Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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, $1.00 par value | |
Trading Symbol | VMI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Shell Company | false | |
Entity Common Stock, Shares Outstanding | 20,890,609 | |
Entity Central Index Key | 0000102729 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Net sales | $ 1,050,295 | $ 1,097,382 | $ 3,159,072 | $ 3,213,734 |
Total cost of sales | 735,184 | 811,904 | 2,205,979 | 2,386,469 |
Gross profit | 315,111 | 285,478 | 953,093 | 827,265 |
Selling, general, and administrative expenses | 194,277 | 175,506 | 580,060 | 503,732 |
Impairment of long-lived assets | 140,844 | 140,844 | 0 | |
Realignment charges | 4,180 | 4,180 | ||
Operating income (loss) | (24,190) | 109,972 | 228,009 | 323,533 |
Other income (expenses): | ||||
Interest expense | (13,472) | (11,629) | (41,494) | (34,278) |
Interest income | 3,186 | 507 | 4,579 | 1,019 |
Gain (loss) on investments - unrealized | (344) | (901) | 1,791 | (4,306) |
Other | 165 | 2,822 | (1,599) | 8,537 |
Total other income (expenses) | (10,465) | (9,201) | (36,723) | (29,028) |
Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries | (34,655) | 100,771 | 191,286 | 294,505 |
Income tax expense (benefit): | ||||
Current | 29,654 | 33,278 | 91,801 | 83,311 |
Deferred | (14,193) | (5,455) | (12,562) | (2,780) |
Total income tax expense | 15,461 | 27,823 | 79,239 | 80,531 |
Earnings (loss) before equity in loss of nonconsolidated subsidiaries | (50,116) | 72,948 | 112,047 | 213,974 |
Equity in loss of nonconsolidated subsidiaries | (199) | (18) | (1,219) | (931) |
Net earnings (loss) | (50,315) | 72,930 | 110,828 | 213,043 |
Loss (earnings) attributable to noncontrolling interests | 1,287 | (818) | 4,060 | (2,512) |
Net earnings (loss) attributable to Valmont Industries, Inc. | $ (49,028) | $ 72,112 | $ 114,888 | $ 210,531 |
Earnings (loss) per share: | ||||
Basic | $ (2.34) | $ 3.38 | $ 5.45 | $ 9.88 |
Diluted | $ (2.34) | $ 3.34 | $ 5.40 | $ 9.77 |
Product sales | ||||
Net sales | $ 949,217 | $ 999,131 | $ 2,853,098 | $ 2,926,290 |
Total cost of sales | 669,472 | 739,353 | 2,002,675 | 2,193,846 |
Services sales | ||||
Net sales | 101,078 | 98,251 | 305,974 | 287,444 |
Total cost of sales | $ 65,712 | $ 72,551 | $ 203,304 | $ 192,623 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net earnings (loss) | $ (50,315) | $ 72,930 | $ 110,828 | $ 213,043 |
Foreign currency translation adjustments: | ||||
Unrealized translation loss | (28,342) | (46,000) | (8,186) | (78,050) |
Hedging activities: | ||||
Unrealized loss on commodity hedges | (397) | (2,233) | (3,212) | (1,185) |
Realized loss on commodity hedges recorded in earnings | 743 | 1,546 | 4,540 | 1,048 |
Unrealized gain on cross currency swaps | 2,072 | 5,592 | 721 | 10,873 |
Amortization cost included in interest expense | (12) | (16) | (40) | (48) |
Total hedging activities | 2,406 | 4,889 | 2,009 | 10,688 |
Net gain on defined benefit pension plan | 95 | 115 | 281 | 371 |
Other comprehensive loss | (25,841) | (40,996) | (5,896) | (66,991) |
Comprehensive income (loss) | (76,156) | 31,934 | 104,932 | 146,052 |
Comprehensive loss (income) attributable to noncontrolling interests | 1,098 | 242 | 3,233 | (514) |
Comprehensive income (loss) attributable to Valmont Industries, Inc. | $ (75,058) | $ 32,176 | $ 108,165 | $ 145,538 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 172,566 | $ 185,406 |
Receivables, net | 673,999 | 604,181 |
Inventories | 693,629 | 728,762 |
Contract assets | 169,931 | 174,539 |
Prepaid expenses and other current assets | 97,302 | 87,697 |
Total current assets | 1,807,427 | 1,780,585 |
Property, plant, and equipment, at cost | 1,477,062 | 1,433,151 |
Less accumulated depreciation | (873,083) | (837,573) |
Property, plant, and equipment, net | 603,979 | 595,578 |
Goodwill | 635,017 | 739,861 |
Other intangible assets, net | 140,252 | 176,615 |
Defined pension benefit asset | 42,683 | 24,216 |
Other non-current assets | 256,821 | 240,141 |
Total assets | 3,486,179 | 3,556,996 |
Current liabilities: | ||
Current installments of long-term debt | 941 | 1,194 |
Notes payable to banks | 3,639 | 5,846 |
Accounts payable | 355,934 | 360,312 |
Accrued employee compensation and benefits | 115,201 | 124,355 |
Contract liabilities | 88,600 | 172,915 |
Other accrued expenses | 145,672 | 123,965 |
Income taxes payable | 2,062 | 3,664 |
Dividends payable | 12,533 | 11,742 |
Total current liabilities | 724,582 | 803,993 |
Deferred income taxes | 20,885 | 41,091 |
Long-term debt, excluding current installments | 977,260 | 870,935 |
Operating lease liabilities | 160,521 | 155,469 |
Deferred compensation | 30,801 | 30,316 |
Other non-current liabilities | 13,418 | 13,480 |
Total liabilities | 1,927,467 | 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 | 2,657,174 | 2,593,039 |
Accumulated other comprehensive loss | (281,632) | (274,909) |
Treasury stock | (901,700) | (765,183) |
Total Valmont Industries, Inc. shareholders' equity | 1,501,742 | 1,580,847 |
Noncontrolling interest in consolidated subsidiaries | 56,970 | 60,865 |
Total shareholders' equity | 1,558,712 | 1,641,712 |
Total liabilities and shareholders' equity | $ 3,486,179 | $ 3,556,996 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common stock, 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 | 9 Months Ended | |
Sep. 30, 2023 | Sep. 24, 2022 | |
Cash flows from operating activities: | ||
Net earnings | $ 110,828 | $ 213,043 |
Adjustments to reconcile net earnings to net cash flows from operations: | ||
Depreciation and amortization | 73,638 | 72,803 |
Contribution to defined benefit pension plan | (15,259) | (17,155) |
Impairment of long-lived assets | 140,844 | 0 |
Gain on divestiture | (2,994) | 0 |
Stock-based compensation | 28,810 | 29,998 |
Defined benefit pension plan expense (benefit) | 186 | (7,597) |
Loss on sale of property, plant, and equipment | 822 | 790 |
Equity in loss of nonconsolidated subsidiaries | 1,219 | 931 |
Deferred income taxes | (12,562) | (2,780) |
Changes in assets and liabilities: | ||
Receivables | (66,190) | (60,450) |
Inventories | 50,133 | (31,143) |
Prepaid expenses and other assets (current and non-current) | (20,986) | 6,738 |
Contract assets | 4,419 | (76,887) |
Accounts payable | (11,212) | 37,787 |
Accrued expenses | 11,022 | 10,904 |
Contract liabilities | (88,293) | (10,051) |
Other non-current liabilities | (24,114) | (9,312) |
Income taxes payable | 10,557 | 26,107 |
Net cash flows provided by operating activities | 190,868 | 183,726 |
Cash flows from investing activities: | ||
Purchase of property, plant, and equipment | (71,233) | (67,122) |
Proceeds from divestiture, net of cash divested | 6,369 | 0 |
Proceeds from sale of assets | 1,565 | 71 |
Proceeds from property damage insurance claims | 6,770 | 0 |
Acquisitions, net of cash acquired | (31,839) | (39,287) |
Other, net | (898) | (108) |
Net cash flows used in investing activities | (89,266) | (106,446) |
Cash flows from financing activities: | ||
Proceeds from short-term borrowings | 24,649 | 4,137 |
Payments on short-term borrowings | (27,290) | (12,366) |
Proceeds from long-term borrowings | 215,012 | 235,470 |
Principal payments on long-term borrowings | (109,335) | (251,155) |
Proceeds from settlement of financial derivatives | 2,243 | |
Dividends paid | (36,983) | (34,080) |
Dividends to noncontrolling interest | (662) | 0 |
Purchase of noncontrolling interests | (7,338) | |
Purchase of treasury shares | (166,663) | (20,491) |
Proceeds from exercises under stock plans | 5,348 | 8,778 |
Tax withholdings on exercises under stock plans | (15,567) | (4,341) |
Net cash flows used in financing activities | (111,491) | (79,143) |
Effect of exchange rate changes on cash and cash equivalents | (2,951) | (9,148) |
Net change in cash and cash equivalents | (12,840) | (11,011) |
Cash and cash equivalents-beginning of period | 185,406 | 177,232 |
Cash and cash equivalents-end of period | $ 172,566 | $ 166,221 |
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) | 213,043 | ||||||
Other comprehensive income (loss) | (66,991) | ||||||
Ending balance at Sep. 24, 2022 | 27,900 | 13,251 | 2,569,641 | (328,120) | 60,020 | 1,572,751 | |
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) | ||||||
Net earnings (loss) | 72,112 | 818 | 72,930 | ||||
Other comprehensive income (loss) | (39,936) | (1,060) | (40,996) | ||||
Cash dividends declared | (11,733) | (11,733) | |||||
Purchase of treasury shares | (10,715) | (10,715) | |||||
Purchase of noncontrolling interest | 1,410 | (4,456) | (3,046) | ||||
Reduction of noncontrolling interest | (50) | (50) | |||||
Stock options and incentive plans | 7,520 | 5,691 | 13,211 | ||||
Ending balance at Sep. 24, 2022 | 27,900 | $ 13,251 | 2,569,641 | (328,120) | 60,020 | 1,572,751 | |
Increase (Decrease) in Shareholders' Equity | |||||||
Treasury stock balance | (769,941) | ||||||
Treasury stock balance | (765,183) | ||||||
Beginning balance at Dec. 31, 2022 | 27,900 | 2,593,039 | (274,909) | (765,183) | 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) | (857,296) | 58,301 | 1,598,400 | |
