GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | 12 Months Ended |
Dec. 27, 2014 |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | (19) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION |
On September 22, 2014, the Company issued and sold $250,000 aggregate principal amount of the Company's 5.00% senior notes due 2044 and $250,000 aggregate principal amount of the Company's 5.25% senior notes due 2054. On September 22, 2014, the Company repurchased through a partial tender offer $199,800 in aggregate principal amount of the Company's 6.625% senior notes due 2020, and $250,200 of the notes remain outstanding following the conclusion of the tender offer. All of the notes are guaranteed, jointly, severally, fully and unconditionally 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. |
In the fourth quarter of 2014, a subsidiary of the Company was removed as a guarantor of our revolving credit facility, and consequently was removed as a guarantor of the notes. All prior year consolidated financial information has been recast to reflect the current guarantor structure. |
Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: |
CONSOLIDATED STATEMENTS OF EARNINGS |
For the Year ended December 27, 2014 |
|
| | Parent | | Guarantors | | Non- | | Eliminations | | Total | |
Guarantors |
Net sales | | $ | 1,392,509 | | $ | 496,326 | | $ | 1,456,053 | | $ | (221,745 | ) | $ | 3,123,143 | |
Cost of sales | | | 1,040,808 | | | 371,639 | | | 1,124,813 | | | (222,234 | ) | | 2,315,026 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 351,701 | | | 124,687 | | | 331,240 | | | 489 | | | 808,117 | |
Selling, general and administrative expenses | | | 196,987 | | | 49,171 | | | 204,243 | | | — | | | 450,401 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 154,714 | | | 75,516 | | | 126,997 | | | 489 | | | 357,716 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest expense | | | (34,267 | ) | | (5 | ) | | (2,518 | ) | | — | | | (36,790 | ) |
Interest income | | | 38 | | | 359 | | | 5,649 | | | — | | | 6,046 | |
Costs associated with refinancing of debt | | | (38,705 | ) | | — | | | — | | | — | | | (38,705 | ) |
Other | | | 2,021 | | | (511 | ) | | (5,594 | ) | | — | | | (4,084 | ) |
| | | | | | | | | | | | | | | | |
| | | (70,913 | ) | | (157 | ) | | (2,463 | ) | | — | | | (73,533 | ) |
| | | | | | | | | | | | | | | | |
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | | | 83,801 | | | 75,359 | | | 124,534 | | | 489 | | | 284,183 | |
| | | | | | | | | | | | | | | | |
Income tax expense (benefit): | | | | | | | | | | | | | | | | |
Current | | | 30,330 | | | 25,277 | | | 33,898 | | | 138 | | | 89,643 | |
Deferred | | | (1,474 | ) | | 1,866 | | | 4,859 | | | — | | | 5,251 | |
| | | | | | | | | | | | | | | | |
| | | 28,856 | | | 27,143 | | | 38,757 | | | 138 | | | 94,894 | |
| | | | | | | | | | | | | | | | |
Earnings before equity in earnings of nonconsolidated subsidiaries | | | 54,945 | | | 48,216 | | | 85,777 | | | 351 | | | 189,289 | |
Equity in earnings of nonconsolidated subsidiaries | | | 129,031 | | | 19,509 | | | 63 | | | (148,574 | ) | | 29 | |
| | | | | | | | | | | | | | | | |
Net earnings | | | 183,976 | | | 67,725 | | | 85,840 | | | (148,223 | ) | | 189,318 | |
Less: Earnings attributable to noncontrolling interests | | | — | | | — | | | (5,342 | ) | | — | | | (5,342 | ) |
| | | | | | | | | | | | | | | | |
Net earnings attributable to Valmont Industries, Inc | | $ | 183,976 | | $ | 67,725 | | $ | 80,498 | | $ | (148,223 | ) | $ | 183,976 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF EARNINGS |
For the Year ended December 28, 2013 |
|
| | Parent | | Guarantors | | Non- | | Eliminations | | Total | |
Guarantors |
Net sales | | $ | 1,540,266 | | $ | 689,230 | | $ | 1,402,191 | | $ | (327,476 | ) | $ | 3,304,211 | |
Cost of sales | | | 1,107,020 | | | 503,431 | | | 1,078,695 | | | (330,163 | ) | | 2,358,983 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 433,246 | | | 185,799 | | | 323,496 | | | 2,687 | | | 945,228 | |
Selling, general and administrative expenses | | | 209,350 | | | 59,368 | | | 203,441 | | | — | | | 472,159 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 223,896 | | | 126,431 | | | 120,055 | | | 2,687 | | | 473,069 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest expense | | | (30,801 | ) | | (2 | ) | | (1,699 | ) | | — | | | (32,502 | ) |
