What changed in this filing

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Item 1. Financial Statements

2024-07-31 compared with 2024-05-08 · 136 added, 79 removed, 524 unchanged (29% of the section changed)

5 unchanged sentences

Thirteen weeks ended

Twenty-six weeks ended

Product sales

9 unchanged sentences

Gain on deferred compensation investments

Gain on divestiture

Total other income (expenses)

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

Income tax expense:

Income tax expense (benefit):

Total income tax expense

10 unchanged sentences

Thirteen weeks ended

Twenty-six weeks ended

Other comprehensive income (loss), net of tax:

3 unchanged sentences

Unrealized loss on commodity hedges

Realized loss (gain) on commodity hedges recorded in earnings

Realized loss (gain) on commodity hedges included in earnings

Unrealized gain (loss) on cross currency swaps

44 unchanged sentences

Common stock of $ 1 par value, authorized 75,000,000 shares;

issued 27,900,000

issued 27,900,000 shares

Additional paid-in capital

11 unchanged sentences

(Dollars in thousands)

Thirteen weeks ended

Twenty-six weeks ended

Cash flows from operating activities:

2 unchanged sentences

Contribution to defined benefit pension plan

Gain on divestiture

Stock-based compensation

9 unchanged sentences

Accrued expenses

Income taxes payable / refundable

Income taxes payable

Other non-current liabilities

1 unchanged sentence

Cash flows from investing activities:

Purchase of property, plant, and equipment

Purchases of property, plant, and equipment

Proceeds from divestitures, net of cash divested

Proceeds from sale of assets

Proceeds from property damage insurance claims

Net cash flows from investing activities

1 unchanged sentence

Proceeds from short-term borrowings

Payments on short-term borrowings

Repayments on short-term borrowings

Proceeds from long-term borrowings

3 unchanged sentences

Dividends to redeemable noncontrolling interests

Purchase of redeemable noncontrolling interests

Purchase of treasury shares

Purchases of redeemable noncontrolling interests

Repurchases of common stock

Proceeds from exercises under stock plans

20 unchanged sentences

Dividends to redeemable noncontrolling interests

Purchase of treasury shares;

Repurchases of common stock;

96,224 shares acquired

2 unchanged sentences

( 1,048,381 )

Other comprehensive loss

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

59,186 shares acquired

Stock option and incentive plans

Balance as of June 29, 2024

( 1,054,658 )

comprehensive

1 unchanged sentence

noncontrolling

income (loss)

Balance as of December 31, 2022

3 unchanged sentences

Dividends to redeemable noncontrolling interests

Purchase of treasury shares;

Repurchases of common stock;

356,887 shares acquired

1 unchanged sentence

Balance as of April 1, 2023

Net earnings (loss)

Other comprehensive income

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

85,300 shares acquired

Stock option and incentive plans

Balance as of July 1, 2023

See accompanying Notes to Condensed Consolidated Financial Statements.

5 unchanged sentences

Condensed Consolidated Financial Statements

The Condensed Consolidated Balance Sheets as of March 30, 2024 and December 30, 2023 and the Condensed Consolidated Statements of Earnings, Comprehensive Income, Cash Flows, and Shareholders’ Equity and Redeemable Noncontrolling Interests for the thirteen weeks ended March 30, 2024 and April 1, 2023 have been prepared by Valmont Industries, Inc.

The Condensed Consolidated Balance Sheets as of June 29, 2024 and December 30, 2023 and the Condensed Consolidated Statements of Earnings, Comprehensive Income, Cash Flows, and Shareholders’ Equity and Redeemable Noncontrolling Interests for the thirteen and twenty-six weeks ended June 29, 2024 and July 1, 2023 have been prepared by Valmont Industries, Inc.

(the “Company”) without audit.

In the opinion of the Company’s management, all necessary adjustments, which include normal and recurring adjustments, have been made to present fairly the financial statements as of March 30, 2024 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 30, 2023.

The results of operations for the period ended March 30, 2024 are not necessarily indicative of the operating results for the full fiscal year.

The results of operations for the period ended June 29, 2024 are not necessarily indicative of the operating results for the full fiscal year.

Inventories are valued at the lower of cost, determined by the first-in, first-out method, or net realizable value.

