Cover Page
Cover Page - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 23, 2023 | Jun. 25, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Smaller Reporting Company | false | ||
Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 21,350,005 | ||
Entity Public Float | $ 4,753,258,488 | ||
Documents Incorporated by Reference | Portions of the Company’s proxy statement for its annual meeting of shareholders to be held on April 24, 2023 (the “Proxy Statement”), to be filed within 120 days of the fiscal year ended December 31, 2022, are incorporated by reference in Part III. | ||
Entity Central Index Key | 0000102729 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Auditor Location | Omaha, Nebraska | ||
Auditor Name | DELOITTE & TOUCHE LLP | ||
Auditor Firm ID | 34 |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Net sales | $ 4,345,250 | $ 3,501,575 | $ 2,895,355 |
Total cost of sales | 3,219,026 | 2,617,686 | 2,129,841 |
Gross profit | 1,126,224 | 883,889 | 765,514 |
Selling, general, and administrative expenses | 692,975 | 590,608 | 522,923 |
Impairment of goodwill and intangible assets | 6,496 | 16,638 | |
Operating income | 433,249 | 286,785 | 225,953 |
Other income (expenses): | |||
Interest expense | (47,534) | (42,612) | (41,075) |
Interest income | 2,015 | 1,192 | 2,374 |
Gain (loss) on investments - unrealized | (3,374) | 1,920 | 2,443 |
Loss from divestiture of offshore wind energy structures business | (33,273) | ||
Other | 12,805 | 12,798 | 3,073 |
Total other income (expenses) | (69,361) | (26,702) | (33,185) |
Earnings before income taxes | 363,888 | 260,083 | 192,768 |
Income tax expense: | |||
Current | 109,912 | 61,343 | 51,012 |
Deferred | (1,225) | 71 | (1,397) |
Total income tax expense (benefit) | 108,687 | 61,414 | 49,615 |
Earnings before equity in earnings of nonconsolidated subsidiaries | 255,201 | 198,669 | 143,153 |
Equity in loss of nonconsolidated subsidiaries | (950) | (944) | (1,004) |
Net earnings | 254,251 | 197,725 | 142,149 |
Less: Earnings attributable to noncontrolling interests | (3,388) | (2,095) | (1,456) |
Net earnings attributable to Valmont Industries, Inc. | $ 250,863 | $ 195,630 | $ 140,693 |
Earnings per share: | |||
Basic | $ 11.77 | $ 9.23 | $ 6.60 |
Diluted | $ 11.62 | $ 9.10 | $ 6.57 |
Product sales | |||
Net sales | $ 3,955,320 | $ 3,159,605 | $ 2,594,855 |
Total cost of sales | 2,958,208 | 2,395,630 | 1,936,024 |
Services sales | |||
Net sales | 389,930 | 341,970 | 300,500 |
Total cost of sales | $ 260,818 | $ 222,056 | $ 193,817 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net earnings | $ 254,251 | $ 197,725 | $ 142,149 |
Foreign currency translation adjustments: | |||
Unrealized translation gains (losses) | (44,741) | (31,405) | 21,483 |
Realized loss on offshore wind energy structures business recorded in other expense | 25,977 | ||
Foreign currency translation adjustments | (18,764) | (31,405) | 21,483 |
Gain (loss) on hedging activities: | |||
Commodity hedges | (2,352) | 20,019 | |
Realized (gain) loss on commodity hedges recorded in earnings | 5,212 | (25,821) | |
Unrealized gain (loss) on cross currency swaps | 5,146 | 6,093 | (5,751) |
Unrealized gain on net investment hedges, net of tax expense of $2,428 in 2020 | 7,289 | ||
Realized (gain) on offshore wind energy structures business cross currency swap, net of tax expense of $1,207 in 2022 | (3,620) | ||
Cash flow hedges | 1,598 | ||
Realized gain on cash flow hedges recorded in earnings | (1,598) | ||
Amortization cost included in interest expense | (64) | (64) | (64) |
Gain (loss) on hedging activities | 4,322 | 227 | 1,474 |
Net gain (loss) on defined benefit pension plan, net of tax expense (benefit) of $(606) in 2022, $25,736 in 2021, $(4,183) in 2020 | 1,345 | 76,718 | (17,349) |
Other comprehensive income (loss) | (13,097) | 45,540 | 5,608 |
Comprehensive income | 241,154 | 243,265 | 147,757 |
Comprehensive income attributable to noncontrolling interests | (2,073) | (976) | (3,428) |
Comprehensive income attributable to Valmont Industries, Inc. | $ 239,081 | $ 242,289 | $ 144,329 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Unrealized gain on net investment hedges, net of tax expense (benefit) of $--- in 2022, $--- in 2021, $2,428 in 2019 | $ 2,428 | ||
Realized (gain) on offshore wind energy structures business cross currency swap, tax expense | $ 1,207 | ||
Actuarial gain (loss) on defined benefit pension plan, net of tax expense (benefit) of $--- in 2022, $25,736 in 2021, $(4,183) in 2020 | $ (606) | $ 25,736 | $ (4,183) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 185,406 | $ 177,232 |
Receivables, less allowance of $20,890 in 2022 and $18,050 in 2021 | 604,181 | 571,593 |
Inventories | 728,762 | 728,834 |
Contract assets | 174,539 | 142,643 |
Prepaid expenses and other assets | 87,697 | 83,646 |
Refundable income taxes | 8,815 | |
Total current assets | 1,780,585 | 1,712,763 |
Property, plant, and equipment, at cost | 1,433,151 | 1,422,101 |
Less accumulated depreciation and amortization | 837,573 | 823,496 |
Net property, plant and equipment | 595,578 | 598,605 |
Goodwill | 739,861 | 708,566 |
Other intangible assets, net | 176,615 | 175,364 |
Defined pension benefit asset | 24,216 | |
Other assets | 240,141 | 251,951 |
Total assets | 3,556,996 | 3,447,249 |
Current liabilities: | ||
Current installments of long-term debt | 1,194 | 4,884 |
Notes payable to banks | 5,846 | 13,439 |
Accounts payable | 360,312 | 347,841 |
Accrued employee compensation and benefits | 124,355 | 144,559 |
Contract liabilities | 172,915 | 135,746 |
Other accrued expenses | 123,965 | 108,771 |
Income taxes payable | 3,664 | |
Dividends payable | 11,742 | 10,616 |
Total current liabilities | 803,993 | 765,856 |
Deferred income taxes | 41,091 | 47,849 |
Long-term debt, excluding current installments | 870,935 | 947,072 |
Operating lease liabilities | 155,469 | 147,759 |
Deferred compensation | 30,316 | 35,373 |
Other noncurrent liabilities | 13,480 | 89,743 |
Shareholders' equity: | ||
Authorized 75,000,000 shares; 27,900,000 issued | 27,900 | 27,900 |
Additional paid-in capital | 1,479 | |
Retained earnings | 2,593,039 | 2,394,307 |
Accumulated other comprehensive loss | (274,909) | (263,127) |
Cost of treasury stock, common shares of 6,549,833 in 2022 and 6,619,860 in 2021 | (765,183) | (773,712) |
Total Valmont Industries, Inc. shareholders' equity | 1,580,847 | 1,386,847 |
Noncontrolling interest in consolidated subsidiaries | 60,865 | 26,750 |
Total shareholders' equity | 1,641,712 | 1,413,597 |
Total liabilities and shareholders' equity | $ 3,556,996 | $ 3,447,249 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Statement of Financial Position [Abstract] | ||
Receivables, less allowance | $ 20,890 | $ 18,050 |
Common stock of $1 par value - | $ 1 | $ 1 |
Common stock, authorized shares (in shares) | 75,000,000 | 75,000,000 |
Common stock, issued shares (in shares) | 27,900,000 | 27,900,000 |
Common shares in treasury, shares | 6,549,833 | 6,619,860 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | 103 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||||
Net earnings | $ 254,251 | $ 197,725 | $ 142,149 | |
Adjustments to reconcile net earnings to net cash flows from operations: | ||||
Depreciation and amortization | 97,167 | 92,577 | 82,892 | |
Noncash loss on trading securities | 39 | |||
Contribution to defined benefit pension plan | (17,155) | (1,924) | (35,399) | |
Loss from divestiture of offshore wind energy structures business | 33,273 | |||
Impairment of long-lived assets | 27,911 | 20,389 | ||
Stock-based compensation | 41,850 | 28,720 | 14,874 | |
Defined benefit pension plan benefit | (10,087) | (14,567) | (7,311) | |
Loss (gain) on sale of property, plant and equipment | 237 | (961) | 60 | |
Equity in loss in nonconsolidated subsidiaries | 950 | 944 | 1,004 | |
Deferred income taxes | (1,225) | 71 | (1,397) | |
Changes in assets and liabilities: | ||||
Receivables | (74,163) | (69,275) | (24,403) | |
Inventories | (3,429) | (289,942) | (21,888) | |
Prepaid expenses and other assets (current and non-current) | 26,625 | (36,066) | (10,633) | |
Contract assets | (53,008) | (21,579) | 19,835 | |
Accounts payable | 36,990 | 89,418 | 33,044 | |
Accrued expenses | 624 | 30,556 | 52,548 | |
Contract liabilities | (567) | 6,589 | 12,072 | |
Other noncurrent liabilities | (16,904) | 20,181 | 46,712 | |
Income taxes payable / refundable | 10,836 | 5,560 | (8,293) | |
Net cash flows from operating activities | 326,265 | 65,938 | 316,294 | |
Cash flows from investing activities: | ||||
Purchase of property, plant, and equipment | (93,288) | (107,790) | (106,700) | |
Proceeds from sale of assets | 1,582 | 1,745 | 10,860 | |
Acquisitions, net of cash acquired | (39,287) | (312,500) | (15,862) | |
Proceeds from settlement of net investment hedge | 11,983 | |||
Investments in nonconsolidated subsidiaries | (1,283) | |||
Other, net | (1,087) | 1,237 | (3,027) | |
Net cash flows from investing activities | (132,080) | (417,308) | (104,029) | |
Cash flows from financing activities: | ||||
Proceeds from short-term borrowings | 9,665 | 5,821 | 20,990 | |
Payments on short-term borrowings | (17,242) | (26,062) | (7,946) | |
Proceeds from long-term borrowings | 253,999 | 312,485 | 88,872 | |
Principal payments on long-term borrowings | (336,403) | (91,313) | (121,665) | |
Proceeds from settlement of financial derivatives | 3,532 | |||
Debt issuance costs | (2,267) | |||
Dividends paid | (45,813) | (41,412) | (36,930) | |
Dividends to noncontrolling interest | (714) | (5,642) | ||
Purchase of noncontrolling interests | (7,338) | (59,416) | ||
Purchase of treasury shares | (40,474) | (26,100) | (56,491) | $ (918,600) |
Proceeds from exercises under stock plans | 16,849 | 23,895 | 18,961 | |
Purchase of common treasury shares-stock plan exercises | (17,966) | (21,547) | (14,489) | |
Net cash flows from financing activities | (181,905) | 133,500 | (173,756) | |
Effect of exchange rate changes on cash and cash equivalents | (4,106) | (5,624) | 8,675 | |
Net change in cash and cash equivalents | 8,174 | (223,494) | 47,184 | |
Cash and cash equivalents-beginning of year | 177,232 | 400,726 | 353,542 | |
Cash and cash equivalents-end of period | $ 185,406 | $ 177,232 | $ 400,726 | $ 185,406 |
CONSOLIDATED STATEMENTS OF SHAR
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 |
Beginning balance at Dec. 28, 2019 | $ 27,900 | $ 0 | $ 2,173,802 | $ (313,422) | $ (743,942) | $ 45,407 | $ 1,189,745 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings | 140,693 | 1,456 | 142,149 | ||||
Other comprehensive income (loss) | 3,636 | 1,972 | 5,608 | ||||
Cash dividends declared | (38,393) | (38,393) | |||||
Dividends to noncontrolling interests | (5,642) | (5,642) | |||||
Addition of noncontrolling interest | 5,125 | 5,125 | |||||
Purchase of noncontrolling interest | (31,067) | (22,544) | (53,611) | ||||
Purchase of treasury shares | (56,491) | (56,491) | |||||
Stock plan exercises | (14,489) | (14,489) | |||||
Stock options exercised | (6,335) | 25,296 | 18,961 | ||||
Stock option expense | 2,628 | 2,628 | |||||
Stock awards | 4,042 | 8,204 | 12,246 | ||||
Ending balance at Dec. 26, 2020 | 27,900 | 335 | 2,245,035 | (309,786) | (781,422) | 25,774 | 1,207,836 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings | 195,630 | 2,095 | 197,725 | ||||
Other comprehensive income (loss) | 46,659 | (1,119) | 45,540 | ||||
Cash dividends declared | (42,472) | (42,472) | |||||
Purchase of treasury shares | (26,100) | (26,100) | |||||
Stock plan exercises | (21,547) | (21,547) | |||||
Stock options exercised | (15,357) | (3,886) | 43,138 | 23,895 | |||
Stock option expense | 2,538 | 2,538 | |||||
Stock awards | 13,963 | 12,219 | 26,182 | ||||
Ending balance at Dec. 25, 2021 | 27,900 | 1,479 | 2,394,307 | (263,127) | (773,712) | 26,750 | 1,413,597 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net earnings | 250,863 | 3,388 | 254,251 | ||||
Other comprehensive income (loss) | (11,782) | (1,315) | (13,097) | ||||
Cash dividends declared | (46,939) | (46,939) | |||||
Dividends to noncontrolling interests | (714) | (714) | |||||
Addition of noncontrolling interest | 41,693 | 41,693 | |||||
Purchase of treasury shares | (40,474) | (40,474) | |||||
Reduction of noncontrolling interest | 1,599 | (8,937) | (7,338) | ||||
Stock plan exercises | (17,966) | (17,966) | |||||
Stock options exercised | (17,754) | (5,192) | 39,795 | 16,849 | |||
Stock option expense | 3,120 | 3,120 | |||||
Stock awards | $ 11,556 | 27,174 | 38,730 | ||||
Ending balance at Dec. 31, 2022 | $ 27,900 | $ 2,593,039 | $ (274,909) | $ (765,183) | $ 60,865 | $ 1,641,712 |
CONSOLIDATED STATEMENTS OF SH_2
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Statement of Stockholders' Equity [Abstract] | |||
Cash dividends per share (in dollars per share) | $ 2.20 | $ 2 | $ 1.80 |
Purchase of treasury shares acquired (in shares) | 137,612 | 111,833 | 441,119 |
Stock plan exercises; shares acquired (in shares) | 60,599 | 90,292 | 88,411 |
Stock options exercised; shares issued (in shares) | 121,163 | 169,908 | 147,014 |
Stock awards; shares issued (in shares) | 147,075 | 88,395 | 65,248 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The consolidated financial statements include the accounts of Valmont Industries, Inc. and its wholly and majority‑owned subsidiaries (the “Company”). Investments in 20% to 50% owned affiliates and joint ventures are accounted for by the equity method. Investments in less than 20% owned affiliates are accounted for by the cost method. All intercompany items have been eliminated. Cash Overdrafts Cash book overdrafts totaling $25,075 and $19,670 were classified as accounts payable at December 31, 2022 and December 25, 2021, respectively. The Company’s policy is to report the change in book overdrafts as an operating activity in the Consolidated Statements of Cash Flows. Change in Reportable Segments During the first quarter of 2022, the Company’s Chief Executive Officer, as the chief operating decision maker, made changes to the Company’s management structure and began to manage the business, allocate resources, and evaluate performance under the new structure. As a result, the Company has realigned its reportable segment structure. All prior period segment information has been recast to reflect this change in reportable segments. Refer to Note 21 for additional 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 allocation of capital within the segment. Reportable segments are as follows: INFRASTRUCTURE: This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, renewable energy, lighting, transportation, and telecommunications, and coatings services to preserve metal products. 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. In addition to these two reportable segments, the Company had a business and related activities that was not more than 10% of consolidated sales, operating income, or assets. This includes the offshore wind energy structures business and is reported in the “Other” segment until its divestiture in 2022. Fiscal Year The Company operates on a 52 or 53 week fiscal year with each year ending on the last Saturday in December. Accordingly, the Company’s fiscal year ended December 31, 2022 consisted of 53 weeks and the Company’s fiscal years ended December 25, 2021 and December 26, 2020 consisted of 52 weeks. The estimated impact on the Company's results of operations due to the extra week in fiscal year 2022 was additional net sales of approximately $80,800 and additional net earnings of approximately $5,300. Accounts Receivable Accounts receivable are reported on the balance sheet net of any allowance for doubtful accounts. Allowances are maintained in amounts considered to be appropriate in relation to the outstanding receivables based on age of the receivable, economic conditions and customer credit quality. As the Company’s international business has grown, the exposure to potential losses in international markets has also increased. These exposures can be difficult to estimate, particularly in areas of political instability, with governments with which the Company has limited experience, or where there is a lack of transparency as to the current credit condition of governmental units. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED The following table details the balances of the allowance for doubtful receivables and changes therein: Balance at Charged to Currency Deductions Balance at Beginning of Profit and Translation from Close of For periods ended: Period Loss Adjustment Reserves Period December 31, 2022 $ 18,050 $ 4,237 $ (522) $ (875) $ 20,890 December 25, 2021 15,952 3,379 (339) (942) 18,050 December 26, 2020 9,548 7,957 260 (1,813) 15,952 The Company sells trade accounts receivable at a discount under uncommitted trade accounts receivable sale programs to third party financial institutions without recourse. As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the financial institutions. Transfers of accounts receivable are accounted for as sales and, accordingly, accounts receivables sold are excluded from “Receivables, less allowance” on the Consolidated Balance Sheets and cash proceeds are reflected in “Cash flows from operating activities” on the Consolidated Statements of Cash Flows. The difference between the carrying amount of the trade accounts receivables sold and the cash received, or discount, is recorded in “Other” expenses on the Consolidated Statements of Earnings. At December 31, 2022 and December 25, 2021, the Company sold trade accounts receivable of $100.0 million and $25.4 million, respectively. The fees associated with trade accounts receivables sold are immaterial. Inventories Inventory is valued at the lower of cost, determined on the first-in, first-out (“FIFO”) 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. Long-Lived Assets Property, plant, and equipment are recorded at historical cost. The Company generally uses the straight-line method in computing depreciation and amortization for financial reporting purposes and accelerated methods for income tax purposes. The annual provisions for depreciation and amortization have been computed principally in accordance with the following ranges of asset lives: buildings and improvements 15 to 40 years, machinery and equipment 3 to 12 years, transportation equipment 3 to 24 years, office furniture and equipment 3 to 7 years, and intangible assets 5 to 20 years. Depreciation expense in fiscal 2022, 2021, and 2020 was $73,938, $70,223, and $63,890, respectively. An impairment loss is recognized if the carrying amount of an asset may not be recoverable and exceeds estimated future undiscounted cash flows of the asset. A recognized impairment loss reduces the carrying amount of the asset to its estimated fair value. The Company recognized a pre-tax $27,900 impairment of long-lived assets (property, plant, and equipment, customer relationship intangible asset, and trade name) in 2021 when it determined that its offshore wind energy business reporting unit would not generate sufficient cash flows to recover the carrying values. An impairment test was required in November 2021 when the Company received clarifying information on the competitive environment of this reporting unit in Europe. Impairment losses were recorded in 2020 as facilities were closed and future plans for certain fixed assets changed in connection with the Company’s restructuring plans. The Company evaluates its reporting units for impairment of goodwill during the third fiscal quarter of each year, or when events or changes in circumstances indicate the carrying value may not be recoverable. Reporting units are evaluated using after-tax operating cash flows (less capital expenditures) discounted to present value (“discounted cash flows”). For the solar tracking reporting unit, the Company valued this reporting unit using a blend of the discounted cash flows and multiple of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) approach. Indefinite‑lived intangible assets are assessed separately from goodwill as part of the annual impairment testing, using a relief-from-royalty method. If the underlying assumptions related to the valuation of a reporting unit’s goodwill or an indefinite‑lived intangible asset change materially before or after the annual impairment testing, the reporting unit or asset is evaluated for potential impairment. In these evaluations, management considers recent operating performance, expected future performance, industry conditions, and other indicators of potential impairment. See footnote 8 for details of impairments recognized during 2021. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED Leases The Company's operating leases are included in “Other assets” and “Operating lease liabilities” in the Consolidated Balance Sheets. Income Taxes The Company uses the asset and liability method to calculate deferred income taxes. Deferred tax assets and liabilities are recognized on temporary differences between financial statement and tax bases of assets and liabilities using enacted tax rates. The effect of tax rate changes on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date. Warranties The Company’s provision for product warranty reflects management’s best estimate of probable liability under its product warranties. Estimated future warranty costs are recorded at the time a sale is recognized. Future warranty liability is determined based on applying historical claim rate experience to units sold that are still within the warranty period. In addition, the Company records provisions for known warranty claims. Pension Benefits Certain expenses are incurred in connection with a defined benefit pension plan. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses, and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits. Stock Plans The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and bonuses of common stock. Fair Value The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurement Derivative Instruments The Company may enter into derivative financial instruments to manage risk associated with fluctuation in interest rates, foreign currency rates, or commodities. Where applicable, the Company may elect to account for such derivatives as either a cash flow, fair value, or net investment hedge. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED Comprehensive Income (Loss) Comprehensive income (loss) includes net earnings, currency translation adjustments, certain derivative-related activity, and changes in net actuarial gains / losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. The components of accumulated other comprehensive income (loss) consisted of the following: Foreign Accumulated Currency Defined Other Translation Hedging Benefit Comprehensive Adjustments Activities Pension Plan Income (Loss) Balance at December 25, 2021 $ (243,350) $ 15,777 $ (35,554) $ (263,127) Current period comprehensive income (loss) (43,426) 7,942 1,345 (34,139) Divestiture of offshore wind energy structures business 25,977 (3,620) — 22,357 Balance at December 31, 2022 $ (260,799) $ 20,099 $ (34,209) $ (274,909) Revenue Recognition The Company determines the appropriate revenue recognition 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 of goods. Contract revenues are classified as service sales when the performance obligation is the performance of a service. Service revenue is primarily related to the Coatings and Technology Products and Services product lines. Customer acceptance provisions exist primarily in the design stage of products (on a limited basis, the Company may agree to other acceptance terms), and acceptance of the design by the customer is required before the project is manufactured and delivered to the customer. The Company is not entitled to any compensation solely based on design of the product and does not recognize this service as a separate performance obligation and, therefore, no revenue is recognized with the design stage. No general rights of return exist for customers once the product has been delivered and the Company establishes provisions for estimated warranties. The Company does not sell extended warranties for any of its products. Shipping and handling costs associated with sales are recorded as costs of goods sold. The Company elected to use the practical expedient of treating freight as a fulfillment obligation instead of a separate performance obligation and ratably recognize freight expense as the structure is being manufactured, when the revenue from the associated customer contract is being recognized over time. With the exception of the transmission, distribution, and substation structures ("TD&S") product line, the renewable energy product line, and the telecommunication structures product line, the Company’s inventory is interchangeable for a variety of each segment’s customers. The Company has elected to not disclose the partially satisfied performance obligation at the end of the period when the contract has an original expected duration of one year or less. In addition, the Company does not adjust the amount of consideration to be received in a contract for any significant financing component if payment is expected within twelve months of transfer of control of goods or services. The Company’s contract assets as of December 31, 2022 and December 25, 2021 totaled $174,539 and $142,643, 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. At December 31, 2022 and December 25, 2021, total contract liabilities were $178,531 and $213,203, respectively. At December 31, 2022, $172,915 was recorded as contract liabilities and $5,616 was recorded as other noncurrent liabilities on the consolidated balance sheets. Additional details are as follows: (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED ● During the fiscal year ended December 31, 2022 and December 25, 2021, the Company recognized $96,373 and $105,406 of revenue that was included in the total contract liability as of December 25, 2021 and December 26, 2020, respectively. The revenue recognized was due to applying advance payments received for performance obligations completed during the period. ● At December 31, 2022, the Company had $11,080 of remaining performance obligations on contracts with an original expected duration of one year or more and expects to complete the remaining performance obligations on these contracts within the next 12 to 24 months . Segment and Product Line Revenue Recognition Infrastructure Segment Steel and concrete utility structures within the TD&S product lines 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 telecommunication structure 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 produce the order. The completion percentage is applied to the order’s total revenue and total estimated costs to determine reported revenue, cost of goods sold, and gross profit. Production of an order, once started, is typically completed within three months. Depending on the product sold, revenue from renewable energy is recognized both upon shipment or delivery of goods to the customer depending on contract terms, or by using an inputs method, based on the ratio of costs incurred to-date to the total estimated costs at completion of the performance obligation. External sales agents are used in certain TD&S sales and the Company has chosen to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured. For the structures sold for lighting and transportation and for the majority of telecommunication products, revenue is recognized upon shipment or delivery of goods to the customer depending on contract terms, which is the same point in time that the customer is billed. There are also large regional customers who have unique product specifications for telecommunication structures. When the customer contract includes a cancellation clause that would require them to pay for work completed plus a reasonable margin if an order was canceled, revenue is recognized over time based on hours worked as a percent of total estimated hours to complete production. The Coatings product line revenues are derived by providing coating services to customers’ products, which include galvanizing, anodizing, and powder coating. Revenue is recognized once the coating service has been performed and the goods are ready to be picked up or delivered to the customer which is the same time that the customer is billed. Agriculture Segment Revenue recognition from the manufacture of irrigation equipment and related parts and services (including tubular products for industrial customers) is generally upon shipment of the goods to the customer which is the same point in time that the customer is billed. The remote monitoring subscription services recognized as part of technology services product line are primarily billed annually and revenue is recognized on a straight-line basis over the subsequent twelve months (contract terms). (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED Disaggregation of revenue by product line is disclosed in the “Business Segments” footnote. A breakdown by segment of revenue recognized over time and revenue recognized at a point in time for the fiscal years ended December 31, 2022 and December 25, 2021 is as follows: Fiscal Year 2022 Fiscal Year 2021 Fiscal Year 2020 Point in Over Point in Over Point in Over Time Time Time Time Time Time Infrastructure $ 1,687,458 $ 1,222,288 $ 1,388,297 $ 973,227 $ 1,296,497 $ 838,703 Agriculture 1,307,681 27,604 996,278 20,772 624,831 15,261 Other — 100,219 — 123,001 — 120,063 Total $ 2,995,139 $ 1,350,111 $ 2,384,575 $ 1,117,000 $ 1,921,328 $ 974,027 Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the reported amounts of revenue and expenses, and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. Equity Method Investments The Company has equity method investments in non-consolidated subsidiaries which are recorded within “Other assets” on the Consolidated Balance Sheets. Treasury Stock Repurchased shares are recorded as “Cost of treasury stock” and result in a reduction of “Shareholders’ equity.” When treasury shares are reissued, the Company uses the last-in, first-out method, and the difference between the repurchase cost and re-issuance price is charged or credited to “Additional paid-in capital”. In May 2014, the Company announced a capital allocation philosophy which 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. 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. As of December 31, 2022, the Company has acquired 6,613,018 shares for approximately $918,600 under this share repurchase program. Subsequent to year end, on February 27, 2023, the Board of Directors increased the amount remaining under the program by an additional $400,000, with no stated expiration date. Research and Development Research and development costs are charged to operations in the year incurred. These costs are a component of “Selling, general, and administrative expenses” on the Consolidated Statements of Earnings. Research and development expenses were approximately $46,000 in 2022, $37,000 in 2021, and $21,400 in 2020. Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2020-04 (ASU 2020-04), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED Recently Issued Accounting Pronouncements (Not Yet Adopted) In September 2022, the FASB issued Accounting Standards Update No. 2022-04 (ASU 2022-04), Liabilities - Supplier Finance Programs (Topic 450-50): Disclosure of Supplier Finance Program Obligations |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Dec. 31, 2022 | |
Business Combinations [Abstract] | |
ACQUISITIONS | (2) ACQUISITIONS Acquisitions of Businesses The following table summarizes the preliminary fair values of the assets acquired and liabilities assumed of ConcealFab as of the date of acquisition: As of June 1, 2022 Current assets $ 21,133 Customer relationships 26,200 Trade name 5,000 Property, plant & equipment 3,813 Other assets 9,108 Goodwill 42,465 Total fair value of assets acquired $ 107,719 Current liabilities 6,658 Long-term debt 2,038 Operating lease liabilities 7,812 Deferred taxes 5,464 Other noncurrent liabilities 12 Total fair value of liabilities assumed $ 21,984 Non-controlling interest in consolidated subsidiaries 41,693 Net assets acquired $ 44,042 On May 12, 2021, the Company acquired the outstanding shares of Prospera Technologies, Ltd. ("Prospera"), an artificial intelligence company focused on machine learning and computer vision in agriculture, for $300,000 in cash (net of cash acquired). The acquisition of Prospera, located in Tel Aviv, Israel, was made to allow the Company to accelerate innovation with machine learning for agronomy and is reported in the Agriculture segment. Goodwill is not deductible for tax purposes, the trade name will be amortized over seven years, and the developed technology asset will be amortized over five years. 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 fourth quarter of 2021. (2) ACQUISITIONS – CONTINUED The following table summarizes the fair values of the assets acquired and liabilities assumed of Prospera as of the date of acquisition: As of May 12, 2021 Current assets $ 647 Developed technology 32,900 Trade name 2,850 Property, plant & equipment 1,063 Goodwill 273,453 Total fair value of assets acquired $ 310,913 Current liabilities 2,690 Deferred taxes 8,223 Total fair value of liabilities assumed $ 10,913 Net assets acquired $ 300,000 On April 20, 2021 the Company acquired the assets of PivoTrac for $12,500 in cash. The agreed upon purchase price was $14,000, with $1,500 being held back for seller representations and warranties. The acquisition of PivoTrac, located in Texas, was made to allow the Company to advance its technology strategy and increase its number of connected agricultural devices and is reported in the Agriculture segment. The fair values assigned were $10,800 for goodwill, $2,627 for customer relationships, and the remainder is net working capital. Goodwill is not deductible for tax purposes and the customer relationship will be amortized over eight years. 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 second quarter of 2022. On May 29, 2020, the Company acquired 55% of Energia Solar do Brasil ("Solbras") for $4,308. Approximately $646 of the purchase price was contingent on seller representations and warranties and was settled for the full amount in the second quarter of 2021. Solbras is a leading provider of solar energy solutions for agriculture. In the purchase price allocation, goodwill of $3,341 and customer relationships of $3,718 were recorded and the remainder to net working capital. Goodwill is not deductible for tax purposes and the customer relationship will be amortized over eight years. The acquisition of Solbras, located in Brazil, was made to allow the Company to expand its product offerings in the Agriculture segment to include not only pivots, but also a sustainable and low-cost energy source to provide electricity to the units. The Company finalized the purchase price allocation in the fourth quarter of 2020. On March 6, 2020, the Company acquired 75% of KC Utility Packaging, LLC for $4,200. Approximately $400 of the purchase price was contingent on seller representations and warranties and was settled for the full amount in the first quarter of 2021. The Company name was subsequently changed to Valmont Substations, LLC. The acquisition was made to expand the Company’s utility substation product offering. In the purchase price allocation, goodwill of $1,100, customer relationships of $4,000, and other intangibles of $500 were recorded. The Company finalized the purchase price allocation in the fourth quarter of 2020. 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 years presented. Acquisitions of Noncontrolling Interests In August 2022, the Company acquired the remaining 9% of Convert Italia S.p.A. for $3,046. As this transaction was for the acquisition of all remaining shares of consolidated subsidiary with no change in control, it was recorded within shareholders’ equity and as a financing cash flow in the Consolidated Statements of Cash Flows. In May 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 consolidated subsidiary with no change in control, it was recorded within shareholders’ equity and as a financing cash flow in the Consolidated Statements of Cash Flows. (2) ACQUISITIONS – CONTINUED In February 2020, the Company acquired the remaining 49% of AgSense that it did not own for $43,983, which includes a holdback payment of $2,200 that was made in the second quarter of 2020. The accounting for owning 100% of AgSense resulted in the recognition of a deferred tax asset of approximately $7,700. In December 2020, the Company acquired the remaining 40% of Torrent Engineering and Equipment that it did not own for $3,500. In the first quarter of 2020, the Company acquired 16% of the remaining 25% that it did not own of Convert Italia S.p.A. for a cash payment of $11,750. The purchase agreement also settled the escrow funds which the Company had paid at date of acquisition. |
DIVESTITURES
DIVESTITURES | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURES | (3) DIVESTITURES On November 30, 2022, the Company completed the sale of Valmont SM, the 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 profit, and net assets are not significant for discontinued operations presentation. The offshore wind energy structures business had operating income of $2,259 for the year ended December 31, 2022, and an operating loss of $40,192 (inclusive of a $27,900 impairment of long-lived assets) for the year ended December 25, 2021. The Company received Danish Krone 90,000 (U.S. $12,570) at closing with an additional Danish Krone 28,000 (U.S. $4,027) held in an escrow account subject to normal closing conditions before it will be released to the Company. The assets and liabilities of the offshore wind energy structures business at closing on November 30, 2022 were as follows: Cash and cash equivalents $ 12,420 Receivables, net 35,407 Inventories 1,144 Contract assets 19,127 Prepaid expenses and other assets 1,852 Net property, plant, and equipment 12,915 Intangible assets 5,579 Other assets 1,103 Total assets $ 89,547 Accounts payable $ 23,611 Contract liabilities 34,814 Accrued expenses 4,737 Deferred income taxes 1,375 Total liabilities $ 64,537 Net assets $ 25,010 The pre-tax loss from divestiture is reported in “Other income (expenses)”. The loss is comprised of the proceeds and an asset recognized for the escrow funds not yet released from buyer, less deal-related costs and the net assets of the business, which resulted in a loss of $12,123. In addition to this amount is a $21,150 realized loss on foreign exchange translation adjustments and net investment hedges previously reported in shareholders’ equity. Pre-tax loss from divestitures, before recognition of currency translation loss $ 12,123 Recognition of cumulative currency translation loss and hedges (reclassified from OCI) 21,150 Net pre-tax loss from divestiture of offshore wind energy structures business $ 33,273 The transaction did not result in a taxable capital loss. |
RESTRUCTURING ACTIVITIES
RESTRUCTURING ACTIVITIES | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING ACTIVITIES | (4) RESTRUCTURING ACTIVITIES During 2020, the Company executed certain regional restructuring activities (the "2020 Plan") and a U.S. specific early retirement program. The 2020 Plan included the closure of one U.S. galvanizing facility. All 2020 restructuring activities were completed by December 26, 2020. The Company recorded the following pre-tax expenses: Infrastructure Agriculture Other Corporate Total Severance $ 1,139 $ — $ — $ — $ 1,139 Other cash restructuring expenses 1,847 — — — 1,847 Impairments of fixed assets/net loss on disposals 3,751 — — — 3,751 Total cost of sales 6,737 — — — 6,737 Severance 7,873 2,968 1,192 1,761 13,794 Other cash restructuring expenses 1,852 — 79 244 2,175 Impairments of assets / net loss on disposals 349 — 94 — 443 Total selling, general and administrative expenses 10,074 2,968 1,365 2,005 16,412 Consolidated total $ 16,811 $ 2,968 $ 1,365 $ 2,005 $ 23,149 |
CASH FLOW SUPPLEMENTARY INFORMA
CASH FLOW SUPPLEMENTARY INFORMATION | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
CASH FLOW SUPPLEMENTARY INFORMATION | (5) CASH FLOW SUPPLEMENTARY INFORMATION The Company considers all highly liquid temporary cash investments purchased with an original maturity of three months or less at the time of purchase to be cash equivalents. Cash payments for interest and income taxes (net of refunds) for the fifty-three weeks ended December 31, 2022 and the fifty-two weeks ended December 25, 2021 and December 26, 2020 were as follows: 2022 2021 2020 Interest $ 46,653 $ 41,159 $ 40,209 Income taxes 93,109 60,366 54,801 The sale of the offshore wind energy structures business in 2022 included a hold back receivable contingent on normal closing conditions that is expected to be resolved in the first half of 2023. The acquisitions in 2020 included hold back payments contingent on seller representations and warranties of $1,046. The 2020 hold back payments were released from a trust in the first half of 2021 and the 2019 hold back payments were paid in the first quarter of 2020 and are shown as an investing use of cash in the acquisitions line item of the Consolidated Statements of Cash Flows. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | (6) INVENTORIES Inventories consisted of the following at December 31, 2022 and December 25, 2021: December 31, December 25, 2022 2021 Raw materials and purchased parts $ 258,814 $ 278,107 Work-in-process 44,453 63,628 Finished goods and manufactured goods 425,495 387,099 $ 728,762 $ 728,834 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | (7) PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment, at cost, consist of the following: 2022 2021 Land and improvements $ 113,188 $ 112,236 Buildings and improvements 390,435 413,884 Machinery and equipment 721,223 672,319 Transportation equipment 30,610 27,020 Office furniture and equipment 128,922 117,757 Construction in progress 48,773 78,885 $ 1,433,151 $ 1,422,101 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLE ASSETS | (8) GOODWILL AND INTANGIBLE ASSETS Amortized Intangible Assets The components of amortized intangible assets at December 31, 2022 and December 25, 2021 were as follows: December 31, 2022 Gross Weighted Carrying Accumulated Average Amount Amortization Life Customer Relationships $ 222,716 $ 145,502 13 years Patents & Proprietary Technology 58,404 21,291 9 years Trade Name 2,850 645 7 years Other 2,462 2,164 5 years $ 286,432 $ 169,602 December 25, 2021 Gross Weighted Carrying Accumulated Average Amount Amortization Life Customer Relationships $ 224,597 $ 160,626 13 years Patents & Proprietary Technology 58,699 13,955 9 years Trade Name 2,850 183 7 years Other 4,534 3,959 6 years $ 290,680 $ 178,723 Amortization expense for intangible assets was $22,120, $21,320, and $18,147 for the fiscal years ended December 31, 2022, December 25, 2021, and December 26, 2020, respectively. During the fourth quarter of fiscal 2021, an impairment test was required when the Company received clarifying information on the competitive environment of the offshore wind energy structures business. As a result, an impairment charge of approximately $4,483 was recognized against the remaining net book value of the related customer relationships. (8) GOODWILL AND INTANGIBLE ASSETS – CONTINUED Estimated annual amortization expense related to finite‑lived intangible assets is as follows: Estimated Amortization Expense 2023 $ 20,825 2024 18,888 2025 17,454 2026 12,933 2027 9,695 The useful lives assigned to finite‑lived intangible assets included consideration of factors such as the Company’s past and expected experience related to customer retention rates, the remaining legal or contractual life of the underlying arrangement that resulted in the recognition of the intangible asset, and the Company’s expected use of the intangible asset. Non-Amortized Intangible Assets Intangible assets with indefinite lives are not amortized. The carrying values of these trade names at December 31, 2022 and December 25, 2021 were as follows: December 31, December 25, Year 2022 2021 Acquired Newmark $ 11,111 $ 11,111 2004 Convert Italia S.p.A. 8,024 8,479 2018 Webforge 7,107 7,877 2010 Ingal EPS / Ingal Civil Products 6,891 7,637 2010 Valmont SM — 6,082 2014 ConcealFab 5,000 — 2022 Shakespeare 4,000 4,000 2014 Walpar 3,500 3,500 2018 Other 14,152 14,721 Various $ 59,785 $ 63,407 In its determination of these intangible assets as indefinite‑lived, the Company considered such factors as its expected future use of the intangible asset, legal, regulatory, technological, and competitive factors that may impact the useful life or value of the intangible asset, and the expected costs to maintain the value of the intangible asset. The Company expects that these intangible assets will maintain their value indefinitely. Accordingly, these assets are not amortized. Indefinite-lived intangibles, although not amortized, are still subject to annual impairment assessments, and interim date assessments should events arise that suggest their value may be diminished. The Company’s trade names were tested for impairment as of August 27, 2022. The values of each trade name were determined using the relief-from-royalty method. Based on this evaluation, no trade names were determined to be impaired. During the fourth quarter of fiscal year 2021, an impairment test was required when the Company received clarifying information on the competitive environment of the offshore wind energy structures business. As a result, an impairment charge of approximately $2,013 was recognized against the related trade name. In conjunction with an interim second quarter 2020 goodwill impairment test, impairment indicators were noted for the Webforge and Locker trade names requiring an interim impairment test. As a result, an impairment charge of approximately $3,900 was recognized against these two trade names in fiscal year 2020. (8) GOODWILL AND INTANGIBLE ASSETS – CONTINUED Goodwill The carrying amount of goodwill by segment as of December 31, 2022 and December 25, 2021 was as follows: Infrastructure Agriculture Other Total Gross balance at December 25, 2021 $ 442,521 $ 313,512 $ 14,355 $ 770,388 Accumulated impairment losses (47,467) — (14,355) (61,822) Balance at December 25, 2021 395,054 313,512 — $ 708,566 Acquisitions 42,465 — — 42,465 Foreign currency translation (11,435) 265 — (11,170) Balance at December 31, 2022 $ 426,084 $ 313,777 $ — $ 739,861 Infrastructure Agriculture Other Total Gross balance at December 26, 2020 $ 447,612 $ 30,177 $ 14,355 $ 492,144 Accumulated impairment losses (47,467) — (14,355) (61,822) Balance at December 26, 2020 400,145 30,177 — 430,322 Acquisitions — 284,253 — 284,253 Foreign currency translation (5,091) (918) — (6,009) Balance at December 25, 2021 $ 395,054 $ 313,512 $ — $ 708,566 The Company’s annual impairment test of goodwill was performed as of August 27, 2022, using primarily the discounted cash flow method. The solar tracking structure reporting unit projects meaningful annual revenue growth for the foreseeable future due to strong market conditions. Therefore, the Company valued this reporting unit using a blend of both the discounted cash flows and a market approach. The market valuation approach estimates the terminal value for this reporting unit using a multiple of earnings before interest, taxes, depreciation, and amortization (“EBITDA”). During fiscal year 2022, no goodwill impairment was recorded. |
BANK CREDIT ARRANGEMENTS
BANK CREDIT ARRANGEMENTS | 12 Months Ended |
Dec. 31, 2022 | |
BANK CREDIT ARRANGEMENTS | |
BANK CREDIT ARRANGEMENTS | (9) BANK CREDIT ARRANGEMENTS The Company maintains various lines of credit for short-term borrowings totaling $125,034 available at December 31, 2022. As of December 31, 2022 and December 25, 2021, $5,846 and $13,439 was outstanding and recorded as notes payable to banks in the Consolidated Balance Sheets, respectively. The interest rates charged on these lines of credit vary in relation to the banks’ costs of funds. The weighted average interest rate on short-term borrowings was 6.52% at December 31, 2022. The unused and available borrowings under the lines of credit were $119,188 at December 31, 2022. The lines of credit can be modified at any time at the option of the banks. The Company pays no fees in connection with unused lines of credit. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | (10) INCOME TAXES Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries are as follows: 2022 2021 2020 United States $ 224,370 $ 202,051 $ 169,281 Foreign 139,518 58,032 23,487 $ 363,888 $ 260,083 $ 192,768 (10) INCOME TAXES – CONTINUED Income tax expense (benefit) consists of: 2022 2021 2020 Current: Federal $ 48,309 $ 30,031 $ 30,431 State 11,888 8,891 8,302 Foreign 48,273 20,644 12,730 108,470 59,566 51,463 Non-current: 1,442 1,777 (451) Deferred: Federal (7,544) 4,587 (6,086) State (1,973) 558 (822) Foreign 8,292 (5,074) 5,511 (1,225) 71 (1,397) $ 108,687 $ 61,414 $ 49,615 The reconciliations of the statutory federal income tax rate and the effective tax rate follows: 2022 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.3 2.9 3.5 Carryforwards, credits and changes in valuation allowances 1.0 1.5 (1.6) Foreign jurisdictional tax rate differences 4.2 (0.1) (1.7) Changes in unrecognized tax benefits 0.3 0.7 0.2 Goodwill and intangible impairment — — 2.4 Loss on divestiture of offshore wind energy structures business 2.2 — — Other (1.1) (2.4) 1.9 29.9 % 23.6 % 25.7 % Fiscal year 2022 includes $8,166 of tax expense related to the divestiture of the offshore wind energy structures business for which no benefit has been recorded. Fiscal year 2021 includes $1,894 of U.S. tax benefits related to foreign taxes paid offset by $5,102 of valuation allowance recorded against the offshore wind energy structures business deferred tax assets. Fiscal year 2020 includes $4,651 of tax expense related to non-tax deductible impairment of goodwill. Fiscal year 2020 also includes $1,100 of tax expense primarily related to restructuring charges for which no tax benefits have been recorded due to the increase in valuation allowance. (10) INCOME TAXES – CONTINUED Deferred income taxes reflect the net tax effects of (a) temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, and (b) operating loss and tax credit carryforwards. The tax effects of significant items comprising the Company’s net deferred income tax assets/liabilities are as follows: 2022 2021 Deferred income tax assets: Accrued expenses and allowances $ 33,577 $ 21,241 Tax credits and loss carryforwards 67,249 83,690 Defined benefit pension liability — 134 Inventory allowances 7,912 2,818 Accrued compensation and benefits 24,398 24,302 Lease liabilities 40,709 41,128 Deferred compensation 16,308 10,893 Gross deferred income tax assets 190,153 184,206 Valuation allowance (48,974) (54,256) Net deferred income tax assets 141,179 129,950 Deferred income tax liabilities: Property, plant and equipment 45,300 37,686 Intangible assets 52,750 48,244 Defined benefit pension asset 6,054 — Lease assets 40,708 41,128 Other deferred tax liabilities 4,941 5,041 Total deferred income tax liabilities 149,753 132,099 Net deferred income tax asset (liability) $ (8,574) $ (2,149) Deferred income tax assets (liabilities) are presented as follows on the Consolidated Balance Sheets: Balance Sheet Caption 2022 2021 Other assets $ 32,517 $ 45,700 Deferred income taxes (41,091) (47,849) Net deferred income tax asset (liability) $ (8,574) $ (2,149) Management of the Company has reviewed recent operating results and projected future operating results. The Company’s belief that realization of its net deferred tax assets is more likely than not is based on, among other factors, changes in operations that have occurred in recent years and available tax planning strategies. At December 31, 2022 and December 25, 2021 respectively, there were $67,249 and $83,690 relating to tax credits and loss carryforwards. Valuation allowances have been established for certain losses that reduce deferred tax assets to an amount that will, more likely than not, be realized. During fiscal 2021, it was determined no longer more likely than not that the offshore wind energy structures business, based in Denmark, would generate future taxable income so a valuation allowance of $5,102 was recognized against their tax loss carryforwards. During fiscal year 2022, the offshore wind energy structures business was sold. Also in 2021, the Company recorded a valuation allowance of $6,472 against the tax attributes related to the acquisition of Prospera. The deferred tax assets at December 31, 2022 that are associated with tax loss and tax credit carryforwards not reduced by valuation allowances expire in periods starting in 2023. Uncertain tax positions included in other non-current liabilities are evaluated in a two-step process, whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more likely than not recognition threshold, the Company would recognize the largest amount of tax benefit that is greater than fifty percent likely to be realized upon ultimate settlement with the related tax authority. (10) INCOME TAXES – CONTINUED The following summarizes the activity related to the unrecognized tax benefits in 2022 and 2021: 2022 2021 Gross unrecognized tax benefits—beginning of year $ 2,664 $ 1,864 Gross increases—tax positions in prior period 1,133 1,315 Gross decreases—tax positions in prior period — (6) Gross increases—current‑period tax positions 523 240 Settlements with taxing authorities (1,576) — Lapse of statute of limitations (208) (749) Gross unrecognized tax benefits—end of year $ 2,536 $ 2,664 There are approximately $1,141 of uncertain tax positions for which reversal is reasonably possible during the next 12 months due to the closing of the statute of limitations. The nature of these uncertain tax positions is generally the computation of a tax deduction or tax credit. During 2022, the Company recorded a reduction of its gross unrecognized tax benefit of $208 with $165 recorded as a reduction of income tax expense, due to the expiration of statutes of limitation in the United States. During 2021, the Company recorded a reduction of its gross unrecognized tax benefit of $749 with $592 recorded as a reduction of income tax expense, due to the expiration of statutes of limitation in the United States. In addition to these amounts, there was an aggregate of $172 and $1,758 of interest and penalties at December 31, 2022 and December 25, 2021, respectively. The Company’s policy is to record interest and penalties directly related to income taxes as income tax expense in the Consolidated Statements of Earnings. The Company files income tax returns in the U.S. and various states as well as foreign jurisdictions. Tax years 2019 and forward remain open under U.S. statutes of limitation. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was $2,447 and $4,324 at December 31, 2022 and December 25, 2021, respectively. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | (11) LONG-TERM DEBT Long-term debt is as follows: December 31, December 25, 2022 2021 5.00% senior unsecured notes due 2044 (a) $ 450,000 $ 450,000 5.25% senior unsecured notes due 2054 (b) 305,000 305,000 Unamortized discount on 5.00% and 5.25% senior unsecured notes (a) (b) (20,053) (20,436) Revolving credit agreement (c) 140,513 218,897 Other notes 3,587 5,684 Debt issuance costs (6,918) (7,189) Long-term debt 872,129 951,956 Less: Current installments of long-term debt 1,194 4,884 Long-term debt, excluding current installments $ 870,935 $ 947,072 (a) The 5.00% senior unsecured notes due 2044 include an aggregate principal amount of $450,000 on which interest is paid and an unamortized discount balance of $12,820 at December 31, 2022. The notes bear interest at 5.000% per annum and are due on October 1, 2044. The discount will be amortized and recognized as interest expense as interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or in part, at any time at 100% of their principal amount plus a make-whole premium and accrued and unpaid interest. These notes are guaranteed by certain subsidiaries of the Company. (b) The 5.25% senior unsecured notes due 2054 include an aggregate principal amount of $305,000 on which interest is paid and an unamortized discount balance of $7,233 at December 31, 2022. The notes bear interest at 5.250% per annum and are due on October 1, 2054. The discount will be amortized and recognized as interest expense as interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or in part, at any time at 100% of their principal amount plus a make-whole premium and accrued and unpaid interest. These notes are guaranteed by certain subsidiaries of the Company. (11) LONG-TERM DEBT – CONTINUED (c) On October 18, 2021, the Company along with its wholly-owned subsidiaries Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as borrowers, entered into an amendment and restatement of the revolving credit agreement with the Company’s lenders. The maturity date of the revolving credit facility was extended to October 18, 2026. The credit facility provides for $800,000 of committed unsecured revolving credit loans with available borrowings thereunder to $400,000 in foreign currencies. The Company may increase the credit facility by up to an additional $300,000 at any time, subject to lenders increasing the amount of their commitments. The interest rate on the borrowings will be, at the Company’s option, either: (i) term SOFR (based on a 1-, 3-, or 6-month interest period, as selected by the Company) plus a 10 basis point adjustment plus a spread of 100 to 162.5 basis points, depending on the credit rating of the Company’s senior, unsecured, long-term debt published by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc.; (ii) the higher of ● the prime lending rate , ● the overnight bank rate plus 50 basis points, and ● term SOFR (based on a 1 month interest period) plus 100 basis points, plus, in each case, 0 to 62.5 basis points, depending on the credit rating of the Company’s senior, unsecured, debt published by Standard & Poor’s Rating Services and Mood’s Investors Service, Inc.; or (iii) daily simple SOFR plus a 10 basis point adjustment plus a spread of 100 to 162.5 basis points, depending on the credit rating of the Company’s senior, unsecured, long-term debt published by Standard & Poor’s Rating Services and Mood’s Investors Service, Inc. At December 31, 2022, the Company had $140,513 outstanding borrowings under the revolving credit facility. The revolving credit facility has a maturity date of October 18, 2026, and contains a financial covenant that may limit additional borrowing capability under the agreement. At December 31, 2022, the Company had the ability to borrow $659,401 under this facility, after consideration of standby letters of credit of $162 associated with certain insurance obligations. The Company also maintains certain short-term bank lines of credit totaling $125,034, of which $119,188 was unused at December 31, 2022. The revolving credit facility includes a financial leverage covenant. The Company was in compliance with this covenant at December 31, 2022. The minimum aggregate maturities of long-term debt for each of the five years following 2022 are: $1,194, $860, $679, $141,081, and $10. The obligations arising under the 5.00% senior unsecured notes due 2044, the 5.25% senior unsecured notes due 2054, and the revolving credit facility are guaranteed by the Company and its wholly owned subsidiaries Valmont Telecommunications, Inc., Valmont Coatings, Inc., Valmont Newmark, Inc., and Valmont Queensland Pty. Ltd. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | (12) STOCK-BASED COMPENSATION The Company maintains stock‑based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and bonuses of common stock. At December 31, 2022, 1,722,643 shares of common stock remained available for issuance under the plans. Shares and options issued and available are subject to changes in capitalization. The Company’s policy is to issue shares upon exercise of stock options or vesting of restricted stock units or issuance of restricted stock from treasury shares held by the Company. Under the stock option plans, the exercise price of each option equals the market price at the time of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three years or on the fifth anniversary of the grant. Expiration of grants is seven (12) STOCK-BASED COMPENSATION – CONTINUED At December 31, 2022, the amount of unrecognized stock option compensation expense, to be recognized over a weighted average period of 2.37 years, was approximately $6,814. Compensation expense for stock options was $3,120 in 2022, $2,538 in 2021, and $2,628 in 2020. The Company uses a binomial option pricing model to value its stock options. The fair value of each option grant made in 2022, 2021 and 2020 was estimated using the following assumptions: 2022 2021 2020 Expected volatility 32.36 % 33.01 % 33.72 % Risk-free interest rate 3.75 % 1.26 % 0.43 % Expected life from vesting date 5.4 yrs 4.0 yrs 4.0 yrs Dividend yield 1.10 % 1.20 % 1.24 % Following is a summary of the stock option activity during 2020, 2021 and 2022: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value Outstanding at December 28, 2019 488,560 $ 133.13 Granted 66,231 168.80 Exercised (147,014) 125.43 Forfeited (8,212) 137.49 Outstanding at December 26, 2020 399,565 $ 141.79 4.88 $ 12,103 Options vested or expected to vest at December 26, 2020 389,633 $ 141.56 4.81 11,890 Options exercisable at December 26, 2020 254,498 $ 138.64 3.38 8,510 The weighted average per share fair value of options granted during 2020 was $45.49. Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value Outstanding at December 26, 2020 399,565 $ 141.79 Granted 47,223 252.89 Exercised (169,908) 135.76 Forfeited (416) 132.84 Outstanding at December 25, 2021 276,464 $ 164.48 5.88 $ 22,586 Options vested or expected to vest at December 25, 2021 268,338 $ 163.42 5.80 22,188 Options exercisable at December 25, 2021 154,860 $ 142.15 4.00 15,896 The weighted average per share fair value of options granted during 2021 was $67.81. (12) STOCK-BASED COMPENSATION – CONTINUED Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value Outstanding at December 25, 2021 276,464 $ 164.48 Granted 40,564 332.63 Exercised (121,163) 139.89 Forfeited (175) 104.47 Outstanding at December 31, 2022 195,690 $ 214.62 7.53 $ 22,644 Options vested or expected to vest at December 31, 2022 189,267 $ 212.69 7.48 22,261 Options exercisable at December 31, 2022 90,556 $ 172.08 6.40 14,276 The weighted average per share fair value of options granted during 2022 was $104.01. In accordance with shareholder-approved plans, the Human Resource Committee of the Board of Directors may grant stock under various stock‑based compensation arrangements, including restricted stock awards, restricted stock units, performance based restricted stock units, and stock issued in lieu of cash bonuses. Under such arrangements, stock or cash (as applicable) is issued without direct cost to the employee. The restricted stock units are settled in Company stock when the restriction period ends. Restricted stock units and awards generally vest in equal installments over three years beginning on the first anniversary of the grant. All cash-settled restricted stock units are marked-to-market and presented within other accrued expenses and noncurrent liabilities in the Consolidated Balance Sheets. During fiscal 2022, 2021 and 2020, the Company granted restricted stock units to directors and certain management employees as follows (which are not included in the above stock plan activity tables): 2022 2021 2020 Restricted stock units granted 60,901 216,971 85,251 Weighted‑average per share price on grant date $ 313.75 $ 236.28 $ 161.73 Recognized compensation expense $ 22,664 $ 16,147 $ 9,081 During the second half of 2021, the Company granted 159,982 restricted stock units, worth $36,916, to certain employees of Prospera. These restricted stock units vest in equal installments over four years and require the employees to continue employment over those four years. As such, the related compensation expense will be incurred over the vesting period. At December 31, 2022 the amount of deferred stock‑based compensation granted, to be recognized over a weighted‑average period of 2.73 years, was approximately $50,422. Performance-based restricted stock units (“PSU”) awards consist of shares of the Company’s stock which are payable upon the determination that the Company achieve certain established performance targets and can range from 0% to 200% of the targeted payout based on the actual results. PSUs granted in 2022 and 2021 have a performance period of three years. The fair value of each PSU granted is equal to the fair market value of the Company’s common stock on the date of grant. PSUs granted generally have a three years period cliff vesting schedule; however, according to the grant agreements, if certain conditions are met, the employee (or beneficiary) will receive a prorated amount of the award based on active employment during the service period. During fiscal 2022, 2021 and 2020, the Company granted PSU awards as follows (which are not included in the above stock plan activity tables): 2022 2021 2020 Shares granted 33,736 41,060 35,181 Weighted‑average per share price on grant date $ 215.15 $ 230.40 $ 125.41 Recognized compensation expense $ 16,066 $ 10,035 $ 3,165 |
EARNINGS PER SHARE
