GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | 3 Months Ended |
Mar. 28, 2015 |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | (7) 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: |
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS |
For the Thirteen weeks ended March 28, 2015 |
|
| | Parent | | Guarantors | | Non- | | Eliminations | | Total | |
Guarantors |
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 EARNINGS |
For the Thirteen weeks ended March 29, 2014 |
|
| | Parent | | Guarantors | | Non- | | Eliminations | | Total | |
Guarantors |
Net sales | | $ | 376,642 | | $ | 135,897 | | $ | 300,281 | | $ | (61,080 | ) | $ | 751,740 | |
Cost of sales | | | 271,759 | | | 99,816 | | | 234,634 | | | (61,451 | ) | | 544,758 | |
| | | | | | | | | | | | | | | | |
Gross profit | | | 104,883 | | | 36,081 | | | 65,647 | | | 371 | | | 206,982 | |
Selling, general and administrative expenses | | | 47,790 | | | 12,991 | | | 47,353 | | | — | | | 108,134 | |
| | | | | | | | | | | | | | | | |
Operating income | | | 57,093 | | | 23,090 | | | 18,294 | | | 371 | | | 98,848 | |
| | | | | | | | | | | | | | | | |
Other income (expense): | | | | | | | | | | | | | | | | |
Interest expense | | | (7,675 | ) | | — | | | (522 | ) | | — | | | (8,197 | ) |
Interest income | | | 20 | | | 183 | | | 1,536 | | | — | | | 1,739 | |
Other | | | 67 | | | (492 | ) | | (5,387 | ) | | — | | | (5,812 | ) |
| | | | | | | | | | | | | | | | |
| | | (7,588 | ) | | (309 | ) | | (4,373 | ) | | — | | | (12,270 | ) |
| | | | | | | | | | | | | | | | |
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | | | 49,505 | | | 22,781 | | | 13,921 | | | 371 | | | 86,578 | |
| | | | | | | | | | | | | | | | |
Income tax expense (benefit): | | | | | | | | | | | | | | | | |
Current | | | 19,878 | | | 8,054 | | | 4,902 | | | 104 | | | 32,938 | |
Deferred | | | (1,843 | ) | | (412 | ) | | (668 | ) | | — | | | (2,923 | ) |
| | | | | | | | | | | | | | | | |
| | | 18,035 | | | 7,642 | | | 4,234 | | | 104 | | | 30,015 | |
| | | | | | | | | | | | | | | | |
Earnings before equity in earnings of nonconsolidated subsidiaries | | | 31,470 | | | 15,139 | | | 9,687 | | | 267 | | | 56,563 | |
Equity in earnings of nonconsolidated subsidiaries | | | 24,510 | | | 545 | | | — | | | (25,055 | ) | | — | |
| | | | | | | | | | | | | | | | |
Net earnings | | | 55,980 | | | 15,684 | | | 9,687 | | | (24,788 | ) | | 56,563 | |
Less: Earnings attributable to noncontrolling interests | | | — | | | — | | | (583 | ) | | — | | | (583 | ) |
| | | | | | | | | | | | | | | | |
Net earnings attributable to Valmont Industries, Inc | | $ | 55,980 | | $ | 15,684 | | $ | 9,104 | | $ | (24,788 | ) | $ | 55,980 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
For the Thirteen weeks ended March 28, 2015 |
|
| | Parent | | Guarantors | | Non- | | Eliminations | | Total | |
Guarantors |
Net earnings | | $ | 30,739 | | $ | 9,944 | | $ | 13,050 | | $ | (22,226 | ) | $ | 31,507 | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments: | | | | | | | | | | | | | | | | |
Unrealized gains (losses) arising during the period | | | — | | | (8,888 | ) | | (49,290 | ) | | — | | | (58,178 | ) |
Unrealized loss on cash flow hedge: | | | | | | | | | | | | | | | | |
Amortization cost included in interest expense | | | 18 | | | — | | | — | | | — | | | 18 | |
Gain on cash flow hedges | | | 92 | | | — | | | 202 | | | | | | 294 | |
Equity in other comprehensive income | | | (55,881 | ) | | — | | | — | | | 55,881 | | | — | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | (55,771 | ) | | (8,888 | ) | | (49,688 | ) | | 55,881 | | | (57,866 | ) |
| | | | | | | | | | | | | | | | |
Comprehensive income | | | (25,032 | ) | | 1,056 | | | (36,038 | ) | | 33,655 | | | (26,359 | ) |
