Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 23, 2017 | |
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. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-30 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 22,607,680 | |
Document Fiscal Year Focus | 2,017 | |
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. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Income Statement [Abstract] | ||||
Product sales | $ 602,080 | $ 544,828 | $ 1,807,539 | $ 1,648,530 |
Services sales | 78,699 | 65,419 | 223,450 | 198,571 |
Net sales | 680,779 | 610,247 | 2,030,989 | 1,847,101 |
Product cost of sales | 462,854 | 409,003 | 1,366,875 | 1,220,567 |
Services cost of sales | 54,331 | 46,221 | 152,635 | 135,425 |
Total cost of sales | 517,185 | 455,224 | 1,519,510 | 1,355,992 |
Gross profit | 163,594 | 155,023 | 511,479 | 491,109 |
Selling, general and administrative expenses | 103,671 | 101,783 | 308,764 | 303,698 |
Operating income | 59,923 | 53,240 | 202,715 | 187,411 |
Other income (expenses): | ||||
Interest expense | (11,190) | (11,100) | (33,312) | (33,276) |
Interest income | 1,311 | 771 | 3,205 | 2,289 |
Other | 517 | 878 | 1,684 | 452 |
Total other income (expenses) | (9,362) | (9,451) | (28,423) | (30,535) |
Earnings before income taxes | 50,561 | 43,789 | 174,292 | 156,876 |
Income tax expense: | ||||
Current | 21,163 | 18,017 | 50,264 | 51,276 |
Deferred | (7,268) | (3,749) | 79 | (1,534) |
Total income tax expense (benefit) | 13,895 | 14,268 | 50,343 | 49,742 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 36,666 | 29,521 | 123,949 | 107,134 |
Equity in earnings of nonconsolidated subsidiaries | 0 | 0 | 0 | 0 |
Net earnings | 36,666 | 29,521 | 123,949 | 107,134 |
Less: Earnings attributable to noncontrolling interests | (1,458) | (1,348) | (4,098) | (3,966) |
Net earnings attributable to Valmont Industries, Inc. | $ 35,208 | $ 28,173 | $ 119,851 | $ 103,168 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 1.56 | $ 1.25 | $ 5.33 | $ 4.56 |
Diluted (in dollars per share) | 1.55 | 1.24 | 5.28 | 4.54 |
Cash dividends declared per share (in dollars per share) | $ 0.375 | $ 0.375 | $ 1.125 | $ 1.125 |
Weighted average number of shares of common stock outstanding - Basic (in shares) | 22,527 | 22,505 | 22,505 | 22,602 |
Weighted average number of shares of common stock outstanding - Diluted (in shares) | 22,751 | 22,659 | 22,717 | 22,741 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 36,666 | $ 29,521 | $ 123,949 | $ 107,134 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | 19,530 | 770 | 60,471 | (1,938) |
Derivatives used in Net Investment Hedge, Net of Tax, Period Increase (Decrease) | 740 | (1,972) | (1,816) | (4,897) |
Gain/(loss) on hedging activities: | ||||
Amortization cost included in interest expense | 19 | 18 | 56 | 56 |
Other comprehensive income (loss) | 18,809 | 2,760 | 58,711 | 3,015 |
Comprehensive income | 55,475 | 32,281 | 182,660 | 110,149 |
Comprehensive loss (income) attributable to noncontrolling interests | (2,570) | (1,618) | (4,552) | (5,732) |
Comprehensive income attributable to Valmont Industries, Inc. | $ 52,905 | $ 30,663 | $ 178,108 | $ 104,417 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 493,490 | $ 399,948 |
Receivables, net | 492,842 | 439,342 |
Inventories | 403,234 | 350,028 |
Prepaid expenses, restricted cash, and other assets | 50,064 | 57,297 |
Refundable income taxes | 8,493 | 6,601 |
Total current assets | 1,448,123 | 1,253,216 |
Property, plant and equipment, at cost | 1,169,854 | 1,105,736 |
Less accumulated depreciation and amortization | 647,430 | 587,401 |
Net property, plant and equipment | 522,424 | 518,335 |
Goodwill | 336,754 | 321,110 |
Other intangible assets, net | 142,090 | 144,378 |
Other assets | 160,780 | 154,692 |
Total assets | 2,610,171 | 2,391,731 |
Current liabilities: | ||
Current installments of long-term debt | 949 | 851 |
Notes payable to banks | 197 | 746 |
Accounts payable | 216,104 | 177,488 |
Accrued employee compensation and benefits | 81,494 | 72,404 |
Accrued expenses | 106,238 | 89,914 |
Dividends payable | 8,478 | 8,445 |
Total current liabilities | 413,460 | 349,848 |
Deferred income taxes | 28,183 | 35,803 |
Long-term debt, excluding current installments | 754,202 | 754,795 |
Defined benefit pension liability | 199,562 | 209,470 |
Deferred compensation | 48,612 | 44,319 |
Other noncurrent liabilities | 13,557 | 14,910 |
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 | 1,974,601 | 1,874,722 |
Accumulated other comprehensive loss | (288,102) | (346,359) |
Treasury stock | (601,565) | (612,781) |
Total Valmont Industries, Inc. shareholders’ equity | 1,112,834 | 943,482 |
Noncontrolling interest in consolidated subsidiaries | 39,761 | 39,104 |
Total shareholders’ equity | 1,152,595 | 982,586 |
Total liabilities and shareholders’ equity | $ 2,610,171 | $ 2,391,731 |
CONDENSED CONSOLIDATED BALANCE5
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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 | 9 Months Ended | |
Sep. 30, 2017 | Sep. 24, 2016 | |
Cash flows from operating activities: | ||
Net earnings | $ 123,949 | $ 107,134 |
Adjustments to reconcile net earnings to net cash flows from operations: | ||
Depreciation and amortization | 63,500 | 61,242 |
Noncash loss on trading securities | 395 | 973 |
Stock-based compensation | 7,300 | 6,572 |
Change in fair value of contingent consideration | 0 | (3,527) |
Defined benefit pension plan expense | 481 | 1,486 |
Contribution to defined benefit pension plan | (26,064) | (712) |
Change in restricted cash - pension plan trust | 12,568 | (13,652) |
(Gain)/loss on sale of property, plant and equipment | (732) | 250 |
Equity in earnings of nonconsolidated subsidiaries | 0 | 0 |
Deferred income taxes | 79 | (1,534) |
Changes in assets and liabilities: | ||
Receivables | (39,584) | 16,436 |
Inventories | (41,545) | (34,413) |
Prepaid expenses and other assets | (11,636) | (10,624) |
Accounts payable | 28,895 | (11,338) |
Accrued expenses | 20,157 | 3,272 |
Other noncurrent liabilities | (1,627) | 240 |
Income taxes refundable | (1,732) | 4,831 |
Net cash flows from operating activities | 134,404 | 127,254 |
Cash flows from investing activities: | ||
Purchase of property, plant and equipment | (39,898) | (42,233) |
Proceeds from sale of assets | 1,575 | 3,938 |
Payments to Acquire Businesses, Net of Cash Acquired | (5,362) | 0 |
Proceeds from settlement of net investment hedge | 5,123 | 0 |
Other, net | (3,462) | (2,824) |
Net cash flows from investing activities | (42,024) | (41,119) |
Cash flows from financing activities: | ||
Net borrowings under short-term agreements | (549) | (128) |
Principal payments on long-term borrowings | (658) | (1,563) |
Dividends paid | (25,386) | (25,604) |
Dividends to noncontrolling interest | (3,895) | (2,527) |
Purchase of noncontrolling interest | 0 | (11,009) |
Purchase of treasury shares | 0 | (46,581) |
Proceeds from exercises under stock plans | 12,446 | 6,509 |
Purchase of common treasury shares—stock plan exercises | (3,929) | (1,453) |
Net cash flows from financing activities | (21,971) | (82,356) |
Effect of exchange rate changes on cash and cash equivalents | 23,133 | (3,478) |
Net change in cash and cash equivalents | 93,542 | 301 |
Cash and cash equivalents—beginning of year | 399,948 | 349,074 |
Cash and cash equivalents—end of period | 493,490 | 349,375 |
Restructuring Costs | $ 0 | $ 618 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock | Noncontrolling interest in consolidated subsidiaries |
Beginning balance at Dec. 26, 2015 | $ 965,211 | $ 27,900 | $ 0 | $ 1,729,679 | $ (267,218) | $ (571,920) | $ 46,770 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings | 107,134 | 103,168 | 3,966 | ||||
Other comprehensive income (loss) | 3,015 | 1,249 | 1,766 | ||||
Cash dividends declared | (25,482) | (25,482) | 0 | ||||
Dividends to noncontrolling interests | (2,527) | (2,527) | |||||
Purchase of noncontrolling interests | (11,009) | (137) | (10,872) | ||||
Purchase of treasury shares | (46,581) | (46,581) | |||||
Stock plan exercises | (1,453) | (1,453) | |||||
Stock options exercised | 6,509 | (6,435) | 4,582 | 8,362 | |||
Stock option expense | 4,358 | 4,358 | |||||
Stock awards | 3,126 | 2,214 | 912 | ||||
Ending balance at Sep. 24, 2016 | 1,002,301 | 27,900 | 0 | 1,811,947 | (265,969) | (610,680) | 39,103 |
Beginning balance at Dec. 31, 2016 | 982,586 | 27,900 | 0 | 1,874,722 | (346,359) | (612,781) | 39,104 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings | 123,949 | 119,851 | 4,098 | ||||
Other comprehensive income (loss) | 58,711 | 58,257 | 454 | ||||
Cash dividends declared | (25,417) | (25,417) | 0 | ||||
Dividends to noncontrolling interests | (3,895) | (3,895) | |||||
Stock plan exercises | (3,929) | (3,929) | |||||
Stock options exercised | 12,446 | (7,300) | 5,445 | 14,301 | |||
Stock option expense | 3,868 | 3,868 | |||||
Stock awards | 4,276 | 3,432 | 844 | ||||
Ending balance at Sep. 30, 2017 | $ 1,152,595 | $ 27,900 | $ 0 | $ 1,974,601 | $ (288,102) | $ (601,565) | $ 39,761 |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - shares | 9 Months Ended | |
Sep. 30, 2017 | Sep. 24, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Purchase of treasury shares, shares acquired (in shares) | 384,622 | 245,789 |
Stock plan exercises; shares acquired (in shares) | 19,086 | 10,747 |
Stock options exercised; shares issued (in shares) | 84,432 | 62,535 |
Stock awards; shares issued (in shares) | 5,677 | 6,976 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheet as of September 30, 2017 , the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and thirty-nine weeks ended September 30, 2017 and September 24, 2016 , and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirty-nine week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of September 30, 2017 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 31, 2016 . 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 31, 2016 . The results of operations for the period ended September 30, 2017 are not necessarily indicative of the operating results for the full year. Inventories Approximately 36% and 38% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of September 30, 2017 and December 31, 2016 . 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 $40,886 and $38,047 at September 30, 2017 and December 31, 2016 , respectively. Inventories consisted of the following: September 30, December 31, Raw materials and purchased parts $ 175,222 $ 143,659 Work-in-process 35,126 27,291 Finished goods and manufactured goods 233,772 217,125 Subtotal 444,120 388,075 Less: LIFO reserve 40,886 38,047 $ 403,234 $ 350,028 (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 30, 2017 and September 24, 2016 , were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2017 2016 2017 2016 United States $ 28,886 $ 21,550 $ 115,082 $ 105,390 Foreign 21,675 22,239 59,210 51,486 $ 50,561 $ 43,789 $ 174,292 $ 156,876 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 30, 2017 and September 24, 2016 were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended Net periodic (benefit) expense: 2017 2016 2017 2016 Interest cost $ 4,676 $ 6,092 $ 13,475 $ 19,134 Expected return on plan assets (5,277 ) (5,565 ) (15,208 ) (17,648 ) Amortization of actuarial loss 768 — 2,214 — Net periodic expense $ 167 $ 527 $ 481 $ 1,486 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 30, 2017 , 704,818 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization. Under the plans, the exercise price of each option equals the closing market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three to six years or on the fifth anniversary of the grant. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Expiration of grants is from seven to ten years from the date of grant. The Company's compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock options for the thirteen and thirty-nine weeks ended September 30, 2017 and September 24, 2016 , respectively, were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2017 2016 2017 2016 Compensation expense $ 1,290 $ 1,399 $ 3,868 $ 4,358 Income tax benefits 496 539 1,489 1,678 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 $39,283 ( $35,784 at December 31, 2016) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting Standards Codification 320, Accounting for Certain Investments in Debt and Equity Securities , considering the employee's ability to change investment allocation of their deferred compensation at any time. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) The Company's ownership of shares in Delta EMD Pty. Ltd. (JSE:DTA) is also classified as trading securities. The shares are valued at $1,779 and $2,016 as of September 30, 2017 and December 31, 2016, 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 $ 41,062 $ 41,062 $ — $ — Fair Value Measurement Using: Carrying Value Quoted Prices in Significant Other Significant Assets: Trading Securities $ 37,800 $ 37,800 $ — $ — 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 30, 2017 and December 31, 2016: Foreign Currency Translation Adjustments Gain/(Loss) on Hedging Activities Defined Benefit Pension Plan Accumulated Other Comprehensive Loss Balance at December 31, 2016 $ (251,228 ) $ 7,978 $ (103,109 ) $ (346,359 ) Current-period comprehensive income (loss) 60,017 (1,760 ) — 58,257 Balance at September 30, 2017 $ (191,211 ) $ 6,218 $ (103,109 ) $ (288,102 ) (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Net Investment Hedge In the second quarter of 2016, the Company entered into a one-year foreign currency forward contract which qualified as a net investment hedge, in order to mitigate foreign currency risk on a portion of our investments denominated in British pounds. The forward contract had a notional amount to sell British pounds and receive $44,000 , and matured in May 2017. The realized gain of $5,123 ( $3,150 after tax) has been deferred in other comprehensive income where it will remain until the Company's net investments in its British subsidiaries are divested. No ineffectiveness resulted from the hedge prior to its maturity. In the third quarter of 2017, the Company entered into two six-month foreign currency forward contracts which qualified as net investment hedges, in order to mitigate foreign currency risk on our grinding media business that is denominated in both Australian dollars and British pounds. The Company announced its intention to divest of this business in August 2017 and regulatory approval in Australia is currently pending. The forward contracts have a maturity date of January 2018 and a notional amount to sell Australian dollars and British pounds to receive $27,000 and $18,500 , respectively. The unrealized loss recorded at September 30, 2017 is $740 and is included in Accounts Payable on the Consolidated Balance Sheets. No ineffectiveness has resulted from the hedge and the balance is recorded in the Consolidated Statement of Other Comprehensive Income within gain/(loss) on hedging activities. When the forward contract matures, the realized gain/(loss) will be deferred in Other Comprehensive Income where it will remain until the grinding media business is divested. 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. This standard is effective for interim and annual reporting periods beginning after December 15, 2017, and can be adopted either retrospectively or as a cumulative effect adjustment as of the date of adoption. Early adoption is permitted for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position. One area under assessment is the timing of revenue recognition for the Company’s product lines that are custom engineered to a single customer’s specifications resulting in limited ability that the asset can be used for another customer. These product lines reside in the Utility and Engineered Support Structures segments. When the terms and conditions allow the Company to bill a customer for full compensation on a canceled order for the performance completed to date, revenue will be recognized over the production period and not the current practice which is upon shipment or time of delivery to the customer. The Company is also evaluating the necessary changes to its internal control processes to recognize revenue over time using an inputs based model after adoption. Based on the current status of the evaluation, the adoption of the standard is not expected to have a material effect on the amounts or timing of revenue recognition for the Company’s other segments. The Company expects to adopt the new standard using the modified retrospective approach effective January 1, 2018. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
ACQUISITIONS | ACQUISITIONS On July 31, 2017, the Company purchased Aircon Guardrails Private Limited ("Aircon") for $5,362 in cash, net of cash acquired, plus assumed liabilities. Aircon produces highway safety systems including guardrails, structural metal products, and solar structural products in India with annual sales of approximately $10,000 . In the preliminary purchase price allocation, goodwill of $3,327 and $2,109 of customer relationships and other intangible assets were recorded. Goodwill is not deductible for tax purposes. This business is included in the Engineered Support Structures segment and was acquired to expand the Company's geographic presence in the Asia-Pacific region. The Company expects to finalize the purchase price allocation in the fourth quarter of 2017. Proforma disclosures were omitted as this business does not have a significant impact on the Company's financial results. Acquisitions of Noncontrolling Interests In April 2016, the Company acquired the remaining 30% of IGC Galvanizing Industries (M) Sdn Bhd that it did not own for $5,841 . In June 2016, the Company acquired 5.2% of the remaining 10% of Valmont SM that it did not own for $5,168 . As these transactions were for acquisitions of part or all of the remaining shares of consolidated subsidiaries with no change in control, they were recorded within shareholders' equity and as a financing cash flow in the Consolidated Statements of Cash Flows. |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | RESTRUCTURING ACTIVITIES In April 2015, the Company's Board of Directors authorized a broad restructuring plan (the "2015 Plan") to respond to the market environment in certain businesses. During fiscal 2016, the Company incurred pre-tax restructuring charges of $4,581 as it completed the 2015 Plan. In 2016, the Company identified and executed further region specific restructuring activities (the "2016 Plan") and incurred $5,045 of pre-tax restructuring expenses in cost of sales and $2,780 of pre-tax restructuring expense in SG&A in 2016. Within the total $7,825 , were pre-tax asset impairments of $1,099 . The 2016 Plan was primarily completed by year-end 2016. The Energy and Mining segment incurred $1,607 , the Coatings segment incurred $305 , and Corporate incurred approximately $225 of restructuring expenses during the third quarter of 2016. A significant change in market conditions in any of the Company's segments may affect the Company's assessment of necessity for further restructuring activities. Liabilities recorded for the restructuring plans and changes therein for the first three quarters of fiscal 2017 were as follows: Balance at December 31, 2016 Recognized Restructuring Expense Costs Paid or Otherwise Settled Balance at September 30, 2017 Severance $ 1,597 $ — $ (1,597 ) $ — Other cash restructuring expenses 4,581 — (3,377 ) 1,204 Total $ 6,178 $ — $ (4,974 ) $ 1,204 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
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 30, 2017 and December 31, 2016 were as follows: September 30, 2017 Gross Accumulated Weighted Customer Relationships $ 200,269 $ 126,845 13 years Proprietary Software & Database 3,687 3,111 8 years Patents & Proprietary Technology 6,633 3,859 11 years Other 4,807 4,032 3 years $ 215,396 $ 137,847 December 31, 2016 Gross Accumulated Weighted Customer Relationships $ 191,316 $ 111,342 13 years Proprietary Software & Database 3,616 3,056 8 years Patents & Proprietary Technology 6,434 3,420 11 years Other 3,713 3,668 3 years $ 205,079 $ 121,486 Amortization expense for intangible assets for the thirteen and thirty-nine weeks ended September 30, 2017 and September 24, 2016 , respectively was as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2017 2016 2017 2016 4,025 3,964 11,792 12,037 Estimated annual amortization expense related to finite‑lived intangible assets is as follows: Estimated 2017 $ 15,823 2018 14,492 2019 13,718 2020 12,608 2021 10,474 The useful lives assigned to finite‑lived intangible assets included consideration of factors such as the Company’s past and expected experience related to customer retention rates, the remaining legal or contractual life of the underlying arrangement that resulted in the recognition of the intangible asset and the Company’s expected use of the intangible asset. (4) GOODWILL AND INTANGIBLE ASSETS (Continued) Non-amortized intangible assets Intangible assets with indefinite lives are not amortized. The carrying values of trade names at September 30, 2017 and December 31, 2016 were as follows: September 30, December 31, Year Acquired Webforge $ 9,362 $ 8,624 2010 Valmont SM 9,839 8,765 2014 Newmark 11,111 11,111 2004 Ingal EPS/Ingal Civil Products 7,633 7,032 2010 Donhad 5,758 5,305 2010 Shakespeare 4,000 4,000 2014 Industrial Galvanizers 2,390 2,201 2010 Other 14,448 13,747 $ 64,541 $ 60,785 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 2017. The values of each trade name was determined using the relief-from-royalty method. Based on this evaluation, no trade names were determined to be impaired. Goodwill The carrying amount of goodwill by segment as of September 30, 2017 and December 31, 2016 was as follows: Engineered Energy & Mining Segment Utility Coatings Irrigation Total Balance at December 31, 2016 $ 94,314 $ 72,212 $ 75,404 $ 59,569 $ 19,611 $ 321,110 Foreign currency translation 4,568 6,704 — 951 94 12,317 Acquisitions 3,327 — — — — 3,327 Balance at September 30, 2017 $ 102,209 $ 78,916 $ 75,404 $ 60,520 $ 19,705 $ 336,754 (4) GOODWILL AND INTANGIBLE ASSETS (Continued) The Company’s annual impairment test of goodwill was performed during the third quarter of 2017, using the discounted cash flow method. As a result of that testing, the Company determined that its goodwill was not impaired, as the valuation of the reporting units exceeded their respective carrying values. The Company's offshore and other complex steel structures reporting unit with $14,645 of goodwill, is the reporting unit with the smallest cushion between its estimated fair value and its carrying value. Sales and profitability amounts for the first nine months of 2017 approximated the amounts in the 2016 annual impairment model. The 2017 model assumes continued expansion into other highly engineered steel product offerings, such as utility support structures, where the reporting unit completed profitable projects in the past. The Company will continue to monitor the outlook for wind energy in Europe and oil and natural gas prices, which will affect the sales demand assumptions in the five year model for this reporting unit. If demand for off and onshore structures for wind energy changes significantly, the Company will perform an interim impairment test for goodwill. The Company also tracks changes in the global economy that could impact future operating results of any of its reporting units. |
CASH FLOW SUPPLEMENTARY INFORMA
CASH FLOW SUPPLEMENTARY INFORMATION | 9 Months Ended |
Sep. 30, 2017 | |
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 30, 2017 and September 24, 2016 were as follows: 2017 2016 Interest $ 22,732 $ 24,036 Income taxes 52,823 47,954 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2017 | |
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 30, 2017: Net earnings attributable to Valmont Industries, Inc. $ 35,208 $ — $ 35,208 Shares outstanding (000 omitted) 22,527 224 22,751 Per share amount $ 1.56 $ (0.01 ) $ 1.55 Thirteen weeks ended September 24, 2016: Net earnings attributable to Valmont Industries, Inc. $ 28,173 $ — $ 28,173 Shares outstanding (000 omitted) 22,505 154 22,659 Per share amount $ 1.25 $ (0.01 ) $ 1.24 Thirty-nine weeks ended September 30, 2017: Net earnings attributable to Valmont Industries, Inc. $ 119,851 $ — $ 119,851 Shares outstanding (000 omitted) 22,505 212 22,717 Per share amount $ 5.33 $ (0.05 ) $ 5.28 Thirty-nine weeks ended September 24, 2016: Net earnings attributable to Valmont Industries, Inc. $ 103,168 $ — $ 103,168 Shares outstanding (000 omitted) 22,602 139 22,741 Per share amount $ 4.56 $ (0.02 ) $ 4.54 At September 24, 2016, there were 378,566 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share. |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | BUSINESS SEGMENTS The accounting principles used in the preparation of the segment information are the same as those used for the consolidated financial statements as disclosed in Note 1, except that the segment assets and income reflect the FIFO basis of accounting for inventory. Certain inventories are accounted for using the LIFO basis in the consolidated financial statements. In the first quarter of 2017, the Company changed its reportable segment operating income to separate out the LIFO expense (benefit). Prior year financial information has been updated to reflect this change. Reportable segments are as follows: ENGINEERED SUPPORT STRUCTURES: This segment consists of the manufacture of engineered metal structures and components for the global lighting and traffic, wireless communication, and roadway safety industries; ENERGY AND MINING: This segment, all outside of the United States, consists of the manufacture of access systems applications, forged steel grinding media, on and offshore oil, gas, and wind energy structures; UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered steel and concrete structures for the global utility industry; COATINGS: This segment consists of galvanizing, anodizing and powder coating services on a global basis; and IRRIGATION: This segment consists of the manufacture of agricultural irrigation equipment and related parts and services for the global agricultural industry and tubular products for industrial customers. The Company evaluates the performance of its business segments based upon operating income and invested capital. The Company does not allocate LIFO expense, 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 30, September 24, September 30, September 24, SALES: Engineered Support Structures segment: Lighting, Traffic, and Roadway Products $ 175,184 $ 159,089 $ 498,034 $ 468,582 Communication Products 46,324 44,095 121,613 115,489 Engineered Support Structures segment 221,508 203,184 619,647 584,071 Energy and Mining segment: Offshore and Other Complex Steel Structures 25,046 27,330 75,372 76,207 Grinding Media 19,800 20,681 60,466 61,189 Access Systems 34,909 33,541 99,096 97,297 Energy and Mining segment 79,755 81,552 234,934 234,693 Utility Support Structures segment: Steel 160,948 131,085 471,072 379,157 Concrete 18,811 19,582 67,921 67,275 Utility Support Structures segment 179,759 150,667 538,993 446,432 Coatings segment 82,593 70,082 235,842 213,961 Irrigation segment 147,428 127,809 502,939 438,575 Total 711,043 633,294 2,132,355 1,917,732 INTERSEGMENT SALES: Engineered Support Structures segment 11,736 10,076 48,399 29,202 Energy & Mining segment 6 319 6 3,386 Utility Support Structures segment 1,231 276 2,448 538 Coatings segment 14,913 10,079 44,230 31,778 Irrigation segment 2,378 2,297 6,283 5,727 Total 30,264 23,047 101,366 70,631 NET SALES: Engineered Support Structures segment 209,772 193,108 571,248 554,869 Energy & Mining segment 79,749 81,233 234,928 231,307 Utility Support Structures segment 178,528 150,391 536,545 445,894 Coatings segment 67,680 60,003 191,612 182,183 Irrigation segment 145,050 125,512 496,656 432,848 Total $ 680,779 $ 610,247 $ 2,030,989 $ 1,847,101 OPERATING INCOME: Engineered Support Structures segment $ 16,226 $ 20,323 $ 45,683 $ 53,615 Energy & Mining segment 1,417 3,941 9,195 9,184 Utility Support Structures segment 22,108 16,195 65,005 48,201 Coatings segment 14,577 11,696 36,091 37,132 Irrigation segment 18,235 15,308 83,196 75,216 Adjustment to LIFO inventory valuation method (1,626 ) (2,066 ) (2,839 ) (3,192 ) Corporate (11,014 ) (12,157 ) (33,616 ) (32,745 ) Total $ 59,923 $ 53,240 $ 202,715 $ 187,411 |
GUARANTOR_NON-GUARANTOR FINANCI
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2017 | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION The Company has three tranches of senior unsecured notes. All of the senior notes are guaranteed, jointly, severally, fully and unconditionally (subject to certain customary release provisions, including sale of the subsidiary guarantor, or sale of all or substantially all of its assets) by certain of the Company’s current and future direct and indirect domestic and foreign subsidiaries (collectively the “Guarantors”), excluding its other current domestic and foreign subsidiaries which do not guarantee the debt (collectively referred to as the “Non-Guarantors”). All Guarantors are 100% owned by the parent company. Consolidated financial information for the Company ("Parent"), the Guarantor subsidiaries and the Non-Guarantor subsidiaries is as follows: CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended September 30, 2017 Parent Guarantors Non- Eliminations Total Net sales $ 284,538 $ 113,243 $ 343,818 $ (60,820 ) $ 680,779 Cost of sales 216,039 88,757 272,959 (60,570 ) 517,185 Gross profit 68,499 24,486 70,859 (250 ) 163,594 Selling, general and administrative expenses 46,451 12,046 45,174 — 103,671 Operating income 22,048 12,440 25,685 (250 ) 59,923 Other income (expense): Interest expense (10,884 ) (3,989 ) (306 ) 3,989 (11,190 ) Interest income 268 9 5,023 (3,989 ) 1,311 Other 1,379 11 (873 ) — 517 (9,237 ) (3,969 ) 3,844 — (9,362 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 12,811 8,471 29,529 (250 ) 50,561 Income tax expense (benefit): Current 9,030 3,082 9,059 (8 ) 21,163 Deferred (3,474 ) — (3,794 ) — (7,268 ) 5,556 3,082 5,265 (8 ) 13,895 Earnings before equity in earnings of nonconsolidated subsidiaries 7,255 5,389 24,264 (242 ) 36,666 Equity in earnings of nonconsolidated subsidiaries 27,953 9,965 — (37,918 ) — Net earnings 35,208 15,354 24,264 (38,160 ) 36,666 Less: Earnings attributable to noncontrolling interests — — (1,458 ) — (1,458 ) Net earnings attributable to Valmont Industries, Inc $ 35,208 $ 15,354 $ 22,806 $ (38,160 ) $ 35,208 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirty-nine Weeks Ended September 30, 2017 Parent Guarantors Non- Eliminations Total Net sales $ 893,988 $ 352,827 $ 967,130 $ (182,956 ) $ 2,030,989 Cost of sales 666,060 271,620 764,607 (182,777 ) 1,519,510 Gross profit 227,928 81,207 202,523 (179 ) 511,479 Selling, general and administrative expenses 143,590 35,555 129,619 — 308,764 Operating income 84,338 45,652 72,904 (179 ) 202,715 Other income (expense): Interest expense (32,672 ) (10,040 ) (640 ) 10,040 (33,312 ) Interest