EARNINGS PER SHARE | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | (13) EARNINGS PER SHARE The following table provides a reconciliation between basic and diluted earnings per share (“EPS”): Dilutive Effect of Stock Diluted Basic EPS Options EPS 2022: Net earnings attributable to Valmont Industries, Inc. $ 250,863 $ — $ 250,863 Weighted average shares outstanding (000’s) 21,311 269 21,580 Per share amount $ 11.77 $ (0.15) $ 11.62 2021: Net earnings attributable to Valmont Industries, Inc. $ 195,630 $ — $ 195,630 Weighted average shares outstanding (000’s) 21,193 300 21,493 Per share amount $ 9.23 $ (0.13) $ 9.10 2020: Net earnings attributable to Valmont Industries, Inc. $ 140,693 $ — $ 140,693 Weighted average shares outstanding (000’s) 21,315 110 21,425 Per share amount $ 6.60 $ (0.03) $ 6.57 Basic and diluted net earnings and earnings per share in fiscal year 2022 were impacted by a loss from the divestiture of the offshore wind energy structures’ business of $33,273 (no associated tax benefit) ($1.54 per share). Basic and diluted net earnings and earnings per share in fiscal year 2021 were impacted by impairments of long-lived assets (customer relationship intangible asset, trade name, and property, plant and equipment) associated with the offshore wind energy structures business of $21,678 after-tax ($1.01 per share) and a valuation allowance against the deferred tax assets of the offshore wind energy structures business of $5,076 after-tax ($0.24 per share). Basic and diluted net earnings and earnings per share in fiscal year 2020 were impacted by impairments of goodwill and intangible assets in fiscal year 2020 of $16,220 after-tax ($0.76 per share) and restructuring expenses of $17,324 after-tax ($0.81 per share). Earnings per share are computed independently for each of the quarters. Therefore, the sum of the quarterly earnings per share may not equal the total for the year. At the end of fiscal years 2022, 2021, and 2020 there were 40,564, 47,223, and 0 outstanding stock options, respectively, with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share, respectively. |
EMPLOYEE RETIREMENT SAVINGS PLA
EMPLOYEE RETIREMENT SAVINGS PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
EMPLOYEE RETIREMENT SAVINGS PLAN | (14) EMPLOYEE RETIREMENT SAVINGS PLAN Established under Internal Revenue Code Section 401(k), the Valmont Employee Retirement Savings Plan (“VERSP”) is a defined contribution plan available to all eligible employees. Participants can elect to contribute up to 60% of annual pay, on a pre-tax and/or after-tax basis. The Company also makes contributions to the VERSP and a non-qualified deferred compensation plan for certain Company executives. The 2022, 2021, and 2020 Company contributions to these plans amounted to approximately $18,300, $16,000, and $14,800, respectively. The Company sponsors a fully‑funded, non-qualified deferred compensation plan for certain Company executives who otherwise would be limited in receiving company contributions into the VERSP under Internal Revenue Service regulations. The invested assets and related liabilities of these participants were $25,008 and $29,982 at December 31, 2022 and December 25, 2021, respectively. Such amounts are included in “Other assets” and “Deferred compensation” on the Consolidated Balance Sheets. Amounts distributed from the Company’s non-qualified deferred compensation plan to participants under the transition rules of section 409A of the Internal Revenue Code were approximately $4,691 and $8,900 at December 31, 2022 and December 25, 2021, respectively. All distributions were made in cash. |
DISCLOSURES ABOUT THE FAIR VALU
DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS | (15) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying amount of cash and cash equivalents, receivables, accounts payable, notes payable to banks, and accrued expenses approximate fair value because of the short maturity of these instruments. The fair values of each of the Company’s long-term debt instruments are based on the amount of future cash flows associated with each instrument discounted using the Company’s current borrowing rate for similar debt instruments of comparable maturity (Level 2). The fair value estimates are made at a specific point in time and the underlying assumptions are subject to change based on market conditions. At December 31, 2022, the carrying amount of the Company’s long-term debt was $872,129 with an estimated fair value of approximately $807,281. At December 25, 2021, the carrying amount of the Company’s long-term debt was $951,956 with an estimated fair value of approximately $1,175,332. 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 is used. Inputs refers broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. ● Level 3: Unobservable inputs that are not corroborated by market data. The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Following is a description of the valuation methodologies used for assets and liabilities measured at fair value. Trading Securities: The assets and liabilities recorded for the investments held in the Valmont Deferred Compensation Plan 2021 Derivative Financial Instruments: The fair value of foreign currency and commodity forward and cross currency contracts is based on a valuation model that discounts cash flows resulting from the differential between the contract price and the market-based forward rate. Mutual Funds: The Company has short-term investments in various mutual funds. Marketable Securities: The Company’s marketable securities consist of short-term investments in certificates of deposit. Fair Value Measurement Using: Quoted Prices in Significant Other Significant Active Markets Observable Unobservable Carrying Value for Identical Inputs Inputs December 31, 2022 Assets (Level 1) (Level 2) (Level 3) Assets: Trading securities $ 25,008 $ 25,008 $ — $ — Derivative financial instruments, net $ 1,404 $ — $ 1,404 $ — Cash and cash equivalents - mutual funds $ 7,205 $ 7,205 $ — $ — Cash and cash equivalents - marketable securities $ 136 $ — $ 136 $ — (15) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS – CONTINUED Fair Value Measurement Using: Quoted Prices in Significant Other Significant Carrying Value Active Markets Observable Unobservable December 25, for Identical Inputs Inputs 2021 Assets (Level 1) (Level 2) (Level 3) Assets (Liabilities): Trading securities $ 30,076 $ 30,076 $ — $ — Derivative financial instruments, net $ (4,007) $ — $ (4,007) $ — |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | (16) 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 Consolidated Statements of Earnings, while others may be accounted for as fair value, cash flow, or net investment hedges. The Company had open foreign currency forward contracts that are marked to market at December 31, 2022 and December 25, 2021, which are insignificant and thus excluded from the tables below. 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. Fair value of derivative instruments at December 31, 2022 and December 25, 2021 are as follows: Derivatives designated as hedging instruments: Balance sheet location 2022 2021 Commodity forward contracts Accrued expenses $ (3,854) $ (5,802) Foreign currency forward contracts Prepaid expenses and other assets 83 149 Foreign currency forward contracts Accrued expenses — (118) Cross currency swap contracts Prepaid expenses and other assets 5,385 1,764 Cross currency swap contracts Accrued expenses (210) — $ 1,404 $ (4,007) Gains (losses) on derivatives recognized in the Consolidated Statements of Earnings for the years ended December 31, 2022, December 25, 2021, and December 26, 2020 are as follows: Derivatives designated as hedging instruments: Statements of earnings location 2022 2021 2020 Commodity forward contracts Product cost of sales $ (5,212) $ 25,821 $ — Foreign currency forward contracts Product sales — — 1,598 Foreign currency forward contracts Other income (45) (40) 187 Interest rate hedge amortization Interest expense (64) (64) (64) Cross currency swap contracts Loss from divestiture of wind energy structures business 4,827 — — Cross currency swap contracts Interest expense 2,875 2,780 2,738 $ 2,381 $ 28,497 $ 4,459 Cash Flow Hedges During 2021, the Company entered into steel hot rolled coil (“HRC”) forward contracts that qualify as a cash flow hedge of the variability in cash flows attributable to future steel purchases. The forward contracts had a notional amount of $93,498 for the total purchase of 86,100 short tons. During the second quarter of 2022, the Company entered into additional steel HRC forward contracts that qualify as a cash flow hedge of the variability in cash flows attributable to future steel purchases. The forward contracts had a notional amount of $14,010 for the total purchase of 15,000 short tons. As of December 31, 2022, the forward contracts had a notional amount of $9,766 for the total purchase of 10,300 short tons from January 2023 to March 2023. The gain (loss) realized upon settlement will be recorded in product cost of sales in the Consolidated Statements of Earnings over average inventory turns. (16) DERIVATIVE FINANCIAL INSTRUMENTS – CONTINUED During the third quarter of 2022, the Company entered into natural gas commodity forward contracts that qualify as a cash flow hedge of the variability in cash flows attributable to future natural gas purchases. The forward contracts had a notional amount of $5,211 for the total purchase of 770,000 mmBtu from October 2022 to October 2023. During the fourth quarter of 2022, the Company entered into additional natural gas commodity forward contracts that also qualify as a cash flow hedge. The forward contracts had a notional amount of $3,088 for the total purchase of 620,000 mmBtu from January 2023 to October 2024. As of December 31, 2022, the forward contracts had a notional amount of $7,043 for the total purchase of 1,230,000 mmBtu from January 2023 to October 2024. The gain (loss) realized upon settlement will be recorded in “Product cost of sales” in the Consolidated Statements of Earnings in the period consumed. During the third quarter of 2022, 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 qualifies as a fair value hedge, matures in February 2023 and has a notional amount to sell $1,800 in exchange for a stated amount of euros. During 2021, a Brazilian subsidiary with a real functional currency entered into foreign currency forward contracts to mitigate foreign currency risk related to a customer order with components purchased in euros. The forward contracts, which qualified as a cash flow hedge, matured in July and September 2021 and had notional amounts to buy 3,800 euros in exchange for a stated amount of Brazilian real. During 2021, 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, matured in December 2021 and a notional amount to sell $2,000 in exchange for a stated amount of euros. In 2020, a Brazilian subsidiary with a real functional currency entered into foreign currency forward contracts to mitigate foreign currency risk related to a customer order with components purchased in euros. The forward contracts, which qualified as a cash flow hedge, matured in December 2020 and a notional amount to buy 4,500 euros in exchange for a stated amount of Brazilian real. In 2020, a subsidiary with a euro functional currency entered into foreign currency forward contracts to mitigate foreign currency risk related to a large customer order denominated in U.S. dollars. The forward contracts, which qualified as a cash flow hedge, matured in June 2021 and a notional amount to sell $27,500 in exchange for a stated amount of euros. Net Investment Hedges In the second quarter of 2020, the Company early settled its Australian dollar denominated foreign currency forward contracts and received proceeds of $11,983. Amounts will remain in OCI until either the sale or substantially complete liquidation of the related subsidiaries. In the second quarter of 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 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 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) are recorded as cumulative foreign currency translation within AOCI. Net interest receipts will be recorded as a reduction of interest expense over the life of the CCS. During the second half of 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 2022, the Company reclassified the cumulative net investment hedge gain of $4,827 ($3,620 after tax) from OCI to “Loss from divestiture of offshore wind energy structures business” in the Consolidated Statements of Earnings. 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 |
GUARANTEES
GUARANTEES | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees [Abstract] | |
GUARANTEES | (17) GUARANTEES The Company’s product warranty accrual reflects management’s best estimate of probable liability under its product warranties. Historical product claims data is used to estimate the cost of product warranties at the time revenue is recognized. Changes in the product warranty accrual, which is recorded in “Accrued expenses”, for the years ended December 31, 2022 and December 25, 2021, were as follows: 2022 2021 Balance, beginning of period $ 21,308 $ 14,787 Payments made (10,569) (6,444) Change in liability for warranties issued during the period 12,866 13,534 Change in liability for pre-existing warranties (3,832) (569) Balance, end of period $ 19,773 $ 21,308 |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS & CONTINGENCIES | (18) COMMITMENTS & CONTINGENCIES Various claims and lawsuits are pending against Company and certain of its subsidiaries. The Company cannot fully determine the effect of all asserted and unasserted claims on its consolidated results of operations, financial condition, or liquidity. Where asserted and unasserted claims are considered probable and reasonably estimable, a liability has been recorded. The Company does not expect that any known lawsuits, claims, environmental costs, commitments, or contingent liabilities will have a material adverse effect on the consolidated results of operations, financial condition, or liquidity. |
DEFINED BENEFIT RETIREMENT PLAN
DEFINED BENEFIT RETIREMENT PLAN | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
DEFINED BENEFIT RETIREMENT PLAN | (19) DEFINED BENEFIT RETIREMENT PLAN Delta Ltd., a wholly-owned subsidiary of the Company, is the sponsor of the Delta Pension Plan ("Plan"). The Plan provides defined benefit retirement income to eligible employees in the United Kingdom. Pension retirement benefits to qualified employees are 1.67% of final salary per year of service upon reaching the age of 65 years. This Plan has no active employees as members at December 31, 2022. Funded Status The Company recognizes the overfunded or underfunded status of the pension plan as an asset or liability. The funded status represents the difference between the projected benefit obligation (“PBO”) and the fair value of the plan assets. The PBO is the present value of benefits earned to date by plan participants, including the effect of assumed future salary increases (if applicable) and inflation. Plan assets are measured at fair value. Because the pension plan is denominated in British pounds sterling, the Company used exchange rates of $1.209/£ and $1.356/£ to translate the net pension liability into U.S. dollars at December 31, 2022 and December 25, 2021, respectively. The PBO was $435,711 at December 31, 2022. The net funded status of $24,216 at December 31, 2022 is recorded as a noncurrent asset reflecting, in part, a significant actuarial gain for the period from December 25, 2021 to December 31, 2022 attributed to an increase in the discount rate. Projected Benefit Obligation and Fair Value of Plan Assets As there are no active employees in the plan, the ABO is equal to the PBO for all years presented. The overfunded ABO represents the difference between the PBO and the fair value of plan assets. (19) DEFINED BENEFIT RETIREMENT PLAN – CONTINUED Changes in the PBO and fair value of plan assets for the pension plan for the period from December 26, 2020 to December 25, 2021 were as follows: Projected Benefit Plan Funded Obligation Assets status Fair Value at December 26, 2020 $ 860,173 $ 741,650 $ (118,523) Employer contributions — 1,924 Interest cost 9,896 — Actual return on plan assets — 48,637 Benefits paid (22,952) (22,952) Actuarial gain (77,379) — Currency translation (8,032) (8,089) Fair Value at December 25, 2021 $ 761,706 $ 761,170 $ (536) Changes in the PBO and fair value of plan assets for the pension plan for the period from December 25, 2021 to December 31, 2022 were as follows: Projected Benefit Plan Funded Obligation Assets status Fair Value at December 25, 2021 $ 761,706 $ 761,170 $ (536) Employer contributions — 17,155 Interest cost 12,551 — Actual return on plan assets — (228,493) Benefits paid (20,175) (20,175) Actuarial gain (248,252) — Currency translation (70,119) (69,730) Fair Value at December 31, 2022 $ 435,711 $ 459,927 $ 24,216 Actuarial gain decreased the projected benefit obligation resulted from an increase in the discount rate to 4.80% in 2022 versus 1.90%. Pre-tax amounts recognized in accumulated other comprehensive income (loss) as of December 31, 2022 and December 25, 2021 consisted of actuarial gains (losses): Balance December 26, 2020 $ (165,258) Actuarial gain 102,529 Prior service costs amortization 550 Currency translation gain 1,239 Balance December 25, 2021 (60,940) Actuarial loss (2,915) Prior service costs amortization 493 Currency translation gain 5,451 Balance December 31, 2022 $ (57,911) Assumptions Percentages 2022 2021 Discount rate 4.80 % 1.90 % Salary increase N/A N/A CPI inflation 2.35 % 2.70 % RPI inflation 3.25 % 3.30 % (19) DEFINED BENEFIT RETIREMENT PLAN – CONTINUED Expense/(Benefit) Pension benefit is determined based upon the annual service cost of benefits (the actuarial cost of benefits earned during a period) and the interest cost on those liabilities, less the expected return on plan assets. The interest cost component is calculated using the full yield curve approach to estimate the interest cost by applying the specific spot rates along the yield curve used to determine the present value of the benefit plan obligations to relevant cash outflows for the corresponding year. The expected long-term rate of return on plan assets is applied to the fair value of plan assets. Differences in actual experience in relation to assumptions are not recognized in net earnings immediately, but are deferred and, if necessary, amortized as pension expense. The components of the net periodic pension benefit for the fiscal years ended December 31, 2022 and December 25, 2021 were as follows: Net periodic (benefit) expense: 2022 2021 Interest cost $ 12,551 $ 9,896 Expected return on plan assets (23,131) (27,763) Amortization of prior service cost 493 550 Amortization of actuarial loss — 2,750 Net periodic benefit $ (10,087) $ (14,567) Assumptions Percentages 2022 2021 Discount rate for benefit obligations 1.90 % 1.40 % Discount rate for interest cost 1.80 % 1.15 % Expected return on plan assets 3.48 % 3.96 % CPI Inflation 2.70 % 2.00 % RPI Inflation 3.30 % 2.90 % The discount rate is based on the yields of AA-rated corporate bonds with durational periods similar to that of the pension liabilities. The expected return on plan assets is based on the asset allocation mix and the historical return, taking into account current and expected market conditions. The expected return of plan assets decreased from 3.96% to 3.48% for 2022 as the investment composition has more liability matching versus return seeking assets. Inflation is based on expected changes in the consumer price index or the retail price index in the U.K. depending on the relevant plan provisions. Cash Contributions The Company completed negotiations with Plan trustees in 2022 regarding annual funding for the Plan. The annual contributions into the Plan are $16,000 (/£13,100) per annum as part of the Plan’s recovery plan, along with a contribution to cover the administrative costs of the Plan of approximately $1,600 (/£1,300) per annum. In December 2020, the Company made its required 2021 annual contribution in addition to the required 2020 annual contribution that was made earlier in fiscal 2020. Benefit Payments The following table details expected pension benefit payments for the years 2023 through 2032: 2023 $ 20,432 2024 21,036 2025 21,641 2026 22,366 2027 22,970 Years 2028 - 2032 125,733 (19) DEFINED BENEFIT RETIREMENT PLAN – CONTINUED Asset Allocation Strategy The investment strategy for pension plan assets is to maintain a diversified portfolio consisting of ● Long-term fixed ‑ income securities that are investment grade or government ‑ backed in nature; ● Common stock mutual funds in U.K. and non-U.K. companies, and ● Diversified growth funds, which are invested in a number of investments, including common stock, fixed income funds, properties and commodities. The Plan, as required by U.K. law, has an independent trustee that sets investment policy. The general strategy is to invest approximately 50% of the assets of the plan in common stock mutual funds and diversified growth funds, with the remainder of the investments in long-term fixed income securities, including corporate bonds and index-linked U.K. gilts. The trustees regularly consult with representatives of the plan sponsor and independent advisors on such matters. The pension plan investments are held in a trust. The weighted‑average maturity of the corporate bond portfolio was 13 years at December 31, 2022. Fair Value Measurements The pension plan assets are valued at fair value. The following is a description of the valuation methodologies used for the investments measured at fair value, including the general classification of such instruments pursuant to the valuation hierarchy. Leveraged Inflation-Linked Gilts (“LDIs”) Temporary Cash Investments Corporate Bonds Corporate Stock Secured Income Asset (“SIA”) Funds (19) DEFINED BENEFIT RETIREMENT PLAN – CONTINUED At December 31, 2022 and December 25, 2021, the pension plan assets measured at fair value on a recurring basis were as follows: Quoted Prices in Significant Other Significant Active Markets Observable Unobservable for Identical Inputs Inputs December 31, 2022 Inputs (Level 1) (Level 2) (Level 3) Total Plan assets at fair value: Temporary cash investments $ 5,916 $ — $ — $ 5,916 Total plan net assets at fair value $ 5,916 $ — $ — $ 5,916 Plan assets at NAV: Leveraged inflation-linked gilt funds 206,555 Corporate bonds 63,953 Corporate stock 55,379 Secured income asset funds 128,124 Total plan assets at NAV 454,011 Total plan assets $ 459,927 Quoted Prices in Significant Other Significant Active Markets Observable Unobservable for Identical Inputs Inputs December 25, 2021 Inputs (Level 1) (Level 2) (Level 3) Total Plan assets at fair value: Temporary cash investments $ 14,000 $ — $ — $ 14,000 Total plan net assets at fair value $ 14,000 $ — $ — $ 14,000 Plan assets at NAV: Leveraged inflation-linked gilt funds 283,288 Corporate bonds 107,945 Corporate stock 212,730 Secured income asset funds 143,207 Total plan assets at NAV 747,170 Total plan assets $ 761,170 |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