Comprehensive income attributable to noncontrolling interests | | | — | | | — | | | 1,327 | | | — | | | 1,327 | |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to Valmont Industries, Inc. | | $ | (25,032 | ) | $ | 1,056 | | $ | (39,711 | ) | $ | 33,655 | | $ | (25,032 | ) |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
For the Thirteen weeks ended March 29, 2014 |
|
| | Parent | | Guarantors | | Non- | | Eliminations | | Total | |
Guarantors |
Net earnings | | $ | 55,980 | | $ | 15,684 | | $ | 9,687 | | $ | (24,788 | ) | $ | 56,563 | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss), net of tax: | | | | | | | | | | | | | | | | |
Foreign currency translation adjustments: | | | | | | | | | | | | | | | | |
Unrealized gains (losses) arising during the period | | | — | | | 1,189 | | | 10,448 | | | — | | | 11,637 | |
Unrealized loss on cash flow hedge: | | | | | | | | | | | | | | | | |
Amortization cost included in interest expense | | | 100 | | | — | | | — | | | — | | | 100 | |
Actuarial gain (loss) in defined benefit pension plan liability | | | — | | | — | | | (233 | ) | | — | | | (233 | ) |
Equity in other comprehensive income | | | 12,075 | | | — | | | — | | | (12,075 | ) | | — | |
| | | | | | | | | | | | | | | | |
Other comprehensive income (loss) | | | 12,175 | | | 1,189 | | | 10,215 | | | (12,075 | ) | | 11,504 | |
| | | | | | | | | | | | | | | | |
Comprehensive income | | | 68,155 | | | 16,873 | | | 19,902 | | | (36,863 | ) | | 68,067 | |
Comprehensive income attributable to noncontrolling interests | | | — | | | — | | | 88 | | | — | | | 88 | |
| | | | | | | | | | | | | | | | |
Comprehensive income attributable to Valmont Industries, Inc. | | $ | 68,155 | | $ | 16,873 | | $ | 19,990 | | $ | (36,863 | ) | $ | 68,155 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATED BALANCE SHEETS |
March 28, 2015 |
|
| | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Total | |
ASSETS | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 25,571 | | $ | 1,367 | | $ | 291,428 | | $ | — | | $ | 318,366 | |
Receivables, net | | | 163,095 | | | 61,818 | | | 278,736 | | | — | | | 503,649 | |
Inventories | | | 122,962 | | | 65,221 | | | 194,400 | | | (3,069 | ) | | 379,514 | |
Prepaid expenses | | | 4,806 | | | 753 | | | 42,785 | | | — | | | 48,344 | |
Refundable and deferred income taxes | | | 39,909 | | | 6,397 | | | 6,726 | | | — | | | 53,032 | |
| | | | | | | | | | | | | | | | |
Total current assets | | | 356,343 | | | 135,556 | | | 814,075 | | | (3,069 | ) | | 1,302,905 | |
| | | | | | | | | | | | | | | | |
Property, plant and equipment, at cost | | | 561,174 | | | 125,618 | | | 437,459 | | | — | | | 1,124,251 | |
Less accumulated depreciation and amortization | | | 326,839 | | | 67,383 | | | 143,283 | | | — | | | 537,505 | |
| | | | | | | | | | | | | | | | |
Net property, plant and equipment | | | 234,335 | | | 58,235 | | | 294,176 | | | — | | | 586,746 | |
| | | | | | | | | | | | | | | | |
Goodwill | | | 20,108 | | | 107,542 | | | 246,238 | | | — | | | 373,888 | |
Other intangible assets | | | 279 | | | 42,439 | | | 146,672 | | | — | | | 189,390 | |
Investment in subsidiaries and intercompany accounts | | | 1,405,751 | | | 821,802 | | | 896,850 | | | (3,124,403 | ) | | — | |
Other assets | | | 49,615 | | | — | | | 81,586 | | | — | | | 131,201 | |
| | | | | | | | | | | | | | | | |
Total assets | | $ | 2,066,431 | | $ | 1,165,574 | | $ | 2,479,597 | | $ | (3,127,472 | ) | $ | 2,584,130 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS' EQUITY | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | |
Current installments of long-term debt | | $ | 213 | | $ | — | | $ | 857 | | $ | — | | $ | 1,070 | |
Notes payable to banks | | | — | | | — | | | 14,459 | | | — | | | 14,459 | |
Accounts payable | | | 64,251 | | | 13,709 | | | 111,389 | | | — | | | 189,349 | |
