

)

 

 

(5,683

)

(659

)

 

466

 

 

 

728

 

(4,974

)

(9,929

)

Earnings before taxes

 

25,967

 

10,205

 

 

10,205

 

1.5618

 

15,938

 

(7,491

)

34,414

 

Income tax expense

 

9,446

 

4,052

 

 

4,052

 

1.5618

 

6,328

 

(2,670

)(7)

13,104

 

Earnings from continuing operations before equity in earnings of nonconsolidated subsidiaries and noncontrolling interests

 

16,521

 

6,153

 

 

6,153

 

1.5618

 

9,610

 

(4,821

)

21,310

 

Earnings in nonconsolidated subsidiaries

 

114

 

504

 

 

504

 

1.5618

 

787

 

 

901

 

Net earnings from continuing operations

 

16,635

 

6,657

 

 

6,657

 

1.5618

 

10,397

 

(4,821

)

22,211

 

Less: Loss from discontinued operations, net of tax

 

 

(23

)

 

 

(23

)

1.5618

 

(36

)

 

(36

)

Less: Earnings attributable to noncontrolling interests

 

(172

)

(1,259

)

 

(1,259

)

1.5618

 

(1,966

)

 

(2,138

)

Net earnings attributable to Valmont Industries, Inc.

 

16,463

 

5,375

 

 

5,375

 

1.5618

 

8,395

 

(4,821

)

20,037

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.63

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.77

 

Diluted

 

$

0.62

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.76

 

Shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

26,031,000

 

 

 

 

 

 

 

 

 

 

 

 

 

26,031,000

 

Diluted

 

26,419,000

 

 

 

 

 

 

 

 

 

 

 

 

 

26,419,000

 

 

See accompanying notes to unaudited pro forma condensed combined financial data.

 



 

Notes to Unaudited Pro Forma Condensed Combined Financial Data

 

(amounts in thousands, except per share amounts and exchange rates)

 

The unaudited pro forma condensed combined financial data have been derived from the financial information of Valmont Industries, Inc. (“Valmont”) and Delta plc (“Delta”). The financial information of Delta was prepared in accordance with International Financial Reporting Standards as adopted by the IASB (IFRS) and in pounds sterling. Adjustments have been made to the Delta information to present it in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) and in U.S. dollars. The Acquisition has been treated as an acquisition with Valmont as the acquirer and Delta as the acquiree, assuming that the Acquisition had been completed on March 27, 2010, for the unaudited pro forma condensed combined balance sheet and December 27, 2008 for the unaudited condensed combined statement of operations.

 

U.S. GAAP adjustments

 

The following reclassification adjustments have been made to align the IFRS financial information of Delta with Valmont’s accounting policies under U.S. GAAP:

 

Note 1—Reclassification to Prepaid Expenses.  Certain prepaid expenses were reclassified from receivables to prepaid expenses to conform with Valmont’s accounting policies under U.S. GAAP.

 

Note 2—Reclassification to Selling, General and Administrative Expenses.  U.S. GAAP requires that expected interest on defined benefit plan liabilities and expected return on defined benefit plan assets be presented in selling, general and administrative expenses rather than in interest expense and investment income.

 

Note 3—Reclassification to Deferred Income Taxes.  U.S. GAAP requires deferred income taxes to be classified as current and non-current based on the nature of the associated asset or liability resulting in the deferred tax whereas they are classified as non-current under IFRS. This resulted in a decrease in “Refundable and current deferred income taxes” and “Deferred income taxes” liability of £5,195.

 

Note 4—Income tax contingencies.  U.S. GAAP requires uncertain income tax positions be provided for where a tax position is not considered to be “more likely than not” sustainable upon audit. As this interpretation does not exist under IFRS, additional liabilities may exist under U.S. GAAP. This item resulted in an increase in “Deferred income taxes” and a decrease to shareholders’ equity of £1,963.

 

Translation from pounds sterling to U.S. dollars

 

The financial information of Delta has been translated from pounds sterling to U.S. dollars:

 

·                  in the unaudited pro forma condensed combined balance sheet using an exchange rate of $1.5353 / £, the exchange rate at which Valmont completed the acquisition in May 2010;

 

·                  in the unaudited pro forma condensed combined statement of operations as of March 27, 2010, using an exchange rate of $1.5618 / £, the average exchange rate from the period of December 31, 2009 through March 27, 2010; and

 

·                  in the unaudited pro forma condensed combined statement of operations for the fiscal year ended December 26, 2009, using an exchange rate of $1.56561 / £, the average Noon Buying Rate announced by the Federal Reserve Bank of New York for the pound sterling during the period presented.

 

Other pro forma adjustments

 

The following entries reflect the pro forma adjustments related to the Acquisition.