LEASES | (20) LEASES The Company has operating leases for plant locations, corporate offices, sales offices, and certain equipment. Outstanding leases at December 31, 2022 have remaining lease terms of one year to twenty-five years, some of which include options to extend leases for up to ten years. The Company does not have any financing leases. The Company elected practical expedients not to reassess whether existing contracts are or contain leases, to not reassess the lease classification of any existing leases, to not reassess initial direct costs for any existing leases, to use hindsight in determining the lease term and in assessing impairment of the right-of-use asset, and to not separate lease and non-lease components for all classes of underlying assets. The Company determines if an arrangement is a lease at inception. Operating leases are included in “Other assets”, “Other accrued expenses”, and “Operating lease liabilities” in the Consolidated Balance Sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make future lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The Company used its collateralized incremental borrowing rate in determining the present value of future lease payments. The operating lease ROU asset also includes any lease payments made and excludes any lease incentives and impairments. Some of the Company’s facility leases include options to extend the lease when it is reasonably certain that the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company commenced on a new corporate headquarters operating lease with straight-line annual expense of approximately $5,100, a 2% annual increase in lease payment, and a 25-year term during 2021. In recognition of this lease, an operating lease asset of $71,853 and an operating long-term liability of $71,196 was recognized. (20) LEASES – CONTINUED Lease cost and other information related to the Company’s operating leases at December 31, 2022 and December 25, 2021 are as follows: Fifty-three Fifty-two weeks ended weeks ended December 31, December 25, 2022 2021 Operating lease cost $ 31,062 $ 27,421 Operating cash outflows from operating leases $ 33,150 $ 27,793 ROU assets obtained in exchange for lease obligations $ 27,480 $ 86,481 Weighted average remaining lease term 17 years 17 years Weighted average discount rate 4.2 % 4.0 % Operating lease cost includes approximately $1,600 for short-term lease costs and approximately $4,400 for variable lease payments in 2022. Supplemental balance sheet information related to operating leases as of December 31, 2022 and December 25, 2021 is as follows: December 31, December 25, Classification 2022 2021 Operating lease assets Other assets $ 162,930 $ 152,664 Operating lease short-term liabilities Other accrued expenses 16,857 16,754 Operating lease long-term liabilities Operating lease liabilities 155,469 147,759 Total lease liabilities $ 172,326 $ 164,513 Minimum lease payments under operating leases expiring subsequent to December 31, 2022 are as follows: Fiscal year ending: 2023 $ 23,815 2024 20,689 2025 19,615 2026 17,333 2027 13,924 Subsequent 147,767 Total minimum lease payments $ 243,143 Less: Interest $ 70,817 Present value of minimum lease payments $ 172,326 |
BUSINESS SEGMENTS
BUSINESS SEGMENTS | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
BUSINESS SEGMENTS | (21) BUSINESS SEGMENTS During the first quarter of 2022, the Company’s CODM changed the Company’s management structure and began to manage the business, allocate resources, and evaluate performance based on the new structure. As a result, the Company has realigned to a two reportable segment structure organized by market dynamics (Infrastructure and Agriculture). Three operating segments resulted from the new management structure and two are aggregated into the Agriculture reportable segment. The Company considers gross profit margins, nature of products sold, nature of the production processes, type and class of customer, and methods used to distribute products when assessing aggregation of operating segments. The Infrastructure segment includes the previous reportable segments of Utility Support Structures, Engineered Support Structures, and Coatings. All prior period segment information has been recast to reflect this change in reportable segments. The Company has two reportable segments based on its management structure. Each segment is global in nature with a manager responsible for segment operational performance and the allocation of capital within the segment. Net corporate expense is net of certain service‑related expenses that are allocated to business units generally on the basis of employee headcounts and sales dollars. Reportable segments are as follows: INFRASTRUCTURE: AGRICULTURE: In addition to these two reportable segments, the Company had a business and related activities that is not more than 10% of consolidated sales, operating income or assets. This includes the offshore wind energy structures business and was reported in the “Other” segment until its divestiture in 2022. The accounting policies of the reportable segments are the same as those described in Note 1. The Company evaluates the performance of its business segments based upon operating income and invested capital. The Company’s operating income for segment purposes excludes unallocated corporate general and administrative expenses, interest expense, non-operating income and deductions, or income taxes. (21) BUSINESS SEGMENTS – CONTINUED Summary by Business 2022 2021 2020 SALES: Infrastructure $ 2,928,419 $ 2,372,100 $ 2,141,741 Agriculture 1,346,672 1,028,717 645,831 Other 100,219 123,001 120,063 Total 4,375,310 3,523,818 2,907,635 INTERSEGMENT SALES: Infrastructure (18,673) (10,576) (6,541) Agriculture (11,387) (11,667) (5,739) Other — — — Total (30,060) (22,243) (12,280) NET SALES: Infrastructure 2,909,746 2,361,524 2,135,200 Agriculture 1,335,285 1,017,050 640,092 Other 100,219 123,001 120,063 Total $ 4,345,250 $ 3,501,575 $ 2,895,355 OPERATING INCOME (LOSS): Infrastructure 354,499 273,598 217,364 Agriculture 179,263 137,027 83,046 Other 2,259 (40,192) (8,192) Corporate (102,772) (83,648) (66,265) Total $ 433,249 $ 286,785 $ 225,953 Fifty-three weeks ended December 31, 2022 Infrastructure Agriculture Other Intersegment Sales Consolidated Geographical market: North America $ 2,234,339 $ 766,929 $ — $ (26,248) $ 2,975,020 International 694,080 579,743 100,219 (3,812) 1,370,230 Total $ 2,928,419 $ 1,346,672 $ 100,219 $ (30,060) $ 4,345,250 Product line: Transmission, Distribution, and Substation $ 1,184,660 $ — $ — $ — $ 1,184,660 Lighting and Transportation 940,462 — — — 940,462 Coatings 356,707 — — (15,327) 341,380 Telecommunications 320,342 — — — 320,342 Renewable Energy 126,248 — 100,219 (3,346) 223,121 Irrigation Equipment and Parts, excluding Technology — 1,231,587 — (11,387) 1,220,200 Technology Products and Services — 115,085 — — 115,085 Total $ 2,928,419 $ 1,346,672 $ 100,219 $ (30,060) $ 4,345,250 (21) BUSINESS SEGMENTS – CONTINUED Fifty-two weeks ended December 25, 2021 Infrastructure Agriculture Other Intersegment Sales Consolidated Geographical market: North America $ 1,724,531 $ 545,574 $ — $ (22,243) $ 2,247,862 International 647,569 483,143 123,001 — 1,253,713 Total $ 2,372,100 $ 1,028,717 $ 123,001 $ (22,243) $ 3,501,575 Product line: Transmission, Distribution, and Substation $ 935,099 $ — $ — $ — $ 935,099 Lighting and Transportation 825,923 — — — 825,923 Coatings 309,647 — — (10,575) 299,072 Telecommunications 238,527 — — — 238,527 Renewable Energy 62,904 — 123,001 — 185,905 Irrigation Equipment and Parts, excluding Technology — 930,858 — (11,668) 919,190 Technology Products and Services — 97,859 — — 97,859 Total $ 2,372,100 $ 1,028,717 $ 123,001 $ (22,243) $ 3,501,575 Fifty-two weeks ended December 26, 2020 Infrastructure Agriculture Other Intersegment Sales Consolidated Geographical market: North America $ 1,574,802 $ 378,424 $ — $ (12,280) $ 1,940,946 International 566,939 267,407 120,063 — 954,409 Total $ 2,141,741 $ 645,831 $ 120,063 $ (12,280) $ 2,895,355 Product line: Transmission, Distribution, and Substation $ 795,693 $ — $ — $ — $ 795,693 Lighting and Transportation 797,335 — — — 797,335 Coatings 276,087 — — (6,541) 269,546 Telecommunications 186,244 — — — 186,244 Renewable Energy 86,382 — 120,063 — 206,445 Irrigation Equipment and Parts, excluding Technology — 578,686 — (5,739) 572,947 Technology Products and Services — 67,145 — — 67,145 Total $ 2,141,741 $ 645,831 $ 120,063 $ (12,280) $ 2,895,355 2022 2021 2020 OPERATING INCOME (LOSS): Infrastructure $ 354,499 $ 273,598 $ 217,364 Agriculture 179,263 137,027 83,046 Other 2,259 (40,192) (8,192) Corporate (102,772) (83,648) (66,265) Total 433,249 286,785 225,953 Interest expense, net (45,519) (41,420) (38,701) Loss from divestiture of wind energy structures business (33,273) — — Other 9,431 14,718 5,516 Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries $ 363,888 $ 260,083 $ 192,768 (21) BUSINESS SEGMENTS – CONTINUED 2022 2021 2020 TOTAL ASSETS: Infrastructure $ 2,267,800 $ 2,102,851 $ 1,933,970 Agriculture 1,112,588 1,027,272 465,322 Other — 67,592 137,316 Corporate 176,608 249,534 416,552 Total $ 3,556,996 $ 3,447,249 $ 2,953,160 2022 2021 2020 CAPITAL EXPENDITURES: Infrastructure $ 53,228 $ 72,129 $ 81,074 Agriculture 32,886 17,509 16,740 Other — 345 — Corporate 7,174 17,807 8,886 Total $ 93,288 $ 107,790 $ 106,700 2022 2021 2020 DEPRECIATION AND AMORTIZATION: Infrastructure $ 62,398 $ 59,748 $ 58,985 Agriculture 23,681 17,813 12,098 Other 1,393 5,988 5,848 Corporate 9,695 9,028 5,961 Total $ 97,167 $ 92,577 $ 82,892 Summary by Geographical Area by Location of Valmont Facilities: 2022 2021 2020 NET SALES: United States $ 2,965,673 $ 2,260,198 $ 1,919,136 Australia 292,072 297,720 252,253 Brazil 354,497 200,402 103,591 Denmark 100,219 123,001 120,063 Other 632,789 620,254 500,312 Total $ 4,345,250 $ 3,501,575 $ 2,895,355 LONG-LIVED ASSETS: United States $ 1,246,956 $ 1,172,552 $ 748,886 Australia 82,290 173,240 179,673 Brazil 42,259 28,583 17,151 Denmark — 21,232 61,546 Other 404,906 338,879 391,279 Total $ 1,776,411 $ 1,734,486 $ 1,398,535 No single customer accounted for more than 10% of net sales in 2022, 2021, or 2020. Net sales by geographical area are based on the location of the facility producing the sales and do not include sales to other operating units of the Company. Brazil and Australia accounted for approximately 8% and 7% of the Company’s net sales in 2022, respectively; no other foreign country accounted for more than 3% of the Company’s net sales. Operating income by business segment are based on net sales less identifiable operating expenses and allocations and includes profits recorded on sales to other operating units of the Company. Long-lived assets consist of property, plant, and equipment, net of depreciation, goodwill, other intangible assets, and other assets. Long-lived assets by geographical area are based on location of facilities. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Valmont Industries, Inc. and its wholly and majority‑owned subsidiaries (the “Company”). Investments in 20% to 50% owned affiliates and joint ventures are accounted for by the equity method. Investments in less than 20% owned affiliates are accounted for by the cost method. All intercompany items have been eliminated. |
Cash Overdrafts | Cash Overdrafts Cash book overdrafts totaling $25,075 and $19,670 were classified as accounts payable at December 31, 2022 and December 25, 2021, respectively. The Company’s policy is to report the change in book overdrafts as an operating activity in the Consolidated Statements of Cash Flows. |
Change in Reportable Segments | Change in Reportable Segments During the first quarter of 2022, the Company’s Chief Executive Officer, as the chief operating decision maker, made changes to the Company’s management structure and began to manage the business, allocate resources, and evaluate performance under the new structure. As a result, the Company has realigned its reportable segment structure. All prior period segment information has been recast to reflect this change in reportable segments. Refer to Note 21 for additional 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 allocation of capital within the segment. Reportable segments are as follows: INFRASTRUCTURE: This segment consists of the manufacture and distribution of products and solutions to serve the infrastructure markets of utility, renewable energy, lighting, transportation, and telecommunications, and coatings services to preserve metal products. 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. In addition to these two reportable segments, the Company had a business and related activities that was not more than 10% of consolidated sales, operating income, or assets. This includes the offshore wind energy structures business and is reported in the “Other” segment until its divestiture in 2022. |
Fiscal Year | Fiscal Year The Company operates on a 52 or 53 week fiscal year with each year ending on the last Saturday in December. Accordingly, the Company’s fiscal year ended December 31, 2022 consisted of 53 weeks and the Company’s fiscal years ended December 25, 2021 and December 26, 2020 consisted of 52 weeks. The estimated impact on the Company's results of operations due to the extra week in fiscal year 2022 was additional net sales of approximately $80,800 and additional net earnings of approximately $5,300. |
Accounts Receivable | Accounts Receivable Accounts receivable are reported on the balance sheet net of any allowance for doubtful accounts. Allowances are maintained in amounts considered to be appropriate in relation to the outstanding receivables based on age of the receivable, economic conditions and customer credit quality. As the Company’s international business has grown, the exposure to potential losses in international markets has also increased. These exposures can be difficult to estimate, particularly in areas of political instability, with governments with which the Company has limited experience, or where there is a lack of transparency as to the current credit condition of governmental units. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED The following table details the balances of the allowance for doubtful receivables and changes therein: Balance at Charged to Currency Deductions Balance at Beginning of Profit and Translation from Close of For periods ended: Period Loss Adjustment Reserves Period December 31, 2022 $ 18,050 $ 4,237 $ (522) $ (875) $ 20,890 December 25, 2021 15,952 3,379 (339) (942) 18,050 December 26, 2020 9,548 7,957 260 (1,813) 15,952 The Company sells trade accounts receivable at a discount under uncommitted trade accounts receivable sale programs to third party financial institutions without recourse. As these accounts receivable are sold without recourse, the Company does not retain the associated risks following the transfer of such accounts receivable to the financial institutions. Transfers of accounts receivable are accounted for as sales and, accordingly, accounts receivables sold are excluded from “Receivables, less allowance” on the Consolidated Balance Sheets and cash proceeds are reflected in “Cash flows from operating activities” on the Consolidated Statements of Cash Flows. The difference between the carrying amount of the trade accounts receivables sold and the cash received, or discount, is recorded in “Other” expenses on the Consolidated Statements of Earnings. At December 31, 2022 and December 25, 2021, the Company sold trade accounts receivable of $100.0 million and $25.4 million, respectively. The fees associated with trade accounts receivables sold are immaterial. |
Inventories | Inventories Inventory is valued at the lower of cost, determined on the first-in, first-out (“FIFO”) 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. |
Long-Lived Assets | Long-Lived Assets Property, plant, and equipment are recorded at historical cost. The Company generally uses the straight-line method in computing depreciation and amortization for financial reporting purposes and accelerated methods for income tax purposes. The annual provisions for depreciation and amortization have been computed principally in accordance with the following ranges of asset lives: buildings and improvements 15 to 40 years, machinery and equipment 3 to 12 years, transportation equipment 3 to 24 years, office furniture and equipment 3 to 7 years, and intangible assets 5 to 20 years. Depreciation expense in fiscal 2022, 2021, and 2020 was $73,938, $70,223, and $63,890, respectively. An impairment loss is recognized if the carrying amount of an asset may not be recoverable and exceeds estimated future undiscounted cash flows of the asset. A recognized impairment loss reduces the carrying amount of the asset to its estimated fair value. The Company recognized a pre-tax $27,900 impairment of long-lived assets (property, plant, and equipment, customer relationship intangible asset, and trade name) in 2021 when it determined that its offshore wind energy business reporting unit would not generate sufficient cash flows to recover the carrying values. An impairment test was required in November 2021 when the Company received clarifying information on the competitive environment of this reporting unit in Europe. Impairment losses were recorded in 2020 as facilities were closed and future plans for certain fixed assets changed in connection with the Company’s restructuring plans. The Company evaluates its reporting units for impairment of goodwill during the third fiscal quarter of each year, or when events or changes in circumstances indicate the carrying value may not be recoverable. Reporting units are evaluated using after-tax operating cash flows (less capital expenditures) discounted to present value (“discounted cash flows”). For the solar tracking reporting unit, the Company valued this reporting unit using a blend of the discounted cash flows and multiple of earnings before interest, taxes, depreciation, and amortization (“EBITDA”) approach. Indefinite‑lived intangible assets are assessed separately from goodwill as part of the annual impairment testing, using a relief-from-royalty method. If the underlying assumptions related to the valuation of a reporting unit’s goodwill or an indefinite‑lived intangible asset change materially before or after the annual impairment testing, the reporting unit or asset is evaluated for potential impairment. In these evaluations, management considers recent operating performance, expected future performance, industry conditions, and other indicators of potential impairment. See footnote 8 for details of impairments recognized during 2021. |
Leases | Leases The Company's operating leases are included in “Other assets” and “Operating lease liabilities” in the Consolidated Balance Sheets. |
Income Taxes | Income Taxes The Company uses the asset and liability method to calculate deferred income taxes. Deferred tax assets and liabilities are recognized on temporary differences between financial statement and tax bases of assets and liabilities using enacted tax rates. The effect of tax rate changes on deferred tax assets and liabilities is recognized in income during the period that includes the enactment date. |
Warranties | Warranties The Company’s provision for product warranty reflects management’s best estimate of probable liability under its product warranties. Estimated future warranty costs are recorded at the time a sale is recognized. Future warranty liability is determined based on applying historical claim rate experience to units sold that are still within the warranty period. In addition, the Company records provisions for known warranty claims. |
Pension Benefits | Pension Benefits Certain expenses are incurred in connection with a defined benefit pension plan. In order to measure expense and the related benefit obligation, various assumptions are made including discount rates used to value the obligation, expected return on plan assets used to fund these expenses, and estimated future inflation rates. These assumptions are based on historical experience as well as current facts and circumstances. An actuarial analysis is used to measure the expense and liability associated with pension benefits. |
Stock Plans | Stock Plans The Company maintains stock-based compensation plans approved by the shareholders, which provide that the Human Resource Committee of the Board of Directors may grant incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock awards, restricted stock units, and bonuses of common stock. |
Fair Value | Fair Value The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurement |
Derivative Instrument | Derivative Instruments The Company may enter into derivative financial instruments to manage risk associated with fluctuation in interest rates, foreign currency rates, or commodities. Where applicable, the Company may elect to account for such derivatives as either a cash flow, fair value, or net investment hedge. (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED |
Comprehensive Income | Comprehensive Income (Loss) Comprehensive income (loss) includes net earnings, currency translation adjustments, certain derivative-related activity, and changes in net actuarial gains / losses from a pension plan. Results of operations for foreign subsidiaries are translated using the average exchange rates during the period. Assets and liabilities are translated at the exchange rates in effect on the balance sheet dates. The components of accumulated other comprehensive income (loss) consisted of the following: Foreign Accumulated Currency Defined Other Translation Hedging Benefit Comprehensive Adjustments Activities Pension Plan Income (Loss) Balance at December 25, 2021 $ (243,350) $ 15,777 $ (35,554) $ (263,127) Current period comprehensive income (loss) (43,426) 7,942 1,345 (34,139) Divestiture of offshore wind energy structures business 25,977 (3,620) — 22,357 Balance at December 31, 2022 $ (260,799) $ 20,099 $ (34,209) $ (274,909) |