Accrued employee compensation and benefits | | | 32,270 | | | 4,359 | | | 34,559 | | | — | | | 71,188 | |
Accrued expenses | | | 44,316 | | | 6,077 | | | 48,243 | | | — | | | 98,636 | |
Dividends payable | | | 8,889 | | | — | | | — | | | — | | | 8,889 | |
| | | | | | | | | | | | | | | | |
Total current liabilities | | | 149,939 | | | 24,145 | | | 209,507 | | | — | | | 383,591 | |
| | | | | | | | | | | | | | | | |
Deferred income taxes | | | 3,906 | | | 28,658 | | | 33,765 | | | | | | 66,329 | |
Long-term debt, excluding current installments | | | 759,682 | | | — | | | 6,080 | | | | | | 765,762 | |
Defined benefit pension liability | | | — | | | | | | 127,708 | | | | | | 127,708 | |
Deferred compensation | | | 45,121 | | | — | | | 5,906 | | | | | | 51,027 | |
Other noncurrent liabilities | | | 9,874 | | | — | | | 35,975 | | | | | | 45,849 | |
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 | | | 1,098,408 | | | (1,248,694 | ) | | — | |
Retained earnings | | | 1,741,252 | | | 562,619 | | | 409,583 | | | (972,202 | ) | | 1,741,252 | |
Accumulated other comprehensive income (loss) | | | (190,204 | ) | | (58,084 | ) | | (141,972 | ) | | 200,056 | | | (190,204 | ) |
Treasury stock | | | (481,039 | ) | | — | | | — | | | — | | | (481,039 | ) |
| | | | | | | | | | | | | | | | |
Total Valmont Industries, Inc. shareholders' equity | | | 1,097,909 | | | 1,112,771 | | | 2,014,701 | | | (3,127,472 | ) | | 1,097,909 | |
| | | | | | | | | | | | | | | | |
Noncontrolling interest in consolidated subsidiaries | | | — | | | — | | | 45,955 | | | — | | | 45,955 | |
| | | | | | | | | | | | | | | | |
Total shareholders' equity | | | 1,097,909 | | | 1,112,771 | | | 2,060,656 | | | (3,127,472 | ) | | 1,143,864 | |
| | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | | $ | 2,066,431 | | $ | 1,165,574 | | $ | 2,479,597 | | $ | (3,127,472 | ) | $ | 2,584,130 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATED BALANCE SHEETS |
December 27, 2014 |
|
| | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Total | |
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 | |
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 | | | 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 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
For the Thirteen Weeks Ended March 28, 2015 |
|
| | Parent | | Guarantors | | Non-Guarantors | | 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 (net of acquisitions): | | | | | | | | | | | | | | | | |
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 | |
Acquisitions, net of cash acquired | | | — | | | — | | | — | | | — | | | — | |
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 | |
Proceeds from long-term borrowings | | | — | | | — | | | — | | | — | | | — | |
Principal payments on long-term borrowings | | | — | | | — | | | (224 | ) | | — | | | (224 | ) |
Settlement of financial derivative | | | — | | | — | | | — | | | — | | | — | |
Dividends paid | | | (9,086 | ) | | — | | | — | | | — | | | (9,086 | ) |
Intercompany dividends | | | — | | | — | | | — | | | — | | | — | |
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 | |
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Cash and cash equivalents—end of period | | $ | 25,571 | | $ | 1,367 | | $ | 291,428 | | $ | — | | $ | 318,366 | |
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
For the Thirteen Weeks Ended March 29, 2014 |
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| | Parent | | Guarantors | | Non-Guarantors | | Eliminations | | Total | |
Cash flows from operating activities: | | | | | | | | | | | | | | | | |
Net earnings | | $ | 55,980 | | $ | 15,684 | | $ | 9,687 | | $ | (24,788 | ) | $ | 56,563 | |
Adjustments to reconcile net earnings to net cash flows from operations: | | | | | | | | | | | | | | | | |