Finished and manufactured goods inventories include the costs of acquired raw materials and the related factory labor and overhead charges required to convert raw materials to finished and manufactured goods.

Inventories as of March 30, 2024 and December 30, 2023 consisted of the following:

Inventories as of June 29, 2024 and December 30, 2023 consisted of the following:

Raw materials and purchased parts

3 unchanged sentences

Geographical Markets

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen weeks ended March 30, 2024 and April 1, 2023 were as follows:

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and twenty-six weeks ended June 29, 2024 and July 1, 2023 were as follows:

Thirteen weeks ended

Twenty-six weeks ended

United States

10 unchanged sentences

(Dollars in thousands, except per share amounts)

The components of the net periodic pension cost for the thirteen weeks ended March 30, 2024 and April 1, 2023 were as follows:

The components of the net periodic pension cost for the thirteen and twenty-six weeks ended June 29, 2024 and July 1, 2023 were as follows:

Thirteen weeks ended

Twenty-six weeks ended

Interest cost

4 unchanged sentences

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 March 30, 2024, 1,451,535 shares of common stock remained available for issuance under the plans.

As of June 29, 2024, 1,466,563 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.

2 unchanged sentences

Restricted stock units and awards generally vest in equal installments over three or four years beginning on the first anniversary of the grant.

The Company’s stock-based compensation (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Earnings) and associated income tax benefits related to stock options and restricted stock awards for the thirteen weeks ended March 30, 2024 and April 1, 2023 were as follows:

The Company’s stock-based compensation (included in “Selling, general, and administrative expenses” in the Condensed Consolidated Statements of Earnings) and associated income tax benefits related to stock options and restricted stock awards for the thirteen and twenty-six weeks ended June 29, 2024 and July 1, 2023 were as follows:

Thirteen weeks ended

Twenty-six weeks ended

Stock-based compensation

8 unchanged sentences

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.

Inputs refer broadly to the assumptions that market participants would use when 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:

2 unchanged sentences

Unobservable inputs for the asset or liability.

The categorization within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The categorization within the valuation hierarchy is based on the lowest level 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.

9 unchanged sentences

Fair Value Measurement Using:

March 30, 2024

June 29, 2024

Deferred compensation investments

20 unchanged sentences

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 March 30, 2024 and December 30, 2023:

Accumulated other comprehensive income (loss) (“AOCI”) consisted of the following as of June 29, 2024 and December 30, 2023:

Foreign currency translation adjustments

6 unchanged sentences

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 “Product sales” when the performance obligation is related to the manufacture and sale of goods.

Contract revenues are classified as “Service sales” when the performance obligation is the performance of a service.

10 unchanged sentences

As revenue is recognized over time, contract assets are recorded, and such contract assets are relieved when the customer is invoiced.

As of March 30, 2024 and December 30, 2023, the Company’s contract assets totaled $ 191,483 and $ 175,721 , respectively.

As of June 29, 2024 and December 30, 2023, total contract assets were $ 191,846 and $ 175,721 , respectively, and were recorded as “Contract assets” in the Condensed Consolidated Balance Sheets.

Certain customers are also invoiced by advanced billings or progress billings.

When progress on performance obligations is less than the amount the customer has been billed, a contract liability is recognized.

As of March 30, 2024 and December 30, 2023, total contract liabilities were $ 84,041 and $ 70,978 , respectively, and were recorded as “Contract liabilities” in the Condensed Consolidated Balance Sheets.

As of June 29, 2024 and December 30, 2023, total contract liabilities were $ 68,811 and $ 70,978 , respectively, and were recorded as “Contract liabilities” in the Condensed Consolidated Balance Sheets.

Additional details are as follows:

● During the thirteen weeks ended March 30, 2024 and April 1, 2023, the Company recognized $ 34,279 and $ 58,939 of revenue that was included in the total contract liability as of December 30, 2023 and December 31, 2022, respectively.

● During the thirteen and twenty-six weeks ended June 29, 2024, the Company recognized $ 7,230 and $ 41,509 of revenue that was included in the total contract liability as of December 30, 2023, respectively.

The revenue recognized was due to applying advance payments received for performance obligations completed during the period.

3 unchanged sentences

(Dollars in thousands, except per share amounts)

● As of March 30, 2024, the Company had no material remaining performance obligations on contracts with an expected duration of one year or more.

