Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 26, 2015 | Oct. 19, 2015 | |
Document and Entity Information | ||
Entity Registrant Name | VALMONT INDUSTRIES INC | |
Entity Central Index Key | 102,729 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 26, 2015 | |
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 | 23,038,856 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Income Statement [Abstract] | ||||
Product sales | $ 560,518 | $ 686,508 | $ 1,776,194 | $ 2,134,395 |
Services sales | 72,057 | 79,160 | 208,902 | 225,612 |
Net sales | 632,575 | 765,668 | 1,985,096 | 2,360,007 |
Product cost of sales | 427,688 | 515,217 | 1,348,402 | 1,586,127 |
Services cost of sales | 48,136 | 50,951 | 144,941 | 146,921 |
Total cost of sales | 475,824 | 566,168 | 1,493,343 | 1,733,048 |
Gross profit | 156,751 | 199,500 | 491,753 | 626,959 |
Selling, general and administrative expenses | 104,539 | 111,697 | 327,858 | 335,532 |
Impairment of goodwill and intangible assets | 15,200 | 0 | 15,200 | 0 |
Operating income | 37,012 | 87,803 | 148,695 | 291,427 |
Other income (expenses): | ||||
Interest expense | (11,120) | (8,716) | (33,480) | (25,217) |
Interest income | 905 | 1,477 | 2,395 | 4,793 |
Costs associated with refinancing of debt | 0 | (38,705) | 0 | (38,705) |
Other | (1,230) | (2,344) | (242) | (6,253) |
Total other income (expenses) | (11,445) | (48,288) | (31,327) | (65,382) |
Earnings before income taxes | 25,567 | 39,515 | 117,368 | 226,045 |
Income tax expense (benefit): | ||||
Current | 6,746 | 23,290 | 37,656 | 82,345 |
Deferred | 5,272 | (9,064) | 5,217 | (4,034) |
Total income tax expense (benefit) | 12,018 | 14,226 | 42,873 | 78,311 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 13,549 | 25,289 | 74,495 | 147,734 |
Equity in earnings of nonconsolidated subsidiaries | 0 | (4) | 0 | (34) |
Net earnings | 13,549 | 25,285 | 74,495 | 147,700 |
Less: Earnings attributable to noncontrolling interests | (1,483) | (1,726) | (3,817) | (4,185) |
Net earnings attributable to Valmont Industries, Inc. | $ 12,066 | $ 23,559 | $ 70,678 | $ 143,515 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 0.52 | $ 0.93 | $ 3.02 | $ 5.48 |
Diluted (in dollars per share) | 0.52 | 0.92 | 3 | 5.43 |
Cash dividends declared per share (in dollars per share) | $ 0.375 | $ 0.375 | $ 1.125 | $ 1 |
Weighted average number of shares of common stock outstanding - Basic (in shares) | 23,057 | 25,287 | 23,420 | 26,208 |
Weighted average number of shares of common stock outstanding - Diluted (in shares) | 23,170 | 25,513 | 23,534 | 26,439 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 13,549 | $ 25,285 | $ 74,495 | $ 147,700 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | (53,518) | (59,001) | (93,368) | (33,495) |
Unrealized gain/(loss) on cash flow hedge: | ||||
Amortization cost included in interest expense | 18 | 383 | 55 | 450 |
Realized (gain) loss included in net earnings during the period | (439) | 983 | (439) | 983 |
Gain on cash flow hedges | 110 | 4,837 | 1,155 | 4,837 |
Actuarial gain (loss) in defined benefit pension plan | 0 | 1,116 | 0 | 269 |
Other comprehensive income (loss) | (53,829) | (51,682) | (92,597) | (26,956) |
Comprehensive income (loss) | (40,280) | (26,397) | (18,102) | 120,744 |
Comprehensive loss (income) attributable to noncontrolling interests | 847 | 89 | 206 | (1,615) |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ (39,433) | $ (26,308) | $ (17,896) | $ 119,129 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 27, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 312,851 | $ 371,579 |
Receivables, net | 501,403 | 536,918 |
Inventories | 368,290 | 359,522 |
Prepaid expenses | 52,208 | 56,912 |
Refundable and deferred income taxes | 44,736 | 68,010 |
Total current assets | 1,279,488 | 1,392,941 |
Property, plant and equipment, at cost | 1,083,211 | 1,139,569 |
Less accumulated depreciation and amortization | 539,976 | 533,116 |
Net property, plant and equipment | 543,235 | 606,453 |
Goodwill | 362,683 | 385,111 |
Other intangible assets, net | 175,157 | 202,004 |
Other assets | 129,138 | 143,159 |
Total assets | 2,489,701 | 2,729,668 |
Current liabilities: | ||
Current installments of long-term debt | 1,099 | 1,181 |
Notes payable to banks | 1,496 | 13,952 |
Accounts payable | 186,581 | 196,565 |
Accrued employee compensation and benefits | 70,249 | 87,950 |
Accrued expenses | 104,779 | 88,480 |
Dividends payable | 8,649 | 9,086 |
Total current liabilities | 372,853 | 397,214 |
Deferred income taxes | 66,200 | 71,797 |
Long-term debt, excluding current installments | 764,823 | 766,654 |
Defined benefit pension liability | 129,600 | 150,124 |
Deferred compensation | 48,637 | 47,932 |
Other noncurrent liabilities | 41,811 | 45,542 |
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 | 1,767,621 | 1,718,662 |
Accumulated other comprehensive income (loss) | (223,007) | (134,433) |
Treasury stock | (552,780) | (410,296) |
Total Valmont Industries, Inc. shareholders’ equity | 1,019,734 | 1,201,833 |
Noncontrolling interest in consolidated subsidiaries | 46,043 | 48,572 |
Total shareholders’ equity | 1,065,777 | 1,250,405 |
Total liabilities and shareholders’ equity | $ 2,489,701 | $ 2,729,668 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 26, 2015 | Dec. 27, 2014 |
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 | 9 Months Ended | 16 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | |
Cash flows from operating activities: | |||||
Net earnings | $ 13,549 | $ 25,285 | $ 74,495 | $ 147,700 | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||||
Depreciation and amortization | 70,859 | 64,460 | |||
Noncash loss on trading securities | 5,020 | 4,859 | |||
Impairment of assets - restructuring activities | 12,659 | 0 | |||
Impairment of goodwill & intangible assets | 15,200 | 0 | |||
Non-cash debt refinancing costs | 0 | (2,478) | |||
Stock-based compensation | 5,667 | 5,444 | |||
Change in fair value of contingent consideration | 0 | 4,300 | |||
Defined benefit pension plan expense (benefit) | (460) | 2,003 | |||
Contribution to defined benefit pension plan | (15,735) | (18,245) | |||
Gain on sale of property, plant and equipment | 1,263 | 58 | |||
Equity in earnings in nonconsolidated subsidiaries | 0 | 4 | 0 | 34 | |
Deferred income taxes | 5,272 | (9,064) | 5,217 | (4,034) | |
Changes in assets and liabilities (net of acquisitions): | |||||
Receivables | 5,551 | (19,951) | |||
Inventories | (25,447) | (4,152) | |||
Prepaid expenses | 5,275 | (19,182) | |||
Accounts payable | 832 | (21,082) | |||
Accrued expenses | 7,368 | (27,926) | |||
Other noncurrent liabilities | 887 | (6,409) | |||
Income taxes refundable | 14,171 | (22,702) | |||
Net cash flows from operating activities | 182,822 | 82,697 | |||
Cash flows from investing activities: | |||||
Purchase of property, plant and equipment | (34,447) | (63,412) | |||
Proceeds from sale of assets | 3,256 | 2,107 | |||
Acquisitions, net of cash acquired | 0 | (137,438) | |||
Other, net | 5,980 | 2,992 | |||
Net cash flows from investing activities | (25,211) | (195,751) | |||
Cash flows from financing activities: | |||||
Net borrowings under short-term agreements | (12,322) | (1,065) | |||
Proceeds from long-term borrowings | 37,000 | 652,540 | |||
Principal payments on long-term borrowings | (37,878) | (357,059) | |||
Settlement of financial derivatives | 0 | 4,837 | |||
Dividends paid | (26,708) | (23,357) | |||
Dividends to noncontrolling interest | (2,323) | (1,340) | |||
Debt issuance costs | 0 | (5,464) | |||
Purchase of treasury shares | (148,220) | (316,296) | $ (543,300) | ||
Proceeds from exercises under stock plans | 10,902 | 12,824 | |||
Excess tax benefits from stock option exercises | 1,458 | 3,916 | |||
Purchase of common treasury shares—stock plan exercises | (12,135) | (12,739) | |||
Net cash flows from financing activities | (190,226) | (43,203) | |||
Effect of exchange rate changes on cash and cash equivalents | (26,113) | (5,231) | |||
Net change in cash and cash equivalents | (58,728) | (161,488) | |||
Cash and cash equivalents—beginning of year | 371,579 | 613,706 | |||
Cash and cash equivalents—end of period | $ 312,851 | $ 452,218 | $ 312,851 | $ 452,218 | $ 312,851 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Agsense Llc | Valmont SM | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock | Noncontrolling interest in consolidated subsidiaries | Noncontrolling interest in consolidated subsidiariesAgsense Llc | Noncontrolling interest in consolidated subsidiariesValmont SM |
Beginning balance at Dec. 28, 2013 | $ 1,544,846 | $ 27,900 | $ 0 | $ 1,562,670 | $ (47,685) | $ (20,860) | $ 22,821 | ||||
Increase (Decrease) in Shareholders' Equity | |||||||||||
Net earnings | 147,700 | 143,515 | 4,185 | ||||||||
Other comprehensive income (loss) | (26,956) | (24,386) | (2,570) | ||||||||
Cash dividends declared | (25,950) | (25,950) | 0 | ||||||||
Dividends to noncontrolling interests | (1,340) | (1,340) | |||||||||
Acquisition | $ 16,333 | $ 9,232 | $ 16,333 | $ 9,232 | |||||||
Addition of noncontrolling interest | 404 | 404 | |||||||||
Purchase of treasury shares | (316,296) | (316,296) | |||||||||
Stock plan exercises | (12,739) | (12,739) | |||||||||
Stock options exercised | 12,824 | (9,360) | 7,301 | 14,883 | |||||||
Tax benefit from stock option exercises | 3,916 | 3,916 | |||||||||
Stock option expense | 3,767 | 3,767 | |||||||||
Stock awards | 2,945 | 1,677 | 1,268 | ||||||||
Ending balance at Sep. 27, 2014 | 1,358,686 | 27,900 | 0 | 1,687,536 | (72,071) | (333,744) | 49,065 | ||||
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 | 74,495 | 70,678 | 3,817 | ||||||||
Other comprehensive income (loss) | (92,597) | (88,574) | (4,023) | ||||||||
Cash dividends declared | (26,249) | (26,249) | 0 | ||||||||
Dividends to noncontrolling interests | (2,323) | (2,323) | |||||||||
Purchase of treasury shares | (148,220) | (148,220) | |||||||||
Stock plan exercises | (12,135) | (12,135) | |||||||||
Stock options exercised | 10,902 | (11,078) | 4,530 | 17,450 | |||||||
Tax benefit from stock option exercises | 1,458 | 1,458 | |||||||||
Stock option expense | 3,936 | 3,936 | |||||||||
Stock awards | 6,105 | 5,684 | 421 | ||||||||
Ending balance at Sep. 26, 2015 | $ 1,065,777 | $ 27,900 | $ 0 | $ 1,767,621 | $ (223,007) | $ (552,780) | $ 46,043 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - shares | 9 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Statement of Stockholders' Equity [Abstract] | ||
Purchase of treasury shares, shares acquired (in shares) | 1,236,771 | 2,126,392 |
Stock plan exercises; shares acquired (in shares) | 98,367 | 83,431 |
Stock options exercised; shares issued (in shares) | 138,657 | 171,508 |
Stock awards; shares issued (in shares) | 5,943 | 8,247 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 26, 2015 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheet as of September 26, 2015 , the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and thirty-nine weeks ended September 26, 2015 and September 27, 2014 , and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirty-nine week period 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 September 26, 2015 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 27, 2014 . 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 27, 2014 . The results of operations for the period ended September 26, 2015 are not necessarily indicative of the operating results for the full year. Inventories Approximately 38% and 44% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of September 26, 2015 and December 27, 2014 , respectively. 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 $37,068 and $47,178 at September 26, 2015 and December 27, 2014 , respectively. Inventories consisted of the following: September 26, December 27, Raw materials and purchased parts $ 181,618 $ 179,093 Work-in-process 28,934 27,835 Finished goods and manufactured goods 194,806 199,772 Subtotal 405,358 406,700 Less: LIFO reserve 37,068 47,178 $ 368,290 $ 359,522 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 26, 2015 and September 27, 2014 , were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2015 2014 2015 2014 United States $ 26,343 $ 4,844 $ 92,625 $ 141,635 Foreign (776 ) 34,671 24,743 84,410 $ 25,567 $ 39,515 $ 117,368 $ 226,045 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 and thirty-nine weeks ended September 26, 2015 and September 27, 2014 were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended Net periodic (benefit) expense: 2015 2014 2015 2014 Interest cost $ 6,186 $ 7,274 $ 18,486 $ 21,783 Expected return on plan assets (6,341 ) (6,605 ) (18,946 ) (19,780 ) Net periodic (benefit) expense $ (155 ) $ 669 $ (460 ) $ 2,003 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 September 26, 2015 , 1,223,563 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 six 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 and thirty-nine weeks ended September 26, 2015 and September 27, 2014 , respectively, were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2015 2014 2015 2014 Compensation expense $ 1,283 $ 1,242 $ 3,936 $ 3,767 Income tax benefits 494 478 1,515 1,450 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 $38,005 ( $36,439 at December 27, 2014) 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. During first quarter of 2015, the Company received a special dividend of $5,010 from Delta EMD Pty. Ltd and the market price of the shares were proportionately decreased accordingly. The shares are valued at $4,370 and $9,034 as of September 26, 2015 and December 27, 2014, respectively, which is the estimated fair value. 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 $ 42,375 $ 42,375 $ — $ — Fair Value Measurement Using: Carrying Value Quoted Prices in Significant Other Significant Assets: Trading Securities $ 45,473 $ 45,473 $ — $ — 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 September 26, 2015 and December 27, 2014: Foreign Currency Translation Adjustments Unrealized Gain on Cash Flow Hedge Defined Benefit Pension Plan Accumulated Other Comprehensive Income Balance at December 27, 2014 $ (99,618 ) $ 3,879 $ (38,694 ) $ (134,433 ) Current-period comprehensive income (loss) (89,345 ) 771 — (88,574 ) Balance at September 26, 2015 $ (188,963 ) $ 4,650 $ (38,694 ) $ (223,007 ) Subsequent Events On September 30, 2015, the Company purchased 100% of the outstanding shares of American Galvanizing for $13.2 million in cash, net of assumed liabilities. American Galvanizing operates a galvanizing operation in Folsom, New Jersey. American Galvanizing's annual sales are approximately $8.5 million and it will be included in the Coatings Segment. The acquisition, which was funded by cash held by the Company, was completed to extend the Company's presence in the northeast United States. (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 is effective for 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. Management 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 | 9 Months Ended |
Sep. 26, 2015 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS On March 3, 2014, the Company purchased 90% of the outstanding shares of DS SM A/S, which was renamed Valmont SM. Valmont SM is a manufacturer of heavy complex steel structures for a diverse range of industries including wind energy, offshore oil and gas, and electricity transmission. Valmont SM operates two manufacturing locations in Denmark and its operations are reported in the Engineered Infrastructure Products Segment. The purchase price paid for the business at closing (net of $56 cash acquired) was $120,483 , including the payoff of an intercompany note payable by Valmont SM to its prior affiliates. The purchase is subject to an earn-out clause that is contingent on meeting future operational metrics for which no liability has been established based on expectations. The earn-out clause expires on December 31, 2016. The acquisition, which was funded by cash held by the Company, was completed to participate in markets for wind energy, oil and gas exploration, power transmission and other related infrastructure projects and to increase the Company's geographic footprint in Europe. The Company also funded a portion of the acquisition with an intercompany note payable. The excess purchase price over the fair value of assets resulted in goodwill, which is not deductible for tax purposes. (2) ACQUISITIONS (Continued) The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition, which was finalized in the fourth quarter of 2014. At March 3, 2014 Current assets $ 73,421 Property, plant and equipment 85,638 Intangible assets 30,340 Goodwill 16,803 Total fair value of assets acquired $ 206,202 Current liabilities 47,754 Deferred income taxes 19,715 Intercompany note payable 37,448 Long-term debt 8,941 Total fair value of liabilities assumed 113,858 Non-controlling interests 9,309 Net assets acquired $ 83,035 Based on the fair value assessments, the Company allocated $30,340 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Valmont SM's acquired intangible assets and the respective weighted average amortization periods: Amount Weighted Average Amortization Period (Years) Trade Names $ 11,470 Indefinite Backlog 3,145 1.5 Customer Relationships 15,725 12.0 Total Intangible Assets $ 30,340 On October 6, 2014, the Company acquired Shakespeare Composite Structures (Shakespeare) for $48,272 in cash, plus assumed liabilities. Shakespeare is a manufacturer of fiberglass reinforced composite structures and products with two manufacturing facilities in South Carolina. Shakespeare's annual sales are approximately $55,000 and its operations are included in the Engineered Infrastructure Products segment. The acquisition of Shakespeare was completed to expand our product offering of composite structure solutions. The fair value measurement process and purchase price allocation for Shakespeare were finalized in the third quarter of 2015. (2) ACQUISITIONS (Continued) The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the Shakespeare acquisition (goodwill is deductible for tax purposes): At October 6, 2014 Current assets $ 12,532 Property, plant and equipment 10,694 Intangible assets 13,500 Goodwill 15,416 Total fair value of assets acquired $ 52,142 Current liabilities 3,870 Net assets acquired $ 48,272 Based on the fair value assessments, the Company allocated $13,500 of the purchase price to acquired intangible assets. The following table summarizes the major classes of Shakespeare acquired intangible assets and the respective weighted-average amortization periods: Amount Weighted Average Amortization Period (Years) Trade Names $ 4,000 Indefinite Customer Relationships 9,500 12.0 Total Intangible Assets $ 13,500 On August 25, 2014, the Company acquired 51% of AgSense, LLC (AgSense) for $17 million in cash. AgSense operates in South Dakota and is the creator of global WagNet network which provides growers with a more complete view of their entire farming operation by tying irrigation decision making to field, crop and weather conditions. In the measurement of fair values of assets acquired and liabilities assumed, goodwill of $17,193 and $16,083 of customer relationships, trade name and other intangible assets were recorded. A portion of the goodwill is deductible for tax purposes. AgSense is included in the Irrigation Segment. The fair value measurement process and purchase price allocation for AgSense were finalized in the second quarter of 2015. The Company’s Condensed Consolidated Statement of Earnings for the thirteen and thirteen-nine weeks ended September 26, 2015 included net sales of $45,201 and $131,396 and net earnings of $2,333 and $7,266 resulting from the Valmont SM, AgSense, and Shakespeare acquisitions. The pro forma effect of these acquisitions on the third quarter and first three quarters of the 2014 Statement of Earnings was as follows: Thirteen Weeks Ended September 27, 2014 Thirty-nine Weeks Ended September 27, 2014 Net sales $ 780,478 $ 2,438,811 Net earnings $ 24,002 $ 147,443 Earnings per share—diluted $ 0.94 $ 5.58 |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 9 Months Ended |