Depreciation and amortization | | | 6,041 | | | 3,278 | | | 10,282 | | | — | | | 19,601 | |
Loss on investment | | | — | | | — | | | 3,386 | | | — | | | 3,386 | |
Stock-based compensation | | | 1,880 | | | — | | | — | | | — | | | 1,880 | |
Defined benefit pension plan expense | | | — | | | — | | | 662 | | | — | | | 662 | |
Contribution to defined benefit pension plan | | | — | | | — | | | (17,484 | ) | | — | | | (17,484 | ) |
Gain on sale of property, plant and equipment | | | (9 | ) | | (77 | ) | | (41 | ) | | — | | | (127 | ) |
Equity in earnings in nonconsolidated subsidiaries | | | (24,510 | ) | | (545 | ) | | — | | | 25,055 | | | — | |
Deferred income taxes | | | (1,843 | ) | | (412 | ) | | (668 | ) | | — | | | (2,923 | ) |
Changes in assets and liabilities (net of acquisitions): | | | | | | | | | | | | | | | | |
Receivables | | | (13,949 | ) | | 24,027 | | | 21,590 | | | — | | | 31,668 | |
Inventories | | | (20,723 | ) | | 2,753 | | | (19,941 | ) | | — | | | (37,911 | ) |
Prepaid expenses | | | 286 | | | 89 | | | (9,523 | ) | | — | | | (9,148 | ) |
Accounts payable | | | 9,294 | | | (1,175 | ) | | (20,590 | ) | | — | | | (12,471 | ) |
Accrued expenses | | | (22,614 | ) | | (9,943 | ) | | 2,668 | | | — | | | (29,889 | ) |
Other noncurrent liabilities | | | 2,104 | | | — | | | (553 | ) | | — | | | 1,551 | |
Income taxes payable (refundable) | | | 16,640 | | | 586 | | | (667 | ) | | — | | | 16,559 | |
| | | | | | | | | | | | | | | | |
Net cash flows from operating activities | | | 8,577 | | | 34,265 | | | (21,192 | ) | | 267 | | | 21,917 | |
| | | | | | | | | | | | | | | | |
Cash flows from investing activities: | | | | | | | | | | | | | | | | |
Purchase of property, plant and equipment | | | (11,282 | ) | | (1,767 | ) | | (10,477 | ) | | — | | | (23,526 | ) |
Proceeds from sale of assets | | | 19 | | | 77 | | | 1,295 | | | — | | | 1,391 | |
Acquisitions, net of cash acquired | | | — | | | — | | | (120,483 | ) | | — | | | (120,483 | ) |
Other, net | | | 17,175 | | | (36,918 | ) | | 19,020 | | | (267 | ) | | (990 | ) |
| | | | | | | | | | | | | | | | |
Net cash flows from investing activities | | | 5,912 | | | (38,608 | ) | | (110,645 | ) | | (267 | ) | | (143,608 | ) |
| | | | | | | | | | | | | | | | |
Cash flows from financing activities: | | | | | | | | | | | | | | | | |
Net borrowings under short-term agreements | | | — | | | — | | | (4,056 | ) | | — | | | (4,056 | ) |
Principal payments on long-term borrowings | | | — | | | — | | | (63 | ) | | — | | | (63 | ) |
Dividends paid | | | (6,706 | ) | | — | | | — | | | — | | | (6,706 | ) |
Dividends to noncontrolling interest | | | — | | | — | | | (351 | ) | | — | | | (351 | ) |
Intercompany capital contribution | | | (143,000 | ) | | — | | | 143,000 | | | — | | | — | |
Proceeds from exercises under stock plans | | | 7,860 | | | — | | | — | | | — | | | 7,860 | |
Excess tax benefits from stock option exercises | | | 2,296 | | | — | | | — | | | — | | | 2,296 | |
Purchase of common treasury shares—stock plan exercises: | | | (8,574 | ) | | — | | | — | | | — | | | (8,574 | ) |
| | | | | | | | | | | | | | | | |
Net cash flows from financing activities | | | (148,124 | ) | | — | | | 138,530 | | | — | | | (9,594 | ) |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash and cash equivalents | | | — | | | 1,154 | | | 4,620 | | | — | | | 5,774 | |
| | | | | | | | | | | | | | | | |
Net change in cash and cash equivalents | | | (133,635 | ) | | (3,189 | ) | | 11,313 | | | — | | | (125,511 | ) |
Cash and cash equivalents—beginning of year | | | 215,576 | | | 29,797 | | | 368,333 | | | — | | | 613,706 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents—end of period | | $ | 81,941 | | $ | 26,608 | | $ | 379,646 | | $ | — | | $ | 488,195 | |
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