What changed in this filing

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Item 1. Financial Statements

2024-10-30 compared with 2024-07-31 · 243 added, 151 removed, 509 unchanged (44% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Product sales

4 unchanged sentences

Selling, general, and administrative expenses

Operating income

Impairment of goodwill and other intangible assets

Realignment charges

Operating income (loss)

Other income (expenses):

1 unchanged sentence

Interest income

Gain on deferred compensation investments

Gain (loss) on deferred compensation investments

Gain on divestiture

Total other income (expenses)

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries

Income tax expense (benefit):

Total income tax expense

Earnings before equity in loss of nonconsolidated subsidiaries

Earnings (loss) before equity in loss of nonconsolidated subsidiaries

Equity in loss of nonconsolidated subsidiaries

Net earnings (loss)

Loss (earnings) attributable to redeemable noncontrolling interests

Net earnings attributable to Valmont Industries, Inc.

Net earnings (loss) attributable to Valmont Industries, Inc.

See accompanying Notes to Condensed Consolidated Financial Statements.

1 unchanged sentence

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Dollars in thousands)

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Net earnings (loss)

Other comprehensive income (loss), net of tax:

3 unchanged sentences

Unrealized loss on commodity hedges

Realized loss (gain) on commodity hedges included in earnings

Realized loss on commodity hedges included in net earnings

Unrealized gain (loss) on cross currency swaps

3 unchanged sentences

Total other comprehensive income (loss), net of tax

Comprehensive income

Comprehensive income (loss)

Comprehensive loss (income) attributable to redeemable noncontrolling interests

Comprehensive income attributable to Valmont Industries, Inc.

Comprehensive income (loss) attributable to Valmont Industries, Inc.

See accompanying Notes to Condensed Consolidated Financial Statements.

3 unchanged sentences

(Dollars in thousands, except par value)

September 28,

Current assets:

8 unchanged sentences

Other intangible assets, net

Defined pension benefit asset

Defined benefit pension asset

Other non-current assets

34 unchanged sentences

(Dollars in thousands)

Twenty-six weeks ended

Thirty-nine weeks ended

September 28,

September 30,

Cash flows from operating activities:

Adjustments to reconcile net earnings to net cash flows from operations:

Adjustments to reconcile net earnings to net cash flows from operating activities:

Depreciation and amortization

Contribution to defined benefit pension plan

Impairment of goodwill and other intangible assets

Gain on divestiture

15 unchanged sentences

Purchases of property, plant, and equipment

Proceeds from divestitures, net of cash divested

Proceeds from sale of assets

Proceeds from divestiture, net of cash divested

Proceeds from sales of assets

Proceeds from property damage insurance claims

Acquisitions, net of cash acquired

Net cash flows from investing activities

3 unchanged sentences

Proceeds from long-term borrowings

Principal payments on long-term borrowings

Principal repayments on long-term borrowings

Proceeds from settlement of financial derivatives

10 unchanged sentences

Cash and cash equivalents—end of period

Supplemental disclosures of cash flow information:

Interest paid

Income taxes paid

See accompanying Notes to Condensed Consolidated Financial Statements.

11 unchanged sentences

Cash dividends declared ($ 0.60 per share)

Purchase of redeemable noncontrolling interests

Purchases of redeemable noncontrolling interests

Dividends to redeemable noncontrolling interests

11 unchanged sentences

( 1,054,658 )

Net earnings (loss)

Other comprehensive income

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

140,562 shares acquired

Stock option and incentive plans

Balance as of September 28, 2024

( 1,091,748 )

comprehensive

17 unchanged sentences

Balance as of July 1, 2023

Other comprehensive income (loss)

Cash dividends declared ($ 0.60 per share)

Repurchases of common stock;

126,482 shares acquired

Stock option and incentive plans

Balance as of September 30, 2023

See accompanying Notes to Condensed Consolidated Financial Statements.

4 unchanged sentences

(1) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed Consolidated Financial Statements

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

Basis of Presentation

The Condensed Consolidated Financial Statements include the accounts of Valmont Industries, Inc.

and its subsidiaries (collectively, “Valmont” or the “Company”).

The Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America without audit.

In the opinion of the Company’s management, the Condensed Consolidated Financial Statements reflect all adjustments, which are normal and recurring in nature, necessary for a fair presentation of the results for all periods presented.

These Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 30, 2023.