income 563 33 12,649 (10,040 ) 3,205 Other 3,900 42 (2,258 ) — 1,684 (28,209 ) (9,965 ) 9,751 — (28,423 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 56,129 35,687 82,655 (179 ) 174,292 Income tax expense (benefit): Current 19,487 13,184 17,612 (19 ) 50,264 Deferred 2,065 — (1,986 ) — 79 21,552 13,184 15,626 (19 ) 50,343 Earnings before equity in earnings of nonconsolidated subsidiaries 34,577 22,503 67,029 (160 ) 123,949 Equity in earnings of nonconsolidated subsidiaries 85,274 15,281 — (100,555 ) — Net earnings 119,851 37,784 67,029 (100,715 ) 123,949 Less: Earnings attributable to noncontrolling interests — — (4,098 ) — (4,098 ) Net earnings attributable to Valmont Industries, Inc $ 119,851 $ 37,784 $ 62,931 $ (100,715 ) $ 119,851 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended September 24, 2016 Parent Guarantors Non- Eliminations Total Net sales $ 261,928 $ 89,305 $ 300,648 $ (41,634 ) $ 610,247 Cost of sales 199,957 66,401 230,561 (41,695 ) 455,224 Gross profit 61,971 22,904 70,087 61 155,023 Selling, general and administrative expenses 46,183 11,073 44,527 — 101,783 Operating income 15,788 11,831 25,560 61 53,240 Other income (expense): Interest expense (10,920 ) (6 ) (174 ) — (11,100 ) Interest income 68 12 691 — 771 Other 1,370 12 (504 ) — 878 (9,482 ) 18 13 — (9,451 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 6,306 11,849 25,573 61 43,789 Income tax expense (benefit): Current 6,112 5,095 6,762 48 18,017 Deferred (5,321 ) — 1,572 — (3,749 ) 791 5,095 8,334 48 14,268 Earnings before equity in earnings of nonconsolidated subsidiaries 5,515 6,754 17,239 13 29,521 Equity in earnings of nonconsolidated subsidiaries 22,658 — — (22,658 ) — Net earnings 28,173 6,754 17,239 (22,645 ) 29,521 Less: Earnings attributable to noncontrolling interests — — (1,348 ) — (1,348 ) Net earnings attributable to Valmont Industries, Inc $ 28,173 $ 6,754 $ 15,891 $ (22,645 ) $ 28,173 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirty-nine Weeks Ended September 24, 2016 Parent Guarantors Non- Eliminations Total Net sales $ 837,137 $ 277,990 $ 873,673 $ (141,699 ) $ 1,847,101 Cost of sales 619,493 205,497 671,202 (140,200 ) 1,355,992 Gross profit 217,644 72,493 202,471 (1,499 ) 491,109 Selling, general and administrative expenses 133,207 33,583 136,908 — 303,698 Operating income 84,437 38,910 65,563 (1,499 ) 187,411 Other income (expense): Interest expense (32,768 ) (9 ) (499 ) — (33,276 ) Interest income 181 51 2,057 — 2,289 Other 1,694 39 (1,281 ) — 452 (30,893 ) 81 277 — (30,535 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 53,544 38,991 65,840 (1,499 ) 156,876 Income tax expense (benefit): Current 22,086 13,909 15,762 (481 ) 51,276 Deferred (1,834 ) — 300 — (1,534 ) 20,252 13,909 16,062 (481 ) 49,742 Earnings before equity in earnings of nonconsolidated subsidiaries 33,292 25,082 49,778 (1,018 ) 107,134 Equity in earnings of nonconsolidated subsidiaries 69,876 7,859 — (77,735 ) — Net earnings 103,168 32,941 49,778 (78,753 ) 107,134 Less: Earnings attributable to noncontrolling interests — — (3,966 ) — (3,966 ) Net earnings attributable to Valmont Industries, Inc $ 103,168 $ 32,941 $ 45,812 $ (78,753 ) $ 103,168 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended September 30, 2017 Parent Guarantors Non- Eliminations Total Net earnings $ 35,208 $ 15,354 $ 24,264 $ (38,160 ) $ 36,666 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (3,613 ) 23,143 — 19,530 Unrealized gain/(loss) on hedging activities: Net investment hedge (740 ) — — — (740 ) Amortization cost included in interest expense 19 — — — 19 Equity in other comprehensive income 18,418 — — (18,418 ) — Other comprehensive income (loss) 17,697 (3,613 ) 23,143 (18,418 ) 18,809 Comprehensive income (loss) 52,905 11,741 47,407 (56,578 ) 55,475 Comprehensive income attributable to noncontrolling interests — — (2,570 ) — (2,570 ) Comprehensive income (loss) attributable to Valmont Industries, Inc. $ 52,905 $ 11,741 $ 44,837 $ (56,578 ) $ 52,905 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirty-nine Weeks Ended September 30, 2017 Parent Guarantors Non- Eliminations Total Net earnings $ 119,851 $ 37,784 $ 67,029 $ (100,715 ) $ 123,949 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — 64,411 (3,940 ) — 60,471 Unrealized gain/(loss) on hedging activities: Net investment hedge (1,816 ) — — (1,816 ) Amortization cost included in interest expense 56 — — — 56 Equity in other comprehensive income 60,017 — — (60,017 ) — Other comprehensive income (loss) 58,257 64,411 (3,940 ) (60,017 ) 58,711 Comprehensive income (loss) 178,108 102,195 63,089 (160,732 ) 182,660 Comprehensive income attributable to noncontrolling interests — — (4,552 ) — (4,552 ) Comprehensive income (loss) attributable to Valmont Industries, Inc. $ 178,108 $ 102,195 $ 58,537 $ (160,732 ) $ 178,108 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended September 24, 2016 Parent Guarantors Non- Eliminations Total Net earnings $ 28,173 $ 6,754 $ 17,239 $ (22,645 ) $ 29,521 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (114 ) 884 — 770 Unrealized gain/(loss) on hedging activities: Net investment hedge 1,972 — — — 1,972 Amortization cost included in interest expense 18 — — — 18 Equity in other comprehensive income 500 — — (500 ) — Other comprehensive income (loss) 2,490 (114 ) 884 (500 ) 2,760 Comprehensive income (loss) 30,663 6,640 18,123 (23,145 ) 32,281 Comprehensive income attributable to noncontrolling interests — — (1,618 ) — (1,618 ) Comprehensive income (loss) attributable to Valmont Industries, Inc. $ 30,663 $ 6,640 $ 16,505 $ (23,145 ) $ 30,663 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirty-nine Weeks Ended September 24, 2016 Parent Guarantors Non- Eliminations Total Net earnings $ 103,168 $ 32,941 $ 49,778 $ (78,753 ) $ 107,134 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (263 ) (1,675 ) — (1,938 ) Unrealized gain/(loss) on hedging activities: Net Investment Hedge 4,897 — — — 4,897 Amortization cost included in interest expense 56 — — — 56 Equity in other comprehensive income (3,704 ) — — 3,704 — Other comprehensive income (loss) 1,249 (263 ) (1,675 ) 3,704 3,015 Comprehensive income (loss) 104,417 32,678 48,103 (75,049 ) 110,149 Comprehensive income attributable to noncontrolling interests — — (5,732 ) — (5,732 ) Comprehensive income (loss) attributable to Valmont Industries, Inc. $ 104,417 $ 32,678 $ 42,371 $ (75,049 ) $ 104,417 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2017 Parent Guarantors Non- Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 118,499 $ 4,167 $ 370,824 $ — $ 493,490 Receivables, net 152,290 69,781 270,771 — 492,842 Inventories 141,774 46,747 219,046 (4,333 ) 403,234 Prepaid expenses, restricted cash, and other assets 8,903 1,023 40,138 — 50,064 Refundable income taxes 8,493 — — — 8,493 Total current assets 429,959 121,718 900,779 (4,333 ) 1,448,123 Property, plant and equipment, at cost 558,484 158,087 453,283 — 1,169,854 Less accumulated depreciation and amortization 369,620 82,708 195,102 — 647,430 Net property, plant and equipment 188,864 75,379 258,181 — 522,424 Goodwill 20,108 110,562 206,084 — 336,754 Other intangible assets 144 32,204 109,742 — 142,090 Investment in subsidiaries and intercompany accounts 1,392,533 1,180,732 1,029,831 (3,603,096 ) — Other assets 47,613 — 113,167 — 160,780 Total assets $ 2,079,221 $ 1,520,595 $ 2,617,784 $ (3,607,429 ) $ 2,610,171 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ — $ — $ 949 $ — $ 949 Notes payable to banks — — 197 — 197 Accounts payable 59,467 8,032 148,605 — 216,104 Accrued employee compensation and benefits 40,760 8,293 32,441 — 81,494 Accrued expenses 44,896 9,222 52,120 — 106,238 Dividends payable 8,478 — — — 8,478 Total current liabilities 153,601 25,547 234,312 — 413,460 Deferred income taxes 15,617 — 12,566 — 28,183 Long-term debt, excluding current installments 750,933 185,674 10,060 (192,465 ) 754,202 Defined benefit pension liability — — 199,562 — 199,562 Deferred compensation 43,077 — 5,535 — 48,612 Other noncurrent liabilities 3,159 5 10,393 — 13,557 Shareholders’ equity: Common stock of $1 par value 27,900 457,950 648,682 (1,106,632 ) 27,900 Additional paid-in capital — 166,789 1,107,536 (1,274,325 ) — Retained earnings 1,974,601 684,532 636,283 (1,320,815 ) 1,974,601 Accumulated other comprehensive income (loss) (288,102 ) 98 (286,906 ) 286,808 (288,102 ) Treasury stock (601,565 ) — — — (601,565 ) Total Valmont Industries, Inc. shareholders’ equity 1,112,834 1,309,369 2,105,595 (3,414,964 ) 1,112,834 Noncontrolling interest in consolidated subsidiaries — — 39,761 — 39,761 Total shareholders’ equity 1,112,834 1,309,369 2,145,356 (3,414,964 ) 1,152,595 Total liabilities and shareholders’ equity $ 2,079,221 $ 1,520,595 $ 2,617,784 $ (3,607,429 ) $ 2,610,171 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2016 Parent Guarantors Non- Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 67,225 $ 6,071 $ 326,652 $ — $ 399,948 Receivables, net 134,351 60,522 244,469 — 439,342 Inventories 126,669 45,457 182,056 (4,154 ) 350,028 Prepaid expenses 13,271 880 43,146 — 57,297 Refundable income taxes 6,601 — — — 6,601 Total current assets 348,117 112,930 796,323 (4,154 ) 1,253,216 Property, plant and equipment, at cost 547,076 153,596 405,064 — 1,105,736 Less accumulated depreciation and amortization 352,960 76,776 157,665 — 587,401 Net property, plant and equipment 194,116 76,820 247,399 — 518,335 Goodwill 20,108 110,561 190,441 — 321,110 Other intangible assets 184 35,953 108,241 — 144,378 Investment in subsidiaries and intercompany accounts 1,279,413 901,758 1,089,369 (3,270,540 ) — Other assets 43,880 — 110,812 — 154,692 Total assets $ 1,885,818 $ 1,238,022 $ 2,542,585 $ (3,274,694 ) $ 2,391,731 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ — $ — $ 851 $ — $ 851 Notes payable to banks — — 746 — 746 Accounts payable 52,272 15,732 109,484 — 177,488 Accrued employee compensation and benefits 34,508 7,243 30,653 — 72,404 Accrued expenses 30,261 15,242 44,411 — 89,914 Dividends payable 8,445 — — — 8,445 Total current liabilities 125,486 38,217 186,145 — 349,848 Deferred income taxes 22,481 — 13,322 — 35,803 Long-term debt, excluding current installments 751,251 — 3,544 — 754,795 Defined benefit pension liability — — 209,470 — 209,470 Deferred compensation 39,476 — 4,843 — 44,319 Other noncurrent liabilities 3,642 5 11,263 — 14,910 Shareholders’ equity: Common stock of $1 par value 27,900 457,950 648,683 (1,106,633 ) 27,900 Additional paid-in capital — 159,414 1,107,536 (1,266,950 ) — Retained earnings 1,874,722 646,749 603,338 (1,250,087 ) 1,874,722 Accumulated other comprehensive income (346,359 ) (64,313 ) (284,663 ) 348,976 (346,359 ) Treasury stock (612,781 ) — — — (612,781 ) Total Valmont Industries, Inc. shareholders’ equity 943,482 1,199,800 2,074,894 (3,274,694 ) 943,482 Noncontrolling interest in consolidated subsidiaries — — 39,104 — 39,104 Total shareholders’ equity 943,482 1,199,800 2,113,998 (3,274,694 ) 982,586 Total liabilities and shareholders’ equity $ 1,885,818 $ 1,238,022 $ 2,542,585 $ (3,274,694 ) $ 2,391,731 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirty-nine Weeks Ended September 30, 2017 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 119,851 $ 37,784 $ 67,029 $ (100,715 ) $ 123,949 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 19,600 11,130 32,770 — 63,500 Noncash loss on trading securities — — 395 — 395 Stock-based compensation 7,300 — — — 7,300 Defined benefit pension plan expense — — 481 — 481 Contribution to defined benefit pension plan — — (26,064 ) — (26,064 ) Decrease in restricted cash - pension plan trust — — 12,568 — 12,568 Loss (gain) on sale of property, plant and equipment (725 ) 59 (66 ) — (732 ) Equity in earnings in nonconsolidated subsidiaries (85,274 ) (15,281 ) — 100,555 — Deferred income taxes 2,065 — (1,986 ) — 79 Changes in assets and liabilities: Receivables (16,190 ) (9,259 ) (14,135 ) — (39,584 ) Inventories (15,105 ) (1,290 ) (25,329 ) 179 (41,545 ) Prepaid expenses and other assets (2,501 ) (144 ) (8,991 ) — (11,636 ) Accounts payable 7,196 (7,700 ) 29,399 — 28,895 Accrued expenses 20,887 (4,971 ) 4,241 — 20,157 Other noncurrent liabilities (381 ) — (1,246 ) — (1,627 ) Income taxes payable (refundable) (11,403 ) 802 8,869 — (1,732 ) Net cash flows from operating activities 45,320 11,130 77,935 19 134,404 Cash flows from investing activities: Purchase of property, plant and equipment (14,046 ) (5,952 ) (19,900 ) — (39,898 ) Proceeds from sale of assets 745 (48 ) 878 — 1,575 Acquisitions, net of cash acquired — — (5,362 ) — (5,362 ) Proceeds from settlement of net investment hedge 5,123 — — — 5,123 Other, net 15,714 (8,985 ) (10,172 ) (19 ) (3,462 ) Net cash flows from investing activities 7,536 (14,985 ) (34,556 ) (19 ) (42,024 ) Cash flows from financing activities: Net borrowings under short-term agreements — — (549 ) — (549 ) Principal payments on long-term borrowings — (658 ) — (658 ) Dividends paid (25,386 ) — — — (25,386 ) Dividends to noncontrolling interest — (3,895 ) — (3,895 ) Intercompany dividends 22,662 — (22,662 ) — — Intercompany interest on long-term note — (5,669 ) 5,669 — — Intercompany capital contribution (7,375 ) 7,375 — — — Proceeds from exercises under stock plans 12,446 — — — 12,446 Purchase of common treasury shares - stock plan exercises (3,929 ) — — — (3,929 ) Net cash flows from financing activities (1,582 ) 1,706 (22,095 ) — (21,971 ) Effect of exchange rate changes on cash and cash equivalents — 245 22,888 — 23,133 Net change in cash and cash equivalents 51,274 (1,904 ) 44,172 — 93,542 Cash and cash equivalents—beginning of year 67,225 6,071 326,652 — 399,948 Cash and cash equivalents—end of period $ 118,499 $ 4,167 $ 370,824 $ — $ 493,490 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirty-nine Weeks Ended September 24, 2016 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 103,168 $ 32,941 $ 49,778 $ (78,753 ) $ 107,134 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 20,482 9,897 30,863 — 61,242 Noncash loss on trading securities — — 973 — 973 Impairment of assets - restructuring activities — — 618 — 618 Stock-based compensation 6,572 — — — 6,572 Change in fair value of contingent consideration — — (3,527 ) — (3,527 ) Defined benefit pension plan expense — — 1,486 — 1,486 Contribution to defined benefit pension plan — — (712 ) — (712 ) Increase in restricted cash - pension plan trust — — (13,652 ) — (13,652 ) Loss (gain) on sale of property, plant and equipment 2 117 131 — 250 Equity in earnings in nonconsolidated subsidiaries (69,876 ) (7,859 ) — 77,735 — Deferred income taxes (1,834 ) — 300 — (1,534 ) Changes in assets and liabilities: Receivables (10,501 ) 14,969 11,968 — 16,436 Inventories (11,847 ) (5,024 ) (19,041 ) 1,499 (34,413 ) Prepaid expenses (4,526 ) 76 (6,174 ) — (10,624 ) Accounts payable (16,605 ) 2,530 2,737 — (11,338 ) Accrued expenses 11,179 (7,218 ) (689 ) — 3,272 Other noncurrent liabilities (252 ) 5 487 — 240 Income taxes payable (refundable) 19,132 (16,444 ) 2,143 — 4,831 Net cash flows from operating activities 45,094 23,990 57,689 481 127,254 Cash flows from investing activities: Purchase of property, plant and equipment (5,699 ) (17,944 ) (18,590 ) — (42,233 ) Proceeds from sale of assets 36 84 3,818 — 3,938 Other, net 13,070 (4,488 ) (10,925 ) (481 ) (2,824 ) Net cash flows from investing activities 7,407 (22,348 ) (25,697 ) (481 ) (41,119 ) Cash flows from financing activities: Net borrowings under short-term agreements — — (128 ) — (128 ) Principal payments on long-term borrowings (215 ) — (1,348 ) — (1,563 ) Dividends paid (25,604 ) — — — (25,604 ) Dividends to noncontrolling interest — — (2,527 ) — (2,527 ) Purchase of noncontrolling interest (137 ) — (10,872 ) — (11,009 ) Proceeds from exercises under stock plans 6,509 — — — 6,509 Purchase of treasury shares (46,581 ) — — — (46,581 ) Purchase of common treasury shares - stock plan exercises (1,453 ) — — — (1,453 ) Net cash flows from financing activities (67,481 ) — (14,875 ) — (82,356 ) Effect of exchange rate changes on cash and cash equivalents — 168 (3,646 ) — (3,478 ) Net change in cash and cash equivalents (14,980 ) 1,810 13,471 — 301 Cash and cash equivalents—beginning of year 62,281 4,008 282,785 — 349,074 Cash and cash equivalents—end of period $ 47,301 $ 5,818 $ 296,256 $ — $ 349,375 |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheet as of September 30, 2017 , the Condensed Consolidated Statements of Earnings and Comprehensive Income for the thirteen and thirty-nine weeks ended September 30, 2017 and September 24, 2016 , and the Condensed Consolidated Statements of Cash Flows and Shareholders' Equity for the thirty-nine week periods then ended have been prepared by the Company, without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of September 30, 2017 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 31, 2016 . 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 31, 2016 . The results of operations for the period ended September 30, 2017 are not necessarily indicative of the operating results for the full year. |
