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Houston, Texas March 21, 1997 SERVICE CORPORATION INTERNATIONAL CONSOLIDATED STATEMENT OF INCOME (All common stock and per share data has been restated for a two-for-one common stock split on August 30, 1996) (See notes to consolidated financial statements) SERVICE CORPORATION INTERNATIONAL CONSOLIDATED BALANCE SHEET ASSETS (All common stock data has been restated for a two-for-one common stock split on August 30, 1996) (See notes to consolidated financial statements) SERVICE CORPORATION INTERNATIONAL CONSOLIDATED STATEMENT OF CASH FLOWS (See notes to consolidated financial statements) SERVICE CORPORATION INTERNATIONAL CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (All common stock and per share data has been restated for a two-for-one common stock split on August 30, 1996) (See notes to consolidated financial statements) SERVICE CORPORATION INTERNATIONAL NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) NOTE ONE NATURE OF OPERATIONS The Company is the largest provider of death care services in the world.
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The responsibilities and duties of the Nominating Committee consist of, but are not limited to: developing and periodically reviewing the criteria used to evaluate the suitability of potential candidates for membership on the Board of Directors; identifying and evaluating potential director candidates and submitting to the Board of Directors the candidates for director to be recommended by the Board of Directors for election at each annual meeting and to be added by the Board of Directors at any other times due to expansions to the Board of Directors, director resignations or retirements, and candidates for membership on each committee of the Board of Directors; making recommendations to the Board of Directors regarding the size and composition of the Board of Directors and its committees; and receiving and evaluating any stockholder nominations for directors received in accordance with Article II, Section 12 of the Company's By-laws in the same manner the Nominating Committee would evaluate a nomination received from any other party.
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Our business could be adversely affected by the outcome of the 2015 proxy contest or any future proxy contests and resulting changes to composition of the Board of Directors because it: ●could require us to incur significant legal fees and proxy solicitation expenses; ●may require significant time and attention from management and the board of directors and direct their attention away from our operations; ●could adversely affect our relationships with key business partners; ●could trigger early termination of CEO’s employment agreement with accelerated payments (as further discussed under “Commitments and Contingencies” note of the attached financial statements); ●could result in a potential charge of approximately $150,000 if our Board of Directors were to reconsider and approve the reimbursement to the Shareholder Group for its proxy contest expenses related to the 2015 Annual Stockholders Meeting; ●could result in loss of potential business opportunities; ●could give rise to perceived uncertainties as to our future direction; ●could make it more difficult to attract and retain qualified personnel; and ●could result in individuals being elected to our board of directors to pursue a particular agenda, which may adversely affect our ability to implement our business strategy and create stockholder value.
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The Rights will not be exercisable, and will not be transferable apart from the Common Stock, until the earliest of (i) 10 days following the date (the “Stock Acquisition Date”) of a public announcement that a person or group of affiliated or associated persons (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company, any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or any person who beneficially owned or was known to be the beneficial owner as of the date of the Rights Agreement of 20% or more of the Common Stock outstanding as of the date of the Rights Agreement) has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock (such person or group is referred to as an “Acquiring Person”), (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group (other than the Company, any Subsidiary of the Company, any employee benefit plan of the Company, any person or entity organized, appointed or established by the Company for or pursuant to the terms of any such plan or any person who beneficially owned or was known to be the beneficial owner as of the date of the Rights Agreement of 20% or more of the Company Stock outstanding as of the date of the Rights Agreement of 20% or more of the common Stock outstanding as of the date of the Rights Agreement) beneficially owning 20% or more of such outstanding shares of Common Stock or (iii) 10 business days after the Board of Directors of the Company shall declare any person or entity to be an Adverse Person, upon a determination that such person or entity, alone or together with its affiliates and associates, has become the beneficial owner of an amount of Common Stock which the Board of Directors determines to be substantial (which amount shall in no event be less than 15% of the shares of Common Stock then outstanding) and a determination by at least a majority of the Board of Directors who are not officers of the Company, after reasonable inquiry and investigation, including consultation with such persons as such directors shall deem appropriate, that (a) such beneficial ownership by such person or entity is intended to cause the Company to repurchase the Common Stock beneficially owned by such person or entity or to cause pressure on the Company to take action or enter into a transaction or series of transactions intended to provide such person or entity with short-term financial gain under circumstances where the Board of Directors determines that the best long-term interests of the Company and its stockholders would not be served by taking such action or entering into such transactions or series of transactions at that time, or (b) such beneficial ownership is causing or reasonably likely to cause a material adverse impact (including, but not limited to, impairment of relationships with customers or impairment of the Company’s ability to maintain its competitive position) on the business or prospects of the Company.
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Under the employment agreement, if the President's employment is terminated due to his death, the Company will pay the following amounts to the President's estate: (i) his base salary through the last day of the calendar month in which he dies, (ii) his bonus for the prior year which has been earned but not paid, (iii) his bonus for the then current year of employment prorated for the actual number of days of such year the President is employed during such year (which shall be calculated by assuming that the bonus for such year would be equal to the bonus for the previous year plus an amount equal to the percentage increase in the consumer price index for the prior twelve month period) and (iv) a death benefit in an amount equal to three times the President's then current base salary (including any amount deferred under any deferred compensation plan) plus an amount equal to the most recent bonus awarded to the President, to the extent funded by life insurance policies as provided for in the employment agreement.
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As used herein, “Incumbent Directors” means (a) the individuals who constitute the Board upon the execution of this Agreement and (b) any other director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors then in office which two-thirds includes the employee; (3)the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however that no "Change of Control" shall be deemed to have occurred until the closing of any such transaction; and provided further, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (as hereinabove defined) acquires more than 25% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; (4) the stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company's assets or (5) the Company, in one or a series of transactions, sells all or substantially all of its assets.
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Under the employment agreement, if the President's employment is terminated due to his death, the Company will pay the following amounts to the President's estate: (i) his base salary through the last day of the calendar month in which he dies, (ii) his bonus for the prior year which has been earned but not paid, (iii) his bonus for the then current year of employment prorated for the actual number of days of such year the President is employed during such year (which shall be calculated by assuming that the bonus for such year would be equal to the bonus for the previous year plus an amount equal to the percentage increase in the consumer price index for the prior twelve month period) and (iv) a death benefit in an amount equal to three times the President's then current base salary (including any amount deferred under any deferred compensation plan) plus an amount equal to the most recent bonus awarded to the President, to the extent funded by life insurance policies as provided for in the employment agreement.
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As used herein, “Incumbent Directors” means (a) the individuals who constitute the Board upon the execution of this Agreement and (b) any other director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors then in office which two-thirds includes the employee; (3)the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however that no "Change of Control" shall be deemed to have occurred until the closing of any such transaction; and provided further, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (as hereinabove defined) acquires more than 25% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; (4) the stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company's assets or (5) the Company, in one or a series of transactions, sells all or substantially all of its assets.
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Under the employment agreement, if the President's employment is terminated due to his death, the Company will pay the following amounts to the President's estate: (i) his base salary through the last day of the calendar month in which he dies, (ii) his bonus for the prior year which has been earned but not paid, (iii) his bonus for the then current year of employment prorated for the actual number of days of such year the President is employed during such year (which shall be calculated by assuming that the bonus for such year would be equal to the bonus for the previous year plus an amount equal to the percentage increase in the consumer price index for the prior twelve month period) and (iv) a death benefit in an amount equal to three times the President's then current base salary (including any amount deferred under any deferred compensation plan) plus an amount equal to the most recent bonus awarded to the President, to the extent funded by life insurance policies as provided for in the employment agreement.
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As used herein, “Incumbent Directors” means (a) the individuals who constitute the Board upon the execution of this Agreement and (b) any other director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors then in office which two-thirds includes the employee; (3)the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however that no "Change of Control" shall be deemed to have occurred until the closing of any such transaction; and provided further, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (as hereinabove defined) acquires more than 25% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; (4) the stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company's assets or (5) the Company, in one or a series of transactions, sells all or substantially all of its assets.
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Under the employment agreement, if the President's employment is terminated due to his death, the Company will pay the following amounts to the President's estate: (i) his base salary through the last day of the calendar month in which he dies, (ii) his bonus for the prior year which has been earned but not paid, (iii) his bonus for the then current year of employment prorated for the actual number of days of such year the President is employed during such year (which shall be calculated by assuming that the bonus for such year would be equal to the bonus for the previous year plus an amount equal to the percentage increase in the consumer price index for the prior twelve month period) and (iv) a death benefit in an amount equal to three times the President's then current base salary (including any amount deferred under any deferred compensation plan) plus an amount equal to the most recent bonus awarded to the President, to the extent funded by life insurance policies as provided for in the employment agreement.
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As used herein, “Incumbent Directors” means (a) the individuals who constitute the Board upon the execution of this Agreement and (b) any other director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors then in office which two-thirds includes the employee; (3)the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however that no "Change of Control" shall be deemed to have occurred until the closing of any such transaction; and provided further, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (as hereinabove defined) acquires more than 25% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; (4) the stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company's assets or (5) the Company, in one or a series of transactions, sells all or substantially all of its assets.
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Under the employment agreement, if the President's employment is terminated due to his death, the Company will pay the following amounts to the President's estate: (i) his base salary through the last day of the calendar month in which he dies, (ii) his bonus for the prior year which has been earned but not paid, (iii) his bonus for the then current year of employment prorated for the actual number of days of such year the President is employed during such year (which shall be calculated by assuming that the bonus for such year would be equal to the bonus for the previous year plus an amount equal to the percentage increase in the consumer price index for the prior twelve month period) and (iv) a death benefit in an amount equal to three times the President's then current base salary (including any amount deferred under any deferred compensation plan) plus an amount equal to the most recent bonus awarded to the President, to the extent funded by life insurance policies as provided for in the employment agreement.
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As used herein, “Incumbent Directors” means (a) the individuals who constitute the Board upon the execution of this Agreement and (b) any other director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the Incumbent Directors then in office which two-thirds includes the employee; (3)the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; provided, however that no "Change of Control" shall be deemed to have occurred until the closing of any such transaction; and provided further, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (as hereinabove defined) acquires more than 25% of the combined voting power of the Company’s then outstanding securities shall not constitute a Change in Control of the Company; (4) the stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company's assets or (5) the Company, in one or a series of transactions, sells all or substantially all of its assets.
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The future impact of the COVID-19 pandemic remains highly uncertain, and our business and results of operations, including our net revenues, earnings and cash flows, could continue to be adversely impacted including as a result of: •Risk of future additional temporary closures of our owned and operated retail stores globally as well as the doors owned by our wholesale customers, including third-party retailers and franchise partners; •Decreased foot traffic in retail stores; •Decreased consumer confidence and consumer spending habits, including spending for the merchandise that we sell and negative trends in consumer purchasing patterns due to changes in consumers’ disposable income, credit availability and debt levels; •Decreased wholesale channel sales and increased likelihood of wholesale customer failure; •Increased inventory, inventory write-downs and the sale of excess inventory at discounted prices; •Disruption to the supply chain caused by distribution and other logistical issues; •Decreased productivity due to travel bans, work-from-home policies or shelter-in-place orders; and •A slowdown in the U.S. or global economy and uncertain global economic outlook or a credit crisis.
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Date:January 27, 2021LEVI STRAUSS & CO. (Registrant) By:/s/ HARMIT SINGH Harmit Singh Executive Vice President and Chief Financial Officer (Principal Financial Officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles V. Bergh, Harmit Singh and Seth R. Jaffe, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and either of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Date: January 30, 2020 LEVI STRAUSS & CO. (Registrant) By: /s/ HARMIT SINGH Harmit Singh Executive Vice President and Chief Financial Officer (Principal Financial Officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles V. Bergh, Harmit Singh and Seth R. Jaffe, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and either of them, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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Financial Statements and Supplementary Data Pages (1) Financial Statements: Reports of Independent Registered Public Accounting Firms Consolidated Balance Sheets - March 31, 2020 and 2019 Consolidated Statements of Operations - Years Ended March 31, 2020 and 2019 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - Years Ended March 31, 2020 and 2019 Consolidated Statements of Cash Flows - Years Ended March 31, 2020 and 2019 Notes to Consolidated Financial Statements REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Tel-Instrument Electronics Corp. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of Tel-Instrument Electronics Corp. (the “Company”) as of March 31, 2020, and the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
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Financial Statements and Supplementary Data Pages (1) Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - March 31, 2019 and 2018 Consolidated Statements of Operations - Years Ended March 31, 2019 and 2018 Consolidated Statements of Changes in Stockholders’ Deficit - Years Ended March 31, 2019 and 2018 Consolidated Statements of Cash Flows - Years Ended March 31, 2019 and 2018 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Tel-Instrument Electronics Corp. East Rutherford, New Jersey Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Tel-Instrument Electronics Corp. (the “Company”) and subsidiaries as of March 31, 2019 and 2018, the related consolidated statements of operations, stockholders’ deficit, and cash flows for each of the two years in the period ended March 31, 2019, and the related notes (collectively referred to as the “consolidated financial statements”).
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Financial Statements and Supplementary Data Pages (1) Financial Statements: Report of Independent Registered Public Accounting Firm Consolidated Balance Sheets - March 31, 2018 and 2017 Consolidated Statements of Operations - Years Ended March 31, 2018 and 2017 Consolidated Statements of Changes in Stockholders’ Deficit - Years Ended March 31, 2018 and 2017 Consolidated Statements of Cash Flows - Years Ended March 31, 2018 and 2017 Notes to Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors Tel-Instrument Electronics Corp. East Rutherford, New Jersey Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Tel-Instrument Electronics Corp. (the “Company”) and subsidiaries as of March 31, 2018 and 2017, the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the two years in the period ended March 31, 2018, and the related notes (collectively referred to as the “consolidated financial statements”).
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Financial Statements and Supplementary Data - ------- ------------------------------------------- Pages ----- (1) Financial Statements: Report of Independent Registered Public Accounting Firm 19 Consolidated Balance Sheets - March 31, 2009 and 2008 20 Consolidated Statements of Operations - Years Ended March 31, 2009 and 2008 21 Consolidated Statements of Changes in Stockholders' Equity - Years Ended March 31, 2009 and 2008 22 Consolidated Statements of Cash Flows - Years Ended March 31, 2009 and 2008 23 Notes to Consolidated Financial Statements 24 - 45 (2) Financial Statement Schedule: II - Valuation and Qualifying Accounts 46 Report of Independent Registered Public Accounting Firm - ------------------------------------------------------- The Board of Directors and Stockholders of Tel-Instrument Electronics Corp Carlstadt, New Jersey We have audited the accompanying consolidated balance sheets of Tel-Instrument Electronics Corp and subsidiary (the "Company") as of March 31, 2009 and 2008 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the two years in the period ended March 31, 2009.
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Financial Statements and Supplementary Data - ------- ------------------------------------------- Pages ----- (1) Financial Statements: Report of Independent Registered Public Accounting Firm 16 Consolidated Balance Sheets - March 31, 2008 and 2007 17 Consolidated Statements of Operations - Years Ended 18 March 31, 2008 and 2007 Consolidated Statements of Changes in Stockholders' 19 Equity - Years Ended March 31, 2008 and 2007 Consolidated Statements of Cash Flows - Years Ended 20 March 31, 2008 and 2007 Notes to Consolidated Financial Statements 21- 40 (2) Financial Statement Schedule: II - Valuation and Qualifying Accounts 41 Report of Independent Registered Public Accounting Firm - ------------------------------------------------------- The Board of Directors and Stockholders of Tel-Instrument Electronics Corp Carlstadt, New Jersey We have audited the accompanying consolidated balance sheets of Tel-Instrument Electronics Corp and subsidiary (the "Company") as of March 31, 2008 and 2007 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the two years in the period ended March 31, 2008.
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Income Taxes Income tax (benefit) provision: March 31, March 31, --------- --------- 2008 2007 ---- ---- Current: Federal $ -- $ -- State and local 3,851 3,312 ----------- ----------- Total current tax provision 3,851 3,312 ----------- ----------- Deferred: Federal (137,363) (367,298) State and local (24,240) (100,256) ----------- ----------- Total deferred tax benefit (161,603) (467,554) ----------- ----------- Total benefit $ (157,752) $ (464,242) =========== =========== The components of the Company's deferred taxes at March 31, 2008 and 2007 are as follows: March 31, March 31, --------- --------- 2008 2007 ---- ---- Deferred tax assets: Net operating loss carryforwards & credits $1,062,000 $ 822,000 Discontinued operations 91,000 -- Allowance for doubtful accounts 12,000 14,000 Reserve for inventory obsolescence 111,000 139,000 Inventory capitalization 47,000 78,000 Deferred payroll and accrued interest 20,000 50,000 Vacation accrual 95,000 93,000 Warranty/Enhancement reserve 15,000 8,000 Deferred revenues 40,000 44,000 Non-compete agreement 25,000 27,000 Depreciation 18,000 -- ---------- ---------- Deferred tax asset 1,536,000 1,275,000 Less valuation allowance 104,000 79,000 ---------- ---------- Deferred tax asset, net $1,432,000 $1,196,000 ========== ========== Deferred tax asset - current $ 532,000 $ 396,000 Deferred tax asset - long-term 900,000 800,000 ---------- ---------- Total $1,432,000 $1,196,000 ========== ========== The recognized deferred tax asset is based upon the expected utilization of its benefit from the reversal of tax asset temporary differences.
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Financial Statements and Supplementary Data - ------- ------------------------------------------- Pages ----- (1) Financial Statements: Report of Independent Registered Public Accounting Firm 20 Consolidated Balance Sheets - March 31, 2007 and 2006 21 Consolidated Statements of Operations - Years Ended 22 March 31, 2007, 2006 and 2005 Consolidated Statements of Changes in Stockholders' 23 Equity - Years Ended March 31, 2007, 2006 and 2005 Consolidated Statements of Cash Flows - Years Ended 24 March 31, 2007, 2006 and 2005 Notes to Consolidated Financial Statements 25 - 44 (2) Financial Statement Schedule: II - Valuation and Qualifying Accounts 45 Report of Independent Registered Public Accounting Firm - ------------------------------------------------------- The Board of Directors and Stockholders of Tel-Instrument Electronics Corp Carlstadt, New Jersey We have audited the accompanying consolidated balance sheets of Tel-Instrument Electronics Corp and subsidiary (the "Company") as of March 31, 2007 and 2006 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended March 31, 2007.
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Financial Statements and Supplementary Data Pages ----- (1) Financial Statements: Report of Independent Registered Public Accounting Firm 19 Consolidated Balance Sheets - March 31, 2006 and 2005 20 Consolidated Statements of Operations - Years Ended 21 March 31, 2006, 2005 and 2004 Consolidated Statements of Changes in Stockholders' 22 Equity - Years Ended March 31, 2006, 2005 and 2004 Consolidated Statements of Cash Flows - Years Ended 23 March 31, 2006, 2005 and 2004 Notes to Consolidated Financial Statements 24-46 (2) Financial Statement Schedule: II - Valuation and Qualifying Accounts 47 Report of Independent Registered Public Accounting Firm The Board of Directors and Stockholders of Tel-Instrument Electronics Corp Carlstadt, New Jersey We have audited the accompanying consolidated balance sheets of Tel-Instrument Electronics Corp and subsidiary ("The Company") as of March 31, 2006 and 2005 and the related consolidated statements of operations, stockholders' equity and cash flows for each of the three years in the period ended March 31, 2006.
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/s/ BDO Seidman, LLP Woodbridge, New Jersey May 25, 2006 TEL-INSTRUMENT ELECTRONICS CORP Consolidated Balance Sheets ASSETS March 31, 2006 March 31, 2005 -------------- -------------- Current assets: Cash and cash equivalents $1,934,541 $ 826,959 Accounts receivable, net of allowance for doubtful accounts of $40,994 and $46,206 at March 31, 2006 and 2005, respectively 1,049,578 1,610,519 Inventories, net 2,102,280 2,926,011 Taxes receivable 82,488 125,674 Prepaid expenses and other current assets 138,041 124,946 Deferred income tax benefit 720,082 583,560 ---------- ---------- Total current assets 6,027,010 6,197,669 Equipment and leasehold improvements, net 775,065 844,075 Intangible assets, net -- 326,851 Other assets 314,507 302,135 ---------- ---------- Total assets $7,116,582 $7,670,730 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Convertible note payable - related party - current portion $ 50,000 $ 50,000 Convertible subordinated note payable- related party -- 7,500 Notes payable - other 29,000 58,000 Capitalized lease obligations -- 2,323 Accounts payable 288,525 481,146 Deferred revenues 59,202 88,991 Accrued payroll, vacation pay and payroll withholdings 391,062 353,704 Accrued expenses - related parties 58,059 60,024 Other accrued expenses 848,793 967,990 ---------- ---------- Total current liabilities 1,724,641 2,069,678 Deferred revenues 80,875 80,875 Deferred taxes 43,000 43,000 Convertible note payable - related party 100,000 150,000 ---------- ---------- Total liabilities 1,948,516 2,343,553 ---------- ---------- Commitments Stockholders' equity Common stock, par value $.10 per share, 2,279,381 and 2,187,831 issued and outstanding as of March 31, 2006 and 2005, respectively 227,941 218,786 Additional paid-in capital 4,251,180 4,024,910 Retained earnings 688,945 1,083,481 ---------- ---------- Total stockholders' equity 5,168,066 5,327,177 ========== ========== Total liabilities and stockholders' equity $7,116,582 $7,670,730 ========== ========== The accompanying notes are an integral part of the financial statements TEL-INSTRUMENT ELECTRONICS CORP Consolidated Statements of Operations The accompanying notes are an integral part of the financial statements.
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Accrued Expenses (continued) Other accrued expenses consist of the following: March 31, --------- 2006 2005 ---- ---- Accrued consulting $ 132,332 $ 51,811 Accrued commissions 124,629 178,611 Enhancement liability 350,581 512,956 Accrued - other 241,251 224,612 ---------- ---------- $ 848,793 $ 967,990 ========== ========== The reconciliation of the changes to the enhancement liability (see Note 2, Revenue Recognition) is as follows: Balance at April 1, 2003 $ 441,738 Fiscal 2004 accrual 63,626 ---------- Balance at March 31, 2004 505,364 Fiscal 2005 accrual 29,825 Fiscal 2005 usage (22,233) ---------- Balance at March 31, 2005 512,956 Fiscal 2006 accrual 6,218 Fiscal 2006 usage (168,593) ---------- Balance at March 31, 2006 $ 350,581 ========== Accrued expenses - related parties consists of the following: March 31, --------- 2006 2005 ---- ---- Interest and professional fees to non-employee officer stockholder $ 23,518 $ 32,443 Interest and other expenses due to Company's Chairman/President 34,541 27,581 -------- -------- $ 58,059 $ 60,024 ======== ======== TEL-INSTRUMENT ELECTRONICS CORP Notes To Consolidated Financial Statements (Continued) 7.
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Income Taxes Income tax (benefit) expense: March 31, March 31, March 31, --------- --------- --------- 2006 2005 2004 ---- ---- ---- Current: Federal $ (60,971) $ 24,165 $220,482 State and Local 18,754 53,208 66,401 --------- -------- -------- Total Current Tax Provision (Benefit) (42,217) 77,373 286,883 --------- -------- -------- Deferred: Federal (124,597) (30,048) (47,600) State and Local (21,521) (4,700) (8,400) --------- -------- -------- Total (benefit) expense $(188,335) $ 42,625 $230,883 ========= ======== ======== The components of the Company's deferred taxes at March 31, 2006 and 2005 are as follows: March 31, March 31, --------- --------- 2006 2005 ---- ---- Deferred tax assets: Net operating loss & alternative min tax carryforwards/credits& credits $ 171,000 $ 115,000 Allowance for doubtful accounts 16,000 18,000 Reserve for inventory obsolescence 98,000 68,000 Inventory capitalization 66,000 59,000 Deferred payroll and accrued interest 70,000 94,000 Non-deductible intangible amortization -- (104,000) Vacation accrual 92,000 82,000 Enhancement reserve 154,000 208,000 Deferred revenues 55,000 55,000 Covenant not to compete 30,000 5,000 Depreciation (10,000) (33,000) ---------- ---------- Deferred tax asset 742,000 567,000 Less valuation allowance 65,000 26,000 ---------- ---------- Deferred tax asset, net $ 677,000 $ 541,000 ========== ========== The recognized deferred tax asset is based upon the expected utilization of its benefit from the reversal of tax asset temporary differences.
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Stock Option Plans (continued) As of March 31, 2006, the Company had the following options outstanding: Number of Weighted Average Options Exercisable Options Exercise Remaining Contract Outstanding Price Contract Life (years) At March 31, 2006 ----------- -------- --------------------- ----------------- 2,000 $ 4.2500 4.2 -0- 1,500 4.1900 4.0 300 2,000 4.1000 4.3 -0- 2,000 3.9700 3.9 400 1,500 3.9500 4.9 -0- 1,000 3.8500 5.0 -0- 3,000 3.8500 4.4 -0- 3,000 3.8500 4.1 600 2,000 3.8000 4.3 -0- 2,000 3.8000 4.1 400 15,000 3.7800 4.4 -0- 2,000 3.7600 3.9 400 18,000 3.7500 3.2 7,200 15,000 3.7400 3.7 3,000 1,500 3.7000 4.6 -0- 2,000 3.7000 3.2 400 1,500 3.7000 3.1 600 1,500 3.6200 3.0 600 3,000 3.6000 3.3 600 1,500 3.5800 4.6 -0- 44,000 3.5500 4.9 -0- 2,000 3.5500 3.8 400 1,500 3.5000 4.7 -0- 2,000 3.5000 3.5 400 2,000 3.5000 3.4 400 1,500 3.4900 3.2 300 3,000 3.4000 4.7 -0- 45,250 3.4000 3.7 16,416 2,000 3.4000 3.5 400 1,500 3.3000 4.8 -0- 2,000 3.3000 4.1 400 4,000 3.1900 3.1 1,600 1,500 3.1900 3.0 600 1,500 3.1500 2.9 600 1,500 3.1000 2.8 600 16,000 3.0500 2.8 6,400 2,000 2.9500 3.6 400 1,500 2.9000 2.7 600 1,500 2.850 3.6 300 1,500 2.750 3.4 300 1,500 2.5500 2.7 600 3,000 2.5000 2.2 1,200 40,250 2.4000 2.6 16,100 1,500 2.4000 2.2 600 35,000 2.3100 1.4 21,000 TEL-INSTRUMENT ELECTRONICS CORP Notes To Consolidated Financial Statements (Continued) 15.
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Research and Development costs remained high due to the cost of finalizing the design for the new AN/USM-708 (CRAFT) next generation multi-function test set for the U.S. Navy TEL-INSTRUMENT ELECTRONICS CORP Schedule II - Valuation and Qualifying Accounts Balance Balance at Charged to at Beginning Costs and End of the Description of the Year Expenses Deductions Year Year ended March 31, 2006: Allowance for doubtful Accounts $ 46,206 $ -- $ (5,212) $ 40,994 ======== ======== ======== ======== Allowance for obsolete Inventory $170,640 $122,685 $(50,221) $243,104 ======== ======== ======== ======== Year ended March 31, 2005: Allowance for doubtful Accounts $ 41,598 $ 4,608 $ -- $ 46,206 ======== ======== ======== ======== Allowance for obsolete Inventory $140,898 $ 29,742 $ -- $170,640 ======== ======== ======== ======== Year ended March 31, 2004: Allowance for doubtful Accounts $ 36,598 $ 5,000(1) $ -- $ 41,598 ======== ======== ======== ======== Allowance for obsolete Inventory $112,813 $ 28,085 $ -- $140,898 ======== ======== ======== ======== (1) Amount related to acquired company.
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Accrued Expenses (continued) Other accrued expenses consist of the following: March 31, --------- 2005 2004 ---- ---- Accrued commissions $178,611 $ 48,443 Enhancement liability 512,956 505,364 Accrued - other 276,423 279,442 -------- -------- $967,990 $833,249 ======== ======== The reconciliation of the changes to the enhancement liability (see Note 2) is as follows: Balance at March 31, 2002 $103,945 Fiscal 2003 accrual 337,793 Balance at March 31, 2003 441,738 Fiscal 2004 accrual 63,626 Balance at March 31, 2004 505,364 Fiscal 2005 accrual 29,825 Fiscal 2005 usage (22,233) -------- Balance at March 31, 2005 $512,956 ======== Accrued expenses - related parties consists of the following: March 31, --------- 2005 2004 ---- ---- Interest and professional fees to non-employee officer stockholder $32,443 $ 36,524 Interest and other expenses due to Company's Chairman/President 27,581 93,755 ------- -------- $60,024 $130,279 ======= ======== TEL-INSTRUMENT ELECTRONICS CORP Notes To Consolidated Financial Statements (Continued) 7.
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Stock Option Plans (continued) As of March 31, 2005, the Company had the following options outstanding: Number of Weighted Average Options Exercise Remaining Options Exercisable Outstanding Price Contract Life (years) At March 31, 2005 ----------- ----- --------------------- ----------------- 2,000 $3.9700 4.9 -0- 2,000 3.7600 4.9 -0- 18,000 3.7500 4.2 3,600 15,000 3.7400 4.7 -0- 2,000 3.7000 4.2 400 1,500 3.7000 4.1 300 1,500 3.6200 4.0 300 3,000 3.6000 4.3 -0- 2,000 3.5500 4.8 -0- 2,000 3.5000 4.5 -0- 2,000 3.5000 4.4 -0- 1,500 3.4900 4.2 300 51,250 3.4000 4.7 -0- 2,000 3.4000 4.5 -0- 4,000 3.1900 4.1 800 1,500 3.1900 4.0 300 1,500 3.1500 3.9 300 1,500 3.1000 3.8 300 16,000 3.0500 3.8 3,200 2,000 2.9500 4.6 -0- 1,500 2.9000 3.7 300 1,500 2.850 4.6 -0- 1,500 2.750 4.4 -0- 1,500 2.5500 3.7 300 3,000 2.5000 3.2 1,200 40,750 2.4000 3.6 8,150 1,500 2.4000 3.2 600 35,000 2.3100 2.4 14,000 1,500 2.3000 3.4 300 8,400 2.2800 0.6 8,400 3,000 2.2500 2.2 1,800 1,500 2.2500 3.4 300 3,000 2.2500 2.2 1,200 2,000 2.1500 3.6 400 1,500 2.1000 3.4 300 35,000 2.1000 2.4 14,000 TEL-INSTRUMENT ELECTRONICS CORP Notes To Consolidated Financial Statements (Continued) 15.
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Quarterly Results of Operations (Unaudited) Quarterly consolidated data for the years ended March 31, 2005 and 2004 is as follows: TEL-INSTRUMENT ELECTRONICS CORP Schedule II - Valuation and Qualifying Accounts Balance at Charged to Balance at Beginning Costs and End of Description of Period Expenses Deductions Period - ----------- --------- -------- ---------- ------ Year ended March 31, 2005: Allowance for doubtful Accounts $ 41,598 $ 4,608 $ -- $ 46,206 ======== ======= ====== ======== Allowance for obsolete Inventory $140,898 $29,742 $ -- $170,640 ======== ======= ====== ======== Year ended March 31, 2004 Allowance for doubtful Accounts $ 36,598 $ 5,000(1) $ -- $ 41,598 ======== ======= ====== ======== Allowance for obsolete Inventory $112,813 $28,085 $ -- $140,898 ======== ======= ====== ======== Year ended March 31, 2003 Allowance for doubtful Accounts $ 36,598 $ -- $ -- $ 36,598 ======== ======= ====== ======== Allowance for obsolete Inventory $ 85,313 $27,500 $ -- $112,813 ======== ======= ====== ======== (1) Amount related to acquired company.
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PricewaterhouseCoopers LLP Florham Park, NJ June 13, 2002 TEL-INSTRUMENT ELECTRONICS CORP Balance Sheets ASSETS March 31, 2004 March 31, 2003 -------------- -------------- Current assets: Cash and cash equivalents $1,509,828 $1,680,124 Accounts receivable, net of allowance for doubtful accounts of $41,598 and $36,598 at March 31, 2004 and 2003, respectively 1,266,905 1,966,815 Inventories, net 2,202,143 2,262,147 Taxes Receivable 161,695 -- Prepaid expenses and other current assets 102,039 42,587 Deferred income tax benefit - current 581,348 535,448 ---------- ---------- Total current assets 5,823,958 6,487,121 Equipment and leasehold improvements, net 867,886 726,594 Intangible assets, net 413,047 -- Other assets 287,610 97,462 ---------- ---------- Total assets $7,392,501 $7,311,177 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Convertible note payable - related party - current portion (Note 12) $ 250,000 $ 200,000 Convertible subordinated note - related party 7,500 7,500 Notes payable - other 87,000 -- Capitalized lease obligations - current portion 24,768 28,637 Accounts payable 346,169 503,216 Deferred revenues 44,663 51,203 Accrued payroll, vacation pay and payroll withholdings 333,180 436,630 Accrued expenses - related parties 130,279 115,455 Income taxes payable -- 103,924 Other accrued expenses 833,249 885,669 ---------- ---------- Total current liabilities 2,056,808 2,332,234 Deferred taxes - long term 48,000 -- Convertible note payable - related party -- 50,000 Capitalized lease obligations - excluding current portion -- 21,069 ---------- ---------- Total liabilities 2,104,808 2,403,303 Commitments -- -- Stockholders' equity Common stock, par value $.10 per share, 2,144,151 and 2,135,801 issued and outstanding as of March 31, 2004 and 2003, respectively 214,418 213,583 Additional paid-in capital 3,960,886 3,944,812 Retained earnings 1,112,389 749,479 ---------- ---------- Total stockholders' equity 5,287,693 4,907,874 ---------- ---------- Total liabilities and stockholders' equity $7,392,501 $7,311,177 ========== ========== The accompanying notes are an integral part of the financial statements TEL-INSTRUMENT ELECTRONICS CORP Statements of Income For the years ended March 31, ----------------------------- 2004 2003 2002 ---- ---- ---- Net sales $ 10,704,029 $ 11,861,387 $ 9,731,081 Cost of sales 4,977,537 5,738,729 4,684,147 ------------ ------------ ------------ Gross margin 5,726,492 6,122,658 5,046,934 Operating expenses: Selling, general and administrative 2,976,137 2,803,498 1,858,843 Engineering, research and development 2,152,515 1,601,493 1,521,219 ------------ ------------ ------------ Total operating expenses 5,128,652 4,404,991 3,380,062 ------------ ------------ ------------ Income from operations 597,840 1,717,667 1,666,872 Other income/(expense): Interest income 23,572 48,509 15,103 Interest expense (4,388) (17,832) (52,361) Interest expense - related parties (23,231) (41,558) (43,925) ------------ ------------ ------------ Income before income taxes 593,793 1,706,786 1,585,689 Income tax expense 230,883 702,796 557,999 ------------ ------------ ------------ Net income $ 362,910 $ 1,003,990 $ 1,027,690 ============ ============ ============ Income per common share: Basic $ 0.17 $ 0.47 $ 0.48 ============ ============ ============ Diluted $ 0.16 $ 0.47 $ 0.48 ============ ============ ============ Weighted average number of shares outstanding Basic 2,142,416 2,135,597 2,127,782 ============ ============ ============ Diluted 2,257,575 2,139,681 2,159,986 ============ ============ ============ The accompanying notes are an integral part of the financial statements.
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TEL-INSTRUMENT ELECTRONICS CORP Statements of Cash Flows For the years ended March 31, ----------------------------- 2004 2003 2002 ---- ---- ---- Cash flows from operating activities: Net income $ 362,910 $ 1,003,990 $ 1,027,690 Adjustments to reconcile net income to cash provided by operating activities: Deferred income taxes (56,000) 133,551 462,599 Depreciation 269,658 247,677 210,489 Amortization of intangibles 17,958 Provision for losses on accounts receivable -- -- 25,000 Provision for inventory obsolescence 28,085 27,500 12,517 Changes in assets and liabilities: Decrease (increase) in accounts receivable 780,342 (1,028,966) 301,534 Decrease (increase) in inventories 106,979 192,033 (142,549) Increase in taxes receivable (161,195) -- -- (Increase) decrease in prepaid expenses and other assets (53,036) 17,936 (21,837) (Decrease) increase in accounts payable (211,713) 291,090 (730,047) (Decrease) increase in taxes payable (103,924) 66,568 (25,859) (Decrease) increase in deferred revenues, and other accrued expenses (168,292) (75,811) 259,029 ----------- ----------- ----------- Net cash provided by operating activities 811,772 875,568 1,378,566 ----------- ----------- ----------- Cash flows from investing activities: Additions to equipment and leasehold improvements (238,000) (152,261) (238,603) Acquisition of business, including acquisition costs (545,921) -- -- Increase in cash surrender value of life insurance (17,692) (33,142) (24,083) ----------- ----------- ----------- Net cash used in investing activities (801,613) (185,403) (262,686) ----------- ----------- ----------- Cash flows from financing activities: Proceeds from exercise of warrants and options 16,909 3,090 3,256 Repayment of convertible notes payable -- (100,000) -- Repayment of line of credit -- -- (250,000) Repayment of loan on life insurance policy (172,426) -- -- Repayment of capitalized lease obligations (24,938) (111,322) (104,383) ----------- ----------- ----------- Net cash used in financing activities (180,455) (208,232) (351,127) ----------- ----------- ----------- Net (decrease) increase in cash and cash equivalents (170,296) 481,933 764,753 Cash and cash equivalents, beginning of year 1,680,124 1,198,191 433,438 ----------- ----------- ----------- Cash and cash equivalents, end of year $ 1,509,828 $ 1,680,124 $ 1,198,191 =========== =========== =========== Supplemental information: Taxes paid $ 552,000 $ 488,029 $ 140,314 =========== =========== =========== Interest paid $ 27,252 $ 104,423 $ 69,757 =========== =========== =========== Assets acquired through capitalized leases $ -- $ -- $ 119,240 =========== =========== =========== Notes payable in connection with acquisition of business $ 87,000 $ -- $ -- =========== =========== =========== The accompanying notes are an integral part of the financial statements.
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Income Taxes Income tax expense: March 31, March 31, March 31, --------- --------- --------- 2004 2003 2002 ---- ---- ---- Current: Federal $ 220,482 $ 392,654 $ (1,695) State and Local 66,401 182,508 96,441 --------- --------- --------- Total Current Tax Provision 286,883 575,162 94,746 --------- --------- --------- Deferred: Federal (47,600) 105,981 457,241 State and Local (8,400) 21,653 6,012 --------- --------- --------- Total Expense $ 230,883 $ 702,796 $ 557,999 ========= ========= ========= The components of the Company's deferred taxes at March 31, 2004 and 2003 are as follows: March 31, March 31, --------- --------- 2004 2003 ---- ---- Deferred tax assets: NOL and AMT carryforwards and credits $ 99,000 $ 21,000 Asset reserves 142,000 77,000 Deferred wages and accrued interest 143,000 186,000 Non-deductible intangible (132,000) -- Provision for estimated expenses 275,000 251,000 Other 6,000 -- ---------- --------- Total deferred tax asset $ 533,000 $ 535,000 ========== ========= The recognized deferred tax asset is based upon the expected utilization of its benefit from the reversal of tax asset temporary differences.
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Income Taxes Income tax expense (benefit): March 31, March 31, March 31, 2003 2002 2001 ---- ---- ---- Current: Federal $392,654 $ (1,695) $ 38,955 State and Local 182,508 96,441 59,155 -------- --------- --------- Total Current Tax Provision 575,162 94,746 98,110 -------- --------- --------- Deferred: Federal 105,981 457,241 (397,998) State and Local 21,653 6,012 4,000 -------- --------- --------- Total Expense (Benefit) $702,796 $ 557,999 $(295,888) ======== ========= ========= The components of the Company's deferred taxes at March 31, 2003 and 2002 are as follows: March 31, March 31, 2003 2002 ---- ---- Deferred tax assets: AMT carryforwards and credits $ 21,000 $252,000 Asset reserves 77,000 49,000 Deferred wages and accrued interest 186,000 189,000 Provision for estimated expenses 251,000 179,000 -------- -------- Total deferred tax asset $535,000 $669,000 ======== ======== The recognized deferred tax asset is based upon the expected utilization of its benefit from the reversal of tax asset temporary differences.
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Segment Information (Continued) The table below presents information about reportable segments for the years ending March 31: - ---- Corporate/ Reconciling Government Commercial Items Total ---------- ---------- ---------- ---------- Revenues $7,749,783 $1,981,298 $ -- $9,731,081 Cost of Sales 3,745,720 938,427 -- 4,684,147 ---------- ---------- ---------- ---------- Gross Margin $4,004,063 $1,042,871 $ 5,046,934 ---------- ---------- ---------- Engineering, research, and development 1,521,219 1,521,219 Selling, general, and administrative 1,858,843 1,858,843 Interest expense, net 81,183 81,183 ---------- Income before income taxes $1,585,689 ========== Segment Assets $2,126,717 $ 395,833 $3,461,245 $6,233,572 ========== ========== ========== ========== - ---- Corporate/ Reconciling Government Commercial Items Total ---------- ---------- ---------- ---------- Revenues $4,475,620 $3,033,281 $ -- $7,508,901 Cost of Sales 2,274,152 1,430,420 -- 3,704,572 ---------- ---------- ---------- ---------- Gross Margin $2,201,468 $1,602,861 $ -- $3,804,329 ---------- ---------- ---------- Engineering, research, and development 1,047,305 1,047,305 Selling, general, and administrative 1,622,881 1,622,881 Interest expense, net 95,026 95,026 ---------- Income before income taxes $1,039,117 ========== Segment Assets $1,985,972 $ 630,663 $3,318,011 $5,934,646 ========== ========== ========== ========== - ---- Corporate/ Reconciling Government Commercial Items Total ---------- ---------- ---------- ---------- Revenues $3,172,923 $1,957,859 $ -- $5,130,782 Cost of Sales 1,596,453 893,316 -- 2,489,769 ---------- ---------- ---------- ---------- Gross Margin $1,576,470 $1,064,543 $ -- 2,641,013 ---------- ---------- ---------- Engineering, research, and development 1,051,833 1,051,833 Selling, general, and administrative 1,165,844 1,165,844 Interest expense, net 64,378 64,378 ---------- Income before income taxes $ 358,958 ========== Segment Assets $1,163,321 $ 545,928 $2,223,516 $3,932,765 ========== ========== ========== ========== TEL-INSTRUMENT ELECTRONICS CORP. Notes To Financial Statements (Continued) 14.