The results of operations for any quarter or a partial fiscal year period are not necessarily indicative of the results to be expected for other periods or 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 June 29, 2024 and December 30, 2023 consisted of the following:

Inventories as of September 28, 2024 and December 30, 2023 consisted of the following:

September 28,

Raw materials and purchased parts

3 unchanged sentences

Geographical Markets

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:

Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 were as follows:

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

United States

Earnings before income taxes and equity in loss of nonconsolidated subsidiaries

Earnings (loss) before income taxes and equity in loss of nonconsolidated subsidiaries

Pension Costs

1 unchanged sentence

The DPP was acquired as part of the Delta PLC acquisition in fiscal 2010 and has no members who are active employees.

In order to measure the cost 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 the costs, and the estimated future inflation rates.

To measure the cost 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 the costs, and the estimated future inflation rates.

These assumptions are based on historical experience as well as current facts and circumstances.

4 unchanged sentences

(Dollars in thousands, except per-share amounts)

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:

The components of the net periodic pension cost for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 were as follows:

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Interest cost

3 unchanged sentences

Net periodic pension cost

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 June 29, 2024, 1,466,563 shares of common stock remained available for issuance under the plans.

The Company maintains stock-based compensation plans approved by the shareholders.

These plans 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 28, 2024, 1,485,078 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 and twenty-six weeks ended June 29, 2024 and July 1, 2023 were as follows:

The Company’s stock-based compensation (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 28, 2024 and September 30, 2023 were as follows:

Thirteen weeks ended

Twenty-six weeks ended

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Stock-based compensation

16 unchanged sentences

Deferred Compensation Investments:

The Company’s deferred compensation investments include mutual funds invested in debt and equity securities held in the Valmont Deferred Compensation Plan.

The Company’s deferred compensation investments include mutual funds invested in debt and equity securities in the Valmont Deferred Compensation Plan.

Quoted market prices are available for these securities in an active market.

6 unchanged sentences

Fair Value Measurement Using:

June 29, 2024

September 28, 2024

Deferred compensation investments

8 unchanged sentences

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.

The Company’s other non-financial assets include goodwill and other intangible assets, measured at fair value on a non-recurring basis using Level 3 inputs.

See Note 5 for further information.

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, foreign currency translation adjustments, certain derivative-related activity, and changes in prior service costs and net actuarial losses from the pension plan.

Results of operations for

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

foreign subsidiaries are translated using the average exchange rates during the period.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net earnings (loss), foreign currency translation adjustments, certain derivative-related activity, and changes in prior service costs and net actuarial losses 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 June 29, 2024 and December 30, 2023:

Accumulated other comprehensive income (loss) (“AOCI”) consisted of the following as of September 28, 2024 and December 30, 2023:

September 28,

Foreign currency translation adjustments

9 unchanged sentences

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 our products (on a limited basis, the Company may agree to other acceptance terms), and acceptance of the design by the customer is required before manufacturing commences and the product is manufactured and delivered to the customer.

The Company is generally not entitled to any compensation solely based on the design of the product and does not recognize this service as a separate performance obligation, therefore, no revenue is recognized for design services.

Customer acceptance provisions exist only in the design stage of our products (on a limited basis, the Company may agree to other acceptance terms).

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 compensation solely based on the product design and does not recognize this service as a separate performance obligation.

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.

6 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 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 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 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.

As of September 28, 2024 and December 30, 2023, total contract assets were $ 183,085 and $ 175,721 , respectively, and were recorded as “Contract assets” in the Condensed Consolidated Balance Sheets.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

● 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.

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 September 28, 2024 and December 30, 2023, total contract liabilities were $ 135,950 and $ 70,978 , respectively.

As of September 28, 2024, $ 100,150 was recorded as “Contract liabilities” and $ 35,800 as “Other non-current liabilities” in the Condensed Consolidated Balance Sheets.

Additional details are as follows:

● During the thirteen and thirty-nine weeks ended September 28, 2024, the Company recognized $ 5,269 and $ 46,778 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.

● As of June 29, 2024, the Company had no material remaining performance obligations on contracts with an expected duration of one year or more.

● 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.

● As of September 28, 2024, the Company had $ 35,800 of remaining performance obligations on contracts with an expected duration of one year or more and expects to complete the remaining performance obligations on these contracts within the next 12 to 24 months .

Segment and Product Line Revenue Recognition

1 unchanged sentence

Steel and concrete structures within the TD&S and Telecommunications product lines are engineered to customer specifications resulting in limited ability to sell the structures 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.

The continuous transfer of control to the customer is evidenced by contractual termination clauses or 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 transferred over time, revenue is recognized based on the extent of progress toward completion of the performance obligation.

The selection of the method to measure progress toward completion requires judgment.

For the structures manufactured within the TD&S and Telecommunications product lines, the Company generally recognizes revenue on an inputs 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 sales, and gross profit.