● During the thirteen and twenty-six weeks ended July 1, 2023, the Company recognized $ 41,217 and $ 100,157 of revenue that was included in the total contract liability as of December 31, 2022, respectively.

The revenue recognized was due to applying advance payments received for performance obligations completed during the period.

● As of June 29, 2024, 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

20 unchanged sentences

During fiscal 2019, the Company entered into an agreement with a third-party financial institution to facilitate a supplier finance program that allows qualifying suppliers to sell their receivables from the Company to the financial institution.

These participating suppliers negotiate their outstanding receivable arrangements directly with the financial institution and the Company’s rights and obligations to suppliers are not impacted.

The Company has no economic interest in a supplier’s decision to enter into these agreements.

Once a qualifying supplier elects to participate in the supplier finance program and reaches an agreement with a financial institution, they elect which individual Company invoices they sell to the financial institution.

The Company’s obligation is to make payment in the invoice amount negotiated with participating suppliers to the financial institution on the invoice due date, regardless of whether the individual invoice is sold by the

These participating suppliers negotiate their outstanding receivable arrangements directly with the financial

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per share amounts)

supplier to the financial institution.

institution and the Company’s rights and obligations to suppliers are not impacted.

The Company has no economic interest in a supplier’s decision to enter into these agreements.

The financial institution pays the supplier on the invoice due date for any invoices that were not previously sold under the supplier finance program.

1 unchanged sentence

The payment of these obligations is included in “Net cash flows from operating activities” in the Condensed Consolidated Statements of Cash Flows.

Included in “Accounts payable” in the Condensed Consolidated Balance Sheets as of March 30, 2024 and December 30, 2023 were $ 37,227 and $ 41,916 of outstanding payment obligations, respectively, that were sold to the financial institution under the Company’s supplier finance program.

Included in “Accounts payable” in the Condensed Consolidated Balance Sheets as of June 29, 2024 and December 30, 2023 were $ 41,509 and $ 41,916 of outstanding payment obligations, respectively, that were sold to the financial institution under the Company’s supplier finance program.

Confirmed obligations outstanding as of December 30, 2023

1 unchanged sentence

Confirmed invoices paid during the period

Confirmed obligations outstanding as of March 30, 2024

Confirmed obligations outstanding as of June 29, 2024

Redeemable Noncontrolling Interests

Subsequent to the issuance of the Company’s Consolidated Financial Statements as of and for the period ended April 1, 2023, the Company identified an error in the presentation of “Noncontrolling interests in consolidated subsidiaries” of $ 60,865 as of December 31, 2022 and $ 58,301 as of April 1, 2023 that has been corrected in the current period.

Such amounts were previously reported within “Total shareholders’ equity” and have been revised in the April 1, 2023 Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests to be presented as “Redeemable noncontrolling interests” outside of “Total shareholders’ equity”.

Subsequent to the issuance of the Company’s Consolidated Financial Statements as of and for the period ended July 1, 2023, the Company identified an error in the presentation of “Noncontrolling interests in consolidated subsidiaries” of $ 60,865 as of December 31, 2022, $ 58,301 as of April 1, 2023, and $ 58,068 as of July 1, 2023 that has been corrected in the current period.

Such amounts were previously reported within “Total shareholders’ equity” and have been revised in the July 1, 2023 Consolidated Statements of Shareholders’ Equity and Redeemable Noncontrolling Interests to be presented as “Redeemable noncontrolling interests” outside of “Total shareholders’ equity”.

The Company has evaluated the materiality of this error based on an analysis of quantitative and qualitative factors and concluded it was not material to the prior period financial statements, individually or in aggregate.

7 unchanged sentences

Any accretion adjustment in the current reporting period of the redeemable noncontrolling interest is offset against retained earnings and impacts earnings used in the calculation of earnings per share in the reporting period.

As of March 30, 2024 and December 30, 2023, the redeemable noncontrolling interests were $ 44,980 and $ 62,792 , respectively.

As of June 29, 2024 and December 30, 2023, the redeemable noncontrolling interests were $ 46,249 and $ 62,792 , respectively.

The ultimate amount paid for the redeemable noncontrolling interests could be significantly different because the redemption amounts depend on the future results of the operations of the businesses.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

Treasury Stock

4 unchanged sentences

In February 2015 and again in October 2018, the Board of Directors authorized an additional purchase of up to $ 250,000 of the Company’s outstanding common stock with no stated expiration date.