Inventories | Inventories Approximately 36% and 38% of inventory is valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market as of September 30, 2017 and December 31, 2016 . 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 30, 2017 and September 24, 2016 , were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2017 2016 2017 2016 United States $ 28,886 $ 21,550 $ 115,082 $ 105,390 Foreign 21,675 22,239 59,210 51,486 $ 50,561 $ 43,789 $ 174,292 $ 156,876 |
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 30, 2017 , 704,818 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization. Under the plans, the exercise price of each option equals the closing market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three to six years or on the fifth anniversary of the grant. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Expiration of grants is from seven to ten years from the date of grant. |
Fair Value | Fair Value The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three‑level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. |
Comprehensive Income | Comprehensive Income Comprehensive income includes net earnings, currency translation adjustments, certain derivative-related activity and changes in net actuarial gains/losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. |
Subsequent Events | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-9, Revenue from Contracts with Customers (Topic 606), which supersedes the revenue recognition requirements in Accounting Standards Codification ("ASC") 605, Revenue Recognition . The new revenue recognition standard requires entities to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. This standard is effective for interim and annual reporting periods beginning after December 15, 2017, and can be adopted either retrospectively or as a cumulative effect adjustment as of the date of adoption. Early adoption is permitted for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated results of operations and financial position. One area under assessment is the timing of revenue recognition for the Company’s product lines that are custom engineered to a single customer’s specifications resulting in limited ability that the asset can be used for another customer. These product lines reside in the Utility and Engineered Support Structures segments. When the terms and conditions allow the Company to bill a customer for full compensation on a canceled order for the performance completed to date, revenue will be recognized over the production period and not the current practice which is upon shipment or time of delivery to the customer. The Company is also evaluating the necessary changes to its internal control processes to recognize revenue over time using an inputs based model after adoption. Based on the current status of the evaluation, the adoption of the standard is not expected to have a material effect on the amounts or timing of revenue recognition for the Company’s other segments. The Company expects to adopt the new standard using the modified retrospective approach effective January 1, 2018. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Components of inventories | Inventories consisted of the following: September 30, December 31, Raw materials and purchased parts $ 175,222 $ 143,659 Work-in-process 35,126 27,291 Finished goods and manufactured goods 233,772 217,125 Subtotal 444,120 388,075 Less: LIFO reserve 40,886 38,047 $ 403,234 $ 350,028 |
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 30, 2017 and September 24, 2016 , were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2017 2016 2017 2016 United States $ 28,886 $ 21,550 $ 115,082 $ 105,390 Foreign 21,675 22,239 59,210 51,486 $ 50,561 $ 43,789 $ 174,292 $ 156,876 |
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 30, 2017 and September 24, 2016 were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended Net periodic (benefit) expense: 2017 2016 2017 2016 Interest cost $ 4,676 $ 6,092 $ 13,475 $ 19,134 Expected return on plan assets (5,277 ) (5,565 ) (15,208 ) (17,648 ) Amortization of actuarial loss 768 — 2,214 — Net periodic expense $ 167 $ 527 $ 481 $ 1,486 |
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 30, 2017 and September 24, 2016 , respectively, were as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2017 2016 2017 2016 Compensation expense $ 1,290 $ 1,399 $ 3,868 $ 4,358 Income tax benefits 496 539 1,489 1,678 |
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 $ 41,062 $ 41,062 $ — $ — Fair Value Measurement Using: Carrying Value Quoted Prices in Significant Other Significant Assets: Trading Securities $ 37,800 $ 37,800 $ — $ — |
Components of accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) consisted of the following at September 30, 2017 and December 31, 2016: Foreign Currency Translation Adjustments Gain/(Loss) on Hedging Activities Defined Benefit Pension Plan Accumulated Other Comprehensive Loss Balance at December 31, 2016 $ (251,228 ) $ 7,978 $ (103,109 ) $ (346,359 ) Current-period comprehensive income (loss) 60,017 (1,760 ) — 58,257 Balance at September 30, 2017 $ (191,211 ) $ 6,218 $ (103,109 ) $ (288,102 ) |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | |
Schedule of liabilities recorded for the restructuring plan and changes | Liabilities recorded for the restructuring plans and changes therein for the first three quarters of fiscal 2017 were as follows: Balance at December 31, 2016 Recognized Restructuring Expense Costs Paid or Otherwise Settled Balance at September 30, 2017 Severance $ 1,597 $ — $ (1,597 ) $ — Other cash restructuring expenses 4,581 — (3,377 ) 1,204 Total $ 6,178 $ — $ (4,974 ) $ 1,204 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of components of amortized intangible assets | he components of amortized intangible assets at September 30, 2017 and December 31, 2016 were as follows: September 30, 2017 Gross Accumulated Weighted Customer Relationships $ 200,269 $ 126,845 13 years Proprietary Software & Database 3,687 3,111 8 years Patents & Proprietary Technology 6,633 3,859 11 years Other 4,807 4,032 3 years $ 215,396 $ 137,847 December 31, 2016 Gross Accumulated Weighted Customer Relationships $ 191,316 $ 111,342 13 years Proprietary Software & Database 3,616 3,056 8 years Patents & Proprietary Technology 6,434 3,420 11 years Other 3,713 3,668 3 years $ 205,079 $ 121,486 |
Schedule of amortization expense for intangible assets | Amortization expense for intangible assets for the thirteen and thirty-nine weeks ended September 30, 2017 and September 24, 2016 , respectively was as follows: Thirteen Weeks Ended Thirty-nine Weeks Ended 2017 2016 2017 2016 4,025 3,964 11,792 12,037 |
Schedule of future estimated amortization expense | Estimated annual amortization expense related to finite‑lived intangible assets is as follows: Estimated 2017 $ 15,823 2018 14,492 2019 13,718 2020 12,608 2021 10,474 |
Schedule of non-amortized intangible assets | The carrying values of trade names at September 30, 2017 and December 31, 2016 were as follows: September 30, December 31, Year Acquired Webforge $ 9,362 $ 8,624 2010 Valmont SM 9,839 8,765 2014 Newmark 11,111 11,111 2004 Ingal EPS/Ingal Civil Products 7,633 7,032 2010 Donhad 5,758 5,305 2010 Shakespeare 4,000 4,000 2014 Industrial Galvanizers 2,390 2,201 2010 Other 14,448 13,747 $ 64,541 $ 60,785 |
Schedule of carrying amount of goodwill | The carrying amount of goodwill by segment as of September 30, 2017 and December 31, 2016 was as follows: Engineered Energy & Mining Segment Utility Coatings Irrigation Total Balance at December 31, 2016 $ 94,314 $ 72,212 $ 75,404 $ 59,569 $ 19,611 $ 321,110 Foreign currency translation 4,568 6,704 — 951 94 12,317 Acquisitions 3,327 — — — — 3,327 Balance at September 30, 2017 $ 102,209 $ 78,916 $ 75,404 $ 60,520 $ 19,705 $ 336,754 |
CASH FLOW SUPPLEMENTARY INFOR21
CASH FLOW SUPPLEMENTARY INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 30, 2017 and September 24, 2016 were as follows: 2017 2016 Interest $ 22,732 $ 24,036 Income taxes 52,823 47,954 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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 30, 2017: Net earnings attributable to Valmont Industries, Inc. $ 35,208 $ — $ 35,208 Shares outstanding (000 omitted) 22,527 224 22,751 Per share amount $ 1.56 $ (0.01 ) $ 1.55 Thirteen weeks ended September 24, 2016: Net earnings attributable to Valmont Industries, Inc. $ 28,173 $ — $ 28,173 Shares outstanding (000 omitted) 22,505 154 22,659 Per share amount $ 1.25 $ (0.01 ) $ 1.24 Thirty-nine weeks ended September 30, 2017: Net earnings attributable to Valmont Industries, Inc. $ 119,851 $ — $ 119,851 Shares outstanding (000 omitted) 22,505 212 22,717 Per share amount $ 5.33 $ (0.05 ) $ 5.28 Thirty-nine weeks ended September 24, 2016: Net earnings attributable to Valmont Industries, Inc. $ 103,168 $ — $ 103,168 Shares outstanding (000 omitted) 22,602 139 22,741 Per share amount $ 4.56 $ (0.02 ) $ 4.54 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment reporting information of sales and operating income | (7) BUSINESS SEGMENTS (Continued) Summary by Business Thirteen Weeks Ended Thirty-nine Weeks Ended September 30, September 24, September 30, September 24, SALES: Engineered Support Structures segment: Lighting, Traffic, and Roadway Products $ 175,184 $ 159,089 $ 498,034 $ 468,582 Communication Products 46,324 44,095 121,613 115,489 Engineered Support Structures segment 221,508 203,184 619,647 584,071 Energy and Mining segment: Offshore and Other Complex Steel Structures 25,046 27,330 75,372 76,207 Grinding Media 19,800 20,681 60,466 61,189 Access Systems 34,909 33,541 99,096 97,297 Energy and Mining segment 79,755 81,552 234,934 234,693 Utility Support Structures segment: Steel 160,948 131,085 471,072 379,157 Concrete 18,811 19,582 67,921 67,275 Utility Support Structures segment 179,759 150,667 538,993 446,432 Coatings segment 82,593 70,082 235,842 213,961 Irrigation segment 147,428 127,809 502,939 438,575 Total 711,043 633,294 2,132,355 1,917,732 INTERSEGMENT SALES: Engineered Support Structures segment 11,736 10,076 48,399 29,202 Energy & Mining segment 6 319 6 3,386 Utility Support Structures segment 1,231 276 2,448 538 Coatings segment 14,913 10,079 44,230 31,778 Irrigation segment 2,378 2,297 6,283 5,727 Total 30,264 23,047 101,366 70,631 NET SALES: Engineered Support Structures segment 209,772 193,108 571,248 554,869 Energy & Mining segment 79,749 81,233 234,928 231,307 Utility Support Structures segment 178,528 150,391 536,545 445,894 Coatings segment 67,680 60,003 191,612 182,183 Irrigation segment 145,050 125,512 496,656 432,848 Total $ 680,779 $ 610,247 $ 2,030,989 $ 1,847,101 OPERATING INCOME: Engineered Support Structures segment $ 16,226 $ 20,323 $ 45,683 $ 53,615 Energy & Mining segment 1,417 3,941 9,195 9,184 Utility Support Structures segment 22,108 16,195 65,005 48,201 Coatings segment 14,577 11,696 36,091 37,132 Irrigation segment 18,235 15,308 83,196 75,216 Adjustment to LIFO inventory valuation method (1,626 ) (2,066 ) (2,839 ) (3,192 ) Corporate (11,014 ) (12,157 ) (33,616 ) (32,745 ) Total $ 59,923 $ 53,240 $ 202,715 $ 187,411 |
GUARANTOR_NON-GUARANTOR FINAN24
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION | |
Condensed Consolidated Statements of Earnings | CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirteen weeks ended September 30, 2017 Parent Guarantors Non- Eliminations Total Net sales $ 284,538 $ 113,243 $ 343,818 $ (60,820 ) $ 680,779 Cost of sales 216,039 88,757 272,959 (60,570 ) 517,185 Gross profit 68,499 24,486 70,859 (250 ) 163,594 Selling, general and administrative expenses 46,451 12,046 45,174 — 103,671 Operating income 22,048 12,440 25,685 (250 ) 59,923 Other income (expense): Interest expense (10,884 ) (3,989 ) (306 ) 3,989 (11,190 ) Interest income 268 9 5,023 (3,989 ) 1,311 Other 1,379 11 (873 ) — 517 (9,237 ) (3,969 ) 3,844 — (9,362 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 12,811 8,471 29,529 (250 ) 50,561 Income tax expense (benefit): Current 9,030 3,082 9,059 (8 ) 21,163 Deferred (3,474 ) — (3,794 ) — (7,268 ) 5,556 3,082 5,265 (8 ) 13,895 Earnings before equity in earnings of nonconsolidated subsidiaries 7,255 5,389 24,264 (242 ) 36,666 Equity in earnings of nonconsolidated subsidiaries 27,953 9,965 — (37,918 ) — Net earnings 35,208 15,354 24,264 (38,160 ) 36,666 Less: Earnings attributable to noncontrolling interests — — (1,458 ) — (1,458 ) Net earnings attributable to Valmont Industries, Inc $ 35,208 $ 15,354 $ 22,806 $ (38,160 ) $ 35,208 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS For the Thirty-nine Weeks Ended September 30, 2017 Parent Guarantors Non- Eliminations Total Net sales $ 893,988 $ 352,827 $ 967,130 $ (182,956 ) $ 2,030,989 Cost of sales 666,060 271,620 764,607 (182,777 ) 1,519,510 Gross profit 227,928 81,207 202,523 (179 ) 511,479 Selling, general and administrative expenses 143,590 35,555 129,619 — 308,764 Operating income 84,338 45,652 72,904 (179 ) 202,715 Other income (expense): Interest expense (32,672 ) (10,040 ) (640 ) 10,040 (33,312 ) Interest income 563 33 12,649 (10,040 ) 3,205 Other 3,900 42 (2,258 ) — 1,684 (28,209 ) (9,965 ) 9,751 — (28,423 ) Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries 56,129 35,687 82,655 (179 ) 174,292 Income tax expense (benefit): Current 19,487 13,184 17,612 (19 ) 50,264 Deferred 2,065 — (1,986 ) — 79 21,552 13,184 15,626 (19 ) 50,343 Earnings before equity in earnings of nonconsolidated subsidiaries 34,577 22,503 67,029 (160 ) 123,949 Equity in earnings of nonconsolidated subsidiaries 85,274 15,281 — (100,555 ) — Net earnings 119,851 37,784 67,029 (100,715 ) 123,949 Less: Earnings attributable to noncontrolling interests — — (4,098 ) — (4,098 ) Net earnings attributable to Valmont Industries, Inc $ 119,851 $ 37,784 $ 62,931 $ (100,715 ) $ 119,851 |
Condensed Consolidated Statements of Comprehensive Income | CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended September 30, 2017 Parent Guarantors Non- Eliminations Total Net earnings $ 35,208 $ 15,354 $ 24,264 $ (38,160 ) $ 36,666 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (3,613 ) 23,143 — 19,530 Unrealized gain/(loss) on hedging activities: Net investment hedge (740 ) — — — (740 ) Amortization cost included in interest expense 19 — — — 19 Equity in other comprehensive income 18,418 — — (18,418 ) — Other comprehensive income (loss) 17,697 (3,613 ) 23,143 (18,418 ) 18,809 Comprehensive income (loss) 52,905 11,741 47,407 (56,578 ) 55,475 Comprehensive income attributable to noncontrolling interests — — (2,570 ) — (2,570 ) Comprehensive income (loss) attributable to Valmont Industries, Inc. $ 52,905 $ 11,741 $ 44,837 $ (56,578 ) $ 52,905 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirty-nine Weeks Ended September 30, 2017 Parent Guarantors Non- Eliminations Total Net earnings $ 119,851 $ 37,784 $ 67,029 $ (100,715 ) $ 123,949 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — 64,411 (3,940 ) — 60,471 Unrealized gain/(loss) on hedging activities: Net investment hedge (1,816 ) — — (1,816 ) Amortization cost included in interest expense 56 — — — 56 Equity in other comprehensive income 60,017 — — (60,017 ) — Other comprehensive income (loss) 58,257 64,411 (3,940 ) (60,017 ) 58,711 Comprehensive income (loss) 178,108 102,195 63,089 (160,732 ) 182,660 Comprehensive income attributable to noncontrolling interests — — (4,552 ) — (4,552 ) Comprehensive income (loss) attributable to Valmont Industries, Inc. $ 178,108 $ 102,195 $ 58,537 $ (160,732 ) $ 178,108 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirteen weeks ended September 24, 2016 Parent Guarantors Non- Eliminations Total Net earnings $ 28,173 $ 6,754 $ 17,239 $ (22,645 ) $ 29,521 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (114 ) 884 — 770 Unrealized gain/(loss) on hedging activities: Net investment hedge 1,972 — — — 1,972 Amortization cost included in interest expense 18 — — — 18 Equity in other comprehensive income 500 — — (500 ) — Other comprehensive income (loss) 2,490 (114 ) 884 (500 ) 2,760 Comprehensive income (loss) 30,663 6,640 18,123 (23,145 ) 32,281 Comprehensive income attributable to noncontrolling interests — — (1,618 ) — (1,618 ) Comprehensive income (loss) attributable to Valmont Industries, Inc. $ 30,663 $ 6,640 $ 16,505 $ (23,145 ) $ 30,663 CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME For the Thirty-nine Weeks Ended September 24, 2016 Parent Guarantors Non- Eliminations Total Net earnings $ 103,168 $ 32,941 $ 49,778 $ (78,753 ) $ 107,134 Other comprehensive income (loss), net of tax: Foreign currency translation adjustments: Unrealized translation gain (loss) — (263 ) (1,675 ) — (1,938 ) Unrealized gain/(loss) on hedging activities: Net Investment Hedge 4,897 — — — 4,897 Amortization cost included in interest expense 56 — — — 56 Equity in other comprehensive income (3,704 ) — — 3,704 — Other comprehensive income (loss) 1,249 (263 ) (1,675 ) 3,704 3,015 Comprehensive income (loss) 104,417 32,678 48,103 (75,049 ) 110,149 Comprehensive income attributable to noncontrolling interests — — (5,732 ) — (5,732 ) Comprehensive income (loss) attributable to Valmont Industries, Inc. $ 104,417 $ 32,678 $ 42,371 $ (75,049 ) $ 104,417 |
Condensed Consolidated Balance Sheets | CONDENSED CONSOLIDATED BALANCE SHEETS September 30, 2017 Parent Guarantors Non- Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 118,499 $ 4,167 $ 370,824 $ — $ 493,490 Receivables, net 152,290 69,781 270,771 — 492,842 Inventories 141,774 46,747 219,046 (4,333 ) 403,234 Prepaid expenses, restricted cash, and other assets 8,903 1,023 40,138 — 50,064 Refundable income taxes 8,493 — — — 8,493 Total current assets 429,959 121,718 900,779 (4,333 ) 1,448,123 Property, plant and equipment, at cost 558,484 158,087 453,283 — 1,169,854 Less accumulated depreciation and amortization 369,620 82,708 195,102 — 647,430 Net property, plant and equipment 188,864 75,379 258,181 — 522,424 Goodwill 20,108 110,562 206,084 — 336,754 Other intangible assets 144 32,204 109,742 — 142,090 Investment in subsidiaries and intercompany accounts 1,392,533 1,180,732 1,029,831 (3,603,096 ) — Other assets 47,613 — 113,167 — 160,780 Total assets $ 2,079,221 $ 1,520,595 $ 2,617,784 $ (3,607,429 ) $ 2,610,171 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ — $ — $ 949 $ — $ 949 Notes payable to banks — — 197 — 197 Accounts payable 59,467 8,032 148,605 — 216,104 Accrued employee compensation and benefits 40,760 8,293 32,441 — 81,494 Accrued expenses 44,896 9,222 52,120 — 106,238 Dividends payable 8,478 — — — 8,478 Total current liabilities 153,601 25,547 234,312 — 413,460 Deferred income taxes 15,617 — 12,566 — 28,183 Long-term debt, excluding current installments 750,933 185,674 10,060 (192,465 ) 754,202 Defined benefit pension liability — — 199,562 — 199,562 Deferred compensation 43,077 — 5,535 — 48,612 Other noncurrent liabilities 3,159 5 10,393 — 13,557 Shareholders’ equity: Common stock of $1 par value 27,900 457,950 648,682 (1,106,632 ) 27,900 Additional paid-in capital — 166,789 1,107,536 (1,274,325 ) — Retained earnings 1,974,601 684,532 636,283 (1,320,815 ) 1,974,601 Accumulated other comprehensive income (loss) (288,102 ) 98 (286,906 ) 286,808 (288,102 ) Treasury stock (601,565 ) — — — (601,565 ) Total Valmont Industries, Inc. shareholders’ equity 1,112,834 1,309,369 2,105,595 (3,414,964 ) 1,112,834 Noncontrolling interest in consolidated subsidiaries — — 39,761 — 39,761 Total shareholders’ equity 1,112,834 1,309,369 2,145,356 (3,414,964 ) 1,152,595 Total liabilities and shareholders’ equity $ 2,079,221 $ 1,520,595 $ 2,617,784 $ (3,607,429 ) $ 2,610,171 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED BALANCE SHEETS December 31, 2016 Parent Guarantors Non- Eliminations Total ASSETS Current assets: Cash and cash equivalents $ 67,225 $ 6,071 $ 326,652 $ — $ 399,948 Receivables, net 134,351 60,522 244,469 — 439,342 Inventories 126,669 45,457 182,056 (4,154 ) 350,028 Prepaid expenses 13,271 880 43,146 — 57,297 Refundable income taxes 6,601 — — — 6,601 Total current assets 348,117 112,930 796,323 (4,154 ) 1,253,216 Property, plant and equipment, at cost 547,076 153,596 405,064 — 1,105,736 Less accumulated depreciation and amortization 352,960 76,776 157,665 — 587,401 Net property, plant and equipment 194,116 76,820 247,399 — 518,335 Goodwill 20,108 110,561 190,441 — 321,110 Other intangible assets 184 35,953 108,241 — 144,378 Investment in subsidiaries and intercompany accounts 1,279,413 901,758 1,089,369 (3,270,540 ) — Other assets 43,880 — 110,812 — 154,692 Total assets $ 1,885,818 $ 1,238,022 $ 2,542,585 $ (3,274,694 ) $ 2,391,731 LIABILITIES AND SHAREHOLDERS’ EQUITY Current liabilities: Current installments of long-term debt $ — $ — $ 851 $ — $ 851 Notes payable to banks — — 746 — 746 Accounts payable 52,272 15,732 109,484 — 177,488 Accrued employee compensation and benefits 34,508 7,243 30,653 — 72,404 Accrued expenses 30,261 15,242 44,411 — 89,914 Dividends payable 8,445 — — — 8,445 Total current liabilities 125,486 38,217 186,145 — 349,848 Deferred income taxes 22,481 — 13,322 — 35,803 Long-term debt, excluding current installments 751,251 — 3,544 — 754,795 Defined benefit pension liability — — 209,470 — 209,470 Deferred compensation 39,476 — 4,843 — 44,319 Other noncurrent liabilities 3,642 5 11,263 — 14,910 Shareholders’ equity: Common stock of $1 par value 27,900 457,950 648,683 (1,106,633 ) 27,900 Additional paid-in capital — 159,414 1,107,536 (1,266,950 ) — Retained earnings 1,874,722 646,749 603,338 (1,250,087 ) 1,874,722 Accumulated other comprehensive income (346,359 ) (64,313 ) (284,663 ) 348,976 (346,359 ) Treasury stock (612,781 ) — — — (612,781 ) Total Valmont Industries, Inc. shareholders’ equity 943,482 1,199,800 2,074,894 (3,274,694 ) 943,482 Noncontrolling interest in consolidated subsidiaries — — 39,104 — 39,104 Total shareholders’ equity 943,482 1,199,800 2,113,998 (3,274,694 ) 982,586 Total liabilities and shareholders’ equity $ 1,885,818 $ 1,238,022 $ 2,542,585 $ (3,274,694 ) $ 2,391,731 |
Condensed Consolidated Statements of Cash Flows | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirty-nine Weeks Ended September 30, 2017 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 119,851 $ 37,784 $ 67,029 $ (100,715 ) $ 123,949 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 19,600 11,130 32,770 — 63,500 Noncash loss on trading securities — — 395 — 395 Stock-based compensation 7,300 — — — 7,300 Defined benefit pension plan expense — — 481 — 481 Contribution to defined benefit pension plan — — (26,064 ) — (26,064 ) Decrease in restricted cash - pension plan trust — — 12,568 — 12,568 Loss (gain) on sale of property, plant and equipment (725 ) 59 (66 ) — (732 ) Equity in earnings in nonconsolidated subsidiaries (85,274 ) (15,281 ) — 100,555 — Deferred income taxes 2,065 — (1,986 ) — 79 Changes in assets and liabilities: Receivables (16,190 ) (9,259 ) (14,135 ) — (39,584 ) Inventories (15,105 ) (1,290 ) (25,329 ) 179 (41,545 ) Prepaid expenses and other assets (2,501 ) (144 ) (8,991 ) — (11,636 ) Accounts payable 7,196 (7,700 ) 29,399 — 28,895 Accrued expenses 20,887 (4,971 ) 4,241 — 20,157 Other noncurrent liabilities (381 ) — (1,246 ) — (1,627 ) Income taxes payable (refundable) (11,403 ) 802 8,869 — (1,732 ) Net cash flows from operating activities 45,320 11,130 77,935 19 134,404 Cash flows from investing activities: Purchase of property, plant and equipment (14,046 ) (5,952 ) (19,900 ) — (39,898 ) Proceeds from sale of assets 745 (48 ) 878 — 1,575 Acquisitions, net of cash acquired — — (5,362 ) — (5,362 ) Proceeds from settlement of net investment hedge 5,123 — — — 5,123 Other, net 15,714 (8,985 ) (10,172 ) (19 ) (3,462 ) Net cash flows from investing activities 7,536 (14,985 ) (34,556 ) (19 ) (42,024 ) Cash flows from financing activities: Net borrowings under short-term agreements — — (549 ) — (549 ) Principal payments on long-term borrowings — (658 ) — (658 ) Dividends paid (25,386 ) — — — (25,386 ) Dividends to noncontrolling interest — (3,895 ) — (3,895 ) Intercompany dividends 22,662 — (22,662 ) — — Intercompany interest on long-term note — (5,669 ) 5,669 — — Intercompany capital contribution (7,375 ) 7,375 — — — Proceeds from exercises under stock plans 12,446 — — — 12,446 Purchase of common treasury shares - stock plan exercises (3,929 ) — — — (3,929 ) Net cash flows from financing activities (1,582 ) 1,706 (22,095 ) — (21,971 ) Effect of exchange rate changes on cash and cash equivalents — 245 22,888 — 23,133 Net change in cash and cash equivalents 51,274 (1,904 ) 44,172 — 93,542 Cash and cash equivalents—beginning of year 67,225 6,071 326,652 — 399,948 Cash and cash equivalents—end of period $ 118,499 $ 4,167 $ 370,824 $ — $ 493,490 (8) GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION (Continued) CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the Thirty-nine Weeks Ended September 24, 2016 Parent Guarantors Non- Eliminations Total Cash flows from operating activities: Net earnings $ 103,168 $ 32,941 $ 49,778 $ (78,753 ) $ 107,134 Adjustments to reconcile net earnings to net cash flows from operations: Depreciation and amortization 20,482 9,897 30,863 — 61,242 Noncash loss on trading securities — — 973 — 973 Impairment of assets - restructuring activities — — 618 — 618 Stock-based compensation 6,572 — — — 6,572 Change in fair value of contingent consideration — — (3,527 ) — (3,527 ) Defined benefit pension plan expense — — 1,486 — 1,486 Contribution to defined benefit pension plan — — (712 ) — (712 ) Increase in restricted cash - pension plan trust — — (13,652 ) — (13,652 ) Loss (gain) on sale of property, plant and equipment 2 117 131 — 250 Equity in earnings in nonconsolidated subsidiaries (69,876 ) (7,859 ) — 77,735 — Deferred income taxes (1,834 ) — 300 — (1,534 ) Changes in assets and liabilities: Receivables (10,501 ) 14,969 11,968 — 16,436 Inventories (11,847 ) (5,024 ) (19,041 ) 1,499 (34,413 ) Prepaid expenses (4,526 ) 76 (6,174 ) — (10,624 ) Accounts payable (16,605 ) 2,530 2,737 — (11,338 ) Accrued expenses 11,179 (7,218 ) (689 ) — 3,272 Other noncurrent liabilities (252 ) 5 487 — 240 Income taxes payable (refundable) 19,132 (16,444 ) 2,143 — 4,831 Net cash flows from operating activities 45,094 23,990 57,689 481 127,254 Cash flows from investing activities: Purchase of property, plant and equipment (5,699 ) (17,944 ) (18,590 ) — (42,233 ) Proceeds from sale of assets 36 84 3,818 — 3,938 Other, net 13,070 (4,488 ) (10,925 ) (481 ) (2,824 ) Net cash flows from investing activities 7,407 (22,348 ) (25,697 ) (481 ) (41,119 ) Cash flows from financing activities: Net borrowings under short-term agreements — — (128 ) — (128 ) Principal payments on long-term borrowings (215 ) — (1,348 ) — (1,563 ) Dividends paid (25,604 ) — — — (25,604 ) Dividends to noncontrolling interest — — (2,527 ) — (2,527 ) Purchase of noncontrolling interest (137 ) — (10,872 ) — (11,009 ) Proceeds from exercises under stock plans 6,509 — — — 6,509 Purchase of treasury shares (46,581 ) — — — (46,581 ) Purchase of common treasury shares - stock plan exercises (1,453 ) — — — (1,453 ) Net cash flows from financing activities (67,481 ) — (14,875 ) — (82,356 ) Effect of exchange rate changes on cash and cash equivalents — 168 (3,646 ) — (3,478 ) Net change in cash and cash equivalents (14,980 ) 1,810 13,471 — 301 Cash and cash equivalents—beginning of year 62,281 4,008 282,785 — 349,074 Cash and cash equivalents—end of period $ 47,301 $ 5,818 $ 296,256 $ — $ 349,375 |
SUMMARY OF SIGNIFICANT ACCOUN25
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||
Inventory valued at the lower of cost, determined on the last-in, first-out (LIFO) method, or market (as a percent) | 36.00% | 38.00% |
Excess of replacement cost of inventories over the LIFO value | $ 40,886 | $ 38,047 |
Inventory, Net [Abstract] | ||
Raw materials and purchased parts | 175,222 | 143,659 |
Work-in-process | 35,126 | 27,291 |
Finished goods and manufactured goods | 233,772 | 217,125 |
Subtotal | 444,120 | 388,075 |
Less: LIFO reserve | 40,886 | 38,047 |
Net inventory | $ 403,234 | $ 350,028 |
SUMMARY OF SIGNIFICANT ACCOUN26
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Accounting Policies [Abstract] | ||||
United States | $ 28,886 | $ 21,550 | $ 115,082 | $ 105,390 |
Foreign | 21,675 | 22,239 | 59,210 | 51,486 |
Earnings before income taxes | $ 50,561 | $ 43,789 | $ 174,292 | $ 156,876 |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Pension Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Net periodic (benefit) expense: | ||||
Interest cost | $ 4,676 | $ 6,092 | $ 13,475 | $ 19,134 |
Expected return on plan assets | (5,277) | (5,565) | (15,208) | (17,648) |
Amortization of actuarial loss | 768 | 0 | 2,214 | 0 |
Net periodic expense | $ 167 | $ 527 | $ 481 | $ 1,486 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock Plans (Details) - Stock Option Plans - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares of common stock available for issuance (in shares) | 704,818 | 704,818 | ||
Compensation expense | $ 1,290 | $ 1,399 | $ 3,868 | $ 4,358 |
Income tax benefits | $ 496 | $ 539 | $ 1,489 | $ 1,678 |
Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Vesting period of options | 3 years | |||
Expiration period of grant | 6 years | |||
Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Vesting period of options | 7 years | |||
Expiration period of grant | 10 years |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
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 | $ 41,062 | $ 37,800 |
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 | 41,062 | 37,800 |
Delta E M D Pty Ltd | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of remaining ownership | 1,779 | 2,016 |
Valmont Deferred Compensation Plan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets recorded for the investments held | $ 39,283 | $ 35,784 |
SUMMARY OF SIGNIFICANT ACCOUN30
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Comprehensive Income (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | $ (346,359) |
Balance at the end of the period | (288,102) |
Foreign Currency Translation Adjustments | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | (251,228) |
Current-period comprehensive income (loss) | 60,017 |
Balance at the end of the period | (191,211) |
Gain/(Loss) on Hedging Activities | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | 7,978 |
Current-period comprehensive income (loss) | (1,760) |
Balance at the end of the period | 6,218 |
Defined Benefit Pension Plan | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | (103,109) |
Current-period comprehensive income (loss) | 0 |
Balance at the end of the period | (103,109) |
Accumulated Other Comprehensive Loss | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance at the beginning of the period | (346,359) |
Current-period comprehensive income (loss) | 58,257 |
Balance at the end of the period | $ (288,102) |
SUMMARY OF SIGNIFICANT ACCOUN31
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Investment Hedge (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Derivative [Line Items] | ||||
Realized gain on net investment hedge, before tax | $ 5,123 | $ 5,123 | ||
Realized gain on net investment hedge, net of tax | 3,150 | 3,150 | ||
Derivatives used in Net Investment Hedge, Net of Tax, Period Increase (Decrease) | (740) | $ 1,972 | 1,816 | $ 4,897 |
Foreign Currency Forward Contract | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 44,000 | $ 44,000 | ||
Australia, Dollars | Foreign Currency Forward Contract | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | 27,000 | 27,000 | ||
United Kingdom, Pounds | Foreign Currency Forward Contract | ||||
Derivative [Line Items] | ||||
Derivative, notional amount | $ 18,500 | $ 18,500 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Thousands | Jul. 31, 2017 | Jun. 30, 2016 | Apr. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | May 31, 2016 |
Acquisitions | ||||||
Goodwill | $ 336,754 | $ 321,110 | ||||
Ownership percentage by noncontrolling owners | 10.00% | |||||
IGC Galvanizing Industries (M) Sdn Bhd | ||||||
Acquisitions | ||||||
Consideration transfered | $ 5,841 | |||||
Percentage acquired | 30.00% | |||||
Valmont SM | ||||||
Acquisitions | ||||||
Consideration transfered | $ 5,168 | |||||
Percentage acquired | 5.20% | |||||
Aircon | ||||||
Acquisitions | ||||||
Consideration transfered | $ 5,362 | |||||
Annual revenue of acquiree | 10,000 | |||||
Goodwill | $ 3,327 | |||||
Customer relationships and other intangible assets | $ 2,109 |
RESTRUCTURING ACTIVITIES - Narr
RESTRUCTURING ACTIVITIES - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 24, 2016 | Sep. 26, 2015 | Dec. 31, 2016 | |
Broad Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 4,581,000 | ||
2016 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 7,825,000 | ||
Asset impairments/net loss on disposals | 2016 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 1,099,000 | ||
Cost of Sales | 2016 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 5,045,000 | ||
Selling, General and Administrative Expenses | 2016 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 2,780,000 | ||
Energy & Mining | 2016 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 1,607,000 | ||
Coatings Segment | 2016 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 305,000 | ||
Corporate | 2016 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 225,000 |
RESTRUCTURING ACTIVITIES - Pre-
RESTRUCTURING ACTIVITIES - Pre-tax Restructuring Expenses Recognized (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 24, 2016 | Sep. 26, 2015 | Dec. 31, 2016 | |
2016 Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 7,825,000 | ||
2016 Plan | Cost of Sales | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 5,045,000 | ||
2016 Plan | Selling, General and Administrative Expenses | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | 2,780,000 | ||
2016 Plan | Asset impairments/net loss on disposals | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 1,099,000 | ||
2016 Plan | Energy & Mining | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 1,607,000 | ||
2016 Plan | Coatings | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 305,000 | ||
Broad Restructuring Plan | |||
Restructuring Cost and Reserve [Line Items] | |||
Restructuring charges | $ 4,581,000 |
RESTRUCTURING ACTIVITIES - Liab
RESTRUCTURING ACTIVITIES - Liabilities Recorded For The Restructuring Plan (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Restructuring Cost and Reserve [Roll Forward] | |
Beginning balance | $ 6,178 |
Recognized Restructuring Expense | 0 |
Costs Paid or Otherwise Settled | (4,974) |
Ending balance | 1,204 |
Severance | |
Restructuring Cost and Reserve [Roll Forward] | |
Beginning balance | 1,597 |
Recognized Restructuring Expense | 0 |
Costs Paid or Otherwise Settled | (1,597) |
Ending balance | 0 |
Other cash restructuring expenses | |
Restructuring Cost and Reserve [Roll Forward] | |
Beginning balance | 4,581 |
Recognized Restructuring Expense | 0 |
Costs Paid or Otherwise Settled | (3,377) |
Ending balance | $ 1,204 |
GOODWILL AND INTANGIBLE ASSET36
GOODWILL AND INTANGIBLE ASSETS - Amortized Intangible Assets - (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | Dec. 31, 2016 | |
Components of amortized intangible assets | |||||
Gross Carrying Amount | $ 215,396 | $ 215,396 | $ 205,079 | ||
Accumulated Amortization | 137,847 | 137,847 | 121,486 | ||
Amortization expense for intangible assets | 4,025 | $ 3,964 | 11,792 | $ 12,037 | |
Estimated amortization expense | |||||
2,015 | 15,823 | 15,823 | |||
2,016 | 14,492 | 14,492 | |||
2,017 | 13,718 | 13,718 | |||
2,018 | 12,608 | 12,608 | |||
2,019 | 10,474 | 10,474 | |||
Customer Relationships | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 200,269 | 200,269 | 191,316 | ||
Accumulated Amortization | 126,845 | $ 126,845 | $ 111,342 | ||
Weighted Average Life | 13 years | 13 years | |||
Proprietary Software & Database | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 3,687 | $ 3,687 | $ 3,616 | ||
Accumulated Amortization | 3,111 | $ 3,111 | $ 3,056 | ||
Weighted Average Life | 8 years | 8 years | |||
Patents & Proprietary Technology | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 6,633 | $ 6,633 | $ 6,434 | ||
Accumulated Amortization | 3,859 | $ 3,859 | $ 3,420 | ||
Weighted Average Life | 11 years | 11 years | |||
Other | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 4,807 | $ 4,807 | $ 3,713 | ||
Accumulated Amortization | $ 4,032 | $ 4,032 | $ 3,668 | ||
Weighted Average Life | 3 years | 3 years |
GOODWILL AND INTANGIBLE ASSET37
GOODWILL AND INTANGIBLE ASSETS - Carrying Values of Trade Names - (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Webforge | ||
Non-amortized intangible assets | ||
Carrying value of trade names | $ 9,362 | $ 8,624 |
Valmont SM | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 9,839 | 8,765 |
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 | 7,633 | 7,032 |
Donhad | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 5,758 | 5,305 |
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 | 2,390 | 2,201 |
Other | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 14,448 | 13,747 |
Trade Names | ||
Non-amortized intangible assets | ||
Carrying value of trade names | $ 64,541 | $ 60,785 |
GOODWILL AND INTANGIBLE ASSET38
GOODWILL AND INTANGIBLE ASSETS - Impairment (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 336,754,000 | $ 321,110,000 |
ESS | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | 102,209,000 | 94,314,000 |
Energy & Mining | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | 78,916,000 | 72,212,000 |
Coatings Segment | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | 60,520,000 | $ 59,569,000 |
Offshore Structures | Energy & Mining | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Goodwill | $ 14,645 |
GOODWILL AND INTANGIBLE ASSET39
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill by Segment (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Carrying amount of goodwill | |
Balance at the beginning of the period | $ 321,110 |
Foreign currency translation | 12,317 |
Balance at the end of the period | 336,754 |
Goodwill, Written off Related to Sale of Business Unit | (3,327) |
Engineered Support Structures Segment | |
Carrying amount of goodwill | |
Balance at the beginning of the period | 94,314 |
Foreign currency translation | 4,568 |
Balance at the end of the period | 102,209 |
Goodwill, Written off Related to Sale of Business Unit | (3,327) |
Energy and Mining Segment | |
Carrying amount of goodwill | |
Balance at the beginning of the period | 72,212 |
Foreign currency translation | 6,704 |
Balance at the end of the period | 78,916 |
Utility Support Structures Segment | |
Carrying amount of goodwill | |
Balance at the beginning of the period | 75,404 |
Foreign currency translation | 0 |
Balance at the end of the period | 75,404 |
Goodwill, Written off Related to Sale of Business Unit | 0 |
Coatings Segment | |
Carrying amount of goodwill | |
Balance at the beginning of the period | 59,569 |
Foreign currency translation | 951 |
Balance at the end of the period | 60,520 |
Goodwill, Written off Related to Sale of Business Unit | 0 |
Irrigation Segment | |
Carrying amount of goodwill | |
Balance at the beginning of the period | 19,611 |
Foreign currency translation | 94 |
Balance at the end of the period | 19,705 |
Goodwill, Written off Related to Sale of Business Unit | $ 0 |
CASH FLOW SUPPLEMENTARY INFOR40
CASH FLOW SUPPLEMENTARY INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 24, 2016 | |
Supplemental Cash Flow Elements [Abstract] | ||
Value of shares acquired under share repurchase program | $ 0 | $ 46,581 |
Supplemental Cash Flow Information [Abstract] | ||
Interest | 22,732 | 24,036 |
Income taxes | $ 52,823 | $ 47,954 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Basic EPS | ||||
Net earnings attributable to Valmont Industries, Inc. | $ 35,208,000 | $ 28,173,000 | $ 119,851,000 | $ 103,168,000 |
Shares outstanding basic (in shares) | 22,527,000 | 22,505,000 | 22,505,000 | 22,602,000 |
Per share amount basic (in dollars per share) | $ 1.56 | $ 1.25 | $ 5.33 | $ 4.56 |
Dilutive Effect of Stock Options | ||||
Dilutive Effect of Stock Options | $ 0 | $ 0 | $ 0 | $ 0 |
Dilutive effect of stock options number of shares (in shares) | 224,000 | 154,000 | 212,000 | 139,000 |
Dilutive effect of stock options (in dollars per share) | $ (0.01) | $ (0.01) | $ (0.05) | $ (0.02) |
Diluted EPS | ||||
Diluted EPS | $ 35,208,000 | $ 28,173,000 | $ 119,851,000 | $ 103,168,000 |
Shares outstanding dilutive (in shares) | 22,751,000 | 22,659,000 | 22,717,000 | 22,741,000 |
Per share amount diluted (in dollars per share) | $ 1.55 | $ 1.24 | $ 5.28 | $ 4.54 |
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) | 378,566 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Business Segments | ||||
Net sales | $ 680,779 | $ 610,247 | $ 2,030,989 | $ 1,847,101 |
Operating income | 59,923 | 53,240 | 202,715 | 187,411 |
Inventory Valuation [Member] | ||||
Business Segments | ||||
Operating income | (1,626) | (2,066) | (2,839) | (3,192) |
Engineered Support Structures Segment | ||||
Business Segments | ||||
Net sales | 209,772 | 193,108 | 571,248 | 554,869 |
Operating income | 16,226 | 20,323 | 45,683 | 53,615 |
Energy and Mining Segment | ||||
Business Segments | ||||
Net sales | 79,749 | 81,233 | 234,928 | 231,307 |
Operating income | 1,417 | 3,941 | 9,195 | 9,184 |
Utility Support Structures Segment | ||||
Business Segments | ||||
Net sales | 178,528 | 150,391 | 536,545 | 445,894 |
Operating income | 22,108 | 16,195 | 65,005 | 48,201 |
Coatings Segment | ||||
Business Segments | ||||
Net sales | 67,680 | 60,003 | 191,612 | 182,183 |
Operating income | 14,577 | 11,696 | 36,091 | 37,132 |
Irrigation Segment | ||||
Business Segments | ||||
Net sales | 145,050 | 125,512 | 496,656 | 432,848 |
Operating income | 18,235 | 15,308 | 83,196 | 75,216 |
Corporate | ||||
Business Segments | ||||
Operating income | (11,014) | (12,157) | (33,616) | (32,745) |
Operating Segment | ||||
Business Segments | ||||
Sales | 711,043 | 633,294 | 2,132,355 | 1,917,732 |
Operating Segment | Engineered Support Structures Segment | ||||
Business Segments | ||||
Sales | 221,508 | 203,184 | 619,647 | 584,071 |
Operating Segment | Engineered Support Structures Segment | Lighting, Traffic, and Roadway Products | ||||
Business Segments | ||||
Sales | 175,184 | 159,089 | 498,034 | 468,582 |
Operating Segment | Engineered Support Structures Segment | Communication Products | ||||
Business Segments | ||||
Sales | 46,324 | 44,095 | 121,613 | 115,489 |
Operating Segment | Energy and Mining Segment | ||||
Business Segments | ||||
Sales | 79,755 | 81,552 | 234,934 | 234,693 |
Operating Segment | Energy and Mining Segment | Offshore Structures | ||||
Business Segments | ||||
Sales | 25,046 | 27,330 | 75,372 | 76,207 |
Operating Segment | Energy and Mining Segment | Grinding Media [Member] | ||||
Business Segments | ||||
Sales | 19,800 | 20,681 | 60,466 | 61,189 |
Operating Segment | Energy and Mining Segment | Access Systems | ||||
Business Segments | ||||
Sales | 34,909 | 33,541 | 99,096 | 97,297 |
Operating Segment | Utility Support Structures Segment | ||||
Business Segments | ||||
Sales | 179,759 | 150,667 | 538,993 | 446,432 |
Operating Segment | Utility Support Structures Segment | Steel | ||||
Business Segments | ||||
Sales | 160,948 | 131,085 | 471,072 | 379,157 |
Operating Segment | Utility Support Structures Segment | Concrete | ||||
Business Segments | ||||
Sales | 18,811 | 19,582 | 67,921 | 67,275 |
Operating Segment | Coatings Segment | ||||
Business Segments | ||||
Sales | 82,593 | 70,082 | 235,842 | 213,961 |
Operating Segment | Irrigation Segment | ||||
Business Segments | ||||
Sales | 147,428 | 127,809 | 502,939 | 438,575 |
Intersegment | ||||
Business Segments | ||||
Sales | 30,264 | 23,047 | 101,366 | 70,631 |
Intersegment | Engineered Support Structures Segment | ||||
Business Segments | ||||
Sales | 11,736 | 10,076 | 48,399 | 29,202 |
Intersegment | Energy and Mining Segment | ||||
Business Segments | ||||
Sales | 6 | 319 | 6 | 3,386 |
Intersegment | Utility Support Structures Segment | ||||
Business Segments | ||||
Sales | 1,231 | 276 | 2,448 | 538 |
Intersegment | Coatings Segment | ||||
Business Segments | ||||
Sales | 14,913 | 10,079 | 44,230 | 31,778 |
Intersegment | Irrigation Segment | ||||
Business Segments | ||||
Sales | $ 2,378 | $ 2,297 | $ 6,283 | $ 5,727 |
GUARANTOR_NON-GUARANTOR FINAN43
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Statements of Earnings (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
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 | $ 680,779 | $ 610,247 | $ 2,030,989 | $ 1,847,101 |
Cost of sales | 517,185 | 455,224 | 1,519,510 | 1,355,992 |
Gross profit | 163,594 | 155,023 | 511,479 | 491,109 |
Selling, general and administrative expenses | 103,671 | 101,783 | 308,764 | 303,698 |
Operating income | 59,923 | 53,240 | 202,715 | 187,411 |
Other income (expense): | ||||
Interest expense | (11,190) | (11,100) | (33,312) | (33,276) |
Interest income | 1,311 | 771 | 3,205 | 2,289 |
Other | 517 | 878 | 1,684 | 452 |
Total other income (expenses) | (9,362) | (9,451) | (28,423) | (30,535) |
Earnings before income taxes | 50,561 | 43,789 | 174,292 | 156,876 |
Income tax expense: | ||||
Current | 21,163 | 18,017 | 50,264 | 51,276 |
Deferred income taxes | (7,268) | (3,749) | 79 | (1,534) |
Total income tax expense (benefit) | 13,895 | 14,268 | 50,343 | 49,742 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 36,666 | 29,521 | 123,949 | 107,134 |
Equity in earnings of nonconsolidated subsidiaries | 0 | 0 | 0 | 0 |
Net earnings | 36,666 | 29,521 | 123,949 | 107,134 |
Less: Earnings attributable to noncontrolling interests | (1,458) | (1,348) | (4,098) | (3,966) |
Net earnings attributable to Valmont Industries, Inc. | 35,208 | 28,173 | 119,851 | 103,168 |
Eliminations | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net sales | (60,820) | (41,634) | (182,956) | (141,699) |
Cost of sales | (60,570) | (41,695) | (182,777) | (140,200) |
Gross profit | (250) | 61 | (179) | (1,499) |
Selling, general and administrative expenses | 0 | 0 | 0 | 0 |
Operating income | (250) | 61 | (179) | (1,499) |
Other income (expense): | ||||
Interest expense | 3,989 | 0 | 10,040 | 0 |
Interest income | (3,989) | 0 | (10,040) | 0 |
Other | 0 | 0 | 0 | 0 |
Total other income (expenses) | 0 | 0 | 0 | 0 |
Earnings before income taxes | (250) | 61 | (179) | (1,499) |
Income tax expense: | ||||
Current | (8) | 48 | (19) | (481) |
Deferred income taxes | 0 | 0 | 0 | 0 |
Total income tax expense (benefit) | (8) | 48 | (19) | (481) |
Earnings before equity in earnings of nonconsolidated subsidiaries | (242) | 13 | (160) | (1,018) |
Equity in earnings of nonconsolidated subsidiaries | (37,918) | (22,658) | (100,555) | (77,735) |
Net earnings | (38,160) | (22,645) | (100,715) | (78,753) |
Less: Earnings attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings attributable to Valmont Industries, Inc. | (38,160) | (22,645) | (100,715) | (78,753) |
Parent | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net sales | 284,538 | 261,928 | 893,988 | 837,137 |
Cost of sales | 216,039 | 199,957 | 666,060 | 619,493 |
Gross profit | 68,499 | 61,971 | 227,928 | 217,644 |
Selling, general and administrative expenses | 46,451 | 46,183 | 143,590 | 133,207 |
Operating income | 22,048 | 15,788 | 84,338 | 84,437 |
Other income (expense): | ||||
Interest expense | (10,884) | (10,920) | (32,672) | (32,768) |
Interest income | 268 | 68 | 563 | 181 |
Other | 1,379 | 1,370 | 3,900 | 1,694 |
Total other income (expenses) | (9,237) | (9,482) | (28,209) | (30,893) |
Earnings before income taxes | 12,811 | 6,306 | 56,129 | 53,544 |
Income tax expense: | ||||
Current | 9,030 | 6,112 | 19,487 | 22,086 |
Deferred income taxes | (3,474) | (5,321) | 2,065 | (1,834) |
Total income tax expense (benefit) | 5,556 | 791 | 21,552 | 20,252 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 7,255 | 5,515 | 34,577 | 33,292 |
Equity in earnings of nonconsolidated subsidiaries | 27,953 | 22,658 | 85,274 | 69,876 |
Net earnings | 35,208 | 28,173 | 119,851 | 103,168 |
Less: Earnings attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings attributable to Valmont Industries, Inc. | 35,208 | 28,173 | 119,851 | 103,168 |
Guarantors | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net sales | 113,243 | 89,305 | 352,827 | 277,990 |
Cost of sales | 88,757 | 66,401 | 271,620 | 205,497 |
Gross profit | 24,486 | 22,904 | 81,207 | 72,493 |
Selling, general and administrative expenses | 12,046 | 11,073 | 35,555 | 33,583 |
Operating income | 12,440 | 11,831 | 45,652 | 38,910 |
Other income (expense): | ||||
Interest expense | (3,989) | (6) | (10,040) | (9) |
Interest income | 9 | 12 | 33 | 51 |
Other | 11 | 12 | 42 | 39 |
Total other income (expenses) | (3,969) | 18 | (9,965) | 81 |
Earnings before income taxes | 8,471 | 11,849 | 35,687 | 38,991 |
Income tax expense: | ||||
Current | 3,082 | 5,095 | 13,184 | 13,909 |
Deferred income taxes | 0 | 0 | 0 | 0 |
Total income tax expense (benefit) | 3,082 | 5,095 | 13,184 | 13,909 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 5,389 | 6,754 | 22,503 | 25,082 |
Equity in earnings of nonconsolidated subsidiaries | 9,965 | 0 | 15,281 | 7,859 |
Net earnings | 15,354 | 6,754 | 37,784 | 32,941 |
Less: Earnings attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Net earnings attributable to Valmont Industries, Inc. | 15,354 | 6,754 | 37,784 | 32,941 |
Non- Guarantors | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net sales | 343,818 | 300,648 | 967,130 | 873,673 |
Cost of sales | 272,959 | 230,561 | 764,607 | 671,202 |
Gross profit | 70,859 | 70,087 | 202,523 | 202,471 |
Selling, general and administrative expenses | 45,174 | 44,527 | 129,619 | 136,908 |
Operating income | 25,685 | 25,560 | 72,904 | 65,563 |
Other income (expense): | ||||
Interest expense | (306) | (174) | (640) | (499) |
Interest income | 5,023 | 691 | 12,649 | 2,057 |
Other | (873) | (504) | (2,258) | (1,281) |
Total other income (expenses) | 3,844 | 13 | 9,751 | 277 |
Earnings before income taxes | 29,529 | 25,573 | 82,655 | 65,840 |
Income tax expense: | ||||
Current | 9,059 | 6,762 | 17,612 | 15,762 |
Deferred income taxes | (3,794) | 1,572 | (1,986) | 300 |
Total income tax expense (benefit) | 5,265 | 8,334 | 15,626 | 16,062 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 24,264 | 17,239 | 67,029 | 49,778 |
Equity in earnings of nonconsolidated subsidiaries | 0 | 0 | 0 | 0 |
Net earnings | 24,264 | 17,239 | 67,029 | 49,778 |
Less: Earnings attributable to noncontrolling interests | (1,458) | (1,348) | (4,098) | (3,966) |
Net earnings attributable to Valmont Industries, Inc. | $ 22,806 | $ 15,891 | $ 62,931 | $ 45,812 |
GUARANTOR_NON-GUARANTOR FINAN44
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Statements of Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net earnings | $ 36,666 | $ 29,521 | $ 123,949 | $ 107,134 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | 19,530 | 770 | 60,471 | (1,938) |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 1,972 | |||
Derivatives used in Net Investment Hedge, Net of Tax, Period Increase (Decrease) | (740) | 1,972 | 1,816 | 4,897 |
Gain/(loss) on hedging activities: | ||||
Amortization cost included in interest expense | 19 | 18 | 56 | 56 |
Equity in other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | 18,809 | 2,760 | 58,711 | 3,015 |
Comprehensive income | 55,475 | 32,281 | 182,660 | 110,149 |
Comprehensive loss (income) attributable to noncontrolling interests | (2,570) | (1,618) | (4,552) | (5,732) |
Comprehensive income attributable to Valmont Industries, Inc. | 52,905 | 30,663 | 178,108 | 104,417 |
Eliminations | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net earnings | (38,160) | (22,645) | (100,715) | (78,753) |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0 | |||
Derivatives used in Net Investment Hedge, Net of Tax, Period Increase (Decrease) | 0 | 0 | ||
Gain/(loss) on hedging activities: | ||||
Amortization cost included in interest expense | 0 | 0 | 0 | 0 |
Equity in other comprehensive income | (18,418) | (500) | (60,017) | 3,704 |
Other comprehensive income (loss) | (18,418) | (500) | (60,017) | 3,704 |
Comprehensive income | (56,578) | (23,145) | (160,732) | (75,049) |
Comprehensive loss (income) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Valmont Industries, Inc. | (56,578) | (23,145) | (160,732) | (75,049) |
Parent | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net earnings | 35,208 | 28,173 | 119,851 | 103,168 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | 0 | 0 | 0 | 0 |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 1,972 | |||
Derivatives used in Net Investment Hedge, Net of Tax, Period Increase (Decrease) | (740) | 1,816 | ||
Gain/(loss) on hedging activities: | ||||
Amortization cost included in interest expense | 19 | 18 | 56 | 56 |
Equity in other comprehensive income | 18,418 | 500 | 60,017 | (3,704) |
Other comprehensive income (loss) | 17,697 | 2,490 | 58,257 | 1,249 |
Comprehensive income | 52,905 | 30,663 | 178,108 | 104,417 |
Comprehensive loss (income) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Valmont Industries, Inc. | 52,905 | 30,663 | 178,108 | 104,417 |
Guarantors | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net earnings | 15,354 | 6,754 | 37,784 | 32,941 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | (3,613) | (114) | 64,411 | (263) |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0 | |||
Derivatives used in Net Investment Hedge, Net of Tax, Period Increase (Decrease) | 0 | |||
Gain/(loss) on hedging activities: | ||||
Amortization cost included in interest expense | 0 | 0 | 0 | 0 |
Equity in other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | (3,613) | (114) | 64,411 | (263) |
Comprehensive income | 11,741 | 6,640 | 102,195 | 32,678 |
Comprehensive loss (income) attributable to noncontrolling interests | 0 | 0 | 0 | 0 |
Comprehensive income attributable to Valmont Industries, Inc. | 11,741 | 6,640 | 102,195 | 32,678 |
Non- Guarantors | ||||
Condensed consolidated financial information for the Company (Parent), the guarantor subsidiaries and the non-guarantor subsidiaries | ||||
Net earnings | 24,264 | 17,239 | 67,029 | 49,778 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | 23,143 | 884 | (3,940) | (1,675) |
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Net of Tax | 0 | |||
Derivatives used in Net Investment Hedge, Net of Tax, Period Increase (Decrease) | 0 | 0 | ||
Gain/(loss) on hedging activities: | ||||
Amortization cost included in interest expense | 0 | 0 | 0 | 0 |
Equity in other comprehensive income | 0 | 0 | 0 | 0 |
Other comprehensive income (loss) | 23,143 | 884 | (3,940) | (1,675) |
Comprehensive income | 47,407 | 18,123 | 63,089 | 48,103 |
Comprehensive loss (income) attributable to noncontrolling interests | (2,570) | (1,618) | (4,552) | (5,732) |
Comprehensive income attributable to Valmont Industries, Inc. | $ 44,837 | $ 16,505 | $ 58,537 | $ 42,371 |
GUARANTOR_NON-GUARANTOR FINAN45
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 24, 2016 | Dec. 26, 2015 |
Current assets: | ||||
Cash and cash equivalents | $ 493,490 | $ 399,948 | $ 349,375 | $ 349,074 |
Receivables, net | 492,842 | 439,342 | ||
Inventories | 403,234 | 350,028 | ||
Prepaid expenses, restricted cash, and other assets | 50,064 | 57,297 | ||
Refundable income taxes | 8,493 | 6,601 | ||
Total current assets | 1,448,123 | 1,253,216 | ||
Property, plant and equipment, at cost | 1,169,854 | 1,105,736 | ||
Less accumulated depreciation and amortization | 647,430 | 587,401 | ||
Net property, plant and equipment | 522,424 | 518,335 | ||
Goodwill | 336,754 | 321,110 | ||
Other intangible assets | 142,090 | 144,378 | ||
Investment in subsidiaries and intercompany accounts | 0 | 0 | ||
Other assets | 160,780 | 154,692 | ||
Total assets | 2,610,171 | 2,391,731 | ||
Current liabilities: | ||||
Current installments of long-term debt | 949 | 851 | ||
Notes payable to banks | 197 | 746 | ||
Accounts payable | 216,104 | 177,488 | ||
Accrued employee compensation and benefits | 81,494 | 72,404 | ||
Accrued expenses | 106,238 | 89,914 | ||
Dividends payable | 8,478 | 8,445 | ||
Total current liabilities | (413,460) | (349,848) | ||
Deferred income taxes | 28,183 | 35,803 | ||
Long-term debt, excluding current installments | 754,202 | 754,795 | ||
Defined benefit pension liability | 199,562 | 209,470 | ||
Deferred compensation | 48,612 | 44,319 | ||
Other noncurrent liabilities | 13,557 | 14,910 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 27,900 | 27,900 | ||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 1,974,601 | 1,874,722 | ||
Accumulated other comprehensive loss | (288,102) | (346,359) | ||
Treasury stock | (601,565) | (612,781) | ||
Total Valmont Industries, Inc. shareholders’ equity | 1,112,834 | 943,482 | ||
Noncontrolling interest in consolidated subsidiaries | 39,761 | 39,104 | ||
Total shareholders’ equity | 1,152,595 | 982,586 | 1,002,301 | 965,211 |
Total liabilities and shareholders’ equity | 2,610,171 | 2,391,731 | ||
Eliminations | ||||
Current assets: | ||||
Cash and cash equivalents | 0 | 0 | 0 | 0 |
Receivables, net | 0 | 0 | ||
Inventories | (4,333) | (4,154) | ||
Prepaid expenses, restricted cash, and other assets | 0 | 0 | ||
Refundable income taxes | 0 | 0 | ||
Total current assets | (4,333) | (4,154) | ||
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 | (3,603,096) | (3,270,540) | ||
Other assets | 0 | 0 | ||
Total assets | (3,607,429) | (3,274,694) | ||
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 | (192,465) | 0 | ||
Defined benefit pension liability | 0 | 0 | ||
Deferred compensation | 0 | 0 | ||
Other noncurrent liabilities | 0 | 0 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | (1,106,632) | (1,106,633) | ||
Additional paid-in capital | (1,274,325) | (1,266,950) | ||
Retained earnings | (1,320,815) | (1,250,087) | ||
Accumulated other comprehensive loss | 286,808 | 348,976 | ||
Treasury stock | 0 | 0 | ||
Total Valmont Industries, Inc. shareholders’ equity | (3,414,964) | (3,274,694) | ||
Noncontrolling interest in consolidated subsidiaries | 0 | 0 | ||
Total shareholders’ equity | (3,414,964) | (3,274,694) | ||
Total liabilities and shareholders’ equity | (3,607,429) | (3,274,694) | ||
Parent | ||||
Current assets: | ||||
Cash and cash equivalents | 118,499 | 67,225 | 47,301 | 62,281 |
Receivables, net | 152,290 | 134,351 | ||
Inventories | 141,774 | 126,669 | ||
Prepaid expenses, restricted cash, and other assets | 8,903 | 13,271 | ||
Refundable income taxes | 8,493 | 6,601 | ||
Total current assets | 429,959 | 348,117 | ||
Property, plant and equipment, at cost | 558,484 | 547,076 | ||
Less accumulated depreciation and amortization | 369,620 | 352,960 | ||
Net property, plant and equipment | 188,864 | 194,116 | ||
Goodwill | 20,108 | 20,108 | ||
Other intangible assets | 144 | 184 | ||
Investment in subsidiaries and intercompany accounts | 1,392,533 | 1,279,413 | ||
Other assets | 47,613 | 43,880 | ||
Total assets | 2,079,221 | 1,885,818 | ||
Current liabilities: | ||||
Current installments of long-term debt | 0 | 0 | ||
Notes payable to banks | 0 | 0 | ||
Accounts payable | 59,467 | 52,272 | ||
Accrued employee compensation and benefits | 40,760 | 34,508 | ||
Accrued expenses | 44,896 | 30,261 | ||
Dividends payable | 8,478 | 8,445 | ||
Total current liabilities | (153,601) | (125,486) | ||
Deferred income taxes | 15,617 | 22,481 | ||
Long-term debt, excluding current installments | 750,933 | 751,251 | ||
Defined benefit pension liability | 0 | 0 | ||
Deferred compensation | 43,077 | 39,476 | ||
Other noncurrent liabilities | 3,159 | 3,642 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 27,900 | 27,900 | ||
Additional paid-in capital | 0 | 0 | ||
Retained earnings | 1,974,601 | 1,874,722 | ||
Accumulated other comprehensive loss | (288,102) | (346,359) | ||
Treasury stock | (601,565) | (612,781) | ||
Total Valmont Industries, Inc. shareholders’ equity | 1,112,834 | 943,482 | ||
Noncontrolling interest in consolidated subsidiaries | 0 | 0 | ||
Total shareholders’ equity | 1,112,834 | 943,482 | ||
Total liabilities and shareholders’ equity | 2,079,221 | 1,885,818 | ||
Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 4,167 | 6,071 | 5,818 | 4,008 |
Receivables, net | 69,781 | 60,522 | ||
Inventories | 46,747 | 45,457 | ||
Prepaid expenses, restricted cash, and other assets | 1,023 | 880 | ||
Refundable income taxes | 0 | 0 | ||
Total current assets | 121,718 | 112,930 | ||
Property, plant and equipment, at cost | 158,087 | 153,596 | ||
Less accumulated depreciation and amortization | 82,708 | 76,776 | ||
Net property, plant and equipment | 75,379 | 76,820 | ||
Goodwill | 110,562 | 110,561 | ||
Other intangible assets | 32,204 | 35,953 | ||
