Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 26, 2016 | Apr. 18, 2016 | |
Document and Entity Information | ||
Entity Registrant Name | VALMONT INDUSTRIES INC | |
Entity Central Index Key | 102,729 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 26, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-26 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 22,686,312 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | |
Income Statement [Abstract] | ||
Product sales | $ 532,940 | $ 603,894 |
Services sales | 63,665 | 66,504 |
Net sales | 596,605 | 670,398 |
Product cost of sales | 393,492 | 459,541 |
Services cost of sales | 42,144 | 45,403 |
Total cost of sales | 435,636 | 504,944 |
Gross profit | 160,969 | 165,454 |
Selling, general and administrative expenses | 98,604 | 107,771 |
Operating income | 62,365 | 57,683 |
Other income (expenses): | ||
Interest expense | (11,054) | (11,128) |
Interest income | 811 | 874 |
Other | (1,678) | 1,016 |
Total other income (expenses) | (11,921) | (9,238) |
Earnings before income taxes | 50,444 | 48,445 |
Income tax expense (benefit): | ||
Current | 10,514 | 11,774 |
Deferred | 5,759 | 5,164 |
Total income tax expense (benefit) | 16,273 | 16,938 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 34,171 | 31,507 |
Equity in earnings of nonconsolidated subsidiaries | 0 | 0 |
Net earnings | 34,171 | 31,507 |
Less: Earnings attributable to noncontrolling interests | (1,202) | (768) |
Net earnings attributable to Valmont Industries, Inc. | $ 32,969 | $ 30,739 |
Earnings per share: | ||
Basic (in dollars per share) | $ 1.45 | $ 1.29 |
Diluted (in dollars per share) | 1.45 | 1.28 |
Cash dividends declared per share (in dollars per share) | $ 0.375 | $ 0.375 |
Weighted average number of shares of common stock outstanding - Basic (in shares) | 22,700 | 23,868 |
Weighted average number of shares of common stock outstanding - Diluted (in shares) | 22,816 | 23,982 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net earnings | $ 34,171 | $ 31,507 |
Foreign currency translation adjustments: | ||
Unrealized translation gain (loss) | 2,513 | (58,178) |
Unrealized gain/(loss) on cash flow hedge: | ||
Amortization cost included in interest expense | 19 | 18 |
Gain on cash flow hedges | 0 | 294 |
Actuarial gain (loss) in defined benefit pension plan | 294 | |
Other comprehensive income (loss) | 2,532 | (57,866) |
Comprehensive income (loss) | 36,703 | (26,359) |
Comprehensive loss (income) attributable to noncontrolling interests | (2,327) | 1,327 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ 34,376 | $ (25,032) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 26, 2016 | Dec. 26, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 387,714 | $ 349,074 |
Receivables, net | 449,379 | 466,443 |
Inventories | 350,768 | 340,672 |
Prepaid expenses | 46,080 | 46,137 |
Refundable income taxes | 18,897 | 24,526 |
Total current assets | 1,252,838 | 1,226,852 |
Property, plant and equipment, at cost | 1,100,804 | 1,081,056 |
Less accumulated depreciation and amortization | 568,297 | 548,567 |
Net property, plant and equipment | 532,507 | 532,489 |
Goodwill | 334,269 | 336,916 |
Other intangible assets, net | 164,537 | 170,197 |
Other assets | 115,711 | 125,928 |
Total assets | 2,399,862 | 2,392,382 |
Current liabilities: | ||
Current installments of long-term debt | 1,110 | 1,077 |
Notes payable to banks | 2,402 | 976 |
Accounts payable | 183,059 | 179,983 |
Accrued employee compensation and benefits | 58,002 | 70,354 |
Accrued expenses | 111,477 | 105,593 |
Dividends payable | 8,527 | 8,571 |
Total current liabilities | 364,577 | 366,554 |
Deferred income taxes | 39,644 | 35,669 |
Long-term debt, excluding current installments | 756,878 | 756,918 |
Defined benefit pension liability | 170,203 | 179,323 |
Deferred compensation | 48,456 | 48,417 |
Other noncurrent liabilities | 39,953 | 40,290 |
Shareholders’ equity: | ||
Preferred stock of $1 par value - Authorized 500,000 shares; none issued | 0 | 0 |
Common stock of $1 par value - Authorized 75,000,000 shares; issued 27,900,000 issued | 27,900 | 27,900 |
Retained earnings | 1,756,082 | 1,729,679 |
Accumulated other comprehensive income (loss) | (265,811) | (267,218) |
Treasury stock | (587,117) | (571,920) |
Total Valmont Industries, Inc. shareholders’ equity | 931,054 | 918,441 |
Noncontrolling interest in consolidated subsidiaries | 49,097 | 46,770 |
Total shareholders’ equity | 980,151 | 965,211 |
Total liabilities and shareholders’ equity | $ 2,399,862 | $ 2,392,382 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 26, 2016 | Dec. 26, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, authorized shares (in shares) | 500,000 | 500,000 |
Preferred stock, issued shares (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, authorized shares (in shares) | 75,000,000 | 75,000,000 |
Common stock, issued shares (in shares) | 27,900,000 | 27,900,000 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 16 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | Sep. 26, 2015 | |
Cash flows from operating activities: | |||
Net earnings | $ 34,171 | $ 31,507 | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||
Depreciation and amortization | 20,598 | 23,901 | |
Noncash loss on trading securities | 995 | 4,415 | |
Stock-based compensation | 2,049 | 1,761 | |
Defined benefit pension plan expense (benefit) | 384 | (150) | |
Contribution to defined benefit pension plan | 0 | (15,735) | |
Gain on sale of property, plant and equipment | 144 | (136) | |
Equity in earnings in nonconsolidated subsidiaries | 0 | 0 | |
Deferred income taxes | 5,759 | 5,164 | |
Changes in assets and liabilities: | |||
Receivables | 20,344 | 18,584 | |
Inventories | (8,022) | (27,041) | |
Prepaid expenses | 910 | 4,954 | |
Accounts payable | 1,383 | (1,261) | |
Accrued expenses | (7,178) | (5,324) | |
Other noncurrent liabilities | (823) | 1,684 | |
Income taxes refundable | 9,813 | 13,205 | |
Net cash flows from operating activities | 80,527 | 55,528 | |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (13,961) | (16,615) | |
Proceeds from sale of assets | 142 | 185 | |
Other, net | (2,322) | 2,930 | |
Net cash flows from investing activities | (16,141) | (13,500) | |
Cash flows from financing activities: | |||
Net borrowings under short-term agreements | 1,352 | 1,155 | |
Principal payments on long-term borrowings | (220) | (224) | |
Dividends paid | (8,571) | (9,086) | |
Dividends to noncontrolling interest | 0 | (1,290) | |
Purchase of treasury shares | (16,939) | (72,900) | $ (581,000) |
Proceeds from exercises under stock plans | 1,289 | 1,760 | |
Excess tax benefits from stock option exercises | (66) | 345 | |
Purchase of common treasury shares—stock plan exercises | (219) | (2,156) | |
Net cash flows from financing activities | (23,374) | (82,396) | |
Effect of exchange rate changes on cash and cash equivalents | (2,372) | (12,845) | |
Net change in cash and cash equivalents | 38,640 | (53,213) | |
Cash and cash equivalents—beginning of year | 349,074 | 371,579 | |
Cash and cash equivalents—end of period | $ 387,714 | $ 318,366 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock | Noncontrolling interest in consolidated subsidiaries |
Beginning balance at Dec. 27, 2014 | $ 1,250,405 | $ 27,900 | $ 0 | $ 1,718,662 | $ (134,433) | $ (410,296) | $ 48,572 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings | 31,507 | 30,739 | 768 | ||||
Other comprehensive income (loss) | (57,866) | (55,771) | (2,095) | ||||
Cash dividends declared | (8,889) | (8,889) | 0 | ||||
Dividends to noncontrolling interests | (1,290) | (1,290) | |||||
Purchase of treasury shares | (72,900) | (72,900) | |||||
Stock plan exercises | (2,156) | (2,156) | |||||
Stock options exercised | 1,760 | (2,106) | 740 | 3,126 | |||
Tax benefit from stock option exercises | 345 | 345 | |||||
Stock option expense | 1,350 | 1,350 | |||||
Stock awards | 1,598 | 411 | 1,187 | ||||
Ending balance at Mar. 28, 2015 | 1,143,864 | 27,900 | 0 | 1,741,252 | (190,204) | (481,039) | 45,955 |
Beginning balance at Dec. 26, 2015 | 965,211 | 27,900 | 0 | 1,729,679 | (267,218) | (571,920) | 46,770 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings | 34,171 | 32,969 | 1,202 | ||||
Other comprehensive income (loss) | 2,532 | 1,407 | 1,125 | ||||
Cash dividends declared | (8,527) | (8,527) | 0 | ||||
Purchase of treasury shares | (16,939) | (16,939) | |||||
Stock plan exercises | (219) | (219) | |||||
Stock options exercised | 1,289 | (1,983) | 1,961 | 1,311 | |||
Tax benefit from stock option exercises | (66) | (66) | |||||
Stock option expense | 1,491 | 1,491 | |||||
Stock awards | 1,208 | 558 | 650 | ||||
Ending balance at Mar. 26, 2016 | $ 980,151 | $ 27,900 | $ 0 | $ 1,756,082 | $ (265,811) | $ (587,117) | $ 49,097 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - shares | 3 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||
Purchase of treasury shares, shares acquired (in shares) | 598,227 | 153,962 |
Stock plan exercises; shares acquired (in shares) | 1,895 | 16,950 |
Stock options exercised; shares issued (in shares) | 25,119 | 12,771 |
Stock awards; shares issued (in shares) | 4,540 | 9,656 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 26, 2016 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheet as of March 26, 2016 , the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen weeks ended March 26, 2016 and March 28, 2015 , and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirteen week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of March 26, 2016 and for all periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2015 . The accounting policies and methods of computation followed in these interim financial statements are the same as those followed in the financial statements for the year ended December 26, 2015 . The results of operations for the period ended March 26, 2016 are not necessarily indicative of the operating results for the full year. Inventories Approximately 39% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of March 26, 2016 and December 26, 2015 . All other inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods. The excess of replacement cost of inventories over the LIFO value is approximately $33,048 and $35,075 at March 26, 2016 and December 26, 2015 , respectively. Inventories consisted of the following: March 26, December 26, Raw materials and purchased parts $ 155,585 $ 162,977 Work-in-process 28,663 25,644 Finished goods and manufactured goods 199,568 187,126 Subtotal 383,816 375,747 Less: LIFO reserve 33,048 35,075 $ 350,768 $ 340,672 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen weeks ended March 26, 2016 and March 28, 2015 , were as follows: Thirteen Weeks Ended 2016 2015 United States $ 39,600 $ 32,641 Foreign 10,844 15,804 $ 50,444 $ 48,445 Pension Benefits The Company incurs expenses in connection with the Delta Pension Plan ("DPP"). The DPP was acquired as part of the Delta plc acquisition in fiscal 2010 and has no members that are active employees. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits. The components of the net periodic pension (benefit) expense for the thirteen weeks ended March 26, 2016 and March 28, 2015 were as follows: Thirteen Weeks Ended Net periodic (benefit) expense: 2016 2015 Interest cost $ 6,448 $ 6,111 Expected return on plan assets (6,064 ) (6,261 ) Net periodic (benefit) expense $ 384 $ (150 ) Stock Plans The Company maintains stock‑based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common stock. At March 26, 2016 , 878,933 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization. Under the plans, the exercise price of each option equals the closing market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three to six years or on the fifth anniversary of the grant. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Expiration of grants is from seven to ten years from the date of grant. The Company's compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock options for the thirteen weeks ended March 26, 2016 and March 28, 2015 , respectively, were as follows: Thirteen Weeks Ended 2016 2015 Compensation expense $ 1,491 $ 1,350 Income tax benefits 574 520 Equity Method Investments The Company has equity method investments in non-consolidated subsidiaries, which are recorded within "Other assets" on the Condensed Consolidated Balance Sheet. Fair Value The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three‑level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value. Trading Securities: The assets and liabilities recorded for the investments held in the Valmont Deferred Compensation Plan of $37,777 ( $37,963 at December 26, 2015) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting Standards Codification 320, Accounting for Certain Investments in Debt and Equity Securities , considering the employee's ability to change investment allocation of their deferred compensation at any time. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Company's ownership of shares in Delta EMD Pty. Ltd. (JSE:DTA) is also classified as trading securities. The shares are valued at $2,029 and $4,734 as of March 26, 2016 and December 26, 2015, respectively, which is the estimated fair value. During the first quarter of 2016, the Company received a dividend of $1,541 from Delta EMD Pty. Ltd and the market price of the shares were proportionately reduced accordingly. Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input. Fair Value Measurement Using: Carrying Value Quoted Prices in Significant Other Significant Assets: Trading Securities $ 39,806 $ 39,806 $ — $ — Fair Value Measurement Using: Carrying Value Quoted Prices in Significant Other Significant Assets: Trading Securities $ 42,697 $ 42,697 $ — $ — Comprehensive Income Comprehensive income includes net earnings, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. Accumulated other comprehensive income (loss) consisted of the following at March 26, 2016 and December 26, 2015: Foreign Currency Translation Adjustments Unrealized Gain on Cash Flow Hedge Defined Benefit Pension Plan Accumulated Other Comprehensive Income Balance at December 26, 2015 $ (191,928 ) $ 3,678 $ (78,968 ) $ (267,218 ) Current-period comprehensive income (loss) 1,388 19 — 1,407 Balance at March 26, 2016 $ (190,540 ) $ 3,697 $ (78,968 ) $ (265,811 ) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-9, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition . The new revenue recognition standard requires entities to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-9 was to be effective for interim and annual reporting periods beginning after December 15, 2016 and is to be applied retrospectively. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date , which defers the effective date by one year to interim and annual reporting periods beginning after December 15, 2017 and is to be applied retrospectively. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. The Company is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU 2015-11 will have on the Company's financial position or results of operations. |