In February 2023, the Board of

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

Directors increased the amount remaining under the program by an additional $ 400,000 , with no stated expiration date, bringing the total authorization to $ 1,400,000 .

As of March 30, 2024, the Company has acquired 7,991,948 shares for $ 1,263,892 under this share repurchase program.

In February 2023, the Board of Directors increased the amount remaining under the program by an additional $ 400,000 , with no stated expiration date, bringing the total authorization to $ 1,400,000 .

As of June 29, 2024, the Company has acquired 8,051,134 shares for $ 1,278,832 under this share repurchase program.

In November 2023, the Company entered into an accelerated purchase agreement to repurchase $ 120,000 of the Company’s outstanding common stock (“November 2023 ASR”) with CitiBank, N.A.

38 unchanged sentences

Current liabilities

Operating lease liabilities

Deferred income taxes

Operating lease liabilities

Total fair value of liabilities assumed

24 unchanged sentences

Severance and other employee benefit costs

(5) GOODWILL AND INTANGIBLE ASSETS

The carrying amount of goodwill by segment as of March 30, 2024 and December 30, 2023 was as follows:

(5) GOODWILL AND OTHER INTANGIBLE ASSETS

The carrying amount of goodwill by segment as of June 29, 2024 and December 30, 2023 was as follows:

Infrastructure

4 unchanged sentences

Foreign currency translation

Balance as of March 30, 2024

Balance as of June 29, 2024

Infrastructure

Gross balance as of March 30, 2024

Gross balance as of June 29, 2024

Accumulated impairment losses

Balance as of March 30, 2024

Intangible Assets

The components of intangible assets as of March 30, 2024 and December 30, 2023 were as follows:

March 30, 2024

Balance as of June 29, 2024

Other Intangible Assets

The components of other intangible assets as of June 29, 2024 and December 30, 2023 were as follows:

June 29, 2024

December 30, 2023

4 unchanged sentences

Amortizing intangible assets carry a remaining weighted-average life of approximately four years .

Amortization expenses were $ 3,715 and $ 5,190 for the thirteen weeks ended March 30, 2024 and April 1, 2023, respectively.

Based on amortizing intangible assets recognized in the Condensed Consolidated Balance Sheets as of March 30, 2024, amortization expense is estimated to average $ 10,169 for each of the next five fiscal years.

Amortization expenses were $ 3,356 and $ 7,071 for the thirteen and twenty-six weeks ended June 29, 2024, respectively, and $ 5,225 and $ 10,415 for the thirteen and twenty-six weeks ended July 1, 2023, respectively.

Based on amortizing intangible assets recognized in the Condensed Consolidated Balance Sheets as of June 29, 2024, amortization expense is estimated to average $ 10,164 for each of the next five fiscal years.

VALMONT INDUSTRIES, INC.

4 unchanged sentences

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 thirteen weeks ended March 30, 2024 and April 1, 2023 were as follows:

Thirteen weeks ended

Cash payments for interest and income taxes (net of refunds) for the twenty-six weeks ended June 29, 2024 and July 1, 2023 were as follows:

Twenty-six weeks ended

(7) EARNINGS PER SHARE

The following table provides a reconciliation between the earnings and average share amounts used to compute both basic and diluted earnings per share:

The following table provides a reconciliation between the net earnings attributable to Valmont Industries, Inc.

and weighted average share amounts used to compute both basic and diluted earnings per share:

Thirteen weeks ended

Twenty-six weeks ended

Net earnings attributable to Valmont Industries, Inc.

3 unchanged sentences

Dilutive effect of various stock awards

As of March 30, 2024 and April 1, 2023, there were 73,003 and 40,564 outstanding stock options with exercise prices exceeding the average market price of common stock during the applicable period that were excluded from the computation of diluted earnings per share, respectively.

As of June 29, 2024 and July 1, 2023, there were 56,261 and 40,564 outstanding stock options with exercise prices exceeding the average market price of common stock during the applicable period excluded from the computation of diluted earnings per share, respectively.

(8) DERIVATIVE FINANCIAL INSTRUMENTS

4 unchanged sentences

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.

