Valmont Industries (VMI) 10-Q 2004 Q2 Quarterly report

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

     The unaudited pro forma condensed combined financial data set forth below gives effect to the acquisition (the Acquisition) of Newmark International, Inc. and Pfleiderer Leasing USA, Inc. (collectively, “Newmark”) on April 16,2004 by the application of the pro forma adjustments to the historical consolidated financial statements of Valmont Industries, Inc. (“Valmont”). The unaudited pro forma condensed financial data should be read in conjunction with the audited and unaudited historical consolidated financial statements and notes of Valmont and the historical audited combined financial statements and notes of Newmark.

     The unaudited pro forma condensed combined statement of operations gives effect to the Acquisition as if it occurred as of December 28, 2003. The unaudited pro forma condensed combined financial data do not purport to represent what Valmont’s results of operations or financial position would have been if the Acquisition had occurred as of the dates indicated or what such results will be for any future periods.

     The Acquisition was accounted for as a purchase business combination in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, “Business Combinations.” The total purchase price for Newmark was allocated to the net assets based upon preliminary estimates of fair value of the assets acquired and liabilities assumed.

     The unaudited pro forma adjustments are based upon available information and certain assumptions that Valmont believes are reasonable, which assumptions are described in the accompanying notes. The unaudited pro forma condensed combined statement of operations excludes certain charges that will be incurred in connection with the Acquisition including an inventory fair value step-up from the Acquisition expected to increase fiscal 2004 cost of sales by $0.8 million.

Unaudited Pro Forma Condensed Combined Statement of Operations
Thirty-nine Weeks Ended September 25, 2004

							Elimination of									Proforma for
				Newmark			Businesses						Adjustment			the Acquisition
	Valmont			International, Inc.			Not Acquisition						for the			and the
(in thousands)	Industries, Inc.			Combined			Acquired (a)			Adjustments			Refinancing			Financings
Net sales	$	744,800		$	21,852		$	(2,009	)	$	—		$			$	764,643
Cost of goods sold		566,340			17,305			(1,862	)		154	(b)		—			581,937
Gross profit		178,460			4,547			(147	)		(154	)		—			182,706
Impairment loss		—			4,125			(4,125	)								—
Selling, general and administrative expenses		131,870			2,648			(234	)		579	(b)		—			134,863
Operating income		46,590			(2,226	)		4,212			(733	)		—			47,843
Interest expense		11,104			100			(6	)		—			1,112	(c)		12,310
Interest income		(1,382	)		—			—			—			—			(1,382	)
Debt prepayment expenses		9,860			—			—			—						9,860
Other expense (income)		283			19			1			—			—			303
Earnings before income taxes		26,725			(2,345	)		4,217			(733	)		(1,112	)		26,752
Income tax expense		9,763			(854	)		1,587			(268	)(d)		(406	)(d)		9,822
Earnings before minority interest and equity in earnings (losses) of nonconsolidated subsidiaries		16,962			(1,491	)		2,630			(465	)		(706	)		16,930
Minority interest		(1,841	)		—			—			—			—			(1,841	)
Equity in earnings (losses) of nonconsolidated subsidiaries		296			—			—			—			—			296
Net earnings	$	15,417		$	(1,491	)	$	2,630		$	(465	)	$	(706	)	$	15,385
Earnings per common share:
Basic	$	0.65														$	0.64
Diluted	$	0.63														$	0.63
Weighted average shares outstanding:
Basic		23,866															23,866
Diluted		24,465															24,465

     Notes to Unaudited Pro Forma Condensed Combined Financial Data

(a)	Reflects the elimination of businesses of Newmark that were not acquired in the Acquisition, including the fiberglass business unit and expenses incurred by Newmark which were specific to the former owners and not regular operating expenses.
(b)	Reflects adjustments to record additional depreciation and amortization expenses associated with the fair market value adjustments to property, plant and equipment (mainly included in costs of sales) and finite-lived intangible assets (included in selling, general and administrative expenses):

Property, plant and equipment	$	154
Finite-lived intangible assets		579
	$	733

(c) Reflects adjustments to interest expense as follows:

Interest on senior subordinated notes	$	7,734
Amortization of deferred financing costs		548
Interest on new term loan		1,687
Interest on new revolving credit agreement		1,008
Other interest expense		1,350
Elimination of actual interest expense		(11,104	)
Elimination of Newmark interest expense		(111	)
	$	1,112

(d) Reflects the tax effect of the pro forma adjustments at an estimated 36.5% tax rate.