Interest income | | | 55 | | | 1,032 | | | 5,390 | | | — | | | 6,477 | |
Other | | | 4,791 | | | 9 | | | (2,427 | ) | | — | | | 2,373 | |
| | | | | | | | | | | | | | | | |
| | | (25,955 | ) | | 1,039 | | | 1,264 | | | — | | | (23,652 | ) |
| | | | | | | | | | | | | | | | |
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | | | 197,941 | | | 127,470 | | | 121,319 | | | 2,687 | | | 449,417 | |
| | | | | | | | | | | | | | | | |
Income tax expense (benefit): | | | | | | | | | | | | | | | | |
Current | | | 78,912 | | | 45,951 | | | 42,379 | | | 680 | | | 167,922 | |
Deferred | | | (8,948 | ) | | (19 | ) | | (1,174 | ) | | — | | | (10,141 | ) |
| | | | | | | | | | | | | | | | |
| | | 69,964 | | | 45,932 | | | 41,205 | | | 680 | | | 157,781 | |
| | | | | | | | | | | | | | | | |
Earnings before equity in earnings of nonconsolidated subsidiaries | | | 127,977 | | | 81,538 | | | 80,114 | | | 2,007 | | | 291,636 | |
Equity in earnings of nonconsolidated subsidiaries | | | 150,512 | | | 16,417 | | | 494 | | | (166,588 | ) | | 835 | |
Loss from deconsolidation of subsidiary | | | — | | | — | | | (12,011 | ) | | — | | | (12,011 | ) |
| | | | | | | | | | | | | | | | |
Net earnings | | | 278,489 | | | 97,955 | | | 68,597 | | | (164,581 | ) | | 280,460 | |
Less: Earnings attributable to noncontrolling interests | | | — | | | — | | | (1,971 | ) | | — | | | (1,971 | ) |
| | | | | | | | | | | | | | | | |
Net earnings attributable to Valmont Industries, Inc | | $ | 278,489 | | $ | 97,955 | | $ | 66,626 | | $ | (164,581 | ) | $ | 278,489 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF EARNINGS |
For the Year ended December 29, 2012 |
|
| | Parent | | Guarantors | | Non- | | Eliminations | | Total | |
Guarantors |
Net sales | | $ | 1,375,238 | | $ | 620,338 | | $ | 1,331,827 | | $ | (297,862 | ) | $ | 3,029,541 | |
Cost of sales | | | 1,008,087 | | | 489,560 | | | 1,026,037 | | | (296,599 | ) | | 2,227,085 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 367,151 | | | 130,778 | | | 305,790 | | | (1,263 | ) | | 802,456 | |
Selling, general and administrative expenses | | | 178,669 | | | 54,305 | | | 187,186 | | | — | | | 420,160 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 188,482 | | | 76,473 | | | 118,604 | | | (1,263 | ) | | 382,296 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest expense | | | (31,121 | ) | | — | | | (1,845 | ) | | 1,341 | | | (31,625 | ) |
Interest income | | | 45 | | | 1,533 | | | 8,035 | | | (1,341 | ) | | 8,272 | |
Other | | | 1,938 | | | 55 | | | (1,646 | ) | | — | | | 347 | |
| | | | | | | | | | | | | | | | |
| | | (29,138 | ) | | 1,588 | | | 4,544 | | | — | | | (23,006 | ) |
| | | | | | | | | | | | | | | | |
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | | | 159,344 | | | 78,061 | | | 123,148 | | | (1,263 | ) | | 359,290 | |
| | | | | | | | | | | | | | | | |
Income tax expense (benefit): | | | | | | | | | | | | | | | | |
Current | | | 59,648 | | | 27,736 | | | 36,098 | | | (700 | ) | | 122,782 | |
Deferred | | | (4,721 | ) | | (496 | ) | | 8,937 | | | — | | | 3,720 | |
| | | | | | | | | | | | | | | | |
| | | 54,927 | | | 27,240 | | | 45,035 | | | (700 | ) | | 126,502 | |
| | | | | | | | | | | | | | | | |
Earnings before equity in earnings of nonconsolidated subsidiaries | | | 104,417 | | | 50,821 | | | 78,113 | | | (563 | ) | | 232,788 | |
Equity in earnings of nonconsolidated subsidiaries | | | 129,655 | | | 37,925 | | | 5,150 | | | (166,602 | ) | | 6,128 | |
| | | | | | | | | | | | | | | | |
Net earnings | | | 234,072 | | | 88,746 | | | 83,263 | | | (167,165 | ) | | 238,916 | |
Less: Earnings attributable to noncontrolling interests | | | — | | | — | | | (4,844 | ) | | — | | | (4,844 | ) |
| | | | | | | | | | | | | | | | |
Net earnings attributable to Valmont Industries, Inc | | $ | 234,072 | | $ | 88,746 | | $ | 78,419 | | $ | (167,165 | ) | $ | 234,072 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
For the Year ended December 27, 2014 |
|
| | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Total | |
Net earnings | | $ | 183,976 | | $ | 67,725 | | $ | 85,840 | | $ | (148,223 | ) | $ | 189,318 | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments: | | | | | | | | | | | | | | | | |
Unrealized gains (losses) arising during the period | | | — | | | (51,536 | ) | | (30,739 | ) | | | | | (82,275 | ) |
| | | | | | | | | | | | | | | | |
| | | — | | | (51,536 | ) | | (30,739 | ) | | — | | | (82,275 | ) |