Sep. 26, 2015 | |
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") of up to $60 million to respond to the market environment in certain businesses. We anticipate the Company will recognize the following pre-tax expenses in conjunction with the initial restructuring activities from the Plan announced in 2015: EIP Utility Coatings Irrigation Other/ Corporate TOTAL Severance $ 3,850 $ 1,638 $ 429 $ 245 $ 75 $ 6,237 Other cash restructuring expenses 1,612 1,895 178 100 — 3,785 Asset impairments/net loss on disposals 2,573 788 4,699 — — 8,060 Total cost of sales 8,035 4,321 5,306 345 75 18,082 Severance 4,335 404 — 629 1,250 6,618 Other cash restructuring expenses — 328 270 — — 598 Asset impairments/net loss on disposals 2,080 — — 130 3,700 5,910 Total selling, general and administrative expenses 6,415 732 270 759 4,950 13,126 Consolidated total $ 14,450 $ 5,053 $ 5,576 $ 1,104 $ 5,025 $ 31,208 The Company is currently evaluating additional potential restructuring activities estimated at $8 million of asset impairments and $5 million of cash expenses. The following is a summary of the segments affected by these additional potential restructuring activities under current evaluation and the estimated pre-tax expense: EIP Other/ Corporate TOTAL Severance $ 2,000 $ 250 $ 2,250 Other cash restructuring expenses 700 250 950 Asset impairments/net loss on disposals 3,800 500 4,300 Total cost of sales 6,500 1,000 7,500 Severance 500 1,150 1,650 Asset impairments/net loss on disposals 600 3,500 4,100 Total selling, general and administrative expenses 1,100 4,650 5,750 Consolidated total $ 7,600 $ 5,650 $ 13,250 (3) RESTRUCTURING ACTIVITES (Continued) During the third quarter of fiscal 2015, the Company recognized the following pre-tax restructuring expenses: EIP Utility Coatings Irrigation Other/ Corporate TOTAL Severance $ 1,819 $ 204 $ 120 $ — $ — $ 2,143 Other cash restructuring expenses 354 674 138 — — 1,166 Asset impairments/net loss on disposals 910 43 548 — — 1,501 Total cost of sales 3,083 921 806 — — 4,810 Severance 1,485 — — 52 400 1,937 Other cash restructuring expenses — 238 — — — 238 Asset impairments/net loss on disposals — — — — 1,815 1,815 Total selling, general and administrative expenses 1,485 238 — 52 2,215 3,990 Consolidated total $ 4,568 $ 1,159 $ 806 $ 52 $ 2,215 $ 8,800 In the first three quarters of 2015, the Company recognized the following pre-tax restructuring expenses: EIP Utility Coatings Irrigation Other/ Corporate TOTAL Severance $ 2,814 $ 1,813 $ 429 $ — $ 73 $ 5,129 Other cash restructuring expenses 399 820 178 — — 1,397 Asset impairments/net loss on disposals 1,707 338 4,699 — — 6,744 Total cost of sales 4,920 2,971 5,306 — 73 13,270 Severance 2,835 405 — 271 640 4,151 Other cash restructuring expenses — 238 270 — — 508 Asset impairments/net loss on disposals 2,080 — — 130 3,705 5,915 Total selling, general and administrative expenses 4,915 643 270 401 4,345 10,574 Consolidated total $ 9,835 $ 3,614 $ 5,576 $ 401 $ 4,418 $ 23,844 Liabilities recorded for the restructuring Plan and changes therein for the first three quarters of fiscal 2015 were as follows: Balance at December 27, 2014 Recognized Restructuring Expense Costs Paid or Otherwise Settled Balance at September 26, 2015 Severance $ — $ 9,280 $ (5,501 ) $ 3,779 Other cash restructuring expenses — 1,904 (1,664 ) 240 Total $ — $ 11,184 $ (7,165 ) $ 4,019 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 26, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | GOODWILL AND INTANGIBLE ASSETS Amortized Intangible Assets The components of amortized intangible assets at September 26, 2015 and December 27, 2014 were as follows: September 26, 2015 Gross Accumulated Weighted Customer Relationships $ 202,199 $ 98,523 13 years Proprietary Software & Database 3,534 2,929 8 years Patents & Proprietary Technology 12,659 9,211 8 years Other 3,833 3,764 3 years $ 222,225 $ 114,427 December 27, 2014 Gross Accumulated Weighted Customer Relationships $ 207,509 $ 88,538 13 years Proprietary Software & Database 3,769 2,977 8 years Patents & Proprietary Technology 12,394 8,537 8 years Other 4,355 2,998 3 years $ 228,027 $ 103,050 Amortization expense for intangible assets for the thirteen and thirty-nine weeks ended September 26, 2015 and September 27, 2014 , respectively was as follows: Thirteen Weeks Ended 2015 2014 $ 4,507 $ 4,702 Thirty-nine Weeks Ended 2015 2014 $ 14,157 $ 13,439 Estimated annual amortization expense related to finite‑lived intangible assets is as follows: Estimated 2015 $ 18,154 2016 15,944 2017 15,898 2018 14,261 2019 13,434 (4) GOODWILL AND INTANGIBLE ASSETS (Continued) 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. Non-amortized intangible assets Intangible assets with indefinite lives are not amortized. The carrying values of trade names at September 26, 2015 and December 27, 2014 were as follows: September 26, December 27, Year Acquired Webforge $ 11,477 $ 16,801 2010 Valmont SM 9,284 10,818 2014 Newmark 11,111 11,111 2004 Ingal EPS/Ingal Civil Products 8,668 8,867 2010 Donhad 6,539 6,689 2010 Shakespeare 4,000 4,000 2014 Industrial Galvanizers 2,713 3,889 2010 Other 13,567 14,852 $ 67,359 $ 77,027 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 EIP segment) and a $1,100 impairment of the Industrial Galvanizing trade name (in Coatings segment) during 2015. No other trade names were determined to be impaired. The Webforge product line's net sales decreased in 2015 as investment in oil and gas exploration within Australia and Southeast Asia declined. Goodwill The carrying amount of goodwill by segment as of September 26, 2015 and December 27, 2014 was as follows: Engineered Utility Coatings Irrigation Other Total Balance at December 27, 2014 $ 197,074 $ 75,404 $ 74,862 $ 19,536 $ 18,235 $ 385,111 Impairment — — (9,100 ) — — (9,100 ) Foreign currency translation (8,840 ) — (2,145 ) (196 ) (410 ) (11,591 ) Divestiture of business (1,737 ) — — — — (1,737 ) Balance at September 26, 2015 $ 186,497 $ 75,404 $ 63,617 $ 19,340 $ 17,825 $ 362,683 (4) GOODWILL AND INTANGIBLE ASSETS During the second quarter of 2015, the Company divested of a small business in its EIP segment. The goodwill allocated to that business was $1,737 and was required to be written off based on the selling price of the divested business. 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 a preliminary $9,100 impairment of goodwill on the APAC Coatings reporting unit. The Company will complete step two of the impairment analysis during the fourth quarter as it finalizes the estimated fair values of the property, plant, and equipment for this reporting unit. The goodwill impairment was a result of difficulties in the Australian market over the last couple of years, including a general slowdown in manufacturing. The Company determined that its goodwill for all other reporting units was not impaired, as the valuation of the reporting units exceeded their respective carrying values. The Company's Access Systems reporting unit, which has approximately $70 million in goodwill, is the reporting unit with the smallest cushion between estimated fair value over carrying value. A number of restructuring activities undertaken in 2015 are expected to improve the profitability of this reporting unit. If the net sales for this reporting unit further declines in 2016 and its profitability does not improve in 2016, the Company will have to perform an impairment test as of an interim date. 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 prior to the annual test. |
CASH FLOW SUPPLEMENTARY INFORMA
CASH FLOW SUPPLEMENTARY INFORMATION | 9 Months Ended |
Sep. 26, 2015 | |
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 thirty-nine weeks ended September 26, 2015 and September 27, 2014 were as follows: 2015 2014 Interest $ 23,447 $ 23,199 Income taxes 21,517 94,493 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 million 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 million of the Company's outstanding common stock with no stated expiration date. As of September 26, 2015 , the Company has acquired 3,947,920 shares for approximately $543.3 million under the share repurchase programs. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 26, 2015 | |
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 September 26, 2015: Net earnings attributable to Valmont Industries, Inc. $ 12,066 $ — $ 12,066 Shares outstanding 23,057 113 23,170 Per share amount $ 0.52 $ — $ 0.52 Thirteen weeks ended September 27, 2014: Net earnings attributable to Valmont Industries, Inc. $ 23,559 $ — $ 23,559 Shares outstanding 25,287 226 25,513 Per share amount $ 0.93 $ (0.01 ) $ 0.92 Thirty-nine weeks ended September 26, 2015: Net earnings attributable to Valmont Industries, Inc. $ 70,678 $ — $ 70,678 Shares outstanding 23,420 114 23,534 Per share amount $ 3.02 $ (0.02 ) $ 3.00 Thirty-nine weeks ended September 27, 2014: Net earnings attributable to Valmont Industries, Inc. $ 143,515 $ — $ 143,515 Shares outstanding 26,208 231 26,439 Per share amount $ 5.48 $ (0.05 ) $ 5.43 Earnings per share are computed independently for each of the quarters. Therefore, the sum of the quarterly earnings per share may not equal the total for the year primarily due to the share buyback program that began in the second quarter of 2014. At September 26, 2015 and September 27, 2014, there were 433,401 and 273,170 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 | 9 Months Ended |
Sep. 26, 2015 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS The Company has four reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and the allocation of capital within the segment. Net corporate expense is net of certain service‑related expenses that are allocated to business units generally on the basis of employee headcounts and sales dollars. Reportable segments are as follows: ENGINEERED INFRASTRUCTURE PRODUCTS: This segment consists of the manufacture of engineered metal structures and components for the global lighting and traffic, wireless communication, wind energy, offshore oil and gas, roadway safety and access systems applications; 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. In addition to these four reportable segments, the Company has other businesses and activities that individually are not more than 10% of consolidated sales. These include the manufacture of forged steel grinding media for the mining industry, tubular products for industrial customers, and the distribution of industrial fasteners and are reported in the “Other” category. 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 Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, SALES: Engineered Infrastructure Products segment: Lighting, Traffic, and Roadway Products $ 147,425 $ 158,977 $ 447,380 $ 462,707 Communication Products 51,940 45,952 130,431 119,456 Offshore Structures 26,813 41,284 74,796 105,805 Access Systems 33,691 48,686 106,724 139,745 Engineered Infrastructure Products segment 259,869 294,899 759,331 827,713 Utility Support Structures segment: Steel 135,997 156,112 433,695 527,123 Concrete 28,687 25,073 70,259 81,819 Utility Support Structures segment 164,684 181,185 503,954 608,942 Coatings segment 76,200 86,735 226,654 254,063 Irrigation segment 112,205 174,288 420,502 606,938 Other 42,285 60,838 146,547 181,226 Total 655,243 797,945 2,056,988 2,478,882 INTERSEGMENT SALES: Engineered Infrastructure Products segment 6,931 10,696 18,057 48,427 Utility Support Structures segment 287 626 849 2,146 Coatings segment 11,428 13,166 36,153 42,889 Irrigation segment 6 1 18 14 Other 4,016 7,788 16,815 25,399 Total 22,668 32,277 71,892 118,875 NET SALES: Engineered Infrastructure Products segment 252,938 284,203 741,274 779,286 Utility Support Structures segment 164,397 180,559 503,105 606,796 Coatings segment 64,772 73,569 190,501 211,174 Irrigation segment 112,199 174,287 420,484 606,924 Other 38,269 53,050 129,732 155,827 Total $ 632,575 $ 765,668 $ 1,985,096 $ 2,360,007 OPERATING INCOME: Engineered Infrastructure Products segment $ 14,154 $ 33,200 $ 43,560 $ 75,534 Utility Support Structures segment 14,505 16,975 40,261 76,107 Coatings segment 3,145 17,554 22,006 47,260 Irrigation segment 10,539 26,888 60,655 111,507 Other 3,886 6,211 16,757 23,104 Corporate (9,217 ) (13,025 ) (34,544 ) (42,085 ) Total $ 37,012 $ 87,803 $ 148,695 $ 291,427 |
GUARANTOR_NON-GUARANTOR FINANCI
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | 9 Months Ended |
Sep. 26, 2015 | |
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 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 September 26, 2015 Parent Guarantors Non- Eliminations Total Net sales $ 249,121 $ 114,766 $ 321,726 $ (53,038 ) $ 632,575 Cost of sales 191,143 82,848 255,424 (53,591 ) 475,824 Gross profit 57,978 31,918 66,302 553 156,751 Selling, general and administrative expenses 44,432 11,154 48,953 — 104,539 Impairment of goodwill and intangible assets — — 15,200 — 15,200 Operating income 13,546 20,764 2,149 553 37,012 Other income (expense): Interest expense (10,822 ) — (298 ) — (11,120 ) Interest income (9 ) 2 912 — 905 Other (2,123 ) 31 862 — (1,230 ) (12,954 ) 33 1,476 — (11,445 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 592 20,797 3,625 553 25,567 Income tax expense (benefit): Current (9,059 ) 8,423 7,226 156 6,746 Deferred 7,909 (478 ) (2,159 ) — 5,272 (1,150 ) 7,945 5,067 156 12,018 Earnings before equity in earnings of nonconsolidated subsidiaries 1,742 12,852 (1,442 ) 397 13,549 Equity in earnings of nonconsolidated subsidiaries 10,324 1,254 — (11,578 ) — Net earnings 12,066 14,106 (1,442 ) (11,181 ) 13,549 Less: Earnings attributable to noncontrolling interests — — (1,483 ) — (1,483 ) Net earnings attributable to Valmont Industries, Inc $ 12,066 $ 14,106 $ (2,925 ) $ (11,181 ) $ 12,066 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirty-nine weeks ended September 26, 2015 Parent Guarantors Non- Eliminations Total Net sales $ 889,408 $ 312,804 $ 946,517 $ (163,633 ) $ 1,985,096 Cost of sales 673,789 235,893 747,075 (163,414 ) 1,493,343 Gross profit 215,619 76,911 199,442 (219 ) 491,753 Selling, general and administrative expenses 143,387 33,542 150,929 — 327,858 Impairment of goodwill and intangible assets — — 15,200 — 15,200 Operating income 72,232 43,369 33,313 (219 ) 148,695 Other income (expense): Interest expense (32,548 ) — (932 ) — (33,480 ) Interest income 4 6 2,385 — 2,395 Other (3,020 ) 31 2,747 — (242 ) (35,564 ) 37 4,200 — (31,327 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 36,668 43,406 37,513 (219 ) 117,368 Income tax expense (benefit): Current (122 ) 18,273 19,570 (65 ) 37,656 Deferred 11,728 (1,062 ) (5,449 ) — 5,217 11,606 17,211 14,121 (65 ) 42,873 Earnings before equity in earnings of nonconsolidated subsidiaries 25,062 26,195 23,392 (154 ) 74,495 Equity in earnings of nonconsolidated subsidiaries 45,616 6,435 — (52,051 ) — Net earnings 70,678 32,630 23,392 (52,205 ) 74,495 Less: Earnings attributable to noncontrolling interests — — (3,817 ) — (3,817 ) Net earnings attributable to Valmont Industries, Inc $ 70,678 $ 32,630 $ 19,575 $ (52,205 ) $ 70,678 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended September 27, 2014 Parent Guarantors Non- Eliminations Total Net sales $ 313,775 $ 120,016 $ 384,564 $ (52,687 ) $ 765,668 Cost of sales 234,085 92,091 292,722 (52,730 ) 566,168 Gross profit 79,690 27,925 91,842 43 199,500 Selling, general and administrative expenses 48,560 12,145 50,992 — 111,697 Operating income 31,130 15,780 40,850 43 87,803 Other income (expense): Interest expense (8,061 ) — (655 ) — (8,716 ) Interest income 2 60 1,415 — 1,477 Costs associated with refinancing of debt (38,705 ) — — — (38,705 ) Other (196 ) (149 ) (1,999 ) — (2,344 ) (46,960 ) (89 ) (1,239 ) — (48,288 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries (15,830 ) 15,691 39,611 43 39,515 Income tax expense (benefit): Current 9,296 6,206 7,791 (3 ) 23,290 Deferred (12,430 ) (342 ) 3,708 — (9,064 ) (3,134 ) 5,864 11,499 (3 ) 14,226 Earnings before equity in earnings of nonconsolidated subsidiaries (12,696 ) 9,827 28,112 46 25,289 Equity in earnings of nonconsolidated subsidiaries 36,255 8,446 — (44,705 ) (4 ) Net earnings 23,559 18,273 28,112 (44,659 ) 25,285 Less: Earnings attributable to noncontrolling interests — — (1,726 ) — (1,726 ) Net earnings attributable to Valmont Industries, Inc $ 23,559 $ 18,273 $ 26,386 $ (44,659 ) $ 23,559 