For the structures manufactured within the TD&S and Telecommunications product lines, the Company generally recognizes revenue on an inputs basis, using total production hours incurred 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 estimated costs to determine reported revenue, cost of sales, 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 product line sales and the Company has chosen to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured.

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.

External sales agents are used in certain TD&S product line sales.

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.

3 unchanged sentences

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.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Agriculture Segment

4 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

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

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.

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 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 supplier to the financial institution.

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

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

The invoice amounts and scheduled payment terms are not impacted by the suppliers’ decisions to sell amounts under these arrangements.

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 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.

Included in “Accounts payable” in the Condensed Consolidated Balance Sheets as of September 28, 2024 and December 30, 2023 were $ 40,823 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 June 29, 2024

Confirmed obligations outstanding as of September 28, 2024

Redeemable Noncontrolling Interests

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”.

Subsequent to the issuance of the Company’s Consolidated Financial Statements as of and for the period ended September 30, 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 , $ 58,068 as of July 1, 2023 , and $ 56,970 as of September 30, 2023 that has been corrected in the current period.

Such amounts were previously reported within “Total shareholders’ equity” and have been revised in the September 30, 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.

5 unchanged sentences

The Company adjusts the redeemable noncontrolling interests each reporting period for the net income (loss) attributable to the noncontrolling interests and any redemption value adjustments.

The redeemable noncontrolling interest is accreted to the future redemption value using the effective interest method up to the date on which the put right becomes effective.

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 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.

The redeemable noncontrolling interest is

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

accreted to the future redemption value using the effective interest method up to the date on which the put right becomes effective.

As of September 28, 2024 and December 30, 2023, the redeemable noncontrolling interests were $ 46,111 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.

Treasury Stock

2 unchanged sentences

In May 2014, the Company announced a capital allocation philosophy that covered a share repurchase program.

Specifically, the Board of Directors at that time authorized the purchase of up to $ 500,000 of the Company’s outstanding common stock from time to time over twelve months at prevailing market prices, through open market or privately negotiated transactions.

Specifically, the Board of Directors at that time authorized the purchase of up to $ 500,000 of the Company’s outstanding common stock from time to time over the next twelve months at prevailing market prices, through open market or privately negotiated transactions.

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 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.

As of September 28, 2024, the Company has acquired 8,191,696 shares for $ 1,318,961 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.

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On August 31, 2023, the Company acquired HR Products for $ 58,044 Australian dollars ($ 37,302 United States (“U.S.”) dollars) in cash (net of cash acquired) and subject to 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 customer relationships will be amortized over 13 years .

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.

Of this amount, $ 7,200 Australian

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed of HR Products as of the date of acquisition:

dollars ($ 4,626 U.S.

dollars) was withheld by the Company at closing as a retention fund, to be settled in two equal payments 12 and 24 months from the acquisition date for contingencies and disagreements.

The first payment was made in the third quarter of fiscal 2024.

HR Products provides a broad range of irrigation products to serve the agriculture and landscaping industries.

Its operations are reported in the Agriculture segment.

The acquired customer relationships will be amortized over 13 years .

The amount allocated to goodwill is attributable to anticipated synergies and other intangibles that do not qualify for separate recognition.

The amount allocated to goodwill is not deductible for tax purposes.

The Company finalized the purchase price allocation in the third quarter of fiscal 2024.

The following table summarizes the fair values of the assets acquired and liabilities assumed of HR Products as of the date of acquisition:

Current assets

8 unchanged sentences

Net assets acquired

Proforma disclosures were omitted for this acquisition as it does not have a significant impact on the Company’s financial results.

Proforma disclosures were omitted as this acquisition does not have a significant impact on the Company’s financial results.

Acquisition-related costs incurred for the above acquisition were insignificant for all periods presented.

Acquisitions of Redeemable Noncontrolling Interests

In the first quarter of fiscal 2024, the Company acquired approximately 9 % of ConcealFab for $ 7,227 and acquired the remaining portion of Valmont Substations, LLC for $ 10,518 .

In the first quarter of fiscal 2024, the Company acquired approximately 9 % of ConcealFab, Inc.

for $ 7,227 and the remaining portion of Valmont Substations, LLC for $ 10,518 .

These transactions were for the acquisitions of portions of the remaining shares of consolidated subsidiaries with no changes in control.

(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) ” in the Condensed Consolidated Statements of Earnings.

On April 30, 2023, the Company completed the sale of Torrent Engineering and Equipment Company, LLC, 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) ” in the Condensed Consolidated Statements of Operations.

(4) REALIGNMENT ACTIVITIES

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The Board of Directors authorized the incurrence of cash charges up to $ 36,000 in connection with the Realignment Program.

During the fiscal year ended December 30, 2023, the Company recorded the following cumulative pre-tax expenses for the Realignment Program:

Infrastructure

Severance and other employee benefit costs

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

During the third quarter of fiscal 2023, the Company recorded the following pre-tax expenses for the Realignment Program:

Infrastructure

Severance and other employee benefit costs

During the fiscal year ended December 30, 2023, the Company recorded the following cumulative pre-tax expenses for the Realignment Program:

Infrastructure

Severance and other employee benefit costs

Changes in liabilities recorded for the Realignment Program were as follows:

2 unchanged sentences

Balance as of

September 28,

Severance and other employee benefit costs

(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:

The carrying amount of goodwill by segment as of September 28, 2024 and December 30, 2023 was as follows:

Infrastructure

4 unchanged sentences

Foreign currency translation

Balance as of June 29, 2024

Balance as of September 28, 2024

Infrastructure

Gross balance as of June 29, 2024

Gross balance as of September 28, 2024

Accumulated impairment losses

Balance as of June 29, 2024

Balance as of September 28, 2024

In the third quarter of fiscal 2024, the Company performed its annual goodwill impairment assessment utilizing a quantitative test on all of its reporting units using a measurement date of September 1, 2024.

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 estimated fair value of all reporting units exceeded their respective carrying value and no impairments were recorded for fiscal 2024.

In the third quarter of fiscal 2023, the Company recognized impairment charges of $ 120,000 and $ 1,915 in the Agriculture and Infrastructure segments, respectively, as a result of the Company’s annual goodwill impairment assessment as of September 2, 2023.

VALMONT INDUSTRIES, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per-share amounts)

Other Intangible Assets

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

June 29, 2024

The components of other intangible assets as of September 28, 2024 and December 30, 2023 were as follows:

September 28, 2024

December 30, 2023

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Customer relationships

Patents & proprietary technology

Patents and proprietary technology

Non-amortizing intangible assets:

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

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

Amortization expenses were $ 3,112 and $ 10,183 for the thirteen and thirty-nine weeks ended September 28, 2024, respectively, and $ 5,191 and $ 15,606 for the thirteen and thirty-nine weeks ended September 30, 2023, respectively.

Based on amortizing intangible assets recognized in the Condensed Consolidated Balance Sheets as of September 28, 2024, amortization expense is estimated to average $ 10,273 for each of the next five fiscal years.

The Company’s indefinite-lived trade names were tested for impairment as of September 1, 2024.

The values of each trade name were determined using the relief-from-royalty method.

Based on this evaluation, no trade names were determined to be impaired.

In the third quarter of fiscal 2023, the Company recognized an impairment charge of $ 1,656 within the Infrastructure segment as a result of the Company’s annual indefinite-lived trade name impairment assessment as of September 2, 2023.

Additionally, in the third quarter of fiscal 2023, the Company recognized an impairment charge of $ 17,273 in the Agriculture segment for a certain amortizing proprietary technology intangible asset related to Prospera.

VALMONT INDUSTRIES, INC.

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(Dollars in thousands, except per-share amounts)

(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 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 net earnings attributable to Valmont Industries, Inc.

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

(6) EARNINGS (LOSS) PER SHARE

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

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

Thirteen weeks ended

Twenty-six weeks ended

Net earnings attributable to Valmont Industries, Inc.

Weighted average shares outstanding (000s):

Thirty-nine weeks ended

September 28,

September 30,

September 28,

September 30,

Net earnings (loss) attributable to Valmont Industries, Inc.

Weighted average shares outstanding (in thousands):

Dilutive effect of various stock awards

Net earnings attributable to Valmont Industries, Inc.

Net earnings (loss) attributable to Valmont Industries, Inc.

Dilutive effect of various stock awards

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.

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 28, 2024 and September 30, 2023, there were 22,600 and 42,774 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 (loss) per share, respectively.

(7) DERIVATIVE FINANCIAL INSTRUMENTS

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Depending on the circumstances, the Company may manage these risks by utilizing derivative financial instruments.

Some derivative financial instruments are marked to market and recorded in the Company’s Condensed Consolidated Statements of Earnings, while others may be accounted for as fair value, cash flow, or net investment hedges.

Some derivative financial instruments are marked to market and recorded in the Company’s Condensed Consolidated Statements of Operations.

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.

The Company manages these risks 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 the sale or substantially complete liquidation of the related subsidiaries.

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(Dollars in thousands, except per-share amounts)

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

The fair value of derivative instruments as of September 28, 2024 and December 30, 2023 was as follows:

Condensed Consolidated

September 28,

Derivatives designated as hedging instruments:

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Other accrued expenses

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:

Gains (losses) on derivatives recognized in the Condensed Consolidated Statements of Operations for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 were as follows:

Condensed Consolidated

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Twenty-six weeks ended

Statements of Earnings

Derivatives designated as hedging instruments:

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Derivatives designated

Statements of Operations

September 28,

September 30,

September 28,

September 30,

as hedging instruments:

Commodity contracts

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The Company enters into commodity forward, swap, and option contracts that qualify as cash flow hedges of the variability in cash flows attributable to future purchases.

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

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

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 contracts as of September 28, 2024 were as follows:

Commodity Type

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18,500 short tons

June 2024 to December 2024

September 2024 to April 2025

543,825 MMBtu

June 2024 to March 2026

October 2024 to March 2026

Ultra-low-sulfur diesel fuel

4,410,000 gallons

June 2024 to December 2025

September 2024 to March 2026

Net Investment Hedges

In order to mitigate foreign currency risk on the Company’s Euro investments and to reduce interest expense, the Company enters into fixed-for-fixed cross currency swaps (“CCS”), swapping U.S.

To mitigate foreign currency risk on the Company’s euro investments and to reduce interest expense, the Company enters into 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 foreign-currency‑denominated payments.

Interest is exchanged twice per year on April 1 and October 1.

The Company designated the initial full notional amounts as hedges of the net investment in certain 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.

The Company designated the full initial notional amounts as hedges of the net investment in certain European subsidiaries under the spot method.

All changes in the fair value of the CCS that are included in the assessment of effectiveness (changes due to spot foreign exchange rates) are recorded as cumulative foreign currency translation within AOCI.

Net interest receipts are recorded as a reduction of interest expense over the life of the CCS.

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

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

Key terms of the CCS net investment hedges as of September 28, 2024 were as follows:

Set Settlement

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April 1, 2029

In the first quarter of fiscal 2024, a Euro net investment hedge entered into in fiscal 2019 was early settled and the Company received proceeds of $ 2,711 , which will remain in AOCI until either the sale or substantially complete liquidation of the related subsidiaries.

(9) BUSINESS SEGMENTS & RELATED REVENUE INFORMATION

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

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.

In the first quarter of fiscal 2024, a euro net investment hedge entered into during fiscal 2019 was early settled.

The Company received proceeds of $ 2,711 , which will remain in AOCI until either the sale or substantially complete liquidation of the related subsidiaries.

(8) BUSINESS SEGMENTS AND RELATED REVENUE INFORMATION

Based on its management structure, the Company has two reportable segments.

Each segment operates globally with a manager responsible for operational performance and capital allocation.

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

Reportable segments are as follows:

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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.

The Company’s operating income for segment purposes excludes unallocated corporate general and administrative expenses, interest expenses, non-operating income and deductions, and income taxes.

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

For segment purposes, the Company’s operating income (loss) excludes unallocated corporate general and administrative expenses, interest expenses, non-operating income and deductions, and income taxes.

Summary by Business Segment

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September 28,

September 30,

September 28,

September 30,

Infrastructure

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Infrastructure

Total operating income

Total segment operating income

Unallocated corporate expenses

Total operating income (loss)

VALMONT INDUSTRIES, INC.

2 unchanged sentences

(Dollars in thousands, except per-share amounts)

Thirteen weeks ended June 29, 2024

Thirteen weeks ended September 28, 2024

Infrastructure

8 unchanged sentences

Technology Products and Services

Twenty-six weeks ended June 29, 2024

Thirteen weeks ended September 30, 2023

Infrastructure

8 unchanged sentences

Technology Products and Services

Thirteen weeks ended July 1, 2023

Thirty-nine weeks ended September 28, 2024

Infrastructure

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(Dollars in thousands, except per-share amounts)

Twenty-six weeks ended July 1, 2023

Thirty-nine weeks ended September 30, 2023

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 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

A breakdown by segment of revenue recognized over time and revenue recognized at a point in time for the thirteen and thirty-nine weeks ended September 28, 2024 and September 30, 2023 was as follows:

Thirteen weeks ended September 28, 2024

Thirty-nine weeks ended September 28, 2024

Point in Time

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Total net sales

Thirteen weeks ended July 1, 2023

Twenty-six weeks ended July 1, 2023

Thirteen weeks ended September 30, 2023

Thirty-nine weeks ended September 30, 2023

Point in Time

3 unchanged sentences

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