| | | | | | | | | | | | | | | | |
Unrealized loss on cash flow hedge: | | | | | | | | | | | | | | | | |
Loss arising during the period | | | 983 | | | | | | | | | | | | 983 | |
— | — | — |
Gain on cash flow hedges | | | 4,837 | | | — | | | — | | | — | | | 4,837 | |
Amortization cost included in interest expense | | | 594 | | | | | | | | | | | | 594 | |
| | | | | | | | | | | | | | | | |
| | | 6,414 | | | — | | | — | | | — | | | 6,414 | |
| | | | | | | | | | | | | | | | |
Actuarial gain (loss) in defined benefit pension plan liability | | | — | | | | | | (13,709 | ) | | | | | (13,709 | ) |
Equity in other comprehensive income | | | (93,162 | ) | | | | | | | | 93,162 | | | — | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | (86,748 | ) | | (51,536 | ) | | (44,448 | ) | | 93,162 | | | (89,570 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income | | | 97,228 | | | 16,189 | | | 41,392 | | | (55,061 | ) | | 99,748 | |
Comprehensive income attributable to noncontrolling interests | | | | | | | | | (2,520 | ) | | | | | (2,520 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to Valmont Industries, Inc. | | $ | 97,228 | | $ | 16,189 | | $ | $ | | $ | (55,061 | ) | $ | 97,228 | |
38,872 |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
For the Year ended December 28, 2013 |
|
| | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Total | |
Net earnings | | $ | 278,489 | | $ | 97,955 | | $ | 68,597 | | $ | (164,581 | ) | $ | 280,460 | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments: | | | | | | | | | | | | | | | | |
Unrealized gains (losses) arising during the period | | | — | | | (4,772 | ) | | (66,926 | ) | | — | | | (71,698 | ) |
Realized loss on sale of investment in foreign entity included in other expense | | | — | | | — | | | 5,194 | | | — | | | 5,194 | |
Realized loss on deconsolidation of subsidiary | | | | | | | | | 8,559 | | | | | | 8,559 | |
| | | | | | | | | | | | | | | | |
| | | — | | | (4,772 | ) | | (53,173 | ) | | — | | | (57,945 | ) |
| | | | | | | | | | | | | | | | |
Unrealized loss on cash flow hedge: | | | | | | | | | | | | | | | | |
Amortization cost included in interest expense | | | 400 | | | — | | | — | | | — | | | 400 | |
| | | | | | | | | | | | | | | | |
| | | 400 | | | — | | | — | | | — | | | 400 | |
| | | | | | | | | | | | | | | | |
Actuarial gain (loss) in defined benefit pension plan liability | | | — | | | — | | | (41,282 | ) | | — | | | (41,282 | ) |
Equity in other comprehensive income | | | (106,430 | ) | | — | | | — | | | 106,430 | | | — | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | (106,030 | ) | | (4,772 | ) | | (94,455 | ) | | 106,430 | | | (98,827 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income | | | 172,459 | | | 93,183 | | | (25,858 | ) | | (58,151 | ) | | 181,633 | |
Comprehensive income attributable to noncontrolling interests | | | — | | | — | | | (9,174 | ) | | — | | | (9,174 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to Valmont Industries, Inc. | | $ | 172,459 | | $ | 93,183 | | $ | (35,032 | ) | $ | (58,151 | ) | $ | 172,459 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
For the Year ended December 29, 2012 |
|
| | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Total | |
Net earnings | | $ | 234,072 | | $ | 88,746 | | $ | 83,263 | | $ | (167,165 | ) | $ | 238,916 | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments: | | | | | | | | | | | | | | | | |
Unrealized gains (losses) arising during the period | | | — | | | 884 | | | 14,857 | | | — | | | 15,741 | |
| | | | | | | | | | | | | | | | |
| | | — | | | 884 | | | 14,857 | | | — | | | 15,741 | |
| | | | | | | | | | | | | | | | |
Unrealized loss on cash flow hedge: | | | | | | | | | | | | | | | | |
Amortization cost included in interest expense | | | 400 | | | | | | | | | | | | 400 | |
— | — | — |
| | | | | | | | | | | | | | | | |
| | | 400 | | | — | | | — | | | — | | | 400 | |
| | | | | | | | | | | | | | | | |
Actuarial gain (loss) in defined benefit pension plan liability | | | — | | | — | | | (35,020 | ) | | — | | | (35,020 | ) |
Equity in other comprehensive income | | | (20,514 | ) | | — | | | — | | | 20,514 | | | — | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | (20,114 | ) | | 884 | | | (20,163 | ) | | 20,514 | | | (18,879 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income | | | 213,958 | | | 89,630 | | | 63,100 | | | (146,651 | ) | | 220,037 | |