Beginning balance at Dec. 31, 2022 | 27,900 | 2,593,039 | (274,909) | (765,183) | 60,865 | 1,641,712 | |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings (loss) | 110,828 | ||||||
Other comprehensive income (loss) | (5,896) | ||||||
Ending balance at Sep. 30, 2023 | 27,900 | 2,657,174 | (281,632) | (901,700) | 56,970 | 1,558,712 | |
Beginning balance at Apr. 01, 2023 | 27,900 | 2,635,628 | (266,133) | (857,296) | 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) | (870,456) | 58,068 | 1,670,292 | |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings (loss) | (49,028) | (1,287) | (50,315) | ||||
Other comprehensive income (loss) | (26,030) | 189 | (25,841) | ||||
Cash dividends declared | (12,532) | (12,532) | |||||
Purchase of treasury shares | (31,841) | (31,841) | |||||
Stock options and incentive plans | 8,352 | 597 | 8,949 | ||||
Ending balance at Sep. 30, 2023 | $ 27,900 | $ 2,657,174 | $ (281,632) | $ (901,700) | $ 56,970 | 1,558,712 | |
Increase (Decrease) in Shareholders' Equity | |||||||
Treasury stock balance | $ (901,700) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2023 | Jul. 01, 2023 | Apr. 01, 2023 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Cash dividends per share (in dollars per share) | $ 0.60 | $ 0.60 | $ 0.60 | $ 0.55 | $ 0.55 | $ 0.55 |
Purchase of treasury shares acquired (in shares) | 126,482 | 85,300 | 356,887 | 38,606 | 38,804 |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 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 Sheets as of September 30, 2023 and December 31, 2022, the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022, and the Condensed Consolidated Statements of Cash Flows and Shareholders’ Equity for the thirty-nine 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 September 30, 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 September 30, 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 September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, 2023 2022 Raw materials and purchased parts $ 255,279 $ 258,814 Work-in-process 45,652 44,453 Finished goods and manufactured goods 392,698 425,495 Total inventories $ 693,629 $ 728,762 Geographical Markets Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 United States $ 31,915 $ 41,146 $ 140,839 $ 164,177 Foreign (66,570) 59,625 50,447 130,328 Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries $ (34,655) $ 100,771 $ 191,286 $ 294,505 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 the discount rates used to value the obligation, the expected return on plan assets used to fund these expenses, and the 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 cost (benefit) for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Interest cost $ 5,472 $ 2,930 $ 16,142 $ 9,452 Expected return on plan assets (5,536) (5,400) (16,330) (17,420) Amortization of prior service cost 128 115 374 371 Net periodic pension cost (benefit) $ 64 $ (2,355) $ 186 $ (7,597) 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 September 30, 2023, 1,616,717 shares of common stock remained available for issuance under the plans. Stock options granted under the plans call for the exercise price of each option to equal 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 Operations) and associated income tax benefits related to stock options and restricted stock awards for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Compensation expense $ 8,954 $ 10,415 $ 28,810 $ 29,998 Income tax benefits 2,239 2,604 7,203 7,500 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 prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. ● Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ● Level 3: Unobservable inputs for the asset or liability. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following are descriptions 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 were $25,334 and $25,008 as of September 30, 2023 and December 31, 2022, respectively. These assets represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with ASC 320, Investments – Debt Securities Derivative Financial Instruments: The fair value of foreign currency forward contracts, 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. Carrying Value Fair Value Measurement Using: September 30, 2023 Level 1 Level 2 Level 3 Trading securities $ 25,334 $ 25,334 $ — $ — Derivative financial instruments, net 4,684 — 4,684 — Cash and cash equivalents - mutual funds 831 831 — — 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 — — Long-Lived Assets The Company’s other non-financial assets include goodwill and other intangible assets, which are measured at fair value on a non-recurring basis using Level 3 inputs. See “Goodwill and Intangible Assets” footnote. 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 (Loss) Comprehensive income (loss) includes net earnings (loss), 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 September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 Foreign currency translation adjustments $ (269,812) $ (260,799) Hedging activities 22,108 20,099 Defined benefit pension plan (33,928) (34,209) Accumulated other comprehensive loss $ (281,632) $ (274,909) 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 product line and Technology Products and Services product line. Customer acceptance provisions exist only in the design stage of the products (on a limited basis, the Company may agree to other acceptance terms), and acceptance of the design by the customer is required before manufacturing commences and the product is manufactured and delivered to the customer. The Company is generally 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 for design services. 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 within cost of sales. 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"), Solar, and Telecommunications product lines, 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 one year of transfer of control of goods or services. The Company’s contract assets as of September 30, 2023 and December 31, 2022 totaled $169,931 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 September 30, 2023 and December 31, 2022, total contract liabilities were $88,600 and $178,531, respectively. The balance as of September 30, 2023 was recorded as “Contract liabilities” in the Condensed Consolidated Balance Sheets. Additional details are as follows: ● During the thirteen and thirty-nine weeks ended September 30, 2023, the Company recognized $ 49,644 and $ 149,801 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 thirty-nine weeks ended September 24, 2022, the Company recognized $16,826 and $75,998 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 September 30, 2023, the Company had no material remaining performance obligations on contracts with an expected duration of one year or more. 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 complete 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 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 the Lighting and Transportation product line 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 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 fiscal 2023, the Company adopted Accounting Standards Update No. 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations Confirmed obligations outstanding as of December 31, 2022 $ 48,880 Invoices confirmed during the period 204,922 Confirmed invoices paid during the period (205,239) Confirmed obligations outstanding as of September 30, 2023 $ 48,563 |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
ACQUISITIONS | (2) ACQUISITIONS Acquisitions of Businesses On August 31, 2023, the Company acquired HR Products for $56,744 Australian dollars ($36,465 United States (“U.S.”) dollars) in cash, net of cash acquired and subject to customary working capital adjustments. Of this amount, $7,200 Australian dollars ($4,626 U.S. dollars) was withheld by the Company at closing as a retention fund, to be settled in two equal payments at 12 and 24 months from the acquisition date for contingencies and disagreements. HR Products provides a broad range of irrigation products to serve the agriculture and landscaping industries, and its operations are reported in the Agriculture segment. The acquisition strengthens the Company’s value proposition to customers in the key agriculture market of Australia by expanding its geographic footprint and accelerating its aftermarket parts presence. The amount allocated to goodwill is attributable to anticipated synergies and other intangibles that do not qualify for separate recognition and is not deductible for tax purposes. The Company is currently completing its fair value assessment and expects to finalize the purchase price allocation by the third quarter of fiscal 2024. The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed of HR Products as of the date of acquisition: August 31, 2023 Current assets $ 24,816 Property, plant, and equipment 222 Goodwill 17,645 Other non-current assets 4,819 Total fair value of assets acquired $ 47,502 Current liabilities 4,216 Operating lease liabilities 3,581 Total fair value of liabilities assumed $ 7,797 Net assets acquired $ 39,705 On June 1, 2022, the Company acquired approximately 51% of ConcealFab for $39,287 in cash (net of cash acquired). Approximately $1,850 of the purchase price is 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 its 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 these acquisitions as they do not have a significant impact on the Company’s financial results. Acquisition-related costs incurred for the above acquisitions were insignificant for all fiscal years presented. 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 | 9 Months Ended |