Investment in subsidiaries and intercompany accounts | 1,180,732 | 901,758 | ||
Other assets | 0 | 0 | ||
Total assets | 1,520,595 | 1,238,022 | ||
Current liabilities: | ||||
Current installments of long-term debt | 0 | 0 | ||
Notes payable to banks | 0 | 0 | ||
Accounts payable | 8,032 | 15,732 | ||
Accrued employee compensation and benefits | 8,293 | 7,243 | ||
Accrued expenses | 9,222 | 15,242 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | (25,547) | (38,217) | ||
Deferred income taxes | 0 | 0 | ||
Long-term debt, excluding current installments | 185,674 | 0 | ||
Defined benefit pension liability | 0 | 0 | ||
Deferred compensation | 0 | 0 | ||
Other noncurrent liabilities | 5 | 5 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 457,950 | 457,950 | ||
Additional paid-in capital | 166,789 | 159,414 | ||
Retained earnings | 684,532 | 646,749 | ||
Accumulated other comprehensive loss | 98 | (64,313) | ||
Treasury stock | 0 | 0 | ||
Total Valmont Industries, Inc. shareholders’ equity | 1,309,369 | 1,199,800 | ||
Noncontrolling interest in consolidated subsidiaries | 0 | 0 | ||
Total shareholders’ equity | 1,309,369 | 1,199,800 | ||
Total liabilities and shareholders’ equity | 1,520,595 | 1,238,022 | ||
Non- Guarantors | ||||
Current assets: | ||||
Cash and cash equivalents | 370,824 | 326,652 | $ 296,256 | $ 282,785 |
Receivables, net | 270,771 | 244,469 | ||
Inventories | 219,046 | 182,056 | ||
Prepaid expenses, restricted cash, and other assets | 40,138 | 43,146 | ||
Refundable income taxes | 0 | 0 | ||
Total current assets | 900,779 | 796,323 | ||
Property, plant and equipment, at cost | 453,283 | 405,064 | ||
Less accumulated depreciation and amortization | 195,102 | 157,665 | ||
Net property, plant and equipment | 258,181 | 247,399 | ||
Goodwill | 206,084 | 190,441 | ||
Other intangible assets | 109,742 | 108,241 | ||
Investment in subsidiaries and intercompany accounts | 1,029,831 | 1,089,369 | ||
Other assets | 113,167 | 110,812 | ||
Total assets | 2,617,784 | 2,542,585 | ||
Current liabilities: | ||||
Current installments of long-term debt | 949 | 851 | ||
Notes payable to banks | 197 | 746 | ||
Accounts payable | 148,605 | 109,484 | ||
Accrued employee compensation and benefits | 32,441 | 30,653 | ||
Accrued expenses | 52,120 | 44,411 | ||
Dividends payable | 0 | 0 | ||
Total current liabilities | (234,312) | (186,145) | ||
Deferred income taxes | 12,566 | 13,322 | ||
Long-term debt, excluding current installments | 10,060 | 3,544 | ||
Defined benefit pension liability | 199,562 | 209,470 | ||
Deferred compensation | 5,535 | 4,843 | ||
Other noncurrent liabilities | 10,393 | 11,263 | ||
Shareholders’ equity: | ||||
Common stock of $1 par value | 648,682 | 648,683 | ||
Additional paid-in capital | 1,107,536 | 1,107,536 | ||
Retained earnings | 636,283 | 603,338 | ||
Accumulated other comprehensive loss | (286,906) | (284,663) | ||
Treasury stock | 0 | 0 | ||
Total Valmont Industries, Inc. shareholders’ equity | 2,105,595 | 2,074,894 | ||
Noncontrolling interest in consolidated subsidiaries | 39,761 | 39,104 | ||
Total shareholders’ equity | 2,145,356 | 2,113,998 | ||
Total liabilities and shareholders’ equity | $ 2,617,784 | $ 2,542,585 |
GUARANTOR_NON-GUARANTOR FINAN46
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Balance Sheets - Additional Information (Details) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
GUARANTOR_NON-GUARANTOR FINAN47
GUARANTOR/NON-GUARANTOR FINANCIAL INFORMATION - Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 24, 2016 | Sep. 30, 2017 | Sep. 24, 2016 | |
Cash flows from operating activities: | ||||
Net earnings | $ 36,666 | $ 29,521 | $ 123,949 | $ 107,134 |
Adjustments to reconcile net earnings to net cash flows from operations: | ||||
Depreciation and amortization | 63,500 | 61,242 | ||
Noncash loss on trading securities | 395 | 973 | ||
Stock-based compensation | 7,300 | 6,572 | ||
Change in fair value of contingent consideration | 0 | (3,527) | ||
Defined benefit pension plan expense | 481 | 1,486 | ||
Contribution to defined benefit pension plan | (26,064) | (712) | ||
Change in restricted cash - pension plan trust | 12,568 | (13,652) | ||
(Gain)/loss on sale of property, plant and equipment | (732) | 250 | ||
Equity in earnings in nonconsolidated subsidiaries | 0 | 0 | 0 | 0 |
Deferred income taxes | (7,268) | (3,749) | 79 | (1,534) |
Changes in assets and liabilities: | ||||
Receivables | (39,584) | 16,436 | ||
Inventories | (41,545) | (34,413) | ||
Prepaid expenses and other assets | (11,636) | (10,624) | ||
Accounts payable | 28,895 | (11,338) | ||
Accrued expenses | 20,157 | 3,272 | ||
Other noncurrent liabilities | (1,627) | 240 | ||
Income taxes payable (refundable) | (1,732) | 4,831 | ||
Net cash flows from operating activities | 134,404 | 127,254 | ||
Cash flows from investing activities: | ||||
Purchase of property, plant and equipment | (39,898) | (42,233) | ||
Proceeds from sale of assets | 1,575 | 3,938 | ||
Payments to Acquire Businesses, Net of Cash Acquired | (5,362) | 0 | ||
Proceeds from settlement of net investment hedge | 5,123 | 0 | ||
Other, net | (3,462) | (2,824) | ||
Net cash flows from investing activities | (42,024) | (41,119) | ||
Cash flows from financing activities: | ||||
Net borrowings under short-term agreements | (549) | (128) | ||
Principal payments on long-term borrowings | (658) | (1,563) | ||
Dividends paid | (25,386) | (25,604) | ||
Dividends to noncontrolling interest | 0 | |||
Intercompany capital contribution | 0 | |||
Dividends to noncontrolling interest | (3,895) | (2,527) | ||
Purchase of noncontrolling interest | 0 | (11,009) | ||
Intercompany dividends | 0 | |||
Proceeds from exercises under stock plans | 12,446 | 6,509 | ||
Purchase of treasury shares | 0 | (46,581) | ||
Purchase of common treasury shares - stock plan exercises | (3,929) | (1,453) | ||
Net cash flows from financing activities | (21,971) | (82,356) | ||
Effect of exchange rate changes on cash and cash equivalents | 23,133 | (3,478) | ||
Net change in cash and cash equivalents | 93,542 | 301 | ||
Cash and cash equivalents—beginning of year | 399,948 | 349,074 | ||
Cash and cash equivalents—end of period | 493,490 | 349,375 | 493,490 | 349,375 |
Restructuring Costs | 0 | 618 | ||
Eliminations | ||||
Cash flows from operating activities: | ||||
Net earnings | (38,160) | (22,645) | (100,715) | (78,753) |
Adjustments to reconcile net earnings to net cash flows from operations: | ||||
Depreciation and amortization | 0 | 0 | ||
Noncash loss on trading securities | 0 | 0 | ||
Stock-based compensation | 0 | 0 | ||
Change in fair value of contingent consideration | 0 | |||
Defined benefit pension plan expense | 0 | 0 | ||
Contribution to defined benefit pension plan | 0 | 0 | ||
Change in restricted cash - pension plan trust | 0 | 0 | ||
(Gain)/loss on sale of property, plant and equipment | 0 | 0 | ||
Equity in earnings in nonconsolidated subsidiaries | 37,918 | 22,658 | 100,555 | 77,735 |
Deferred income taxes | 0 | 0 | 0 | 0 |
Changes in assets and liabilities: | ||||
Receivables | 0 | 0 | ||
Inventories | 179 | 1,499 | ||
Prepaid expenses and other assets | 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 | 19 | 481 | ||
Cash flows from investing activities: | ||||
Purchase of property, plant and equipment | 0 | 0 | ||
Proceeds from sale of assets | 0 | 0 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | |||
Proceeds from settlement of net investment hedge | 0 | |||
Other, net | (19) | (481) | ||
Net cash flows from investing activities | (19) | (481) | ||
Cash flows from financing activities: | ||||
Net borrowings under short-term agreements | 0 | 0 | ||
Principal payments on long-term borrowings | 0 | 0 | ||
Dividends paid | 0 | 0 | ||
Dividends to noncontrolling interest | 0 | |||
Intercompany capital contribution | 0 | |||
Dividends to noncontrolling interest | 0 | 0 | ||
Purchase of noncontrolling interest | 0 | |||
Intercompany dividends | 0 | |||
Proceeds from exercises under stock plans | 0 | 0 | ||
Purchase of treasury shares | 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 |
Restructuring Costs | 0 | |||
Parent | ||||
Cash flows from operating activities: | ||||
Net earnings | 35,208 | 28,173 | 119,851 | 103,168 |
Adjustments to reconcile net earnings to net cash flows from operations: | ||||
Depreciation and amortization | 19,600 | 20,482 | ||
Noncash loss on trading securities | 0 | 0 | ||
Stock-based compensation | 7,300 | 6,572 | ||
Change in fair value of contingent consideration | 0 | |||
Defined benefit pension plan expense | 0 | 0 | ||
Contribution to defined benefit pension plan | 0 | 0 | ||
Change in restricted cash - pension plan trust | 0 | 0 | ||
(Gain)/loss on sale of property, plant and equipment | (725) | 2 | ||
Equity in earnings in nonconsolidated subsidiaries | (27,953) | (22,658) | (85,274) | (69,876) |
Deferred income taxes | (3,474) | (5,321) | 2,065 | (1,834) |
Changes in assets and liabilities: | ||||
Receivables | (16,190) | (10,501) | ||
Inventories | (15,105) | (11,847) | ||
Prepaid expenses and other assets | (2,501) | (4,526) | ||
Accounts payable | 7,196 | (16,605) | ||
Accrued expenses | 20,887 | 11,179 | ||
Other noncurrent liabilities | (381) | (252) | ||
Income taxes payable (refundable) | (11,403) | 19,132 | ||
Net cash flows from operating activities | 45,320 | 45,094 | ||
Cash flows from investing activities: | ||||
Purchase of property, plant and equipment | (14,046) | (5,699) | ||
Proceeds from sale of assets | 745 | 36 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | |||
Proceeds from settlement of net investment hedge | 5,123 | |||
Other, net | 15,714 | 13,070 | ||
Net cash flows from investing activities | 7,536 | 7,407 | ||
Cash flows from financing activities: | ||||
Net borrowings under short-term agreements | 0 | 0 | ||
Principal payments on long-term borrowings | (215) | |||
Dividends paid | (25,386) | (25,604) | ||
Dividends to noncontrolling interest | 0 | |||
Intercompany capital contribution | (7,375) | |||
Dividends to noncontrolling interest | 0 | 0 | ||
Purchase of noncontrolling interest | (137) | |||
Intercompany dividends | (22,662) | |||
Proceeds from exercises under stock plans | 12,446 | 6,509 | ||
Purchase of treasury shares | (46,581) | |||
Purchase of common treasury shares - stock plan exercises | (3,929) | (1,453) | ||
Net cash flows from financing activities | (1,582) | (67,481) | ||
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 | ||
Net change in cash and cash equivalents | 51,274 | (14,980) | ||
Cash and cash equivalents—beginning of year | 67,225 | 62,281 | ||
Cash and cash equivalents—end of period | 118,499 | 47,301 | 118,499 | 47,301 |
Restructuring Costs | 0 | |||
Guarantors | ||||
Cash flows from operating activities: | ||||
Net earnings | 15,354 | 6,754 | 37,784 | 32,941 |
Adjustments to reconcile net earnings to net cash flows from operations: | ||||
Depreciation and amortization | 11,130 | 9,897 | ||
Noncash loss on trading securities | 0 | 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 | ||
Change in restricted cash - pension plan trust | 0 | 0 | ||
(Gain)/loss on sale of property, plant and equipment | 59 | 117 | ||
Equity in earnings in nonconsolidated subsidiaries | (9,965) | 0 | (15,281) | (7,859) |
Deferred income taxes | 0 | 0 | 0 | 0 |
Changes in assets and liabilities: | ||||
Receivables | (9,259) | 14,969 | ||
Inventories | (1,290) | (5,024) | ||
Prepaid expenses and other assets | (144) | 76 | ||
Accounts payable | (7,700) | 2,530 | ||
Accrued expenses | (4,971) | (7,218) | ||
Other noncurrent liabilities | 0 | 5 | ||
Income taxes payable (refundable) | 802 | (16,444) | ||
Net cash flows from operating activities | 11,130 | 23,990 | ||
Cash flows from investing activities: | ||||
Purchase of property, plant and equipment | (5,952) | (17,944) | ||
Proceeds from sale of assets | (48) | 84 | ||
Payments to Acquire Businesses, Net of Cash Acquired | 0 | |||
Proceeds from settlement of net investment hedge | 0 | |||
Other, net | (8,985) | (4,488) | ||
Net cash flows from investing activities | (14,985) | (22,348) | ||
Cash flows from financing activities: | ||||
Net borrowings under short-term agreements | 0 | 0 | ||
Principal payments on long-term borrowings | 0 | 0 | ||
Dividends paid | 0 | 0 | ||
Dividends to noncontrolling interest | (5,669) | |||
Intercompany capital contribution | 7,375 | |||
Dividends to noncontrolling interest | 0 | |||
Purchase of noncontrolling interest | 0 | |||
Intercompany dividends | 0 | |||
Proceeds from exercises under stock plans | 0 | 0 | ||
Purchase of treasury shares | 0 | |||
Purchase of common treasury shares - stock plan exercises | 0 | 0 | ||
Net cash flows from financing activities | 1,706 | 0 | ||
Effect of exchange rate changes on cash and cash equivalents | 245 | 168 | ||
Net change in cash and cash equivalents | (1,904) | 1,810 | ||
Cash and cash equivalents—beginning of year | 6,071 | 4,008 | ||
Cash and cash equivalents—end of period | 4,167 | 5,818 | 4,167 | 5,818 |
Restructuring Costs | 0 | |||
Non- Guarantors | ||||
Cash flows from operating activities: | ||||
Net earnings | 24,264 | 17,239 | 67,029 | 49,778 |
Adjustments to reconcile net earnings to net cash flows from operations: | ||||
Depreciation and amortization | 32,770 | 30,863 | ||
Noncash loss on trading securities | 395 | 973 | ||
Stock-based compensation | 0 | 0 | ||
Change in fair value of contingent consideration | (3,527) | |||
Defined benefit pension plan expense | 481 | 1,486 | ||
Contribution to defined benefit pension plan | (26,064) | (712) | ||
Change in restricted cash - pension plan trust | 12,568 | (13,652) | ||
(Gain)/loss on sale of property, plant and equipment | (66) | 131 | ||
Equity in earnings in nonconsolidated subsidiaries | 0 | 0 | 0 | 0 |
Deferred income taxes | (3,794) | 1,572 | (1,986) | 300 |
Changes in assets and liabilities: | ||||
Receivables | (14,135) | 11,968 | ||
Inventories | (25,329) | (19,041) | ||
Prepaid expenses and other assets | (8,991) | (6,174) | ||
Accounts payable | 29,399 | 2,737 | ||
Accrued expenses | 4,241 | (689) | ||
Other noncurrent liabilities | (1,246) | 487 | ||
Income taxes payable (refundable) | 8,869 | 2,143 | ||
Net cash flows from operating activities | 77,935 | 57,689 | ||
Cash flows from investing activities: | ||||
Purchase of property, plant and equipment | (19,900) | (18,590) | ||
Proceeds from sale of assets | 878 | 3,818 | ||
Payments to Acquire Businesses, Net of Cash Acquired | (5,362) | |||
Proceeds from settlement of net investment hedge | 0 | |||
Other, net | (10,172) | (10,925) | ||
Net cash flows from investing activities | (34,556) | (25,697) | ||
Cash flows from financing activities: | ||||
Net borrowings under short-term agreements | (549) | (128) | ||
Principal payments on long-term borrowings | (658) | (1,348) | ||
Dividends paid | 0 | 0 | ||
Dividends to noncontrolling interest | 5,669 | |||
Intercompany capital contribution | 0 | |||
Dividends to noncontrolling interest | (3,895) | (2,527) | ||
Purchase of noncontrolling interest | (10,872) | |||
Intercompany dividends | 22,662 | |||
Proceeds from exercises under stock plans | 0 | 0 | ||
Purchase of treasury shares | 0 | |||
Purchase of common treasury shares - stock plan exercises | 0 | 0 | ||
Net cash flows from financing activities | (22,095) | (14,875) | ||
Effect of exchange rate changes on cash and cash equivalents | 22,888 | (3,646) | ||
Net change in cash and cash equivalents | 44,172 | 13,471 | ||
Cash and cash equivalents—beginning of year | 326,652 | 282,785 | ||
Cash and cash equivalents—end of period | $ 370,824 | $ 296,256 | $ 370,824 | 296,256 |
Restructuring Costs | $ 618 |