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Income Taxes The benefit for income taxes is comprised of the following: March 31, March 31, March 31, 2001 2000 1999 --------- --------- --------- Current: Federal $ 38,955 $ -- $ -- State and Local 59,155 -- -- --------- --------- --------- Total Current Tax Provision $ 98,110 $ -- $ -- ========= ========= ========= Deferred: Federal $(397,998) $(220,595) $ (99,585) State and Local 4,000 (21,000) 2,000 --------- --------- --------- Total Benefit $(295,888) $(241,595) $ (97,585) ========= ========= ========= The components of the Company's deferred taxes at March 31, 2001 and 2000 are as follows: March 31, March 31, 2001 2000 ---------- ---------- Net operating loss carryforwards and credits $ 685,000 $1,090,000 Asset reserves 34,000 22,000 Deferred wages and accrued interest 250,000 190,000 Provision for estimated expenses 163,000 161,000 ---------- ---------- Deferred tax asset 1,132,000 1,463,000 Less, valuation allowance -- 724,901 ---------- ---------- Deferred tax asset $1,132,000 $ 738,099 ========== ========== As of March 31, 2001, the Company has Federal tax net operating loss carryforwards of approximately $1,435,000, which begin to expire in 2004.
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Segment Information (Continued) The table below presents information about reportable segments for the years ending March 31: Reconciling 2001 Government Commercial Items Total - ---- ---------- ---------- ------------ ---------- Revenues $4,475,620 $3,033,281 $ -- $7,508,901 Cost of Sales 2,274,152 1,430,420 -- 3,704,572 ---------- ---------- ----------- ---------- Gross Margin 2,201,468 1,602,861 $3,804,329 Engineering, research, and Development 1,047,305 1,047,305 Selling, general, and administrative 1,622,881 1,622,881 Interest, net (95,026) (95,026) ----------- ----------- Income before income taxes 1,039,117 ========== Segment Assets $1,985,972 $ 630,663 $ 3,318,011 $5,934,646 ========== ========== =========== ========== Reconciling 2000 Government Commercial Items Total - ---- ---------- ---------- ------------ ---------- Revenues $ 3,172,923 $1,957,859 $ -- $5,130,782 Cost of Sales 1,596,453 893,316 -- 2,489,769 ----------- ---------- ----------- ---------- Gross Margin $ 1,576,470 $1,064,543 $2,641,013 Engineering, research, and Development 1,051,833 1,051,833 Selling, general, and administrative 1,165,844 1,165,844 Interest, net (64,378) (64,378) ---------- Income before income taxes $ 358,958 ========== Segment Assets $ 1,163,321 $ 545,928 $ 2,223,516 $3,932,765 =========== =========== =========== ========== Reconciling 1999 Government Commercial Items Total - ---- ---------- ---------- ------------ ---------- Revenues $ 1,730,776 $1,753,723 $ -- $3,484,499 Cost of Sales 838,734 721,258 -- 1,559,992 ----------- ---------- ----------- ---------- Gross Margin $ 892,042 $1,032,465 $1,924,507 Engineering, research, and Development 1,204,007 1,204,077 Selling, general, and administrative 920,547 920,547 Interest, net (44,419) (44,149) ---------- Loss before income taxes $ (244,266) ========== Segment Assets $ 728,497 $ 250,740 $ 1,239,271 $2,218,508 =========== =========== =========== ========== TEL-INSTRUMENT ELECTRONICS CORP. Notes To Financial Statements (Continued) 14.
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Income Taxes The benefit for income taxes is comprised of the following: March 31, March 31, March 31, 2000 1999 1998 --------- --------- --------- Current: Federal $ -- $ -- $ -- State and Local -- -- -- --------- --------- --------- Total Current Benefit $ -- $ -- $ -- ========= ========= ========= Deferred: Federal $(220,595) $ (99,585) $ (8,842) State and Local (21,000) 2,000 (49,877) --------- --------- --------- Total Deferred Benefit $(241,595) $ (97,585) $ (58,719) ========= ========= ========= The components of the Company's deferred taxes at March 31, 2000 and 1999 are as follows: March 31, March 31, 2000 1999 ---------- ----------- Net operating loss carryforwards and credits $1,090,000 $1,275,000 Asset reserves 22,000 18,000 Deferred wages and accrued interest 190,000 142,000 Provision for estimated expenses 161,000 107,000 ---------- ---------- Deferred tax asset 1,463,000 1,542,000 Less, valuation allowance 724,901 1,045,496 ---------- ---------- Deferred tax asset $ 738,099 $ 496,504 ========== ========== As of March 31, 2000, the Company has Federal tax net operating loss carryforwards of approximately $2,741,000, which begin to expire in 2002.
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Income Taxes The benefit for income taxes is comprised of the following: March 31, March 31, March 31, 1999 1998 1997 --------- ---------- ---------- Current: Federal $ -- $ -- $ -- State and Local -- -- -- --------- --------- --------- Total Current Benefit $ -- $ -- $ -- ========= ========= ========== Deferred: Federal $ (99,585) $ (8,842) $(299,000) State and Local 2,000 (49,877) (41,200) --------- --------- --------- Total Deferred Benefit $ (97,585) $ (58,719) $(340,200) ========= ========= ========= The components of the Company's deferred taxes at March 31, 1999 and 1998 are as follows: March 31, March 31, 1999 1998 ---------- ---------- Net operating loss carryforwards and credits $1,275,000 $1,085,000 Asset reserves 18,000 21,000 Deferred wages and accrued interest 142,000 153,000 Provision for estimated expenses 107,000 69,000 ---------- ---------- Deferred tax asset 1,542,000 1,328,000 Less, valuation allowance 1,045,496 929,081 ---------- ---------- Deferred tax asset $ 496,504 $ 398,919 ========== ========== As of March 31, 1999, the Company has Federal tax net operating loss carryforwards of approximately $3,323,000, which begin to expire in 2002.
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12th: If the land and premises lease herein, or of which the leased premises are a part, or any portion thereof, shall be taken under eminent domain or condemnation proceedings, or if suit or other action shall be instituted for the taking or condemnation thereof, or if in lieu of any formal condemnation proceedings or actions, the Landlord shall grant an option to purchase and or shall sell and convey the said premises or any portion thereof, to the governmental or other public authority, agency, body or public utility, seeking to take said land and premises or any portion thereof, then this lease, at the option of the Landlord, shall terminate, and the term hereof shall end as of such date as the Landlord shall fix by notice in writing; and the Tenant shall have no claim or right to claim or be entitled to any portion of any amount which may be awarded as damages or paid as the result of such condemnation proceedings or paid as the purchase price for such option, sale or conveyance in lieu of formal condemnation proceedings; and all rights of the Tenant to damages, if any, are hereby assigned to the Landlord.
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The Tenant shall pay rent during the lease term in accordance with the following schedule: (a) Tenant shall pay rent during the first year of the lease term, commencing August 15, 1998 and ending August 14, 1999, at the rate of $64,193.00 per annum, payable in equal monthly installments of $5,349.42; (b) Tenant shall pay rent during the second year of the lease term, commencing August 15, 1999 and ending August 14, 2000, at the rate of $66,118.79 per annum, payable in equal monthly installments of $5,509.90; (c) Tenant shall pay rent during the third year of the lease term, commencing August 15, 2000 and ending August 14, 2001, at the rate of $68,102.35 per annum, payable in equal monthly installments of $5,675.20; (d) Tenant shall pay rent during the fourth year of the lease term, commencing August 15, 2001 and ending August 14, 2002, at the rate of $70,145.42 per annum, payable in equal monthly installments of $5,845.45; (e) Tenant shall pay rent during the fifth year of the lease term, commencing August 15, 2002 and ending August 14, 2003, at the rate of $72,249.78 per annum, payable in equal monthly installments of $6,020.82; (f) Tenant shall pay rent during the sixth year of the lease term, commencing August 15, 2003 and ending August 14, 2004, at the rate of $74,417.27 per annum, payable in equal monthly installments of $6,201.44; (g) Tenant shall pay rent during the seventh year of the lease term, commencing August 15, 2004 and ending August 14, 2005, at the rate of $76,649.79 per annum, payable in equal monthly installments of $6,387.48; (h) Tenant shall pay rent during the eighth year of the lease term, commencing August 15, 2005 and ending August 14, 2006, at the rate of $78,949.28 per annum, payable in equal monthly installments of $6,579.11; (i) Tenant shall pay rent during the ninth year of the lease term, commencing August 15, 2006 and ending August 14, 2007, at the rate of $81,317.76 per annum, payable in equal monthly installments of $6,776.48; (j) Tenant shall pay rent during the tenth year of the lease term, commencing August 15, 2007 and ending August 14, 2008, at the rate of $83,757.29 per annum, payable in equal monthly installments of $6,979.77.
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Date Signature Title June 26, 2014 /s/ Lee D. Rudow President and Chief Executive Officer Lee D. Rudow (Principal Executive Officer) June 26, 2014 /s/ John J. Zimmer Senior Vice President of Finance and John J. Zimmer Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) June 26, 2014 /s/ Charles P. Hadeed Executive Chairman of the Board of Directors Charles P. Hadeed June 26, 2014 /s/ Francis R. Bradley Director Francis R. Bradley June 26, 2014 /s/ Richard J. Harrison Director Richard J. Harrison June 26, 2014 /s/ Paul D. Moore Director Paul D. Moore June 26, 2014 /s/ Harvey J. Palmer Director Harvey J. Palmer June 26, 2014 /s/ Angela J. Panzarella Director Angela J. Panzarella June 26, 2014 /s/ Alan H. Resnick Director Alan H. Resnick June 26, 2014 /s/ Carl E. Sassano Director Carl E. Sassano June 26, 2014 /s/ John T. Smith Director John T. Smith INDEX TO EXHIBITS (10) Material contracts 10.12 Lease Addendum between Gallina Development Corporation and Transcat, Inc., dated June 2, 2008, is incorporated herein by reference from Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008.