Comprehensive income attributable to noncontrolling interests | | | — | | | — | | | (6,079 | ) | | — | | | (6,079 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to Valmont Industries, Inc. | | $ | 213,958 | | $ | 89,630 | | $ | 57,021 | | $ | (146,651 | ) | $ | 213,958 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONSOLIDATED BALANCE SHEETS |
For the Year ended December 27, 2014 |
|
| | Parent | | Guarantors | | Non- | | Eliminations | | Total | |
Guarantors |
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 69,869 | | $ | 2,157 | | $ | 299,553 | | $ | — | | $ | 371,579 | |
Receivables, net | | | 158,316 | | | 68,414 | | | 310,188 | | | — | | | 536,918 | |
Inventories | | | 127,859 | | | 54,914 | | | 177,512 | | | (763 | ) | | 359,522 | |
Prepaid expenses | | | 7,087 | | | 502 | | | 49,323 | | | — | | | 56,912 | |
Refundable and deferred income taxes | | | 53,307 | | | 6,194 | | | 8,509 | | | — | | | 68,010 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 416,438 | | | 132,181 | | | 845,085 | | | (763 | ) | | 1,392,941 | |
| | | | | | | | | | | | | | | | |
Property, plant and equipment, at cost | | | 556,658 | | | 124,182 | | | 458,729 | | | — | | | 1,139,569 | |
Less accumulated depreciation and amortization | | | 319,899 | | | 65,493 | | | 147,724 | | | — | | | 533,116 | |
| | | | | | | | | | | | | | | | |
Net property, plant and equipment | | | 236,759 | | | 58,689 | | | 311,005 | | | — | | | 606,453 | |
| | | | | | | | | | | | | | | | |
Goodwill | | | 20,108 | | | 107,542 | | | 257,461 | | | | | | 385,111 | |
Other intangible assets | | | 292 | | | 43,644 | | | 158,068 | | | | | | 202,004 | |
Investment in subsidiaries and intercompany accounts | | | 1,446,989 | | | 825,236 | | | 887,055 | | | (3,159,280 | ) | | — | |
Other assets | | | 46,587 | | | — | | | 96,572 | | | | | | 143,159 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 2,167,173 | | $ | 1,167,292 | | $ | 2,555,246 | | $ | (3,160,043 | ) | $ | 2,729,668 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Current installments of long-term debt | | $ | 213 | | $ | — | | $ | 968 | | $ | — | | $ | 1,181 | |
Notes payable to banks | | | — | | | — | | | 13,952 | | | — | | | 13,952 | |
Accounts payable | | | 59,893 | | | 15,151 | | | 121,521 | | | | | | 196,565 | |
Accrued employee compensation and benefits | | | 48,169 | | | 5,385 | | | 34,396 | | | — | | | 87,950 | |
Accrued expenses | | | 32,616 | | | 6,052 | | | 49,812 | | | — | | | 88,480 | |
Dividends payable | | | 9,086 | | | — | | | — | | | — | | | 9,086 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 149,977 | | | 26,588 | | | 220,649 | | | — | | | 397,214 | |
| | | | | | | | | | | | | | | | |
Deferred income taxes | | | 5,584 | | | 28,988 | | | 37,225 | | | — | | | 71,797 | |
Long-term debt, excluding current installments | | | 759,895 | | | — | | | 6,759 | | | — | | | 766,654 | |
Defined benefit pension liability | | | — | | | — | | | 150,124 | | | — | | | 150,124 | |
Deferred compensation | | | 41,803 | | | — | | | 6,129 | | | | | | 47,932 | |
Other noncurrent liabilities | | | 8,081 | | | — | | | 37,461 | | | — | | | 45,542 | |
Commitments and contingencies | | | | | | | | | | | | | | | | |
Shareholders' equity: | | | | | | | | | | | | | | | | |
Common stock of $1 par value | | | 27,900 | | | 457,950 | | | 648,682 | | | (1,106,633 | ) | | 27,900 | |
Additional paid-in capital | | | — | | | 150,286 | | | 1,098,408 | | | (1,248,694 | ) | | — | |
Retained earnings | | | 1,718,662 | | | 552,676 | | | 397,302 | | | (949,978 | ) | | 1,718,662 | |
Accumulated other comprehensive income | | | (134,433 | ) | | (49,196 | ) | | (96,065 | ) | | 145,261 | | | (134,433 | ) |
Treasury stock | | | (410,296 | ) | | — | | | — | | | — | | | (410,296 | ) |
| | | | | | | | | | | | | | | | |
Total Valmont Industries, Inc. shareholders' equity | | | 1,201,833 | | | 1,111,716 | | | 2,048,327 | | | (3,160,043 | ) | | 1,201,833 | |
| | | | | | | | | | | | | | | | |
Noncontrolling interest in consolidated subsidiaries | | | | | | | | | 48,572 | | | | | | 48,572 | |
| | | | | | | | | | | | | | | | |
Total shareholders' equity | | | 1,201,833 | | | 1,111,716 | | | 2,096,899 | | | (3,160,043 | ) | | 1,250,405 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | | $ | 2,167,173 | | $ | 1,167,292 | | $ | 2,555,246 | | $ | (3,160,043 | ) | $ | 2,729,668 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONSOLIDATED BALANCE SHEETS |