ACQUISITIONS
ACQUISITIONS | 3 Months Ended |
Mar. 26, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS On September 30, 2015, the Company purchased American Galvanizing for $12,778 in cash, net of cash acquired, plus assumed liabilities. American Galvanizing operates a custom galvanizing operation in New Jersey with annual sales of approximately $10,000 . In the purchase price allocation, goodwill of $3,019 and $2,178 of customer relationships, trade name and other intangible assets were recorded. Goodwill is not deductible for tax purposes. This business is included in the Coatings segment and was acquired to expand the Company's geographic presence in the Northeast United States. The purchase price allocation was finalized in the first quarter of 2016. Pro-forma disclosures were omitted as this business did not have a significant impact on the Company's 2015 or 2016 financial results. |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 3 Months Ended |
Mar. 26, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | RESTRUCTURING ACTIVITIES In April 2015, the Company's Board of Directors authorized a broad restructuring plan (the "Plan") to respond to the market environment in certain businesses. During fiscal 2015, the Company substantially completed this Plan and recognized $21,708 of pre-tax restructuring expenses in cost of sales and $18,144 of pre-tax restructuring expenses in selling, general, and administrative expenses. Within the total fiscal 2015 pre-tax restructuring expense of $39,852 were pre-tax asset impairments of $19,836 . The Company recognized no restructuring expense during the first quarter of fiscal 2016. During the first quarter of fiscal 2015, the Company's recognized $785 of pre-tax expense for severance and other cash related expenses within the ESS and Energy and Mining segments. Liabilities recorded for the restructuring Plan and changes therein for the first quarter of fiscal 2016 were as follows: Balance at December 26, 2015 Recognized Restructuring Expense Costs Paid or Otherwise Settled Balance at March 26, 2016 Severance $ 1,307 $ — $ (657 ) $ 650 Other cash restructuring expenses 1,426 — (137 ) 1,289 Total $ 2,733 $ — $ (794 ) $ 1,939 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 3 Months Ended |
Mar. 26, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Amortized Intangible Assets The components of amortized intangible assets at March 26, 2016 and December 26, 2015 were as follows: March 26, 2016 Gross Accumulated Weighted Customer Relationships $ 199,902 $ 104,376 13 years Proprietary Software & Database 3,611 2,997 8 years Patents & Proprietary Technology 6,835 3,528 11 years Other 3,862 3,788 3 years $ 214,210 $ 114,689 (4) GOODWILL AND INTANGIBLE ASSETS (Continued) December 26, 2015 Gross Accumulated Weighted Customer Relationships $ 201,801 $ 101,614 13 years Proprietary Software & Database 3,571 2,966 8 years Patents & Proprietary Technology 6,815 3,421 11 years Other 3,752 3,671 3 years $ 215,939 $ 111,672 Amortization expense for intangible assets for the thirteen weeks ended March 26, 2016 and March 28, 2015 , respectively was as follows: Thirteen Weeks Ended 2016 2015 $ 3,995 $ 4,913 Estimated annual amortization expense related to finite‑lived intangible assets is as follows: Estimated 2016 $ 15,841 2017 15,754 2018 14,116 2019 13,324 2020 12,283 The useful lives assigned to finite‑lived intangible assets included consideration of factors such as the Company’s past and expected experience related to customer retention rates, the remaining legal or contractual life of the underlying arrangement that resulted in the recognition of the intangible asset and the Company’s expected use of the intangible asset. (4) GOODWILL AND INTANGIBLE ASSETS (Continued) Non-amortized intangible assets Intangible assets with indefinite lives are not amortized. The carrying values of trade names at March 26, 2016 and December 26, 2015 were as follows: March 26, December 26, Year Acquired Webforge $ 9,877 $ 10,430 2010 Valmont SM 9,286 8,919 2014 Newmark 11,111 11,111 2004 Ingal EPS/Ingal Civil Products 8,053 8,504 2010 Donhad 6,075 6,415 2010 Shakespeare 4,000 4,000 2014 Industrial Galvanizers 2,521 2,662 2010 Other 14,093 13,889 $ 65,016 $ 65,930 In its determination of these intangible assets as indefinite‑lived, the Company considered such factors as its expected future use of the intangible asset, legal, regulatory, technological and competitive factors that may impact the useful life or value of the intangible asset and the expected costs to maintain the value of the intangible asset. The Company expects that these intangible assets will maintain their value indefinitely. Accordingly, these assets are not amortized. The Company’s trade names were tested for impairment in the third quarter of 2015. The values of the trade names were determined using the relief-from-royalty method. Based on this evaluation, the Company recorded a $5,000 impairment of the Webforge trade name (in Energy & Mining segment) and a $1,100 impairment of the Industrial Galvanizing trade name (in Coatings segment) during 2015. The lower price of oil and natural gas in the fourth quarter of 2015 was a qualitative event requiring the Company to re-assess the fair value of the Webforge trade name. As a result, the Company recognized an additional $830 impairment of that trade name. No other trade names were determined to be impaired during 2015 and no qualitative events were noted during the first quarter of 2016 requiring an interim test for potential impairment. Goodwill The carrying amount of goodwill by segment as of March 26, 2016 and December 26, 2015 was as follows: Engineered Energy & Mining Segment Utility Coatings Irrigation Total Gross goodwill at December 26, 2015 $ 101,275 $ 99,829 $ 75,404 $ 75,941 $ 19,359 $ 371,808 Accumulated impairment losses — (18,670 ) — (16,222 ) — (34,892 ) Balance at December 26, 2015 $ 101,275 $ 81,159 $ 75,404 $ 59,719 $ 19,359 $ 336,916 Foreign currency translation (1,502 ) (1,462 ) — 290 27 (2,647 ) Balance at March 26, 2016 $ 99,773 $ 79,697 $ 75,404 $ 60,009 $ 19,386 $ 334,269 The Company’s annual impairment test of goodwill was performed during the third quarter of 2015, using the discounted cash flow method. The APAC Coatings reporting unit failed step one in that the estimated fair value was lower than the carrying value. As a result, the Company recorded $9,100 impairment of goodwill on the APAC (4) GOODWILL AND INTANGIBLE ASSETS (Continued) Coatings reporting unit. The Company finalized step two of the impairment analysis during the fourth quarter of 2015 recording an additional impairment of $7,122, which was the remaining goodwill on this reporting unit. The Company recorded an $18,670 impairment of Access System's goodwill in the fourth quarter of 2015 primarily driven by the depressed price of a barrel of oil. The Company continues to monitor changes in the global economy that could impact future operating results of its reporting units. If such conditions arise, the Company will test a given reporting unit for impairment during 2016 prior to the annual test. |
CASH FLOW SUPPLEMENTARY INFORMA
CASH FLOW SUPPLEMENTARY INFORMATION | 3 Months Ended |
Mar. 26, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
CASH FLOW SUPPLEMENTARY INFORMATION | CASH FLOW SUPPLEMENTARY INFORMATION The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the thirteen weeks ended March 26, 2016 and March 28, 2015 were as follows: 2016 2015 Interest $ 559 $ 510 Income taxes 4,788 5,047 Share Repurchase Programs On May 13, 2014, the Company announced a new capital allocation philosophy which increased the dividend by 50% and covered a share repurchase program of up to $500,000 of the Company's outstanding common stock to be acquired from time to time over twelve months at prevailing market prices, through open market or privately-negotiated transactions. On February 24, 2015, the Board of Directors authorized an additional purchase of up to $250,000 of the Company's outstanding common stock with no stated expiration date. As of March 26, 2016 , the Company has acquired 4,300,599 shares for approximately $581,000 under the share repurchase programs. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Mar. 26, 2016 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table provides a reconciliation between Basic and Diluted earnings per share (EPS): Basic EPS Dilutive Diluted EPS Thirteen weeks ended March 26, 2016: Net earnings attributable to Valmont Industries, Inc. $ 32,969 $ — $ 32,969 Shares outstanding (000 omitted) 22,700 116 22,816 Per share amount $ 1.45 $ — $ 1.45 Thirteen weeks ended March 28, 2015: Net earnings attributable to Valmont Industries, Inc. $ 30,739 $ — $ 30,739 Shares outstanding (000 omitted) 23,868 114 23,982 Per share amount $ 1.29 $ (0.01 ) $ 1.28 At March 26, 2016 and March 28, 2015, there were 403,407 and 452,103 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share, respectively. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 3 Months Ended |
Mar. 26, 2016 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS In the fourth quarter of 2015, the Company changed its reportable segment structure to improve transparency. The Company now has five reportable segments and its management structure was changed to align with this new reporting structure. A new reportable segment, Energy & Mining, includes the businesses primarily serving the energy and mining end markets. This segment includes the access systems applications businesses and offshore structures business that was formerly part of the Engineered Infrastructure Products (EIP) segment, and the grinding media business that was formerly included in the "Other" category. The remaining businesses from the EIP segment was also renamed "Engineered Support Structures". The last change in the reporting structure was moving the tubing business from the "Other" category to the Irrigation segment. Prior year information in this footnote has been updated to match the new reportable segment structure. Reportable segments are as follows: ENGINEERED SUPPORT STRUCTURES: This segment consists of the manufacture of engineered metal structures and components for the global lighting and traffic, wireless communication, and roadway safety industries; ENERGY AND MINING: This segment, all outside of the United States, consists of the manufacture of access systems applications, forged steel grinding media, on and off shore oil, gas, and wind energy structures; UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered steel and concrete structures for the global utility industry; COATINGS: This segment consists of galvanizing, anodizing and powder coating services on a global basis; and IRRIGATION: This segment consists of the manufacture of agricultural irrigation equipment and related parts and services for the global agricultural industry and tubular products for industrial customers. Due to the business reorganization and restructuring activities that occurred in 2015, there are no longer business operations included in Other for fiscal 2016. In 2015, the Company has other businesses and activities that individually were not more than 1% of consolidated sales. The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its business segments based upon operating income and invested capital. The Company does not allocate interest expense, non-operating income and deductions, or income taxes to its business segments. (7) BUSINESS SEGMENTS (Continued) Summary by Business Thirteen Weeks Ended March 26, March 28, SALES: Engineered Support Structures segment: Lighting, Traffic, and Roadway Products $ 146,302 $ 145,348 Communication Products 30,669 32,556 Engineered Support Structures segment 176,971 177,904 Energy and Mining segment: Offshore and Other Complex Steel Structures 22,969 24,848 Grinding Media 19,490 27,491 Access Systems 29,990 35,722 Energy and Mining segment 72,449 88,061 Utility Support Structures segment: Steel 121,971 158,273 Concrete 22,549 18,068 Utility Support Structures segment 144,520 176,341 Coatings segment 68,581 74,360 Irrigation segment 158,514 174,577 Other — 2,169 Total 621,035 693,412 INTERSEGMENT SALES: Engineered Support Structures segment 11,012 7,106 Energy & Mining segment 1,658 49 Utility Support Structures segment 176 289 Coatings segment 9,813 12,547 Irrigation segment 1,771 1,724 Other — 1,299 Total 24,430 23,014 NET SALES: Engineered Support Structures segment 165,959 170,798 Energy & Mining segment 70,791 88,012 Utility Support Structures segment 144,344 176,052 Coatings segment 58,768 61,813 Irrigation segment 156,743 172,853 Other — 870 Total $ 596,605 $ 670,398 OPERATING INCOME: Engineered Support Structures segment $ 14,208 $ 9,450 Energy & Mining segment 1,902 4,366 Utility Support Structures segment 14,768 15,357 Coatings segment 11,413 10,999 Irrigation segment 28,845 30,174 Other — (1,108 ) Corporate (8,771 ) (11,555 ) Total $ 62,365 $ 57,683 |