Revenue Recognition | Revenue Recognition The Company determines the appropriate revenue recognition 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 of goods. Contract revenues are classified as service sales when the performance obligation is the performance of a service. Service revenue is primarily related to the Coatings and Technology Products and Services product lines. Customer acceptance provisions exist primarily in the design stage of products (on a limited basis, the Company may agree to other acceptance terms), and acceptance of the design by the customer is required before the project is manufactured and delivered to the customer. The Company is not entitled to any compensation solely based on design of the product and does not recognize this service as a separate performance obligation and, therefore, no revenue is recognized with the design stage. No general rights of return exist for customers once the product has been delivered and the Company establishes provisions for estimated warranties. The Company does not sell extended warranties for any of its products. Shipping and handling costs associated with sales are recorded as costs of goods sold. The Company elected to use the practical expedient of treating freight as a fulfillment obligation instead of a separate performance obligation and ratably recognize freight expense as the structure is being manufactured, when the revenue from the associated customer contract is being recognized over time. With the exception of the transmission, distribution, and substation structures ("TD&S") product line, the renewable energy product line, and the telecommunication structures product line, the Company’s inventory is interchangeable for a variety of each segment’s customers. The Company has elected to not disclose the partially satisfied performance obligation at the end of the period when the contract has an original expected duration of one year or less. In addition, the Company does not adjust the amount of consideration to be received in a contract for any significant financing component if payment is expected within twelve months of transfer of control of goods or services. The Company’s contract assets as of December 31, 2022 and December 25, 2021 totaled $174,539 and $142,643, 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. At December 31, 2022 and December 25, 2021, total contract liabilities were $178,531 and $213,203, respectively. At December 31, 2022, $172,915 was recorded as contract liabilities and $5,616 was recorded as other noncurrent liabilities on the consolidated balance sheets. Additional details are as follows: (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED ● During the fiscal year ended December 31, 2022 and December 25, 2021, the Company recognized $96,373 and $105,406 of revenue that was included in the total contract liability as of December 25, 2021 and December 26, 2020, respectively. The revenue recognized was due to applying advance payments received for performance obligations completed during the period. ● At December 31, 2022, the Company had $11,080 of remaining performance obligations on contracts with an original expected duration of one year or more and expects to complete the remaining performance obligations on these contracts within the next 12 to 24 months . Segment and Product Line Revenue Recognition Infrastructure Segment Steel and concrete utility structures within the TD&S product lines 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 telecommunication structure 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 produce the order. The completion percentage is applied to the order’s total revenue and total estimated costs to determine reported revenue, cost of goods sold, and gross profit. Production of an order, once started, is typically completed within three months. Depending on the product sold, revenue from renewable energy is recognized both upon shipment or delivery of goods to the customer depending on contract terms, or by using an inputs method, based on the ratio of costs incurred to-date to the total estimated costs at completion of the performance obligation. External sales agents are used in certain TD&S sales and the Company has chosen to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured. For the structures sold for lighting and transportation and for the majority of telecommunication products, revenue is recognized upon shipment or delivery of goods to the customer depending on contract terms, which is the same point in time that the customer is billed. There are also large regional customers who have unique product specifications for telecommunication structures. When the customer contract includes a cancellation clause that would require them to pay for work completed plus a reasonable margin if an order was canceled, revenue is recognized over time based on hours worked as a percent of total estimated hours to complete production. The Coatings product line revenues are derived by providing coating services to customers’ products, which include galvanizing, anodizing, and powder coating. Revenue is recognized once the coating service has been performed and the goods are ready to be picked up or delivered to the customer which is the same time that the customer is billed. Agriculture Segment Revenue recognition from the manufacture of irrigation equipment and related parts and services (including tubular products for industrial customers) is generally upon shipment of the goods to the customer which is the same point in time that the customer is billed. The remote monitoring subscription services recognized as part of technology services product line are primarily billed annually and revenue is recognized on a straight-line basis over the subsequent twelve months (contract terms). (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED Disaggregation of revenue by product line is disclosed in the “Business Segments” footnote. A breakdown by segment of revenue recognized over time and revenue recognized at a point in time for the fiscal years ended December 31, 2022 and December 25, 2021 is as follows: Fiscal Year 2022 Fiscal Year 2021 Fiscal Year 2020 Point in Over Point in Over Point in Over Time Time Time Time Time Time Infrastructure $ 1,687,458 $ 1,222,288 $ 1,388,297 $ 973,227 $ 1,296,497 $ 838,703 Agriculture 1,307,681 27,604 996,278 20,772 624,831 15,261 Other — 100,219 — 123,001 — 120,063 Total $ 2,995,139 $ 1,350,111 $ 2,384,575 $ 1,117,000 $ 1,921,328 $ 974,027 |
Use of Estimates | Use of Estimates Management of the Company has made a number of estimates and assumptions relating to the reporting of assets and liabilities, the reported amounts of revenue and expenses, and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with generally accepted accounting principles. Actual results could differ from those estimates. |
Equity Method Investments | Equity Method Investments The Company has equity method investments in non-consolidated subsidiaries which are recorded within “Other assets” on the Consolidated Balance Sheets. |
Treasury Stock | Treasury Stock Repurchased shares are recorded as “Cost of treasury stock” and result in a reduction of “Shareholders’ equity.” When treasury shares are reissued, the Company uses the last-in, first-out method, and the difference between the repurchase cost and re-issuance price is charged or credited to “Additional paid-in capital”. In May 2014, the Company announced a capital allocation philosophy which 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. 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. As of December 31, 2022, the Company has acquired 6,613,018 shares for approximately $918,600 under this share repurchase program. Subsequent to year end, on February 27, 2023, the Board of Directors increased the amount remaining under the program by an additional $400,000, with no stated expiration date. |
Research and Development | Research and Development Research and development costs are charged to operations in the year incurred. These costs are a component of “Selling, general, and administrative expenses” on the Consolidated Statements of Earnings. Research and development expenses were approximately $46,000 in 2022, $37,000 in 2021, and $21,400 in 2020. |
Recently Issued Accounting Pronouncements (not yet adopted) | Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2020-04 (ASU 2020-04), Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED Recently Issued Accounting Pronouncements (Not Yet Adopted) In September 2022, the FASB issued Accounting Standards Update No. 2022-04 (ASU 2022-04), Liabilities - Supplier Finance Programs (Topic 450-50): Disclosure of Supplier Finance Program Obligations |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Components of Accumulated Other Comprehensive Income (Loss) | The components of accumulated other comprehensive income (loss) consisted of the following: Foreign Accumulated Currency Defined Other Translation Hedging Benefit Comprehensive Adjustments Activities Pension Plan Income (Loss) Balance at December 25, 2021 $ (243,350) $ 15,777 $ (35,554) $ (263,127) Current period comprehensive income (loss) (43,426) 7,942 1,345 (34,139) Divestiture of offshore wind energy structures business 25,977 (3,620) — 22,357 Balance at December 31, 2022 $ (260,799) $ 20,099 $ (34,209) $ (274,909) |
Schedule of Disaggregation of Revenue | Disaggregation of revenue by product line is disclosed in the “Business Segments” footnote. A breakdown by segment of revenue recognized over time and revenue recognized at a point in time for the fiscal years ended December 31, 2022 and December 25, 2021 is as follows: Fiscal Year 2022 Fiscal Year 2021 Fiscal Year 2020 Point in Over Point in Over Point in Over Time Time Time Time Time Time Infrastructure $ 1,687,458 $ 1,222,288 $ 1,388,297 $ 973,227 $ 1,296,497 $ 838,703 Agriculture 1,307,681 27,604 996,278 20,772 624,831 15,261 Other — 100,219 — 123,001 — 120,063 Total $ 2,995,139 $ 1,350,111 $ 2,384,575 $ 1,117,000 $ 1,921,328 $ 974,027 |
Accounts Receivable, Allowance for Credit Loss | (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES – CONTINUED The following table details the balances of the allowance for doubtful receivables and changes therein: Balance at Charged to Currency Deductions Balance at Beginning of Profit and Translation from Close of For periods ended: Period Loss Adjustment Reserves Period December 31, 2022 $ 18,050 $ 4,237 $ (522) $ (875) $ 20,890 December 25, 2021 15,952 3,379 (339) (942) 18,050 December 26, 2020 9,548 7,957 260 (1,813) 15,952 |
ACQUISITIONS (Tables)
ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Conceal Fab | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | As of June 1, 2022 Current assets $ 21,133 Customer relationships 26,200 Trade name 5,000 Property, plant & equipment 3,813 Other assets 9,108 Goodwill 42,465 Total fair value of assets acquired $ 107,719 Current liabilities 6,658 Long-term debt 2,038 Operating lease liabilities 7,812 Deferred taxes 5,464 Other noncurrent liabilities 12 Total fair value of liabilities assumed $ 21,984 Non-controlling interest in consolidated subsidiaries 41,693 Net assets acquired $ 44,042 |
Prospera | |
Business Acquisition [Line Items] | |
Schedule of Business Acquisitions, by Acquisition | As of May 12, 2021 Current assets $ 647 Developed technology 32,900 Trade name 2,850 Property, plant & equipment 1,063 Goodwill 273,453 Total fair value of assets acquired $ 310,913 Current liabilities 2,690 Deferred taxes 8,223 Total fair value of liabilities assumed $ 10,913 Net assets acquired $ 300,000 |
DIVESTITURES - Assets and liabi
DIVESTITURES - Assets and liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of assets and liabilities, pre-tax loss from divestiture | Cash and cash equivalents $ 12,420 Receivables, net 35,407 Inventories 1,144 Contract assets 19,127 Prepaid expenses and other assets 1,852 Net property, plant, and equipment 12,915 Intangible assets 5,579 Other assets 1,103 Total assets $ 89,547 Accounts payable $ 23,611 Contract liabilities 34,814 Accrued expenses 4,737 Deferred income taxes 1,375 Total liabilities $ 64,537 Net assets $ 25,010 Pre-tax loss from divestitures, before recognition of currency translation loss $ 12,123 Recognition of cumulative currency translation loss and hedges (reclassified from OCI) 21,150 Net pre-tax loss from divestiture of offshore wind energy structures business $ 33,273 |
RESTRUCTURING ACTIVITIES (Table
RESTRUCTURING ACTIVITIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Activities | The Company recorded the following pre-tax expenses: Infrastructure Agriculture Other Corporate Total Severance $ 1,139 $ — $ — $ — $ 1,139 Other cash restructuring expenses 1,847 — — — 1,847 Impairments of fixed assets/net loss on disposals 3,751 — — — 3,751 Total cost of sales 6,737 — — — 6,737 Severance 7,873 2,968 1,192 1,761 13,794 Other cash restructuring expenses 1,852 — 79 244 2,175 Impairments of assets / net loss on disposals 349 — 94 — 443 Total selling, general and administrative expenses 10,074 2,968 1,365 2,005 16,412 Consolidated total $ 16,811 $ 2,968 $ 1,365 $ 2,005 $ 23,149 |
CASH FLOW SUPPLEMENTARY INFOR_2
CASH FLOW SUPPLEMENTARY INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Cash Payments For Interest And Income Taxes (Net of Refunds) | Cash payments for interest and income taxes (net of refunds) for the fifty-three weeks ended December 31, 2022 and the fifty-two weeks ended December 25, 2021 and December 26, 2020 were as follows: 2022 2021 2020 Interest $ 46,653 $ 41,159 $ 40,209 Income taxes 93,109 60,366 54,801 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Components of Inventories | Inventories consisted of the following at December 31, 2022 and December 25, 2021: December 31, December 25, 2022 2021 Raw materials and purchased parts $ 258,814 $ 278,107 Work-in-process 44,453 63,628 Finished goods and manufactured goods 425,495 387,099 $ 728,762 $ 728,834 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant And Equipment, at Cost | Property, plant, and equipment, at cost, consist of the following: 2022 2021 Land and improvements $ 113,188 $ 112,236 Buildings and improvements 390,435 413,884 Machinery and equipment 721,223 672,319 Transportation equipment 30,610 27,020 Office furniture and equipment 128,922 117,757 Construction in progress 48,773 78,885 $ 1,433,151 $ 1,422,101 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Components of Amortized Intangible Assets | The components of amortized intangible assets at December 31, 2022 and December 25, 2021 were as follows: December 31, 2022 Gross Weighted Carrying Accumulated Average Amount Amortization Life Customer Relationships $ 222,716 $ 145,502 13 years Patents & Proprietary Technology 58,404 21,291 9 years Trade Name 2,850 645 7 years Other 2,462 2,164 5 years $ 286,432 $ 169,602 December 25, 2021 Gross Weighted Carrying Accumulated Average Amount Amortization Life Customer Relationships $ 224,597 $ 160,626 13 years Patents & Proprietary Technology 58,699 13,955 9 years Trade Name 2,850 183 7 years Other 4,534 3,959 6 years $ 290,680 $ 178,723 |
Schedule of Future Estimated Amortization Expense | (8) GOODWILL AND INTANGIBLE ASSETS – CONTINUED Estimated annual amortization expense related to finite‑lived intangible assets is as follows: Estimated Amortization Expense 2023 $ 20,825 2024 18,888 2025 17,454 2026 12,933 2027 9,695 |
Schedule of Non-Amortized Intangible Assets | The carrying values of these trade names at December 31, 2022 and December 25, 2021 were as follows: December 31, December 25, Year 2022 2021 Acquired Newmark $ 11,111 $ 11,111 2004 Convert Italia S.p.A. 8,024 8,479 2018 Webforge 7,107 7,877 2010 Ingal EPS / Ingal Civil Products 6,891 7,637 2010 Valmont SM — 6,082 2014 ConcealFab 5,000 — 2022 Shakespeare 4,000 4,000 2014 Walpar 3,500 3,500 2018 Other 14,152 14,721 Various $ 59,785 $ 63,407 |
Schedule of Carrying Amount of Goodwill | The carrying amount of goodwill by segment as of December 31, 2022 and December 25, 2021 was as follows: Infrastructure Agriculture Other Total Gross balance at December 25, 2021 $ 442,521 $ 313,512 $ 14,355 $ 770,388 Accumulated impairment losses (47,467) — (14,355) (61,822) Balance at December 25, 2021 395,054 313,512 — $ 708,566 Acquisitions 42,465 — — 42,465 Foreign currency translation (11,435) 265 — (11,170) Balance at December 31, 2022 $ 426,084 $ 313,777 $ — $ 739,861 Infrastructure Agriculture Other Total Gross balance at December 26, 2020 $ 447,612 $ 30,177 $ 14,355 $ 492,144 Accumulated impairment losses (47,467) — (14,355) (61,822) Balance at December 26, 2020 400,145 30,177 — 430,322 Acquisitions — 284,253 — 284,253 Foreign currency translation (5,091) (918) — (6,009) Balance at December 25, 2021 $ 395,054 $ 313,512 $ — $ 708,566 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Before Income Tax, Domestic and Foreign | Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries are as follows: 2022 2021 2020 United States $ 224,370 $ 202,051 $ 169,281 Foreign 139,518 58,032 23,487 $ 363,888 $ 260,083 $ 192,768 |
Schedule of Income Tax Expense (Benefit) | (10) INCOME TAXES – CONTINUED Income tax expense (benefit) consists of: 2022 2021 2020 Current: Federal $ 48,309 $ 30,031 $ 30,431 State 11,888 8,891 8,302 Foreign 48,273 20,644 12,730 108,470 59,566 51,463 Non-current: 1,442 1,777 (451) Deferred: Federal (7,544) 4,587 (6,086) State (1,973) 558 (822) Foreign 8,292 (5,074) 5,511 (1,225) 71 (1,397) $ 108,687 $ 61,414 $ 49,615 |
Schedule of Reconciliation of Statutory Federal Income Tax Rate and Effective Tax Rate | The reconciliations of the statutory federal income tax rate and the effective tax rate follows: 2022 2021 2020 Statutory federal income tax rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.3 2.9 3.5 Carryforwards, credits and changes in valuation allowances 1.0 1.5 (1.6) Foreign jurisdictional tax rate differences 4.2 (0.1) (1.7) Changes in unrecognized tax benefits 0.3 0.7 0.2 Goodwill and intangible impairment — — 2.4 Loss on divestiture of offshore wind energy structures business 2.2 — — Other (1.1) (2.4) 1.9 29.9 % 23.6 % 25.7 % |
Schedule of Tax Effects of Significant Items Comprising Net Deferred Income Tax Liabilities | The tax effects of significant items comprising the Company’s net deferred income tax assets/liabilities are as follows: 2022 2021 Deferred income tax assets: Accrued expenses and allowances $ 33,577 $ 21,241 Tax credits and loss carryforwards 67,249 83,690 Defined benefit pension liability — 134 Inventory allowances 7,912 2,818 Accrued compensation and benefits 24,398 24,302 Lease liabilities 40,709 41,128 Deferred compensation 16,308 10,893 Gross deferred income tax assets 190,153 184,206 Valuation allowance (48,974) (54,256) Net deferred income tax assets 141,179 129,950 Deferred income tax liabilities: Property, plant and equipment 45,300 37,686 Intangible assets 52,750 48,244 Defined benefit pension asset 6,054 — Lease assets 40,708 41,128 Other deferred tax liabilities 4,941 5,041 Total deferred income tax liabilities 149,753 132,099 Net deferred income tax asset (liability) $ (8,574) $ (2,149) |
Schedule of Deferred Income Tax Assets (Liabilities) Presented on the Consolidated Balance Sheets | Deferred income tax assets (liabilities) are presented as follows on the Consolidated Balance Sheets: Balance Sheet Caption 2022 2021 Other assets $ 32,517 $ 45,700 Deferred income taxes (41,091) (47,849) Net deferred income tax asset (liability) $ (8,574) $ (2,149) |
Schedule of Activity Related to Unrecognized Tax Benefits | The following summarizes the activity related to the unrecognized tax benefits in 2022 and 2021: 2022 2021 Gross unrecognized tax benefits—beginning of year $ 2,664 $ 1,864 Gross increases—tax positions in prior period 1,133 1,315 Gross decreases—tax positions in prior period — (6) Gross increases—current‑period tax positions 523 240 Settlements with taxing authorities (1,576) — Lapse of statute of limitations (208) (749) Gross unrecognized tax benefits—end of year $ 2,536 $ 2,664 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt is as follows: December 31, December 25, 2022 2021 5.00% senior unsecured notes due 2044 (a) $ 450,000 $ 450,000 5.25% senior unsecured notes due 2054 (b) 305,000 305,000 Unamortized discount on 5.00% and 5.25% senior unsecured notes (a) (b) (20,053) (20,436) Revolving credit agreement (c) 140,513 218,897 Other notes 3,587 5,684 Debt issuance costs (6,918) (7,189) Long-term debt 872,129 951,956 Less: Current installments of long-term debt 1,194 4,884 Long-term debt, excluding current installments $ 870,935 $ 947,072 (a) The 5.00% senior unsecured notes due 2044 include an aggregate principal amount of $450,000 on which interest is paid and an unamortized discount balance of $12,820 at December 31, 2022. The notes bear interest at 5.000% per annum and are due on October 1, 2044. The discount will be amortized and recognized as interest expense as interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or in part, at any time at 100% of their principal amount plus a make-whole premium and accrued and unpaid interest. These notes are guaranteed by certain subsidiaries of the Company. (b) The 5.25% senior unsecured notes due 2054 include an aggregate principal amount of $305,000 on which interest is paid and an unamortized discount balance of $7,233 at December 31, 2022. The notes bear interest at 5.250% per annum and are due on October 1, 2054. The discount will be amortized and recognized as interest expense as interest payments are made over the term of the notes. The notes may be repurchased prior to maturity in whole, or in part, at any time at 100% of their principal amount plus a make-whole premium and accrued and unpaid interest. These notes are guaranteed by certain subsidiaries of the Company. (11) LONG-TERM DEBT – CONTINUED (c) On October 18, 2021, the Company along with its wholly-owned subsidiaries Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as borrowers, entered into an amendment and restatement of the revolving credit agreement with the Company’s lenders. The maturity date of the revolving credit facility was extended to October 18, 2026. The credit facility provides for $800,000 of committed unsecured revolving credit loans with available borrowings thereunder to $400,000 in foreign currencies. The Company may increase the credit facility by up to an additional $300,000 at any time, subject to lenders increasing the amount of their commitments. The interest rate on the borrowings will be, at the Company’s option, either: (i) term SOFR (based on a 1-, 3-, or 6-month interest period, as selected by the Company) plus a 10 basis point adjustment plus a spread of 100 to 162.5 basis points, depending on the credit rating of the Company’s senior, unsecured, long-term debt published by Standard & Poor’s Rating Services and Moody’s Investors Service, Inc.; (ii) the higher of ● the prime lending rate , ● the overnight bank rate plus 50 basis points, and ● term SOFR (based on a 1 month interest period) plus 100 basis points, plus, in each case, 0 to 62.5 basis points, depending on the credit rating of the Company’s senior, unsecured, debt published by Standard & Poor’s Rating Services and Mood’s Investors Service, Inc.; or (iii) daily simple SOFR plus a 10 basis point adjustment plus a spread of 100 to 162.5 basis points, depending on the credit rating of the Company’s senior, unsecured, long-term debt published by Standard & Poor’s Rating Services and Mood’s Investors Service, Inc. At December 31, 2022, the Company had $140,513 outstanding borrowings under the revolving credit facility. The revolving credit facility has a maturity date of October 18, 2026, and contains a financial covenant that may limit additional borrowing capability under the agreement. At December 31, 2022, the Company had the ability to borrow $659,401 under this facility, after consideration of standby letters of credit of $162 associated with certain insurance obligations. The Company also maintains certain short-term bank lines of credit totaling $125,034, of which $119,188 was unused at December 31, 2022. |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Assumptions Used in Estimating Fair Value of Each Option Grant | The fair value of each option grant made in 2022, 2021 and 2020 was estimated using the following assumptions: 2022 2021 2020 Expected volatility 32.36 % 33.01 % 33.72 % Risk-free interest rate 3.75 % 1.26 % 0.43 % Expected life from vesting date 5.4 yrs 4.0 yrs 4.0 yrs Dividend yield 1.10 % 1.20 % 1.24 % |
Summary of Activity of Stock Plans | Following is a summary of the stock option activity during 2020, 2021 and 2022: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value Outstanding at December 28, 2019 488,560 $ 133.13 Granted 66,231 168.80 Exercised (147,014) 125.43 Forfeited (8,212) 137.49 Outstanding at December 26, 2020 399,565 $ 141.79 4.88 $ 12,103 Options vested or expected to vest at December 26, 2020 389,633 $ 141.56 4.81 11,890 Options exercisable at December 26, 2020 254,498 $ 138.64 3.38 8,510 The weighted average per share fair value of options granted during 2020 was $45.49. Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value Outstanding at December 26, 2020 399,565 $ 141.79 Granted 47,223 252.89 Exercised (169,908) 135.76 Forfeited (416) 132.84 Outstanding at December 25, 2021 276,464 $ 164.48 5.88 $ 22,586 Options vested or expected to vest at December 25, 2021 268,338 $ 163.42 5.80 22,188 Options exercisable at December 25, 2021 154,860 $ 142.15 4.00 15,896 The weighted average per share fair value of options granted during 2021 was $67.81. (12) STOCK-BASED COMPENSATION – CONTINUED Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Shares Price Term Value Outstanding at December 25, 2021 276,464 $ 164.48 Granted 40,564 332.63 Exercised (121,163) 139.89 Forfeited (175) 104.47 Outstanding at December 31, 2022 195,690 $ 214.62 7.53 $ 22,644 Options vested or expected to vest at December 31, 2022 189,267 $ 212.69 7.48 22,261 Options exercisable at December 31, 2022 90,556 $ 172.08 6.40 14,276 The weighted average per share fair value of options granted during 2022 was $104.01. |
Schedule of Non-Vested Stock and Restricted Stock Units | During fiscal 2022, 2021 and 2020, the Company granted restricted stock units to directors and certain management employees as follows (which are not included in the above stock plan activity tables): 2022 2021 2020 Restricted stock units granted 60,901 216,971 85,251 Weighted‑average per share price on grant date $ 313.75 $ 236.28 $ 161.73 Recognized compensation expense $ 22,664 $ 16,147 $ 9,081 |
Share-based Payment Arrangement, Performance Shares, Outstanding Activity | During fiscal 2022, 2021 and 2020, the Company granted PSU awards as follows (which are not included in the above stock plan activity tables): 2022 2021 2020 Shares granted 33,736 41,060 35,181 Weighted‑average per share price on grant date $ 215.15 $ 230.40 $ 125.41 Recognized compensation expense $ 16,066 $ 10,035 $ 3,165 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Basic and Diluted Earnings Per Share (EPS) | The following table provides a reconciliation between basic and diluted earnings per share (“EPS”): Dilutive Effect of Stock Diluted Basic EPS Options EPS 2022: Net earnings attributable to Valmont Industries, Inc. $ 250,863 $ — $ 250,863 Weighted average shares outstanding (000’s) 21,311 269 21,580 Per share amount $ 11.77 $ (0.15) $ 11.62 2021: Net earnings attributable to Valmont Industries, Inc. $ 195,630 $ — $ 195,630 Weighted average shares outstanding (000’s) 21,193 300 21,493 Per share amount $ 9.23 $ (0.13) $ 9.10 2020: Net earnings attributable to Valmont Industries, Inc. $ 140,693 $ — $ 140,693 Weighted average shares outstanding (000’s) 21,315 110 21,425 Per share amount $ 6.60 $ (0.03) $ 6.57 |
DISCLOSURES ABOUT THE FAIR VA_2
DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of Trading Securities Measured at Fair Value | Fair Value Measurement Using: Quoted Prices in Significant Other Significant Active Markets Observable Unobservable Carrying Value for Identical Inputs Inputs December 31, 2022 Assets (Level 1) (Level 2) (Level 3) Assets: Trading securities $ 25,008 $ 25,008 $ — $ — Derivative financial instruments, net $ 1,404 $ — $ 1,404 $ — Cash and cash equivalents - mutual funds $ 7,205 $ 7,205 $ — $ — Cash and cash equivalents - marketable securities $ 136 $ — $ 136 $ — (15) DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS – CONTINUED Fair Value Measurement Using: Quoted Prices in Significant Other Significant Carrying Value Active Markets Observable Unobservable December 25, for Identical Inputs Inputs 2021 Assets (Level 1) (Level 2) (Level 3) Assets (Liabilities): Trading securities $ 30,076 $ 30,076 $ — $ — Derivative financial instruments, net $ (4,007) $ — $ (4,007) $ — |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Value of Derivative Instruments | Fair value of derivative instruments at December 31, 2022 and December 25, 2021 are as follows: Derivatives designated as hedging instruments: Balance sheet location 2022 2021 Commodity forward contracts Accrued expenses $ (3,854) $ (5,802) Foreign currency forward contracts Prepaid expenses and other assets 83 149 Foreign currency forward contracts Accrued expenses — (118) Cross currency swap contracts Prepaid expenses and other assets 5,385 1,764 Cross currency swap contracts Accrued expenses (210) — $ 1,404 $ (4,007) |
Schedule of Gains (Losses) on Derivatives Recognized on Statements of Earnings | Gains (losses) on derivatives recognized in the Consolidated Statements of Earnings for the years ended December 31, 2022, December 25, 2021, and December 26, 2020 are as follows: Derivatives designated as hedging instruments: Statements of earnings location 2022 2021 2020 Commodity forward contracts Product cost of sales $ (5,212) $ 25,821 $ — Foreign currency forward contracts Product sales — — 1,598 Foreign currency forward contracts Other income (45) (40) 187 Interest rate hedge amortization Interest expense (64) (64) (64) Cross currency swap contracts Loss from divestiture of wind energy structures business 4,827 — — Cross currency swap contracts Interest expense 2,875 2,780 2,738 $ 2,381 $ 28,497 $ 4,459 |
Schedule of notional amounts of outstanding derivative | Notional Swapped Set Settlement Currency Amount Termination Date Interest Rate Amount Euro $ 80,000 April 1, 2024 2.825% € 71,550 |
GUARANTEES (Tables)
GUARANTEES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Guarantees [Abstract] | |
Schedule of Changes in the Product Warranty Accrual | Changes in the product warranty accrual, which is recorded in “Accrued expenses”, for the years ended December 31, 2022 and December 25, 2021, were as follows: 2022 2021 Balance, beginning of period $ 21,308 $ 14,787 Payments made (10,569) (6,444) Change in liability for warranties issued during the period 12,866 13,534 Change in liability for pre-existing warranties (3,832) (569) Balance, end of period $ 19,773 $ 21,308 |
DEFINED BENEFIT RETIREMENT PL_2
DEFINED BENEFIT RETIREMENT PLAN (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Schedule of Changes in PBO and Fair Value of Plan Assets for Pension Plan | (19) DEFINED BENEFIT RETIREMENT PLAN – CONTINUED Changes in the PBO and fair value of plan assets for the pension plan for the period from December 26, 2020 to December 25, 2021 were as follows: Projected Benefit Plan Funded Obligation Assets status Fair Value at December 26, 2020 $ 860,173 $ 741,650 $ (118,523) Employer contributions — 1,924 Interest cost 9,896 — Actual return on plan assets — 48,637 Benefits paid (22,952) (22,952) Actuarial gain (77,379) — Currency translation (8,032) (8,089) Fair Value at December 25, 2021 $ 761,706 $ 761,170 $ (536) Changes in the PBO and fair value of plan assets for the pension plan for the period from December 25, 2021 to December 31, 2022 were as follows: Projected Benefit Plan Funded Obligation Assets status Fair Value at December 25, 2021 $ 761,706 $ 761,170 $ (536) Employer contributions — 17,155 Interest cost 12,551 — Actual return on plan assets — (228,493) Benefits paid (20,175) (20,175) Actuarial gain (248,252) — Currency translation (70,119) (69,730) Fair Value at December 31, 2022 $ 435,711 $ 459,927 $ 24,216 |
Schedule of Pre-Tax Amounts Recognized in Accumulated Other Comprehensive Income (Loss) | Pre-tax amounts recognized in accumulated other comprehensive income (loss) as of December 31, 2022 and December 25, 2021 consisted of actuarial gains (losses): Balance December 26, 2020 $ (165,258) Actuarial gain 102,529 Prior service costs amortization 550 Currency translation gain 1,239 Balance December 25, 2021 (60,940) Actuarial loss (2,915) Prior service costs amortization 493 Currency translation gain 5,451 Balance December 31, 2022 $ (57,911) |
Schedule of Weighted-Average Actuarial Assumptions Used to Determine the Benefit Obligation | The weighted-average actuarial assumptions used to determine the benefit obligation at December 31, 2022 and December 25, 2021 were as follows: Percentages 2022 2021 Discount rate 4.80 % 1.90 % Salary increase N/A N/A CPI inflation 2.35 % 2.70 % RPI inflation 3.25 % 3.30 % |
Schedule of Components of the Net Periodic Pension (Benefit) Expense | The components of the net periodic pension benefit for the fiscal years ended December 31, 2022 and December 25, 2021 were as follows: Net periodic (benefit) expense: 2022 2021 Interest cost $ 12,551 $ 9,896 Expected return on plan assets (23,131) (27,763) Amortization of prior service cost 493 550 Amortization of actuarial loss — 2,750 Net periodic benefit $ (10,087) $ (14,567) |
Schedule of Weighted-Average Actuarial Assumptions Used to Determine Expense | The weighted-average actuarial assumptions used to determine expense are as follows for fiscal years 2022 and 2021: Percentages 2022 2021 Discount rate for benefit obligations 1.90 % 1.40 % Discount rate for interest cost 1.80 % 1.15 % Expected return on plan assets 3.48 % 3.96 % CPI Inflation 2.70 % 2.00 % RPI Inflation 3.30 % 2.90 % |
Schedule of Expected Pension Benefit Payments | The following table details expected pension benefit payments for the years 2023 through 2032: 2023 $ 20,432 2024 21,036 2025 21,641 2026 22,366 2027 22,970 Years 2028 - 2032 125,733 |
Schedule of Pension Plan Assets Measured at Fair Value on a Recurring Basis | Quoted Prices in Significant Other Significant Active Markets Observable Unobservable for Identical Inputs Inputs December 31, 2022 Inputs (Level 1) (Level 2) (Level 3) Total Plan assets at fair value: Temporary cash investments $ 5,916 $ — $ — $ 5,916 Total plan net assets at fair value $ 5,916 $ — $ — $ 5,916 Plan assets at NAV: Leveraged inflation-linked gilt funds 206,555 Corporate bonds 63,953 Corporate stock 55,379 Secured income asset funds 128,124 Total plan assets at NAV 454,011 Total plan assets $ 459,927 Quoted Prices in Significant Other Significant Active Markets Observable Unobservable for Identical Inputs Inputs December 25, 2021 Inputs (Level 1) (Level 2) (Level 3) Total Plan assets at fair value: Temporary cash investments $ 14,000 $ — $ — $ 14,000 Total plan net assets at fair value $ 14,000 $ — $ — $ 14,000 Plan assets at NAV: Leveraged inflation-linked gilt funds 283,288 Corporate bonds 107,945 Corporate stock 212,730 Secured income asset funds 143,207 Total plan assets at NAV 747,170 Total plan assets $ 761,170 |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost | (20) LEASES – CONTINUED Lease cost and other information related to the Company’s operating leases at December 31, 2022 and December 25, 2021 are as follows: Fifty-three Fifty-two weeks ended weeks ended December 31, December 25, 2022 2021 Operating lease cost $ 31,062 $ 27,421 Operating cash outflows from operating leases $ 33,150 $ 27,793 ROU assets obtained in exchange for lease obligations $ 27,480 $ 86,481 Weighted average remaining lease term 17 years 17 years Weighted average discount rate 4.2 % 4.0 % |
Schedule of Assets and Liabilities Lessee | Supplemental balance sheet information related to operating leases as of December 31, 2022 and December 25, 2021 is as follows: December 31, December 25, Classification 2022 2021 Operating lease assets Other assets $ 162,930 $ 152,664 Operating lease short-term liabilities Other accrued expenses 16,857 16,754 Operating lease long-term liabilities Operating lease liabilities 155,469 147,759 Total lease liabilities $ 172,326 $ 164,513 |
Schedule of Future Minimum Lease Payments | Minimum lease payments under operating leases expiring subsequent to December 31, 2022 are as follows: Fiscal year ending: 2023 $ 23,815 2024 20,689 2025 19,615 2026 17,333 2027 13,924 Subsequent 147,767 Total minimum lease payments $ 243,143 Less: Interest $ 70,817 Present value of minimum lease payments $ 172,326 |
BUSINESS SEGMENTS (Tables)
BUSINESS SEGMENTS (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information of Sales and Operating Income | (21) BUSINESS SEGMENTS – CONTINUED Summary by Business 2022 2021 2020 SALES: Infrastructure $ 2,928,419 $ 2,372,100 $ 2,141,741 Agriculture 1,346,672 1,028,717 645,831 Other 100,219 123,001 120,063 Total 4,375,310 3,523,818 2,907,635 INTERSEGMENT SALES: Infrastructure (18,673) (10,576) (6,541) Agriculture (11,387) (11,667) (5,739) Other — — — Total (30,060) (22,243) (12,280) NET SALES: Infrastructure 2,909,746 2,361,524 2,135,200 Agriculture 1,335,285 1,017,050 640,092 Other 100,219 123,001 120,063 Total $ 4,345,250 $ 3,501,575 $ 2,895,355 OPERATING INCOME (LOSS): Infrastructure 354,499 273,598 217,364 Agriculture 179,263 137,027 83,046 Other 2,259 (40,192) (8,192) Corporate (102,772) (83,648) (66,265) Total $ 433,249 $ 286,785 $ 225,953 Fifty-three weeks ended December 31, 2022 Infrastructure Agriculture Other Intersegment Sales Consolidated Geographical market: North America $ 2,234,339 $ 766,929 $ — $ (26,248) $ 2,975,020 International 694,080 579,743 100,219 (3,812) 1,370,230 Total $ 2,928,419 $ 1,346,672 $ 100,219 $ (30,060) $ 4,345,250 Product line: Transmission, Distribution, and Substation $ 1,184,660 $ — $ — $ — $ 1,184,660 Lighting and Transportation 940,462 — — — 940,462 Coatings 356,707 — — (15,327) 341,380 Telecommunications 320,342 — — — 320,342 Renewable Energy 126,248 — 100,219 (3,346) 223,121 Irrigation Equipment and Parts, excluding Technology — 1,231,587 — (11,387) 1,220,200 Technology Products and Services — 115,085 — — 115,085 Total $ 2,928,419 $ 1,346,672 $ 100,219 $ (30,060) $ 4,345,250 (21) BUSINESS SEGMENTS – CONTINUED Fifty-two weeks ended December 25, 2021 Infrastructure Agriculture Other Intersegment Sales Consolidated Geographical market: North America $ 1,724,531 $ 545,574 $ — $ (22,243) $ 2,247,862 International 647,569 483,143 123,001 — 1,253,713 Total $ 2,372,100 $ 1,028,717 $ 123,001 $ (22,243) $ 3,501,575 Product line: Transmission, Distribution, and Substation $ 935,099 $ — $ — $ — $ 935,099 Lighting and Transportation 825,923 — — — 825,923 Coatings 309,647 — — (10,575) 299,072 Telecommunications 238,527 — — — 238,527 Renewable Energy 62,904 — 123,001 — 185,905 Irrigation Equipment and Parts, excluding Technology — 930,858 — (11,668) 919,190 Technology Products and Services — 97,859 — — 97,859 Total $ 2,372,100 $ 1,028,717 $ 123,001 $ (22,243) $ 3,501,575 Fifty-two weeks ended December 26, 2020 Infrastructure Agriculture Other Intersegment Sales Consolidated Geographical market: North America $ 1,574,802 $ 378,424 $ — $ (12,280) $ 1,940,946 International 566,939 267,407 120,063 — 954,409 Total $ 2,141,741 $ 645,831 $ 120,063 $ (12,280) $ 2,895,355 Product line: Transmission, Distribution, and Substation $ 795,693 $ — $ — $ — $ 795,693 Lighting and Transportation 797,335 — — — 797,335 Coatings 276,087 — — (6,541) 269,546 Telecommunications 186,244 — — — 186,244 Renewable Energy 86,382 — 120,063 — 206,445 Irrigation Equipment and Parts, excluding Technology — 578,686 — (5,739) 572,947 Technology Products and Services — 67,145 — — 67,145 Total $ 2,141,741 $ 645,831 $ 120,063 $ (12,280) $ 2,895,355 2022 2021 2020 OPERATING INCOME (LOSS): Infrastructure $ 354,499 $ 273,598 $ 217,364 Agriculture 179,263 137,027 83,046 Other 2,259 (40,192) (8,192) Corporate (102,772) (83,648) (66,265) Total 433,249 286,785 225,953 Interest expense, net (45,519) (41,420) (38,701) Loss from divestiture of wind energy structures business (33,273) — — Other 9,431 14,718 5,516 Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries $ 363,888 $ 260,083 $ 192,768 (21) BUSINESS SEGMENTS – CONTINUED 2022 2021 2020 TOTAL ASSETS: Infrastructure $ 2,267,800 $ 2,102,851 $ 1,933,970 Agriculture 1,112,588 1,027,272 465,322 Other — 67,592 137,316 Corporate 176,608 249,534 416,552 Total $ 3,556,996 $ 3,447,249 $ 2,953,160 2022 2021 2020 CAPITAL EXPENDITURES: Infrastructure $ 53,228 $ 72,129 $ 81,074 Agriculture 32,886 17,509 16,740 Other — 345 — Corporate 7,174 17,807 8,886 Total $ 93,288 $ 107,790 $ 106,700 2022 2021 2020 DEPRECIATION AND AMORTIZATION: Infrastructure $ 62,398 $ 59,748 $ 58,985 Agriculture 23,681 17,813 12,098 Other 1,393 5,988 5,848 Corporate 9,695 9,028 5,961 Total $ 97,167 $ 92,577 $ 82,892 Summary by Geographical Area by Location of Valmont Facilities: 2022 2021 2020 NET SALES: United States $ 2,965,673 $ 2,260,198 $ 1,919,136 Australia 292,072 297,720 252,253 Brazil 354,497 200,402 103,591 Denmark 100,219 123,001 120,063 Other 632,789 620,254 500,312 Total $ 4,345,250 $ 3,501,575 $ 2,895,355 LONG-LIVED ASSETS: United States $ 1,246,956 $ 1,172,552 $ 748,886 Australia 82,290 173,240 179,673 Brazil 42,259 28,583 17,151 Denmark — 21,232 61,546 Other 404,906 338,879 391,279 Total $ 1,776,411 $ 1,734,486 $ 1,398,535 |
Summary by Geographical Area by Location | 2022 2021 2020 DEPRECIATION AND AMORTIZATION: Infrastructure $ 62,398 $ 59,748 $ 58,985 Agriculture 23,681 17,813 12,098 Other 1,393 5,988 5,848 Corporate 9,695 9,028 5,961 Total $ 97,167 $ 92,577 $ 82,892 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment | Dec. 24, 2022 segment | Dec. 25, 2021 USD ($) | Dec. 26, 2020 USD ($) | |
Cash overdrafts | ||||
Cash book overdrafts | $ 25,075,000 | $ 19,670,000 | ||
Segments | ||||
Number of reportable segments | segment | 2 | 2 | ||
Accounts receivable | ||||
Trade accounts receivable sold | $ 100,000,000 | $ 25,400,000 | ||
Fiscal Year | ||||
Length of fiscal year, 53 weeks | 371 days | |||
Length of fiscal year 2020, 2019, 2018 | 364 days | 364 days | 364 days | |
Additional net sales | $ 80,800,000 | |||
Additional net earnings | 5,300,000 | |||
Research and Development [Abstract] | ||||
Research and development expense | $ 46,000,000 | $ 37,000,000 | $ 21,400,000 | |
Minimum | Owned Affiliates And Joint Ventures [Member] | ||||
Principles of Consolidation | ||||
Equity method investment in affiliates, ownership percentage | 20% | |||
Maximum | ||||
Principles of Consolidation | ||||
Cost method investment in affiliates, ownership percentage | 20% | |||
Maximum | Owned Affiliates And Joint Ventures [Member] | ||||
Principles of Consolidation | ||||
Equity method investment in affiliates, ownership percentage | 50% |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Allowance for Doubtful Receivables (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |||
Balance at Beginning of Period | $ 18,050 | $ 15,952 | $ 9,548 |
Charged to Profit and Loss | 4,237 | 3,379 | 7,957 |
Currency Translation Adjustment | (522) | (339) | 260 |
Deductions from Reserves | (875) | (942) | (1,813) |
Balance at Close of Period | $ 20,890 | $ 18,050 | $ 15,952 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - PP&E (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Long-lived assets | |||
Depreciation expense | $ 73,938 | $ 70,223 | $ 63,890 |
Impairment of long-lived assets | $ 27,900 | ||