For the Year ended December 28, 2013 |
|
| | Parent | | Guarantors | | Non- | | Eliminations | | Total | |
Guarantors |
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 215,576 | | $ | 29,797 | | $ | 368,333 | | $ | — | | $ | 613,706 | |
Receivables, net | | | 139,179 | | | 108,600 | | | 267,661 | | | — | | | 515,440 | |
Inventories | | | 132,953 | | | 70,231 | | | 176,816 | | | — | | | 380,000 | |
Prepaid expenses | | | 4,735 | | | 932 | | | 17,330 | | | — | | | 22,997 | |
Refundable and deferred income taxes | | | 41,167 | | | 8,351 | | | 16,179 | | | — | | | 65,697 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 533,610 | | | 217,911 | | | 846,319 | | | — | | | 1,597,840 | |
| | | | | | | | | | | | | | | | |
Property, plant and equipment, at cost | | | 522,734 | | | 125,764 | | | 368,628 | | | — | | | 1,017,126 | |
Less accumulated depreciation and amortization | | | 300,066 | | | 61,520 | | | 121,330 | | | — | | | 482,916 | |
| | | | | | | | | | | | | | | | |
Net property, plant and equipment | | | 222,668 | | | 64,244 | | | 247,298 | | | — | | | 534,210 | |
| | | | | | | | | | | | | | | | |
Goodwill | | | 20,108 | | | 107,542 | | | 221,982 | | | — | | | 349,632 | |
Other intangible assets | | | 346 | | | 48,461 | | | 122,110 | | | — | | | 170,917 | |
Investment in subsidiaries and intercompany accounts | | | 1,417,425 | | | 791,450 | | | 827,508 | | | (3,036,388 | ) | | — | |
Other assets | | | 30,759 | | | — | | | 112,513 | | | (19,377 | ) | | 123,895 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 2,224,916 | | $ | 1,229,608 | | $ | 2,377,730 | | $ | (3,055,760 | ) | $ | 2,776,494 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Current installments of long-term debt | | $ | 188 | | $ | — | | $ | 14 | | $ | — | | $ | 202 | |
Notes payable to banks | | | — | | | — | | | 19,024 | | | — | | | 19,024 | |
Accounts payable | | | 62,153 | | | 20,365 | | | 133,603 | | | — | | | 216,121 | |
Accrued employee compensation and benefits | | | 76,370 | | | 13,713 | | | 32,884 | | | — | | | 122,967 | |
Accrued expenses | | | 28,362 | | | 7,315 | | | 35,883 | | | — | | | 71,560 | |
Income Taxes Payable | | | — | | | 19,377 | | | — | | | (19,377 | ) | | — | |
Dividends payable | | | 6,706 | | | — | | | — | | | — | | | 6,706 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 173,779 | | | 60,770 | | | 221,408 | | | (19,377 | ) | | 436,580 | |
| | | | | | | | | | | | | | | | |
Deferred income taxes | | | 18,983 | | | 29,310 | | | 30,631 | | | — | | | 78,924 | |
Long-term debt, excluding current installments | | | 470,175 | | | — | | | 732 | | | — | | | 470,907 | |
Defined benefit pension liability | | | — | | | — | | | 154,397 | | | — | | | 154,397 | |
Deferred compensation | | | 32,339 | | | — | | | 6,770 | | | — | | | 39,109 | |
Other noncurrent liabilities | | | 7,615 | | | — | | | 44,116 | | | — | | | 51,731 | |
Commitments and contingencies | | | | | | | | | | | | | | | | |
Shareholders' equity: | | | | | | | | | | | | | | | | |
Common stock of $1 par value | | | 27,900 | | | 457,950 | | | 648,682 | | | (1,106,632 | ) | | 27,900 | |
Additional paid-in capital | | | — | | | 150,286 | | | 891,236 | | | (1,041,522 | ) | | — | |
Retained earnings | | | 1,562,670 | | | 528,952 | | | 472,162 | | | (1,001,114 | ) | | 1,562,670 | |
Accumulated other comprehensive income | | | (47,685 | ) | | 2,340 | | | (115,225 | ) | | 112,885 | | | (47,685 | ) |
Treasury stock | | | (20,860 | ) | | — | | | — | | | — | | | (20,860 | ) |
| | | | | | | | | | | | | | | | |
Total Valmont Industries, Inc. shareholders' equity | | | 1,522,025 | | | 1,139,528 | | | 1,896,855 | | | (3,036,383 | ) | | 1,522,025 | |
| | | | | | | | | | | | | | | | |
Noncontrolling interest in consolidated subsidiaries | | | — | | | — | | | 22,821 | | | — | | | 22,821 | |
| | | | | | | | | | | | | | | | |
Total shareholders' equity | | | 1,522,025 | | | 1,139,528 | | | 1,919,676 | | | (3,036,383 | ) | | 1,544,846 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | | $ | 2,224,916 | | $ | 1,229,608 | | $ | 2,377,730 | | $ | (3,055,760 | ) | $ | 2,776,494 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
For the Year Ended December 27, 2014 |
|
| | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Total | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net earnings | | $ | 183,976 | | $ | 67,725 | | $ | 85,840 | | $ | (148,223 | ) | $ | 189,318 | |
Adjustments to reconcile net earnings to net cash flows from operations: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 24,509 | | | 12,926 | | | 51,893 | | | — | | | 89,328 | |
Loss on investment | | | — | | | — | | | 3,795 | | | — | | | 3,795 | |
Non-cash debt refinancing costs | | | (2,478 | ) | | — | | | — | | | — | | | (2,478 | ) |
Stock-based compensation | | | 6,730 | | | — | | | — | | | — | | | 6,730 | |
Defined benefit pension plan expense | | | — | | | — | | | 2,638 | | | — | | | 2,638 | |
Contribution to defined benefit pension plan | | | — | | | — | | | (18,173 | ) | | — | | | (18,173 | ) |
Change in fair value of contingent consideration | | | — | | | — | | | (4,300 | ) | | — | | | (4,300 | ) |
(Gain) loss on sale of property, plant and equipment | | | 145 | | | 143 | | | 104 | | | — | | | 392 | |
Equity in earnings in nonconsolidated subsidiaries | | | (129,031 | ) | | (19,509 | ) | | (63 | ) | | 148,574 | | | (29 | ) |
Deferred income taxes | | | (1,474 | ) | | 1,866 | | | 4,859 | | | — | | | 5,251 | |
Changes in assets and liabilities (net of the effect from acquisitions): | | | | | | | | | | | | | | | | |
Receivables | | | (19,136 | ) | | 40,186 | | | (20,143 | ) | | — | | | 907 | |
Inventories | | | 5,094 | | | 15,317 | | | 1,047 | | | — | | | 21,458 | |
Prepaid expenses | | | (2,352 | ) | | 429 | | | (11,671 | ) | | — | | | (13,594 | ) |
Accounts payable | | | (2,260 | ) | | (5,212 | ) | | (26,849 | ) | | — | | | (34,321 | ) |
Accrued expenses | | | (21,448 | ) | | (9,590 | ) | | (3,740 | ) | | — | | | (34,778 | ) |
Other noncurrent liabilities | | | 622 | | | — | | | 1,133 | | | — | | | 1,755 | |
Income taxes payable | | | (24,945 | ) | | (19,417 | ) | | 4,559 | | | — | | | (39,803 | ) |
| | | | | | | | | | | | | | | | |
Net cash flows from operating activities | | | 17,952 | | | 84,864 | | | 70,929 | | | 351 | | | 174,096 | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | (41,260 | ) | | (2,823 | ) | | (28,940 | ) | | — | | | (73,023 | ) |
Acquisitions, net of cash acquired | | | — | | | — | | | (185,710 | ) | | — | | | (185,710 | ) |
Proceeds from sale of assets | | | 43 | | | 126 | | | 2,320 | | | — | | | 2,489 | |
Other, net | | | 34,735 | | | (73,799 | ) | | 38,796 | | | (351 | ) | | (619 | ) |
| | | | | | | | | | | | | | | | |
Net cash flows from investing activities | | | (6,482 | ) | | (76,496 | ) | | (173,534 | ) | | (351 | ) | | (256,863 | ) |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Net borrowings under short-term agreements | | | — | | | — | | | (4,472 | ) | | — | | | (4,472 | ) |
Proceeds from long-term borrowings | | | 652,540 | | | — | | | (329 | ) | | — | | | 652,211 | |
Principal payments on long-term obligations | | | (356,994 | ) | | — | | | (864 | ) | | — | | | (357,858 | ) |
Settlement of financial derivative | | | 4,981 | | | — | | | — | | | — | | | 4,981 | |
Dividends paid | | | (32,443 | ) | | — | | | — | | | — | | | (32,443 | ) |
Intercompany dividends | | | 116,995 | | | (36,600 | ) | | (80,395 | ) | | — | | | — | |
Intercompany interest on long-term note | | | — | | | 648 | | | (648 | ) | | — | | | — | |
Intercompany capital contribution | | | (143,000 | ) | | — | | | 143,000 | | | — | | | — | |
Dividends to noncontrolling interest | | | — | | | — | | | (2,919 | ) | | — | | | (2,919 | ) |
Debt issuance fees | | | (7,644 | ) | | — | | | — | | | — | | | (7,644 | ) |
Proceeds from exercises under stock plans | | | 14,572 | | | — | | | — | | | — | | | 14,572 | |
Excess tax benefits from stock option exercises | | | 4,264 | | | — | | | — | | | — | | | 4,264 | |
Purchase of treasury shares | | | (395,045 | ) | | — | | | — | | | — | | | (395,045 | ) |
Purchase of common treasury shares—stock plan exercises | | | (15,403 | ) | | — | | | — | | | — | | | (15,403 | ) |
| | | | | | | | | | | | | | | | |
Net cash flows from financing activities | | | (157,177 | ) | | (35,952 | ) | | 53,373 | | | — | | | (139,756 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | (56 | ) | | (19,548 | ) | | — | | | (19,604 | ) |
| | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | | | (145,707 | ) | | (27,640 | ) | | (68,780 | ) | | — | | | (242,127 | ) |
Cash and cash equivalents—beginning of year | | | 215,576 | | | 29,797 | | | 368,333 | | | — | | | 613,706 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents—end of year | | $ | 69,869 | | $ | 2,157 | | $ | 299,553 | | $ | — | | $ | 371,579 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