GUARANTOR_NON-GUARANTOR FINANCI
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | 3 Months Ended |
Mar. 26, 2016 | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION The Company has three tranches of senior unsecured notes. All of the senior notes are guaranteed, jointly, severally, fully and unconditionally (subject to certain customary release provisions, including sale of the subsidiary guarantor, or sale of all or substantially all of its assets) by certain of the Company’s current and future direct and indirect domestic and foreign subsidiaries (collectively the “Guarantors”), excluding its other current domestic and foreign subsidiaries which do not guarantee the debt (collectively referred to as the “Non-Guarantors”). All Guarantors are 100% owned by the parent company. 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 Thirteen weeks ended March 26, 2016 Parent Guarantors Non- Eliminations Total Net sales $ 285,038 $ 91,526 $ 272,114 $ (52,073 ) $ 596,605 Cost of sales 207,861 67,862 211,393 (51,480 ) 435,636 Gross profit 77,177 23,664 60,721 (593 ) 160,969 Selling, general and administrative expenses 42,494 11,430 44,680 — 98,604 Operating income 34,683 12,234 16,041 (593 ) 62,365 Other income (expense): Interest expense (10,930 ) — (124 ) — (11,054 ) Interest income 67 25 719 — 811 Other (375 ) 12 (1,315 ) — (1,678 ) (11,238 ) 37 (720 ) — (11,921 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 23,445 12,271 15,321 (593 ) 50,444 Income tax expense (benefit): Current 5,583 2,572 2,479 (120 ) 10,514 Deferred 2,419 2,149 1,191 — 5,759 8,002 4,721 3,670 (120 ) 16,273 Earnings before equity in earnings of nonconsolidated subsidiaries 15,443 7,550 11,651 (473 ) 34,171 Equity in earnings of nonconsolidated subsidiaries 17,526 2,113 — (19,639 ) — Net earnings 32,969 9,663 11,651 (20,112 ) 34,171 Less: Earnings attributable to noncontrolling interests — — (1,202 ) — (1,202 ) Net earnings attributable to Valmont Industries, Inc $ 32,969 $ 9,663 $ 10,449 $ (20,112 ) $ 32,969 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended March 28, 2015 Parent Guarantors Non- Eliminations Total Net sales $ 329,131 $ 95,948 $ 302,236 $ (56,917 ) $ 670,398 Cost of sales 249,867 74,896 236,985 (56,804 ) 504,944 Gross profit 79,264 21,052 65,251 (113 ) 165,454 Selling, general and administrative expenses 48,042 11,297 48,432 — 107,771 Operating income 31,222 9,755 16,819 (113 ) 57,683 Other income (expense): Interest expense (10,832 ) — (296 ) — (11,128 ) Interest income 9 2 863 — 874 Other (649 ) (24 ) 1,689 — 1,016 (11,472 ) (22 ) 2,256 — (9,238 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 19,750 9,733 19,075 (113 ) 48,445 Income tax expense (benefit): Current 1,392 4,627 5,797 (42 ) 11,774 Deferred 5,469 (533 ) 228 — 5,164 6,861 4,094 6,025 (42 ) 16,938 Earnings before equity in earnings of nonconsolidated subsidiaries 12,889 5,639 13,050 (71 ) 31,507 Equity in earnings of nonconsolidated subsidiaries 17,850 4,305 — (22,155 ) — Net earnings 30,739 9,944 13,050 (22,226 ) 31,507 Less: Earnings attributable to noncontrolling interests — — (768 ) — (768 ) Net earnings attributable to Valmont Industries, Inc $ 30,739 $ 9,944 $ 12,282 $ (22,226 ) $ 30,739 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended March 26, 2016 Parent Guarantors Non- Eliminations Total Net earnings $ 32,969 $ 9,663 $ 11,651 $ (20,112 ) $ 34,171 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (178 ) 2,691 — 2,513 Unrealized loss on cash flow hedge: Amortization cost included in interest expense 19 — — — 19 Equity in other comprehensive income 1,388 — — (1,388 ) — Other comprehensive income (loss) 1,407 (178 ) 2,691 (1,388 ) 2,532 Comprehensive income (loss) 34,376 9,485 14,342 (21,500 ) 36,703 Comprehensive income attributable to noncontrolling interests — — (2,327 ) — (2,327 ) Comprehensive income (loss) attributable to Valmont Industries, Inc. $ 34,376 $ 9,485 $ 12,015 $ (21,500 ) $ 34,376 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended March 28, 2015 Parent Guarantors Non- Eliminations Total Net earnings $ 30,739 $ 9,944 $ 13,050 $ (22,226 ) $ 31,507 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (8,888 ) (49,290 ) — (58,178 ) Unrealized loss on cash flow hedge: Amortization cost included in interest expense 18 — — — 18 Actuarial gain (loss) in defined benefit pension plan liability 92 — 202 — 294 Equity in other comprehensive income (55,881 ) — — 55,881 — Other comprehensive income (loss) (55,771 ) (8,888 ) (49,088 ) 55,881 (57,866 ) Comprehensive income (loss) (25,032 ) 1,056 (36,038 ) 33,655 (26,359 ) Comprehensive income attributable to noncontrolling interests — — 1,327 — 1,327 Comprehensive income (loss) attributable to Valmont Industries, Inc. $ (25,032 ) $ 1,056 $ (34,711 ) $ 33,655 $ (25,032 ) (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS March 26, 2016 Parent Guarantors Non- Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 76,634 $ 4,566 $ 306,514 $ — $ 387,714 Receivables, net 128,713 54,384 266,282 — 449,379 Inventories 138,589 40,782 174,983 (3,586 ) 350,768 Prepaid expenses 5,435 804 39,841 — 46,080 Refundable income taxes 18,897 — — — 18,897 Total current assets 368,268 100,536 787,620 (3,586 ) 1,252,838 Property, plant and equipment, at cost 537,701 142,955 420,148 — 1,100,804 Less accumulated depreciation and amortization 338,782 74,063 155,452 — 568,297 Net property, plant and equipment 198,919 68,892 264,696 — 532,507 Goodwill 20,108 110,562 203,599 — 334,269 Other intangible assets 225 39,710 124,602 — 164,537 Investment in subsidiaries and intercompany accounts 1,250,625 837,066 1,096,458 (3,184,149 ) — Other assets 39,645 — 76,066 — 115,711 Total assets $ 1,877,790 $ 1,156,766 $ 2,553,041 $ (3,187,735 ) $ 2,399,862 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ 215 $ — $ 895 $ — $ 1,110 Notes payable to banks — — 2,402 — 2,402 Accounts payable 58,622 14,148 110,289 — 183,059 Accrued employee compensation and benefits 21,357 4,665 31,980 — 58,002 Accrued expenses 42,241 16,752 52,484 — 111,477 Dividends payable 8,527 — — — 8,527 Total current liabilities 130,962 35,565 198,050 — 364,577 Deferred income taxes 15,874 — 23,770 — 39,644 Long-term debt, excluding current installments 751,541 — 5,337 — 756,878 Defined benefit pension liability — — 170,203 — 170,203 Deferred compensation 43,338 — 5,118 — 48,456 Other noncurrent liabilities 5,021 — 34,932 — 39,953 Shareholders’ equity: Common stock of $1 par value 27,900 457,950 648,682 (1,106,632 ) 27,900 Additional paid-in capital — 159,414 1,107,536 (1,266,950 ) — Retained earnings 1,756,082 568,377 513,246 (1,081,623 ) 1,756,082 Accumulated other comprehensive income (loss) (265,811 ) (64,540 ) (202,930 ) 267,470 (265,811 ) Treasury stock (587,117 ) — — — (587,117 ) Total Valmont Industries, Inc. shareholders’ equity 931,054 1,121,201 2,066,534 (3,187,735 ) 931,054 Noncontrolling interest in consolidated subsidiaries — — 49,097 — 49,097 Total shareholders’ equity 931,054 1,121,201 2,115,631 (3,187,735 ) 980,151 Total liabilities and shareholders’ equity $ 1,877,790 $ 1,156,766 $ 2,553,041 $ (3,187,735 ) $ 2,399,862 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 26, 2015 Parent Guarantors Non- Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 62,281 $ 4,008 $ 282,785 $ — $ 349,074 Receivables, net 130,741 66,387 269,315 — 466,443 Inventories 132,222 38,379 173,064 (2,993 ) 340,672 Prepaid expenses 9,900 766 35,471 — 46,137 Refundable income taxes 24,526 — — — 24,526 Total current assets 359,670 109,540 760,635 (2,993 ) 1,226,852 Property, plant and equipment, at cost 541,536 132,864 406,656 — 1,081,056 Less accumulated depreciation and amortization 334,471 69,956 144,140 — 548,567 Net property, plant and equipment 207,065 62,908 262,516 — 532,489 Goodwill 20,108 110,562 206,246 — 336,916 Other intangible assets 238 40,959 129,000 — 170,197 Investment in subsidiaries and intercompany accounts 1,239,228 813,779 939,177 (2,992,184 ) — Other assets 40,067 — 85,861 — 125,928 Total assets $ 1,866,376 $ 1,137,748 $ 2,383,435 $ (2,995,177 ) $ 2,392,382 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ 215 $ — $ 862 $ — $ 1,077 Notes payable to banks — — 976 — 976 Accounts payable 66,723 13,680 99,580 — 179,983 Accrued employee compensation and benefits 32,272 6,347 31,735 — 70,354 Accrued expenses 31,073 22,802 51,718 — 105,593 Dividends payable 8,571 — — — 8,571 Total current liabilities 138,854 42,829 184,871 — 366,554 Deferred income taxes 9,686 — 25,983 — 35,669 Long-term debt, excluding current installments 751,765 — 5,153 — 756,918 Defined benefit pension liability — — 179,323 — 179,323 Deferred compensation 43,485 — 4,932 — 48,417 Other noncurrent liabilities 4,145 — 36,145 — 40,290 Shareholders’ equity: Common stock of $1 par value 27,900 457,950 648,683 (1,106,633 ) 27,900 Additional paid-in capital — 159,414 1,107,536 (1,266,950 ) — Retained earnings 1,729,679 541,917 354,727 (896,644 ) 1,729,679 Accumulated other comprehensive income (267,218 ) (64,362 ) (210,688 ) 275,050 (267,218 ) Treasury stock (571,920 ) — — — (571,920 ) Total Valmont Industries, Inc. shareholders’ equity 918,441 1,094,919 1,900,258 (2,995,177 ) 918,441 Noncontrolling interest in consolidated subsidiaries — — 46,770 — 46,770 Total shareholders’ equity 918,441 1,094,919 1,947,028 (2,995,177 ) 965,211 Total liabilities and shareholders’ equity $ 1,866,376 $ 1,137,748 $ 2,383,435 $ (2,995,177 ) $ 2,392,382 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirteen Weeks Ended March 26, 2016 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 32,969 $ 9,663 $ 11,651 $ (20,112 ) $ 34,171 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 6,857 3,277 10,464 — 20,598 Noncash loss on trading securities — — 995 — 995 Stock-based compensation 2,049 — — — 2,049 Defined benefit pension plan expense — — 384 — 384 Loss (gain) on sale of property, plant and equipment (3 ) 52 95 — 144 Equity in earnings in nonconsolidated subsidiaries (17,526 ) (2,113 ) — 19,639 — Deferred income taxes 2,419 2,149 1,191 — 5,759 Changes in assets and liabilities: Receivables 2,027 12,003 6,314 — 20,344 Inventories (6,367 ) (2,403 ) 155 593 (8,022 ) Prepaid expenses 4,465 (38 ) (3,517 ) — 910 Accounts payable (8,102 ) 468 9,017 — 1,383 Accrued expenses 843 (7,732 ) (289 ) — (7,178 ) Other noncurrent liabilities 916 — (1,739 ) — (823 ) Income taxes payable (refundable) 5,628 85 4,100 — 9,813 Net cash flows from operating activities 26,175 15,411 38,821 120 80,527 Cash flows from investing activities: Purchase of property, plant and equipment 1,248 (8,630 ) (6,579 ) — (13,961 ) Proceeds from sale of assets 104 (51 ) 89 — 142 Other, net 11,332 (6,286 ) (7,248 ) (120 ) (2,322 ) Net cash flows from investing activities 12,684 (14,967 ) (13,738 ) (120 ) (16,141 ) Cash flows from financing activities: Net borrowings under short-term agreements — — 1,352 — 1,352 Principal payments on long-term borrowings — — (220 ) — (220 ) Dividends paid (8,571 ) — — — (8,571 ) Proceeds from exercises under stock plans 1,289 — — — 1,289 Excess tax benefits from stock option exercises (66 ) — — — (66 ) Purchase of treasury shares (16,939 ) — — — (16,939 ) Purchase of common treasury shares - stock plan exercises (219 ) — — — (219 ) Net cash flows from financing activities (24,506 ) — 1,132 — (23,374 ) Effect of exchange rate changes on cash and cash equivalents — 114 (2,486 ) — (2,372 ) Net change in cash and cash equivalents 14,353 558 23,729 — 38,640 Cash and cash equivalents—beginning of year 62,281 4,008 282,785 — 349,074 Cash and cash equivalents—end of period $ 76,634 $ 4,566 $ 306,514 $ — $ 387,714 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirteen Weeks Ended March 28, 2015 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 30,739 $ 9,944 $ 13,050 $ (22,226 ) $ 31,507 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 7,478 3,151 13,272 — 23,901 Loss on investment — — 4,415 — 4,415 Stock-based compensation 1,761 — — — 1,761 Defined benefit pension plan expense — — (150 ) — (150 ) Contribution to defined benefit pension plan — — (15,735 ) — (15,735 ) Gain on sale of property, plant and equipment (13 ) (10 ) (113 ) — (136 ) Equity in earnings in nonconsolidated subsidiaries (17,850 ) (4,305 ) — 22,155 — Deferred income taxes 5,469 (533 ) 228 — 5,164 Changes in assets and liabilities: Receivables (4,779 ) 6,595 16,768 — 18,584 Inventories 4,897 (10,307 ) (21,631 ) — (27,041 ) Prepaid expenses 2,282 (251 ) 2,923 — 4,954 Accounts payable 4,358 (1,442 ) (4,177 ) — (1,261 ) Accrued expenses (2,966 ) (1,001 ) (1,357 ) — (5,324 ) Other noncurrent liabilities 1,834 — (150 ) — 1,684 Income taxes payable (refundable) 6,252 (4 ) 6,957 — 13,205 Net cash flows from operating activities 39,462 1,837 14,300 (71 ) 55,528 Cash flows from investing activities: Purchase of property, plant and equipment (4,995 ) (1,492 ) (10,128 ) — (16,615 ) Proceeds from sale of assets 15 19 151 — 185 Other, net 3,257 (1,130 ) 732 71 2,930 Net cash flows from investing activities (1,723 ) (2,603 ) (9,245 ) 71 (13,500 ) Cash flows from financing activities: Net borrowings under short-term agreements — — 1,155 — 1,155 Principal payments on long-term borrowings — — (224 ) — (224 ) Dividends paid (9,086 ) — — — (9,086 ) Dividends to noncontrolling interest — — (1,290 ) — (1,290 ) Proceeds from exercises under stock plans 1,760 — — — 1,760 Excess tax benefits from stock option exercises 345 — — — 345 Purchase of treasury shares (72,900 ) — — — (72,900 ) Purchase of common treasury shares - stock plan exercises (2,156 ) — — — (2,156 ) Net cash flows from financing activities (82,037 ) — (359 ) — (82,396 ) Effect of exchange rate changes on cash and cash equivalents — (24 ) (12,821 ) — (12,845 ) Net change in cash and cash equivalents (44,298 ) (790 ) (8,125 ) — (53,213 ) Cash and cash equivalents—beginning of year 69,869 2,157 299,553 — 371,579 Cash and cash equivalents—end of period $ 25,571 $ 1,367 $ 291,428 $ — $ 318,366 |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 26, 2016 | |