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TRANSMATION, INC. By: /s/ Eric W. McInroy By: /s/ Robert G. Klimasewski - ----------------------------------- ---------------------------------- Eric W. McInroy Robert G. Klimasewski President & Chief Executive Officer Chairman of the Board of Directors (Principal Executive Officer) Date: 6/21/99 Date: 6/21/99 - ----------------------------------- ---------------------------------- By: /s/ Angelo J. Chiarella By: /s/ John W. Oberlies - ----------------------------------- ---------------------------------- Angelo J. Chiarella, Director John W. Oberlies, Director Date: 6/21/99 Date: 6/21/99 - ----------------------------------- ---------------------------------- By: /s/ E. Lee Garelick By: /s/ Harvey J. Palmer - ----------------------------------- ---------------------------------- E. Lee Garelick, Director Dr. Harvey J. Palmer, Director Date: 6/25/99 Date: 6/21/99 - ----------------------------------- ---------------------------------- By: /s/ Nancy D. Hessler By: - ----------------------------------- ---------------------------------- Nancy D. Hessler, Director Arthur M. Richardson, Director Date: 6/21/99 Date: - ----------------------------------- ---------------------------------- By: /s/ Cornelius J. Murphy By: /s/ John A. Misiaszek - ----------------------------------- ---------------------------------- Cornelius J. Murphy, Director John A. Misiaszek Vice President, Finance (Principal Financial Officer and Principal Accounting Officer) Date: 6/21/99 Date: 6/21/99 - ----------------------------------- ----------------------------------
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TRANSMATION, INC. By: /s/ Robert G. Klimasewski By: /s/ Cornelius J. Murphy - ----------------------------------- ---------------------------------- Robert G. Klimasewski Cornelius J. Murphy President & Chief Executive Officer Chairman of the Board of Directors (Principal Executive Officer) Date: June 16, 1998 Date: June 16, 1998 - ----------------------------------- ---------------------------------- By: /s/ Angelo J. Chiarella By: /s/ Harvey J. Palmer - ----------------------------------- ---------------------------------- Angelo J. Chiarella, Director Dr. Harvey J. Palmer, Director Date: June 16, 1998 Date: June 16, 1998 - ----------------------------------- ---------------------------------- By: /s/ E. Lee Garelick By: /s/ Arthur M. Richardson - ----------------------------------- ---------------------------------- E. Lee Garelick, Director Arthur M. Richardson, Director Date: June 16, 1998 Date: June 16, 1998 - ----------------------------------- ---------------------------------- By: /s/ Nancy D. Hessler By: - ----------------------------------- ---------------------------------- Nancy D. Hessler, Director Philip P. Schulp, Director Date: June 16, 1998 Date: June 16, 1998 - ----------------------------------- ---------------------------------- By: /s/ John W. Oberlies By: /s/ John A. Misiaszek - ----------------------------------- ---------------------------------- John W. Oberlies, Director John A. Misiaszek Vice President, Finance (Principal Financial Officer and Principal Accounting Officer) Date: June 16, 1998 Date: June 16, 1998 - ----------------------------------- ----------------------------------
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TRANSMATION, INC. By: /s/ Robert G. Klimasewski By: /s/ Cornelius J. Murphy - --------------------------------------- ----------------------------------- Robert G. Klimasewski Cornelius J. Murphy President & Chief Executive Officer Chairman of the Board of Directors (Principal Executive Officer) Date: June 19, 1997 Date: June 19, 1997 - --------------------------------------- ----------------------------------- By: /s/ Angelo J. Chiarella By: /s/ Harvey J. Palmer - --------------------------------------- ----------------------------------- Angelo J. Chiarella, Director Dr. Harvey J. Palmer, Director Date: June 19, 1997 Date: June 19, 1997 - --------------------------------------- ----------------------------------- By: /s/ E. Lee Garelick By: /s/ Arthur M. Richardson - --------------------------------------- ----------------------------------- E. Lee Garelick, Director Arthur M. Richardson, Director Date: June 19, 1997 Date: June 19, 1997 - --------------------------------------- ----------------------------------- By: /s/ Nancy D. Hessler By: /s/ Philip P. Schulp - --------------------------------------- ----------------------------------- Nancy D. Hessler, Director Philip P. Schulp, Director Date: June 19, 1997 Date: June 19, 1997 - --------------------------------------- ----------------------------------- By: /s/ John W. Oberlies By: /s/ John A. Misiaszek - --------------------------------------- ----------------------------------- John W. Oberlies, Director John A. Misiaszek Vice President, Finance (Principal Financial Officer and Principal Accounting Officer) Date: June 19, 1997 Date: June 19, 1997 - --------------------------------------- -----------------------------------
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TRANSMATION, INC. By: /s/ Robert G. Klimasewski By: - ------------------------------------ -------------------------------- Robert G. Klimasewski Cornelius J. Murphy President & Chief Executive Officer Chairman of the Board of Directors (Principal Executive Officer) Date: 6/24/96 Date: - ------------------------------------ -------------------------------- By: /s/ Philip P. Schulp By: /s/ Arthur M. Richardson - ------------------------------------ -------------------------------- Philip P. Schulp, Director Arthur M. Richardson, Director Date: 6/24/96 Date: 6/24/96 - ------------------------------------ -------------------------------- By: By: - ------------------------------------ -------------------------------- Angelo J. Chiarella, Director E. Lee Garelick, Director Date: Date: - ------------------------------------ -------------------------------- By: /s/ Gerald R. Katz By: - ------------------------------------ -------------------------------- Gerald R. Katz, Director Dr. Harvey J. Palmer, Director Date: 6/24/96 Date: - ------------------------------------ -------------------------------- By: /s/ John W. Oberlies By: /s/ John A. Misiaszek - ------------------------------------ -------------------------------- John W. Oberlies, Director John A. Misiaszek Vice President, Finance (Principal Financial Officer and Principal Accounting Officer) Date: 6/27/96 Date: 6/26/96 - ------------------------------------ --------------------------------
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Code of Ethics and amendments thereto: filed herewith Subsidiaries of the Company: Name Jurisdiction of Incorporation Name Under Which it does Business Dieselite Corporation (Inactive) Delaware N/A UNITED-GUARDIAN, INC. P: Indicates a paper filing UNITED-GUARDIAN, INC. (For the years ended December 31, 2019 and 2018) Page Reports of Independent Registered Public Accounting Firms & Financial Statements Statements of Income Balance Sheets & Statements of Stockholders' Equity Statements of Cash Flows Notes to Financial Statements - UNITED-GUARDIAN, INC. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Baker, Tilly, Virchow & Krause, LLP: To the shareholders and the board of directors of United-Guardian, Inc.: Opinion on the Financial Statements We have audited the accompanying balance sheet of United-Guardian, Inc. (the "Company") as of December 31, 2019, the related statement of income, stockholders' equity, and cash flows, for the period ended December 31, 2019, and the related notes (collectively referred to as the "financial statements").
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UNITED-GUARDIAN, INC. EXHIBIT INDEX Name Jurisdiction of Incorporation Name Under Which it does Business Dieselite Corporation (Inactive) Delaware N/A UNITED-GUARDIAN, INC. P: Indicates a paper filing UNITED-GUARDIAN, INC. (For the years ended December 31, 2018 and 2017) Page Report of Independent Registered Public Accounting Firm Financial Statements Statements of Income Statements of Comprehensive Income Balance Sheets - Statements of Stockholders' Equity Statements of Cash Flows Notes to Financial Statements - UNITED-GUARDIAN, INC. REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of United-Guardian, Inc. Hauppauge, New York Opinion on the Financial Statements We have audited the accompanying balance sheets of United-Guardian, Inc. (the Company) as of December 31, 2018 and 2017, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2018, and the related notes (collectively referred to as the financial statements).
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Our significant business expansions during the past five years include the following (including the segment where the business reports): •Acquisition of the remaining 30% not previously owned of IGC Galvanizing Industries (M) Sdn Bhd (Coatings) •Acquisition of 5.2% of the remaining 10% not previously owned of Valmont SM (Utility) •Acquisition of a highway safety business (Aircon) that manufactures guardrails, structural metal products, and solar structural products in India (ESS) •Acquisition of an integrator of prepackaged pump stations (Irrigation) •Acquisition of a worldwide provider of parts for agricultural irrigation equipment, Irrigation Components International (ICI), located in the United States (Irrigation) •Acquisition of an engineering and manufacturer of overhead sign structures (Walpar) located in Southeast United States (ESS) •Acquisition of 75% of a provider of engineered solar tracker solutions (Convert Italia SpA) headquartered in Italy (Utility) •Acquisition of a steel lattice structures producer located in India (Utility) •Acquisition of a galvanizing business located in New Zealand (Coatings) •Acquisition of a wireless communication concealment solutions provider (Larson Camouflage) headquartered in Arizona (ESS) •Acquisition of the remaining 4.8% not previously owned of Valmont SM (Utility) •Acquisition of a galvanizing business located in Texas (Coatings) •Acquisition of a manufacturer and distributor of wireless site components and safety products in Florida (ESS) •Acquisition of the remaining 49% not previously owned of AgSense LLC (Irrigation) •Acquisition of 55% of a provider of solar solutions for Agriculture (Solbras) located in Brazil (Irrigation) In 2018, the Company divested of Donhad, a grinding media producer in Australia.
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The following factors increase the cost and reduce the availability of these commodities: •increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and lengthen the time it takes to receive these commodities from suppliers; •lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times; •increased cost of major inputs, such as scrap steel, coke, iron ore and energy; •fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and •international trade disputes, import duties, tariffs, and quotas, since we import some steel and aluminum finished components/products for various product lines.
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Accordingly, our foreign business operations and our foreign sales and profits are subject to the following potential risks: •political and economic instability, resulting in the reduction of the value of, or the loss of, our investment; •recessions in economies of countries in which we have business operations, decreasing our international sales; •natural disasters and public health issues in our geographic markets, negatively impacting our workforce, manufacturing capability, and sales; •difficulties and costs of staffing and managing our foreign operations, increasing our foreign operating costs and decreasing profits; •potential violation of local laws or unsanctioned management actions that could affect our profitability or ability to compete in certain markets; •difficulties in enforcing our rights outside the United States for patents on our manufacturing machinery, poles and irrigation designs; •increases in tariffs, export controls, taxes and other trade barriers reducing our international sales and our profit on these sales; and •acts of war or terrorism.
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Our level of indebtedness could have important consequences, including: •our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements and could result in an event of default under the agreements governing our indebtedness; •a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; •our ability to obtain additional financing in the future may be impaired; •we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; •our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and •our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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Our significant business expansions during the past five years include the following (including the segment where the business reports): • Acquisition of a galvanizing business located in Hammonton, New Jersey (Coatings) • Acquisition of the remaining 30% not previously owned of IGC Galvanizing Industries (M) Sdn Bhd (Coatings) • Acquisition of 5.2% of the remaining 10% not previously owned of Valmont SM (Utility) • Acquisition of a highway safety business (Aircon) that manufactures guardrails, structural metal products, and solar structural products in India (ESS) • Acquisition of an integrator of prepackaged pump stations (Irrigation) • Acquisition of a worldwide provider of parts for agricultural irrigation equipment, Irrigation Components International (ICI), located in the United States (Irrigation) • Acquisition of an engineering and manufacturer of overhead sign structures (Walpar) located in Southeast United States (ESS) • Acquisition of 75% of a provider of engineered solar tracker solutions (Convert Italia SpA) headquartered in Italy (Utility) • Acquisition of a steel lattice structures producer located in India (Utility) • Acquisition of a galvanizing business located in New Zealand (Coatings) • Acquisition of a wireless communication concealment solutions provider (Larson Camouflage) headquartered in Arizona (ESS) • Acquisition of the remaining 4.8% not previously owned of Valmont SM (Utility) • Acquisition of a galvanizing business located in Texas (Coatings) • Acquisition of a manufacturer and distributor of wireless site components and safety products in Florida (ESS) In 2018, the Company divested of Donhad, a grinding media producer in Australia.
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The following factors increase the cost and reduce the availability of these commodities: • increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and lengthen the time it takes to receive these commodities from suppliers; • lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times; • increased cost of major inputs, such as scrap steel, coke, iron ore and energy; • fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and • international trade disputes, import duties, tariffs, and quotas, since we import some steel and aluminum finished components/products for various product lines.
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Accordingly, our foreign business operations and our foreign sales and profits are subject to the following potential risks: • political and economic instability, resulting in the reduction of the value of, or the loss of, our investment; • recessions in economies of countries in which we have business operations, decreasing our international sales; • natural disasters and public health issues in our geographic markets, negatively impacting our workforce, manufacturing capability, and sales; • difficulties and costs of staffing and managing our foreign operations, increasing our foreign operating costs and decreasing profits; • potential violation of local laws or unsanctioned management actions that could affect our profitability or ability to compete in certain markets; • difficulties in enforcing our rights outside the United States for patents on our manufacturing machinery, poles and irrigation designs; • increases in tariffs, export controls, taxes and other trade barriers reducing our international sales and our profit on these sales; and • acts of war or terrorism.
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Our level of indebtedness could have important consequences, including: • our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements and could result in an event of default under the agreements governing our indebtedness; • a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; • our ability to obtain additional financing in the future may be impaired; • we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; • our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and • our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 28, 2019 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (22) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 29, 2018 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (22) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (22) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 28, 2019 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (22) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 29, 2018 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (22) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (22) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 28, 2019 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (22) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 29, 2018 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (22) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 28, 2019 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (22) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 29, 2018 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (22) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2019 (Dollars in thousands, except per share amounts) (23) QUARTERLY FINANCIAL DATA (Unaudited) Earnings per share are computed independently for each of the quarters.
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Our significant business expansions during the past five years include the following (including the segment where the business reports): • Acquisition of 90% of a manufacturer of heavy complex steel structures (Valmont SM) with two manufacturing locations in Denmark (Utility) • Acquisition of a 51% ownership stake in AgSense, which provides farmers with remote monitoring equipment for their pivots and entire farming operation (Irrigation) • Acquisition of a manufacturer of fiberglass composite support structures with two manufacturing locations in South Carolina (ESS) • Acquisition of a galvanizing business located in Hammonton, New Jersey (Coatings) • Acquisition of the remaining 30% not previously owned of IGC Galvanizing Industries (M) Sdn Bhd (Coatings) • Acquisition of 5.2% of the remaining 10% not previously owned of Valmont SM (Utility) • Acquisition of a highway safety business (Aircon) that manufactures guardrails, structural metal products, and solar structural products in India (ESS) • Acquisition of a integrator of prepackaged pump stations (Irrigation) • Acquisition of a worldwide provider of parts for agricultural irrigation equipment, Irrigation Components International (ICI), located in the United States (Irrigation) • Acquisition of an engineering and manufacturer of overhead sign structures (Walpar) located in Southeast United States (ESS) • Acquisition of 75% of a provider of engineered solar tracker solutions (Convert Italia SpA) headquartered in Italy (Utility) • Acquisition of a steel lattice structures producer located in India (Utility) • Acquisition of a galvanizing business located in New Zealand (Coatings) In 2018, the Company divested of Donhad, a grinding media producer in Australia.
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The following factors increase the cost and reduce the availability of these commodities: • increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and lengthen the time it takes to receive these commodities from suppliers; • lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times; • increased cost of major inputs, such as scrap steel, coke, iron ore and energy; • fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and • international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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Our level of indebtedness could have important consequences, including: • our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements and could result in an event of default under the agreements governing our indebtedness; • a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; • our ability to obtain additional financing in the future may be impaired; • we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; • our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and • our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 29, 2018 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (21) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (21) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (21) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 29, 2018 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (21) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (21) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (21) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 29, 2018 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (21) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (21) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 29, 2018 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (21) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (21) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2018 (Dollars in thousands, except per share amounts) (22) QUARTERLY FINANCIAL DATA (Unaudited) Earnings per share are computed independently for each of the quarters.
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Ltd (Irrigation) • Acquisition of a distributor holding proprietary intellectual property for products serving the highway safety market located in New Zealand (ESS) • Acquisition of 90% of a manufacturer of heavy complex steel structures (Valmont SM) with two manufacturing locations in Denmark (Utility) • Acquisition of a 51% ownership stake in AgSense, which provides farmers with remote monitoring equipment for their pivots and entire farming operation (Irrigation) • Acquisition of a manufacturer of fiberglass composite support structures with two manufacturing locations in South Carolina (ESS) • Acquisition of a galvanizing business located in Hammonton, New Jersey (Coatings) • Acquisition of the remaining 30% not previously owned of IGC Galvanizing Industries (M) Sdn Bhd (Coatings) • Acquisition of 5.2% of the remaining 10% not previously owned of Valmont SM (Utility) • Acquisition of a highway safety business (Aircon) that manufactures guardrails, structural metal products, and solar structural products in India (ESS) There have been no significant divestitures of businesses in the past five years.
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The following factors increase the cost and reduce the availability of these commodities: • increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and lengthen the time it takes to receive these commodities from suppliers; • lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times; • increased cost of major inputs, such as scrap steel, coke, iron ore and energy; • fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and • international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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Our level of indebtedness could have important consequences, including: • our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements and could result in an event of default under the agreements governing our indebtedness; • a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; • our ability to obtain additional financing in the future may be impaired; • we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; • our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and • our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 30, 2017 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 30, 2017 (Dollars in thousands, except per share amounts) (21) QUARTERLY FINANCIAL DATA (Unaudited) Earnings per share are computed independently for each of the quarters.
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The following factors increase the cost and reduce the availability of these commodities: • increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and lengthen the time it takes to receive these commodities from suppliers; • lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times; • increased cost of major inputs, such as scrap steel, coke, iron ore and energy; • fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and • international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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Our level of indebtedness could have important consequences, including: • our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; • a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; • our ability to obtain additional financing in the future may be impaired; • we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; • our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and • our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 27, 2014 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 27, 2014 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 31, 2016 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 27, 2014 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2016 (Dollars in thousands, except per share amounts) (21) QUARTERLY FINANCIAL DATA (Unaudited) Earnings per share are computed independently for each of the quarters.
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The following factors increase the cost and reduce the availability of these commodities: • increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and lengthen the time it takes to receive these commodities from suppliers; • lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times; • increased cost of major inputs, such as scrap steel, coke, iron ore and energy; • fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and • international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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Our level of indebtedness could have important consequences, including: • our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; • a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; • our ability to obtain additional financing in the future may be impaired; • we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; • our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and • our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 27, 2014 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 28, 2013 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 27, 2014 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 28, 2013 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 27, 2014 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 26, 2015 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 27, 2014 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year ended December 28, 2013 VALMONT INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2015 (Dollars in thousands, except per share amounts) 21) QUARTERLY FINANCIAL DATA (Unaudited) Earnings per share are computed independently for each of the quarters.
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The following factors increase the cost and reduce the availability of these commodities: • increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and lengthen the time it takes to receive these commodities from suppliers; • lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times; • increased cost of major inputs, such as scrap steel, coke, iron ore and energy; • fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and • international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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Our level of indebtedness could have important consequences, including: • our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; • a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; • our ability to obtain additional financing in the future may be impaired; • we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; • our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and • our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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Changes in the PBO and Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (16) DEFINED BENEFIT RETIREMENT PLAN (Continued) fair value of plan assets for the pension plan for the period from December 29, 2012 to December 28, 2013 were as follows: Changes in the PBO and fair value of plan assets for the pension plan for the period from December 28, 2013 to December 27, 2014 were as follows: Pre-tax amounts recognized in accumulated other comprehensive income (loss) as of December 27, 2014 and December 28, 2013 consisted of actuarial gains (losses): Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (16) DEFINED BENEFIT RETIREMENT PLAN (Continued) The estimated amount to be amortized from accumulated other comprehensive income into net periodic benefit cost in 2015 is $0.
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Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 27, 2014 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 28, 2013 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 27, 2014 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 28, 2013 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS For the Year ended December 27, 2014 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS For the Year ended December 28, 2013 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 27, 2014 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 28, 2013 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended Balance at December 27, 2014 (Dollars in thousands, except per share amounts) (20) QUARTERLY FINANCIAL DATA (Unaudited) Earnings per share are computed independently for each of the quarters.
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The following factors increase the cost and reduce the availability of these commodities: •increased demand, which occurs when we and other industries require greater quantities of these commodities, which can result in higher prices and lengthen the time it takes to receive these commodities from suppliers; •lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times; •increased cost of major inputs, such as scrap steel, coke, iron ore and energy; •fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and •international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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Our level of indebtedness could have important consequences, including: •our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; •a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; •our ability to obtain additional financing in the future may be impaired; •we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; •our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and •our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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The following is a reconciliation of the columns affected for 2011 and 2012: Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 28, 2013 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 31, 2011 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 28, 2013 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 31, 2011 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 28, 2013 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 28, 2013 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2011 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 28, 2013 (Dollars in thousands, except per share amounts) (20) QUARTERLY FINANCIAL DATA (Unaudited) Earnings per share are computed independently for each of the quarters.
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Our significant business expansions during the past five years include the following (including the segment where the business reports): •Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Canada (EIP) •Acquisition of the assets of a manufacturer of utility and wireless communication poles in Hazelton, Pennsylvania (Utility) •Acquisition of the assets of a wireless communication components distributor headquartered on Long Island, New York (EIP) •Acquisition of the assets of a materials analysis, testing and inspection services business in Pittsburgh, Pennsylvania (Utility) •Acquisition of the assets of a hot-dipped galvanizing operation located near Louisville, Kentucky (Coatings) •Acquisition of Stainton Metals, a steel lighting structure manufacturer located in England (EIP) •Acquisition of Delta plc, a publicly-traded company headquartered in the United Kingdom that manufactures and distributes steel engineered products, provides galvanizing services and manufactures steel forged grinding media and electrolytic manganese dioxide (EIP, Coatings, Other) •Acquisition of the remaining 40% not previously owned of Donhad Pty.
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The following factors increase the cost and reduce the availability of steel, aluminum and zinc for us: •increased demand, which occurs when other industries purchase greater quantities of these commodities at times when we require more steel, aluminum and zinc for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers; •increased freight costs, because our manufacturing sites are usually not located near the major steel, aluminum and zinc manufacturers; •lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times to acquire material; •lower inventory levels at suppliers when major steel users, such as the automobile manufacturers, increase their orders, which can reduce available inventory for us to meet our requirements; •increased cost of major inputs, such as scrap steel, coke, iron ore and energy; •fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and •international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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Our level of indebtedness could have important consequences, including: •our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; •a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; •our ability to obtain additional financing in the future may be impaired; •we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; •our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and •our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 31, 2011 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 25, 2010 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 31, 2011 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Year ended December 25, 2010 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 31, 2011 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 29, 2012 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2011 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 25, 2010 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 29, 2012 (Dollars in thousands, except per share amounts) (19) QUARTERLY FINANCIAL DATA (Unaudited) Earnings per share are computed independently for each of the quarters.
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Our significant business expansions during the past five years include: •Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Kangasniemi, Finland •Acquisition of certain assets of a galvanizing operation located in Salina, Kansas •Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Canada •Acquisition of the assets of a manufacturer of utility and wireless communication poles in Hazelton, Pennsylvania •Acquisition of the assets of a wireless communication components distributor headquartered on Long Island, New York •Acquisition of the assets of a materials analysis, testing and inspection services business in Pittsburgh, Pennsylvania •Formation of a 51% owned joint venture to manufacture steel structures in Turkey •Acquisition of the assets of a hot-dipped galvanizing operation located near Louisville, Kentucky •Acquisition of Stainton Metals, a steel lighting structure manufacturer located in England •Acquisition of Delta plc, a publicly-traded company headquartered in the United Kingdom that manufactures and distributes steel engineered products, provides galvanizing services and manufactures steel forged grinding media and electrolytic manganese dioxide •Acquisition of the remaining 40% not previously owned of Donhad Pty.
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The following factors increase the cost and reduce the availability of steel, aluminum and zinc for us: •increased demand, which occurs when other industries purchase greater quantities of these commodities at times when we require more steel, aluminum and zinc for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers; •increased freight costs, because our manufacturing sites are usually not located near the major steel, aluminum and zinc manufacturers; •lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times to acquire material; •lower inventory levels at suppliers when major steel users, such as the automobile manufacturers, increase their orders, which can reduce available inventory for us to meet our requirements; •increased cost of major inputs, such as scrap steel, coke, iron ore and energy; •fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and •international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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Our level of indebtedness could have important consequences, including: •our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; •a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; •our ability to obtain additional financing in the future may be impaired; •we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; •our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and •our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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The following consolidated financial statements of the Company and its subsidiaries are included herein as listed below: Page Consolidated Financial Statements Report of Independent Registered Public Accounting Firm Consolidated Statements of Earnings-Three-Year Period Ended December 31, 2011 Consolidated Statements of Comprehensive Income-Three-Year Period Ended December 31, 2011 Consolidated Balance Sheets-December 31, 2011 and December 25, 2010 Consolidated Statements of Cash Flows-Three-Year Period Ended December 31, 2011 Consolidated Statements of Shareholders' Equity-Three-Year Period Ended December 31, 2011 Notes to Consolidated Financial Statements-Three-Year Period Ended December 31, 2011 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Valmont Industries, Inc. Omaha, Nebraska We have audited the accompanying consolidated balance sheets of Valmont Industries, Inc. and subsidiaries (the "Company") as of December 31, 2011 and December 25, 2010, and the related consolidated statements of earnings, comprehensive income, shareholders' equity, and cash flows for each of the three fiscal years in the period ended December 31, 2011.
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Changes in the PBO and Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2011 (Dollars in thousands, except per share amounts) (16) DEFINED BENEFIT RETIREMENT PLAN (Continued) fair value of plan assets for the pension plan for the period from May 12, 2010 to December 25, 2010 were as follows: Changes in the PBO and fair value of plan assets for the pension plan for the period from December 26, 2010 to December 31, 2011 were as follows: Pre-tax amounts recognized in accumulated other comprehensive income (loss) as of December 31, 2011 and December 25, 2010 consisted of actuarial gains: Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2011 (Dollars in thousands, except per share amounts) (16) DEFINED BENEFIT RETIREMENT PLAN (Continued) Assumptions-The weighted-average actuarial assumptions used to determine the benefit obligation at December 31, 2011 and December 25, 2010 were as follows: Expense Pension expense is determined based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets.
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Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2011 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 31, 2011 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2011 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 25, 2010 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2011 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF EARNINGS For the Year ended December 26, 2009 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2011 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 31, 2011 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2011 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 25, 2010 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2011 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2011 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2011 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 25, 2010 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 31, 2011 (Dollars in thousands, except per share amounts) (18) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 26, 2009 ***** QUARTERLY FINANCIAL DATA (Unaudited) (Dollars in thousands, except per share amounts) Earnings per share are computed independently for each of the quarters.
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Our significant business expansions during the past five years include: •Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Kangasniemi, Finland •Acquisition of certain assets of a galvanizing operation located in Salina, Kansas •Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Canada •Acquisition of the assets of a manufacturer of utility and wireless communication poles in Hazelton, Pennsylvania •Acquisition of the assets of a wireless communication components distributor headquartered on Long Island, New York •Acquisition of the assets of a materials analysis, testing and inspection services business in Pittsburgh, Pennsylvania •Formation of a 51% owned joint venture to manufacture steel structures in Turkey •Acquisition of the assets of a hot-dipped galvanizing operation located near Louisville, Kentucky •Acquisition of Stainton Metals, a steel lighting structure manufacturer located in England •Acquisition of Delta plc, a publicly-traded company headquartered in the United Kingdom that manufactures and distributes steel engineered products, provides galvanizing services and manufactures steel forged grinding media and electrolytic manganese dioxide There have been no significant divestitures of businesses in the past five years.
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The following factors increase the cost and reduce the availability of steel, aluminum and zinc for us: •increased demand, which occurs when other industries purchase greater quantities of these commodities at times when we require more steel, aluminum and zinc for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers; •increased freight costs, because our manufacturing sites are usually not located near the major steel, aluminum and zinc manufacturers; •lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times to acquire material; •lower inventory levels at suppliers when major steel users, such as the automobile manufacturers, increase their orders, which can reduce available inventory for us to meet our requirements; •increased cost of major inputs, such as scrap steel, coke, iron ore and energy; •fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and •international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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Our level of indebtedness could have important consequences, including: •our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; •a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; •our ability to obtain additional financing in the future may be impaired; •we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; •our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and •our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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The impact to the December 26, 2009 condensed consolidated balance sheet is as follows: Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2010 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated Statements of Operations For the Year ended December 25, 2010 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2010 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated Statements of Operations For the Year ended December 26, 2009 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2010 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated Statements of Operations For the Year ended December 27, 2008 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2010 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 25, 2010 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2010 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 26, 2009 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2010 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 25, 2010 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2010 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 26, 2009 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 25, 2010 (Dollars in thousands, except per share amounts) (20) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 27, 2008 ***** QUARTERLY FINANCIAL DATA (Unaudited) (Dollars in thousands, except per share amounts) Earnings per share are computed independently for each of the quarters.
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Our significant business expansions during the past five years include: •Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Kangasniemi, Finland •Acquisition of certain assets of a galvanizing operation located in Salina, Kansas •Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Canada •Acquisition of the assets of a manufacturer of utility and wireless communication poles in Hazelton, Pennsylvania •Acquisition of the assets of a wireless communication components distributor headquartered on Long Island, New York •Acquisition of the assets of a materials analysis, testing and inspection services business in Pittsburgh, Pennsylvania •Formation of a 51% owned joint venture to manufacture steel structures in Turkey •Acquisition of the assets of a hot-dipped galvanizing operation located near Louisville, Kentucky •Acquisition of a steel lighting structure manufacturer located in England There have been no significant divestitures of businesses in the past five years.
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The following factors increase the cost and reduce the availability of steel, aluminum and zinc for us: •increased demand, which occurs when other industries purchase greater quantities of these commodities at times when we require more steel, aluminum and zinc for manufacturing, which can result in higher prices and lengthen the time it takes to receive material from suppliers; •increased freight costs, because our manufacturing sites are usually not located near the major steel, aluminum and zinc manufacturers; •lower production levels of these commodities, due to reduced production capacities or shortages of materials needed to produce these commodities (such as coke and scrap steel for the production of steel) which could result in reduced supplies of these commodities, higher costs for us and increased lead times to acquire material; •lower inventory levels at suppliers when major steel users, such as the automobile manufacturers, increase their orders, which can reduce available inventory for us to meet our requirements; •increased cost of major inputs, such as scrap steel, coke, iron ore and energy; •fluctuations in foreign exchange rates can impact the relative cost of these commodities, which may affect the cost effectiveness of imported materials and limit our options in acquiring these commodities; and •international trade disputes, import duties and quotas, since we import some steel for our domestic and foreign manufacturing facilities.
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Our level of indebtedness could have important consequences, including: •our ability to satisfy our obligations under our debt agreements could be affected and any failure to comply with the requirements, including significant financial and other restrictive covenants, of any of our debt agreements could result in an event of default under the agreements governing our indebtedness; •a substantial portion of our cash flow from operations will be required to make interest and principal payments and will not be available for operations, working capital, capital expenditures, expansion, or general corporate and other purposes, including possible future acquisitions that we believe would be beneficial to our business; •our ability to obtain additional financing in the future may be impaired; •we may be more highly leveraged than our competitors, which may place us at a competitive disadvantage; •our flexibility in planning for, or reacting to, changes in our business and industry may be limited; and •our degree of leverage may make us more vulnerable in the event of a downturn in our business, our industry or the economy in general.
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Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2009 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: Consolidated Statements of Operations For the Year ended December 26, 2009 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2009 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated Statements of Operations For the Year ended December 27, 2008 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2009 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) Consolidated Statements of Operations For the Year ended December 29, 2007 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2009 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 26, 2009 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2009 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 27, 2008 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2009 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED BALANCE SHEETS December 29, 2007 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2009 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 26, 2009 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2009 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 27, 2008 Valmont Industries, Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) Three-year period ended December 26, 2009 (Dollars in thousands, except per share amounts) (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 29, 2007 ***** QUARTERLY FINANCIAL DATA (Unaudited) (Dollars in thousands, except per share amounts) Earnings per share are computed independently for each of the quarters.
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Our business expansions during the past five years include: • Acquisition of Newmark International, Inc., a manufacturer of concrete and steel pole structures, headquartered in Birmingham, Alabama • Acquisition of a fiberglass pole manufacturer in Commerce City, Colorado • Acquisition of an overhead sign structure manufacturer in Selbyville, Delaware • Purchase of equipment for the manufacture of poles in El Dorado, Kansas • Acquisition of remaining 51% of a nonconsolidated steel pole manufacturing business in Monterrey, Mexico • Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Kangasniemi, Finland • Acquisition of certain assets of a galvanizing operation located in Salina, Kansas • Acquisition of 70% of the outstanding shares of a lighting structure manufacturer headquartered in Canada • Acquisition of the assets of a manufacturer of utility and wireless communication poles in Hazelton, Pennsylvania • Acquisition of the assets of a wireless communication components distributor headquartered on Long Island, New York • Acquisition of the assets of a materials analysis, testing and inspection services business in Pittsburgh, Pennsylvania • Formation of a 51% owned joint venture to manufacture steel structures in Turkey • Acquisition of the assets of a hot-dipped galvanizing operation located near Louisville, Kentucky • Acquisition of a steel lighting structure manufacturer located in England There have been no significant divestitures of businesses in the past five years.
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