For the Year Ended December 28, 2013 |
|
| | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Total | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net earnings | | $ | 278,489 | | $ | 97,955 | | $ | 68,597 | | $ | (164,581 | ) | $ | 280,460 | |
Adjustments to reconcile net earnings to net cash flows from operations: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 21,270 | | | 12,862 | | | 43,304 | | | — | | | 77,436 | |
Deconsolidation of subsidiary | | | — | | | — | | | 12,011 | | | — | | | 12,011 | |
Impairment of property, plant and equipment | | | — | | | — | | | 12,161 | | | — | | | 12,161 | |
Stock-based compensation | | | 6,513 | | | — | | | — | | | — | | | 6,513 | |
Defined benefit pension plan expense | | | — | | | — | | | 6,569 | | | — | | | 6,569 | |
Contribution to defined benefit pension plan | | | — | | | — | | | (17,619 | ) | | — | | | (17,619 | ) |
(Gain) loss on sale of property, plant and equipment | | | 885 | | | 42 | | | (5,245 | ) | | — | | | (4,318 | ) |
Equity in earnings in nonconsolidated subsidiaries | | | (150,512 | ) | | (16,417 | ) | | (494 | ) | | 166,588 | | | (835 | ) |
Deferred income taxes | | | (8,948 | ) | | (19 | ) | | (1,174 | ) | | — | | | (10,141 | ) |
Changes in assets and liabilities (net of the effect from acquisitions): | | | | | | | | | | | | | | | — | |
Receivables | | | 6,181 | | | (22,259 | ) | | 3,370 | | | — | | | (12,708 | ) |
Inventories | | | 12,966 | | | 1,757 | | | (1,292 | ) | | — | | | 13,431 | |
Prepaid expenses | | | 2,417 | | | 98 | | | 1,600 | | | — | | | 4,115 | |
Accounts payable | | | (10,458 | ) | | (1,643 | ) | | 24,549 | | | — | | | 12,448 | |
Accrued expenses | | | 19,191 | | | 5,824 | | | (3,317 | ) | | — | | | 21,698 | |
Other noncurrent liabilities | | | 3,201 | | | — | | | (4,675 | ) | | — | | | (1,474 | ) |
Income taxes payable | | | (5,908 | ) | | (3,251 | ) | | 5,029 | | | 825 | | | (3,305 | ) |
| | | | | | | | | | | | | | | | |
Net cash flows from operating activities | | | 175,287 | | | 74,949 | | | 143,374 | | | 2,832 | | | 396,442 | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | (76,582 | ) | | (4,439 | ) | | (25,732 | ) | | — | | | (106,753 | ) |
Acquisitions, net of cash acquired | | | — | | | — | | | (63,152 | ) | | — | | | (63,152 | ) |
Proceeds from sale of assets | | | 794 | | | 35 | | | 36,753 | | | — | | | 37,582 | |
Other, net | | | 86,258 | | | (83,327 | ) | | 503 | | | (2,832 | ) | | 602 | |
| | | | | | | | | | | | | | | | |
Net cash flows from investing activities | | | 10,470 | | | (87,731 | ) | | (51,628 | ) | | (2,832 | ) | | (131,721 | ) |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Net borrowings under short-term agreements | | | — | | | — | | | 5,510 | | | — | | | 5,510 | |
Proceeds from long-term borrowings | | | — | | | — | | | 274 | | | — | | | 274 | |
Principal payments on long-term obligations | | | (187 | ) | | — | | | (404 | ) | | — | | | (591 | ) |
Cash decrease due to deconsolidation of subsidiary | | | — | | | — | | | (11,615 | ) | | — | | | (11,615 | ) |
Dividends paid | | | (25,414 | ) | | — | | | — | | | — | | | (25,414 | ) |
Intercompany dividends | | | 8,947 | | | 20,133 | | | (29,080 | ) | | — | | | — | |
Intercompany interest on long-term note | | | — | | | 1,229 | | | (1,229 | ) | | — | | | — | |
Intercompany principal payment on long-term note | | | — | | | 22,430 | | | (22,430 | ) | | — | | | — | |
Dividends to noncontrolling interest | | | — | | | — | | | (1,767 | ) | | — | | | (1,767 | ) |
Purchase of noncontrolling interest | | | — | | | — | | | (9,324 | ) | | — | | | (9,324 | ) |
Proceeds from exercises under stock plans | | | 16,348 | | | — | | | — | | | — | | | 16,348 | |
Excess tax benefits from stock option exercises | | | 5,306 | | | — | | | — | | | — | | | 5,306 | |
Purchase of common treasury shares—stock plan exercises | | | (16,107 | ) | | — | | | — | | | — | | | (16,107 | ) |
| | | | | | | | | | | | | | | | |
Net cash flows from financing activities | | | (11,107 | ) | | 43,792 | | | (70,065 | ) | | — | | | (37,380 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | (7,927 | ) | | (19,837 | ) | | — | | | (27,764 | ) |
| | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | | | 174,650 | | | 23,083 | | | 1,844 | | | — | | | 199,577 | |