Accounting Policies [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheet as of March 26, 2016 , the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen weeks ended March 26, 2016 and March 28, 2015 , and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirteen week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of March 26, 2016 and for all periods presented. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2015 . The accounting policies and methods of computation followed in these interim financial statements are the same as those followed in the financial statements for the year ended December 26, 2015 . The results of operations for the period ended March 26, 2016 are not necessarily indicative of the operating results for the full year. |
Inventories | Inventories Approximately 39% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of March 26, 2016 and December 26, 2015 . All other inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods. |
Income Taxes | Income Taxes Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen weeks ended March 26, 2016 and March 28, 2015 , were as follows: Thirteen Weeks Ended 2016 2015 United States $ 39,600 $ 32,641 Foreign 10,844 15,804 $ 50,444 $ 48,445 |
Pension Benefits | Pension Benefits The Company incurs expenses in connection with the Delta Pension Plan ("DPP"). The DPP was acquired as part of the Delta plc acquisition in fiscal 2010 and has no members that are active employees. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits. |
Stock Plans | Stock Plans The Company maintains stock‑based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, non-vested stock awards and bonuses of common stock. At March 26, 2016 , 878,933 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization. Under the plans, the exercise price of each option equals the closing market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three to six years or on the fifth anniversary of the grant. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Expiration of grants is from seven to ten years from the date of grant. |
Equity Method Investments | Equity Method Investments The Company has equity method investments in non-consolidated subsidiaries, which are recorded within "Other assets" on the Condensed Consolidated Balance Sheet. |
Fair Value | Fair Value The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three‑level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Comprehensive Income | Comprehensive Income Comprehensive income includes net earnings, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. |
Subsequent Events | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-9, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition . The new revenue recognition standard requires entities to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-9 was to be effective for interim and annual reporting periods beginning after December 15, 2016 and is to be applied retrospectively. In August 2015, the FASB issued ASU 2015-14, Deferral of the Effective Date , which defers the effective date by one year to interim and annual reporting periods beginning after December 15, 2017 and is to be applied retrospectively. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory . Under this ASU, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. The ASU defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. The Company is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU 2015-11 will have on the Company's financial position or results of operations. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 26, 2016 | |
Accounting Policies [Abstract] | |
Components of inventories | Inventories consisted of the following: March 26, December 26, Raw materials and purchased parts $ 155,585 $ 162,977 Work-in-process 28,663 25,644 Finished goods and manufactured goods 199,568 187,126 Subtotal 383,816 375,747 Less: LIFO reserve 33,048 35,075 $ 350,768 $ 340,672 |
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen weeks ended March 26, 2016 and March 28, 2015 , were as follows: Thirteen Weeks Ended 2016 2015 United States $ 39,600 $ 32,641 Foreign 10,844 15,804 $ 50,444 $ 48,445 |
Schedule of components of the net periodic pension (benefit) expense | The components of the net periodic pension (benefit) expense for the thirteen weeks ended March 26, 2016 and March 28, 2015 were as follows: Thirteen Weeks Ended Net periodic (benefit) expense: 2016 2015 Interest cost $ 6,448 $ 6,111 Expected return on plan assets (6,064 ) (6,261 ) Net periodic (benefit) expense $ 384 $ (150 ) |
Compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock options | The Company's compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock options for the thirteen weeks ended March 26, 2016 and March 28, 2015 , respectively, were as follows: Thirteen Weeks Ended 2016 2015 Compensation expense $ 1,491 $ 1,350 Income tax benefits 574 520 |
Valuation methodologies used for assets and liabilities measured at fair value | Fair Value Measurement Using: Carrying Value Quoted Prices in Significant Other Significant Assets: Trading Securities $ 39,806 $ 39,806 $ — $ — Fair Value Measurement Using: Carrying Value Quoted Prices in Significant Other Significant Assets: Trading Securities $ 42,697 $ 42,697 $ — $ — |
Components of accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) consisted of the following at March 26, 2016 and December 26, 2015: Foreign Currency Translation Adjustments Unrealized Gain on Cash Flow Hedge Defined Benefit Pension Plan Accumulated Other Comprehensive Income Balance at December 26, 2015 $ (191,928 ) $ 3,678 $ (78,968 ) $ (267,218 ) Current-period comprehensive income (loss) 1,388 19 — 1,407 Balance at March 26, 2016 $ (190,540 ) $ 3,697 $ (78,968 ) $ (265,811 ) |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 3 Months Ended |
Mar. 26, 2016 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of liabilities recorded for the restructuring plan and changes | Liabilities recorded for the restructuring Plan and changes therein for the first quarter of fiscal 2016 were as follows: Balance at December 26, 2015 Recognized Restructuring Expense Costs Paid or Otherwise Settled Balance at March 26, 2016 Severance $ 1,307 $ — $ (657 ) $ 650 Other cash restructuring expenses 1,426 — (137 ) 1,289 Total $ 2,733 $ — $ (794 ) $ 1,939 |
Broad Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of restructuring activities | 2015, the Company substantially completed this Plan and recognized $21,708 of pre-tax restructuring expenses in cost of sales and $18,144 of pre-tax restructuring expenses in selling, general, and administrative expenses. Within the total fiscal 2015 pre-tax restructuring expense of $39,852 were pre-tax asset impairments of $19,836 . The Company recognized no restructuring expense during the first quarter of fiscal 2016. During the first quarter of fiscal 2015, the Company's recognized $785 of pre-tax expense for severance and other cash related expenses within the ESS and Energy and Mining segments. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 26, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of components of amortized intangible assets | The components of amortized intangible assets at March 26, 2016 and December 26, 2015 were as follows: March 26, 2016 Gross Accumulated Weighted Customer Relationships $ 199,902 $ 104,376 13 years Proprietary Software & Database 3,611 2,997 8 years Patents & Proprietary Technology 6,835 3,528 11 years Other 3,862 3,788 3 years $ 214,210 $ 114,689 (4) GOODWILL AND INTANGIBLE ASSETS (Continued) December 26, 2015 Gross Accumulated Weighted Customer Relationships $ 201,801 $ 101,614 13 years Proprietary Software & Database 3,571 2,966 8 years Patents & Proprietary Technology 6,815 3,421 11 years Other 3,752 3,671 3 years $ 215,939 $ 111,672 |
Schedule of amortization expense for intangible assets | Amortization expense for intangible assets for the thirteen weeks ended March 26, 2016 and March 28, 2015 , respectively was as follows: Thirteen Weeks Ended 2016 2015 $ 3,995 $ 4,913 |
Schedule of future estimated amortization expense | Estimated annual amortization expense related to finite‑lived intangible assets is as follows: Estimated 2016 $ 15,841 2017 15,754 2018 14,116 2019 13,324 2020 12,283 |
Schedule of non-amortized intangible assets | The carrying values of trade names at March 26, 2016 and December 26, 2015 were as follows: March 26, December 26, Year Acquired Webforge $ 9,877 $ 10,430 2010 Valmont SM 9,286 8,919 2014 Newmark 11,111 11,111 2004 Ingal EPS/Ingal Civil Products 8,053 8,504 2010 Donhad 6,075 6,415 2010 Shakespeare 4,000 4,000 2014 Industrial Galvanizers 2,521 2,662 2010 Other 14,093 13,889 $ 65,016 $ 65,930 |
Schedule of carrying amount of goodwill | The carrying amount of goodwill by segment as of March 26, 2016 and December 26, 2015 was as follows: Engineered Energy & Mining Segment Utility Coatings Irrigation Total Gross goodwill at December 26, 2015 $ 101,275 $ 99,829 $ 75,404 $ 75,941 $ 19,359 $ 371,808 Accumulated impairment losses — (18,670 ) — (16,222 ) — (34,892 ) Balance at December 26, 2015 $ 101,275 $ 81,159 $ 75,404 $ 59,719 $ 19,359 $ 336,916 Foreign currency translation (1,502 ) (1,462 ) — 290 27 (2,647 ) Balance at March 26, 2016 $ 99,773 $ 79,697 $ 75,404 $ 60,009 $ 19,386 $ 334,269 |
CASH FLOW SUPPLEMENTARY INFOR21
CASH FLOW SUPPLEMENTARY INFORMATION (Tables) | 3 Months Ended |
Mar. 26, 2016 | |
Supplemental Cash Flow Elements [Abstract] | |
Cash payments for interest and income taxes (net of refunds) | Cash payments for interest and income taxes (net of refunds) for the thirteen weeks ended March 26, 2016 and March 28, 2015 were as follows: 2016 2015 Interest $ 559 $ 510 Income taxes 4,788 5,047 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Mar. 26, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of basic and diluted earnings per share (EPS) | The following table provides a reconciliation between Basic and Diluted earnings per share (EPS): Basic EPS Dilutive Diluted EPS Thirteen weeks ended March 26, 2016: Net earnings attributable to Valmont Industries, Inc. $ 32,969 $ — $ 32,969 Shares outstanding (000 omitted) 22,700 116 22,816 Per share amount $ 1.45 $ — $ 1.45 Thirteen weeks ended March 28, 2015: Net earnings attributable to Valmont Industries, Inc. $ 30,739 $ — $ 30,739 Shares outstanding (000 omitted) 23,868 114 23,982 Per share amount $ 1.29 $ (0.01 ) $ 1.28 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 3 Months Ended |
Mar. 26, 2016 | |
Segment Reporting [Abstract] | |
Segment reporting information of sales and operating income | (7) BUSINESS SEGMENTS (Continued) Summary by Business Thirteen Weeks Ended March 26, March 28, SALES: Engineered Support Structures segment: Lighting, Traffic, and Roadway Products $ 146,302 $ 145,348 Communication Products 30,669 32,556 Engineered Support Structures segment 176,971 177,904 Energy and Mining segment: Offshore and Other Complex Steel Structures 22,969 24,848 Grinding Media 19,490 27,491 Access Systems 29,990 35,722 Energy and Mining segment 72,449 88,061 Utility Support Structures segment: Steel 121,971 158,273 Concrete 22,549 18,068 Utility Support Structures segment 144,520 176,341 Coatings segment 68,581 74,360 Irrigation segment 158,514 174,577 Other — 2,169 Total 621,035 693,412 INTERSEGMENT SALES: Engineered Support Structures segment 11,012 7,106 Energy & Mining segment 1,658 49 Utility Support Structures segment 176 289 Coatings segment 9,813 12,547 Irrigation segment 1,771 1,724 Other — 1,299 Total 24,430 23,014 NET SALES: Engineered Support Structures segment 165,959 170,798 Energy & Mining segment 70,791 88,012 Utility Support Structures segment 144,344 176,052 Coatings segment 58,768 61,813 Irrigation segment 156,743 172,853 Other — 870 Total $ 596,605 $ 670,398 OPERATING INCOME: Engineered Support Structures segment $ 14,208 $ 9,450 Energy & Mining segment 1,902 4,366 Utility Support Structures segment 14,768 15,357 Coatings segment 11,413 10,999 Irrigation segment 28,845 30,174 Other — (1,108 ) Corporate (8,771 ) (11,555 ) Total $ 62,365 $ 57,683 |
GUARANTOR_NON-GUARANTOR FINAN24
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 26, 2016 | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | |
Condensed Consolidated Statements of Earnings | CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended March 26, 2016 Parent Guarantors Non- Eliminations Total Net sales $ 285,038 $ 91,526 $ 272,114 $ (52,073 ) $ 596,605 Cost of sales 207,861 67,862 211,393 (51,480 ) 435,636 Gross profit 77,177 23,664 60,721 (593 ) 160,969 Selling, general and administrative expenses 42,494 11,430 44,680 — 98,604 Operating income 34,683 12,234 16,041 (593 ) 62,365 Other income (expense): Interest expense (10,930 ) — (124 ) — (11,054 ) Interest income 67 25 719 — 811 Other (375 ) 12 (1,315 ) — (1,678 ) (11,238 ) 37 (720 ) — (11,921 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 23,445 12,271 15,321 (593 ) 50,444 Income tax expense (benefit): Current 5,583 2,572 2,479 (120 ) 10,514 Deferred 2,419 2,149 1,191 — 5,759 8,002 4,721 3,670 (120 ) 16,273 Earnings before equity in earnings of nonconsolidated subsidiaries 15,443 7,550 11,651 (473 ) 34,171 Equity in earnings of nonconsolidated subsidiaries 17,526 2,113 — (19,639 ) — Net earnings 32,969 9,663 11,651 (20,112 ) 34,171 Less: Earnings attributable to noncontrolling interests — — (1,202 ) — (1,202 ) Net earnings attributable to Valmont Industries, Inc $ 32,969 $ 9,663 $ 10,449 $ (20,112 ) $ 32,969 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended March 28, 2015 Parent Guarantors Non- Eliminations Total Net sales $ 329,131 $ 95,948 $ 302,236 $ (56,917 ) $ 670,398 Cost of sales 249,867 74,896 236,985 (56,804 ) 504,944 Gross profit 79,264 21,052 65,251 (113 ) 165,454 Selling, general and administrative expenses 48,042 11,297 48,432 — 107,771 Operating income 31,222 9,755 16,819 (113 ) 57,683 Other income (expense): Interest expense (10,832 ) — (296 ) — (11,128 ) Interest income 9 2 863 — 874 Other (649 ) (24 ) 1,689 — 1,016 (11,472 ) (22 ) 2,256 — (9,238 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 19,750 9,733 19,075 (113 ) 48,445 Income tax expense (benefit): Current 1,392 4,627 5,797 (42 ) 11,774 Deferred 5,469 (533 ) 228 — 5,164 6,861 4,094 6,025 (42 ) 16,938 Earnings before equity in earnings of nonconsolidated subsidiaries 12,889 5,639 13,050 (71 ) 31,507 Equity in earnings of nonconsolidated subsidiaries 17,850 4,305 — (22,155 ) — Net earnings 30,739 9,944 13,050 (22,226 ) 31,507 Less: Earnings attributable to noncontrolling interests — — (768 ) — (768 ) Net earnings attributable to Valmont Industries, Inc $ 30,739 $ 9,944 $ 12,282 $ (22,226 ) $ 30,739 |
Condensed Consolidated Statements of Comprehensive Income | CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended March 26, 2016 Parent Guarantors Non- Eliminations Total Net earnings $ 32,969 $ 9,663 $ 11,651 $ (20,112 ) $ 34,171 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (178 ) 2,691 — 2,513 Unrealized loss on cash flow hedge: Amortization cost included in interest expense 19 — — — 19 Equity in other comprehensive income 1,388 — — (1,388 ) — Other comprehensive income (loss) 1,407 (178 ) 2,691 (1,388 ) 2,532 Comprehensive income (loss) 34,376 9,485 14,342 (21,500 ) 36,703 Comprehensive income attributable to noncontrolling interests — — (2,327 ) — (2,327 ) Comprehensive income (loss) attributable to Valmont Industries, Inc. $ 34,376 $ 9,485 $ 12,015 $ (21,500 ) $ 34,376 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended March 28, 2015 Parent Guarantors Non- Eliminations Total Net earnings $ 30,739 $ 9,944 $ 13,050 $ (22,226 ) $ 31,507 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (8,888 ) (49,290 ) — (58,178 ) Unrealized loss on cash flow hedge: Amortization cost included in interest expense 18 — — — 18 Actuarial gain (loss) in defined benefit pension plan liability 92 — 202 — 294 Equity in other comprehensive income (55,881 ) — — 55,881 — Other comprehensive income (loss) (55,771 ) (8,888 ) (49,088 ) 55,881 (57,866 ) Comprehensive income (loss) (25,032 ) 1,056 (36,038 ) 33,655 (26,359 ) Comprehensive income attributable to noncontrolling interests — — 1,327 — 1,327 Comprehensive income (loss) attributable to Valmont Industries, Inc. $ (25,032 ) $ 1,056 $ (34,711 ) $ 33,655 $ (25,032 ) |
Condensed Consolidated Balance Sheets | CONDENSED CONSOLIDATED BALANCE SHEETS March 26, 2016 Parent Guarantors Non- Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 76,634 $ 4,566 $ 306,514 $ — $ 387,714 Receivables, net 128,713 54,384 266,282 — 449,379 Inventories 138,589 40,782 174,983 (3,586 ) 350,768 Prepaid expenses 5,435 804 39,841 — 46,080 Refundable income taxes 18,897 — — — 18,897 Total current assets 368,268 100,536 787,620 (3,586 ) 1,252,838 Property, plant and equipment, at cost 537,701 142,955 420,148 — 1,100,804 Less accumulated depreciation and amortization 338,782 74,063 155,452 — 568,297 Net property, plant and equipment 198,919 68,892 264,696 — 532,507 Goodwill 20,108 110,562 203,599 — 334,269 Other intangible assets 225 39,710 124,602 — 164,537 Investment in subsidiaries and intercompany accounts 1,250,625 837,066 1,096,458 (3,184,149 ) — Other assets 39,645 — 76,066 — 115,711 Total assets $ 1,877,790 $ 1,156,766 $ 2,553,041 $ (3,187,735 ) $ 2,399,862 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ 215 $ — $ 895 $ — $ 1,110 Notes payable to banks — — 2,402 — 2,402 Accounts payable 58,622 14,148 110,289 — 183,059 Accrued employee compensation and benefits 21,357 4,665 31,980 — 58,002 Accrued expenses 42,241 16,752 52,484 — 111,477 Dividends payable 8,527 — — — 8,527 Total current liabilities 130,962 35,565 198,050 — 364,577 Deferred income taxes 15,874 — 23,770 — 39,644 Long-term debt, excluding current installments 751,541 — 5,337 — 756,878 Defined benefit pension liability — — 170,203 — 170,203 Deferred compensation 43,338 — 5,118 — 48,456 Other noncurrent liabilities 5,021 — 34,932 — 39,953 Shareholders’ equity: Common stock of $1 par value 27,900 457,950 648,682 (1,106,632 ) 27,900 Additional paid-in capital — 159,414 1,107,536 (1,266,950 ) — Retained earnings 1,756,082 568,377 513,246 (1,081,623 ) 1,756,082 Accumulated other comprehensive income (loss) (265,811 ) (64,540 ) (202,930 ) 267,470 (265,811 ) Treasury stock (587,117 ) — — — (587,117 ) Total Valmont Industries, Inc. shareholders’ equity 931,054 1,121,201 2,066,534 (3,187,735 ) 931,054 Noncontrolling interest in consolidated subsidiaries — — 49,097 — 49,097 Total shareholders’ equity 931,054 1,121,201 2,115,631 (3,187,735 ) 980,151 Total liabilities and shareholders’ equity $ 1,877,790 $ 1,156,766 $ 2,553,041 $ (3,187,735 ) $ 2,399,862 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 26, 2015 Parent Guarantors Non- Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 62,281 $ 4,008 $ 282,785 $ — $ 349,074 Receivables, net 130,741 66,387 269,315 — 466,443 Inventories 132,222 38,379 173,064 (2,993 ) 340,672 Prepaid expenses 9,900 766 35,471 — 46,137 Refundable income taxes 24,526 — — — 24,526 Total current assets 359,670 109,540 760,635 (2,993 ) 1,226,852 Property, plant and equipment, at cost 541,536 132,864 406,656 — 1,081,056 Less accumulated depreciation and amortization 334,471 69,956 144,140 — 548,567 Net property, plant and equipment 207,065 62,908 262,516 — 532,489 Goodwill 20,108 110,562 206,246 — 336,916 Other intangible assets 238 40,959 129,000 — 170,197 Investment in subsidiaries and intercompany accounts 1,239,228 813,779 939,177 (2,992,184 ) — Other assets 40,067 — 85,861 — 125,928 Total assets $ 1,866,376 $ 1,137,748 $ 2,383,435 $ (2,995,177 ) $ 2,392,382 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ 215 $ — $ 862 $ — $ 1,077 Notes payable to banks — — 976 — 976 Accounts payable 66,723 13,680 99,580 — 179,983 Accrued employee compensation and benefits 32,272 6,347 31,735 — 70,354 Accrued expenses 31,073 22,802 51,718 — 105,593 Dividends payable 8,571 — — — 8,571 Total current liabilities 138,854 42,829 184,871 — 366,554 Deferred income taxes 9,686 — 25,983 — 35,669 Long-term debt, excluding current installments 751,765 — 5,153 — 756,918 Defined benefit pension liability — — 179,323 — 179,323 Deferred compensation 43,485 — 4,932 — 48,417 Other noncurrent liabilities 4,145 — 36,145 — 40,290 Shareholders’ equity: Common stock of $1 par value 27,900 457,950 648,683 (1,106,633 ) 27,900 Additional paid-in capital — 159,414 1,107,536 (1,266,950 ) — Retained earnings 1,729,679 541,917 354,727 (896,644 ) 1,729,679 Accumulated other comprehensive income (267,218 ) (64,362 ) (210,688 ) 275,050 (267,218 ) Treasury stock (571,920 ) — — — (571,920 ) Total Valmont Industries, Inc. shareholders’ equity 918,441 1,094,919 1,900,258 (2,995,177 ) 918,441 Noncontrolling interest in consolidated subsidiaries — — 46,770 — 46,770 Total shareholders’ equity 918,441 1,094,919 1,947,028 (2,995,177 ) 965,211 Total liabilities and shareholders’ equity $ 1,866,376 $ 1,137,748 $ 2,383,435 $ (2,995,177 ) $ 2,392,382 |
Condensed Consolidated Statements of Cash Flows | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirteen Weeks Ended March 26, 2016 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 32,969 $ 9,663 $ 11,651 $ (20,112 ) $ 34,171 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 6,857 3,277 10,464 — 20,598 Noncash loss on trading securities — — 995 — 995 Stock-based compensation 2,049 — — — 2,049 Defined benefit pension plan expense — — 384 — 384 Loss (gain) on sale of property, plant and equipment (3 ) 52 95 — 144 Equity in earnings in nonconsolidated subsidiaries (17,526 ) (2,113 ) — 19,639 — Deferred income taxes 2,419 2,149 1,191 — 5,759 Changes in assets and liabilities: Receivables 2,027 12,003 6,314 — 20,344 Inventories (6,367 ) (2,403 ) 155 593 (8,022 ) Prepaid expenses 4,465 (38 ) (3,517 ) — 910 Accounts payable (8,102 ) 468 9,017 — 1,383 Accrued expenses 843 (7,732 ) (289 ) — (7,178 ) Other noncurrent liabilities 916 — (1,739 ) — (823 ) Income taxes payable (refundable) 5,628 85 4,100 — 9,813 Net cash flows from operating activities 26,175 15,411 38,821 120 80,527 Cash flows from investing activities: Purchase of property, plant and equipment 1,248 (8,630 ) (6,579 ) — (13,961 ) Proceeds from sale of assets 104 (51 ) 89 — 142 Other, net 11,332 (6,286 ) (7,248 ) (120 ) (2,322 ) Net cash flows from investing activities 12,684 (14,967 ) (13,738 ) (120 ) (16,141 ) Cash flows from financing activities: Net borrowings under short-term agreements — — 1,352 — 1,352 Principal payments on long-term borrowings — — (220 ) — (220 ) Dividends paid (8,571 ) — — — (8,571 ) Proceeds from exercises under stock plans 1,289 — — — 1,289 Excess tax benefits from stock option exercises (66 ) — — — (66 ) Purchase of treasury shares (16,939 ) — — — (16,939 ) Purchase of common treasury shares - stock plan exercises (219 ) — — — (219 ) Net cash flows from financing activities (24,506 ) — 1,132 — (23,374 ) Effect of exchange rate changes on cash and cash equivalents — 114 (2,486 ) — (2,372 ) Net change in cash and cash equivalents 14,353 558 23,729 — 38,640 Cash and cash equivalents—beginning of year 62,281 4,008 282,785 — 349,074 Cash and cash equivalents—end of period $ 76,634 $ 4,566 $ 306,514 $ — $ 387,714 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirteen Weeks Ended March 28, 2015 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 30,739 $ 9,944 $ 13,050 $ (22,226 ) $ 31,507 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 7,478 3,151 13,272 — 23,901 Loss on investment — — 4,415 — 4,415 Stock-based compensation 1,761 — — — 1,761 Defined benefit pension plan expense — — (150 ) — (150 ) Contribution to defined benefit pension plan — — (15,735 ) — (15,735 ) Gain on sale of property, plant and equipment (13 ) (10 ) (113 ) — (136 ) Equity in earnings in nonconsolidated subsidiaries (17,850 ) (4,305 ) — 22,155 — Deferred income taxes 5,469 (533 ) 228 — 5,164 Changes in assets and liabilities: Receivables (4,779 ) 6,595 16,768 — 18,584 Inventories 4,897 (10,307 ) (21,631 ) — (27,041 ) Prepaid expenses 2,282 (251 ) 2,923 — 4,954 Accounts payable 4,358 (1,442 ) (4,177 ) — (1,261 ) Accrued expenses (2,966 ) (1,001 ) (1,357 ) — (5,324 ) Other noncurrent liabilities 1,834 — (150 ) — 1,684 Income taxes payable (refundable) 6,252 (4 ) 6,957 — 13,205 Net cash flows from operating activities 39,462 1,837 14,300 (71 ) 55,528 Cash flows from investing activities: Purchase of property, plant and equipment (4,995 ) (1,492 ) (10,128 ) — (16,615 ) Proceeds from sale of assets 15 19 151 — 185 Other, net 3,257 (1,130 ) 732 71 2,930 Net cash flows from investing activities (1,723 ) (2,603 ) (9,245 ) 71 (13,500 ) Cash flows from financing activities: Net borrowings under short-term agreements — — 1,155 — 1,155 Principal payments on long-term borrowings — — (224 ) — (224 ) Dividends paid (9,086 ) — — — (9,086 ) Dividends to noncontrolling interest — — (1,290 ) — (1,290 ) Proceeds from exercises under stock plans 1,760 — — — 1,760 Excess tax benefits from stock option exercises 345 — — — 345 Purchase of treasury shares (72,900 ) — — — (72,900 ) Purchase of common treasury shares - stock plan exercises (2,156 ) — — — (2,156 ) Net cash flows from financing activities (82,037 ) — (359 ) — (82,396 ) Effect of exchange rate changes on cash and cash equivalents — (24 ) (12,821 ) — (12,845 ) Net change in cash and cash equivalents (44,298 ) (790 ) (8,125 ) — (53,213 ) Cash and cash equivalents—beginning of year 69,869 2,157 299,553 — 371,579 Cash and cash equivalents—end of period $ 25,571 $ 1,367 $ 291,428 $ — $ 318,366 |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories (Details) - USD ($) $ in Thousands | Mar. 26, 2016 | Dec. 26, 2015 |
Accounting Policies [Abstract] | ||
Inventory valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market (as a percent) | 39.00% | 39.00% |
Excess of replacement cost of inventories over the LIFO value | $ 33,048 | $ 35,075 |
Inventory, Net [Abstract] | ||
Raw materials and purchased parts | 155,585 | 162,977 |
Work-in-process | 28,663 | 25,644 |
Finished goods and manufactured goods | 199,568 | 187,126 |
Subtotal | 383,816 | 375,747 |
Less: LIFO reserve | 33,048 | 35,075 |
Net inventory | $ 350,768 | $ 340,672 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | |
Accounting Policies [Abstract] | ||
United States | $ 39,600 | $ 32,641 |
Foreign | 10,844 | 15,804 |
Earnings before income taxes | $ 50,444 | $ 48,445 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Pension Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | |
Net periodic (benefit) expense: | ||
Interest cost | $ 6,448 | $ 6,111 |
Expected return on plan assets | (6,064) | (6,261) |
Net periodic (benefit) expense | $ 384 | $ (150) |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock Plans (Details) - Stock Option Plans - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Shares of common stock available for issuance (in shares) | 878,933 | |
Compensation expense | $ 1,491 | $ 1,350 |
Income tax benefits | $ 574 | $ 520 |
Minimum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Vesting period of options | 3 years | |
Expiration period of grant | 6 years | |
Maximum | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Vesting period of options | 7 years | |