Sep. 30, 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. In the second quarter of fiscal 2023, a pre-tax gain of $2,994 was 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 were not significant for discontinued operations presentation. The offshore wind energy structures business had an operating income of $1,107 and $814 for the thirteen and thirty-nine weeks ended September 24, 2022, respectively. 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. |
REALIGNMENT ACTIVITIES
REALIGNMENT ACTIVITIES | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
REALIGNMENT ACTIVITIES | (4) REALIGNMENT ACTIVITIES During the third quarter of fiscal 2023, management initiated a plan to streamline segment support across the Company and reduce costs through an organizational realignment program (the “Realignment Program”). The Realignment Program provides for a reduction in force through a voluntary early retirement program and other headcount reduction actions, which are expected to be completed by the end of fiscal 2023. The Board of Directors has authorized the incurrence of cash charges up to $36,000 in connection with the Realignment Program. Severance and other employee benefit costs are expected to total up to approximately $16,000 within the Infrastructure segment, $10,000 within the Agriculture segment, and $10,000 within Corporate expense, including charges recognized during the third quarter of fiscal 2023. During the third quarter of fiscal 2023, the Company recorded the following pre-tax expenses for the Realignment Program: Infrastructure Agriculture Corporate Total Severance and other employee benefit costs $ 1,069 $ 907 $ 2,204 $ 4,180 Changes in current liabilities recorded for the Realignment Program were as follows: Balance as of Recognized Costs Paid or Balance as of December 31, Realignment Otherwise September 30, 2022 Expense Settled 2023 Severance and other employee benefit costs $ — $ 4,180 $ (132) $ 4,048 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | (5) GOODWILL AND INTANGIBLE ASSETS Goodwill The carrying amount of goodwill by segment as of September 30, 2023 and December 31, 2022 was as follows: Infrastructure Agriculture Total Gross balance as of December 31, 2022 $ 473,551 $ 313,777 $ 787,328 Accumulated impairment losses (47,467) — (47,467) Balance as of December 31, 2022 426,084 313,777 739,861 Acquisition — 17,645 17,645 Divestiture — (160) (160) Impairments (1,915) (120,000) (121,915) Foreign currency translation (610) 196 (414) Balance as of September 30, 2023 $ 423,559 $ 211,458 $ 635,017 Infrastructure Agriculture Total Gross balance as of September 30, 2023 $ 472,941 $ 331,458 $ 804,399 Accumulated impairment losses (49,382) (120,000) (169,382) Balance as of September 30, 2023 $ 423,559 $ 211,458 $ 635,017 In the third quarter of fiscal 2023, the Company performed its annual goodwill impairment assessment utilizing a quantitative test on all of its reporting units using a measurement date of September 2, 2023. The fair values of the reporting units were estimated using a discounted cash flow analysis which requires the Company to estimate the future cash flows as well as select a risk-adjusted discount rate to measure the present value of the anticipated cash flows. The carrying value for two of the reporting units, Agriculture Technology and India Structures, exceeded their respective estimated fair value. As a result, impairments of $120,000 and $1,915 were recognized in the Agriculture and Infrastructure segments, respectively. For the Agriculture Technology reporting unit, the recent less favorable outlook for the agriculture market in North America and the slower than expected adoption rate of the agronomy software solution led to a reduction in forecasted sales. These reduced forecasted cash flows resulted in a lower fair value of the Agriculture Technology reporting unit when discounted back to the present value. For the India Structures reporting unit, assumptions around future cash flows including working capital requirements resulted in the impairment of its goodwill. Intangible Assets The components of intangible assets as of September 30, 2023 and December 31, 2022 were as follows: September 30, 2023 December 31, 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Amortizing intangible assets: Customer relationships $ 219,467 $ 152,718 $ 222,716 $ 145,502 Patents & proprietary technology 58,439 44,673 58,404 21,291 Trade names 2,870 952 2,850 645 Other 4,676 4,393 2,462 2,164 Non-amortizing intangible assets: Trade names 57,536 — 59,785 — $ 342,988 $ 202,736 $ 346,217 $ 169,602 Amortizing intangible assets carry a remaining weighted average life of approximately four years. Amortization expense was $5,191 and $15,606 for the thirteen and thirty-nine weeks ended September 30, 2023, respectively, and $5,386 and $16,766 for the thirteen and thirty-nine weeks ended September 24, 2022, respectively. Based on amortizing intangible assets recognized in the Condensed Consolidated Balance Sheets as of September 30, 2023, amortization expense is estimated to average $10,122 for each next five fiscal The Company’s indefinite-lived trade names were tested for impairment as of September 2, 2023. The values of each trade name were determined using the relief-from-royalty method. Based on this evaluation, the carrying value of one trade name exceeded its estimated fair value. An impairment charge of $1,656 was recognized within the Infrastructure segment. In the third quarter of fiscal 2023, the Company tested the recoverability of a certain amortizing proprietary technology intangible asset related to Prospera included within the Agriculture Technology reporting unit due to identified impairment indicators. The Company determined the carrying value of the asset exceeded the total undiscounted estimated future cash flows and reduced the asset to its fair value. An impairment charge of $17,273 was recognized within the Agriculture segment. |
CASH FLOW SUPPLEMENTARY INFORMA
CASH FLOW SUPPLEMENTARY INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
CASH FLOW SUPPLEMENTARY INFORMATION | (6) CASH FLOW SUPPLEMENTARY INFORMATION The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirty-nine weeks ended September 30, September 24, 2023 2022 Interest $ 30,932 $ 23,678 Income taxes 88,930 61,551 |
EARNINGS (LOSS) PER SHARE
EARNINGS (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS (LOSS) PER SHARE | (7) EARNINGS (LOSS) PER SHARE The following table provides a reconciliation of the earnings (loss) and average share amounts used to compute both basic and diluted earnings (loss) per share: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Net earnings (loss) attributable to Valmont Industries, Inc. $ (49,028) $ 72,112 $ 114,888 $ 210,531 Weighted average shares outstanding (000's): Basic 20,951 21,332 21,083 21,308 Dilutive effect of various stock awards — 273 207 238 Diluted 20,951 21,605 21,290 21,546 Earnings (loss) per share: Basic $ (2.34) $ 3.38 $ 5.45 $ 9.88 Dilutive effect of various stock awards — (0.04) (0.05) (0.11) Diluted $ (2.34) $ 3.34 $ 5.40 $ 9.77 In the third quarter of fiscal 2023, the Company reported a net loss. In periods in which the Company recognizes a net loss, the Company excludes the impact of outstanding stock awards from the diluted loss per share calculation, as its inclusion would have an anti-dilutive effect. As of September 30, 2023, there were 42,774 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share. As of September 24, 2022, there were no outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share. |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | (8) 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 Operations, 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 September 30, 2023 and December 31, 2022 was as follows: September 30, December 31, Derivatives designated as hedging instruments: Balance Sheet location 2023 2022 Commodity forward contracts Prepaid expenses and other current assets $ 655 $ — Commodity forward contracts Other accrued expenses (2,208) (3,854) Foreign currency forward contracts Prepaid expenses and other current assets — 83 Cross currency swap contracts Prepaid expenses and other current assets 6,237 5,385 Cross currency swap contracts Other accrued expenses — (210) $ 4,684 $ 1,404 Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended Derivatives designated as Statements of September 30, September 24, September 30, September 24, hedging instruments: Operations location 2023 2022 2023 2022 Commodity forward contracts Product cost of sales $ (997) $ (1,545) $ (6,060) $ (1,047) Foreign currency forward contracts Other income (expenses) — (94) 177 (177) Interest rate hedge amortization Interest expense (16) (16) (48) (48) Cross currency swap contracts Interest expense 476 793 1,371 2,300 $ (537) $ (862) $ (4,560) $ 1,028 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 Operations in the period consumed. Notional amounts, purchase quantities, and maturity dates of these forward contracts as of September 30, 2023 were as follows: Notional Total Maturity Commodity Type Amount Purchase Quantity Dates Steel hot rolled coil $ 20,906 25,000 short tons October 2023 to April 2024 Natural gas 5,364 1,170,475 MMBtu October 2023 to October 2025 Diesel fuel 658 1,512,000 gallons October 2023 to June 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 fiscal 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. In the third and fourth quarters 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 | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS & RELATED REVENUE INFORMATION | (9) 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. 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 which 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 (loss) and return on invested capital. The Company’s operating income (loss) 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 Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 SALES: Infrastructure $ 755,076 $ 755,492 $ 2,261,777 $ 2,157,082 Agriculture 298,483 327,261 910,579 1,011,606 Other — 22,861 — 66,947 Total 1,053,559 1,105,614 3,172,356 3,235,635 INTERSEGMENT SALES: Infrastructure (1,450) (5,112) (7,853) (12,413) Agriculture (1,814) (3,120) (5,431) (9,488) Total (3,264) (8,232) (13,284) (21,901) NET SALES: Infrastructure 753,626 750,380 2,253,924 2,144,669 Agriculture 296,669 324,141 905,148 1,002,118 Other — 22,861 — 66,947 Total $ 1,050,295 $ 1,097,382 $ 3,159,072 $ 3,213,734 OPERATING INCOME (LOSS): Infrastructure $ 103,401 $ 92,465 $ 313,703 $ 254,908 Agriculture (99,670) 43,258 2,904 138,779 Other — 1,107 — 814 Corporate (27,921) (26,858) (88,598) (70,968) Total $ (24,190) $ 109,972 $ 228,009 $ 323,533 Thirteen weeks ended September 30, 2023 Sales Infrastructure Agriculture Intersegment Consolidated Geographical market: North America $ 572,239 $ 126,828 $ (3,055) $ 696,012 International 182,837 171,655 (209) 354,283 Total $ 755,076 $ 298,483 $ (3,264) $ 1,050,295 Product line: Transmission, Distribution, and Substation $ 297,967 $ — $ — $ 297,967 Lighting and Transportation 252,603 — — 252,603 Coatings 88,967 — (1,241) 87,726 Telecommunications 59,630 — — 59,630 Solar 55,909 — (209) 55,700 Irrigation Equipment and Parts — 273,639 (1,814) 271,825 Technology Products and Services — 24,844 — 24,844 Total $ 755,076 $ 298,483 $ (3,264) $ 1,050,295 Thirteen weeks ended September 24, 2022 Sales Infrastructure Agriculture Other Intersegment Consolidated Geographical market: North America $ 579,628 $ 178,626 $ — $ (7,114) $ 751,140 International 175,864 148,635 22,861 (1,118) 346,242 Total $ 755,492 $ 327,261 $ 22,861 $ (8,232) $ 1,097,382 Product line: Transmission, Distribution, and Substation $ 304,781 $ — $ — $ — $ 304,781 Lighting and Transportation 241,590 — — — 241,590 Coatings 91,969 — — (3,994) 87,975 Telecommunications 92,830 — — — 92,830 Solar 24,322 — — (1,118) 23,204 Irrigation Equipment and Parts — 303,003 — (3,120) 299,883 Technology Products and Services — 24,258 — — 24,258 Other — — 22,861 — 22,861 Total $ 755,492 $ 327,261 $ 22,861 $ (8,232) $ 1,097,382 Thirty-nine weeks ended September 30, 2023 Sales Infrastructure Agriculture Intersegment Consolidated Geographical market: North America $ 1,743,635 $ 450,678 $ (12,042) $ 2,182,271 International 518,142 459,901 (1,242) 976,801 Total $ 2,261,777 $ 910,579 $ (13,284) $ 3,159,072 Product line: Transmission, Distribution, and Substation $ 927,094 $ — $ — $ 927,094 Lighting and Transportation 727,862 — — 727,862 Coatings 270,201 — (6,611) 263,590 Telecommunications 195,505 — — 195,505 Solar 141,115 — (1,242) 139,873 Irrigation Equipment and Parts — 825,277 (5,431) 819,846 Technology Products and Services — 85,302 — 85,302 Total $ 2,261,777 $ 910,579 $ (13,284) $ 3,159,072 Thirty-nine weeks ended September 24, 2022 Sales Infrastructure Agriculture Other Intersegment Consolidated Geographical market: North America $ 1,645,472 $ 564,369 $ — $ (20,316) $ 2,189,525 International 511,610 447,237 66,947 (1,585) 1,024,209 Total $ 2,157,082 $ 1,011,606 $ 66,947 $ (21,901) $ 3,213,734 Product line: Transmission, Distribution, and Substation $ 882,216 $ — $ — $ — $ 882,216 Lighting and Transportation 701,009 — — — 701,009 Coatings 264,266 — — (11,295) 252,971 Telecommunications 232,765 — — — 232,765 Solar 76,826 — — (1,118) 75,708 Irrigation Equipment and Parts — 928,622 — (9,488) 919,134 Technology Products and Services — 82,984 — — 82,984 Other — — 66,947 — 66,947 Total $ 2,157,082 $ 1,011,606 $ 66,947 $ (21,901) $ 3,213,734 A breakdown by segment of revenue recognized over time and at a point in time for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 was as follows: Thirteen weeks ended September 30, 2023 Thirty-nine weeks ended September 30, 2023 Net Sales Point in Time Over Time Total Point in Time Over Time Total Infrastructure $ 453,829 $ 299,797 $ 753,626 $ 1,316,931 $ 936,993 $ 2,253,924 Agriculture 288,780 7,889 296,669 883,797 21,351 905,148 Total $ 742,609 $ 307,686 $ 1,050,295 $ 2,200,728 $ 958,344 $ 3,159,072 Thirteen weeks ended September 24, 2022 Thirty-nine weeks ended September 24, 2022 Net Sales Point in Time Over Time Total Point in Time Over Time Total Infrastructure $ 434,839 $ 315,541 $ 750,380 $ 1,233,320 $ 911,349 $ 2,144,669 Agriculture 317,669 6,472 324,141 983,450 18,668 1,002,118 Other — 22,861 22,861 — 66,947 66,947 Total $ 752,508 $ 344,874 $ 1,097,382 $ 2,216,770 $ 996,964 $ 3,213,734 |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Condensed Consolidated Financial Statements | Condensed Consolidated Financial Statements The Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022, and the Condensed Consolidated Statements of Cash Flows and Shareholders’ Equity for the thirty-nine 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 September 30, 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 September 30, 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 September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, 2023 2022 Raw materials and purchased parts $ 255,279 $ 258,814 Work-in-process 45,652 44,453 Finished goods and manufactured goods 392,698 425,495 Total inventories $ 693,629 $ 728,762 |
Geographical Markets | Geographical Markets Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 United States $ 31,915 $ 41,146 $ 140,839 $ 164,177 Foreign (66,570) 59,625 50,447 130,328 Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries $ (34,655) $ 100,771 $ 191,286 $ 294,505 |
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 the discount rates used to value the obligation, the expected return on plan assets used to fund these expenses, and the 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 cost (benefit) for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Interest cost $ 5,472 $ 2,930 $ 16,142 $ 9,452 Expected return on plan assets (5,536) (5,400) (16,330) (17,420) Amortization of prior service cost 128 115 374 371 Net periodic pension cost (benefit) $ 64 $ (2,355) $ 186 $ (7,597) |
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 September 30, 2023, 1,616,717 shares of common stock remained available for issuance under the plans. Stock options granted under the plans call for the exercise price of each option to equal 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 Operations) and associated income tax benefits related to stock options and restricted stock awards for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Compensation expense $ 8,954 $ 10,415 $ 28,810 $ 29,998 Income tax benefits 2,239 2,604 7,203 7,500 |
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 prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. ● Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. ● Level 3: Unobservable inputs for the asset or liability. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The following are descriptions 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 were $25,334 and $25,008 as of September 30, 2023 and December 31, 2022, respectively. These assets represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with ASC 320, Investments – Debt Securities Derivative Financial Instruments: The fair value of foreign currency forward contracts, 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. Carrying Value Fair Value Measurement Using: September 30, 2023 Level 1 Level 2 Level 3 Trading securities $ 25,334 $ 25,334 $ — $ — Derivative financial instruments, net 4,684 — 4,684 — Cash and cash equivalents - mutual funds 831 831 — — 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 — — |
Long-Lived Assets | Long-Lived Assets The Company’s other non-financial assets include goodwill and other intangible assets, which are measured at fair value on a non-recurring basis using Level 3 inputs. See “Goodwill and Intangible Assets” footnote. |
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 (Loss) Comprehensive income (loss) includes net earnings (loss), 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 September 30, 2023 and December 31, 2022: September 30, December 31, 2023 2022 Foreign currency translation adjustments $ (269,812) $ (260,799) Hedging activities 22,108 20,099 Defined benefit pension plan (33,928) (34,209) Accumulated other comprehensive loss $ (281,632) $ (274,909) |
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 product line and Technology Products and Services product line. Customer acceptance provisions exist only in the design stage of the products (on a limited basis, the Company may agree to other acceptance terms), and acceptance of the design by the customer is required before manufacturing commences and the product is manufactured and delivered to the customer. The Company is generally 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 for design services. 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 within cost of sales. 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"), Solar, and Telecommunications product lines, 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 one year of transfer of control of goods or services. The Company’s contract assets as of September 30, 2023 and December 31, 2022 totaled $169,931 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 September 30, 2023 and December 31, 2022, total contract liabilities were $88,600 and $178,531, respectively. The balance as of September 30, 2023 was recorded as “Contract liabilities” in the Condensed Consolidated Balance Sheets. Additional details are as follows: ● During the thirteen and thirty-nine weeks ended September 30, 2023, the Company recognized $ 49,644 and $ 149,801 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 thirty-nine weeks ended September 24, 2022, the Company recognized $16,826 and $75,998 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 September 30, 2023, the Company had no material remaining performance obligations on contracts with an expected duration of one year or more. 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 complete 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 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 the Lighting and Transportation product line 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 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 fiscal 2023, the Company adopted Accounting Standards Update No. 2022-04, Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations Confirmed obligations outstanding as of December 31, 2022 $ 48,880 Invoices confirmed during the period 204,922 Confirmed invoices paid during the period (205,239) Confirmed obligations outstanding as of September 30, 2023 $ 48,563 |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Schedule of inventories | Inventories as of September 30, 2023 and December 31, 2022 consisted of the following: September 30, December 31, 2023 2022 Raw materials and purchased parts $ 255,279 $ 258,814 Work-in-process 45,652 44,453 Finished goods and manufactured goods 392,698 425,495 Total inventories $ 693,629 $ 728,762 |
Schedule of Income Before Income Tax, Domestic and Foreign | Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 United States $ 31,915 $ 41,146 $ 140,839 $ 164,177 Foreign (66,570) 59,625 50,447 130,328 Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries $ (34,655) $ 100,771 $ 191,286 $ 294,505 |
Schedule of Components of the Net Periodic Pension (Benefit) Expense | The components of the net periodic pension cost (benefit) for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Interest cost $ 5,472 $ 2,930 $ 16,142 $ 9,452 Expected return on plan assets (5,536) (5,400) (16,330) (17,420) Amortization of prior service cost 128 115 374 371 Net periodic pension cost (benefit) $ 64 $ (2,355) $ 186 $ (7,597) |
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 Operations) and associated income tax benefits related to stock options and restricted stock awards for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Compensation expense $ 8,954 $ 10,415 $ 28,810 $ 29,998 Income tax benefits 2,239 2,604 7,203 7,500 |
Valuation methodologies used for assets and liabilities measured at fair value | Carrying Value Fair Value Measurement Using: September 30, 2023 Level 1 Level 2 Level 3 Trading securities $ 25,334 $ 25,334 $ — $ — Derivative financial instruments, net 4,684 — 4,684 — Cash and cash equivalents - mutual funds 831 831 — — 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 — — |
Schedule of Components of Accumulated Other Comprehensive Income (Loss) | September 30, December 31, 2023 2022 Foreign currency translation adjustments $ (269,812) $ (260,799) Hedging activities 22,108 20,099 Defined benefit pension plan (33,928) (34,209) Accumulated other comprehensive loss $ (281,632) $ (274,909) |
Schedule of supplier finance program confirmed obligations | Confirmed obligations outstanding as of December 31, 2022 $ 48,880 Invoices confirmed during the period 204,922 Confirmed invoices paid during the period (205,239) Confirmed obligations outstanding as of September 30, 2023 $ 48,563 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Conceal Fab | |
Business Acquisition [Line Items] | |
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 |
HR Products | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed of HR Products as of the date of acquisition: August 31, 2023 Current assets $ 24,816 Property, plant, and equipment 222 Goodwill 17,645 Other non-current assets 4,819 Total fair value of assets acquired $ 47,502 Current liabilities 4,216 Operating lease liabilities 3,581 Total fair value of liabilities assumed $ 7,797 Net assets acquired $ 39,705 |
REALIGNMENT ACTIVITIES (Tables)
REALIGNMENT ACTIVITIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activities | Infrastructure Agriculture Corporate Total Severance and other employee benefit costs $ 1,069 $ 907 $ 2,204 $ 4,180 |
Schedule of Liabilities Recorded For The Restructuring Plan And Changes | Balance as of Recognized Costs Paid or Balance as of December 31, Realignment Otherwise September 30, 2022 Expense Settled 2023 Severance and other employee benefit costs $ — $ 4,180 $ (132) $ 4,048 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Components of Intangible Assets | September 30, 2023 December 31, 2022 Gross Gross Carrying Accumulated Carrying Accumulated Amount Amortization Amount Amortization Amortizing intangible assets: Customer relationships $ 219,467 $ 152,718 $ 222,716 $ 145,502 Patents & proprietary technology 58,439 44,673 58,404 21,291 Trade names 2,870 952 2,850 645 Other 4,676 4,393 2,462 2,164 Non-amortizing intangible assets: Trade names 57,536 — 59,785 — $ 342,988 $ 202,736 $ 346,217 $ 169,602 |
Schedule of Carrying Amount of Goodwill | The carrying amount of goodwill by segment as of September 30, 2023 and December 31, 2022 was as follows: Infrastructure Agriculture Total Gross balance as of December 31, 2022 $ 473,551 $ 313,777 $ 787,328 Accumulated impairment losses (47,467) — (47,467) Balance as of December 31, 2022 426,084 313,777 739,861 Acquisition — 17,645 17,645 Divestiture — (160) (160) Impairments (1,915) (120,000) (121,915) Foreign currency translation (610) 196 (414) Balance as of September 30, 2023 $ 423,559 $ 211,458 $ 635,017 Infrastructure Agriculture Total Gross balance as of September 30, 2023 $ 472,941 $ 331,458 $ 804,399 Accumulated impairment losses (49,382) (120,000) (169,382) Balance as of September 30, 2023 $ 423,559 $ 211,458 $ 635,017 |
CASH FLOW SUPPLEMENTARY INFOR_2
CASH FLOW SUPPLEMENTARY INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Payments For Interest And Income Taxes (Net of Refunds) | Thirty-nine weeks ended September 30, September 24, 2023 2022 Interest $ 30,932 $ 23,678 Income taxes 88,930 61,551 |
EARNINGS (LOSS) PER SHARE (Tabl
EARNINGS (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic and Diluted Earnings (Loss) Per Share | The following table provides a reconciliation of the earnings (loss) and average share amounts used to compute both basic and diluted earnings (loss) per share: Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 Net earnings (loss) attributable to Valmont Industries, Inc. $ (49,028) $ 72,112 $ 114,888 $ 210,531 Weighted average shares outstanding (000's): Basic 20,951 21,332 21,083 21,308 Dilutive effect of various stock awards — 273 207 238 Diluted 20,951 21,605 21,290 21,546 Earnings (loss) per share: Basic $ (2.34) $ 3.38 $ 5.45 $ 9.88 Dilutive effect of various stock awards — (0.04) (0.05) (0.11) Diluted $ (2.34) $ 3.34 $ 5.40 $ 9.77 In the third quarter of fiscal 2023, the Company reported a net loss. In periods in which the Company recognizes a net loss, the Company excludes the impact of outstanding stock awards from the diluted loss per share calculation, as its inclusion would have an anti-dilutive effect. |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
DERIVATIVE FINANCIAL INSTRUMENTS | |
Schedule of Fair Value of Derivative Instruments | Fair value of derivative instruments as of September 30, 2023 and December 31, 2022 was as follows: September 30, December 31, Derivatives designated as hedging instruments: Balance Sheet location 2023 2022 Commodity forward contracts Prepaid expenses and other current assets $ 655 $ — Commodity forward contracts Other accrued expenses (2,208) (3,854) Foreign currency forward contracts Prepaid expenses and other current assets — 83 Cross currency swap contracts Prepaid expenses and other current assets 6,237 5,385 Cross currency swap contracts Other accrued expenses — (210) $ 4,684 $ 1,404 |
Schedule of Gains (Losses) on Derivatives Recognized on Statements of Earnings | Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended September 30, 2023 and September 24, 2022 were as follows: Thirteen weeks ended Thirty-nine weeks ended Derivatives designated as Statements of September 30, September 24, September 30, September 24, hedging instruments: Operations location 2023 2022 2023 2022 Commodity forward contracts Product cost of sales $ (997) $ (1,545) $ (6,060) $ (1,047) Foreign currency forward contracts Other income (expenses) — (94) 177 (177) Interest rate hedge amortization Interest expense (16) (16) (48) (48) Cross currency swap contracts Interest expense 476 793 1,371 2,300 $ (537) $ (862) $ (4,560) $ 1,028 |
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 $ 20,906 25,000 short tons October 2023 to April 2024 Natural gas 5,364 1,170,475 MMBtu October 2023 to October 2025 Diesel fuel 658 1,512,000 gallons October 2023 to June 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) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information of Sales and Operating Income | Thirteen weeks ended Thirty-nine weeks ended September 30, September 24, September 30, September 24, 2023 2022 2023 2022 SALES: Infrastructure $ 755,076 $ 755,492 $ 2,261,777 $ 2,157,082 Agriculture 298,483 327,261 910,579 1,011,606 Other — 22,861 — 66,947 Total 1,053,559 1,105,614 3,172,356 3,235,635 INTERSEGMENT SALES: Infrastructure (1,450) (5,112) (7,853) (12,413) Agriculture (1,814) (3,120) (5,431) (9,488) Total (3,264) (8,232) (13,284) (21,901) NET SALES: Infrastructure 753,626 750,380 2,253,924 2,144,669 Agriculture 296,669 324,141 905,148 1,002,118 Other — 22,861 — 66,947 Total $ 1,050,295 $ 1,097,382 $ 3,159,072 $ 3,213,734 OPERATING INCOME (LOSS): Infrastructure $ 103,401 $ 92,465 $ 313,703 $ 254,908 Agriculture (99,670) 43,258 2,904 138,779 Other — 1,107 — 814 Corporate (27,921) (26,858) (88,598) (70,968) Total $ (24,190) $ 109,972 $ 228,009 $ 323,533 |
Schedule of breakdown by segment of revenue recognized | Thirteen weeks ended September 30, 2023 Sales Infrastructure Agriculture Intersegment Consolidated Geographical market: North America $ 572,239 $ 126,828 $ (3,055) $ 696,012 International 182,837 171,655 (209) 354,283 Total $ 755,076 $ 298,483 $ (3,264) $ 1,050,295 Product line: Transmission, Distribution, and Substation $ 297,967 $ — $ — $ 297,967 Lighting and Transportation 252,603 — — 252,603 Coatings 88,967 — (1,241) 87,726 Telecommunications 59,630 — — 59,630 Solar 55,909 — (209) 55,700 Irrigation Equipment and Parts — 273,639 (1,814) 271,825 Technology Products and Services — 24,844 — 24,844 Total $ 755,076 $ 298,483 $ (3,264) $ 1,050,295 Thirteen weeks ended September 24, 2022 Sales Infrastructure Agriculture Other Intersegment Consolidated Geographical market: North America $ 579,628 $ 178,626 $ — $ (7,114) $ 751,140 International 175,864 148,635 22,861 (1,118) 346,242 Total $ 755,492 $ 327,261 $ 22,861 $ (8,232) $ 1,097,382 Product line: Transmission, Distribution, and Substation $ 304,781 $ — $ — $ — $ 304,781 Lighting and Transportation 241,590 — — — 241,590 Coatings 91,969 — — (3,994) 87,975 Telecommunications 92,830 — — — 92,830 Solar 24,322 — — (1,118) 23,204 Irrigation Equipment and Parts — 303,003 — (3,120) 299,883 Technology Products and Services — 24,258 — — 24,258 Other — — 22,861 — 22,861 Total $ 755,492 $ 327,261 $ 22,861 $ (8,232) $ 1,097,382 Thirty-nine weeks ended September 30, 2023 Sales Infrastructure Agriculture Intersegment Consolidated Geographical market: North America $ 1,743,635 $ 450,678 $ (12,042) $ 2,182,271 International 518,142 459,901 (1,242) 976,801 Total $ 2,261,777 $ 910,579 $ (13,284) $ 3,159,072 Product line: Transmission, Distribution, and Substation $ 927,094 $ — $ — $ 927,094 Lighting and Transportation 727,862 — — 727,862 Coatings 270,201 — (6,611) 263,590 Telecommunications 195,505 — — 195,505 Solar 141,115 — (1,242) 139,873 Irrigation Equipment and Parts — 825,277 (5,431) 819,846 Technology Products and Services — 85,302 — 85,302 Total $ 2,261,777 $ 910,579 $ (13,284) $ 3,159,072 Thirty-nine weeks ended September 24, 2022 Sales Infrastructure Agriculture Other Intersegment Consolidated Geographical market: North America $ 1,645,472 $ 564,369 $ — $ (20,316) $ 2,189,525 International 511,610 447,237 66,947 (1,585) 1,024,209 Total $ 2,157,082 $ 1,011,606 $ 66,947 $ (21,901) $ 3,213,734 Product line: Transmission, Distribution, and Substation $ 882,216 $ — $ — $ — $ 882,216 Lighting and Transportation 701,009 — — — 701,009 Coatings 264,266 — — (11,295) 252,971 Telecommunications 232,765 — — — 232,765 Solar 76,826 — — (1,118) 75,708 Irrigation Equipment and Parts — 928,622 — (9,488) 919,134 Technology Products and Services — 82,984 — — 82,984 Other — — 66,947 — 66,947 Total $ 2,157,082 $ 1,011,606 $ 66,947 $ (21,901) $ 3,213,734 |
Breakdown by segment of revenue recognized over time and at a point in time | Thirteen weeks ended September 30, 2023 Thirty-nine weeks ended September 30, 2023 Net Sales Point in Time Over Time Total Point in Time Over Time Total Infrastructure $ 453,829 $ 299,797 $ 753,626 $ 1,316,931 $ 936,993 $ 2,253,924 Agriculture 288,780 7,889 296,669 883,797 21,351 905,148 Total $ 742,609 $ 307,686 $ 1,050,295 $ 2,200,728 $ 958,344 $ 3,159,072 Thirteen weeks ended September 24, 2022 Thirty-nine weeks ended September 24, 2022 Net Sales Point in Time Over Time Total Point in Time Over Time Total Infrastructure $ 434,839 $ 315,541 $ 750,380 $ 1,233,320 $ 911,349 $ 2,144,669 Agriculture 317,669 6,472 324,141 983,450 18,668 1,002,118 Other — 22,861 22,861 — 66,947 66,947 Total $ 752,508 $ 344,874 $ 1,097,382 $ 2,216,770 $ 996,964 $ 3,213,734 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory, Net [Abstract] | ||
Raw materials and purchased parts | $ 255,279 | $ 258,814 |
Work-in-process | 45,652 | 44,453 |
Finished goods and manufactured goods | 392,698 | 425,495 |
Total inventories | $ 693,629 | $ 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Accounting Policies [Abstract] | ||||
United States | $ 31,915 | $ 41,146 | $ 140,839 | $ 164,177 |
Foreign | (66,570) | 59,625 | 50,447 | 130,328 |
Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries | $ (34,655) | $ 100,771 | $ 191,286 | $ 294,505 |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Net Periodic Pension Cost (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||
Interest cost | $ 5,472 | $ 2,930 | $ 16,142 | $ 9,452 |
Expected return on plan assets | (5,536) | (5,400) | (16,330) | (17,420) |
Amortization of prior service cost | 128 | 115 | 374 | 371 |
Net periodic pension cost (benefit) | $ 64 | $ (2,355) | $ 186 | $ (7,597) |
BASIS OF PRESENTATION AND SUM_7
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Stock Plans and Restricted Stock Awards (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Share-based Payment Arrangement, Option | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Shares of common stock available for issuance (in shares) | 1,616,717 | 1,616,717 | ||
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] | ||||
Compensation expense | $ 8,954 | $ 10,415 | $ 28,810 | $ 29,998 |
Income tax benefits | $ 2,239 | $ 2,604 | $ 7,203 | $ 7,500 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | $ 25,334 | $ 25,008 |
Derivative financial instruments, net | 4,684 | 1,404 |
Cash and cash equivalents - mutual funds | 831 | 7,205 |
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 | 25,334 | 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 | 25,334 | 25,008 |
Derivative financial instruments, net | 0 | |
Cash and cash equivalents - mutual funds | 831 | 7,205 |
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 | $ 4,684 | 1,404 |
Cash and cash equivalents - mutual funds | 0 | |
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 |
BASIS OF PRESENTATION AND SUM_9
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Foreign currency translation adjustments | $ (269,812) | $ (260,799) |
Hedging activities | 22,108 | 20,099 |
Defined benefit pension plan | (33,928) | (34,209) |
Accumulated other comprehensive loss | $ (281,632) | $ (274,909) |
BASIS OF PRESENTATION AND SU_10
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenues (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | |||||
Contract assets | $ 169,931,000 | $ 169,931,000 | $ 174,539,000 | ||
Contract liabilities | 88,600,000 | 88,600,000 | 178,531,000 | ||
Contract liabilities | 88,600,000 | 88,600,000 | $ 172,915,000 | ||
Revenue recognized from contract liability | 49,644,000 | $ 16,826,000 | 149,801,000 | $ 75,998,000 | |
Remaining performance obligation | $ 0 | $ 0 | |||
Minimum | |||||
Disaggregation of Revenue [Line Items] | |||||
Expected timing of performance obligation satisfaction | 1 year | 1 year |
BASIS OF PRESENTATION AND SU_11
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Supplier Finance Program (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Accounting Policies [Abstract] | |
Confirmed obligations outstanding | $ 48,880 |
Invoices confirmed during the period | 204,922 |
Confirmed invoices paid during the period | (205,239) |
Confirmed obligations outstanding as of September 30, 2023 | $ 48,563 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) $ in Thousands, $ in Thousands | 9 Months Ended | |||||||||
Aug. 31, 2023 USD ($) payment | Aug. 31, 2023 AUD ($) | Aug. 10, 2022 USD ($) | Jun. 01, 2022 USD ($) | May 10, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | Aug. 31, 2023 AUD ($) payment | Dec. 31, 2022 USD ($) | Aug. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | ||||||||||
Acquisitions, net of cash acquired | $ 31,839 | $ 39,287 | ||||||||
Goodwill | 635,017 | $ 739,861 | ||||||||
Non-controlling interest in consolidated subsidiaries | $ 56,970 | $ 60,865 | ||||||||
Conceal Fab | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Current assets | $ 21,133 | |||||||||
Property, plant, and equipment | 3,813 | |||||||||
Goodwill | 42,465 | |||||||||
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 | |||||||||
Non-controlling interest in consolidated subsidiaries | 41,693 | |||||||||
Net assets acquired | $ 44,042 | |||||||||
Percentage acquired | 51% | |||||||||
Cash paid to acquire business | $ 39,287 | |||||||||
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 | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisitions, net of cash acquired | $ 36,465 | $ 56,744 | ||||||||
Retention fund, withheld | $ 4,626 | $ 7,200 | ||||||||
Number of equal payments | payment | 2 | 2 | ||||||||
Current assets | $ 24,816 | |||||||||
Property, plant, and equipment | 222 | |||||||||
Goodwill | 17,645 | |||||||||
Other non-current assets | 4,819 | |||||||||
Total fair value of assets acquired | 47,502 | |||||||||
Current Liabilities | 4,216 | |||||||||
Operating lease liabilities | 3,581 | |||||||||
Total fair value of liabilities assumed | 7,797 | |||||||||
Net assets acquired | $ 39,705 | |||||||||
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 | 9 Months Ended | |||||
Apr. 30, 2023 USD ($) | Jul. 01, 2023 USD ($) | Sep. 24, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 24, 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 | $ 1,107 | $ 814 | |||||
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) |
REALIGNMENT ACTIVITIES - Narrat
REALIGNMENT ACTIVITIES - Narrative (Details) - Maximum - Voluntary early retirement program and other headcount reduction actions - Realignment Program $ in Thousands | Sep. 30, 2023 USD ($) |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost | $ 36,000 |
Infrastructure | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost | 16,000 |
Agriculture | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost | 10,000 |
Corporate | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and Related Cost, Expected Cost | $ 10,000 |
REALIGNMENT ACTIVITIES - Pre-ta
REALIGNMENT ACTIVITIES - Pre-tax Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Severance and other employee benefit costs | $ 4,180 | $ 4,180 |
Realignment charges | 4,180 | $ 4,180 |
Infrastructure | Voluntary early retirement program and other headcount reduction actions | Realignment Program | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and other employee benefit costs | 1,069 | |
Realignment charges | 1,069 | |
Agriculture | Voluntary early retirement program and other headcount reduction actions | Realignment Program | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and other employee benefit costs | 907 | |
Realignment charges | 907 | |
Corporate | Voluntary early retirement program and other headcount reduction actions | Realignment Program | ||
Restructuring Cost and Reserve [Line Items] | ||
Severance and other employee benefit costs | 2,204 | |
Realignment charges | $ 2,204 |
REALIGNMENT ACTIVITIES - Change
REALIGNMENT ACTIVITIES - Changes in Current Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Roll Forward] | ||
Restructuring Charges | $ 4,180 | $ 4,180 |
Voluntary early retirement program and other headcount reduction actions | Realignment Program | ||
Restructuring Cost and Reserve [Roll Forward] | ||
Costs Paid or Otherwise Settled | (132) | |
Severance and other employee benefit costs, ending balance | $ 4,048 | $ 4,048 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | |||
Goodwill, Gross | $ 804,399 | $ 804,399 | $ 787,328 |
Accumulated impairment losses | (169,382) | (169,382) | (47,467) |
Carrying amount of goodwill | |||
Balance at the beginning of the period | 739,861 | ||
Acquisitions | 17,645 | ||
Divestiture | (160) | ||
Impairment | (121,915) | ||
Foreign currency translation | (414) | ||
Balance at the end of the period | 635,017 | 635,017 | |
Infrastructure [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 472,941 | 472,941 | 473,551 |
Accumulated impairment losses | (49,382) | (49,382) | (47,467) |
Carrying amount of goodwill | |||
Balance at the beginning of the period | 426,084 | ||
Impairment | (1,915) | (1,915) | |
Foreign currency translation | (610) | ||
Balance at the end of the period | 423,559 | 423,559 | |
Agriculture [Member] | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 331,458 | 331,458 | $ 313,777 |
Accumulated impairment losses | (120,000) | (120,000) | |
Carrying amount of goodwill | |||
Balance at the beginning of the period | 313,777 | ||
Acquisitions | 17,645 | ||
Divestiture | (160) | ||
Impairment | (120,000) | (120,000) | |
Foreign currency translation | 196 | ||
Balance at the end of the period | $ 211,458 | $ 211,458 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Amortizing Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | Dec. 31, 2022 | |
Components of amortized intangible assets | |||||
Weighted Average Life | 4 years | 4 years | 4 years | ||
Amortization expense for intangible assets | $ 5,191 | $ 5,386 | $ 15,606 | $ 16,766 | |
Estimated Amortization Expense | |||||
Remainder of 2023 | 10,122 | 10,122 | |||
2024 | 10,122 | 10,122 | |||
2025 | 10,122 | 10,122 | |||
2026 | 10,122 | 10,122 | |||
2027 | 10,122 | 10,122 | |||
2028 | 10,122 | 10,122 | |||
Customer relationships | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 219,467 | 219,467 | $ 222,716 | ||
Accumulated Amortization | 152,718 | 152,718 | 145,502 | ||
Patents & Proprietary Technology | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 58,439 | 58,439 | 58,404 | ||
Accumulated Amortization | 44,673 | 44,673 | 21,291 | ||
Trade names | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 2,870 | 2,870 | 2,850 | ||
Accumulated Amortization | 952 | 952 | 645 | ||
Other | |||||
Components of amortized intangible assets | |||||
Gross Carrying Amount | 4,676 | 4,676 | 2,462 | ||
Accumulated Amortization | $ 4,393 | $ 4,393 | $ 2,164 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Non-Amortized Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Trade names | ||
Non-amortized intangible assets | ||
Non-amortizing intangible assets | $ 57,536 | $ 59,785 |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Total Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Intangible Assets, Gross (Excluding Goodwill) [Abstract] | ||
Amortizing and non-amortizing intangible assets, Gross Carrying Amount | $ 342,988 | $ 346,217 |
Intangible Assets, Accumulated Amortization | $ 202,736 | $ 169,602 |
GOODWILL AND INTANGIBLE ASSET_6
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | Sep. 02, 2023 item | Dec. 31, 2022 USD ($) | |
Indefinite-lived Intangible Assets | ||||
Goodwill impairments | $ 169,382 | $ 169,382 | $ 47,467 | |
Number Of Reporting Units Impaired for Goodwill | item | 2 | |||
Goodwill impairment | 121,915 | |||
Agriculture | ||||
Indefinite-lived Intangible Assets | ||||
Goodwill impairments | 120,000 | 120,000 | ||
Goodwill impairment | 120,000 | 120,000 | ||
Agriculture | Proprietary technology intangible asset related to Prospera | ||||
Indefinite-lived Intangible Assets | ||||
Impairment charge for intangible assets | 17,273 | |||
Infrastructure | ||||
Indefinite-lived Intangible Assets | ||||
Goodwill impairments | 49,382 | 49,382 | $ 47,467 | |
Goodwill impairment | $ 1,915 | 1,915 | ||
Infrastructure | Trade names | ||||
Indefinite-lived Intangible Assets | ||||
Impairment of intangible assets | $ 1,656 |
CASH FLOW SUPPLEMENTARY INFOR_3
CASH FLOW SUPPLEMENTARY INFORMATION (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 24, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Interest | $ 30,932 | $ 23,678 |
Income taxes | $ 88,930 | $ 61,551 |
EARNINGS (LOSS) PER SHARE - Rec
EARNINGS (LOSS) PER SHARE - Reconciliation of earnings (loss) and share amounts to compute basic and diluted earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Earnings Per Share [Abstract] | ||||
Net earnings (loss) attributable to Valmont Industries, Inc. | $ (49,028) | $ 72,112 | $ 114,888 | $ 210,531 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 20,951 | 21,332 | 21,083 | 21,308 |
Dilutive effect of various stock awards (in shares) | 273 | 207 | 238 | |
Diluted (in shares) | 20,951 | 21,605 | 21,290 | 21,546 |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ (2.34) | $ 3.38 | $ 5.45 | $ 9.88 |
Dilutive effect of various stock awards (in dollars per share) | (0.04) | (0.05) | (0.11) | |
Diluted (in dollars per share) | $ (2.34) | $ 3.34 | $ 5.40 | $ 9.77 |
EARNINGS (LOSS) PER SHARE - Nar
EARNINGS (LOSS) PER SHARE - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Earnings Per Share [Abstract] | ||||
Loss from divestiture of offshore wind energy structures business | $ 2,994 | $ 0 | ||
Severance and other employee benefit costs | $ 4,180 | $ 4,180 | ||
Outstanding stock options with exercise prices exceeding the market price of common stock, excluded from the computation of diluted earnings per share (in shares) | 42,774 | 0 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value of Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | $ 4,684 | $ 1,404 |
Commodity forward contracts | Other accrued expenses | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | (2,208) | (3,854) |
Commodity forward contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | 655 | 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 | 0 | (210) |
Cross currency swap contracts | Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative assets (liabilities), at fair value, net | $ 6,237 | $ 5,385 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Loss) on Derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 24, 2022 | Sep. 30, 2023 | Sep. 24, 2022 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, gain (loss) on derivative, net | $ (537) | $ (862) | $ (4,560) | $ 1,028 |
Commodity forward contracts | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Derivative, gain (loss) on derivative, net | $ (997) | $ (1,545) | $ (6,060) | $ (1,047) |
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 | $ (94) | $ 177 | $ (177) | |
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) | $ (48) | $ (48) |
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 | $ 476 | $ 793 | $ 1,371 | $ 2,300 |
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 | 6 Months Ended | |
Dec. 31, 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 | 9 Months Ended | |
Sep. 30, 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 | $ 20,906 | |
Derivative, nonmonetary notional amount, mass | T | 25,000 | |
Cash Flow Hedging | Natural Gas Forward Contract | Long | ||
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Derivative, notional amount | $ 5,364 | |
Derivative, nonmonetary notional amount, energy measure | MMBTU | 1,170,475 | |
Cash Flow Hedging | Diesel Fuel Forward Contract | Long | ||
DERIVATIVE FINANCIAL INSTRUMENTS | ||
Derivative, notional amount | $ 658 | |
Derivative, nonmonetary notional amount, volume measure | gal | 1,512,000 | |
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 | Sep. 30, 2023 USD ($) | Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 24, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 24, 2022 USD ($) | |
Business Segments | ||||
Number of reportable segments | segment | 2 | |||
Net sales | $ 1,050,295 | $ 1,097,382 | $ 3,159,072 | $ 3,213,734 |
Operating income (loss) | (24,190) | 109,972 | 228,009 | 323,533 |
Pre-tax gain on sale of engineering and equipment | 2,994 | 0 | ||
Point in Time | ||||
Business Segments | ||||
Net sales | 742,609 | 752,508 | 2,200,728 | 2,216,770 |
Over Time | ||||
Business Segments | ||||
Net sales | 307,686 | 344,874 | 958,344 | 996,964 |
Transmission, Distribution and Substation | ||||
Business Segments | ||||
Net sales | 297,967 | 304,781 | 927,094 | 882,216 |
Lighting and Transportation | ||||
Business Segments | ||||
Net sales | 252,603 | 241,590 | 727,862 | 701,009 |
Coatings | ||||
Business Segments | ||||
Net sales | 87,726 | 87,975 | 263,590 | 252,971 |
Telecommunications | ||||
Business Segments | ||||
Net sales | 59,630 | 92,830 | 195,505 | 232,765 |
Solar | ||||
Business Segments | ||||
Net sales | 55,700 | 23,204 | 139,873 | 75,708 |
Irrigation Equipment and Parts | ||||
Business Segments | ||||
Net sales | 271,825 | 299,883 | 819,846 | 919,134 |
Technology Products and Services | ||||
Business Segments | ||||
Net sales | 24,844 | 24,258 | 85,302 | 82,984 |
Other | ||||
Business Segments | ||||
Net sales | 22,861 | 66,947 | ||
North America | ||||
Business Segments | ||||
Net sales | 696,012 | 751,140 | 2,182,271 | 2,189,525 |
International | ||||
Business Segments | ||||
Net sales | 354,283 | 346,242 | 976,801 | 1,024,209 |
Infrastructure | ||||
Business Segments | ||||
Net sales | 753,626 | 750,380 | 2,253,924 | 2,144,669 |
Operating income (loss) | 103,401 | 92,465 | 313,703 | 254,908 |
Infrastructure | Point in Time | ||||
Business Segments | ||||
Net sales | 453,829 | 434,839 | 1,316,931 | 1,233,320 |
Infrastructure | Over Time | ||||
Business Segments | ||||
Net sales | 299,797 | 315,541 | 936,993 | 911,349 |
Agriculture | ||||
Business Segments | ||||
Net sales | 296,669 | 324,141 | 905,148 | 1,002,118 |
Operating income (loss) | (99,670) | 43,258 | 2,904 | 138,779 |
Agriculture | Point in Time | ||||
Business Segments | ||||
Net sales | 288,780 | 317,669 | 883,797 | 983,450 |
Agriculture | Over Time | ||||
Business Segments | ||||
Net sales | 7,889 | 6,472 | 21,351 | 18,668 |
Other Segments | ||||
Business Segments | ||||
Net sales | 22,861 | 66,947 | ||
Operating income (loss) | 1,107 | 814 | ||
Other Segments | Over Time | ||||
Business Segments | ||||
Net sales | 22,861 | 66,947 | ||
Corporate | ||||
Business Segments | ||||
Operating income (loss) | (27,921) | (26,858) | (88,598) | (70,968) |
Operating segment | ||||
Business Segments | ||||
Net sales | 1,053,559 | 1,105,614 | 3,172,356 | 3,235,635 |
Operating segment | Infrastructure | ||||
Business Segments | ||||
Net sales | 755,076 | 755,492 | 2,261,777 | 2,157,082 |
Operating segment | Infrastructure | Transmission, Distribution and Substation | ||||
Business Segments | ||||
Net sales | 297,967 | 304,781 | 927,094 | 882,216 |
Operating segment | Infrastructure | Lighting and Transportation | ||||
Business Segments | ||||
Net sales | 252,603 | 241,590 | 727,862 | 701,009 |
Operating segment | Infrastructure | Coatings | ||||
Business Segments | ||||
Net sales | 88,967 | 91,969 | 270,201 | 264,266 |
Operating segment | Infrastructure | Telecommunications | ||||
Business Segments | ||||
Net sales | 59,630 | 92,830 | 195,505 | 232,765 |
Operating segment | Infrastructure | Solar | ||||
Business Segments | ||||
Net sales | 55,909 | 24,322 | 141,115 | 76,826 |
Operating segment | Infrastructure | North America | ||||
Business Segments | ||||
Net sales | 572,239 | 579,628 | 1,743,635 | 1,645,472 |
Operating segment | Infrastructure | International | ||||
Business Segments | ||||
Net sales | 182,837 | 175,864 | 518,142 | 511,610 |
Operating segment | Agriculture | ||||
Business Segments | ||||
Net sales | 298,483 | 327,261 | 910,579 | 1,011,606 |
Operating segment | Agriculture | Irrigation Equipment and Parts | ||||
Business Segments | ||||
Net sales | 273,639 | 303,003 | 825,277 | 928,622 |
Operating segment | Agriculture | Technology Products and Services | ||||
Business Segments | ||||
Net sales | 24,844 | 24,258 | 85,302 | 82,984 |
Operating segment | Agriculture | North America | ||||
Business Segments | ||||
Net sales | 126,828 | 178,626 | 450,678 | 564,369 |
Operating segment | Agriculture | International | ||||
Business Segments | ||||
Net sales | 171,655 | 148,635 | 459,901 | 447,237 |
Operating segment | Other Segments | ||||
Business Segments | ||||
Net sales | 22,861 | 66,947 | ||
Operating segment | Other Segments | Other | ||||
Business Segments | ||||
Net sales | 22,861 | 66,947 | ||
Operating segment | Other Segments | International | ||||
Business Segments | ||||
Net sales | 22,861 | 66,947 | ||
Intersegment | ||||
Business Segments | ||||
Net sales | (3,264) | (8,232) | (13,284) | (21,901) |
Intersegment | Coatings | ||||
Business Segments | ||||
Net sales | (1,241) | (3,994) | (6,611) | (11,295) |
Intersegment | Solar | ||||
Business Segments | ||||
Net sales | (209) | (1,118) | (1,242) | (1,118) |
Intersegment | Irrigation Equipment and Parts | ||||
Business Segments | ||||
Net sales | (1,814) | (3,120) | (5,431) | (9,488) |
Intersegment | North America | ||||
Business Segments | ||||
Net sales | (3,055) | (7,114) | (12,042) | (20,316) |
Intersegment | International | ||||
Business Segments | ||||
Net sales | (209) | (1,118) | (1,242) | (1,585) |
Intersegment | Infrastructure | ||||
Business Segments | ||||
Net sales | (1,450) | (5,112) | (7,853) | (12,413) |
Intersegment | Agriculture | ||||
Business Segments | ||||
Net sales | $ (1,814) | $ (3,120) | $ (5,431) | $ (9,488) |