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirty-nine weeks ended September 27, 2014 Parent Guarantors Non- Eliminations Total Net sales $ 1,069,059 $ 380,327 $ 1,072,560 $ (161,939 ) $ 2,360,007 Cost of sales 785,898 283,443 826,120 (162,413 ) 1,733,048 Gross profit 283,161 96,884 246,440 474 626,959 Selling, general and administrative expenses 146,514 37,806 151,212 — 335,532 Operating income 136,647 59,078 95,228 474 291,427 Other income (expense): Interest expense (23,427 ) — (1,790 ) — (25,217 ) Interest income 28 356 4,409 — 4,793 Costs associated with refinancing of debt (38,705 ) — — — (38,705 ) Other 1,625 (501 ) (7,377 ) — (6,253 ) (60,479 ) (145 ) (4,758 ) — (65,382 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 76,168 58,933 90,470 474 226,045 Income tax expense (benefit): Current 38,489 19,718 24,009 129 82,345 Deferred (6,601 ) 1,325 1,242 — (4,034 ) 31,888 21,043 25,251 129 78,311 Earnings before equity in earnings of nonconsolidated subsidiaries 44,280 37,890 65,219 345 147,734 Equity in earnings of nonconsolidated subsidiaries 99,235 17,469 — (116,738 ) (34 ) Net earnings 143,515 55,359 65,219 (116,393 ) 147,700 Less: Earnings attributable to noncontrolling interests — — (4,185 ) — (4,185 ) Net earnings attributable to Valmont Industries, Inc $ 143,515 $ 55,359 $ 61,034 $ (116,393 ) $ 143,515 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended September 26, 2015 Parent Guarantors Non- Eliminations Total Net earnings $ 12,066 $ 14,106 $ (1,442 ) $ (11,181 ) $ 13,549 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (6,168 ) (47,350 ) — (53,518 ) Unrealized loss on cash flow hedge: Amortization cost included in interest expense 18 — — — 18 Realized (gain) loss included in net earnings during the period — — (439 ) — (439 ) Gain on cash flow hedges (33 ) — 143 — 110 Equity in other comprehensive income (51,484 ) — — 51,484 — Other comprehensive income (loss) (51,499 ) (6,168 ) (47,646 ) 51,484 (53,829 ) Comprehensive income (loss) (39,433 ) 7,938 (49,088 ) 40,303 (40,280 ) Comprehensive income attributable to noncontrolling interests — — 847 — 847 Comprehensive income (loss) attributable to Valmont Industries, Inc. $ (39,433 ) $ 7,938 $ (48,241 ) $ 40,303 $ (39,433 ) (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirty-nine weeks ended September 26, 2015 Parent Guarantors Non- Eliminations Total Net earnings $ 70,678 $ 32,630 $ 23,392 $ (52,205 ) $ 74,495 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (14,980 ) (78,388 ) — (93,368 ) Unrealized loss on cash flow hedge: Amortization cost included in interest expense 55 — — — 55 Realized loss included in net earnings during the period — — (439 ) — (439 ) Gain on cash flow hedges (242 ) — 1,397 — 1,155 Equity in other comprehensive income (88,387 ) — — 88,387 — Other comprehensive income (loss) (88,574 ) (14,980 ) (77,430 ) 88,387 (92,597 ) Comprehensive income (loss) (17,896 ) 17,650 (54,038 ) 36,182 (18,102 ) Comprehensive income attributable to noncontrolling interests — — 206 — 206 Comprehensive income (loss) attributable to Valmont Industries, Inc. $ (17,896 ) $ 17,650 $ (53,832 ) $ 36,182 $ (17,896 ) (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended September 27, 2014 Parent Guarantors Non- Eliminations Total Net earnings $ 23,559 $ 18,273 $ 28,112 $ (44,659 ) $ 25,285 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (53,168 ) (5,833 ) — (59,001 ) Unrealized loss on cash flow hedge: Amortization cost included in interest expense 100 — 283 — 383 Realized loss included in net earnings during the period 983 — — — 983 Gain on cash flow hedges 4,837 — — — 4,837 Actuarial gain (loss) in defined benefit pension plan liability — — 1,116 — 1,116 Equity in other comprehensive income (55,787 ) — — 55,787 — Other comprehensive income (loss) (49,867 ) (53,168 ) (4,434 ) 55,787 (51,682 ) Comprehensive income (loss) (26,308 ) (34,895 ) 23,678 11,128 (26,397 ) Comprehensive income attributable to noncontrolling interests — — 89 — 89 Comprehensive income (loss) attributable to Valmont Industries, Inc. $ (26,308 ) $ (34,895 ) $ 23,767 $ 11,128 $ (26,308 ) (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirty-nine weeks ended September 27, 2014 Parent Guarantors Non- Eliminations Total Net earnings $ 143,515 $ 55,359 $ 65,219 $ (116,393 ) $ 147,700 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (52,105 ) 18,610 — (33,495 ) Unrealized loss on cash flow hedge: Amortization cost included in interest expense 300 — 150 — 450 Realized loss included in net earnings during the period 983 — — — 983 Gain on cash flow hedges 4,837 — — — 4,837 Actuarial gain (loss) in defined benefit pension plan liability — — 269 — 269 Equity in other comprehensive income (30,506 ) — — 30,506 — Other comprehensive income (loss) (24,386 ) (52,105 ) 19,029 30,506 (26,956 ) Comprehensive income 119,129 3,254 84,248 (85,887 ) 120,744 Comprehensive income attributable to noncontrolling interests — — (1,615 ) — (1,615 ) Comprehensive income attributable to Valmont Industries, Inc. $ 119,129 $ 3,254 $ 82,633 $ (85,887 ) $ 119,129 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS September 26, 2015 Parent Guarantors Non- Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 21,227 $ 1,641 $ 289,983 $ — $ 312,851 Receivables, net 137,255 68,885 295,263 — 501,403 Inventories 144,751 46,820 179,894 (3,175 ) 368,290 Prepaid expenses 11,397 612 40,199 — 52,208 Refundable and deferred income taxes 30,001 6,262 8,473 — 44,736 Total current assets 344,631 124,220 813,812 (3,175 ) 1,279,488 Property, plant and equipment, at cost 544,933 127,761 410,517 — 1,083,211 Less accumulated depreciation and amortization 330,102 69,069 140,805 — 539,976 Net property, plant and equipment 214,831 58,692 269,712 — 543,235 Goodwill 20,108 107,542 235,033 — 362,683 Other intangible assets 252 40,031 134,874 — 175,157 Investment in subsidiaries and intercompany accounts 1,356,897 848,126 921,673 (3,126,696 ) — Other assets 47,404 16 81,718 — 129,138 Total assets $ 1,984,123 $ 1,178,627 $ 2,456,822 $ (3,129,871 ) $ 2,489,701 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ 215 $ — $ 884 $ — $ 1,099 Notes payable to banks — — 1,496 — 1,496 Accounts payable 64,931 14,213 107,437 — 186,581 Accrued employee compensation and benefits 30,576 5,151 34,522 — 70,249 Accrued expenses 44,031 6,145 54,603 — 104,779 Dividends payable 8,649 — — — 8,649 Total current liabilities 148,402 25,509 198,942 — 372,853 Deferred income taxes 8,220 27,994 29,986 — 66,200 Long-term debt, excluding current installments 759,033 — 5,790 — 764,823 Defined benefit pension liability — — 129,600 — 129,600 Deferred compensation 43,485 — 5,152 — 48,637 Other noncurrent liabilities 5,249 — 36,562 — 41,811 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 1,767,621 571,936 416,341 (988,277 ) 1,767,621 Accumulated other comprehensive income (loss) (223,007 ) (64,176 ) (167,812 ) 231,988 (223,007 ) Treasury stock (552,780 ) — — — (552,780 ) Total Valmont Industries, Inc. shareholders’ equity 1,019,734 1,125,124 2,004,747 (3,129,871 ) 1,019,734 Noncontrolling interest in consolidated subsidiaries — — 46,043 — 46,043 Total shareholders’ equity 1,019,734 1,125,124 2,050,790 (3,129,871 ) 1,065,777 Total liabilities and shareholders’ equity $ 1,984,123 $ 1,178,627 $ 2,456,822 $ (3,129,871 ) $ 2,489,701 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 27, 2014 Parent Guarantors Non- 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 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirty-nine Weeks Ended September 26, 2015 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 70,678 $ 32,630 $ 23,392 $ (52,205 ) $ 74,495 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 22,373 9,372 39,114 — 70,859 Noncash loss on trading securities — — 5,020 — 5,020 Impairment of assets - restructuring activities 4,092 258 8,309 — 12,659 Impairment of Goodwill & Intangibles — — 15,200 — 15,200 Stock-based compensation 9,620 — (3,953 ) — 5,667 Defined benefit pension plan expense — — (460 ) — (460 ) Contribution to defined benefit pension plan — — (15,735 ) — (15,735 ) Gain on sale of property, plant and equipment 333 267 663 — 1,263 Equity in earnings in nonconsolidated subsidiaries (45,616 ) (6,435 ) — 52,051 — Deferred income taxes 11,728 (1,062 ) (5,449 ) — 5,217 Changes in assets and liabilities (net of acquisitions): Receivables 21,061 (471 ) (15,039 ) — 5,551 Inventories (16,893 ) 8,094 (16,648 ) — (25,447 ) Prepaid expenses 840 (110 ) 4,545 — 5,275 Accounts payable 5,038 (938 ) (3,268 ) — 832 Accrued expenses (5,758 ) (140 ) 13,266 — 7,368 Other noncurrent liabilities (2,716 ) — 3,603 — 887 Income taxes payable (refundable) 14,216 (14 ) (31 ) — 14,171 Net cash flows from operating activities 88,996 41,451 52,529 (154 ) 182,822 Cash flows from investing activities: Purchase of property, plant and equipment (9,547 ) (6,065 ) (18,835 ) — (34,447 ) Proceeds from sale of assets 1,508 36 1,712 — 3,256 Other, net 45,326 (35,859 ) (3,641 ) 154 5,980 Net cash flows from investing activities 37,287 (41,888 ) (20,764 ) 154 (25,211 ) Cash flows from financing activities: Net borrowings under short-term agreements — — (12,322 ) — (12,322 ) Proceeds from long-term borrowings 37,000 — — — 37,000 Principal payments on long-term borrowings (37,222 ) — (656 ) — (37,878 ) Dividends paid (26,708 ) — — — (26,708 ) Dividends to noncontrolling interest — — (2,323 ) — (2,323 ) Proceeds from exercises under stock plans 10,902 — — — 10,902 Excess tax benefits from stock option exercises 1,458 — — — 1,458 Purchase of treasury shares (148,220 ) — — — (148,220 ) Purchase of common treasury shares - stock plan exercises (12,135 ) — — — (12,135 ) Net cash flows from financing activities (174,925 ) — (15,301 ) — (190,226 ) Effect of exchange rate changes on cash and cash equivalents — (79 ) (26,034 ) — (26,113 ) Net change in cash and cash equivalents (48,642 ) (516 ) (9,570 ) — (58,728 ) Cash and cash equivalents—beginning of year 69,869 2,157 299,553 — 371,579 Cash and cash equivalents—end of period $ 21,227 $ 1,641 $ 289,983 $ — $ 312,851 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirty-nine Weeks Ended September 27, 2014 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 143,515 $ 55,359 $ 65,219 $ (116,393 ) $ 147,700 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 17,094 9,804 37,562 — 64,460 Loss on investment — — 4,859 — 4,859 Non-cash debt refinancing costs (2,478 ) — — — (2,478 ) Stock-based compensation 5,444 — — — 5,444 Change in fair value of contingent consideration — — 4,300 — 4,300 Defined benefit pension plan expense — — 2,003 — 2,003 Contribution to defined benefit pension plan — — (18,245 ) — (18,245 ) Gain on sale of property, plant and equipment 37 (30 ) 51 — 58 Equity in earnings in nonconsolidated subsidiaries (99,235 ) (17,469 ) — 116,738 34 Deferred income taxes (6,601 ) 1,325 1,242 — (4,034 ) Changes in assets and liabilities (net of acquisitions): Receivables (18,901 ) 29,838 (30,888 ) — (19,951 ) Inventories 2,914 5,036 (12,102 ) — (4,152 ) Prepaid expenses (2,213 ) 173 (17,142 ) — (19,182 ) Accounts payable (2,788 ) (3,643 ) (14,651 ) — (21,082 ) Accrued expenses (18,654 ) (9,296 ) 24 — (27,926 ) Other noncurrent liabilities 2,061 — (8,470 ) — (6,409 ) Income taxes payable (refundable) (16,149 ) (225 ) (6,328 ) — (22,702 ) Net cash flows from operating activities 4,046 70,872 7,434 345 82,697 Cash flows from investing activities: Purchase of property, plant and equipment (35,925 ) (1,972 ) (25,515 ) — (63,412 ) Proceeds from sale of assets 8 127 1,972 — 2,107 Acquisitions, net of cash acquired — — (137,438 ) — (137,438 ) Other, net 36,954 (53,129 ) 19,512 (345 ) 2,992 Net cash flows from investing activities 1,037 (54,974 ) (141,469 ) (345 ) (195,751 ) Cash flows from financing activities: Net borrowings under short-term agreements — — (1,065 ) — (1,065 ) Proceeds from long-term borrowings 652,540 — — — 652,540 Principal payments on long-term borrowings (356,994 ) — (65 ) — (357,059 ) Settlement of financial derivative 4,837 — — — 4,837 Dividends paid (23,357 ) — — — (23,357 ) Intercompany dividends 116,995 (44,000 ) (72,995 ) — — Dividends to noncontrolling interest — — (1,340 ) — (1,340 ) Debt issuance costs (5,464 ) — — — (5,464 ) Intercompany capital contribution (143,000 ) — 143,000 — — Proceeds from exercises under stock plans 12,824 — — — 12,824 Excess tax benefits from stock option exercises 3,916 — — — 3,916 Purchase of treasury shares (316,296 ) — — — (316,296 ) Purchase of common treasury shares - stock plan exercises (12,739 ) — — — (12,739 ) Net cash flows from financing activities (66,738 ) (44,000 ) 67,535 — (43,203 ) Effect of exchange rate changes on cash and cash equivalents — (36 ) (5,195 ) — (5,231 ) Net change in cash and cash equivalents (61,655 ) (28,138 ) (71,695 ) — (161,488 ) Cash and cash equivalents—beginning of year 215,576 29,797 368,333 — 613,706 Cash and cash equivalents—end of period $ 153,921 $ 1,659 $ 296,638 $ — $ 452,218 |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 26, 2015 | |
Accounting Policies [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheet as of September 26, 2015 , the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and thirty-nine weeks ended September 26, 2015 and September 27, 2014 , and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirty-nine week period 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 September 26, 2015 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 27, 2014 . 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 27, 2014 . The results of operations for the period ended September 26, 2015 are not necessarily indicative of the operating results for the full year. |
Inventories | Inventories Approximately 38% and 44% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of September 26, 2015 and December 27, 2014 , respectively. 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 and thirty-nine weeks ended September 26, 2015 and September 27, 2014 , were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2015 2014 2015 2014 United States $ 26,343 $ 4,844 $ 92,625 $ 141,635 Foreign (776 ) 34,671 24,743 84,410 $ 25,567 $ 39,515 $ 117,368 $ 226,045 |
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 September 26, 2015 , 1,223,563 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 six 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 | Subsequent Events On September 30, 2015, the Company purchased 100% of the outstanding shares of American Galvanizing for $13.2 million in cash, net of assumed liabilities. American Galvanizing operates a galvanizing operation in Folsom, New Jersey. American Galvanizing's annual sales are approximately $8.5 million and it will be included in the Coatings Segment. The acquisition, which was funded by cash held by the Company, was completed to extend the Company's presence in the northeast United States. |
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 is effective for 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. Management 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) | 9 Months Ended |
Sep. 26, 2015 | |
Accounting Policies [Abstract] | |
Components of inventories | Inventories consisted of the following: September 26, December 27, Raw materials and purchased parts $ 181,618 $ 179,093 Work-in-process 28,934 27,835 Finished goods and manufactured goods 194,806 199,772 Subtotal 405,358 406,700 Less: LIFO reserve 37,068 47,178 $ 368,290 $ 359,522 |
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 and thirty-nine weeks ended September 26, 2015 and September 27, 2014 , were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2015 2014 2015 2014 United States $ 26,343 $ 4,844 $ 92,625 $ 141,635 Foreign (776 ) 34,671 24,743 84,410 $ 25,567 $ 39,515 $ 117,368 $ 226,045 |
Schedule of components of the net periodic pension (benefit) expense | The components of the net periodic pension (benefit) expense for the thirteen and thirty-nine weeks ended September 26, 2015 and September 27, 2014 were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended Net periodic (benefit) expense: 2015 2014 2015 2014 Interest cost $ 6,186 $ 7,274 $ 18,486 $ 21,783 Expected return on plan assets (6,341 ) (6,605 ) (18,946 ) (19,780 ) Net periodic (benefit) expense $ (155 ) $ 669 $ (460 ) $ 2,003 |
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 and thirty-nine weeks ended September 26, 2015 and September 27, 2014 , respectively, were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2015 2014 2015 2014 Compensation expense $ 1,283 $ 1,242 $ 3,936 $ 3,767 Income tax benefits 494 478 1,515 1,450 |
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 $ 42,375 $ 42,375 $ — $ — Fair Value Measurement Using: Carrying Value Quoted Prices in Significant Other Significant Assets: Trading Securities $ 45,473 $ 45,473 $ — $ — |
Components of accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) consisted of the following at September 26, 2015 and December 27, 2014: Foreign Currency Translation Adjustments Unrealized Gain on Cash Flow Hedge Defined Benefit Pension Plan Accumulated Other Comprehensive Income Balance at December 27, 2014 $ (99,618 ) $ 3,879 $ (38,694 ) $ (134,433 ) Current-period comprehensive income (loss) (89,345 ) 771 — (88,574 ) Balance at September 26, 2015 $ (188,963 ) $ 4,650 $ (38,694 ) $ (223,007 ) |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Pro forma effect of acquisitions | The pro forma effect of these acquisitions on the third quarter and first three quarters of the 2014 Statement of Earnings was as follows: Thirteen Weeks Ended September 27, 2014 Thirty-nine Weeks Ended September 27, 2014 Net sales $ 780,478 $ 2,438,811 Net earnings $ 24,002 $ 147,443 Earnings per share—diluted $ 0.94 $ 5.58 |
Valmont SM | |
Summary of preliminary fair values of the assets acquired and liabilities assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of acquisition, which was finalized in the fourth quarter of 2014. At March 3, 2014 Current assets $ 73,421 Property, plant and equipment 85,638 Intangible assets 30,340 Goodwill 16,803 Total fair value of assets acquired $ 206,202 Current liabilities 47,754 Deferred income taxes 19,715 Intercompany note payable 37,448 Long-term debt 8,941 Total fair value of liabilities assumed 113,858 Non-controlling interests 9,309 Net assets acquired $ 83,035 |
Summary of the major classes of acquired intangible assets and the respective weighted-average amortization periods | The following table summarizes the major classes of Valmont SM's acquired intangible assets and the respective weighted average amortization periods: Amount Weighted Average Amortization Period (Years) Trade Names $ 11,470 Indefinite Backlog 3,145 1.5 Customer Relationships 15,725 12.0 Total Intangible Assets $ 30,340 |
Shakespeare | |
Summary of preliminary fair values of the assets acquired and liabilities assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed as of the date of the Shakespeare acquisition (goodwill is deductible for tax purposes): At October 6, 2014 Current assets $ 12,532 Property, plant and equipment 10,694 Intangible assets 13,500 Goodwill 15,416 Total fair value of assets acquired $ 52,142 Current liabilities 3,870 Net assets acquired $ 48,272 |
Summary of the major classes of acquired intangible assets and the respective weighted-average amortization periods | The following table summarizes the major classes of Shakespeare acquired intangible assets and the respective weighted-average amortization periods: Amount Weighted Average Amortization Period (Years) Trade Names $ 4,000 Indefinite Customer Relationships 9,500 12.0 Total Intangible Assets $ 13,500 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of pre-tax restructuring expenses | During the third quarter of fiscal 2015, the Company recognized the following pre-tax restructuring expenses: EIP Utility Coatings Irrigation Other/ Corporate TOTAL Severance $ 1,819 $ 204 $ 120 $ — $ — $ 2,143 Other cash restructuring expenses 354 674 138 — — 1,166 Asset impairments/net loss on disposals 910 43 548 — — 1,501 Total cost of sales 3,083 921 806 — — 4,810 Severance 1,485 — — 52 400 1,937 Other cash restructuring expenses — 238 — — — 238 Asset impairments/net loss on disposals — — — — 1,815 1,815 Total selling, general and administrative expenses 1,485 238 — 52 2,215 3,990 Consolidated total $ 4,568 $ 1,159 $ 806 $ 52 $ 2,215 $ 8,800 In the first three quarters of 2015, the Company recognized the following pre-tax restructuring expenses: EIP Utility Coatings Irrigation Other/ Corporate TOTAL Severance $ 2,814 $ 1,813 $ 429 $ — $ 73 $ 5,129 Other cash restructuring expenses 399 820 178 — — 1,397 Asset impairments/net loss on disposals 1,707 338 4,699 — — 6,744 Total cost of sales 4,920 2,971 5,306 — 73 13,270 Severance 2,835 405 — 271 640 4,151 Other cash restructuring expenses — 238 270 — — 508 Asset impairments/net loss on disposals 2,080 — — 130 3,705 5,915 Total selling, general and administrative expenses 4,915 643 270 401 4,345 10,574 Consolidated total $ 9,835 $ 3,614 $ 5,576 $ 401 $ 4,418 $ 23,844 |
Schedule of liabilities recorded for the restructuring plan and changes | Liabilities recorded for the restructuring Plan and changes therein for the first three quarters of fiscal 2015 were as follows: Balance at December 27, 2014 Recognized Restructuring Expense Costs Paid or Otherwise Settled Balance at September 26, 2015 Severance $ — $ 9,280 $ (5,501 ) $ 3,779 Other cash restructuring expenses — 1,904 (1,664 ) 240 Total $ — $ 11,184 $ (7,165 ) $ 4,019 |
Additional Potential Restructuring Activities | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of restructuring activities | The following is a summary of the segments affected by these additional potential restructuring activities under current evaluation and the estimated pre-tax expense: EIP Other/ Corporate TOTAL Severance $ 2,000 $ 250 $ 2,250 Other cash restructuring expenses 700 250 950 Asset impairments/net loss on disposals 3,800 500 4,300 Total cost of sales 6,500 1,000 7,500 Severance 500 1,150 1,650 Asset impairments/net loss on disposals 600 3,500 4,100 Total selling, general and administrative expenses 1,100 4,650 5,750 Consolidated total $ 7,600 $ 5,650 $ 13,250 |
Broad Restructuring Plan | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of restructuring activities | We anticipate the Company will recognize the following pre-tax expenses in conjunction with the initial restructuring activities from the Plan announced in 2015: EIP Utility Coatings Irrigation Other/ Corporate TOTAL Severance $ 3,850 $ 1,638 $ 429 $ 245 $ 75 $ 6,237 Other cash restructuring expenses 1,612 1,895 178 100 — 3,785 Asset impairments/net loss on disposals 2,573 788 4,699 — — 8,060 Total cost of sales 8,035 4,321 5,306 345 75 18,082 Severance 4,335 404 — 629 1,250 6,618 Other cash restructuring expenses — 328 270 — — 598 Asset impairments/net loss on disposals 2,080 — — 130 3,700 5,910 Total selling, general and administrative expenses 6,415 732 270 759 4,950 13,126 Consolidated total $ 14,450 $ 5,053 $ 5,576 $ 1,104 $ 5,025 $ 31,208 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of components of amortized intangible assets | The components of amortized intangible assets at September 26, 2015 and December 27, 2014 were as follows: September 26, 2015 Gross Accumulated Weighted Customer Relationships $ 202,199 $ 98,523 13 years Proprietary Software & Database 3,534 2,929 8 years Patents & Proprietary Technology 12,659 9,211 8 years Other 3,833 3,764 3 years $ 222,225 $ 114,427 December 27, 2014 Gross Accumulated Weighted Customer Relationships $ 207,509 $ 88,538 13 years Proprietary Software & Database 3,769 2,977 8 years Patents & Proprietary Technology 12,394 8,537 8 years Other 4,355 2,998 3 years $ 228,027 $ 103,050 |
Schedule of amortization expense for intangible assets | Amortization expense for intangible assets for the thirteen and thirty-nine weeks ended September 26, 2015 and September 27, 2014 , respectively was as follows: Thirteen Weeks Ended 2015 2014 $ 4,507 $ 4,702 Thirty-nine Weeks Ended 2015 2014 $ 14,157 $ 13,439 |
Schedule of future estimated amortization expense | Estimated annual amortization expense related to finite‑lived intangible assets is as follows: Estimated 2015 $ 18,154 2016 15,944 2017 15,898 2018 14,261 2019 13,434 |
Schedule of non-amortized intangible assets | The carrying values of trade names at September 26, 2015 and December 27, 2014 were as follows: September 26, December 27, Year Acquired Webforge $ 11,477 $ 16,801 2010 Valmont SM 9,284 10,818 2014 Newmark 11,111 11,111 2004 Ingal EPS/Ingal Civil Products 8,668 8,867 2010 Donhad 6,539 6,689 2010 Shakespeare 4,000 4,000 2014 Industrial Galvanizers 2,713 3,889 2010 Other 13,567 14,852 $ 67,359 $ 77,027 |
Schedule of carrying amount of goodwill | The carrying amount of goodwill by segment as of September 26, 2015 and December 27, 2014 was as follows: Engineered Utility Coatings Irrigation Other Total Balance at December 27, 2014 $ 197,074 $ 75,404 $ 74,862 $ 19,536 $ 18,235 $ 385,111 Impairment — — (9,100 ) — — (9,100 ) Foreign currency translation (8,840 ) — (2,145 ) (196 ) (410 ) (11,591 ) Divestiture of business (1,737 ) — — — — (1,737 ) Balance at September 26, 2015 $ 186,497 $ 75,404 $ 63,617 $ 19,340 $ 17,825 $ 362,683 |
CASH FLOW SUPPLEMENTARY INFOR22
CASH FLOW SUPPLEMENTARY INFORMATION (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
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 thirty-nine weeks ended September 26, 2015 and September 27, 2014 were as follows: 2015 2014 Interest $ 23,447 $ 23,199 Income taxes 21,517 94,493 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
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 September 26, 2015: Net earnings attributable to Valmont Industries, Inc. $ 12,066 $ — $ 12,066 Shares outstanding 23,057 113 23,170 Per share amount $ 0.52 $ — $ 0.52 Thirteen weeks ended September 27, 2014: Net earnings attributable to Valmont Industries, Inc. $ 23,559 $ — $ 23,559 Shares outstanding 25,287 226 25,513 Per share amount $ 0.93 $ (0.01 ) $ 0.92 Thirty-nine weeks ended September 26, 2015: Net earnings attributable to Valmont Industries, Inc. $ 70,678 $ — $ 70,678 Shares outstanding 23,420 114 23,534 Per share amount $ 3.02 $ (0.02 ) $ 3.00 Thirty-nine weeks ended September 27, 2014: Net earnings attributable to Valmont Industries, Inc. $ 143,515 $ — $ 143,515 Shares outstanding 26,208 231 26,439 Per share amount $ 5.48 $ (0.05 ) $ 5.43 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Segment Reporting [Abstract] | |
Segment reporting information of sales and operating income | Summary by Business Thirteen Weeks Ended Thirty-nine Weeks Ended September 26, September 27, September 26, September 27, SALES: Engineered Infrastructure Products segment: Lighting, Traffic, and Roadway Products $ 147,425 $ 158,977 $ 447,380 $ 462,707 Communication Products 51,940 45,952 130,431 119,456 Offshore Structures 26,813 41,284 74,796 105,805 Access Systems 33,691 48,686 106,724 139,745 Engineered Infrastructure Products segment 259,869 294,899 759,331 827,713 Utility Support Structures segment: Steel 135,997 156,112 433,695 527,123 Concrete 28,687 25,073 70,259 81,819 Utility Support Structures segment 164,684 181,185 503,954 608,942 Coatings segment 76,200 86,735 226,654 254,063 Irrigation segment 112,205 174,288 420,502 606,938 Other 42,285 60,838 146,547 181,226 Total 655,243 797,945 2,056,988 2,478,882 INTERSEGMENT SALES: Engineered Infrastructure Products segment 6,931 10,696 18,057 48,427 Utility Support Structures segment 287 626 849 2,146 Coatings segment 11,428 13,166 36,153 42,889 Irrigation segment 6 1 18 14 Other 4,016 7,788 16,815 25,399 Total 22,668 32,277 71,892 118,875 NET SALES: Engineered Infrastructure Products segment 252,938 284,203 741,274 779,286 Utility Support Structures segment 164,397 180,559 503,105 606,796 Coatings segment 64,772 73,569 190,501 211,174 Irrigation segment 112,199 174,287 420,484 606,924 Other 38,269 53,050 129,732 155,827 Total $ 632,575 $ 765,668 $ 1,985,096 $ 2,360,007 OPERATING INCOME: Engineered Infrastructure Products segment $ 14,154 $ 33,200 $ 43,560 $ 75,534 Utility Support Structures segment 14,505 16,975 40,261 76,107 Coatings segment 3,145 17,554 22,006 47,260 Irrigation segment 10,539 26,888 60,655 111,507 Other 3,886 6,211 16,757 23,104 Corporate (9,217 ) (13,025 ) (34,544 ) (42,085 ) Total $ 37,012 $ 87,803 $ 148,695 $ 291,427 |
GUARANTOR_NON-GUARANTOR FINAN25
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | |
Condensed Consolidated Statements of Earnings | CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended September 26, 2015 Parent Guarantors Non- Eliminations Total Net sales $ 249,121 $ 114,766 $ 321,726 $ (53,038 ) $ 632,575 Cost of sales 191,143 82,848 255,424 (53,591 ) 475,824 Gross profit 57,978 31,918 66,302 553 156,751 Selling, general and administrative expenses 44,432 11,154 48,953 — 104,539 Impairment of goodwill and intangible assets — — 15,200 — 15,200 Operating income 13,546 20,764 2,149 553 37,012 Other income (expense): Interest expense (10,822 ) — (298 ) — (11,120 ) Interest income (9 ) 2 912 — 905 Other (2,123 ) 31 862 — (1,230 ) (12,954 ) 33 1,476 — (11,445 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 592 20,797 3,625 553 25,567 Income tax expense (benefit): Current (9,059 ) 8,423 7,226 156 6,746 Deferred 7,909 (478 ) (2,159 ) — 5,272 (1,150 ) 7,945 5,067 156 12,018 Earnings before equity in earnings of nonconsolidated subsidiaries 1,742 12,852 (1,442 ) 397 13,549 Equity in earnings of nonconsolidated subsidiaries 10,324 1,254 — (11,578 ) — Net earnings 12,066 14,106 (1,442 ) (11,181 ) 13,549 Less: Earnings attributable to noncontrolling interests — — (1,483 ) — (1,483 ) Net earnings attributable to Valmont Industries, Inc $ 12,066 $ 14,106 $ (2,925 ) $ (11,181 ) $ 12,066 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirty-nine weeks ended September 26, 2015 Parent Guarantors Non- Eliminations Total Net sales $ 889,408 $ 312,804 $ 946,517 $ (163,633 ) $ 1,985,096 Cost of sales 673,789 235,893 747,075 (163,414 ) 1,493,343 Gross profit 215,619 76,911 199,442 (219 ) 491,753 Selling, general and administrative expenses 143,387 33,542 150,929 — 327,858 Impairment of goodwill and intangible assets — — 15,200 — 15,200 Operating income 72,232 43,369 33,313 (219 ) 148,695 Other income (expense): Interest expense (32,548 ) — (932 ) — (33,480 ) Interest income 4 6 2,385 — 2,395 Other (3,020 ) 31 2,747 — (242 ) (35,564 ) 37 4,200 — (31,327 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 36,668 43,406 37,513 (219 ) 117,368 Income tax expense (benefit): Current (122 ) 18,273 19,570 (65 ) 37,656 Deferred 11,728 (1,062 ) (5,449 ) — 5,217 11,606 17,211 14,121 (65 ) 42,873 Earnings before equity in earnings of nonconsolidated subsidiaries 25,062 26,195 23,392 (154 ) 74,495 Equity in earnings of nonconsolidated subsidiaries 45,616 6,435 — (52,051 ) — Net earnings 70,678 32,630 23,392 (52,205 ) 74,495 Less: Earnings attributable to noncontrolling interests — — (3,817 ) — (3,817 ) Net earnings attributable to Valmont Industries, Inc $ 70,678 $ 32,630 $ 19,575 $ (52,205 ) $ 70,678 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended September 27, 2014 Parent Guarantors Non- Eliminations Total Net sales $ 313,775 $ 120,016 $ 384,564 $ (52,687 ) $ 765,668 Cost of sales 234,085 92,091 292,722 (52,730 ) 566,168 Gross profit 79,690 27,925 91,842 43 199,500 Selling, general and administrative expenses 48,560 12,145 50,992 — 111,697 Operating income 31,130 15,780 40,850 43 87,803 Other income (expense): Interest expense (8,061 ) — (655 ) — (8,716 ) Interest income 2 60 1,415 — 1,477 Costs associated with refinancing of debt (38,705 ) — — — (38,705 ) Other (196 ) (149 ) (1,999 ) — (2,344 ) (46,960 ) (89 ) (1,239 ) — (48,288 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries (15,830 ) 15,691 39,611 43 39,515 Income tax expense (benefit): Current 9,296 6,206 7,791 (3 ) 23,290 Deferred (12,430 ) (342 ) 3,708 — (9,064 ) (3,134 ) 5,864 11,499 (3 ) 14,226 Earnings before equity in earnings of nonconsolidated subsidiaries (12,696 ) 9,827 28,112 46 25,289 Equity in earnings of nonconsolidated subsidiaries 36,255 8,446 — (44,705 ) (4 ) Net earnings 23,559 18,273 28,112 (44,659 ) 25,285 Less: Earnings attributable to noncontrolling interests — — (1,726 ) — (1,726 ) Net earnings attributable to Valmont Industries, Inc $ 23,559 $ 18,273 $ 26,386 $ (44,659 ) $ 23,559 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirty-nine weeks ended September 27, 2014 Parent Guarantors Non- Eliminations Total Net sales $ 1,069,059 $ 380,327 $ 1,072,560 $ (161,939 ) $ 2,360,007 Cost of sales 785,898 283,443 826,120 (162,413 ) 1,733,048 Gross profit 283,161 96,884 246,440 474 626,959 Selling, general and administrative expenses 146,514 37,806 151,212 — 335,532 Operating income 136,647 59,078 95,228 474 291,427 Other income (expense): Interest expense (23,427 ) — (1,790 ) — (25,217 ) Interest income 28 356 4,409 — 4,793 Costs associated with refinancing of debt (38,705 ) — — — (38,705 ) Other 1,625 (501 ) (7,377 ) — (6,253 ) (60,479 ) (145 ) (4,758 ) — (65,382 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 76,168 58,933 90,470 474 226,045 Income tax expense (benefit): Current 38,489 19,718 24,009 129 82,345 Deferred (6,601 ) 1,325 1,242 — (4,034 ) 31,888 21,043 25,251 129 78,311 Earnings before equity in earnings of nonconsolidated subsidiaries 44,280 37,890 65,219 345 147,734 Equity in earnings of nonconsolidated subsidiaries 99,235 17,469 — (116,738 ) (34 ) Net earnings 143,515 55,359 65,219 (116,393 ) 147,700 Less: Earnings attributable to noncontrolling interests — — (4,185 ) — (4,185 ) Net earnings attributable to Valmont Industries, Inc $ 143,515 $ 55,359 $ 61,034 $ (116,393 ) $ 143,515 |
Condensed Consolidated Statements of Comprehensive Income | CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended September 26, 2015 Parent Guarantors Non- Eliminations Total Net earnings $ 12,066 $ 14,106 $ (1,442 ) $ (11,181 ) $ 13,549 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (6,168 ) (47,350 ) — (53,518 ) Unrealized loss on cash flow hedge: Amortization cost included in interest expense 18 — — — 18 Realized (gain) loss included in net earnings during the period — — (439 ) — (439 ) Gain on cash flow hedges (33 ) — 143 — 110 Equity in other comprehensive income (51,484 ) — — 51,484 — Other comprehensive income (loss) (51,499 ) (6,168 ) (47,646 ) 51,484 (53,829 ) Comprehensive income (loss) (39,433 ) 7,938 (49,088 ) 40,303 (40,280 ) Comprehensive income attributable to noncontrolling interests — — 847 — 847 Comprehensive income (loss) attributable to Valmont Industries, Inc. $ (39,433 ) $ 7,938 $ (48,241 ) $ 40,303 $ (39,433 ) (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirty-nine weeks ended September 26, 2015 Parent Guarantors Non- Eliminations Total Net earnings $ 70,678 $ 32,630 $ 23,392 $ (52,205 ) $ 74,495 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (14,980 ) (78,388 ) — (93,368 ) Unrealized loss on cash flow hedge: Amortization cost included in interest expense 55 — — — 55 Realized loss included in net earnings during the period — — (439 ) — (439 ) Gain on cash flow hedges (242 ) — 1,397 — 1,155 Equity in other comprehensive income (88,387 ) — — 88,387 — Other comprehensive income (loss) (88,574 ) (14,980 ) (77,430 ) 88,387 (92,597 ) Comprehensive income (loss) (17,896 ) 17,650 (54,038 ) 36,182 (18,102 ) Comprehensive income attributable to noncontrolling interests — — 206 — 206 Comprehensive income (loss) attributable to Valmont Industries, Inc. $ (17,896 ) $ 17,650 $ (53,832 ) $ 36,182 $ (17,896 ) (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended September 27, 2014 Parent Guarantors Non- Eliminations Total Net earnings $ 23,559 $ 18,273 $ 28,112 $ (44,659 ) $ 25,285 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (53,168 ) (5,833 ) — (59,001 ) Unrealized loss on cash flow hedge: Amortization cost included in interest expense 100 — 283 — 383 Realized loss included in net earnings during the period 983 — — — 983 Gain on cash flow hedges 4,837 — — — 4,837 Actuarial gain (loss) in defined benefit pension plan liability — — 1,116 — 1,116 Equity in other comprehensive income (55,787 ) — — 55,787 — Other comprehensive income (loss) (49,867 ) (53,168 ) (4,434 ) 55,787 (51,682 ) Comprehensive income (loss) (26,308 ) (34,895 ) 23,678 11,128 (26,397 ) Comprehensive income attributable to noncontrolling interests — — 89 — 89 Comprehensive income (loss) attributable to Valmont Industries, Inc. $ (26,308 ) $ (34,895 ) $ 23,767 $ 11,128 $ (26,308 ) (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirty-nine weeks ended September 27, 2014 Parent Guarantors Non- Eliminations Total Net earnings $ 143,515 $ 55,359 $ 65,219 $ (116,393 ) $ 147,700 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (52,105 ) 18,610 — (33,495 ) Unrealized loss on cash flow hedge: Amortization cost included in interest expense 300 — 150 — 450 Realized loss included in net earnings during the period 983 — — — 983 Gain on cash flow hedges 4,837 — — — 4,837 Actuarial gain (loss) in defined benefit pension plan liability — — 269 — 269 Equity in other comprehensive income (30,506 ) — — 30,506 — Other comprehensive income (loss) (24,386 ) (52,105 ) 19,029 30,506 (26,956 ) Comprehensive income 119,129 3,254 84,248 (85,887 ) 120,744 Comprehensive income attributable to noncontrolling interests — — (1,615 ) — (1,615 ) Comprehensive income attributable to Valmont Industries, Inc. $ 119,129 $ 3,254 $ 82,633 $ (85,887 ) $ 119,129 |