Expiration period of grant | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value (Details) - USD ($) $ in Thousands | Mar. 26, 2016 | Dec. 26, 2015 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading Securities | $ 39,806 | $ 42,697 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading Securities | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading Securities | 0 | 0 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading Securities | 39,806 | 42,697 |
Delta EMD Pty. Ltd | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of remaining ownership | 2,029 | 4,734 |
Valmont Deferred Compensation Plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets recorded for the investments held | $ 37,777 | $ 37,963 |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Comprehensive Income (Details) $ in Thousands | 3 Months Ended |
Mar. 26, 2016USD ($) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | $ (267,218) |
Balance at the end of the period | (265,811) |
Foreign Currency Translation Adjustments | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | (191,928) |
Current-period comprehensive income (loss) | 1,388 |
Balance at the end of the period | (190,540) |
Unrealized Gain on Cash Flow Hedge | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | 3,678 |
Current-period comprehensive income (loss) | 19 |
Balance at the end of the period | 3,697 |
Defined Benefit Pension Plan | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | (78,968) |
Current-period comprehensive income (loss) | 0 |
Balance at the end of the period | (78,968) |
Accumulated Other Comprehensive Income | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | (267,218) |
Current-period comprehensive income (loss) | 1,407 |
Balance at the end of the period | $ (265,811) |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Subsequent Events (Details) $ in Thousands | Sep. 30, 2015USD ($) |
American Galvanizing | |
Subsequent Event [Line Items] | |
Annual sales | $ 10,000 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2015 | Mar. 26, 2016 | Dec. 26, 2015 |
Acquisitions | |||
Goodwill | $ 334,269 | $ 336,916 | |
American Galvanizing | |||
Acquisitions | |||
Payments to Acquire Businesses, Net of Cash Acquired | $ 12,778 | ||
Annual sales | 10,000 | ||
Goodwill | 3,019 | ||
Intangible assets | $ 2,178 |
RESTRUCTURING ACTIVITIES - Narr
RESTRUCTURING ACTIVITIES - Narrative (Details) - Broad Restructuring Plan $ in Thousands | Dec. 26, 2015USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | $ 40 |
Asset impairments/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 20 |
Employee Severance [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1 |
Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 22 |
Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | $ 18 |
RESTRUCTURING ACTIVITIES - Pre-
RESTRUCTURING ACTIVITIES - Pre-tax Restructuring Expenses To Be Recognized (Details) - Broad Restructuring Plan $ in Thousands | Dec. 26, 2015USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | $ 40 |
Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 22 |
Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 18 |
Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1 |
Asset impairments/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | $ 20 |
RESTRUCTURING ACTIVITIES - Liab
RESTRUCTURING ACTIVITIES - Liabilities Recorded For The Restructuring Plan (Details) $ in Thousands | 3 Months Ended |
Mar. 26, 2016USD ($) | |
Restructuring Cost and Reserve [Roll Forward] | |
Beginning balance | $ 2,733 |
Recognized Restructuring Expense | 0 |
Costs Paid or Otherwise Settled | (794) |
Ending balance | 1,939 |
Severance | |
Restructuring Cost and Reserve [Roll Forward] | |
Beginning balance | 1,307 |
Recognized Restructuring Expense | 0 |
Costs Paid or Otherwise Settled | (657) |
Ending balance | 650 |
Other cash restructuring expenses | |
Restructuring Cost and Reserve [Roll Forward] | |
Beginning balance | 1,426 |
Recognized Restructuring Expense | 0 |
Costs Paid or Otherwise Settled | (137) |
Ending balance | $ 1,289 |
GOODWILL AND INTANGIBLE ASSET36
GOODWILL AND INTANGIBLE ASSETS - Amortized Intangible Assets - (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 26, 2016 | Mar. 28, 2015 | Dec. 27, 2014 | Dec. 26, 2015 | |
Components of amortized intangible assets | ||||
Gross Carrying Amount | $ 214,210 | $ 215,939 | ||
Accumulated Amortization | 114,689 | 111,672 | ||
Amortization expense for intangible assets | 3,995 | $ 4,913 | ||
Estimated amortization expense | ||||
2,015 | 15,841 | |||
2,016 | 15,754 | |||
2,017 | 14,116 | |||
2,018 | 13,324 | |||
2,019 | 12,283 | |||
Customer Relationships | ||||
Components of amortized intangible assets | ||||
Gross Carrying Amount | 199,902 | 201,801 | ||
Accumulated Amortization | $ 104,376 | 101,614 | ||
Weighted Average Life | 13 years | 13 years | ||
Proprietary Software & Database | ||||
Components of amortized intangible assets | ||||
Gross Carrying Amount | $ 3,611 | 3,571 | ||
Accumulated Amortization | $ 2,997 | 2,966 | ||
Weighted Average Life | 8 years | 8 years | ||
Patents & Proprietary Technology | ||||
Components of amortized intangible assets | ||||
Gross Carrying Amount | $ 6,835 | 6,815 | ||
Accumulated Amortization | $ 3,528 | 3,421 | ||
Weighted Average Life | 11 years | 11 years | ||
Other | ||||
Components of amortized intangible assets | ||||
Gross Carrying Amount | $ 3,862 | 3,752 | ||
Accumulated Amortization | $ 3,788 | $ 3,671 | ||
Weighted Average Life | 3 years | 3 years |
GOODWILL AND INTANGIBLE ASSET37
GOODWILL AND INTANGIBLE ASSETS - Carrying Values of Trade Names - (Details) - USD ($) $ in Thousands | Mar. 26, 2016 | Dec. 26, 2015 |
Webforge | ||
Non-amortized intangible assets | ||
Carrying value of trade names | $ 9,877 | $ 10,430 |
Valmont SM | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 9,286 | 8,919 |
Newmark | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 11,111 | 11,111 |
Ingal EPS/Ingal Civil Products | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 8,053 | 8,504 |
Donhad | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 6,075 | 6,415 |
Shakespeare | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 4,000 | 4,000 |
Industrial Galvanizers | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 2,521 | 2,662 |
Other | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 14,093 | 13,889 |
Trade Names | ||
Non-amortized intangible assets | ||
Carrying value of trade names | $ 65,016 | $ 65,930 |
GOODWILL AND INTANGIBLE ASSET38
GOODWILL AND INTANGIBLE ASSETS - Impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2016 | Dec. 26, 2015 | |
EIP | Webforge | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment | $ 5,000 | $ 1 |
Coatings Segment | Industrial Galvanizers | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment | $ 1,100 |
GOODWILL AND INTANGIBLE ASSET39
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 26, 2016 | Dec. 26, 2015 | |
Goodwill | ||
Goodwill, Gross | $ 371,808 | |
Carrying amount of goodwill | ||
Balance at the beginning of the period | $ 336,916 | |
Balance at December 26, 2015 | (34,892) | |
Foreign currency translation | (2,647) | |
Balance at the end of the period | 334,269 | 336,916 |
Engineered Support Structures Segment | ||
Goodwill | ||
Goodwill, Gross | 101,275 | |
Carrying amount of goodwill | ||
Balance at the beginning of the period | 101,275 | |
Foreign currency translation | (1,502) | |
Balance at the end of the period | 99,773 | 101,275 |
Energy and Mining Segment [Member] | ||
Goodwill | ||
Goodwill, Gross | 99,829 | |
Carrying amount of goodwill | ||
Balance at the beginning of the period | 81,159 | |
Balance at December 26, 2015 | (18,670) | |
Foreign currency translation | (1,462) | |
Balance at the end of the period | 79,697 | 81,159 |
Utility Support Structures Segment | ||
Goodwill | ||
Goodwill, Gross | 75,404 | |
Carrying amount of goodwill | ||
Balance at the beginning of the period | 75,404 | |
Foreign currency translation | 0 | |
Balance at the end of the period | 75,404 | 75,404 |
Coatings Segment | ||
Goodwill | ||
Goodwill, Gross | 75,941 | |
Carrying amount of goodwill | ||
Balance at the beginning of the period | 59,719 | |
Balance at December 26, 2015 | (9,100) | (16,222) |
Foreign currency translation | 290 | |
Balance at the end of the period | 60,009 | 59,719 |
Irrigation Segment | ||
Goodwill | ||
Goodwill, Gross | 19,359 | |
Carrying amount of goodwill | ||
Balance at the beginning of the period | 19,359 | |
Foreign currency translation | 27 | |
Balance at the end of the period | $ 19,386 | $ 19,359 |
CASH FLOW SUPPLEMENTARY INFOR40
CASH FLOW SUPPLEMENTARY INFORMATION (Details) - USD ($) | May. 13, 2014 | Mar. 26, 2016 | Mar. 28, 2015 | Sep. 26, 2015 | Feb. 24, 2015 |
Supplemental Cash Flow Elements [Abstract] | |||||
Increased dividend (as a percent) | 50.00% | ||||
Maximum amount of common stock authorized to repurchase under share repurchase program | $ 500,000,000 | $ 250,000,000 | |||
Period over which common stock are authorized to repurchase under share repurchase program | 12 months | ||||
Shares acquired under share repurchase program | 4,300,599 | ||||
Value of shares acquired under share repurchase program | $ 16,939,000 | $ 72,900,000 | $ 581,000,000 | ||
Supplemental Cash Flow Information [Abstract] | |||||
Interest | 559,000 | 510,000 | |||
Income taxes | $ 4,788,000 | $ 5,047,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | |
Basic EPS | ||
Net earnings attributable to Valmont Industries, Inc. | $ 32,969,000 | $ 30,739,000 |
Shares outstanding basic (in shares) | 22,700,000 | 23,868,000 |
Per share amount basic (in dollars per share) | $ 1.45 | $ 1.29 |
Dilutive Effect of Stock Options | ||
Dilutive Effect of Stock Options | $ 0 | $ 0 |
Dilutive effect of stock options number of shares (in shares) | 116,000 | 114,000 |
Dilutive effect of stock options (in dollars per share) | $ 0 | $ (0.01) |
Diluted EPS | ||
Diluted EPS | $ 32,969,000 | $ 30,739,000 |
Shares outstanding dilutive (in shares) | 22,816,000 | 23,982,000 |
Per share amount diluted (in dollars per share) | $ 1.45 | $ 1.28 |
Antidilutive Securities | ||
Outstanding stock options with exercise prices exceeding the market price of common stock, excluded from the computation of diluted earnings per share (in shares) | 403,407 | 452,103 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) $ in Thousands | 3 Months Ended | |
Mar. 26, 2016USD ($)segment | Mar. 28, 2015USD ($) | |
Business Segments | ||
Number of reportable segments | segment | 5 | |
Maximum percentage of sales of other businesses and activities to consolidated sales as basis for aggregation | 1.00% | |
Net sales | $ 596,605 | $ 670,398 |
Operating income | 62,365 | 57,683 |
Engineered Support Structures Segment | ||
Business Segments | ||
Net sales | 165,959 | 170,798 |
Operating income | 14,208 | 9,450 |
Energy and Mining Segment [Member] | ||
Business Segments | ||
Net sales | 70,791 | 88,012 |
Operating income | 1,902 | 4,366 |
Utility Support Structures Segment | ||
Business Segments | ||
Net sales | 144,344 | 176,052 |
Operating income | 14,768 | 15,357 |
Coatings Segment | ||
Business Segments | ||
Net sales | 58,768 | 61,813 |
Operating income | 11,413 | 10,999 |
Irrigation Segment | ||
Business Segments | ||
Net sales | 156,743 | 172,853 |
Operating income | 28,845 | 30,174 |
Other | ||
Business Segments | ||
Net sales | 0 | 870 |
Operating income | 0 | (1,108) |
Corporate | ||
Business Segments | ||
Operating income | (8,771) | (11,555) |
Operating Segment | ||
Business Segments | ||
Sales | 621,035 | 693,412 |
Operating Segment | Engineered Support Structures Segment | ||
Business Segments | ||
Sales | 176,971 | 177,904 |
Operating Segment | Engineered Support Structures Segment | Lighting, Traffic, and Roadway Products | ||
Business Segments | ||
Sales | 146,302 | 145,348 |
Operating Segment | Engineered Support Structures Segment | Communication Products | ||
Business Segments | ||
Sales | 30,669 | 32,556 |
Operating Segment | Energy and Mining Segment [Member] | ||
Business Segments | ||
Sales | 72,449 | 88,061 |
Operating Segment | Energy and Mining Segment [Member] | Offshore Structures | ||
Business Segments | ||
Sales | 22,969 | 24,848 |
Operating Segment | Energy and Mining Segment [Member] | Grinding Media [Member] | ||
Business Segments | ||
Sales | 19,490 | 27,491 |
Operating Segment | Energy and Mining Segment [Member] | Access Systems | ||
Business Segments | ||
Sales | 29,990 | 35,722 |
Operating Segment | Utility Support Structures Segment | ||
Business Segments | ||
Sales | 144,520 | 176,341 |
Operating Segment | Utility Support Structures Segment | Steel | ||
Business Segments | ||
Sales | 121,971 | 158,273 |
Operating Segment | Utility Support Structures Segment | Concrete | ||
Business Segments | ||
Sales | 22,549 | 18,068 |
Operating Segment | Coatings Segment | ||
Business Segments | ||
Sales | 68,581 | 74,360 |
Operating Segment | Irrigation Segment | ||
Business Segments | ||
Sales | 158,514 | 174,577 |
Operating Segment | Other | ||
Business Segments | ||
Sales | 0 | 2,169 |
Intersegment | ||
Business Segments | ||
Sales | 24,430 | 23,014 |
Intersegment | Engineered Support Structures Segment | ||
Business Segments | ||
Sales | 11,012 | 7,106 |
Intersegment | Energy and Mining Segment [Member] | ||
Business Segments | ||
Sales | 1,658 | 49 |
Intersegment | Utility Support Structures Segment | ||
Business Segments | ||
Sales | 176 | 289 |
Intersegment | Coatings Segment | ||
Business Segments | ||
Sales | 9,813 | 12,547 |
Intersegment | Irrigation Segment | ||
Business Segments | ||
Sales | 1,771 | 1,724 |
Intersegment | Other | ||
Business Segments | ||
Sales | $ 0 | $ 1,299 |
GUARANTOR_NON-GUARANTOR FINAN43
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Statements of Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | ||