Cash and cash equivalents—beginning of year | | | 40,926 | | | 6,714 | | | 366,489 | | | — | | | 414,129 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents—end of year | | $ | 215,576 | | $ | 29,797 | | $ | 368,333 | | $ | — | | $ | 613,706 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONSOLIDATED STATEMENTS OF CASH FLOWS |
For the Year Ended December 29, 2012 |
|
| | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Total | |
Cash flows from operations: | | | | | | | | | | | | | | | | |
Net earnings | | $ | 234,072 | | $ | 88,746 | | $ | 83,263 | | $ | (167,165 | ) | $ | 238,916 | |
Adjustments to reconcile net earnings to net cash flows from operations: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 19,121 | | | 12,923 | | | 38,174 | | | — | | | 70,218 | |
Stock-based compensation | | | 5,829 | | | — | | | — | | | — | | | 5,829 | |
Defined benefit pension plan expense | | | — | | | — | | | 4,281 | | | — | | | 4,281 | |
Contribution to defined benefit pension plan | | | — | | | — | | | (11,591 | ) | | — | | | (11,591 | ) |
Loss on sale of property, plant and equipment | | | 89 | | | (17 | ) | | 249 | | | — | | | 321 | |
Equity in earnings in nonconsolidated subsidiaries | | | (129,655 | ) | | (37,925 | ) | | (5,150 | ) | | 166,602 | | | (6,128 | ) |
Deferred income taxes | | | (4,721 | ) | | (496 | ) | | 8,937 | | | — | | | 3,720 | |
Other | | | — | | | — | | | — | | | — | | | — | |
Changes in assets and liabilities, before acquisitions: | | | | | | | | | | | | | | | | |
Receivables | | | (21,751 | ) | | (32,833 | ) | | (30,306 | ) | | — | | | (84,890 | ) |
Inventories | | | (20,756 | ) | | 5,850 | | | 1,293 | | | — | | | (13,613 | ) |
Prepaid expenses | | | (3,705 | ) | | (20 | ) | | 4,968 | | | — | | | 1,243 | |
Accounts payable | | | 4,446 | | | 578 | | | (11,273 | ) | | — | | | (6,249 | ) |
Accrued expenses | | | 20,339 | | | 945 | | | (644 | ) | | — | | | 20,640 | |
Other noncurrent liabilities | | | 123 | | | — | | | (4,473 | ) | | — | | | (4,350 | ) |
Income taxes payable (refundable) | | | (18,979 | ) | | 350 | | | (1,921 | ) | | (700 | ) | | (21,250 | ) |
| | | | | | | | | | | | | | | | |
Net cash flows from operations | | | 84,452 | | | 38,101 | | | 75,807 | | | (1,263 | ) | | 197,097 | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | (43,590 | ) | | (22,197 | ) | | (31,287 | ) | | — | | | (97,074 | ) |
Acquisitions, net of cash acquired | | | — | | | — | | | (45,687 | ) | | — | | | (45,687 | ) |
Proceeds from sale of assets | | | 113 | | | 39 | | | 5,873 | | | — | | | 6,025 | |
Other, net | | | (10,192 | ) | | (18,397 | ) | | 27,370 | | | 1,263 | | | 44 | |
| | | | | | | | | | | | | | | | |
Net cash flows from investing activities | | | (53,669 | ) | | (40,555 | ) | | (43,731 | ) | | 1,263 | | | (136,692 | ) |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Net borrowings under short-term agreements | | | — | | | — | | | 1,828 | | | — | | | 1,828 | |
Proceeds from long-term borrowings | | | 39,000 | | | — | | | 126 | | | — | | | 39,126 | |
Principal payments on long-term obligations | | | (39,197 | ) | | — | | | (367 | ) | | — | | | (39,564 | ) |
Dividends paid | | | (21,520 | ) | | — | | | — | | | — | | | (21,520 | ) |
Dividends to noncontrolling interest | | | — | | | — | | | (1,944 | ) | | — | | | (1,944 | ) |
Proceeds from sale of partial ownership interest | | | — | | | — | | | 1,404 | | | — | | | 1,404 | |
Debt issuance fees | | | (1,747 | ) | | — | | | — | | | — | | | (1,747 | ) |
Proceeds from exercises under stock plans | | | 21,827 | | | — | | | — | | | — | | | 21,827 | |
Excess tax benefits from stock option exercises | | | 5,494 | | | — | | | — | | | — | | | 5,494 | |
Purchase of common treasury shares—stock plan exercises | | | (21,259 | ) | | — | | | — | | | — | | | (21,259 | ) |
| | | | | | | | | | | | | | | | |
Net cash flows from financing activities | | | (17,402 | ) | | — | | | 1,047 | | | — | | | (16,355 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | 2,285 | | | 4,900 | | | — | | | 7,185 | |
| | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | | | 13,381 | | | (169 | ) | | 38,023 | | | — | | | 51,235 | |
Cash and cash equivalents—beginning of year | | | 27,545 | | | 6,883 | | | 328,466 | | | — | | | 362,894 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents—end of year | | $ | 40,926 | | $ | 6,714 | | $ | 366,489 | | $ | — | | $ | 414,129 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
|
|