Condensed Consolidated Balance Sheets | CONDENSED CONSOLIDATED BALANCE SHEETS September 26, 2015 Parent Guarantors Non- Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 21,227 $ 1,641 $ 289,983 $ — $ 312,851 Receivables, net 137,255 68,885 295,263 — 501,403 Inventories 144,751 46,820 179,894 (3,175 ) 368,290 Prepaid expenses 11,397 612 40,199 — 52,208 Refundable and deferred income taxes 30,001 6,262 8,473 — 44,736 Total current assets 344,631 124,220 813,812 (3,175 ) 1,279,488 Property, plant and equipment, at cost 544,933 127,761 410,517 — 1,083,211 Less accumulated depreciation and amortization 330,102 69,069 140,805 — 539,976 Net property, plant and equipment 214,831 58,692 269,712 — 543,235 Goodwill 20,108 107,542 235,033 — 362,683 Other intangible assets 252 40,031 134,874 — 175,157 Investment in subsidiaries and intercompany accounts 1,356,897 848,126 921,673 (3,126,696 ) — Other assets 47,404 16 81,718 — 129,138 Total assets $ 1,984,123 $ 1,178,627 $ 2,456,822 $ (3,129,871 ) $ 2,489,701 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ 215 $ — $ 884 $ — $ 1,099 Notes payable to banks — — 1,496 — 1,496 Accounts payable 64,931 14,213 107,437 — 186,581 Accrued employee compensation and benefits 30,576 5,151 34,522 — 70,249 Accrued expenses 44,031 6,145 54,603 — 104,779 Dividends payable 8,649 — — — 8,649 Total current liabilities 148,402 25,509 198,942 — 372,853 Deferred income taxes 8,220 27,994 29,986 — 66,200 Long-term debt, excluding current installments 759,033 — 5,790 — 764,823 Defined benefit pension liability — — 129,600 — 129,600 Deferred compensation 43,485 — 5,152 — 48,637 Other noncurrent liabilities 5,249 — 36,562 — 41,811 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 1,767,621 571,936 416,341 (988,277 ) 1,767,621 Accumulated other comprehensive income (loss) (223,007 ) (64,176 ) (167,812 ) 231,988 (223,007 ) Treasury stock (552,780 ) — — — (552,780 ) Total Valmont Industries, Inc. shareholders’ equity 1,019,734 1,125,124 2,004,747 (3,129,871 ) 1,019,734 Noncontrolling interest in consolidated subsidiaries — — 46,043 — 46,043 Total shareholders’ equity 1,019,734 1,125,124 2,050,790 (3,129,871 ) 1,065,777 Total liabilities and shareholders’ equity $ 1,984,123 $ 1,178,627 $ 2,456,822 $ (3,129,871 ) $ 2,489,701 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 27, 2014 Parent Guarantors Non- 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 | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirty-nine Weeks Ended September 26, 2015 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 70,678 $ 32,630 $ 23,392 $ (52,205 ) $ 74,495 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 22,373 9,372 39,114 — 70,859 Noncash loss on trading securities — — 5,020 — 5,020 Impairment of assets - restructuring activities 4,092 258 8,309 — 12,659 Impairment of Goodwill & Intangibles — — 15,200 — 15,200 Stock-based compensation 9,620 — (3,953 ) — 5,667 Defined benefit pension plan expense — — (460 ) — (460 ) Contribution to defined benefit pension plan — — (15,735 ) — (15,735 ) Gain on sale of property, plant and equipment 333 267 663 — 1,263 Equity in earnings in nonconsolidated subsidiaries (45,616 ) (6,435 ) — 52,051 — Deferred income taxes 11,728 (1,062 ) (5,449 ) — 5,217 Changes in assets and liabilities (net of acquisitions): Receivables 21,061 (471 ) (15,039 ) — 5,551 Inventories (16,893 ) 8,094 (16,648 ) — (25,447 ) Prepaid expenses 840 (110 ) 4,545 — 5,275 Accounts payable 5,038 (938 ) (3,268 ) — 832 Accrued expenses (5,758 ) (140 ) 13,266 — 7,368 Other noncurrent liabilities (2,716 ) — 3,603 — 887 Income taxes payable (refundable) 14,216 (14 ) (31 ) — 14,171 Net cash flows from operating activities 88,996 41,451 52,529 (154 ) 182,822 Cash flows from investing activities: Purchase of property, plant and equipment (9,547 ) (6,065 ) (18,835 ) — (34,447 ) Proceeds from sale of assets 1,508 36 1,712 — 3,256 Other, net 45,326 (35,859 ) (3,641 ) 154 5,980 Net cash flows from investing activities 37,287 (41,888 ) (20,764 ) 154 (25,211 ) Cash flows from financing activities: Net borrowings under short-term agreements — — (12,322 ) — (12,322 ) Proceeds from long-term borrowings 37,000 — — — 37,000 Principal payments on long-term borrowings (37,222 ) — (656 ) — (37,878 ) Dividends paid (26,708 ) — — — (26,708 ) Dividends to noncontrolling interest — — (2,323 ) — (2,323 ) Proceeds from exercises under stock plans 10,902 — — — 10,902 Excess tax benefits from stock option exercises 1,458 — — — 1,458 Purchase of treasury shares (148,220 ) — — — (148,220 ) Purchase of common treasury shares - stock plan exercises (12,135 ) — — — (12,135 ) Net cash flows from financing activities (174,925 ) — (15,301 ) — (190,226 ) Effect of exchange rate changes on cash and cash equivalents — (79 ) (26,034 ) — (26,113 ) Net change in cash and cash equivalents (48,642 ) (516 ) (9,570 ) — (58,728 ) Cash and cash equivalents—beginning of year 69,869 2,157 299,553 — 371,579 Cash and cash equivalents—end of period $ 21,227 $ 1,641 $ 289,983 $ — $ 312,851 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirty-nine Weeks Ended September 27, 2014 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 143,515 $ 55,359 $ 65,219 $ (116,393 ) $ 147,700 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 17,094 9,804 37,562 — 64,460 Loss on investment — — 4,859 — 4,859 Non-cash debt refinancing costs (2,478 ) — — — (2,478 ) Stock-based compensation 5,444 — — — 5,444 Change in fair value of contingent consideration — — 4,300 — 4,300 Defined benefit pension plan expense — — 2,003 — 2,003 Contribution to defined benefit pension plan — — (18,245 ) — (18,245 ) Gain on sale of property, plant and equipment 37 (30 ) 51 — 58 Equity in earnings in nonconsolidated subsidiaries (99,235 ) (17,469 ) — 116,738 34 Deferred income taxes (6,601 ) 1,325 1,242 — (4,034 ) Changes in assets and liabilities (net of acquisitions): Receivables (18,901 ) 29,838 (30,888 ) — (19,951 ) Inventories 2,914 5,036 (12,102 ) — (4,152 ) Prepaid expenses (2,213 ) 173 (17,142 ) — (19,182 ) Accounts payable (2,788 ) (3,643 ) (14,651 ) — (21,082 ) Accrued expenses (18,654 ) (9,296 ) 24 — (27,926 ) Other noncurrent liabilities 2,061 — (8,470 ) — (6,409 ) Income taxes payable (refundable) (16,149 ) (225 ) (6,328 ) — (22,702 ) Net cash flows from operating activities 4,046 70,872 7,434 345 82,697 Cash flows from investing activities: Purchase of property, plant and equipment (35,925 ) (1,972 ) (25,515 ) — (63,412 ) Proceeds from sale of assets 8 127 1,972 — 2,107 Acquisitions, net of cash acquired — — (137,438 ) — (137,438 ) Other, net 36,954 (53,129 ) 19,512 (345 ) 2,992 Net cash flows from investing activities 1,037 (54,974 ) (141,469 ) (345 ) (195,751 ) Cash flows from financing activities: Net borrowings under short-term agreements — — (1,065 ) — (1,065 ) Proceeds from long-term borrowings 652,540 — — — 652,540 Principal payments on long-term borrowings (356,994 ) — (65 ) — (357,059 ) Settlement of financial derivative 4,837 — — — 4,837 Dividends paid (23,357 ) — — — (23,357 ) Intercompany dividends 116,995 (44,000 ) (72,995 ) — — Dividends to noncontrolling interest — — (1,340 ) — (1,340 ) Debt issuance costs (5,464 ) — — — (5,464 ) Intercompany capital contribution (143,000 ) — 143,000 — — Proceeds from exercises under stock plans 12,824 — — — 12,824 Excess tax benefits from stock option exercises 3,916 — — — 3,916 Purchase of treasury shares (316,296 ) — — — (316,296 ) Purchase of common treasury shares - stock plan exercises (12,739 ) — — — (12,739 ) Net cash flows from financing activities (66,738 ) (44,000 ) 67,535 — (43,203 ) Effect of exchange rate changes on cash and cash equivalents — (36 ) (5,195 ) — (5,231 ) Net change in cash and cash equivalents (61,655 ) (28,138 ) (71,695 ) — (161,488 ) Cash and cash equivalents—beginning of year 215,576 29,797 368,333 — 613,706 Cash and cash equivalents—end of period $ 153,921 $ 1,659 $ 296,638 $ — $ 452,218 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 27, 2014 |
Accounting Policies [Abstract] | ||
Inventory valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market (as a percent) | 38.00% | 44.00% |
Excess of replacement cost of inventories over the LIFO value | $ 37,068 | $ 47,178 |
Inventory, Net [Abstract] | ||
Raw materials and purchased parts | 181,618 | 179,093 |
Work-in-process | 28,934 | 27,835 |
Finished goods and manufactured goods | 194,806 | 199,772 |
Subtotal | 405,358 | 406,700 |
Less: LIFO reserve | 37,068 | 47,178 |
Net inventory | $ 368,290 | $ 359,522 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Accounting Policies [Abstract] | ||||
United States | $ 26,343 | $ 4,844 | $ 92,625 | $ 141,635 |
Foreign | (776) | 34,671 | 24,743 | 84,410 |
Earnings before income taxes | $ 25,567 | $ 39,515 | $ 117,368 | $ 226,045 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Pension Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Net periodic (benefit) expense: | ||||
Interest cost | $ 6,186 | $ 7,274 | $ 18,486 | $ 21,783 |
Expected return on plan assets | (6,341) | (6,605) | (18,946) | (19,780) |
Net periodic (benefit) expense | $ (155) | $ 669 | $ (460) | $ 2,003 |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock Plans (Details) - Stock Option Plans - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares of common stock available for issuance (in shares) | 1,223,563 | 1,223,563 | ||
Compensation expense | $ 1,283 | $ 1,242 | $ 3,936 | $ 3,767 |
Income tax benefits | $ 494 | $ 478 | $ 1,515 | $ 1,450 |
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 | 6 years | |||
Expiration period of grant | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 28, 2015 | Sep. 26, 2015 | Dec. 27, 2014 | |
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 | $ 42,375 | $ 45,473 | |
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 | 42,375 | 45,473 | |
Delta EMD Pty. Ltd | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Special dividend | $ 5,010 | ||
Fair value of remaining ownership | 4,370 | 9,034 | |
Valmont Deferred Compensation Plan | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Assets recorded for the investments held | $ 38,005 | $ 36,439 |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Comprehensive Income (Details) $ in Thousands | 9 Months Ended |
Sep. 26, 2015USD ($) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | $ (134,433) |
Balance at the end of the period | (223,007) |
Foreign Currency Translation Adjustments | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | (99,618) |
Current-period comprehensive income (loss) | (89,345) |
Balance at the end of the period | (188,963) |
Unrealized Gain on Cash Flow Hedge | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | 3,879 |
Current-period comprehensive income (loss) | 771 |
Balance at the end of the period | 4,650 |
Defined Benefit Pension Plan | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | (38,694) |
Current-period comprehensive income (loss) | 0 |
Balance at the end of the period | (38,694) |
Accumulated Other Comprehensive Income | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | (134,433) |
Current-period comprehensive income (loss) | (88,574) |
Balance at the end of the period | $ (223,007) |
SUMMARY OF SIGNIFICANT ACCOUN32
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Subsequent Events (Details) - Subsequent Event - American Galvanizing $ in Millions | Sep. 30, 2015USD ($) |
Subsequent Event [Line Items] | |
Outstanding shares purchased (as a percent) | 100.00% |
Cash paid for outstanding shares, net of assumed liabilities | $ 13.2 |
Coatings Segment | |
Subsequent Event [Line Items] | |
Annual sales | $ 8.5 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) | Oct. 06, 2014USD ($)facility | Aug. 25, 2014USD ($) | Mar. 03, 2014USD ($)facility |
Valmont SM | |||
Acquisitions | |||
Ownership percentage acquired | 90.00% | ||
Annual sales | |||
Number of manufacturing locations operated | facility | 2 | ||
Cash acquired | $ 56,000 | ||
Cash paid to acquire business | 120,483,000 | ||
Fair value of contingent consideration | $ 0 | ||
Shakespeare | |||
Acquisitions | |||
Annual sales | $ 55,000,000 | ||
Number of manufacturing locations operated | facility | 2 | ||
Cash paid to acquire business | $ 48,272,000 | ||
Agsense Llc | |||
Acquisitions | |||
Ownership percentage acquired | 51.00% | ||
Cash paid to acquire business | $ 17,000,000 |
ACQUISITIONS - Fair Value of As
ACQUISITIONS - Fair Value of Assets Acquired and Liabilities Assumed Table (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 27, 2014 | Mar. 03, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 362,683 | $ 385,111 | |
Valmont SM | |||
Business Acquisition [Line Items] | |||
Current assets | $ 73,421 | ||
Property, plant and equipment | 85,638 | ||
Intangible assets | 30,340 | ||
Goodwill | 16,803 | ||
Total fair value of assets acquired | 206,202 | ||
Current liabilities | 47,754 | ||
Deferred income taxes | 19,715 | ||
Intercompany note payable | 37,448 | ||
Long-term debt | 8,941 | ||
Total fair value of liabilities assumed | 113,858 | ||
Non-controlling interests | 9,309 | ||
Net assets acquired | $ 83,035 |
ACQUISITIONS - Major Classes of
ACQUISITIONS - Major Classes of Valmont SM's Acquired Intangible Assets Table (Details) - Valmont SM $ in Thousands | Mar. 03, 2014USD ($) |
Major classes of acquired intangible assets and weighted-average amortization periods | |
Amount | $ 30,340 |
Backlog | |
Major classes of acquired intangible assets and weighted-average amortization periods | |
Amount | $ 3,145 |
Weighted Average Amortization Period (Years) | 1 year 6 months |
Customer Relationships | |
Major classes of acquired intangible assets and weighted-average amortization periods | |
Amount | $ 15,725 |
Weighted Average Amortization Period (Years) | 12 years |
Trade Names | |
Major classes of acquired intangible assets and weighted-average amortization periods | |
Amount | $ 11,470 |
ACQUISITIONS - Major Classes 36
ACQUISITIONS - Major Classes of Valmont SM's Acquired Intangible Assets Narrative (Details) - Shakespeare Composite Structures $ in Thousands | Oct. 06, 2014USD ($)facility |
Business Acquisition [Line Items] | |
Cash paid to acquire business | $ 48,272 |
Number of manufacturing locations operated | facility | 2 |
Annual sales | $ 55,000 |
ACQUISITIONS - Preliminary Fair
ACQUISITIONS - Preliminary Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 27, 2014 | Oct. 06, 2014 |
Business Acquisition [Line Items] | |||
Goodwill | $ 362,683 | $ 385,111 | |
Shakespeare | |||
Business Acquisition [Line Items] | |||
Current assets | $ 12,532 | ||
Property, plant and equipment | 10,694 | ||
Intangible assets | 13,500 | ||
Goodwill | 15,416 | ||
Total fair value of assets acquired | 52,142 | ||
Current liabilities | 3,870 | ||
Net assets acquired | $ 48,272 |
ACQUISITIONS - Major Classes 38
ACQUISITIONS - Major Classes of Shakespeare Acquired Intangible Assets Table (Details) - Shakespeare Composite Structures $ in Thousands | Oct. 06, 2014USD ($) |
ScheduleOfAcquiredFiniteAndIndefiniteLivedIntangibleAssetsByMajorClassTable [Line Items] | |
Amount | $ 13,500 |
Customer Relationships | |
ScheduleOfAcquiredFiniteAndIndefiniteLivedIntangibleAssetsByMajorClassTable [Line Items] | |
Amount | $ 9,500 |
Weighted Average Amortization Period (Years) | 12 years |
Trade Names | |
ScheduleOfAcquiredFiniteAndIndefiniteLivedIntangibleAssetsByMajorClassTable [Line Items] | |
Amount | $ 4,000 |
ACQUISITIONS - Major Classes 39
ACQUISITIONS - Major Classes of Acquired Intangible Assets Narrative (Details) - USD ($) $ in Thousands | Aug. 25, 2014 | Sep. 26, 2015 | Sep. 26, 2015 | Dec. 27, 2014 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 362,683 | $ 362,683 | $ 385,111 | |
Agsense Llc | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage acquired | 51.00% | |||
Cash paid to acquire business | $ 17,000 | |||
Goodwill | 17,193 | |||
Customer relationships, trade name and other intangible assets | $ 16,083 | |||
Series of Individually Immaterial Business Acquisitions | ||||
Business Acquisition [Line Items] | ||||
Net sales | 45,201 | 131,396 | ||
Net earnings | $ 2,333 | $ 7,266 |
ACQUISITIONS - Pro Forma Effect
ACQUISITIONS - Pro Forma Effect (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 27, 2014 | Sep. 27, 2014 | |
Business Combinations [Abstract] | ||
Net sales | $ 780,478 | $ 2,438,811 |
Net earnings | $ 24,002 | $ 147,443 |
Earnings per share—diluted (in dollars per share) | $ 0.94 | $ 5.58 |
RESTRUCTURING ACTIVITIES - Narr
RESTRUCTURING ACTIVITIES - Narrative (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Apr. 30, 2015 |
Broad Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost remaining | $ 31,208 | |
Additional Potential Restructuring Activities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost remaining | 13,250 | |
Maximum | Broad Restructuring Plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost remaining | $ 60,000 | |
Maximum | Other cash restructuring expenses | Additional Potential Restructuring Activities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost remaining | 5,000 | |
Maximum | Asset impairments/net loss on disposals | Additional Potential Restructuring Activities | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and related cost, expected cost remaining | $ 8,000 |
RESTRUCTURING ACTIVITIES - Pre-
RESTRUCTURING ACTIVITIES - Pre-tax Restructuring Expenses To Be Recognized (Details) - Broad Restructuring Plan $ in Thousands | Sep. 26, 2015USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | $ 31,208 |
Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 18,082 |
Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 13,126 |
Severance | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 6,237 |
Severance | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 6,618 |
Other cash restructuring expenses | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 3,785 |
Other cash restructuring expenses | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 598 |
Asset impairments/net loss on disposals | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 8,060 |
Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 5,910 |
EIP | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 14,450 |
EIP | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 8,035 |
EIP | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 6,415 |
EIP | Severance | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 3,850 |
EIP | Severance | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 4,335 |
EIP | Other cash restructuring expenses | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1,612 |
EIP | Other cash restructuring expenses | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0 |
EIP | Asset impairments/net loss on disposals | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 2,573 |
EIP | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 2,080 |
Utility | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 5,053 |
Utility | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 4,321 |
Utility | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 732 |
Utility | Severance | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1,638 |
Utility | Severance | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 404 |
Utility | Other cash restructuring expenses | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1,895 |
Utility | Other cash restructuring expenses | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 328 |
Utility | Asset impairments/net loss on disposals | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 788 |
Utility | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0 |
Coatings | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 5,576 |
Coatings | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 5,306 |
Coatings | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 270 |
Coatings | Severance | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 429 |
Coatings | Severance | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0 |
Coatings | Other cash restructuring expenses | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 178 |
Coatings | Other cash restructuring expenses | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 270 |
Coatings | Asset impairments/net loss on disposals | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 4,699 |
Coatings | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0 |
Irrigation | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1,104 |
Irrigation | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 345 |
Irrigation | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 759 |
Irrigation | Severance | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 245 |
Irrigation | Severance | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 629 |
Irrigation | Other cash restructuring expenses | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 100 |
Irrigation | Other cash restructuring expenses | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0 |
Irrigation | Asset impairments/net loss on disposals | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0 |
Irrigation | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 130 |
Other/ Corporate | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 5,025 |
Other/ Corporate | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 75 |
Other/ Corporate | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 4,950 |
Other/ Corporate | Severance | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 75 |
Other/ Corporate | Severance | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1,250 |
Other/ Corporate | Other cash restructuring expenses | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0 |
Other/ Corporate | Other cash restructuring expenses | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0 |
Other/ Corporate | Asset impairments/net loss on disposals | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 0 |
Other/ Corporate | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | $ 3,700 |
RESTRUCTURING ACTIVITIES - Segm
RESTRUCTURING ACTIVITIES - Segments Affected by Additional Potential Restructuring Activities (Details) - Additional Potential Restructuring Activities $ in Thousands | Sep. 26, 2015USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | $ 13,250 |
Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 7,500 |
Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 5,750 |
Severance | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 2,250 |
Severance | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1,650 |
Other cash restructuring expenses | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 950 |
Asset impairments/net loss on disposals | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 4,300 |
Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 4,100 |
EIP | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 7,600 |
EIP | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 6,500 |
EIP | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1,100 |
EIP | Severance | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 2,000 |
EIP | Severance | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 500 |
EIP | Other cash restructuring expenses | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 700 |
EIP | Asset impairments/net loss on disposals | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 3,800 |
EIP | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 600 |
Other/ Corporate | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 5,650 |
Other/ Corporate | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1,000 |
Other/ Corporate | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 4,650 |
Other/ Corporate | Severance | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 250 |
Other/ Corporate | Severance | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 1,150 |
Other/ Corporate | Other cash restructuring expenses | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 250 |
Other/ Corporate | Asset impairments/net loss on disposals | Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | 500 |
Other/ Corporate | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and related cost, expected cost remaining | $ 3,500 |
RESTRUCTURING ACTIVITIES - Pr44
RESTRUCTURING ACTIVITIES - Pre-tax Restructuring Expenses Recognized (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 26, 2015 | Sep. 26, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 8,800 | $ 23,844 |
Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,810 | 13,270 |
Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 3,990 | 10,574 |
Severance | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 2,143 | 5,129 |
Severance | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,937 | 4,151 |
Other cash restructuring expenses | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,166 | 1,397 |
Other cash restructuring expenses | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 238 | 508 |
Asset impairments/net loss on disposals | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,501 | 6,744 |
Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,815 | 5,915 |
EIP | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,568 | 9,835 |
EIP | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 3,083 | 4,920 |
EIP | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,485 | 4,915 |
EIP | Severance | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,819 | 2,814 |
EIP | Severance | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,485 | 2,835 |
EIP | Other cash restructuring expenses | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 354 | 399 |
EIP | Other cash restructuring expenses | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
EIP | Asset impairments/net loss on disposals | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 910 | 1,707 |
EIP | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 2,080 |
Utility | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,159 | 3,614 |
Utility | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 921 | 2,971 |
Utility | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 238 | 643 |
Utility | Severance | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 204 | 1,813 |
Utility | Severance | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 405 |
Utility | Other cash restructuring expenses | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 674 | 820 |
Utility | Other cash restructuring expenses | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 238 | 238 |
Utility | Asset impairments/net loss on disposals | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 43 | 338 |
Utility | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Coatings | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 806 | 5,576 |
Coatings | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 806 | 5,306 |
Coatings | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 270 |
Coatings | Severance | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 120 | 429 |
Coatings | Severance | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Coatings | Other cash restructuring expenses | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 138 | 178 |
Coatings | Other cash restructuring expenses | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 270 |
Coatings | Asset impairments/net loss on disposals | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 548 | 4,699 |
Coatings | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Irrigation | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 52 | 401 |
Irrigation | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Irrigation | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 52 | 401 |
Irrigation | Severance | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Irrigation | Severance | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 52 | 271 |
Irrigation | Other cash restructuring expenses | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Irrigation | Other cash restructuring expenses | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Irrigation | Asset impairments/net loss on disposals | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Irrigation | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 130 |
Other/ Corporate | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 2,215 | 4,418 |
Other/ Corporate | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 73 |
Other/ Corporate | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 2,215 | 4,345 |
Other/ Corporate | Severance | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 73 |
Other/ Corporate | Severance | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 400 | 640 |
Other/ Corporate | Other cash restructuring expenses | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Other/ Corporate | Other cash restructuring expenses | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Other/ Corporate | Asset impairments/net loss on disposals | Cost of Sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 0 |
Other/ Corporate | Asset impairments/net loss on disposals | Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 1,815 | $ 3,705 |
RESTRUCTURING ACTIVITIES - Liab
RESTRUCTURING ACTIVITIES - Liabilities Recorded For The Restructuring Plan (Details) $ in Thousands | 9 Months Ended |
Sep. 26, 2015USD ($) | |
Restructuring Cost and Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Recognized Restructuring Expense | 11,184 |
Costs Paid or Otherwise Settled | (7,165) |
Ending balance | 4,019 |
Severance | |
Restructuring Cost and Reserve [Roll Forward] | |
Beginning balance | 0 |
Recognized Restructuring Expense | 9,280 |
Costs Paid or Otherwise Settled | (5,501) |
Ending balance | 3,779 |
Other cash restructuring expenses | |
Restructuring Cost and Reserve [Roll Forward] | |
Beginning balance | 0 |
Recognized Restructuring Expense | 1,904 |
Costs Paid or Otherwise Settled | (1,664) |
Ending balance | $ 240 |
GOODWILL AND INTANGIBLE ASSET46
GOODWILL AND INTANGIBLE ASSETS - Amortized Intangible Assets - (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | Dec. 27, 2014 | |
Components of amortized intangible assets | |||||
Gross Carrying Amount | $ 222,225 | $ 222,225 | $ 228,027 | ||
Accumulated Amortization | 114,427 | 114,427 | 103,050 | ||
Amortization expense for intangible assets | 4,507 | $ 4,702 | 14,157 | $ 13,439 | |
Estimated amortization expense | |||||
2,015 | 18,154 | 18,154 | |||
2,016 | 15,944 | 15,944 | |||
2,017 | 15,898 | 15,898 | |||
2,018 | 14,261 | 14,261 | |||
2,019 | 13,434 | 13,434 | |||
Customer Relationships | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 202,199 | 202,199 | 207,509 | ||
Accumulated Amortization | 98,523 | $ 98,523 | $ 88,538 | ||
Weighted Average Life | 13 years | 13 years | |||
Proprietary Software & Database | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 3,534 | $ 3,534 | $ 3,769 | ||
Accumulated Amortization | 2,929 | $ 2,929 | $ 2,977 | ||
Weighted Average Life | 8 years | 8 years | |||
Patents & Proprietary Technology | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 12,659 | $ 12,659 | $ 12,394 | ||
Accumulated Amortization | 9,211 | $ 9,211 | $ 8,537 | ||
Weighted Average Life | 8 years | 8 years | |||
Other | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 3,833 | $ 3,833 | $ 4,355 | ||
Accumulated Amortization | $ 3,764 | $ 3,764 | $ 2,998 | ||
Weighted Average Life | 3 years | 3 years |
GOODWILL AND INTANGIBLE ASSET47
GOODWILL AND INTANGIBLE ASSETS - Carrying Values of Trade Names - (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 27, 2014 |
Webforge | ||
Non-amortized intangible assets | ||
Carrying value of trade names | $ 11,477 | $ 16,801 |
Valmont SM | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 9,284 | 10,818 |
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 | 8,668 | 8,867 |
Donhad | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 6,539 | 6,689 |
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 | 2,713 | 3,889 |
Other | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 13,567 | 14,852 |
Trade Names | ||
Non-amortized intangible assets | ||
Carrying value of trade names | $ 67,359 | $ 77,027 |
GOODWILL AND INTANGIBLE ASSET48
GOODWILL AND INTANGIBLE ASSETS - Impairment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 26, 2015 | Sep. 26, 2015 | |
EIP | Webforge | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment | $ 5,000 | |
Coatings Segment | Industrial Galvanizers | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Impairment | $ 1,100 |
GOODWILL AND INTANGIBLE ASSET49
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 26, 2015 | Jun. 27, 2015 | Sep. 26, 2015 | |
Carrying amount of goodwill | |||
Balance at the beginning of the period | $ 385,111 | ||
Impairment | (9,100) | ||
Foreign currency translation | (11,591) | ||
Divestiture of business | (1,737) | ||
Balance at the end of the period | $ 362,683 | 362,683 | |
Engineered Infrastructure Products Segment | |||
Carrying amount of goodwill | |||
Balance at the beginning of the period | 197,074 | ||
Impairment | 0 | ||
Foreign currency translation | (8,840) | ||
Divestiture of business | $ (1,737) | (1,737) | |
Balance at the end of the period | 186,497 | 186,497 | |
Utility Support Structures Segment | |||
Carrying amount of goodwill | |||
Balance at the beginning of the period | 75,404 | ||
Impairment | 0 | ||
Foreign currency translation | 0 | ||
Divestiture of business | 0 | ||
Balance at the end of the period | 75,404 | 75,404 | |
Coatings Segment | |||
Carrying amount of goodwill | |||
Balance at the beginning of the period | 74,862 | ||
Impairment | (9,100) | (9,100) | |
Foreign currency translation | (2,145) | ||
Divestiture of business | 0 | ||
Balance at the end of the period | 63,617 | 63,617 | |
Irrigation Segment | |||
Carrying amount of goodwill | |||
Balance at the beginning of the period | 19,536 | ||
Impairment | 0 | ||
Foreign currency translation | (196) | ||
Divestiture of business | 0 | ||
Balance at the end of the period | 19,340 | 19,340 | |
Other | |||
Carrying amount of goodwill | |||
Balance at the beginning of the period | 18,235 | ||
Impairment | 0 | ||
Foreign currency translation | (410) | ||
Divestiture of business | 0 | ||
Balance at the end of the period | 17,825 | 17,825 | |
Access Systems | |||
Carrying amount of goodwill | |||
Balance at the end of the period | $ 70,000 | $ 70,000 |
CASH FLOW SUPPLEMENTARY INFOR50
CASH FLOW SUPPLEMENTARY INFORMATION (Details) - USD ($) | May. 13, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | 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 | 3,947,920 | 3,947,920 | |||
Value of shares acquired under share repurchase program | $ 148,220,000 | $ 316,296,000 | $ 543,300,000 | ||
Supplemental Cash Flow Information [Abstract] | |||||
Interest | 23,447,000 | 23,199,000 | |||
Income taxes | $ 21,517,000 | $ 94,493,000 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Basic EPS | ||||
Net earnings attributable to Valmont Industries, Inc. | $ 12,066,000 | $ 23,559,000 | $ 70,678,000 | $ 143,515,000 |
Shares outstanding basic (in shares) | 23,057,000 | 25,287,000 | 23,420,000 | 26,208,000 |
Per share amount basic (in dollars per share) | $ 0.52 | $ 0.93 | $ 3.02 | $ 5.48 |
Dilutive Effect of Stock Options | ||||
Dilutive Effect of Stock Options | $ 0 | $ 0 | $ 0 | $ 0 |
Dilutive effect of stock options number of shares (in shares) | 113,000 | 226,000 | 114,000 | 231,000 |
Dilutive effect of stock options (in dollars per share) | $ 0 | $ (0.01) | $ (0.02) | $ (0.05) |
Diluted EPS | ||||
Diluted EPS | $ 12,066,000 | $ 23,559,000 | $ 70,678,000 | $ 143,515,000 |
Shares outstanding dilutive (in shares) | 23,170,000 | 25,513,000 | 23,534,000 | 26,439,000 |
Per share amount diluted (in dollars per share) | $ 0.52 | $ 0.92 | $ 3 | $ 5.43 |
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) | 433,401 | 273,170 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015USD ($) | Sep. 27, 2014USD ($) | Sep. 26, 2015USD ($)segment | Sep. 27, 2014USD ($) | |
Business Segments | ||||
Number of reportable segments | segment | 4 | |||
Maximum percentage of sales of other businesses and activities to consolidated sales as basis for aggregation | 10.00% | |||
Net sales | $ 632,575 | $ 765,668 | $ 1,985,096 | $ 2,360,007 |
Operating income | 37,012 | 87,803 | 148,695 | 291,427 |
Operating Segment | ||||
Business Segments | ||||
Sales | 655,243 | 797,945 | 2,056,988 | 2,478,882 |
Net sales | 632,575 | 765,668 | 1,985,096 | 2,360,007 |
Operating income | 37,012 | 87,803 | 148,695 | 291,427 |
Operating Segment | Engineered Infrastructure Products Segment | ||||
Business Segments | ||||
Sales | 259,869 | 294,899 | 759,331 | 827,713 |
Net sales | 252,938 | 284,203 | 741,274 | 779,286 |
Operating income | 14,154 | 33,200 | 43,560 | 75,534 |
Operating Segment | Engineered Infrastructure Products Segment | Lighting, Traffic, and Roadway Products | ||||
Business Segments | ||||
Sales | 147,425 | 158,977 | 447,380 | 462,707 |
Operating Segment | Engineered Infrastructure Products Segment | Communication Products | ||||
Business Segments | ||||
Sales | 51,940 | 45,952 | 130,431 | 119,456 |
Operating Segment | Engineered Infrastructure Products Segment | Offshore Structures | ||||
Business Segments | ||||
Sales | 26,813 | 41,284 | 74,796 | 105,805 |
Operating Segment | Engineered Infrastructure Products Segment | Access Systems | ||||
Business Segments | ||||
Sales | 33,691 | 48,686 | 106,724 | 139,745 |
Operating Segment | Utility Support Structures Segment | ||||
Business Segments | ||||
Sales | 164,684 | 181,185 | 503,954 | 608,942 |
Net sales | 164,397 | 180,559 | 503,105 | 606,796 |
Operating income | 14,505 | 16,975 | 40,261 | 76,107 |
Operating Segment | Utility Support Structures Segment | Steel | ||||
Business Segments | ||||
Sales | 135,997 | 156,112 | 433,695 | 527,123 |
Operating Segment | Utility Support Structures Segment | Concrete | ||||
Business Segments | ||||
Sales | 28,687 | 25,073 | 70,259 | 81,819 |
Operating Segment | Coatings Segment | ||||
Business Segments | ||||
Sales | 76,200 | 86,735 | 226,654 | 254,063 |
Net sales | 64,772 | 73,569 | 190,501 | 211,174 |
Operating income | 3,145 | 17,554 | 22,006 | 47,260 |
Operating Segment | Irrigation Segment | ||||
Business Segments | ||||
Sales | 112,205 | 174,288 | 420,502 | 606,938 |
Net sales | 112,199 | 174,287 | 420,484 | 606,924 |
Operating income | 10,539 | 26,888 | 60,655 | 111,507 |
Operating Segment | Other | ||||
Business Segments | ||||
Sales | 42,285 | 60,838 | 146,547 | 181,226 |
Net sales | 38,269 | 53,050 | 129,732 | 155,827 |
Operating income | 3,886 | 6,211 | 16,757 | 23,104 |
Operating Segment | Corporate | ||||
Business Segments | ||||
Operating income | (9,217) | (13,025) | (34,544) | (42,085) |
Intersegment | ||||
Business Segments | ||||
Sales | 22,668 | 32,277 | 71,892 | 118,875 |
Intersegment | Engineered Infrastructure Products Segment | ||||
Business Segments | ||||
Sales | 6,931 | 10,696 | 18,057 | 48,427 |
Intersegment | Utility Support Structures Segment | ||||
Business Segments | ||||
Sales | 287 | 626 | 849 | 2,146 |
Intersegment | Coatings Segment | ||||
Business Segments | ||||
Sales | 11,428 | 13,166 | 36,153 | 42,889 |
Intersegment | Irrigation Segment | ||||
Business Segments | ||||
Sales | 6 | 1 | 18 | 14 |
Intersegment | Other | ||||
Business Segments | ||||
Sales | $ 4,016 | $ 7,788 | $ 16,815 | $ 25,399 |
GUARANTOR_NON-GUARANTOR FINAN53
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Statements of Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | ||||
Parent company's percentage ownership of Guarantors | 100.00% | 100.00% | ||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net sales | $ 632,575 | $ 765,668 | $ 1,985,096 | $ 2,360,007 |
Cost of sales | 475,824 | 566,168 | 1,493,343 | 1,733,048 |
Gross profit | 156,751 | 199,500 | 491,753 | 626,959 |
Selling, general and administrative expenses | 104,539 | 111,697 | 327,858 | 335,532 |
Impairment of goodwill and intangible assets | 15,200 | 0 | 15,200 | 0 |
Operating income | 37,012 | 87,803 | 148,695 | 291,427 |
Other income (expense): | ||||
Interest expense | (11,120) | (8,716) | (33,480) | (25,217) |
Interest income | 905 | 1,477 | 2,395 | 4,793 |
Costs associated with refinancing of debt | 0 | (38,705) | 0 | (38,705) |
Other | (1,230) | (2,344) | (242) | (6,253) |
Total other income (expenses) | (11,445) | (48,288) | (31,327) | (65,382) |
Earnings before income taxes | 25,567 | 39,515 | 117,368 | 226,045 |
Income tax expense (benefit): | ||||
Current | 6,746 | 23,290 | 37,656 | 82,345 |
Deferred income taxes | 5,272 | (9,064) | 5,217 | (4,034) |
Total income tax expense (benefit) | 12,018 | 14,226 | 42,873 | 78,311 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 13,549 | 25,289 | 74,495 | 147,734 |
Equity in earnings of nonconsolidated subsidiaries | 0 | (4) | 0 | (34) |
Net earnings | 13,549 | 25,285 | 74,495 | 147,700 |
Less: Earnings attributable to noncontrolling interests | (1,483) | (1,726) | (3,817) | (4,185) |
Net earnings attributable to Valmont Industries, Inc. | 12,066 | 23,559 | 70,678 | 143,515 |
Parent | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net sales | 249,121 | 313,775 | 889,408 | 1,069,059 |
Cost of sales | 191,143 | 234,085 | 673,789 | 785,898 |
Gross profit | 57,978 | 79,690 | 215,619 | 283,161 |
Selling, general and administrative expenses | 44,432 | 48,560 | 143,387 | 146,514 |
Impairment of goodwill and intangible assets | 0 | 0 | ||
Operating income | 13,546 | 31,130 | 72,232 | 136,647 |
Other income (expense): | ||||
Interest expense | (10,822) | (8,061) | (32,548) | (23,427) |
Interest income | (9) | 2 | 4 | 28 |
Costs associated with refinancing of debt | (38,705) | (38,705) | ||
Other | (2,123) | (196) | (3,020) | 1,625 |
Total other income (expenses) | (12,954) | (46,960) | (35,564) | (60,479) |
Earnings before income taxes | 592 | (15,830) | 36,668 | 76,168 |
Income tax expense (benefit): | ||||
Current | (9,059) | 9,296 | (122) | 38,489 |
Deferred income taxes | 7,909 | (12,430) | 11,728 | (6,601) |
Total income tax expense (benefit) | (1,150) | (3,134) | 11,606 | 31,888 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 1,742 | (12,696) | 25,062 | 44,280 |
Equity in earnings of nonconsolidated subsidiaries | 10,324 | 36,255 | 45,616 | 99,235 |
Net earnings | 12,066 | 23,559 | 70,678 | 143,515 |
Less: Earnings attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings attributable to Valmont Industries, Inc. | 12,066 | 23,559 | 70,678 | 143,515 |
Guarantors | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net sales | 114,766 | 120,016 | 312,804 | 380,327 |
Cost of sales | 82,848 | 92,091 | 235,893 | 283,443 |
Gross profit | 31,918 | 27,925 | 76,911 | 96,884 |
Selling, general and administrative expenses | 11,154 | 12,145 | 33,542 | 37,806 |
Impairment of goodwill and intangible assets | 0 | 0 | ||
Operating income | 20,764 | 15,780 | 43,369 | 59,078 |
Other income (expense): | ||||
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 2 | 60 | 6 | 356 |
Costs associated with refinancing of debt | 0 | 0 | ||
Other | 31 | (149) | 31 | (501) |
Total other income (expenses) | 33 | (89) | 37 | (145) |
Earnings before income taxes | 20,797 | 15,691 | 43,406 | 58,933 |
Income tax expense (benefit): | ||||
Current | 8,423 | 6,206 | 18,273 | 19,718 |
Deferred income taxes | (478) | (342) | (1,062) | 1,325 |
Total income tax expense (benefit) | 7,945 | 5,864 | 17,211 | 21,043 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 12,852 | 9,827 | 26,195 | 37,890 |
Equity in earnings of nonconsolidated subsidiaries | 1,254 | 8,446 | 6,435 | 17,469 |
Net earnings | 14,106 | 18,273 | 32,630 | 55,359 |
Less: Earnings attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings attributable to Valmont Industries, Inc. | 14,106 | 18,273 | 32,630 | 55,359 |
Non- Guarantors | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net sales | 321,726 | 384,564 | 946,517 | 1,072,560 |
Cost of sales | 255,424 | 292,722 | 747,075 | 826,120 |
Gross profit | 66,302 | 91,842 | 199,442 | 246,440 |
Selling, general and administrative expenses | 48,953 | 50,992 | 150,929 | 151,212 |
Impairment of goodwill and intangible assets | 15,200 | 15,200 | ||
Operating income | 2,149 | 40,850 | 33,313 | 95,228 |
Other income (expense): | ||||
Interest expense | (298) | (655) | (932) | (1,790) |
Interest income | 912 | 1,415 | 2,385 | 4,409 |
Costs associated with refinancing of debt | 0 | 0 | ||
Other | 862 | (1,999) | 2,747 | (7,377) |
Total other income (expenses) | 1,476 | (1,239) | 4,200 | (4,758) |
Earnings before income taxes | 3,625 | 39,611 | 37,513 | 90,470 |
Income tax expense (benefit): | ||||
Current | 7,226 | 7,791 | 19,570 | 24,009 |
Deferred income taxes | (2,159) | 3,708 | (5,449) | 1,242 |
Total income tax expense (benefit) | 5,067 | 11,499 | 14,121 | 25,251 |
Earnings before equity in earnings of nonconsolidated subsidiaries | (1,442) | 28,112 | 23,392 | 65,219 |
Equity in earnings of nonconsolidated subsidiaries | 0 | 0 | 0 | 0 |
Net earnings | (1,442) | 28,112 | 23,392 | 65,219 |
Less: Earnings attributable to noncontrolling interests | (1,483) | (1,726) | (3,817) | (4,185) |
Net earnings attributable to Valmont Industries, Inc. | (2,925) | 26,386 | 19,575 | 61,034 |
Eliminations | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net sales | (53,038) | (52,687) | (163,633) | (161,939) |
Cost of sales | (53,591) | (52,730) | (163,414) | (162,413) |
Gross profit | 553 | 43 | (219) | 474 |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Impairment of goodwill and intangible assets | 0 | 0 | ||
Operating income | 553 | 43 | (219) | 474 |
Other income (expense): | ||||
Interest expense | 0 | 0 | 0 | 0 |
Interest income | 0 | 0 | 0 | 0 |
Costs associated with refinancing of debt | 0 | 0 | ||
Other | 0 | 0 | 0 | 0 |
Total other income (expenses) | 0 | 0 | 0 | 0 |
Earnings before income taxes | 553 | 43 | (219) | 474 |
Income tax expense (benefit): | ||||
Current | 156 | (3) | (65) | 129 |
Deferred income taxes | 0 | 0 | 0 | 0 |
Total income tax expense (benefit) | 156 | (3) | (65) | 129 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 397 | 46 | (154) | 345 |
Equity in earnings of nonconsolidated subsidiaries | (11,578) | (44,705) | (52,051) | (116,738) |
Net earnings | (11,181) | (44,659) | (52,205) | (116,393) |
Less: Earnings attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings attributable to Valmont Industries, Inc. | $ (11,181) | $ (44,659) | $ (52,205) | $ (116,393) |
GUARANTOR_NON-GUARANTOR FINAN54
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net earnings | $ 13,549 | $ 25,285 | $ 74,495 | $ 147,700 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | (53,518) | (59,001) | (93,368) | (33,495) |
Unrealized gain/(loss) on cash flow hedge: | ||||
Amortization cost included in interest expense | 18 | 383 | 55 | 450 |
Realized (gain) loss included in net earnings during the period | (439) | 983 | (439) | 983 |
Gain on cash flow hedges | 110 | 4,837 | 1,155 | 4,837 |
Actuarial gain (loss) in defined benefit pension plan liability | 0 | 1,116 | 0 | 269 |
Equity in other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | (53,829) | (51,682) | (92,597) | (26,956) |
Comprehensive income (loss) | (40,280) | (26,397) | (18,102) | 120,744 |
Comprehensive loss (income) attributable to noncontrolling interests | 847 | 89 | 206 | (1,615) |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | (39,433) | (26,308) | (17,896) | 119,129 |
Parent | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net earnings | 12,066 | 23,559 | 70,678 | 143,515 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | 0 | 0 | 0 | 0 |
Unrealized gain/(loss) on cash flow hedge: | ||||
Amortization cost included in interest expense | 18 | 100 | 55 | 300 |
Realized (gain) loss included in net earnings during the period | 0 | 983 | 0 | 983 |
Gain on cash flow hedges | (33) | 4,837 | (242) | 4,837 |
Actuarial gain (loss) in defined benefit pension plan liability | 0 | 0 | ||
Equity in other comprehensive income | (51,484) | (55,787) | (88,387) | (30,506) |
Other comprehensive income (loss) | (51,499) | (49,867) | (88,574) | (24,386) |
Comprehensive income (loss) | (39,433) | (26,308) | (17,896) | 119,129 |
Comprehensive loss (income) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | (39,433) | (26,308) | (17,896) | 119,129 |
Guarantors | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net earnings | 14,106 | 18,273 | 32,630 | 55,359 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | (6,168) | (53,168) | (14,980) | (52,105) |
Unrealized gain/(loss) on cash flow hedge: | ||||
Amortization cost included in interest expense | 0 | 0 | 0 | 0 |
Realized (gain) loss included in net earnings during the period | 0 | 0 | 0 | 0 |
Gain on cash flow hedges | 0 | 0 | 0 | 0 |
Actuarial gain (loss) in defined benefit pension plan liability | 0 | 0 | ||
Equity in other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | (6,168) | (53,168) | (14,980) | (52,105) |
Comprehensive income (loss) | 7,938 | (34,895) | 17,650 | 3,254 |
Comprehensive loss (income) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | 7,938 | (34,895) | 17,650 | 3,254 |
Non- Guarantors | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net earnings | (1,442) | 28,112 | 23,392 | 65,219 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | (47,350) | (5,833) | (78,388) | 18,610 |
Unrealized gain/(loss) on cash flow hedge: | ||||
Amortization cost included in interest expense | 0 | 283 | 0 | 150 |
Realized (gain) loss included in net earnings during the period | (439) | 0 | (439) | 0 |
Gain on cash flow hedges | 143 | 0 | 1,397 | 0 |
Actuarial gain (loss) in defined benefit pension plan liability | 1,116 | 269 | ||
Equity in other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | (47,646) | (4,434) | (77,430) | 19,029 |
Comprehensive income (loss) | (49,088) | 23,678 | (54,038) | 84,248 |
Comprehensive loss (income) attributable to noncontrolling interests | 847 | 89 | 206 | (1,615) |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | (48,241) | 23,767 | (53,832) | 82,633 |
Eliminations | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net earnings | (11,181) | (44,659) | (52,205) | (116,393) |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | 0 | 0 | 0 | 0 |
Unrealized gain/(loss) on cash flow hedge: | ||||
Amortization cost included in interest expense | 0 | 0 | 0 | 0 |
Realized (gain) loss included in net earnings during the period | 0 | 0 | 0 | 0 |
Gain on cash flow hedges | 0 | 0 | 0 | 0 |
Actuarial gain (loss) in defined benefit pension plan liability | 0 | 0 | ||
Equity in other comprehensive income | 51,484 | 55,787 | 88,387 | 30,506 |
Other comprehensive income (loss) | 51,484 | 55,787 | 88,387 | 30,506 |
Comprehensive income (loss) | 40,303 | 11,128 | 36,182 | (85,887) |
Comprehensive loss (income) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ 40,303 | $ 11,128 | $ 36,182 | $ (85,887) |
GUARANTOR_NON-GUARANTOR FINAN55
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 27, 2014 | Sep. 27, 2014 | Dec. 28, 2013 |
Current assets: | ||||
Cash and cash equivalents | $ 312,851 | $ 371,579 | $ 452,218 | $ 613,706 |
Receivables, net | 501,403 | 536,918 | ||
Inventories | 368,290 | 359,522 | ||
Prepaid expenses | 52,208 | 56,912 | ||
Refundable and deferred income taxes | 44,736 | 68,010 | ||
Total current assets | 1,279,488 | 1,392,941 | ||
Property, plant and equipment, at cost | 1,083,211 | 1,139,569 | ||
Less accumulated depreciation and amortization | 539,976 | 533,116 | ||
Net property, plant and equipment | 543,235 | 606,453 | ||
Goodwill | 362,683 | 385,111 | ||
Other intangible assets | 175,157 | 202,004 | ||
Investment in subsidiaries and intercompany accounts | 0 | 0 | ||
Other assets | 129,138 | 143,159 | ||
Total assets | 2,489,701 | 2,729,668 | ||
Current liabilities: | ||||
Current installments of long-term debt | 1,099 | 1,181 | ||
Notes payable to banks | 1,496 | 13,952 | ||
Accounts payable | 186,581 | 196,565 | ||
Accrued employee compensation and benefits | 70,249 | 87,950 | ||
Accrued expenses | 104,779 | 88,480 | ||
Dividends payable | 8,649 | 9,086 | ||
Total current liabilities | (372,853) | (397,214) | ||
Deferred income taxes | 66,200 | 71,797 | ||
Long-term debt, excluding current installments | 764,823 | 766,654 | ||
Defined benefit pension liability | 129,600 | 150,124 | ||
Deferred compensation | 48,637 | 47,932 | ||
Other noncurrent liabilities | 41,811 | 45,542 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 27,900 | 27,900 | ||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 1,767,621 | 1,718,662 | ||
Accumulated other comprehensive income (loss) | (223,007) | (134,433) | ||
Treasury stock | (552,780) | (410,296) | ||
Total Valmont Industries, Inc. shareholders’ equity | 1,019,734 | 1,201,833 | ||
Noncontrolling interest in consolidated subsidiaries | 46,043 | 48,572 | ||
Total shareholders’ equity | 1,065,777 | 1,250,405 | 1,358,686 | 1,544,846 |
Total liabilities and shareholders’ equity | 2,489,701 | 2,729,668 | ||
Parent | ||||
Current assets: | ||||
Cash and cash equivalents | 21,227 | 69,869 | 153,921 | 215,576 |
Receivables, net | 137,255 | 158,316 | ||
Inventories | 144,751 | 127,859 | ||
Prepaid expenses | 11,397 | 7,087 | ||
Refundable and deferred income taxes | 30,001 | 53,307 | ||
Total current assets | 344,631 | 416,438 | ||
Property, plant and equipment, at cost | 544,933 | 556,658 | ||
Less accumulated depreciation and amortization | 330,102 | 319,899 | ||
Net property, plant and equipment | 214,831 | 236,759 | ||
Goodwill | 20,108 | 20,108 | ||
Other intangible assets | 252 | 292 | ||
Investment in subsidiaries and intercompany accounts | 1,356,897 | 1,446,989 | ||
Other assets | 47,404 | 46,587 | ||
Total assets | 1,984,123 | 2,167,173 | ||
Current liabilities: | ||||
Current installments of long-term debt | 215 | 213 | ||
Notes payable to banks | 0 | 0 | ||
Accounts payable | 64,931 | 59,893 | ||
Accrued employee compensation and benefits | 30,576 | 48,169 | ||
Accrued expenses | 44,031 | 32,616 | ||
Dividends payable | 8,649 | 9,086 | ||
Total current liabilities | (148,402) | (149,977) | ||
Deferred income taxes | 8,220 | 5,584 | ||
Long-term debt, excluding current installments | 759,033 | 759,895 | ||
Defined benefit pension liability | 0 | 0 | ||
Deferred compensation | 43,485 | 41,803 | ||
Other noncurrent liabilities | 5,249 | 8,081 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 27,900 | 27,900 | ||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 1,767,621 | 1,718,662 | ||
Accumulated other comprehensive income (loss) | (223,007) | (134,433) | ||
Treasury stock | (552,780) | (410,296) | ||
Total Valmont Industries, Inc. shareholders’ equity | 1,019,734 | 1,201,833 | ||
Noncontrolling interest in consolidated subsidiaries | 0 | 0 | ||
Total shareholders’ equity | 1,019,734 | 1,201,833 | ||
Total liabilities and shareholders’ equity | 1,984,123 | 2,167,173 | ||
Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 1,641 | 2,157 | 1,659 | 29,797 |
Receivables, net | 68,885 | 68,414 | ||
Inventories | 46,820 | 54,914 | ||
Prepaid expenses | 612 | 502 | ||
Refundable and deferred income taxes | 6,262 | 6,194 | ||
Total current assets | 124,220 | 132,181 | ||
Property, plant and equipment, at cost | 127,761 | 124,182 | ||
Less accumulated depreciation and amortization | 69,069 | 65,493 | ||
Net property, plant and equipment | 58,692 | 58,689 | ||
Goodwill | 107,542 | 107,542 | ||
Other intangible assets | 40,031 | 43,644 | ||
Investment in subsidiaries and intercompany accounts | 848,126 | 825,236 | ||
Other assets | 16 | 0 | ||
Total assets | 1,178,627 | 1,167,292 | ||
Current liabilities: | ||||
Current installments of long-term debt | 0 | 0 | ||
Notes payable to banks | 0 | 0 | ||
Accounts payable | 14,213 | 15,151 | ||
Accrued employee compensation and benefits | 5,151 | 5,385 | ||
Accrued expenses | 6,145 | 6,052 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | (25,509) | (26,588) | ||
Deferred income taxes | 27,994 | 28,988 | ||
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 | 150,286 | ||
Retained earnings | 571,936 | 552,676 | ||
Accumulated other comprehensive income (loss) | (64,176) | (49,196) | ||
Treasury stock | 0 | 0 | ||
Total Valmont Industries, Inc. shareholders’ equity | 1,125,124 | 1,111,716 | ||
Noncontrolling interest in consolidated subsidiaries | 0 | 0 | ||
Total shareholders’ equity | 1,125,124 | 1,111,716 | ||
Total liabilities and shareholders’ equity | 1,178,627 | 1,167,292 | ||
Non- Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 289,983 | 299,553 | 296,638 | 368,333 |
Receivables, net | 295,263 | 310,188 | ||
Inventories | 179,894 | 177,512 | ||
Prepaid expenses | 40,199 | 49,323 | ||
Refundable and deferred income taxes | 8,473 | 8,509 | ||
Total current assets | 813,812 | 845,085 | ||
Property, plant and equipment, at cost | 410,517 | 458,729 | ||
Less accumulated depreciation and amortization | 140,805 | 147,724 | ||
Net property, plant and equipment | 269,712 | 311,005 | ||
Goodwill | 235,033 | 257,461 | ||
Other intangible assets | 134,874 | 158,068 | ||
Investment in subsidiaries and intercompany accounts | 921,673 | 887,055 | ||
Other assets | 81,718 | 96,572 | ||
Total assets | 2,456,822 | 2,555,246 | ||
Current liabilities: | ||||
Current installments of long-term debt | 884 | 968 | ||
Notes payable to banks | 1,496 | 13,952 | ||
Accounts payable | 107,437 | 121,521 | ||
Accrued employee compensation and benefits | 34,522 | 34,396 | ||
Accrued expenses | 54,603 | 49,812 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | (198,942) | (220,649) | ||
Deferred income taxes | 29,986 | 37,225 | ||
Long-term debt, excluding current installments | 5,790 | 6,759 | ||
Defined benefit pension liability | 129,600 | 150,124 | ||
Deferred compensation | 5,152 | 6,129 | ||
Other noncurrent liabilities | 36,562 | 37,461 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 648,682 | 648,682 | ||
Additional paid-in capital | 1,107,536 | 1,098,408 | ||
Retained earnings | 416,341 | 397,302 | ||
Accumulated other comprehensive income (loss) | (167,812) | (96,065) | ||
Treasury stock | 0 | 0 | ||
Total Valmont Industries, Inc. shareholders’ equity | 2,004,747 | 2,048,327 | ||
Noncontrolling interest in consolidated subsidiaries | 46,043 | 48,572 | ||
Total shareholders’ equity | 2,050,790 | 2,096,899 | ||
Total liabilities and shareholders’ equity | 2,456,822 | 2,555,246 | ||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | $ 0 | $ 0 |
Receivables, net | 0 | 0 | ||
Inventories | (3,175) | (763) | ||
Prepaid expenses | 0 | 0 | ||
Refundable and deferred income taxes | 0 | 0 | ||
Total current assets | (3,175) | (763) | ||
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 | (3,126,696) | (3,159,280) | ||
Other assets | 0 | 0 | ||
Total assets | (3,129,871) | (3,160,043) | ||
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) | (1,106,632) | ||
Additional paid-in capital | (1,266,950) | (1,248,694) | ||
Retained earnings | (988,277) | (949,978) | ||
Accumulated other comprehensive income (loss) | 231,988 | 145,261 | ||
Treasury stock | 0 | 0 | ||
Total Valmont Industries, Inc. shareholders’ equity | (3,129,871) | (3,160,043) | ||
Noncontrolling interest in consolidated subsidiaries | 0 | 0 | ||
Total shareholders’ equity | (3,129,871) | (3,160,043) | ||
Total liabilities and shareholders’ equity | $ (3,129,871) | $ (3,160,043) |
GUARANTOR_NON-GUARANTOR FINAN56
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Balance Sheets - Additional Information (Details) - $ / shares | Sep. 26, 2015 | Dec. 27, 2014 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
GUARANTOR_NON-GUARANTOR FINAN57
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 16 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | |
Cash flows from operating activities: | |||||
Net earnings | $ 13,549 | $ 25,285 | $ 74,495 | $ 147,700 | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||||
Depreciation and amortization | 70,859 | 64,460 | |||
Noncash loss on trading securities | 5,020 | 4,859 | |||
Non-cash debt refinancing costs | 0 | (2,478) | |||
Impairment of assets - restructuring activities | 12,659 | 0 | |||
Impairment of Goodwill & Intangibles | 15,200 | 0 | |||
Stock-based compensation | 5,667 | 5,444 | |||
Change in fair value of contingent consideration | 0 | 4,300 | |||
Defined benefit pension plan expense | (460) | 2,003 | |||
Contribution to defined benefit pension plan | (15,735) | (18,245) | |||
Gain on sale of property, plant and equipment | 1,263 | 58 | |||
Equity in earnings in nonconsolidated subsidiaries | 0 | 4 | 0 | 34 | |
Deferred income taxes | 5,272 | (9,064) | 5,217 | (4,034) | |
Changes in assets and liabilities (net of acquisitions): | |||||
Receivables | 5,551 | (19,951) | |||
Inventories | (25,447) | (4,152) | |||
Prepaid expenses | 5,275 | (19,182) | |||
Accounts payable | 832 | (21,082) | |||
Accrued expenses | 7,368 | (27,926) | |||
Other noncurrent liabilities | 887 | (6,409) | |||
Income taxes payable (refundable) | 14,171 | (22,702) | |||
Net cash flows from operating activities | 182,822 | 82,697 | |||
Cash flows from investing activities: | |||||
Purchase of property, plant and equipment | (34,447) | (63,412) | |||
Proceeds from sale of assets | 3,256 | 2,107 | |||
Acquisitions, net of cash acquired | 0 | (137,438) | |||
Other, net | 5,980 | 2,992 | |||
Net cash flows from investing activities | (25,211) | (195,751) | |||
Cash flows from financing activities: | |||||
Net borrowings under short-term agreements | (12,322) | (1,065) | |||
Proceeds from long-term borrowings | 37,000 | 652,540 | |||
Principal payments on long-term borrowings | (37,878) | (357,059) | |||
Settlement of financial derivative | 0 | 4,837 | |||
Dividends paid | (26,708) | (23,357) | |||
Intercompany dividends | 0 | ||||
Dividends to noncontrolling interest | (2,323) | (1,340) | |||
Debt issuance costs | 0 | (5,464) | |||
Intercompany capital contribution | 0 | ||||
Proceeds from exercises under stock plans | 10,902 | 12,824 | |||
Excess tax benefits from stock option exercises | 1,458 | 3,916 | |||
Purchase of treasury shares | (148,220) | (316,296) | $ (543,300) | ||
Purchase of common treasury shares - stock plan exercises | (12,135) | (12,739) | |||
Net cash flows from financing activities | (190,226) | (43,203) | |||
Effect of exchange rate changes on cash and cash equivalents | (26,113) | (5,231) | |||
Net change in cash and cash equivalents | (58,728) | (161,488) | |||
Cash and cash equivalents—beginning of year | 371,579 | 613,706 | |||
Cash and cash equivalents—end of period | 312,851 | 452,218 | 312,851 | 452,218 | 312,851 |
Parent | |||||
Cash flows from operating activities: | |||||
Net earnings | 12,066 | 23,559 | 70,678 | 143,515 | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||||
Depreciation and amortization | 22,373 | 17,094 | |||
Noncash loss on trading securities | 0 | 0 | |||
Non-cash debt refinancing costs | (2,478) | ||||
Impairment of assets - restructuring activities | 4,092 | ||||
Impairment of Goodwill & Intangibles | 0 | ||||
Stock-based compensation | 9,620 | 5,444 | |||
Change in fair value of contingent consideration | 0 | ||||
Defined benefit pension plan expense | 0 | 0 | |||
Contribution to defined benefit pension plan | 0 | 0 | |||
Gain on sale of property, plant and equipment | 333 | 37 | |||
Equity in earnings in nonconsolidated subsidiaries | (10,324) | (36,255) | (45,616) | (99,235) | |
Deferred income taxes | 7,909 | (12,430) | 11,728 | (6,601) | |
Changes in assets and liabilities (net of acquisitions): | |||||
Receivables | 21,061 | (18,901) | |||
Inventories | (16,893) | 2,914 | |||
Prepaid expenses | 840 | (2,213) | |||
Accounts payable | 5,038 | (2,788) | |||
Accrued expenses | (5,758) | (18,654) | |||
Other noncurrent liabilities | (2,716) | 2,061 | |||
Income taxes payable (refundable) | 14,216 | (16,149) | |||
Net cash flows from operating activities | 88,996 | 4,046 | |||
Cash flows from investing activities: | |||||
Purchase of property, plant and equipment | (9,547) | (35,925) | |||
Proceeds from sale of assets | 1,508 | 8 | |||
Acquisitions, net of cash acquired | 0 | ||||
Other, net | 45,326 | 36,954 | |||
Net cash flows from investing activities | 37,287 | 1,037 | |||
Cash flows from financing activities: | |||||
Net borrowings under short-term agreements | 0 | 0 | |||
Proceeds from long-term borrowings | 37,000 | 652,540 | |||
Principal payments on long-term borrowings | (37,222) | (356,994) | |||
Settlement of financial derivative | 4,837 | ||||
Dividends paid | (26,708) | (23,357) | |||
Intercompany dividends | 116,995 | ||||
Dividends to noncontrolling interest | 0 | 0 | |||
Debt issuance costs | (5,464) | ||||
Intercompany capital contribution | (143,000) | ||||
Proceeds from exercises under stock plans | 10,902 | 12,824 | |||
Excess tax benefits from stock option exercises | 1,458 | 3,916 | |||
Purchase of treasury shares | (148,220) | (316,296) | |||
Purchase of common treasury shares - stock plan exercises | (12,135) | (12,739) | |||
Net cash flows from financing activities | (174,925) | (66,738) | |||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | |||
Net change in cash and cash equivalents | (48,642) | (61,655) | |||
Cash and cash equivalents—beginning of year | 69,869 | 215,576 | |||
Cash and cash equivalents—end of period | 21,227 | 153,921 | 21,227 | 153,921 | 21,227 |
Guarantors | |||||
Cash flows from operating activities: | |||||
Net earnings | 14,106 | 18,273 | 32,630 | 55,359 | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||||
Depreciation and amortization | 9,372 | 9,804 | |||
Noncash loss on trading securities | 0 | 0 | |||
Non-cash debt refinancing costs | 0 | ||||
Impairment of assets - restructuring activities | 258 | ||||
Impairment of Goodwill & Intangibles | 0 | ||||
Stock-based compensation | 0 | 0 | |||
Change in fair value of contingent consideration | 0 | ||||
Defined benefit pension plan expense | 0 | 0 | |||
Contribution to defined benefit pension plan | 0 | 0 | |||
Gain on sale of property, plant and equipment | 267 | (30) | |||
Equity in earnings in nonconsolidated subsidiaries | (1,254) | (8,446) | (6,435) | (17,469) | |
Deferred income taxes | (478) | (342) | (1,062) | 1,325 | |
Changes in assets and liabilities (net of acquisitions): | |||||
Receivables | (471) | 29,838 | |||
Inventories | 8,094 | 5,036 | |||
Prepaid expenses | (110) | 173 | |||
Accounts payable | (938) | (3,643) | |||
Accrued expenses | (140) | (9,296) | |||
Other noncurrent liabilities | 0 | 0 | |||
Income taxes payable (refundable) | (14) | (225) | |||
Net cash flows from operating activities | 41,451 | 70,872 | |||
Cash flows from investing activities: | |||||
Purchase of property, plant and equipment | (6,065) | (1,972) | |||
Proceeds from sale of assets | 36 | 127 | |||
Acquisitions, net of cash acquired | 0 | ||||
Other, net | (35,859) | (53,129) | |||
Net cash flows from investing activities | (41,888) | (54,974) | |||
Cash flows from financing activities: | |||||
Net borrowings under short-term agreements | 0 | 0 | |||
Proceeds from long-term borrowings | 0 | 0 | |||
Principal payments on long-term borrowings | 0 | 0 | |||
Settlement of financial derivative | 0 | ||||
Dividends paid | 0 | 0 | |||
Intercompany dividends | (44,000) | ||||
Dividends to noncontrolling interest | 0 | 0 | |||
Debt issuance costs | 0 | ||||
Intercompany capital contribution | 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 | (44,000) | |||
Effect of exchange rate changes on cash and cash equivalents | (79) | (36) | |||
Net change in cash and cash equivalents | (516) | (28,138) | |||
Cash and cash equivalents—beginning of year | 2,157 | 29,797 | |||
Cash and cash equivalents—end of period | 1,641 | 1,659 | 1,641 | 1,659 | 1,641 |
Non- Guarantors | |||||
Cash flows from operating activities: | |||||
Net earnings | (1,442) | 28,112 | 23,392 | 65,219 | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||||
Depreciation and amortization | 39,114 | 37,562 | |||
Noncash loss on trading securities | 5,020 | 4,859 | |||
Non-cash debt refinancing costs | 0 | ||||
Impairment of assets - restructuring activities | 8,309 | ||||
Impairment of Goodwill & Intangibles | 15,200 | ||||
Stock-based compensation | (3,953) | 0 | |||
Change in fair value of contingent consideration | 4,300 | ||||
Defined benefit pension plan expense | (460) | 2,003 | |||
Contribution to defined benefit pension plan | (15,735) | (18,245) | |||
Gain on sale of property, plant and equipment | 663 | 51 | |||
Equity in earnings in nonconsolidated subsidiaries | 0 | 0 | 0 | 0 | |
Deferred income taxes | (2,159) | 3,708 | (5,449) | 1,242 | |
Changes in assets and liabilities (net of acquisitions): | |||||
Receivables | (15,039) | (30,888) | |||
Inventories | (16,648) | (12,102) | |||
Prepaid expenses | 4,545 | (17,142) | |||
Accounts payable | (3,268) | (14,651) | |||
Accrued expenses | 13,266 | 24 | |||
Other noncurrent liabilities | 3,603 | (8,470) | |||
Income taxes payable (refundable) | (31) | (6,328) | |||
Net cash flows from operating activities | 52,529 | 7,434 | |||
Cash flows from investing activities: | |||||
Purchase of property, plant and equipment | (18,835) | (25,515) | |||
Proceeds from sale of assets | 1,712 | 1,972 | |||
Acquisitions, net of cash acquired | (137,438) | ||||
Other, net | (3,641) | 19,512 | |||
Net cash flows from investing activities | (20,764) | (141,469) | |||
Cash flows from financing activities: | |||||
Net borrowings under short-term agreements | (12,322) | (1,065) | |||
Proceeds from long-term borrowings | 0 | 0 | |||
Principal payments on long-term borrowings | (656) | (65) | |||
Settlement of financial derivative | 0 | ||||
Dividends paid | 0 | 0 | |||
Intercompany dividends | (72,995) | ||||
Dividends to noncontrolling interest | (2,323) | (1,340) | |||
Debt issuance costs | 0 | ||||
Intercompany capital contribution | 143,000 | ||||
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 | (15,301) | 67,535 | |||
Effect of exchange rate changes on cash and cash equivalents | (26,034) | (5,195) | |||
Net change in cash and cash equivalents | (9,570) | (71,695) | |||
Cash and cash equivalents—beginning of year | 299,553 | 368,333 | |||
Cash and cash equivalents—end of period | 289,983 | 296,638 | 289,983 | 296,638 | 289,983 |
Eliminations | |||||
Cash flows from operating activities: | |||||
Net earnings | (11,181) | (44,659) | (52,205) | (116,393) | |
Adjustments to reconcile net earnings to net cash flows from operations: | |||||
Depreciation and amortization | 0 | 0 | |||
Noncash loss on trading securities | 0 | 0 | |||
Non-cash debt refinancing costs | 0 | ||||
Impairment of assets - restructuring activities | 0 | ||||
Impairment of Goodwill & Intangibles | 0 | ||||
Stock-based compensation | 0 | 0 | |||
Change in fair value of contingent consideration | 0 | ||||
Defined benefit pension plan expense | 0 | 0 | |||
Contribution to defined benefit pension plan | 0 | 0 | |||
Gain on sale of property, plant and equipment | 0 | 0 | |||
Equity in earnings in nonconsolidated subsidiaries | 11,578 | 44,705 | 52,051 | 116,738 | |
Deferred income taxes | 0 | 0 | 0 | 0 | |
Changes in assets and liabilities (net of acquisitions): | |||||
Receivables | 0 | 0 | |||
Inventories | 0 | 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 | (154) | 345 | |||
Cash flows from investing activities: | |||||
Purchase of property, plant and equipment | 0 | 0 | |||
Proceeds from sale of assets | 0 | 0 | |||
Acquisitions, net of cash acquired | 0 | ||||
Other, net | 154 | (345) | |||
Net cash flows from investing activities | 154 | (345) | |||
Cash flows from financing activities: | |||||
Net borrowings under short-term agreements | 0 | 0 | |||
Proceeds from long-term borrowings | 0 | 0 | |||
Principal payments on long-term borrowings | 0 | 0 | |||
Settlement of financial derivative | 0 | ||||
Dividends paid | 0 | 0 | |||
Intercompany dividends | 0 | ||||
Dividends to noncontrolling interest | 0 | 0 | |||
Debt issuance costs | 0 | ||||
Intercompany capital contribution | 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 | $ 0 | $ 0 | $ 0 |