Parent company's percentage ownership of Guarantors | 100.00% | |
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||
Net sales | $ 596,605 | $ 670,398 |
Cost of sales | 435,636 | 504,944 |
Gross profit | 160,969 | 165,454 |
Selling, general and administrative expenses | 98,604 | 107,771 |
Operating income | 62,365 | 57,683 |
Other income (expense): | ||
Interest expense | (11,054) | (11,128) |
Interest income | 811 | 874 |
Other | (1,678) | 1,016 |
Total other income (expenses) | (11,921) | (9,238) |
Earnings before income taxes | 50,444 | 48,445 |
Income tax expense (benefit): | ||
Current | 10,514 | 11,774 |
Deferred income taxes | 5,759 | 5,164 |
Total income tax expense (benefit) | 16,273 | 16,938 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 34,171 | 31,507 |
Equity in earnings of nonconsolidated subsidiaries | 0 | 0 |
Net earnings | 34,171 | 31,507 |
Less: Earnings attributable to noncontrolling interests | (1,202) | (768) |
Net earnings attributable to Valmont Industries, Inc. | 32,969 | 30,739 |
Parent | ||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||
Net sales | 285,038 | 329,131 |
Cost of sales | 207,861 | 249,867 |
Gross profit | 77,177 | 79,264 |
Selling, general and administrative expenses | 42,494 | 48,042 |
Operating income | 34,683 | 31,222 |
Other income (expense): | ||
Interest expense | (10,930) | (10,832) |
Interest income | 67 | 9 |
Other | (375) | (649) |
Total other income (expenses) | (11,238) | (11,472) |
Earnings before income taxes | 23,445 | 19,750 |
Income tax expense (benefit): | ||
Current | 5,583 | 1,392 |
Deferred income taxes | 2,419 | 5,469 |
Total income tax expense (benefit) | 8,002 | 6,861 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 15,443 | 12,889 |
Equity in earnings of nonconsolidated subsidiaries | 17,526 | 17,850 |
Net earnings | 32,969 | 30,739 |
Less: Earnings attributable to noncontrolling interests | 0 | 0 |
Net earnings attributable to Valmont Industries, Inc. | 32,969 | 30,739 |
Guarantors | ||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||
Net sales | 91,526 | 95,948 |
Cost of sales | 67,862 | 74,896 |
Gross profit | 23,664 | 21,052 |
Selling, general and administrative expenses | 11,430 | 11,297 |
Operating income | 12,234 | 9,755 |
Other income (expense): | ||
Interest expense | 0 | 0 |
Interest income | 25 | 2 |
Other | 12 | (24) |
Total other income (expenses) | 37 | (22) |
Earnings before income taxes | 12,271 | 9,733 |
Income tax expense (benefit): | ||
Current | 2,572 | 4,627 |
Deferred income taxes | 2,149 | (533) |
Total income tax expense (benefit) | 4,721 | 4,094 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 7,550 | 5,639 |
Equity in earnings of nonconsolidated subsidiaries | 2,113 | 4,305 |
Net earnings | 9,663 | 9,944 |
Less: Earnings attributable to noncontrolling interests | 0 | 0 |
Net earnings attributable to Valmont Industries, Inc. | 9,663 | 9,944 |
Non- Guarantors | ||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||
Net sales | 272,114 | 302,236 |
Cost of sales | 211,393 | 236,985 |
Gross profit | 60,721 | 65,251 |
Selling, general and administrative expenses | 44,680 | 48,432 |
Operating income | 16,041 | 16,819 |
Other income (expense): | ||
Interest expense | (124) | (296) |
Interest income | 719 | 863 |
Other | (1,315) | 1,689 |
Total other income (expenses) | (720) | 2,256 |
Earnings before income taxes | 15,321 | 19,075 |
Income tax expense (benefit): | ||
Current | 2,479 | 5,797 |
Deferred income taxes | 1,191 | 228 |
Total income tax expense (benefit) | 3,670 | 6,025 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 11,651 | 13,050 |
Equity in earnings of nonconsolidated subsidiaries | 0 | 0 |
Net earnings | 11,651 | 13,050 |
Less: Earnings attributable to noncontrolling interests | (1,202) | (768) |
Net earnings attributable to Valmont Industries, Inc. | 10,449 | 12,282 |
Eliminations | ||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||
Net sales | (52,073) | (56,917) |
Cost of sales | (51,480) | (56,804) |
Gross profit | (593) | (113) |
Selling, general and administrative expenses | 0 | 0 |
Operating income | (593) | (113) |
Other income (expense): | ||
Interest expense | 0 | 0 |
Interest income | 0 | 0 |
Other | 0 | 0 |
Total other income (expenses) | 0 | 0 |
Earnings before income taxes | (593) | (113) |
Income tax expense (benefit): | ||
Current | (120) | (42) |
Deferred income taxes | 0 | 0 |
Total income tax expense (benefit) | (120) | (42) |
Earnings before equity in earnings of nonconsolidated subsidiaries | (473) | (71) |
Equity in earnings of nonconsolidated subsidiaries | (19,639) | (22,155) |
Net earnings | (20,112) | (22,226) |
Less: Earnings attributable to noncontrolling interests | 0 | 0 |
Net earnings attributable to Valmont Industries, Inc. | $ (20,112) | $ (22,226) |
GUARANTOR_NON-GUARANTOR FINAN44
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | |
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||
Net earnings | $ 34,171 | $ 31,507 |
Foreign currency translation adjustments: | ||
Unrealized translation gain (loss) | 2,513 | (58,178) |
Unrealized gain/(loss) on cash flow hedge: | ||
Amortization cost included in interest expense | 19 | 18 |
Gain on cash flow hedges | 0 | 294 |
Actuarial gain (loss) in defined benefit pension plan liability | 294 | |
Equity in other comprehensive income | 0 | 0 |
Other comprehensive income (loss) | 2,532 | (57,866) |
Comprehensive income (loss) | 36,703 | (26,359) |
Comprehensive loss (income) attributable to noncontrolling interests | (2,327) | 1,327 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | 34,376 | (25,032) |
Parent | ||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||
Net earnings | 32,969 | 30,739 |
Foreign currency translation adjustments: | ||
Unrealized translation gain (loss) | 0 | 0 |
Unrealized gain/(loss) on cash flow hedge: | ||
Amortization cost included in interest expense | 19 | 18 |
Actuarial gain (loss) in defined benefit pension plan liability | 92 | |
Equity in other comprehensive income | 1,388 | (55,881) |
Other comprehensive income (loss) | 1,407 | (55,771) |
Comprehensive income (loss) | 34,376 | (25,032) |
Comprehensive loss (income) attributable to noncontrolling interests | 0 | 0 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | 34,376 | (25,032) |
Guarantors | ||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||
Net earnings | 9,663 | 9,944 |
Foreign currency translation adjustments: | ||
Unrealized translation gain (loss) | (178) | (8,888) |
Unrealized gain/(loss) on cash flow hedge: | ||
Amortization cost included in interest expense | 0 | 0 |
Actuarial gain (loss) in defined benefit pension plan liability | 0 | |
Equity in other comprehensive income | 0 | 0 |
Other comprehensive income (loss) | (178) | (8,888) |
Comprehensive income (loss) | 9,485 | 1,056 |
Comprehensive loss (income) attributable to noncontrolling interests | 0 | 0 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | 9,485 | 1,056 |
Non- Guarantors | ||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||
Net earnings | 11,651 | 13,050 |
Foreign currency translation adjustments: | ||
Unrealized translation gain (loss) | 2,691 | (49,290) |
Unrealized gain/(loss) on cash flow hedge: | ||
Amortization cost included in interest expense | 0 | 0 |
Actuarial gain (loss) in defined benefit pension plan liability | 202 | |
Equity in other comprehensive income | 0 | 0 |
Other comprehensive income (loss) | 2,691 | (49,088) |
Comprehensive income (loss) | 14,342 | (36,038) |
Comprehensive loss (income) attributable to noncontrolling interests | (2,327) | 1,327 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | 12,015 | (34,711) |
Eliminations | ||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||
Net earnings | (20,112) | (22,226) |
Foreign currency translation adjustments: | ||
Unrealized translation gain (loss) | 0 | 0 |
Unrealized gain/(loss) on cash flow hedge: | ||
Amortization cost included in interest expense | 0 | 0 |
Actuarial gain (loss) in defined benefit pension plan liability | 0 | |
Equity in other comprehensive income | (1,388) | 55,881 |
Other comprehensive income (loss) | (1,388) | 55,881 |
Comprehensive income (loss) | (21,500) | 33,655 |
Comprehensive loss (income) attributable to noncontrolling interests | 0 | 0 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ (21,500) | $ 33,655 |
GUARANTOR_NON-GUARANTOR FINAN45
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Mar. 26, 2016 | Dec. 26, 2015 | Mar. 28, 2015 | Dec. 27, 2014 |
Current assets: | ||||
Cash and cash equivalents | $ 387,714 | $ 349,074 | $ 318,366 | $ 371,579 |
Receivables, net | 449,379 | 466,443 | ||
Inventories | 350,768 | 340,672 | ||
Prepaid expenses | 46,080 | 46,137 | ||
Refundable income taxes | 18,897 | 24,526 | ||
Total current assets | 1,252,838 | 1,226,852 | ||
Property, plant and equipment, at cost | 1,100,804 | 1,081,056 | ||
Less accumulated depreciation and amortization | 568,297 | 548,567 | ||
Net property, plant and equipment | 532,507 | 532,489 | ||
Goodwill | 334,269 | 336,916 | ||
Other intangible assets | 164,537 | 170,197 | ||
Investment in subsidiaries and intercompany accounts | 0 | 0 | ||
Other assets | 115,711 | 125,928 | ||
Total assets | 2,399,862 | 2,392,382 | ||
Current liabilities: | ||||
Current installments of long-term debt | 1,110 | 1,077 | ||
Notes payable to banks | 2,402 | 976 | ||
Accounts payable | 183,059 | 179,983 | ||
Accrued employee compensation and benefits | 58,002 | 70,354 | ||
Accrued expenses | 111,477 | 105,593 | ||
Dividends payable | 8,527 | 8,571 | ||
Total current liabilities | (364,577) | (366,554) | ||
Deferred income taxes | 39,644 | 35,669 | ||
Long-term debt, excluding current installments | 756,878 | 756,918 | ||
Defined benefit pension liability | 170,203 | 179,323 | ||
Deferred compensation | 48,456 | 48,417 | ||
Other noncurrent liabilities | 39,953 | 40,290 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 27,900 | 27,900 | ||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 1,756,082 | 1,729,679 | ||
Accumulated other comprehensive income (loss) | (265,811) | (267,218) | ||
Treasury stock | (587,117) | (571,920) | ||
Total Valmont Industries, Inc. shareholders’ equity | 931,054 | 918,441 | ||
Noncontrolling interest in consolidated subsidiaries | 49,097 | 46,770 | ||
Total shareholders’ equity | 980,151 | 965,211 | 1,143,864 | 1,250,405 |
Total liabilities and shareholders’ equity | 2,399,862 | 2,392,382 | ||
Parent | ||||
Current assets: | ||||
Cash and cash equivalents | 76,634 | 62,281 | 25,571 | 69,869 |
Receivables, net | 128,713 | 130,741 | ||
Inventories | 138,589 | 132,222 | ||
Prepaid expenses | 5,435 | 9,900 | ||
Refundable income taxes | 18,897 | 24,526 | ||
Total current assets | 368,268 | 359,670 | ||
Property, plant and equipment, at cost | 537,701 | 541,536 | ||
Less accumulated depreciation and amortization | 338,782 | 334,471 | ||
Net property, plant and equipment | 198,919 | 207,065 | ||
Goodwill | 20,108 | 20,108 | ||
Other intangible assets | 225 | 238 | ||
Investment in subsidiaries and intercompany accounts | 1,250,625 | 1,239,228 | ||
Other assets | 39,645 | 40,067 | ||
Total assets | 1,877,790 | 1,866,376 | ||
Current liabilities: | ||||
Current installments of long-term debt | 215 | 215 | ||
Notes payable to banks | 0 | 0 | ||
Accounts payable | 58,622 | 66,723 | ||
Accrued employee compensation and benefits | 21,357 | 32,272 | ||
Accrued expenses | 42,241 | 31,073 | ||
Dividends payable | 8,527 | 8,571 | ||
Total current liabilities | (130,962) | (138,854) | ||
Deferred income taxes | 15,874 | 9,686 | ||
Long-term debt, excluding current installments | 751,541 | 751,765 | ||
Defined benefit pension liability | 0 | 0 | ||
Deferred compensation | 43,338 | 43,485 | ||
Other noncurrent liabilities | 5,021 | 4,145 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 27,900 | 27,900 | ||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 1,756,082 | 1,729,679 | ||
Accumulated other comprehensive income (loss) | (265,811) | (267,218) | ||
Treasury stock | (587,117) | (571,920) | ||
Total Valmont Industries, Inc. shareholders’ equity | 931,054 | 918,441 | ||
Noncontrolling interest in consolidated subsidiaries | 0 | 0 | ||
Total shareholders’ equity | 931,054 | 918,441 | ||
Total liabilities and shareholders’ equity | 1,877,790 | 1,866,376 | ||
Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 4,566 | 4,008 | 1,367 | 2,157 |
Receivables, net | 54,384 | 66,387 | ||
Inventories | 40,782 | 38,379 | ||
Prepaid expenses | 804 | 766 | ||
Refundable income taxes | 0 | 0 | ||
Total current assets | 100,536 | 109,540 | ||
Property, plant and equipment, at cost | 142,955 | 132,864 | ||
Less accumulated depreciation and amortization | 74,063 | 69,956 | ||
Net property, plant and equipment | 68,892 | 62,908 | ||
Goodwill | 110,562 | 110,562 | ||
Other intangible assets | 39,710 | 40,959 | ||
Investment in subsidiaries and intercompany accounts | 837,066 | 813,779 | ||
Other assets | 0 | 0 | ||
Total assets | 1,156,766 | 1,137,748 | ||
Current liabilities: | ||||
Current installments of long-term debt | 0 | 0 | ||
Notes payable to banks | 0 | 0 | ||
Accounts payable | 14,148 | 13,680 | ||
Accrued employee compensation and benefits | 4,665 | 6,347 | ||
Accrued expenses | 16,752 | 22,802 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | (35,565) | (42,829) | ||
Deferred income taxes | 0 | 0 | ||
Long-term debt, excluding current installments | 0 | 0 | ||
Defined benefit pension liability | 0 | 0 | ||
Deferred compensation | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 457,950 | 457,950 | ||
Additional paid-in capital | 159,414 | 159,414 | ||
Retained earnings | 568,377 | 541,917 | ||
Accumulated other comprehensive income (loss) | (64,540) | (64,362) | ||
Treasury stock | 0 | 0 | ||
Total Valmont Industries, Inc. shareholders’ equity | 1,121,201 | 1,094,919 | ||