Any gains or losses from net investment hedge activities remain in AOCI until the sale or substantially complete liquidation of the related subsidiaries.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per share amounts)

The fair value of derivative instruments as of March 30, 2024 and December 30, 2023 was as follows:

The fair value of derivative instruments as of June 29, 2024 and December 30, 2023 was as follows:

Condensed Consolidated

9 unchanged sentences

Other accrued expenses

Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Earnings for the thirteen weeks ended March 30, 2024 and April 1, 2023 were as follows:

Thirteen weeks ended

Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Earnings for the thirteen and twenty-six weeks ended June 29, 2024 and July 1, 2023 were as follows:

Condensed Consolidated

Thirteen weeks ended

Twenty-six weeks ended

Statements of Earnings

Derivatives designated as hedging instruments:

Statements of Earnings location

Commodity contracts

9 unchanged sentences

The gain (loss) realized upon settlement for each will be recorded in “Product cost of sales” in the Condensed Consolidated Statements of Earnings in the period consumed.

Notional amounts, purchase quantities, and maturity dates of these contracts as of March 30, 2024 were as follows:

Notional amounts, purchase quantities, and maturity dates of these contracts as of June 29, 2024 were as follows:

Commodity Type

1 unchanged sentence

Maturity Dates

Hot rolled steel coil

Hot-rolled coil steel

26,500 short tons

April 2024 to August 2024

June 2024 to December 2024

639,825 MMBtu

April 2024 to March 2026

June 2024 to March 2026

2,898,000 gallons

April 2024 to December 2024

June 2024 to December 2025

Net Investment Hedges

8 unchanged sentences

(Dollars in thousands, except per share amounts)

Key terms of the CCS net investment hedges as of March 30, 2024 were as follows:

Key terms of the CCS net investment hedges as of June 29, 2024 were as follows:

Set Settlement

5 unchanged sentences

The Company has two reportable segments based on its management structure.

Each segment is global in nature with a manager responsible for operational performance and the allocation of capital.

Each segment is global with a manager responsible for operational performance and the allocation of capital.

Corporate expense is net of certain service-related expenses that are allocated to business units generally based on employee headcounts and sales dollars.

3 unchanged sentences

Agriculture :

This segment consists of the manufacture of center pivot components and linear irrigation equipment for agricultural markets, including parts and tubular products, and advanced technology solutions for precision agriculture.

This segment consists of the manufacture of center pivot and linear irrigation equipment components for agricultural markets, including aftermarket parts and tubular products, and advanced technology solutions for precision agriculture.

The Company evaluates the performance of its reportable segments based on operating income and return on invested capital.

2 unchanged sentences

Thirteen weeks ended

Twenty-six weeks ended

Infrastructure

11 unchanged sentences

(Dollars in thousands, except per share amounts)

Thirteen weeks ended March 30, 2024

Thirteen weeks ended June 29, 2024

Infrastructure

8 unchanged sentences

Technology Products and Services

Thirteen weeks ended April 1, 2023

Twenty-six weeks ended June 29, 2024

Infrastructure

8 unchanged sentences

Technology Products and Services

A breakdown by segment of revenue recognized over time and revenue recognized at a point in time for the thirteen weeks ended March 30, 2024 and April 1, 2023 was as follows:

Thirteen weeks ended March 30, 2024

Thirteen weeks ended July 1, 2023

Infrastructure

Geographical market:

North America

International

Product line:

Transmission, Distribution, and Substation

Lighting and Transportation

Telecommunications

Irrigation Equipment and Parts

Technology Products and Services

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

Twenty-six weeks ended July 1, 2023

Infrastructure

Geographical market:

North America

International

Product line:

Transmission, Distribution, and Substation

Lighting and Transportation

Telecommunications

Irrigation Equipment and Parts

Technology Products and Services

A breakdown by segment of revenue recognized over time and revenue recognized at a point in time for the thirteen and twenty-six weeks ended June 29, 2024 and July 1, 2023 was as follows:

Thirteen weeks ended June 29, 2024

Twenty-six weeks ended June 29, 2024

Point in Time

Infrastructure

Total net sales

Thirteen weeks ended April 1, 2023

Thirteen weeks ended July 1, 2023

Twenty-six weeks ended July 1, 2023

Point in Time

Infrastructure

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements