Cover Page
Cover Page - shares | 6 Months Ended | |
Jul. 01, 2023 | Jul. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jul. 01, 2023 | |
Current Fiscal Year End Date | --12-30 | |
Document Transition Report | false | |
Entity File Number | 1-31429 | |
Entity Registrant Name | Valmont Industries, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 47-0351813 | |
Entity Address, Address Line One | 15000 Valmont Plaza, | |
Entity Address, City or Town | Omaha, | |
Entity Address, State or Province | NE | |
Entity Address, Postal Zip Code | 68154 | |
City Area Code | 402 | |
Local Phone Number | 963-1000 | |
Title of 12(b) Security | Common Stock $1.00 par value | |
Trading Symbol | VMI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Shell Company | false | |
Entity Common Stock, Shares Outstanding | 21,012,778 | |
Entity Central Index Key | 0000102729 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jun. 25, 2022 | Jul. 01, 2023 | Jun. 25, 2022 | |
Net sales | $ 1,046,296 | $ 1,135,532 | $ 2,108,777 | $ 2,116,352 |
Total cost of sales | 716,899 | 842,931 | 1,470,795 | 1,574,565 |
Gross profit | 329,397 | 292,601 | 637,982 | 541,787 |
Selling, general, and administrative expenses | 195,664 | 173,882 | 385,783 | 328,226 |
Operating income | 133,733 | 118,719 | 252,199 | 213,561 |
Other income (expenses): | ||||
Interest expense | (14,917) | (11,386) | (28,022) | (22,649) |
Interest income | 563 | 285 | 1,393 | 512 |
Gain (loss) on investments - unrealized | 941 | (2,342) | 2,135 | (3,405) |
Other | 612 | 2,073 | (1,764) | 5,715 |
Total other income (expenses) | (12,801) | (11,370) | (26,258) | (19,827) |
Earnings before income taxes and equity in loss of nonconsolidated subsidiaries | 120,932 | 107,349 | 225,941 | 193,734 |
Income tax expense: | ||||
Current | 37,791 | 27,620 | 62,147 | 50,033 |
Deferred | (5,856) | 1,967 | 1,631 | 2,675 |
Total income tax expense | 31,935 | 29,587 | 63,778 | 52,708 |
Earnings before equity in loss of nonconsolidated subsidiaries | 88,997 | 77,762 | 162,163 | 141,026 |
Equity in loss of nonconsolidated subsidiaries | (199) | (555) | (1,020) | (913) |
Net earnings | 88,798 | 77,207 | 161,143 | 140,113 |
Loss (earnings) attributable to noncontrolling interests | 578 | (1,099) | 2,773 | (1,694) |
Net earnings attributable to Valmont Industries, Inc. | $ 89,376 | $ 76,108 | $ 163,916 | $ 138,419 |
Earnings per share: | ||||
Basic | $ 4.25 | $ 3.57 | $ 7.75 | $ 6.50 |
Diluted | $ 4.21 | $ 3.53 | $ 7.67 | $ 6.43 |
Product sales | ||||
Net sales | $ 945,873 | $ 1,036,289 | $ 1,903,881 | $ 1,927,159 |
Total cost of sales | 651,413 | 781,323 | 1,333,203 | 1,454,493 |
Services sales | ||||
Net sales | 100,423 | 99,243 | 204,896 | 189,193 |
Total cost of sales | $ 65,486 | $ 61,608 | $ 137,592 | $ 120,072 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jun. 25, 2022 | Jul. 01, 2023 | Jun. 25, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings | $ 88,798 | $ 77,207 | $ 161,143 | $ 140,113 |
Foreign currency translation adjustments: | ||||
Unrealized translation gain (loss) | 11,967 | (43,666) | 20,156 | (32,050) |
Hedging activities: | ||||
Unrealized gain (loss) on commodity hedges | (1,339) | (19,512) | (2,815) | 1,048 |
Realized (gain) loss on commodity hedges recorded in earnings | 925 | 1,545 | 3,797 | (498) |
Unrealized gain (loss) on cross currency swaps | (760) | 3,470 | (1,351) | 5,281 |
Amortization cost included in interest expense | (12) | (16) | (28) | (32) |
Total hedging activities | (1,186) | (14,513) | (397) | 5,799 |
Net gain on defined benefit pension plan | 95 | 124 | 186 | 256 |
Other comprehensive income (loss) | 10,876 | (58,055) | 19,945 | (25,995) |
Comprehensive income | 99,674 | 19,152 | 181,088 | 114,118 |
Comprehensive (income) loss attributable to noncontrolling interests | 233 | 932 | 2,135 | (756) |
Comprehensive income attributable to Valmont Industries, Inc. | $ 99,907 | $ 20,084 | $ 183,223 | $ 113,362 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 166,907 | $ 185,406 |
Receivables, net | 651,133 | 604,181 |
Inventories | 729,738 | 728,762 |
Contract assets | 154,410 | 174,539 |
Prepaid expenses and other current assets | 99,994 | 87,697 |
Total current assets | 1,802,182 | 1,780,585 |
Property, plant, and equipment, at cost | 1,464,577 | 1,433,151 |
Less accumulated depreciation | (861,465) | (837,573) |
Net property, plant, and equipment | 603,112 | 595,578 |
Goodwill | 744,271 | 739,861 |
Other intangible assets, net | 165,728 | 176,615 |
Defined pension benefit asset | 43,045 | 24,216 |
Other non-current assets | 257,502 | 240,141 |
Total assets | 3,615,840 | 3,556,996 |
Current liabilities: | ||
Current installments of long-term debt | 1,041 | 1,194 |
Notes payable to banks | 1,665 | 5,846 |
Accounts payable | 346,000 | 360,312 |
Accrued employee compensation and benefits | 109,155 | 124,355 |
Contract liabilities | 124,230 | 172,915 |
Other accrued expenses | 131,344 | 123,965 |
Income taxes payable | 23,152 | 3,664 |
Dividends payable | 12,607 | 11,742 |
Total current liabilities | 749,194 | 803,993 |
Deferred income taxes | 38,390 | 41,091 |
Long-term debt, excluding current installments | 952,704 | 870,935 |
Operating lease liabilities | 161,795 | 155,469 |
Deferred compensation | 34,938 | 30,316 |
Other non-current liabilities | 8,527 | 13,480 |
Total liabilities | 1,945,548 | 1,915,284 |
Shareholders' equity: | ||
Common stock of $1 par value - Authorized 75,000,000 shares; 27,900,000 issued | 27,900 | 27,900 |
Retained earnings | 2,710,382 | 2,593,039 |
Accumulated other comprehensive loss | (255,602) | (274,909) |
Treasury stock | (870,456) | (765,183) |
Total Valmont Industries, Inc. shareholders' equity | 1,612,224 | 1,580,847 |
Noncontrolling interest in consolidated subsidiaries | 58,068 | 60,865 |
Total shareholders' equity | 1,670,292 | 1,641,712 |
Total liabilities and shareholders' equity | $ 3,615,840 | $ 3,556,996 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jul. 01, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock of $1 par value - | $ 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 STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 | Jun. 25, 2022 | |
Cash flows from operating activities: | ||
Net earnings | $ 161,143 | $ 140,113 |
Adjustments to reconcile net earnings to net cash flows from operations: | ||
Depreciation and amortization | 48,792 | 48,012 |
Contribution to defined benefit pension plan | (15,259) | (17,155) |
Gain on divestiture | (2,994) | 0 |
Stock-based compensation | 19,856 | 19,583 |
Defined benefit pension plan benefit | 122 | (5,242) |
Loss on sale of property, plant, and equipment | 1,297 | 737 |
Equity in loss in nonconsolidated subsidiaries | 1,020 | 913 |
Deferred income taxes | 1,631 | 2,675 |
Changes in assets and liabilities: | ||
Receivables | (38,147) | (53,809) |
Inventories | 6,402 | (56,625) |
Prepaid expenses and other assets (current and non-current) | (26,001) | 5,369 |
Contract assets | 20,052 | (59,536) |
Accounts payable | (20,750) | 39,875 |
Accrued expenses | (11,202) | (16,034) |
Contract liabilities | (53,728) | 4,798 |
Other non-current liabilities | (7,083) | (6,447) |
Income taxes payable / refundable | 24,395 | 20,792 |
Net cash flows provided by operating activities | 109,546 | 68,019 |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (45,393) | (49,676) |
Proceeds from divestiture, net of cash divested | 6,369 | 0 |
Proceeds from sale of assets | 1,261 | 45 |
Proceeds from property damage insurance claims | 4,844 | 0 |
Acquisitions, net of cash acquired | (39,297) | |
Other, net | (1,127) | 1,117 |
Net cash flows used in investing activities | (34,046) | (87,811) |
Cash flows from financing activities: | ||
Proceeds from short-term borrowings | 14,905 | 0 |
Payments on short-term borrowings | (19,598) | (9,155) |
Proceeds from long-term borrowings | 165,012 | 201,462 |
Principal payments on long-term borrowings | (84,105) | (156,973) |
Dividends paid | (24,376) | (22,337) |
Dividends to noncontrolling interest | (662) | 0 |
Purchase of noncontrolling interests | (4,292) | |
Purchase of treasury shares | (135,115) | (9,776) |
Proceeds from exercises under stock plans | 5,201 | 5,846 |
Tax withholdings on exercises under stock plans | (15,416) | (4,205) |
Net cash flows (used in) provided by financing activities | (94,154) | 570 |
Effect of exchange rate changes on cash and cash equivalents | 155 | (3,431) |
Net change in cash and cash equivalents | (18,499) | (22,653) |
Cash and cash equivalents-beginning of period | 185,406 | 177,232 |
Cash and cash equivalents-end of period | $ 166,907 | $ 154,579 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive income (loss) | Treasury stock | Noncontrolling interest in consolidated subsidiaries | Total |
Increase (Decrease) in Shareholders' Equity | |||||||
Treasury stock balance | $ (773,712) | ||||||
Beginning balance at Dec. 25, 2021 | $ 27,900 | $ 1,479 | $ 2,394,307 | $ (263,127) | $ 26,750 | $ 1,413,597 | |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings (loss) | 62,311 | 595 | 62,906 | ||||
Other comprehensive income (loss) | 30,967 | 1,093 | 32,060 | ||||
Cash dividends declared | (11,721) | (11,721) | |||||
Stock options and incentive plans | (3,772) | (3,877) | (7,649) | ||||
Ending balance at Mar. 26, 2022 | 27,900 | 5,251 | 2,444,897 | (232,160) | 28,438 | 1,504,491 | |
Beginning balance at Dec. 25, 2021 | 27,900 | 1,479 | 2,394,307 | (263,127) | 26,750 | 1,413,597 | |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings (loss) | 140,113 | ||||||
Other comprehensive income (loss) | (25,995) | ||||||
Ending balance at Jun. 25, 2022 | 27,900 | 4,321 | 2,509,262 | (288,184) | 64,768 | 1,553,150 | |
Increase (Decrease) in Shareholders' Equity | |||||||
Treasury stock balance | (769,835) | ||||||
Beginning balance at Mar. 26, 2022 | 27,900 | 5,251 | 2,444,897 | (232,160) | 28,438 | 1,504,491 | |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings (loss) | 76,108 | 1,099 | 77,207 | ||||
Other comprehensive income (loss) | (56,024) | (2,031) | (58,055) | ||||
Cash dividends declared | (11,743) | (11,743) | |||||
Purchase of treasury shares | (9,776) | (9,776) | |||||
Purchase of noncontrolling interest | 189 | (4,481) | (4,292) | ||||
Addition of noncontrolling interest due to acquisition | 41,743 | 41,743 | |||||
Stock options and incentive plans | 1,119 | (14,694) | (13,575) | ||||
Ending balance at Jun. 25, 2022 | 27,900 | $ 4,321 | 2,509,262 | (288,184) | 64,768 | 1,553,150 | |
Increase (Decrease) in Shareholders' Equity | |||||||
Treasury stock balance | (764,917) | ||||||
Treasury stock balance | (765,183) | (765,183) | |||||
Beginning balance at Dec. 31, 2022 | 27,900 | 2,593,039 | (274,909) | 60,865 | 1,641,712 | ||
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings (loss) | 74,540 | (2,195) | 72,345 | ||||
Other comprehensive income (loss) | 8,776 | 293 | 9,069 | ||||
Cash dividends declared | (12,634) | (12,634) | |||||
Purchase of treasury shares | (111,115) | (111,115) | |||||
Dividends to noncontrolling interests | (662) | (662) | |||||
Stock options and incentive plans | 19,317 | (19,002) | 315 | ||||
Ending balance at Apr. 01, 2023 | 27,900 | 2,635,628 | (266,133) | 58,301 | 1,598,400 | ||
Beginning balance at Dec. 31, 2022 | 27,900 | 2,593,039 | (274,909) | 60,865 | 1,641,712 | ||
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings (loss) | 161,143 | ||||||
Other comprehensive income (loss) | 19,945 | ||||||
Ending balance at Jul. 01, 2023 | 27,900 | 2,710,382 | (255,602) | 58,068 | 1,670,292 | ||
Increase (Decrease) in Shareholders' Equity | |||||||
Treasury stock balance | (857,296) | ||||||
Beginning balance at Apr. 01, 2023 | 27,900 | 2,635,628 | (266,133) | 58,301 | 1,598,400 | ||
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings (loss) | 89,376 | (578) | 88,798 | ||||
Other comprehensive income (loss) | 10,531 | 345 | 10,876 | ||||
Cash dividends declared | (12,607) | (12,607) | |||||
Purchase of treasury shares | (25,132) | (25,132) | |||||
Stock options and incentive plans | 2,015 | (11,972) | (9,957) | ||||
Ending balance at Jul. 01, 2023 | $ 27,900 | $ 2,710,382 | $ (255,602) | $ 58,068 | 1,670,292 | ||
Increase (Decrease) in Shareholders' Equity | |||||||
Treasury stock balance | $ (870,456) | $ (870,456) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||
Jul. 01, 2023 | Apr. 01, 2023 | Jun. 25, 2022 | Mar. 26, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||
Cash dividends per share (in dollars per share) | $ 0.60 | $ 0.60 | $ 0.55 | $ 0.55 |
Purchase of treasury shares acquired (in shares) | 85,300 | 356,887 | 38,804 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheet as of July 1, 2023, the Condensed Consolidated Statements of Earnings, Comprehensive Income, and Shareholders’ Equity for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022, and the Condensed Consolidated Statements of Cash Flows for the twenty-six weeks then ended have been prepared by Valmont Industries, Inc. (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 July 1, 2023 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, 2022. The results of operations for the period ended July 1, 2023 are not necessarily indicative of the operating results for the full fiscal year. Inventories Inventory is valued at the lower of cost, determined on the first-in, first-out method, or net realizable value. 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. Inventories as of July 1, 2023 and December 31, 2022 consisted of the following: July 1, December 31, 2023 2022 Raw materials and purchased parts $ 266,759 $ 258,814 Work-in-process 46,848 44,453 Finished goods and manufactured goods 416,131 425,495 Total inventories $ 729,738 $ 728,762 Geographical Markets Earnings before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 United States $ 77,066 $ 62,214 $ 108,924 $ 123,031 Foreign 43,866 45,135 117,017 70,703 Total earnings before income taxes and equity in loss of nonconsolidated subsidiaries $ 120,932 $ 107,349 $ 225,941 $ 193,734 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 the 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 twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Interest cost $ 5,414 $ 3,157 $ 10,670 $ 6,522 Expected return on plan assets (5,477) (5,818) (10,794) (12,020) Amortization of prior service cost 124 124 246 256 Net periodic (benefit) expense $ 61 $ (2,537) $ 122 $ (5,242) Stock Plans The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resources Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and bonuses of common stock. As of July 1, 2023, 1,630,007 shares of common stock remained available for issuance under the plans. Under the plans, the exercise price of each option equals the closing market price as of the date of the grant. Options vest beginning on the first anniversary of the grant date in equal amounts over three years or on the grant’s fifth anniversary date. Expiration of grants is seven three The Company’s compensation expense (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Earnings) and associated income tax benefits related to stock options and restricted stock for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Compensation expense $ 11,167 $ 10,120 $ 19,856 $ 19,583 Income tax benefits 2,792 2,530 4,964 4,896 Fair Value The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurement 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. The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. Trading Securities: The Company’s trading securities represent the investments held in the Valmont Deferred Compensation Plan (the “DCP”). The assets of the DCP as of July 1, 2023 of $29,388 ($25,008 as of December 31, 2022) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with ASC 320, Investments – Debt and Equity Securities Derivative Financial Instruments: The fair value of foreign currency and commodity forward contracts and cross currency swap contracts is based on a valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate. Mutual Funds: The Company has short-term investments in various mutual funds. Marketable Securities: The Company has short-term investments in various certificates of deposit. Carrying Value Fair Value Measurement Using: July 1, 2023 Level 1 Level 2 Level 3 Trading securities $ 29,388 $ 29,388 $ — $ — Derivative financial instruments, net 437 — 437 — Cash and cash equivalents - mutual funds 2,869 2,869 — — Cash and cash equivalents - marketable securities 143 — 143 — Carrying Value Fair Value Measurement Using: December 31, 2022 Level 1 Level 2 Level 3 Trading securities $ 25,008 $ 25,008 $ — $ — Derivative financial instruments, net 1,404 — 1,404 — Cash and cash equivalents - mutual funds 7,205 7,205 — — Cash and cash equivalents - marketable securities 136 — 136 — Long-Lived Assets The Company’s other non-financial assets include goodwill and other intangible assets, which are classified as Level 3 items. These assets are measured at fair value on a non-recurring basis as part of annual impairment testing. Leases The Company’s operating lease right-of-use assets are included in “Other non-current assets” and the corresponding lease obligations are included in “Other accrued expenses” and “Operating lease liabilities” in the Condensed Consolidated Balance Sheets. Comprehensive Income Comprehensive income includes net earnings, foreign currency translation adjustments, certain derivative-related activity, and changes in prior service cost from the 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) (“AOCI”) consisted of the following as of July 1, 2023 and December 31, 2022: Foreign Accumulated Currency Defined Other Translation Hedging Benefit Comprehensive Adjustments Activities Pension Plan Income (Loss) Balance at December 31, 2022 $ (260,799) $ 20,099 $ (34,209) $ (274,909) Current period comprehensive income (loss) 19,518 (397) 186 19,307 Balance at July 1, 2023 $ (241,281) $ 19,702 $ (34,023) $ (255,602) Revenue Recognition The Company determines the appropriate revenue recognition model for contracts by analyzing the type, terms, and conditions of each contract or arrangement with a customer. Contracts with customers for all businesses are fixed-price with sales tax excluded from revenue and do not include variable consideration. Discounts included in contracts with customers, typically early pay discounts, are recorded as a reduction of net sales in the period in which the sale is recognized. Contract revenues are classified as “Product sales” when the performance obligation is related to the manufacturing and sale of goods. Contract revenues are classified as “Service sales” when the performance obligation is the performance of a service. Service revenue is primarily related to the Coatings and Technology Products and Services product lines. Customer acceptance provisions exist only in the design stage of our products (on a limited basis, the Company may agree to other acceptance terms), and acceptance of the design by the customer is required before the project is manufactured and delivered to the customer. The Company is not entitled to any compensation solely based on design of the product and does not recognize this service as a separate performance obligation and, therefore, no revenue is recognized with the design stage. No general rights of return exist for customers once the product has been delivered and the Company establishes provisions for estimated warranties. Shipping and handling costs associated with sales are recorded as cost of goods sold. The Company elected to use the practical expedient of treating freight as a fulfillment obligation instead of a separate performance obligation and ratably recognize freight expense as the structure is being manufactured when the revenue from the associated customer contract is being recognized over time. With the exception of the Transmission, Distribution, and Substation ("TD&S") product line, the Solar product line, and the Telecommunications product line, the Company’s inventory is interchangeable for a variety of each segment’s customers. The Company has elected to not disclose the partially satisfied performance obligation at the end of the period when the contract has an original expected duration of one year or less. In addition, the Company does not adjust the amount of consideration to be received in a contract for any significant financing component if payment is expected within twelve months of transfer of control of goods or services. The Company’s contract assets as of July 1, 2023 and December 31, 2022 totaled $154,410 and $174,539, respectively. While most of the Infrastructure segment customers are generally invoiced upon shipment or delivery of the goods to the customer’s specified location, certain customers are also invoiced by advanced billings or progress billings. As of July 1, 2023 and December 31, 2022, total contract liabilities were $124,380 and $178,531, respectively. As of July 1, 2023, $124,230 was recorded as “Contract liabilities” and $150 was recorded as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets. Additional details are as follows: ● During the thirteen and twenty-six weeks ended July 1, 2023, the Company recognized $41,217 and $100,157 of revenue that was included in the total contract liability as of December 31, 2022, respectively. The revenue recognized was due to applying advance payments received for performance obligations completed during the period. ● During the thirteen and twenty-six weeks ended June 25, 2022, the Company recognized $31,149 and $59,171 of revenue that was included in the total contract liability as of December 25, 2021, respectively. The revenue recognized was due to applying advance payments received for performance obligations completed during the period. ● As of July 1, 2023, the Company had $150 of remaining performance obligations on contracts with an original expected duration of one year or more and expects to complete the remaining performance obligations on these contracts within the next 12 to 24 months . Segment and Product Line Revenue Recognition Infrastructure Segment Steel and concrete utility structures within the TD&S product line are engineered to customer specifications resulting in limited ability to sell the structure to a different customer if an order is canceled after production commences. The continuous transfer of control to the customer is evidenced either by contractual termination clauses or by rights to payment for work performed to-date plus a reasonable profit as the products do not have an alternative use to the Company. Since control is transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment. For the TD&S and Telecommunications product lines, the Company generally recognizes revenue on an input basis, using total production hours incurred to-date for each order as a percentage of total hours estimated to produce the order. The completion percentage is applied to the order’s total revenue and total estimated costs to determine reported revenue, cost of goods sold, and gross profit. Production of an order, once started, is typically completed within three months. Depending on the product sold, revenue from the Solar product line is recognized both upon shipment or delivery of goods to the customer depending on contract terms, or by using an inputs method, based on the ratio of costs incurred to-date to the total estimated costs at completion of the performance obligation. External sales agents are used in certain TD&S sales and the Company has chosen to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured. For the structures sold for Lighting and Transportation and for the majority of Telecommunications products, revenue is recognized upon shipment or delivery of goods to the customer depending on contract terms, which is the same point in time that the customer is billed. There are also large regional customers who have unique product specifications for telecommunication structures. When the customer contract includes a cancellation clause that would require them to pay for work completed plus a reasonable margin if an order was canceled, revenue is recognized over time based on hours worked as a percent of total estimated hours to complete production. The Coatings product line revenues are derived by providing coating services to customers’ products, which include galvanizing, anodizing, and powder coating. Revenue is recognized once the coating service has been performed and the goods are ready to be picked up or delivered to the customer, which is the same time that the customer is billed. Agriculture Segment Revenue recognition from the manufacture of irrigation equipment and related parts and services (including tubular products for industrial customers) is generally upon shipment of the goods to the customer which is the same point in time that the customer is billed. The remote monitoring subscription services recognized as part of Technology Products and Services product line are primarily billed annually and revenue is recognized on a straight-line basis over the subsequent twelve months. Disaggregation of revenue by product line is disclosed in the “Business Segments & Related Revenue Information” footnote. Supplier Finance Program In the first quarter of 2023, the Company adopted Accounting Standards Update No. 2022-04, Liabilities – Supplier Finance Program (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations Confirmed obligations outstanding at December 31, 2022 $ 48,880 Invoices confirmed during the period 135,729 Confirmed invoices paid during the period (142,093) Confirmed obligations outstanding at July 1, 2023 $ 42,516 |
ACQUISITIONS
ACQUISITIONS | 6 Months Ended |
Jul. 01, 2023 | |
Business Combinations [Abstract] | |
ACQUISITIONS | (2) ACQUISITIONS Acquisitions of Businesses On June 1, 2022, the Company acquired approximately 51% of ConcealFab for $39,287 in cash (net of cash acquired) and subject to working capital adjustments. Approximately $1,850 of the purchase price was contingent on seller representations and warranties that will be settled within 18 months of the acquisition date. ConcealFab is located in Colorado Springs, Colorado, and its operations are reported in the Infrastructure segment. The acquisition was made to allow the Company to incorporate innovative 5G infrastructure and passive intermodulation mitigation solutions into our advanced Infrastructure portfolio. Goodwill is not deductible for tax purposes. The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition. The Company finalized the purchase price allocation in the first quarter of fiscal 2023. The following table summarizes the fair values of the assets acquired and liabilities assumed of ConcealFab as of the date of acquisition: June 1, 2022 Current assets $ 21,133 Property, plant, and equipment 3,813 Goodwill 42,465 Customer relationships 26,200 Trade name 5,000 Other non-current assets 9,108 Total fair value of assets acquired $ 107,719 Current liabilities 6,658 Long-term debt 2,038 Operating lease liabilities 7,812 Deferred income taxes 5,464 Other non-current liabilities 12 Total fair value of liabilities assumed $ 21,984 Noncontrolling interest in consolidated subsidiaries 41,693 Net assets acquired $ 44,042 Proforma disclosures were omitted for this acquisition as it does not have a significant impact on the Company’s financial results. Acquisition-related costs incurred for the above acquisition were insignificant for all fiscal years presented. In July 2023, subsequent to the second quarter of fiscal 2023, the Company entered into a definitive agreement to acquire HR Products, a leading wholesale supplier of irrigation parts in Australia. The transaction is expected to close in the third quarter of fiscal 2023 with a total purchase price of approximately $60 million Australian dollars ($40 million United States (“U.S.”) dollars), subject to working capital adjustments. Acquisitions of Noncontrolling Interests On August 10, 2022, the Company acquired the remaining 9% of Convert Italy S.p.A. for $3,046. As this transaction was for the acquisition of all of the remaining shares of a consolidated subsidiary with no change in control, it was recorded within “Shareholders’ equity” in the Condensed Consolidated Balance Sheets and as “Cash flows from financing activities” in the Condensed Consolidated Statements of Cash Flows. On May 10, 2022, the Company acquired the remaining 20% of Valmont West Coast Engineering Ltd. for $4,292. As this transaction was for the acquisition of all of the remaining shares of a consolidated subsidiary with no change in control, it was recorded within “Shareholders’ equity” in the Condensed Consolidated Balance Sheets and as “Cash flows from financing activities” in the Condensed Consolidated Statements of Cash Flows. |
DIVESTITURES
DIVESTITURES | 6 Months Ended |
Jul. 01, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURES | (3) DIVESTITURES On April 30, 2023, the Company completed the sale of Torrent Engineering and Equipment, an integrator of prepackaged pump stations in Indiana, reported in the Agriculture segment, for net proceeds of $6,369. A pre-tax gain of $2,994 is reported in “ Other income (expenses) On November 30, 2022, the Company completed the sale of Valmont SM, an offshore wind energy structures business in Denmark, reported in the Other segment. The business was sold because it did not align with the long-term strategic plans for the Company. The offshore wind energy structures business’ historical annual sales, operating income, and net assets are not significant for discontinued operations presentation. The offshore wind energy structures business had an operating income of $516 for the thirteen weeks ended June 25, 2022, and an operating loss of $293 for the twenty-six weeks ended June 25, 2022. At closing, in the fourth quarter of fiscal 2022, the Company received 90,000 Danish kroner ($12,570 U.S. dollars) with an additional 28,000 Danish kroner ($4,027 U.S. dollars) held in an escrow account subject to normal closing conditions before it will be released to the Company. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jul. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | (4) GOODWILL AND INTANGIBLE ASSETS Intangible Assets The components of intangible assets as of July 1, 2023 and December 31, 2022 were as follows: July 1, 2023 December 31, 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Amortizing intangible assets: Customer relationships $ 221,299 $ 151,454 $ 222,716 $ 145,502 Patents & proprietary technology 58,785 25,475 58,404 21,291 Trade names 2,850 848 2,850 645 Other 4,757 4,434 2,462 2,164 Non-amortizing intangible assets: Trade names 60,248 — 59,785 — $ 347,939 $ 182,211 $ 346,217 $ 169,602 Amortizing intangible assets carry a remaining weighted average life of approximately 12 years. Amortization expense was $5,225 and $10,415 for the thirteen and twenty-six weeks ended July 1, 2023, respectively, and $5,531 and $11,380 for the thirteen and twenty-six weeks ended June 25, 2022, respectively. Based on amortizing intangible assets recognized in the Condensed Consolidated Balance Sheets as of July 1, 2023, amortization expense is estimated to average $13,293 for each next five fiscal The useful lives assigned to finite-lived amortizing 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. In its determination of the non-amortizing 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 as of August 27, 2022. The values of each trade name were 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 July 1, 2023 and December 31, 2022 was as follows: Infrastructure Agriculture Total Gross balance at December 31, 2022 $ 473,551 $ 313,777 $ 787,328 Accumulated impairment losses (47,467) — (47,467) Balance at December 31, 2022 426,084 313,777 739,861 Divestiture — (160) (160) Foreign currency translation 4,166 404 4,570 Balance at July 1, 2023 $ 430,250 $ 314,021 $ 744,271 Infrastructure Agriculture Total Gross balance at July 1, 2023 $ 477,717 $ 314,021 $ 791,738 Accumulated impairment losses (47,467) — (47,467) Balance at July 1, 2023 $ 430,250 $ 314,021 $ 744,271 The Company’s annual impairment test of goodwill was performed as of August 27, 2022, using primarily the discounted cash flow method. The estimated fair value of all the Company’s reporting units exceeded their respective carrying value, so no goodwill impairments were recorded. During fiscal 2023, no goodwill impairments have been recorded. |
CASH FLOW SUPPLEMENTARY INFORMA
CASH FLOW SUPPLEMENTARY INFORMATION | 6 Months Ended |
Jul. 01, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
CASH FLOW SUPPLEMENTARY INFORMATION | (5) 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 twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Twenty-six weeks ended July 1, June 25, 2023 2022 Interest $ 27,387 $ 22,221 Income taxes 42,504 29,921 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 6 Months Ended |
Jul. 01, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | (6) EARNINGS PER SHARE The following table provides a reconciliation of the earnings and average share amounts used to compute both basic and diluted earnings per share: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Net earnings attributable to Valmont Industries, Inc. $ 89,376 $ 76,108 $ 163,916 $ 138,419 Weighted average shares outstanding: Basic weighted average shares outstanding 21,029 21,313 21,149 21,296 Dilutive effect of various stock awards 200 228 221 220 Diluted weighted average shares outstanding 21,229 21,541 21,370 21,516 Earnings per share: Basic $ 4.25 $ 3.57 $ 7.75 $ 6.50 Dilutive effect of various stock awards (0.04) (0.04) (0.08) (0.07) Diluted $ 4.21 $ 3.53 $ 7.67 $ 6.43 As of July 1, 2023 and June 25, 2022, there were 40,564 and 47,223 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share, respectively. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 6 Months Ended |
Jul. 01, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | (7) DERIVATIVE FINANCIAL INSTRUMENTS The Company manages interest rate risk, commodity price risk, and foreign currency risk related to foreign currency denominated transactions and investments in foreign subsidiaries. Depending on the circumstances, the Company may manage these risks by utilizing derivative financial instruments. Some derivative financial instruments are marked to market and recorded in the Company’s Condensed Consolidated Statements of Earnings, while others may be accounted for as fair value, cash flow, or net investment hedges. Derivative financial instruments have credit and market risk. The Company manages these risks of derivative instruments by monitoring limits as to the types and degree of risk that can be taken and by entering into transactions with counterparties who are recognized, stable multinational banks. Any gains or losses from net investment hedge activities remain in AOCI until either the sale or substantially complete liquidation of the related subsidiaries. Fair value of derivative instruments as of July 1, 2023 and December 31, 2022 was as follows: July 1, December 31, Derivatives designated as hedging instruments: Balance Sheet location 2023 2022 Commodity forward contracts Prepaid expenses and other current assets $ 93 $ — Commodity forward contracts Other accrued expenses (2,311) (3,854) Foreign currency forward contracts Prepaid expenses and other current assets — 83 Cross currency swap contracts Prepaid expenses and other current assets 2,974 5,385 Cross currency swap contracts Other accrued expenses (319) (210) $ 437 $ 1,404 Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Earnings for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended Derivatives designated as July 1, June 25, July 1, June 25, hedging instruments: Statement of Earnings location 2023 2022 2023 2022 Commodity forward contracts Product cost of sales $ (1,078) $ (1,545) $ (5,063) $ 498 Foreign currency forward contracts Other income (expenses) 80 (234) 177 (85) Interest rate hedge amortization Interest expense (16) (16) (32) (32) Cross currency swap contracts Interest expense 449 733 895 1,507 $ (565) $ (1,062) $ (4,023) $ 1,888 Cash Flow Hedges The Company enters into commodity forward contracts that qualify as cash flow hedges of the variability in cash flows attributable to future purchases. The gain (loss) realized upon settlement for each will be recorded in “Product cost of sales” in the Condensed Consolidated Statements of Earnings in the period consumed. Notional amounts, purchase quantities, and maturity dates of these forward contracts as of July 1, 2023 were as follows: Notional Total Maturity Commodity Type Amount Purchase Quantity Dates Steel hot rolled coil $ 23,224 27,000 short tons July 2023 to March 2024 Natural gas 5,391 1,154,000 MMBtu July 2023 to May 2025 Diesel fuel 755 1,890,000 gallons July 2023 to March 2024 During the first quarter of fiscal 2023, a subsidiary with a Euro functional currency entered into a foreign currency forward contract to mitigate foreign currency risk related to a large customer order denominated in U.S. dollars. The forward contract, which qualified as a fair value hedge, had a notional amount to sell $1,800 in exchange for a stated amount of Euros and matured in April 2023. Net Investment Hedges In 2019, the Company entered into two fixed-for-fixed cross currency swaps (“CCS”), swapping U.S. dollar principal and interest payments on a portion of its 5.00% senior unsecured notes due in 2044 for Danish krone (“DKK”) and Euro denominated payments. The CCS were entered into in order to mitigate foreign currency risk on the Company’s Euro and DKK investments and to reduce interest expense. Interest is exchanged twice per year on April 1 and October 1. The Company designated the initial full notional amount of the two CCS ($130,000) as a hedge of the net investment in certain Danish and European subsidiaries under the spot method, with all changes in the fair value of the CCS that are included in the assessment of effectiveness (changes due to spot foreign exchange rates) recorded as cumulative foreign currency translation within AOCI. Net interest receipts will be recorded as a reduction of interest expense over the life of the CCS. During the second half of fiscal 2022, the Company settled the DKK CCS and received proceeds of $3,532. Due to the sale of the offshore wind energy structures business in the fourth quarter of fiscal 2022, the Company reclassified the cumulative net investment hedge gain of $4,827 ($3,620 after tax) from AOCI to “Other income (expenses)” in the Consolidated Statements of Earnings as of December 31, 2022 on Form 10-K. Key terms of the Euro CCS are as follows: Notional Swapped Set Settlement Currency Amount Termination Date Interest Rate Amount Euro $ 80,000 April 1, 2024 2.825% € 71,550 |
BUSINESS SEGMENTS & RELATED REV
BUSINESS SEGMENTS & RELATED REVENUE INFORMATION | 6 Months Ended |
Jul. 01, 2023 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS & RELATED REVENUE INFORMATION | (8) BUSINESS SEGMENTS & RELATED REVENUE INFORMATION The Company has two reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and the allocation of capital within the segment. Net corporate expense is net of certain service-related expenses that are allocated to business units generally on the basis of employee headcounts and sales dollars. Reportable segments are as follows: INFRASTRUCTURE: AGRICULTURE: In addition to these two reportable segments, the Company had a business and related activities in fiscal 2022 that were not more than 10% of consolidated sales, operating income, or assets. This comprised the offshore wind energy structures business and was reported in the Other segment until its divestiture in the fourth quarter of fiscal 2022. The Company evaluates the performance of its reportable segments based upon operating income and return on invested capital. The Company’s operating income for segment purposes excludes unallocated corporate general and administrative expenses, interest expense, non-operating income and deductions, and income taxes. Summary by Business Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 SALES: Infrastructure $ 770,595 $ 739,518 $ 1,506,701 $ 1,401,590 Agriculture 279,933 377,765 612,096 684,345 Other — 25,432 — 44,086 Total 1,050,528 1,142,715 2,118,797 2,130,021 INTERSEGMENT SALES: Infrastructure (2,437) (4,200) (6,403) (7,301) Agriculture (1,795) (2,983) (3,617) (6,368) Total (4,232) (7,183) (10,020) (13,669) NET SALES: Infrastructure 768,158 735,318 1,500,298 1,394,289 Agriculture 278,138 374,782 608,479 677,977 Other — 25,432 — 44,086 Total $ 1,046,296 $ 1,135,532 $ 2,108,777 $ 2,116,352 OPERATING INCOME (LOSS): Infrastructure $ 115,950 $ 84,127 $ 210,302 $ 162,443 Agriculture 49,251 58,046 102,574 95,521 Other — 516 — (293) Corporate (31,468) (23,970) (60,677) (44,110) Total $ 133,733 $ 118,719 $ 252,199 $ 213,561 Thirteen weeks ended July 1, 2023 Infrastructure Agriculture Intersegment Sales Consolidated Geographical market: North America $ 587,313 $ 140,981 $ (3,613) $ 724,681 International 183,282 138,952 (619) 321,615 Total $ 770,595 $ 279,933 $ (4,232) $ 1,046,296 Product line: Transmission, Distribution, and Substation $ 314,307 $ — $ — $ 314,307 Lighting and Transportation 246,123 — — 246,123 Coatings 91,120 — (1,818) 89,302 Telecommunications 67,738 — — 67,738 Solar 51,307 — (619) 50,688 Irrigation Equipment and Parts — 252,457 (1,795) 250,662 Technology Products and Services — 27,476 — 27,476 Total $ 770,595 $ 279,933 $ (4,232) $ 1,046,296 Twenty-six weeks ended July 1, 2023 Infrastructure Agriculture Intersegment Sales Consolidated Geographical market: North America $ 1,171,396 $ 323,850 $ (8,987) $ 1,486,259 International 335,305 288,246 (1,033) 622,518 Total $ 1,506,701 $ 612,096 $ (10,020) $ 2,108,777 Product line: Transmission, Distribution, and Substation $ 629,127 $ — $ — $ 629,127 Lighting and Transportation 475,259 — — 475,259 Coatings 181,234 — (5,370) 175,864 Telecommunications 135,875 — — 135,875 Solar 85,206 — (1,033) 84,173 Irrigation Equipment and Parts — 551,638 (3,617) 548,021 Technology Products and Services — 60,458 — 60,458 Total $ 1,506,701 $ 612,096 $ (10,020) $ 2,108,777 Thirteen weeks ended June 25, 2022 Infrastructure Agriculture Other Intersegment Sales Consolidated Geographical market: North America $ 559,864 $ 203,488 $ — $ (6,716) $ 756,636 International 179,654 174,277 25,432 (467) 378,896 Total $ 739,518 $ 377,765 $ 25,432 $ (7,183) $ 1,135,532 Product line: Transmission, Distribution, and Substation $ 295,835 $ — $ — $ — $ 295,835 Lighting and Transportation 246,652 — — — 246,652 Coatings 90,321 — — (4,200) 86,121 Telecommunications 78,539 — — — 78,539 Solar 28,171 — 25,432 — 53,603 Irrigation Equipment and Parts — 347,585 — (2,983) 344,602 Technology Products and Services — 30,180 — — 30,180 Total $ 739,518 $ 377,765 $ 25,432 $ (7,183) $ 1,135,532 Twenty-six weeks ended June 25, 2022 Infrastructure Agriculture Other Intersegment Sales Consolidated Geographical market: North America $ 1,065,844 $ 385,743 $ — $ (13,202) $ 1,438,385 International 335,746 298,602 44,086 (467) 677,967 Total $ 1,401,590 $ 684,345 $ 44,086 $ (13,669) $ 2,116,352 Product line: Transmission, Distribution, and Substation $ 577,435 $ — $ — $ — $ 577,435 Lighting and Transportation 459,419 — — — 459,419 Coatings 172,297 — — (7,301) 164,996 Telecommunications 139,935 — — — 139,935 Solar 52,504 — 44,086 — 96,590 Irrigation Equipment and Parts — 625,619 — (6,368) 619,251 Technology Products and Services — 58,726 — — 58,726 Total $ 1,401,590 $ 684,345 $ 44,086 $ (13,669) $ 2,116,352 A breakdown by segment of revenue recognized over time and at a point in time for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022 was as follows: Thirteen weeks ended July 1, 2023 Twenty-six weeks ended July 1, 2023 Point in Time Over Time Total Point in Time Over Time Total Infrastructure $ 451,885 $ 316,273 $ 768,158 $ 863,102 $ 637,196 $ 1,500,298 Agriculture 270,811 7,327 278,138 595,017 13,462 608,479 Total $ 722,696 $ 323,600 $ 1,046,296 $ 1,458,119 $ 650,658 $ 2,108,777 Thirteen weeks ended June 25, 2022 Twenty-six weeks ended June 25, 2022 Point in Time Over Time Total Point in Time Over Time Total Infrastructure $ 429,291 $ 306,027 $ 735,318 $ 798,481 $ 595,808 $ 1,394,289 Agriculture 368,175 6,607 374,782 665,781 12,196 677,977 Other — 25,432 25,432 — 44,086 44,086 Total $ 797,466 $ 338,066 $ 1,135,532 $ 1,464,262 $ 652,090 $ 2,116,352 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheet as of July 1, 2023, the Condensed Consolidated Statements of Earnings, Comprehensive Income, and Shareholders’ Equity for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022, and the Condensed Consolidated Statements of Cash Flows for the twenty-six weeks then ended have been prepared by Valmont Industries, Inc. (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 July 1, 2023 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, 2022. The results of operations for the period ended July 1, 2023 are not necessarily indicative of the operating results for the full fiscal year. |
Inventories | Inventories Inventory is valued at the lower of cost, determined on the first-in, first-out method, or net realizable value. 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. Inventories as of July 1, 2023 and December 31, 2022 consisted of the following: July 1, December 31, 2023 2022 Raw materials and purchased parts $ 266,759 $ 258,814 Work-in-process 46,848 44,453 Finished goods and manufactured goods 416,131 425,495 Total inventories $ 729,738 $ 728,762 |
Geographical Markets | Geographical Markets Earnings before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 United States $ 77,066 $ 62,214 $ 108,924 $ 123,031 Foreign 43,866 45,135 117,017 70,703 Total earnings before income taxes and equity in loss of nonconsolidated subsidiaries $ 120,932 $ 107,349 $ 225,941 $ 193,734 |
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 the 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 twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Interest cost $ 5,414 $ 3,157 $ 10,670 $ 6,522 Expected return on plan assets (5,477) (5,818) (10,794) (12,020) Amortization of prior service cost 124 124 246 256 Net periodic (benefit) expense $ 61 $ (2,537) $ 122 $ (5,242) |
Stock Plans | Stock Plans The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resources Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and bonuses of common stock. As of July 1, 2023, 1,630,007 shares of common stock remained available for issuance under the plans. Under the plans, the exercise price of each option equals the closing market price as of the date of the grant. Options vest beginning on the first anniversary of the grant date in equal amounts over three years or on the grant’s fifth anniversary date. Expiration of grants is seven three The Company’s compensation expense (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Earnings) and associated income tax benefits related to stock options and restricted stock for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Compensation expense $ 11,167 $ 10,120 $ 19,856 $ 19,583 Income tax benefits 2,792 2,530 4,964 4,896 |
Fair Value | Fair Value The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurement 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. The following is a description of the valuation methodologies used for assets and liabilities measured at fair value. Trading Securities: The Company’s trading securities represent the investments held in the Valmont Deferred Compensation Plan (the “DCP”). The assets of the DCP as of July 1, 2023 of $29,388 ($25,008 as of December 31, 2022) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with ASC 320, Investments – Debt and Equity Securities Derivative Financial Instruments: The fair value of foreign currency and commodity forward contracts and cross currency swap contracts is based on a valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate. Mutual Funds: The Company has short-term investments in various mutual funds. Marketable Securities: The Company has short-term investments in various certificates of deposit. Carrying Value Fair Value Measurement Using: July 1, 2023 Level 1 Level 2 Level 3 Trading securities $ 29,388 $ 29,388 $ — $ — Derivative financial instruments, net 437 — 437 — Cash and cash equivalents - mutual funds 2,869 2,869 — — Cash and cash equivalents - marketable securities 143 — 143 — Carrying Value Fair Value Measurement Using: December 31, 2022 Level 1 Level 2 Level 3 Trading securities $ 25,008 $ 25,008 $ — $ — Derivative financial instruments, net 1,404 — 1,404 — Cash and cash equivalents - mutual funds 7,205 7,205 — — Cash and cash equivalents - marketable securities 136 — 136 — |
Long-Lived Assets | Long-Lived Assets The Company’s other non-financial assets include goodwill and other intangible assets, which are classified as Level 3 items. These assets are measured at fair value on a non-recurring basis as part of annual impairment testing. |
Leases | Leases The Company’s operating lease right-of-use assets are included in “Other non-current assets” and the corresponding lease obligations are included in “Other accrued expenses” and “Operating lease liabilities” in the Condensed Consolidated Balance Sheets. |
Comprehensive Income | Comprehensive Income Comprehensive income includes net earnings, foreign currency translation adjustments, certain derivative-related activity, and changes in prior service cost from the 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) (“AOCI”) consisted of the following as of July 1, 2023 and December 31, 2022: Foreign Accumulated Currency Defined Other Translation Hedging Benefit Comprehensive Adjustments Activities Pension Plan Income (Loss) Balance at December 31, 2022 $ (260,799) $ 20,099 $ (34,209) $ (274,909) Current period comprehensive income (loss) 19,518 (397) 186 19,307 Balance at July 1, 2023 $ (241,281) $ 19,702 $ (34,023) $ (255,602) |
Revenue Recognition | Revenue Recognition The Company determines the appropriate revenue recognition model for contracts by analyzing the type, terms, and conditions of each contract or arrangement with a customer. Contracts with customers for all businesses are fixed-price with sales tax excluded from revenue and do not include variable consideration. Discounts included in contracts with customers, typically early pay discounts, are recorded as a reduction of net sales in the period in which the sale is recognized. Contract revenues are classified as “Product sales” when the performance obligation is related to the manufacturing and sale of goods. Contract revenues are classified as “Service sales” when the performance obligation is the performance of a service. Service revenue is primarily related to the Coatings and Technology Products and Services product lines. Customer acceptance provisions exist only in the design stage of our products (on a limited basis, the Company may agree to other acceptance terms), and acceptance of the design by the customer is required before the project is manufactured and delivered to the customer. The Company is not entitled to any compensation solely based on design of the product and does not recognize this service as a separate performance obligation and, therefore, no revenue is recognized with the design stage. No general rights of return exist for customers once the product has been delivered and the Company establishes provisions for estimated warranties. Shipping and handling costs associated with sales are recorded as cost of goods sold. The Company elected to use the practical expedient of treating freight as a fulfillment obligation instead of a separate performance obligation and ratably recognize freight expense as the structure is being manufactured when the revenue from the associated customer contract is being recognized over time. With the exception of the Transmission, Distribution, and Substation ("TD&S") product line, the Solar product line, and the Telecommunications product line, the Company’s inventory is interchangeable for a variety of each segment’s customers. The Company has elected to not disclose the partially satisfied performance obligation at the end of the period when the contract has an original expected duration of one year or less. In addition, the Company does not adjust the amount of consideration to be received in a contract for any significant financing component if payment is expected within twelve months of transfer of control of goods or services. The Company’s contract assets as of July 1, 2023 and December 31, 2022 totaled $154,410 and $174,539, respectively. While most of the Infrastructure segment customers are generally invoiced upon shipment or delivery of the goods to the customer’s specified location, certain customers are also invoiced by advanced billings or progress billings. As of July 1, 2023 and December 31, 2022, total contract liabilities were $124,380 and $178,531, respectively. As of July 1, 2023, $124,230 was recorded as “Contract liabilities” and $150 was recorded as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets. Additional details are as follows: ● During the thirteen and twenty-six weeks ended July 1, 2023, the Company recognized $41,217 and $100,157 of revenue that was included in the total contract liability as of December 31, 2022, respectively. The revenue recognized was due to applying advance payments received for performance obligations completed during the period. ● During the thirteen and twenty-six weeks ended June 25, 2022, the Company recognized $31,149 and $59,171 of revenue that was included in the total contract liability as of December 25, 2021, respectively. The revenue recognized was due to applying advance payments received for performance obligations completed during the period. ● As of July 1, 2023, the Company had $150 of remaining performance obligations on contracts with an original expected duration of one year or more and expects to complete the remaining performance obligations on these contracts within the next 12 to 24 months . Segment and Product Line Revenue Recognition Infrastructure Segment Steel and concrete utility structures within the TD&S product line are engineered to customer specifications resulting in limited ability to sell the structure to a different customer if an order is canceled after production commences. The continuous transfer of control to the customer is evidenced either by contractual termination clauses or by rights to payment for work performed to-date plus a reasonable profit as the products do not have an alternative use to the Company. Since control is transferring over time, revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method to measure progress towards completion requires judgment. For the TD&S and Telecommunications product lines, the Company generally recognizes revenue on an input basis, using total production hours incurred to-date for each order as a percentage of total hours estimated to produce the order. The completion percentage is applied to the order’s total revenue and total estimated costs to determine reported revenue, cost of goods sold, and gross profit. Production of an order, once started, is typically completed within three months. Depending on the product sold, revenue from the Solar product line is recognized both upon shipment or delivery of goods to the customer depending on contract terms, or by using an inputs method, based on the ratio of costs incurred to-date to the total estimated costs at completion of the performance obligation. External sales agents are used in certain TD&S sales and the Company has chosen to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured. For the structures sold for Lighting and Transportation and for the majority of Telecommunications products, revenue is recognized upon shipment or delivery of goods to the customer depending on contract terms, which is the same point in time that the customer is billed. There are also large regional customers who have unique product specifications for telecommunication structures. When the customer contract includes a cancellation clause that would require them to pay for work completed plus a reasonable margin if an order was canceled, revenue is recognized over time based on hours worked as a percent of total estimated hours to complete production. The Coatings product line revenues are derived by providing coating services to customers’ products, which include galvanizing, anodizing, and powder coating. Revenue is recognized once the coating service has been performed and the goods are ready to be picked up or delivered to the customer, which is the same time that the customer is billed. Agriculture Segment Revenue recognition from the manufacture of irrigation equipment and related parts and services (including tubular products for industrial customers) is generally upon shipment of the goods to the customer which is the same point in time that the customer is billed. The remote monitoring subscription services recognized as part of Technology Products and Services product line are primarily billed annually and revenue is recognized on a straight-line basis over the subsequent twelve months. Disaggregation of revenue by product line is disclosed in the “Business Segments & Related Revenue Information” footnote. |
Supplier Finance Program | Supplier Finance Program In the first quarter of 2023, the Company adopted Accounting Standards Update No. 2022-04, Liabilities – Supplier Finance Program (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations Confirmed obligations outstanding at December 31, 2022 $ 48,880 Invoices confirmed during the period 135,729 Confirmed invoices paid during the period (142,093) Confirmed obligations outstanding at July 1, 2023 $ 42,516 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories as of July 1, 2023 and December 31, 2022 consisted of the following: July 1, December 31, 2023 2022 Raw materials and purchased parts $ 266,759 $ 258,814 Work-in-process 46,848 44,453 Finished goods and manufactured goods 416,131 425,495 Total inventories $ 729,738 $ 728,762 |
Schedule of Income Before Income Tax, Domestic and Foreign | Earnings before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 United States $ 77,066 $ 62,214 $ 108,924 $ 123,031 Foreign 43,866 45,135 117,017 70,703 Total earnings before income taxes and equity in loss of nonconsolidated subsidiaries $ 120,932 $ 107,349 $ 225,941 $ 193,734 |
Schedule of Components of the Net Periodic Pension (Benefit) Expense | The components of the net periodic pension (benefit) expense for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Interest cost $ 5,414 $ 3,157 $ 10,670 $ 6,522 Expected return on plan assets (5,477) (5,818) (10,794) (12,020) Amortization of prior service cost 124 124 246 256 Net periodic (benefit) expense $ 61 $ (2,537) $ 122 $ (5,242) |
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” in the Condensed Consolidated Statements of Earnings) and associated income tax benefits related to stock options and restricted stock for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Compensation expense $ 11,167 $ 10,120 $ 19,856 $ 19,583 Income tax benefits 2,792 2,530 4,964 4,896 |
Valuation methodologies used for assets and liabilities measured at fair value | Carrying Value Fair Value Measurement Using: July 1, 2023 Level 1 Level 2 Level 3 Trading securities $ 29,388 $ 29,388 $ — $ — Derivative financial instruments, net 437 — 437 — Cash and cash equivalents - mutual funds 2,869 2,869 — — Cash and cash equivalents - marketable securities 143 — 143 — Carrying Value Fair Value Measurement Using: December 31, 2022 Level 1 Level 2 Level 3 Trading securities $ 25,008 $ 25,008 $ — $ — Derivative financial instruments, net 1,404 — 1,404 — Cash and cash equivalents - mutual funds 7,205 7,205 — — Cash and cash equivalents - marketable securities 136 — 136 — |
Schedule of Components of Accumulated Other Comprehensive Income (Loss) | Foreign Accumulated Currency Defined Other Translation Hedging Benefit Comprehensive Adjustments Activities Pension Plan Income (Loss) Balance at December 31, 2022 $ (260,799) $ 20,099 $ (34,209) $ (274,909) Current period comprehensive income (loss) 19,518 (397) 186 19,307 Balance at July 1, 2023 $ (241,281) $ 19,702 $ (34,023) $ (255,602) |
Schedule of supplier finance program confirmed obligations | Confirmed obligations outstanding at December 31, 2022 $ 48,880 Invoices confirmed during the period 135,729 Confirmed invoices paid during the period (142,093) Confirmed obligations outstanding at July 1, 2023 $ 42,516 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Business Combinations [Abstract] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the fair values of the assets acquired and liabilities assumed of ConcealFab as of the date of acquisition: June 1, 2022 Current assets $ 21,133 Property, plant, and equipment 3,813 Goodwill 42,465 Customer relationships 26,200 Trade name 5,000 Other non-current assets 9,108 Total fair value of assets acquired $ 107,719 Current liabilities 6,658 Long-term debt 2,038 Operating lease liabilities 7,812 Deferred income taxes 5,464 Other non-current liabilities 12 Total fair value of liabilities assumed $ 21,984 Noncontrolling interest in consolidated subsidiaries 41,693 Net assets acquired $ 44,042 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Components of Amortized Intangible Assets | The components of intangible assets as of July 1, 2023 and December 31, 2022 were as follows: July 1, 2023 December 31, 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Amortizing intangible assets: Customer relationships $ 221,299 $ 151,454 $ 222,716 $ 145,502 Patents & proprietary technology 58,785 25,475 58,404 21,291 Trade names 2,850 848 2,850 645 Other 4,757 4,434 2,462 2,164 Non-amortizing intangible assets: Trade names 60,248 — 59,785 — $ 347,939 $ 182,211 $ 346,217 $ 169,602 Amortizing intangible assets carry a remaining weighted average life of approximately 12 years. Amortization expense was $5,225 and $10,415 for the thirteen and twenty-six weeks ended July 1, 2023, respectively, and $5,531 and $11,380 for the thirteen and twenty-six weeks ended June 25, 2022, respectively. Based on amortizing intangible assets recognized in the Condensed Consolidated Balance Sheets as of July 1, 2023, amortization expense is estimated to average $13,293 for each next five fiscal |
Schedule of Carrying Amount of Goodwill | The carrying amount of goodwill by segment as of July 1, 2023 and December 31, 2022 was as follows: Infrastructure Agriculture Total Gross balance at December 31, 2022 $ 473,551 $ 313,777 $ 787,328 Accumulated impairment losses (47,467) — (47,467) Balance at December 31, 2022 426,084 313,777 739,861 Divestiture — (160) (160) Foreign currency translation 4,166 404 4,570 Balance at July 1, 2023 $ 430,250 $ 314,021 $ 744,271 Infrastructure Agriculture Total Gross balance at July 1, 2023 $ 477,717 $ 314,021 $ 791,738 Accumulated impairment losses (47,467) — (47,467) Balance at July 1, 2023 $ 430,250 $ 314,021 $ 744,271 |
CASH FLOW SUPPLEMENTARY INFOR_2
CASH FLOW SUPPLEMENTARY INFORMATION (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Payments For Interest And Income Taxes (Net of Refunds) | Cash payments for interest and income taxes (net of refunds) for the twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Twenty-six weeks ended July 1, June 25, 2023 2022 Interest $ 27,387 $ 22,221 Income taxes 42,504 29,921 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic and Diluted Earnings Per Share (EPS) | The following table provides a reconciliation of the earnings and average share amounts used to compute both basic and diluted earnings per share: Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 Net earnings attributable to Valmont Industries, Inc. $ 89,376 $ 76,108 $ 163,916 $ 138,419 Weighted average shares outstanding: Basic weighted average shares outstanding 21,029 21,313 21,149 21,296 Dilutive effect of various stock awards 200 228 221 220 Diluted weighted average shares outstanding 21,229 21,541 21,370 21,516 Earnings per share: Basic $ 4.25 $ 3.57 $ 7.75 $ 6.50 Dilutive effect of various stock awards (0.04) (0.04) (0.08) (0.07) Diluted $ 4.21 $ 3.53 $ 7.67 $ 6.43 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
Schedule of Fair Value of Derivative Instruments | Fair value of derivative instruments as of July 1, 2023 and December 31, 2022 was as follows: July 1, December 31, Derivatives designated as hedging instruments: Balance Sheet location 2023 2022 Commodity forward contracts Prepaid expenses and other current assets $ 93 $ — Commodity forward contracts Other accrued expenses (2,311) (3,854) Foreign currency forward contracts Prepaid expenses and other current assets — 83 Cross currency swap contracts Prepaid expenses and other current assets 2,974 5,385 Cross currency swap contracts Other accrued expenses (319) (210) $ 437 $ 1,404 |
Schedule of Gains (Losses) on Derivatives Recognized on Statements of Earnings | Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Earnings for the thirteen and twenty-six weeks ended July 1, 2023 and June 25, 2022 were as follows: Thirteen weeks ended Twenty-six weeks ended Derivatives designated as July 1, June 25, July 1, June 25, hedging instruments: Statement of Earnings location 2023 2022 2023 2022 Commodity forward contracts Product cost of sales $ (1,078) $ (1,545) $ (5,063) $ 498 Foreign currency forward contracts Other income (expenses) 80 (234) 177 (85) Interest rate hedge amortization Interest expense (16) (16) (32) (32) Cross currency swap contracts Interest expense 449 733 895 1,507 $ (565) $ (1,062) $ (4,023) $ 1,888 |
Cash Flow Hedging | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
Schedule of notional amounts of outstanding derivative | Notional Total Maturity Commodity Type Amount Purchase Quantity Dates Steel hot rolled coil $ 23,224 27,000 short tons July 2023 to March 2024 Natural gas 5,391 1,154,000 MMBtu July 2023 to May 2025 Diesel fuel 755 1,890,000 gallons July 2023 to March 2024 |
Net Investment Hedging | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
Schedule of notional amounts of outstanding derivative | Key terms of the Euro CCS are as follows: Notional Swapped Set Settlement Currency Amount Termination Date Interest Rate Amount Euro $ 80,000 April 1, 2024 2.825% € 71,550 |
BUSINESS SEGMENTS & RELATED R_2
BUSINESS SEGMENTS & RELATED REVENUE INFORMATION (Tables) | 6 Months Ended |
Jul. 01, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information of Sales and Operating Income | Thirteen weeks ended Twenty-six weeks ended July 1, June 25, July 1, June 25, 2023 2022 2023 2022 SALES: Infrastructure $ 770,595 $ 739,518 $ 1,506,701 $ 1,401,590 Agriculture 279,933 377,765 612,096 684,345 Other — 25,432 — 44,086 Total 1,050,528 1,142,715 2,118,797 2,130,021 INTERSEGMENT SALES: Infrastructure (2,437) (4,200) (6,403) (7,301) Agriculture (1,795) (2,983) (3,617) (6,368) Total (4,232) (7,183) (10,020) (13,669) NET SALES: Infrastructure 768,158 735,318 1,500,298 1,394,289 Agriculture 278,138 374,782 608,479 677,977 Other — 25,432 — 44,086 Total $ 1,046,296 $ 1,135,532 $ 2,108,777 $ 2,116,352 OPERATING INCOME (LOSS): Infrastructure $ 115,950 $ 84,127 $ 210,302 $ 162,443 Agriculture 49,251 58,046 102,574 95,521 Other — 516 — (293) Corporate (31,468) (23,970) (60,677) (44,110) Total $ 133,733 $ 118,719 $ 252,199 $ 213,561 |
Schedule of breakdown by segment of revenue recognized | Thirteen weeks ended July 1, 2023 Infrastructure Agriculture Intersegment Sales Consolidated Geographical market: North America $ 587,313 $ 140,981 $ (3,613) $ 724,681 International 183,282 138,952 (619) 321,615 Total $ 770,595 $ 279,933 $ (4,232) $ 1,046,296 Product line: Transmission, Distribution, and Substation $ 314,307 $ — $ — $ 314,307 Lighting and Transportation 246,123 — — 246,123 Coatings 91,120 — (1,818) 89,302 Telecommunications 67,738 — — 67,738 Solar 51,307 — (619) 50,688 Irrigation Equipment and Parts — 252,457 (1,795) 250,662 Technology Products and Services — 27,476 — 27,476 Total $ 770,595 $ 279,933 $ (4,232) $ 1,046,296 Twenty-six weeks ended July 1, 2023 Infrastructure Agriculture Intersegment Sales Consolidated Geographical market: North America $ 1,171,396 $ 323,850 $ (8,987) $ 1,486,259 International 335,305 288,246 (1,033) 622,518 Total $ 1,506,701 $ 612,096 $ (10,020) $ 2,108,777 Product line: Transmission, Distribution, and Substation $ 629,127 $ — $ — $ 629,127 Lighting and Transportation 475,259 — — 475,259 Coatings 181,234 — (5,370) 175,864 Telecommunications 135,875 — — 135,875 Solar 85,206 — (1,033) 84,173 Irrigation Equipment and Parts — 551,638 (3,617) 548,021 Technology Products and Services — 60,458 — 60,458 Total $ 1,506,701 $ 612,096 $ (10,020) $ 2,108,777 Thirteen weeks ended June 25, 2022 Infrastructure Agriculture Other Intersegment Sales Consolidated Geographical market: North America $ 559,864 $ 203,488 $ — $ (6,716) $ 756,636 International 179,654 174,277 25,432 (467) 378,896 Total $ 739,518 $ 377,765 $ 25,432 $ (7,183) $ 1,135,532 Product line: Transmission, Distribution, and Substation $ 295,835 $ — $ — $ — $ 295,835 Lighting and Transportation 246,652 — — — 246,652 Coatings 90,321 — — (4,200) 86,121 Telecommunications 78,539 — — — 78,539 Solar 28,171 — 25,432 — 53,603 Irrigation Equipment and Parts — 347,585 — (2,983) 344,602 Technology Products and Services — 30,180 — — 30,180 Total $ 739,518 $ 377,765 $ 25,432 $ (7,183) $ 1,135,532 Twenty-six weeks ended June 25, 2022 Infrastructure Agriculture Other Intersegment Sales Consolidated Geographical market: North America $ 1,065,844 $ 385,743 $ — $ (13,202) $ 1,438,385 International 335,746 298,602 44,086 (467) 677,967 Total $ 1,401,590 $ 684,345 $ 44,086 $ (13,669) $ 2,116,352 Product line: Transmission, Distribution, and Substation $ 577,435 $ — $ — $ — $ 577,435 Lighting and Transportation 459,419 — — — 459,419 Coatings 172,297 — — (7,301) 164,996 Telecommunications 139,935 — — — 139,935 Solar 52,504 — 44,086 — 96,590 Irrigation Equipment and Parts — 625,619 — (6,368) 619,251 Technology Products and Services — 58,726 — — 58,726 Total $ 1,401,590 $ 684,345 $ 44,086 $ (13,669) $ 2,116,352 |
Breakdown by segment of revenue recognized over time and at a point in time | Thirteen weeks ended July 1, 2023 Twenty-six weeks ended July 1, 2023 Point in Time Over Time Total Point in Time Over Time Total Infrastructure $ 451,885 $ 316,273 $ 768,158 $ 863,102 $ 637,196 $ 1,500,298 Agriculture 270,811 7,327 278,138 595,017 13,462 608,479 Total $ 722,696 $ 323,600 $ 1,046,296 $ 1,458,119 $ 650,658 $ 2,108,777 Thirteen weeks ended June 25, 2022 Twenty-six weeks ended June 25, 2022 Point in Time Over Time Total Point in Time Over Time Total Infrastructure $ 429,291 $ 306,027 $ 735,318 $ 798,481 $ 595,808 $ 1,394,289 Agriculture 368,175 6,607 374,782 665,781 12,196 677,977 Other — 25,432 25,432 — 44,086 44,086 Total $ 797,466 $ 338,066 $ 1,135,532 $ 1,464,262 $ 652,090 $ 2,116,352 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials and purchased parts | $ 266,759 | $ 258,814 |
Work-in-process | 46,848 | 44,453 |
Finished goods and manufactured goods | 416,131 | 425,495 |
Total inventories | $ 729,738 | $ 728,762 |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Geographical Markets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jun. 25, 2022 | Jul. 01, 2023 | Jun. 25, 2022 | |
Accounting Policies [Abstract] | ||||
United States | $ 77,066 | $ 62,214 | $ 108,924 | $ 123,031 |
Foreign | 43,866 | 45,135 | 117,017 | 70,703 |
Earnings before income taxes and equity in loss of nonconsolidated subsidiaries | $ 120,932 | $ 107,349 | $ 225,941 | $ 193,734 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Pension Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jun. 25, 2022 | Jul. 01, 2023 | Jun. 25, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Interest cost | $ 5,414 | $ 3,157 | $ 10,670 | $ 6,522 |
Expected return on plan assets | (5,477) | (5,818) | (10,794) | (12,020) |
Amortization of prior service cost | 124 | 124 | 246 | 256 |
Net periodic (benefit) expense | $ 61 | $ (2,537) | $ 122 | $ (5,242) |
BASIS OF PRESENTATION AND SUM_7
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jun. 25, 2022 | Jul. 01, 2023 | Jun. 25, 2022 | |
Share-based Payment Arrangement, Option | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares of common stock available for issuance (in shares) | 1,630,007 | 1,630,007 | ||
Vesting period of options | 3 years | |||
Share-based Payment Arrangement, Option | Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expiration period of grant | 7 years | |||
Vesting period of options | 3 years | |||
Share-based Payment Arrangement, Option | Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Expiration period of grant | 10 years | |||
Share-based Payment Arrangement [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Recognized compensation expense | $ 11,167 | $ 10,120 | $ 19,856 | $ 19,583 |
Income tax benefits | $ 2,792 | $ 2,530 | $ 4,964 | $ 4,896 |
Restricted stock units | Minimum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Vesting period of options | 3 years | |||
Restricted stock units | Maximum | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Vesting period of options | 4 years |
BASIS OF PRESENTATION AND SUM_8
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Fair Value (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | $ 29,388 | $ 25,008 |
Derivative financial instruments, net | 437 | 1,404 |
Cash and cash equivalents - mutual funds | 2,869 | 7,205 |
Cash and cash equivalents - marketable securities | 143 | 136 |
Carrying Value | 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 | 29,388 | 25,008 |
Estimated Fair value | 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 | 29,388 | 25,008 |
Derivative financial instruments, net | 0 | |
Cash and cash equivalents - mutual funds | 2,869 | 7,205 |
Cash and cash equivalents - marketable securities | 0 | |
Estimated Fair value | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 0 | |
Derivative financial instruments, net | 437 | 1,404 |
Cash and cash equivalents - mutual funds | 0 | |
Cash and cash equivalents - marketable securities | $ 143 | 136 |
Estimated Fair value | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 0 | |
Derivative financial instruments, net | 0 | |
Cash and cash equivalents - mutual funds | 0 | |
Cash and cash equivalents - marketable securities | $ 0 |
BASIS OF PRESENTATION AND SUM_9
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Comprehensive Income (Details) $ in Thousands | 6 Months Ended |
Jul. 01, 2023 USD ($) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance, beginning | $ 1,580,847 |
Balance, ending | 1,612,224 |
Foreign Currency Translation Adjustments | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance, beginning | (260,799) |
Current-period comprehensive income (loss) | 19,518 |
Balance, ending | (241,281) |
Gain on Hedging Activities | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance, beginning | 20,099 |
Current-period comprehensive income (loss) | (397) |
Balance, ending | 19,702 |
Defined Benefit Pension Plan | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance, beginning | (34,209) |
Current-period comprehensive income (loss) | 186 |
Balance, ending | (34,023) |
Accumulated Other Comprehensive Income (Loss) | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |
Balance, beginning | (274,909) |
Current-period comprehensive income (loss) | 19,307 |
Balance, ending | $ (255,602) |
BASIS OF PRESENTATION AND SU_10
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2023 | Jun. 25, 2022 | Jul. 01, 2023 | Jun. 25, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Contract assets | $ 154,410 | $ 154,410 | $ 174,539 | ||
Contract liabilities | 124,380 | 124,380 | 178,531 | ||
Contract liabilities | 124,230 | 124,230 | $ 172,915 | ||
Revenue recognized from contract liability | 41,217 | $ 31,149 | 100,157 | $ 59,171 | |
Remaining performance obligation | $ 150 | $ 150 | |||
Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Expected timing of performance obligation satisfaction | 12 months | 12 months | |||
Maximum | |||||
Disaggregation of Revenue [Line Items] | |||||
Expected timing of performance obligation satisfaction | 24 months | 24 months | |||
Contract Liabilities | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities | $ 124,230 | $ 124,230 | |||
Other Noncurrent Liabilities | |||||
Disaggregation of Revenue [Line Items] | |||||
Contract liabilities, noncurrent | $ 150 | $ 150 |
BASIS OF PRESENTATION AND SU_11
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplier Finance Program (Details) $ in Thousands | 6 Months Ended |
Jul. 01, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Confirmed obligations outstanding at December 31, 2022 | $ 48,880 |
Invoices confirmed during the period | 135,729 |
Confirmed invoices paid during the period | (142,093) |
Confirmed obligations outstanding at July 1, 2023 | $ 42,516 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands, $ in Millions | 3 Months Ended | ||||||
Aug. 10, 2022 USD ($) | Jun. 01, 2022 USD ($) | May 10, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2023 AUD ($) | Jul. 01, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 744,271 | $ 739,861 | |||||
Non-controlling interest in consolidated subsidiaries | $ 58,068 | $ 60,865 | |||||
Conceal Fab | |||||||
Business Acquisition [Line Items] | |||||||
Cash paid to acquire business | $ 39,287 | ||||||
Percentage acquired | 51% | ||||||
Current assets | $ 21,133 | ||||||
Property, plant, and equipment | 3,813 | ||||||
Other non-current assets | 9,108 | ||||||
Goodwill | 42,465 | ||||||
Total fair value of assets acquired | 107,719 | ||||||
Current Liabilities | 6,658 | ||||||
Long-term debt | 2,038 | ||||||
Operating lease liabilities | 7,812 | ||||||
Deferred income taxes | 5,464 | ||||||
Other non-current liabilities | 12 | ||||||
Total fair value of liabilities assumed | 21,984 | ||||||
Non-controlling interest in consolidated subsidiaries | 41,693 | ||||||
Net assets acquired | 44,042 | ||||||
Contingent consideration liability, current | 1,850 | ||||||
Convert Italia S.p.A. | |||||||
Business Acquisition [Line Items] | |||||||
Percentage acquired | 9% | ||||||
Consideration transferred | $ 3,046 | ||||||
Valmont West Coast Engineering | |||||||
Business Acquisition [Line Items] | |||||||
Percentage acquired | 20% | ||||||
Consideration transferred | $ 4,292 | ||||||
HR Products | Subsequent Event [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Expected total purchase price | $ 40,000 | $ 60 | |||||
Customer Relationships | Conceal Fab | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 26,200 | ||||||
Trade Names | Conceal Fab | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 5,000 |
DIVESTITURES (Details)
DIVESTITURES (Details) kr in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Apr. 30, 2023 USD ($) | Apr. 28, 2023 | Jul. 01, 2023 USD ($) | Jul. 01, 2023 USD ($) | Jun. 25, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2022 DKK (kr) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Pre-tax gain on sale of engineering and equipment | $ 2,994 | $ 0 | |||||
Valmont SM, Offshore Wind Business [Member] | Disposed by sale | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Operating income | $ 516 | $ (293) | |||||
Cash consideration | $ 12,570 | kr 90,000 | |||||
Consideration escrowed | $ 4,027 | kr 28,000 | |||||
Torrent Engineering and Equipment [Member] | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Net proceeds | $ 6,369 | ||||||
Pre-tax gain on sale of engineering and equipment | $ 2,994 | ||||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Nonoperating Income (Expense) |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Amortizing Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jul. 01, 2023 | Jun. 25, 2022 | Jul. 01, 2023 | Jun. 25, 2022 | Dec. 31, 2022 | |
Components of amortized intangible assets | |||||
Weighted Average Life | 12 years | 12 years | |||
Amortization expense for intangible assets | $ 5,225 | $ 5,531 | $ 10,415 | $ 11,380 | |
Estimated Amortization Expense | |||||
Remainder of 2023 | 13,293 | 13,293 | |||
2024 | 13,293 | 13,293 | |||
2025 | 13,293 | 13,293 | |||
2026 | 13,293 | 13,293 | |||
2027 | 13,293 | 13,293 | |||
2028 | 13,293 | 13,293 | |||
Customer Relationships | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 221,299 | 221,299 | $ 222,716 | ||
Accumulated Amortization | 151,454 | 151,454 | 145,502 | ||
Patents & Proprietary Technology | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 58,785 | 58,785 | 58,404 | ||
Accumulated Amortization | 25,475 | 25,475 | 21,291 | ||
Trade Names | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 2,850 | 2,850 | 2,850 | ||
Accumulated Amortization | 848 | 848 | 645 | ||
Other | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 4,757 | 4,757 | 2,462 | ||
Accumulated Amortization | $ 4,434 | $ 4,434 | $ 2,164 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Non-Amortized Intangible Assets (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Trade Names | ||
Non-amortized intangible assets | ||
Non-amortizing intangible assets | $ 60,248 | $ 59,785 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Total Intangible Assets (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||
Amortizing and non-amortizing intangible assets, Gross Carrying Amount | $ 347,939 | $ 346,217 |
Intangible Assets, Accumulated Amortization | $ 182,211 | $ 169,602 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details) - USD ($) | 6 Months Ended | |
Jul. 01, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Goodwill, Gross | $ 791,738,000 | $ 787,328,000 |
Accumulated impairment losses | (47,467,000) | (47,467,000) |
Carrying amount of goodwill | ||
Balance at the beginning of the period | 739,861,000 | |
Impairment | 0 | |
Divestiture | (160,000) | |
Foreign currency translation | 4,570,000 | |
Balance at the end of the period | 744,271,000 | |
Infrastructure [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Gross | 477,717,000 | 473,551,000 |
Accumulated impairment losses | (47,467,000) | (47,467,000) |
Carrying amount of goodwill | ||
Balance at the beginning of the period | 426,084,000 | |
Foreign currency translation | 4,166,000 | |
Balance at the end of the period | 430,250,000 | |
Agriculture [Member] | ||
Goodwill [Line Items] | ||
Goodwill, Gross | 314,021,000 | $ 313,777,000 |
Carrying amount of goodwill | ||
Balance at the beginning of the period | 313,777,000 | |
Divestiture | (160,000) | |
Foreign currency translation | 404,000 | |
Balance at the end of the period | $ 314,021,000 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) | 6 Months Ended |
Jul. 01, 2023 USD ($) | |
Indefinite-lived Intangible Assets | |
Goodwill impairment | $ 0 |
Trade Names | |
Indefinite-lived Intangible Assets | |
Impairment of intangible assets | $ 0 |
CASH FLOW SUPPLEMENTARY INFOR_3
CASH FLOW SUPPLEMENTARY INFORMATION (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 | Jun. 25, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest | $ 27,387 | $ 22,221 |
Income taxes | $ 42,504 | $ 29,921 |
EARNINGS PER SHARE - Reconcilia
EARNINGS PER SHARE - Reconciliation of earnings and share amounts to compute basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jun. 25, 2022 | Jul. 01, 2023 | Jun. 25, 2022 | |
Earnings Per Share [Abstract] | ||||
Net earnings attributable to Valmont Industries, Inc. | $ 89,376 | $ 76,108 | $ 163,916 | $ 138,419 |
Weighted average shares outstanding: | ||||
Basic weighted average shares outstanding | 21,029 | 21,313 | 21,149 | 21,296 |
Dilutive effect of various stock awards | 200 | 228 | 221 | 220 |
Diluted weighted average shares outstanding | 21,229 | 21,541 | 21,370 | 21,516 |
Earnings per share: | ||||
Basic | $ 4.25 | $ 3.57 | $ 7.75 | $ 6.50 |
Dilutive effect of various stock awards | (0.04) | (0.04) | (0.08) | (0.07) |
Diluted | $ 4.21 | $ 3.53 | $ 7.67 | $ 6.43 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 | Jun. 25, 2022 | |
Earnings Per Share [Abstract] | ||
Loss from divestiture of offshore wind energy structures business | $ 2,994 | $ 0 |
Outstanding stock options with exercise prices exceeding the market price of common stock, excluded from the computation of diluted earnings per share (in shares) | 40,564 | 47,223 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value of Derivatives (Details) - USD ($) $ in Thousands | Jul. 01, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | $ 437 | $ 1,404 |
Commodity forward contracts | Other accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | (2,311) | (3,854) |
Commodity forward contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | 93 | 0 |
Foreign currency forward contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | 0 | 83 |
Cross currency swap contracts | Other accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | (319) | (210) |
Cross currency swap contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | $ 2,974 | $ 5,385 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Loss) on Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 | Jun. 25, 2022 | Jul. 01, 2023 | Jun. 25, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, gain (loss) on derivative, net | $ (565) | $ (1,062) | $ (4,023) | $ 1,888 |
Commodity forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, gain (loss) on derivative, net | $ (1,078) | $ (1,545) | $ (5,063) | $ 498 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Cost of Goods and Services Sold | Cost of Goods and Services Sold | Cost of Goods and Services Sold | Cost of Goods and Services Sold |
Foreign currency forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, gain (loss) on derivative, net | $ 80 | $ (234) | $ 177 | $ (85) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) |
Interest rate contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, gain (loss) on derivative, net | $ (16) | $ (16) | $ (32) | $ (32) |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | Interest Expense | Interest Expense | Interest Expense |
Cross currency swap contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, gain (loss) on derivative, net | $ 449 | $ 733 | $ 895 | $ 1,507 |
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | Interest Expense | Interest Expense | Interest Expense |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) - Senior Unsecured Notes 5.00% Due 2044 - Senior Notes [Member] $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 25, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 28, 2019 USD ($) derivative | |
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Stated rate | 5% | ||
Cross currency swap contracts | |||
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Number of foreign currency derivatives held | derivative | 2 | ||
Net Investment Hedging | Cross currency swap contracts | |||
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Other Comprehensive Income (Loss) before Tax | $ 4,827 | ||
Other comprehensive income (loss), foreign currency transaction upon sale or liquidation, net of tax | $ (3,620) | ||
Net Investment Hedging | Designated as Hedging Instrument | Cross currency swap contracts | |||
DERIVATIVE FINANCIAL INSTRUMENTS | |||
Derivative, notional amount | $ 130,000 | ||
Received proceeds | $ 3,532 |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Cash flow hedges (Details) - Designated as Hedging Instrument $ in Thousands | 6 Months Ended | |
Jul. 01, 2023 USD ($) MMBTU T gal | Apr. 01, 2023 USD ($) | |
Cash Flow Hedging | Steel hot rolled coil ("HRC") forward contracts | Long | ||
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Derivative, notional amount | $ 23,224 | |
Derivative, nonmonetary notional amount, mass | T | 27,000 | |
Cash Flow Hedging | Natural Gas Forward Contract | Long | ||
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Derivative, notional amount | $ 5,391 | |
Derivative, nonmonetary notional amount, energy measure | MMBTU | 1,154,000 | |
Cash Flow Hedging | Diesel Fuel Forward Contract | Long | ||
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Derivative, notional amount | $ 755 | |
Derivative, nonmonetary notional amount, volume measure | gal | 1,890,000 | |
Fair value hedging | Foreign currency forward contracts | Euro Member Countries, Euro | ||
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Derivative, notional amount | $ 1,800 |
DERIVATIVE FINANCIAL INSTRUME_7
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Notional Amounts Outstanding (Details) - Designated as Hedging Instrument - Net Investment Hedging - Euro Member Countries, Euro - Cross Currency Interest Rate Contract, Two € in Thousands, $ in Thousands | Jul. 01, 2023 USD ($) | Jul. 01, 2023 EUR (€) |
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Derivative, notional amount | $ 80,000 | € 71,550 |
Swapped Interest Rate | 2.825% | 2.825% |
BUSINESS SEGMENTS & RELATED R_3
BUSINESS SEGMENTS & RELATED REVENUE INFORMATION (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2023 USD ($) | Jun. 25, 2022 USD ($) | Jul. 01, 2023 USD ($) segment | Jun. 25, 2022 USD ($) | |
Business Segments | ||||
Number of reportable segments | segment | 2 | |||
Net sales | $ 1,046,296 | $ 1,135,532 | $ 2,108,777 | $ 2,116,352 |
Operating income (loss) | 133,733 | 118,719 | 252,199 | 213,561 |
Pre-tax gain on sale of engineering and equipment | 2,994 | 0 | ||
Point in Time | ||||
Business Segments | ||||
Net sales | 722,696 | 797,466 | 1,458,119 | 1,464,262 |
Over Time | ||||
Business Segments | ||||
Net sales | 323,600 | 338,066 | 650,658 | 652,090 |
Transmission, Distribution and Substation | ||||
Business Segments | ||||
Net sales | 314,307 | 295,835 | 629,127 | 577,435 |
Lighting and Transportation | ||||
Business Segments | ||||
Net sales | 246,123 | 246,652 | 475,259 | 459,419 |
Coatings | ||||
Business Segments | ||||
Net sales | 89,302 | 86,121 | 175,864 | 164,996 |
Telecommunications | ||||
Business Segments | ||||
Net sales | 67,738 | 78,539 | 135,875 | 139,935 |
Solar | ||||
Business Segments | ||||
Net sales | 50,688 | 53,603 | 84,173 | 96,590 |
Irrigation Equipment and Parts | ||||
Business Segments | ||||
Net sales | 250,662 | 344,602 | 548,021 | 619,251 |
Technology Products and Services | ||||
Business Segments | ||||
Net sales | 27,476 | 30,180 | 60,458 | 58,726 |
North America | ||||
Business Segments | ||||
Net sales | 724,681 | 756,636 | 1,486,259 | 1,438,385 |
International | ||||
Business Segments | ||||
Net sales | 321,615 | 378,896 | 622,518 | 677,967 |
Infrastructure | ||||
Business Segments | ||||
Net sales | 768,158 | 735,318 | 1,500,298 | 1,394,289 |
Operating income (loss) | 115,950 | 84,127 | 210,302 | 162,443 |
Infrastructure | Point in Time | ||||
Business Segments | ||||
Net sales | 451,885 | 429,291 | 863,102 | 798,481 |
Infrastructure | Over Time | ||||
Business Segments | ||||
Net sales | 316,273 | 306,027 | 637,196 | 595,808 |
Agriculture | ||||
Business Segments | ||||
Net sales | 278,138 | 374,782 | 608,479 | 677,977 |
Operating income (loss) | 49,251 | 58,046 | 102,574 | 95,521 |
Agriculture | Point in Time | ||||
Business Segments | ||||
Net sales | 270,811 | 368,175 | 595,017 | 665,781 |
Agriculture | Over Time | ||||
Business Segments | ||||
Net sales | 7,327 | 6,607 | 13,462 | 12,196 |
Other Segments | ||||
Business Segments | ||||
Net sales | 25,432 | 44,086 | ||
Operating income (loss) | 516 | (293) | ||
Other Segments | Over Time | ||||
Business Segments | ||||
Net sales | 25,432 | 44,086 | ||
Corporate | ||||
Business Segments | ||||
Operating income (loss) | (31,468) | (23,970) | (60,677) | (44,110) |
Operating segment | ||||
Business Segments | ||||
Net sales | 1,050,528 | 1,142,715 | 2,118,797 | 2,130,021 |
Operating segment | Infrastructure | ||||
Business Segments | ||||
Net sales | 770,595 | 739,518 | 1,506,701 | 1,401,590 |
Operating segment | Infrastructure | Transmission, Distribution and Substation | ||||
Business Segments | ||||
Net sales | 314,307 | 295,835 | 629,127 | 577,435 |
Operating segment | Infrastructure | Lighting and Transportation | ||||
Business Segments | ||||
Net sales | 246,123 | 246,652 | 475,259 | 459,419 |
Operating segment | Infrastructure | Coatings | ||||
Business Segments | ||||
Net sales | 91,120 | 90,321 | 181,234 | 172,297 |
Operating segment | Infrastructure | Telecommunications | ||||
Business Segments | ||||
Net sales | 67,738 | 78,539 | 135,875 | 139,935 |
Operating segment | Infrastructure | Solar | ||||
Business Segments | ||||
Net sales | 51,307 | 28,171 | 85,206 | 52,504 |
Operating segment | Infrastructure | North America | ||||
Business Segments | ||||
Net sales | 587,313 | 559,864 | 1,171,396 | 1,065,844 |
Operating segment | Infrastructure | International | ||||
Business Segments | ||||
Net sales | 183,282 | 179,654 | 335,305 | 335,746 |
Operating segment | Agriculture | ||||
Business Segments | ||||
Net sales | 279,933 | 377,765 | 612,096 | 684,345 |
Operating segment | Agriculture | Irrigation Equipment and Parts | ||||
Business Segments | ||||
Net sales | 252,457 | 347,585 | 551,638 | 625,619 |
Operating segment | Agriculture | Technology Products and Services | ||||
Business Segments | ||||
Net sales | 27,476 | 30,180 | 60,458 | 58,726 |
Operating segment | Agriculture | North America | ||||
Business Segments | ||||
Net sales | 140,981 | 203,488 | 323,850 | 385,743 |
Operating segment | Agriculture | International | ||||
Business Segments | ||||
Net sales | 138,952 | 174,277 | 288,246 | 298,602 |
Operating segment | Other Segments | ||||
Business Segments | ||||
Net sales | 25,432 | 44,086 | ||
Operating segment | Other Segments | Solar | ||||
Business Segments | ||||
Net sales | 25,432 | 44,086 | ||
Operating segment | Other Segments | International | ||||
Business Segments | ||||
Net sales | 25,432 | 44,086 | ||
Intersegment | ||||
Business Segments | ||||
Net sales | (4,232) | (7,183) | (10,020) | (13,669) |
Intersegment | Coatings | ||||
Business Segments | ||||
Net sales | (1,818) | (4,200) | (5,370) | (7,301) |
Intersegment | Solar | ||||
Business Segments | ||||
Net sales | (619) | (1,033) | ||
Intersegment | Irrigation Equipment and Parts | ||||
Business Segments | ||||
Net sales | (1,795) | (2,983) | (3,617) | (6,368) |
Intersegment | North America | ||||
Business Segments | ||||
Net sales | (3,613) | (6,716) | (8,987) | (13,202) |
Intersegment | International | ||||
Business Segments | ||||
Net sales | (619) | (467) | (1,033) | (467) |
Intersegment | Infrastructure | ||||
Business Segments | ||||
Net sales | (2,437) | (4,200) | (6,403) | (7,301) |
Intersegment | Agriculture | ||||
Business Segments | ||||
Net sales | $ (1,795) | $ (2,983) | $ (3,617) | $ (6,368) |