Noncontrolling interest in consolidated subsidiaries | 0 | 0 | ||
Total shareholders’ equity | 1,121,201 | 1,094,919 | ||
Total liabilities and shareholders’ equity | 1,156,766 | 1,137,748 | ||
Non- Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 306,514 | 282,785 | 291,428 | 299,553 |
Receivables, net | 266,282 | 269,315 | ||
Inventories | 174,983 | 173,064 | ||
Prepaid expenses | 39,841 | 35,471 | ||
Refundable income taxes | 0 | 0 | ||
Total current assets | 787,620 | 760,635 | ||
Property, plant and equipment, at cost | 420,148 | 406,656 | ||
Less accumulated depreciation and amortization | 155,452 | 144,140 | ||
Net property, plant and equipment | 264,696 | 262,516 | ||
Goodwill | 203,599 | 206,246 | ||
Other intangible assets | 124,602 | 129,000 | ||
Investment in subsidiaries and intercompany accounts | 1,096,458 | 939,177 | ||
Other assets | 76,066 | 85,861 | ||
Total assets | 2,553,041 | 2,383,435 | ||
Current liabilities: | ||||
Current installments of long-term debt | 895 | 862 | ||
Notes payable to banks | 2,402 | 976 | ||
Accounts payable | 110,289 | 99,580 | ||
Accrued employee compensation and benefits | 31,980 | 31,735 | ||
Accrued expenses | 52,484 | 51,718 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | (198,050) | (184,871) | ||
Deferred income taxes | 23,770 | 25,983 | ||
Long-term debt, excluding current installments | 5,337 | 5,153 | ||
Defined benefit pension liability | 170,203 | 179,323 | ||
Deferred compensation | 5,118 | 4,932 | ||
Other noncurrent liabilities | 34,932 | 36,145 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 648,682 | 648,683 | ||
Additional paid-in capital | 1,107,536 | 1,107,536 | ||
Retained earnings | 513,246 | 354,727 | ||
Accumulated other comprehensive income (loss) | (202,930) | (210,688) | ||
Treasury stock | 0 | 0 | ||
Total Valmont Industries, Inc. shareholders’ equity | 2,066,534 | 1,900,258 | ||
Noncontrolling interest in consolidated subsidiaries | 49,097 | 46,770 | ||
Total shareholders’ equity | 2,115,631 | 1,947,028 | ||
Total liabilities and shareholders’ equity | 2,553,041 | 2,383,435 | ||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Receivables, net | 0 | 0 | ||
Inventories | (3,586) | (2,993) | ||
Prepaid expenses | 0 | 0 | ||
Refundable income taxes | 0 | 0 | ||
Total current assets | (3,586) | (2,993) | ||
Property, plant and equipment, at cost | 0 | 0 | ||
Less accumulated depreciation and amortization | 0 | 0 | ||
Net property, plant and equipment | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Other intangible assets | 0 | 0 | ||
Investment in subsidiaries and intercompany accounts | (3,184,149) | (2,992,184) | ||
Other assets | 0 | 0 | ||
Total assets | (3,187,735) | (2,995,177) | ||
Current liabilities: | ||||
Current installments of long-term debt | 0 | 0 | ||
Notes payable to banks | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Accrued employee compensation and benefits | 0 | 0 | ||
Accrued expenses | 0 | 0 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | 0 | 0 | ||
Deferred income taxes | 0 | 0 | ||
Long-term debt, excluding current installments | 0 | 0 | ||
Defined benefit pension liability | 0 | 0 | ||
Deferred compensation | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | (1,106,632) | (1,106,633) | ||
Additional paid-in capital | (1,266,950) | (1,266,950) | ||
Retained earnings | (1,081,623) | (896,644) | ||
Accumulated other comprehensive income (loss) | 267,470 | 275,050 | ||
Treasury stock | 0 | 0 | ||
Total Valmont Industries, Inc. shareholders’ equity | (3,187,735) | (2,995,177) | ||
Noncontrolling interest in consolidated subsidiaries | 0 | 0 | ||
Total shareholders’ equity | (3,187,735) | (2,995,177) | ||
Total liabilities and shareholders’ equity | $ (3,187,735) | $ (2,995,177) |
GUARANTOR_NON-GUARANTOR FINAN46
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Balance Sheets - Additional Information (Details) - $ / shares | Mar. 26, 2016 | Dec. 26, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
GUARANTOR_NON-GUARANTOR FINAN47
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 16 Months Ended | |
Mar. 26, 2016 | Mar. 28, 2015 | Sep. 26, 2015 | |
Cash flows from operating activities: | |||
Net earnings | $ 34,171 | $ 31,507 | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||
Depreciation and amortization | 20,598 | 23,901 | |
Noncash loss on trading securities | 995 | 4,415 | |
Stock-based compensation | 2,049 | 1,761 | |
Defined benefit pension plan expense | 384 | (150) | |
Contribution to defined benefit pension plan | 0 | (15,735) | |
Gain on sale of property, plant and equipment | 144 | (136) | |
Equity in earnings in nonconsolidated subsidiaries | 0 | 0 | |
Deferred income taxes | 5,759 | 5,164 | |
Changes in assets and liabilities: | |||
Receivables | 20,344 | 18,584 | |
Inventories | (8,022) | (27,041) | |
Prepaid expenses | 910 | 4,954 | |
Accounts payable | 1,383 | (1,261) | |
Accrued expenses | (7,178) | (5,324) | |
Other noncurrent liabilities | (823) | 1,684 | |
Income taxes payable (refundable) | 9,813 | 13,205 | |
Net cash flows from operating activities | 80,527 | 55,528 | |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (13,961) | (16,615) | |
Proceeds from sale of assets | 142 | 185 | |
Other, net | (2,322) | 2,930 | |
Net cash flows from investing activities | (16,141) | (13,500) | |
Cash flows from financing activities: | |||
Net borrowings under short-term agreements | 1,352 | 1,155 | |
Principal payments on long-term borrowings | (220) | (224) | |
Dividends paid | (8,571) | (9,086) | |
Dividends to noncontrolling interest | 0 | (1,290) | |
Proceeds from exercises under stock plans | 1,289 | 1,760 | |
Excess tax benefits from stock option exercises | (66) | 345 | |
Purchase of treasury shares | (16,939) | (72,900) | $ (581,000) |
Purchase of common treasury shares - stock plan exercises | (219) | (2,156) | |
Net cash flows from financing activities | (23,374) | (82,396) | |
Effect of exchange rate changes on cash and cash equivalents | (2,372) | (12,845) | |
Net change in cash and cash equivalents | 38,640 | (53,213) | |
Cash and cash equivalents—beginning of year | 349,074 | 371,579 | |
Cash and cash equivalents—end of period | 387,714 | 318,366 | |
Parent | |||
Cash flows from operating activities: | |||
Net earnings | 32,969 | 30,739 | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||
Depreciation and amortization | 6,857 | 7,478 | |
Noncash loss on trading securities | 0 | 0 | |
Stock-based compensation | 2,049 | 1,761 | |
Defined benefit pension plan expense | 0 | 0 | |
Contribution to defined benefit pension plan | 0 | ||
Gain on sale of property, plant and equipment | (3) | (13) | |
Equity in earnings in nonconsolidated subsidiaries | (17,526) | (17,850) | |
Deferred income taxes | 2,419 | 5,469 | |
Changes in assets and liabilities: | |||
Receivables | 2,027 | (4,779) | |
Inventories | (6,367) | 4,897 | |
Prepaid expenses | 4,465 | 2,282 | |
Accounts payable | (8,102) | 4,358 | |
Accrued expenses | 843 | (2,966) | |
Other noncurrent liabilities | 916 | 1,834 | |
Income taxes payable (refundable) | 5,628 | 6,252 | |
Net cash flows from operating activities | 26,175 | 39,462 | |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | 1,248 | (4,995) | |
Proceeds from sale of assets | 104 | 15 | |
Other, net | 11,332 | 3,257 | |
Net cash flows from investing activities | 12,684 | (1,723) | |
Cash flows from financing activities: | |||
Net borrowings under short-term agreements | 0 | 0 | |
Principal payments on long-term borrowings | 0 | 0 | |
Dividends paid | (8,571) | (9,086) | |
Dividends to noncontrolling interest | 0 | ||
Proceeds from exercises under stock plans | 1,289 | 1,760 | |
Excess tax benefits from stock option exercises | (66) | 345 | |
Purchase of treasury shares | (16,939) | (72,900) | |
Purchase of common treasury shares - stock plan exercises | (219) | (2,156) | |
Net cash flows from financing activities | (24,506) | (82,037) | |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |
Net change in cash and cash equivalents | 14,353 | (44,298) | |
Cash and cash equivalents—beginning of year | 62,281 | 69,869 | |
Cash and cash equivalents—end of period | 76,634 | 25,571 | |
Guarantors | |||
Cash flows from operating activities: | |||
Net earnings | 9,663 | 9,944 | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||
Depreciation and amortization | 3,277 | 3,151 | |
Noncash loss on trading securities | 0 | 0 | |
Stock-based compensation | 0 | 0 | |
Defined benefit pension plan expense | 0 | 0 | |
Contribution to defined benefit pension plan | 0 | ||
Gain on sale of property, plant and equipment | 52 | (10) | |
Equity in earnings in nonconsolidated subsidiaries | (2,113) | (4,305) | |
Deferred income taxes | 2,149 | (533) | |
Changes in assets and liabilities: | |||
Receivables | 12,003 | 6,595 | |
Inventories | (2,403) | (10,307) | |
Prepaid expenses | (38) | (251) | |
Accounts payable | 468 | (1,442) | |
Accrued expenses | (7,732) | (1,001) | |
Other noncurrent liabilities | 0 | 0 | |
Income taxes payable (refundable) | 85 | (4) | |
Net cash flows from operating activities | 15,411 | 1,837 | |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (8,630) | (1,492) | |
Proceeds from sale of assets | (51) | 19 | |
Other, net | (6,286) | (1,130) | |
Net cash flows from investing activities | (14,967) | (2,603) | |
Cash flows from financing activities: | |||
Net borrowings under short-term agreements | 0 | 0 | |
Principal payments on long-term borrowings | 0 | 0 | |
Dividends paid | 0 | 0 | |
Dividends to noncontrolling interest | 0 | ||
Proceeds from exercises under stock plans | 0 | 0 | |
Excess tax benefits from stock option exercises | 0 | 0 | |
Purchase of treasury shares | 0 | 0 | |
Purchase of common treasury shares - stock plan exercises | 0 | 0 | |
Net cash flows from financing activities | 0 | 0 | |
Effect of exchange rate changes on cash and cash equivalents | 114 | (24) | |
Net change in cash and cash equivalents | 558 | (790) | |
Cash and cash equivalents—beginning of year | 4,008 | 2,157 | |
Cash and cash equivalents—end of period | 4,566 | 1,367 | |
Non- Guarantors | |||
Cash flows from operating activities: | |||
Net earnings | 11,651 | 13,050 | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||
Depreciation and amortization | 10,464 | 13,272 | |
Noncash loss on trading securities | 995 | 4,415 | |
Stock-based compensation | 0 | 0 | |
Defined benefit pension plan expense | 384 | (150) | |
Contribution to defined benefit pension plan | (15,735) | ||
Gain on sale of property, plant and equipment | 95 | (113) | |
Equity in earnings in nonconsolidated subsidiaries | 0 | 0 | |
Deferred income taxes | 1,191 | 228 | |
Changes in assets and liabilities: | |||
Receivables | 6,314 | 16,768 | |
Inventories | 155 | (21,631) | |
Prepaid expenses | (3,517) | 2,923 | |
Accounts payable | 9,017 | (4,177) | |
Accrued expenses | (289) | (1,357) | |
Other noncurrent liabilities | (1,739) | (150) | |
Income taxes payable (refundable) | 4,100 | 6,957 | |
Net cash flows from operating activities | 38,821 | 14,300 | |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | (6,579) | (10,128) | |
Proceeds from sale of assets | 89 | 151 | |
Other, net | (7,248) | 732 | |
Net cash flows from investing activities | (13,738) | (9,245) | |
Cash flows from financing activities: | |||
Net borrowings under short-term agreements | 1,352 | 1,155 | |
Principal payments on long-term borrowings | (220) | (224) | |
Dividends paid | 0 | 0 | |
Dividends to noncontrolling interest | (1,290) | ||
Proceeds from exercises under stock plans | 0 | 0 | |
Excess tax benefits from stock option exercises | 0 | 0 | |
Purchase of treasury shares | 0 | 0 | |
Purchase of common treasury shares - stock plan exercises | 0 | 0 | |
Net cash flows from financing activities | 1,132 | (359) | |
Effect of exchange rate changes on cash and cash equivalents | (2,486) | (12,821) | |
Net change in cash and cash equivalents | 23,729 | (8,125) | |
Cash and cash equivalents—beginning of year | 282,785 | 299,553 | |
Cash and cash equivalents—end of period | 306,514 | 291,428 | |
Eliminations | |||
Cash flows from operating activities: | |||
Net earnings | (20,112) | (22,226) | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||
Depreciation and amortization | 0 | 0 | |
Noncash loss on trading securities | 0 | 0 | |
Stock-based compensation | 0 | 0 | |
Defined benefit pension plan expense | 0 | 0 | |
Contribution to defined benefit pension plan | 0 | ||
Gain on sale of property, plant and equipment | 0 | 0 | |
Equity in earnings in nonconsolidated subsidiaries | 19,639 | 22,155 | |
Deferred income taxes | 0 | 0 | |
Changes in assets and liabilities: | |||
Receivables | 0 | 0 | |
Inventories | 593 | 0 | |
Prepaid expenses | 0 | 0 | |
Accounts payable | 0 | 0 | |
Accrued expenses | 0 | 0 | |
Other noncurrent liabilities | 0 | 0 | |
Income taxes payable (refundable) | 0 | 0 | |
Net cash flows from operating activities | 120 | (71) | |
Cash flows from investing activities: | |||
Purchase of property, plant and equipment | 0 | 0 | |
Proceeds from sale of assets | 0 | 0 | |
Other, net | (120) | 71 | |
Net cash flows from investing activities | (120) | 71 | |
Cash flows from financing activities: | |||
Net borrowings under short-term agreements | 0 | 0 | |
Principal payments on long-term borrowings | 0 | 0 | |
Dividends paid | 0 | 0 | |
Dividends to noncontrolling interest | 0 | ||
Proceeds from exercises under stock plans | 0 | 0 | |
Excess tax benefits from stock option exercises | 0 | 0 | |
Purchase of treasury shares | 0 | 0 | |
Purchase of common treasury shares - stock plan exercises | 0 | 0 | |
Net cash flows from financing activities | 0 | 0 | |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |
Net change in cash and cash equivalents | 0 | 0 | |
Cash and cash equivalents—beginning of year | 0 | 0 | |
Cash and cash equivalents—end of period | $ 0 | $ 0 |