 



 

Note 5—Adjustments to Depreciation and Amortization Expense.  The adjustments reflect additional depreciation and amortization expenses associated with the fair market value adjustments to property, plant and equipment (included in cost of goods sold) and finite-lived intangible assets (included in selling, general and administrative expenses):

 

 

 

Year ended

 

Period ended

 

 

 

December 26, 2009

 

March 27, 2010

 

Property, plant and equipment

 

$

1,879

 

$

469

 

Finite-lived intangible assets

 

8,210

 

2,048

 

 

Note 6—Adjustments to Interest Expense.  Adjustments have been made to interest expense as follows:

 

 

 

Year ended

 

Period ended

 

 

 

December 26, 2009

 

March 27, 2010

 

Interest on the $300 million of 6.625% senior unsecured notes due 2020

 

$

19.875

 

$

4,969

 

Less: Interest on borrowings incurred by Valmont related to Acquisition

 

 

(306

)

Pro forma interest on borrowings from Valmont’s revolving credit facility (assuming an average interest rate of 1.60%)

 

860

 

215

 

Amortization of deferred financing costs for the Notes

 

350

 

96

 

 

 

$

21,085

 

$

4,974

 

 

The interest rate on borrowings under Valmont’s revolving credit facility is variable, and is partially dependent on Valmont’s ratio of debt to EBITDA. The $300 million of 6.625% senior unsecured notes were issued in April 2010 to fund a portion of the acquisition of Delta plc.

 

Note 7—Adjustments to Income Tax Expense.  Adjustments have been made to income tax expense. The tax effect of the interest expense adjustment was estimated at a 38.5% tax rate, which is Valmont’s estimated marginal U.S. tax rate. The tax effect of the depreciation and amortization expense adjustment was estimated at 30.0%, which is Delta’s applicable tax rate.

 

Note 8—Adjustment Based Upon Purchase Price Allocation.  The unaudited pro forma condensed combined financial data includes adjustments based upon the preliminary purchase price allocation, and further adjustments may be made based on the completion of the final valuation of the Acquisition and other reviews. The acquisition price of $436,736 was determined using an exchange rate of $1.5353 / £, the exchange rate at which Valmont completed the acquisition, and consists of £284, 463 for the existing ordinary share capital of Delta. Valmont entered into foreign currency hedging transactions with an average exchange rate of $1.5353 / £ to limit its exposure to any exchange rate fluctuation related to the Acquisition. The following table summarizes the net assets acquired from Delta and the pro forma purchase price allocation based on the March 31, 2010 unaudited consolidated financial statements of Delta:

 

Net book value of Delta plc

 

$

328,916

 

Purchase consideration

 

$

436,736

 

Excess purchase price

 

$

107,820

 

 



 

Preliminary allocation of excess purchase price:

 

 

 

Inventory

 

$

2,687

 

Property, plant and equipment

 

20,435

 

Finite-lived intangible assets

 

64,483

 

Trade name

 

36,540

 

Goodwill

 

81,501

 

Pension liability

 

(18,233

)

Other long-term liabilities

 

(23,071

)

Noncontrolling interests

 

(25,670

)

Deferred income taxes

 

(30,852

)

 

 

$

107,820

 

 

The adjustment to the pension liability relates to an adjustment of the present value of Delta’s pension benefit obligations to fair value, reflecting a change from U.S. GAAP liability to funding liability in accordance with purchase accounting requirements.

 

The deferred income taxes adjustment relates to the recognition of deferred income taxes on the differences between financial accounting and income tax bases related to the allocation of excess purchase price to various assets and liabilities.

 

The adjustment to other long-term liabilities relates to the recognition of the fair value of certain contingent liabilities of Delta that reflect Valmont’s assessment of the probability of the outcome of such liabilities.

 

The following table summarizes the debt incurred from the Notes and borrowings from Valmont’s revolving credit facility to finance the Acquisition plus borrowings on the revolving credit facility to finance the fees of $3,858 and costs of $13,955 associated with the Notes and the Acquisition. The Acquisition was funded as follows:

 

Notes issued on April 12, 2010

 

$

300,000

 

Restricted cash

 

264,000

 

Less: Cash paid for Delta ordinary shares

 

(436,736

)

Less: After-tax acquisition and bridge loan costs

 

(13,955

)

Less: Bond issue costs

 

(3,858

)

Repayment of revolving credit agreement borrowings from proceeds of notes

 

$

(109,451

)

 

 

 

 

Notes issued on April 12, 2010

 

$

300,000

 

Repayment of revolving credit agreement borrowings from proceeds of notes

 

(109,451

)

Net increase in long-term debt

 

$

190,549

 

 

Note 9—Delta Dividend Paid in 2010. In April 2010, prior to Valmont’s acquisition, Delta plc paid a dividend of £7,381 (4.8 pence per ordinary share) to the holders of its ordinary shares.