Buildings and improvements | Minimum | |||
Long-lived assets | |||
Estimated useful lives | 15 years | ||
Buildings and improvements | Maximum | |||
Long-lived assets | |||
Estimated useful lives | 40 years | ||
Machinery and equipment | Minimum | |||
Long-lived assets | |||
Estimated useful lives | 3 years | ||
Machinery and equipment | Maximum | |||
Long-lived assets | |||
Estimated useful lives | 12 years | ||
Transportation equipment | Minimum | |||
Long-lived assets | |||
Estimated useful lives | 3 years | ||
Transportation equipment | Maximum | |||
Long-lived assets | |||
Estimated useful lives | 24 years | ||
Office furniture and equipment | |||
Long-lived assets | |||
Estimated useful lives | 7 years | ||
Office furniture and equipment | Minimum | |||
Long-lived assets | |||
Estimated useful lives | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2022 | |
Minimum | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets lives | 5 years |
Maximum | |
Indefinite-lived Intangible Assets [Line Items] | |
Intangible assets lives | 20 years |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Comprehensive Income (Loss) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Components of accumulated other comprehensive income (loss) | |
Beginning balance | $ 1,413,597 |
Ending balance | 1,641,712 |
Foreign Currency Translation Adjustments | |
Components of accumulated other comprehensive income (loss) | |
Beginning balance | (243,350) |
Current-period comprehensive income (loss) | (43,426) |
Divestiture of offshore wind energy structures business | 25,977 |
Ending balance | (260,799) |
Gain on Hedging Activities | |
Components of accumulated other comprehensive income (loss) | |
Beginning balance | 15,777 |
Current-period comprehensive income (loss) | 7,942 |
Divestiture of offshore wind energy structures business | (3,620) |
Ending balance | 20,099 |
Defined Benefit Pension Plan | |
Components of accumulated other comprehensive income (loss) | |
Beginning balance | (35,554) |
Current-period comprehensive income (loss) | 1,345 |
Ending balance | (34,209) |
Accumulated Other Comprehensive Income (Loss) | |
Components of accumulated other comprehensive income (loss) | |
Beginning balance | (263,127) |
Current-period comprehensive income (loss) | (34,139) |
Divestiture of offshore wind energy structures business | 22,357 |
Ending balance | $ (274,909) |
SUMMARY OF SIGNIFICANT ACCOUN_9
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 24, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net sales | $ 4,345,250 | $ 4,345,250 | $ 3,501,575 | $ 2,895,355 |
Contract assets | 174,539 | 142,643 | ||
Contract liabilities | 178,531 | 213,203 | ||
Contract liabilities, current | 172,915 | 135,746 | ||
Revenue recognized from contract liability | 96,373 | 105,406 | ||
Remaining performance obligation | 11,080 | |||
Contract Liabilities | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Contract liabilities, current | 172,915 | |||
Other Noncurrent Liabilities | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Contract liabilities, noncurrent | 5,616 | |||
Agriculture | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net sales | $ 1,335,285 | 1,017,050 | 640,092 | |
Point in Time | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net sales | 2,995,139 | 2,384,575 | 1,921,328 | |
Point in Time | Infrastructure | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net sales | 1,687,458 | 1,388,297 | 1,296,497 | |
Point in Time | Agriculture | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net sales | 1,307,681 | 996,278 | 624,831 | |
Over Time | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net sales | 1,350,111 | 1,117,000 | 974,027 | |
Over Time | Infrastructure | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net sales | 1,222,288 | 973,227 | 838,703 | |
Over Time | Agriculture | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net sales | 27,604 | 20,772 | 15,261 | |
Over Time | Other | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net sales | $ 100,219 | $ 123,001 | $ 120,063 | |
Minimum | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Expected timing of performance obligation satisfaction | 12 months | |||
Maximum | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Expected timing of performance obligation satisfaction | 24 months |
SUMMARY OF SIGNIFICANT ACCOU_10
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Share Repurchases (Details) - USD ($) | 1 Months Ended | 12 Months Ended | 103 Months Ended | |||||
May 31, 2014 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 31, 2022 | Feb. 27, 2023 | Oct. 31, 2018 | Feb. 28, 2015 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Authorized amount | $ 500,000,000 | $ 250,000,000 | $ 250,000,000 | |||||
Length of authorization period | 12 months | |||||||
Shares acquired under share repurchase program | 137,612 | 111,833 | 441,119 | 6,613,018 | ||||
Amount paid for share repurchase | $ 40,474,000 | $ 26,100,000 | $ 56,491,000 | $ 918,600,000 | ||||
Subsequent Event [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Directors increased the amount remaining under the program | $ 400,000,000 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||||||||||
Jun. 01, 2022 | May 12, 2021 | Apr. 20, 2021 | May 29, 2020 | Mar. 06, 2020 | Aug. 31, 2022 | May 31, 2022 | Dec. 26, 2020 | Feb. 29, 2020 | Jun. 26, 2021 | Mar. 28, 2020 | Dec. 31, 2022 | Dec. 25, 2021 | |
Business Acquisition [Line Items] | |||||||||||||
Goodwill | $ 430,322,000 | $ 739,861,000 | $ 708,566,000 | ||||||||||
Operating lease liabilities | 172,326,000 | 164,513,000 | |||||||||||
Non-controlling interest in consolidated subsidiaries | $ 60,865,000 | $ 26,750,000 | |||||||||||
Energia Solar do Brasil | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash paid to acquire business | $ 4,308,000 | ||||||||||||
Percentage acquired | 55% | ||||||||||||
Goodwill | $ 3,341,000 | ||||||||||||
Contingent consideration liability, current | 646,000 | ||||||||||||
Goodwill expected to be tax deductible | 0 | ||||||||||||
Conceal Fab | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash paid to acquire business | $ 39,287,000 | ||||||||||||
Percentage acquired | 51% | ||||||||||||
Current assets | $ 21,133,000 | ||||||||||||
Property, plant, and equipment acquired | 3,813,000 | ||||||||||||
Other assets | 9,108,000 | ||||||||||||
Goodwill | 42,465,000 | ||||||||||||
Total fair value of assets acquired | 107,719,000 | ||||||||||||
Current Liabilities | 6,658,000 | ||||||||||||
Long-term debt | 2,038,000 | ||||||||||||
Operating lease liabilities | 7,812,000 | ||||||||||||
Deferred taxes | 5,464,000 | ||||||||||||
Other noncurrent liabilities | 12,000 | ||||||||||||
Total fair value of liabilities assumed | 21,984,000 | ||||||||||||
Non-controlling interest in consolidated subsidiaries | 41,693,000 | ||||||||||||
Net assets acquired | 44,042,000 | ||||||||||||
Contingent consideration liability, current | 1,850,000 | ||||||||||||
KC Utility Packaging | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash paid to acquire business | $ 4,200,000 | ||||||||||||
Percentage acquired | 75% | ||||||||||||
Goodwill | $ 1,100,000 | ||||||||||||
Contingent consideration liability, current | 400,000 | ||||||||||||
AgSense | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage acquired | 49% | 100% | |||||||||||
Consideration transferred | $ 43,983,000 | ||||||||||||
Holdback payment | $ 2,200,000 | ||||||||||||
Deferred tax asset recognized | $ 7,700,000 | ||||||||||||
Torrent Engineering and Equipment | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage acquired | 40% | ||||||||||||
Consideration transferred | $ 3,500,000 | ||||||||||||
Convert | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage acquired | 9% | 16% | |||||||||||
Consideration transferred | $ 3,046,000 | $ 11,750,000 | |||||||||||
Convert | Minority Interest Owner | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage not owned by the Company | 25% | ||||||||||||
Prospera | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash paid to acquire business | $ 300,000,000 | ||||||||||||
Current assets | 647,000 | ||||||||||||
Property, plant, and equipment acquired | 1,063,000 | ||||||||||||
Goodwill | 273,453,000 | ||||||||||||
Total fair value of assets acquired | 310,913,000 | ||||||||||||
Current Liabilities | 2,690,000 | ||||||||||||
Deferred taxes | 8,223,000 | ||||||||||||
Total fair value of liabilities assumed | 10,913,000 | ||||||||||||
Net assets acquired | 300,000,000 | ||||||||||||
Goodwill expected to be tax deductible | 0 | ||||||||||||
PivoTrac | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Cash paid to acquire business | $ 12,500,000 | ||||||||||||
Goodwill | 10,800,000 | ||||||||||||
Contingent consideration liability, current | 1,500,000 | ||||||||||||
Consideration transferred | 14,000,000 | ||||||||||||
Goodwill expected to be tax deductible | 0 | ||||||||||||
Valmont West Coast Engineering | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Percentage acquired | 20% | ||||||||||||
Consideration transferred | $ 4,292,000 | ||||||||||||
Customer Relationships | Energia Solar do Brasil | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | $ 3,718,000 | ||||||||||||
Useful life | 8 years | ||||||||||||
Customer Relationships | KC Utility Packaging | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | 4,000,000 | ||||||||||||
Customer Relationships | PivoTrac | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | $ 2,627,000 | ||||||||||||
Useful life | 8 years | ||||||||||||
Other | KC Utility Packaging | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | $ 500,000 | ||||||||||||
Technology-Based Intangible Assets | Conceal Fab | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | 26,200,000 | ||||||||||||
Technology-Based Intangible Assets | Prospera | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | $ 32,900,000 | ||||||||||||
Useful life | 5 years | ||||||||||||
Trade Name | Conceal Fab | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | $ 5,000,000 | ||||||||||||
Trade Name | Prospera | |||||||||||||
Business Acquisition [Line Items] | |||||||||||||
Intangible assets | $ 2,850,000 | ||||||||||||
Useful life | 7 years |
DIVESTITURES - Assets and lia_2
DIVESTITURES - Assets and liabilities (Details) - Valmont SM, Offshore Wind Business [Member] kr in Thousands, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 DKK (kr) | Dec. 25, 2021 USD ($) | Dec. 31, 2022 DKK (kr) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Operating income | $ 2,259 | $ 40,192 | ||
Cash received | 12,570 | kr 90,000 | ||
Impairment of long-lived assets | $ 27,900 | |||
Escrow deposit | 4,027 | kr 28,000 | ||
Cash and cash equivalents | 12,420 | |||
Receivables, net | 35,407 | |||
Inventories | 1,144 | |||
Contract assets | 19,127 | |||
Prepaid expenses and other assets | 1,852 | |||
Net property, plant, and equipment | 12,915 | |||
Intangible assets | 5,579 | |||
Other assets | 1,103 | |||
Total assets | 89,547 | |||
Accounts payable | 23,611 | |||
Contract liabilities | 34,814 | |||
Accrued expenses | 4,737 | |||
Deferred income taxes | 1,375 | |||
Total liabilities | 64,537 | |||
Net assets | $ 25,010 |
DIVESTITURES - Pre-tax loss (De
DIVESTITURES - Pre-tax loss (Details) - Valmont SM, Offshore Wind Business [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Gain on divesture of business | $ 12,123 |
Pre-tax loss from divestitures, before recognition of currency translation loss | 12,123 |
Recognition of cumulative currency translation loss and hedges (out of OCI) | 21,150 |
Net pre-tax loss from divestiture of offshore wind business | $ 33,273 |
RESTRUCTURING ACTIVITIES - Sche
RESTRUCTURING ACTIVITIES - Schedule of Restructuring Activities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) facility | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 23,149 |
Coatings | Facility Closing | |
Restructuring Cost and Reserve [Line Items] | |
Number of facilities closed | facility | 1 |
Infrastructure | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 16,811 |
Agriculture | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 2,968 |
Other | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,365 |
Corporate | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 2,005 |
Cost of Sales | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 6,737 |
Cost of Sales | Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,139 |
Cost of Sales | Other cash restructuring expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,847 |
Cost of Sales | Impairments of fixed assets/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 3,751 |
Cost of Sales | Infrastructure | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 6,737 |
Cost of Sales | Infrastructure | Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,139 |
Cost of Sales | Infrastructure | Other cash restructuring expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,847 |
Cost of Sales | Infrastructure | Impairments of fixed assets/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 3,751 |
Cost of Sales | Agriculture | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Cost of Sales | Agriculture | Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Cost of Sales | Agriculture | Other cash restructuring expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Cost of Sales | Agriculture | Impairments of fixed assets/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Cost of Sales | Corporate | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Cost of Sales | Corporate | Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Cost of Sales | Corporate | Other cash restructuring expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Cost of Sales | Corporate | Impairments of fixed assets/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Selling, General and Administrative Expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 16,412 |
Selling, General and Administrative Expenses | Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 13,794 |
Selling, General and Administrative Expenses | Other cash restructuring expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 2,175 |
Selling, General and Administrative Expenses | Impairments of fixed assets/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 443 |
Selling, General and Administrative Expenses | Infrastructure | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 10,074 |
Selling, General and Administrative Expenses | Infrastructure | Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 7,873 |
Selling, General and Administrative Expenses | Infrastructure | Other cash restructuring expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,852 |
Selling, General and Administrative Expenses | Infrastructure | Impairments of fixed assets/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 349 |
Selling, General and Administrative Expenses | Agriculture | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 2,968 |
Selling, General and Administrative Expenses | Agriculture | Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 2,968 |
Selling, General and Administrative Expenses | Agriculture | Other cash restructuring expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Selling, General and Administrative Expenses | Agriculture | Impairments of fixed assets/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 0 |
Selling, General and Administrative Expenses | Other | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,365 |
Selling, General and Administrative Expenses | Other | Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,192 |
Selling, General and Administrative Expenses | Other | Other cash restructuring expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 79 |
Selling, General and Administrative Expenses | Other | Impairments of fixed assets/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 94 |
Selling, General and Administrative Expenses | Corporate | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 2,005 |
Selling, General and Administrative Expenses | Corporate | Severance | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 1,761 |
Selling, General and Administrative Expenses | Corporate | Other cash restructuring expenses | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | 244 |
Selling, General and Administrative Expenses | Corporate | Impairments of fixed assets/net loss on disposals | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring charges | $ 0 |
CASH FLOW SUPPLEMENTARY INFOR_3
CASH FLOW SUPPLEMENTARY INFORMATION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Noncash or Part Noncash Acquisitions [Line Items] | |||
Interest | $ 46,653 | $ 41,159 | $ 40,209 |
Income taxes | $ 93,109 | $ 60,366 | 54,801 |
Larson Camouflage | |||
Noncash or Part Noncash Acquisitions [Line Items] | |||
Consideration transferred | $ 1,046 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and purchased parts | $ 258,814 | $ 278,107 |
Work-in-process | 44,453 | 63,628 |
Finished goods and manufactured goods | 425,495 | 387,099 |
Net inventory | $ 728,762 | $ 728,834 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Long-lived assets | ||
Property, plant, and equipment, at cost | $ 1,433,151 | $ 1,422,101 |
Land and improvements | ||
Long-lived assets | ||
Property, plant, and equipment, at cost | 113,188 | 112,236 |
Buildings and improvements | ||
Long-lived assets | ||
Property, plant, and equipment, at cost | 390,435 | 413,884 |
Machinery and equipment | ||
Long-lived assets | ||
Property, plant, and equipment, at cost | 721,223 | 672,319 |
Transportation equipment | ||
Long-lived assets | ||
Property, plant, and equipment, at cost | 30,610 | 27,020 |
Office furniture and equipment | ||
Long-lived assets | ||
Property, plant, and equipment, at cost | 128,922 | 117,757 |
Construction in progress | ||
Long-lived assets | ||
Property, plant, and equipment, at cost | $ 48,773 | $ 78,885 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS - Amortized Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 25, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Components of amortized intangible assets | ||||
Gross Carrying Amount | $ 290,680 | $ 286,432 | $ 290,680 | |
Accumulated Amortization | 178,723 | 169,602 | 178,723 | |
Amortization expense for intangible assets | 22,120 | 21,320 | $ 18,147 | |
Estimated Amortization Expense | ||||
2023 | 20,825 | |||
2024 | 18,888 | |||
2025 | 17,454 | |||
2026 | 12,933 | |||
2027 | 9,695 | |||
Customer Relationships | ||||
Components of amortized intangible assets | ||||
Gross Carrying Amount | 224,597 | 222,716 | 224,597 | |
Accumulated Amortization | 160,626 | $ 145,502 | $ 160,626 | |
Weighted Average Life | 13 years | 13 years | ||
Impairment charge for intangible assets | 4,483 | |||
Patents & Proprietary Technology | ||||
Components of amortized intangible assets | ||||
Gross Carrying Amount | 58,699 | $ 58,404 | $ 58,699 | |
Accumulated Amortization | 13,955 | $ 21,291 | $ 13,955 | |
Weighted Average Life | 9 years | 9 years | ||
Trade Name | ||||
Components of amortized intangible assets | ||||
Gross Carrying Amount | 2,850 | $ 2,850 | $ 2,850 | |
Accumulated Amortization | 183 | $ 645 | $ 183 | |
Weighted Average Life | 7 years | 7 years | ||
Other | ||||
Components of amortized intangible assets | ||||
Gross Carrying Amount | 4,534 | $ 2,462 | $ 4,534 | |
Accumulated Amortization | $ 3,959 | $ 2,164 | $ 3,959 | |
Weighted Average Life | 5 years | 6 years |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS - Non-Amortized Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Newmark | ||
Non-amortized intangible assets | ||
Carrying value of trade names | $ 11,111 | $ 11,111 |
Webforge | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 7,107 | 7,877 |
Valmont SM | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 6,082 | |
Ingal EPS/Ingal Civil Products | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 6,891 | 7,637 |
Shakespeare | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 4,000 | 4,000 |
Walpar | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 3,500 | 3,500 |
Conceal Fab | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 5,000 | |
Convert | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 8,024 | 8,479 |
Other | ||
Non-amortized intangible assets | ||
Carrying value of trade names | 14,152 | 14,721 |
Trade Name | ||
Non-amortized intangible assets | ||
Carrying value of trade names | $ 59,785 | $ 63,407 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS - Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Goodwill [Line Items] | |||
Goodwill, Gross | $ 770,388 | $ 492,144 | |
Accumulated impairment losses | (61,822) | (61,822) | |
Carrying amount of goodwill | |||
Balance at the beginning of the period | $ 708,566 | 430,322 | |
Acquisitions | 42,465 | 284,253 | |
Impairment | 0 | ||
Foreign currency translation | (11,170) | (6,009) | |
Balance at the end of the period | 739,861 | 708,566 | |
Infrastructure | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 442,521 | 447,612 | |
Accumulated impairment losses | (47,467) | (47,467) | |
Carrying amount of goodwill | |||
Balance at the beginning of the period | 395,054 | 400,145 | |
Acquisitions | 42,465 | ||
Foreign currency translation | (11,435) | (5,091) | |
Balance at the end of the period | 426,084 | 395,054 | |
Agriculture | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 313,512 | 30,177 | |
Carrying amount of goodwill | |||
Balance at the beginning of the period | 313,512 | 30,177 | |
Acquisitions | 284,253 | ||
Foreign currency translation | 265 | (918) | |
Balance at the end of the period | $ 313,777 | 313,512 | |
Other Segments | |||
Goodwill [Line Items] | |||
Goodwill, Gross | 14,355 | 14,355 | |
Accumulated impairment losses | $ (14,355) | $ (14,355) |
GOODWILL AND INTANGIBLE ASSET_5
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Aug. 27, 2022 USD ($) | Dec. 25, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 26, 2020 USD ($) item | |
Indefinite-lived Intangible Assets | ||||
Number of trade names impaired | item | 2 | |||
Goodwill impairment | $ 0 | |||
Trade Name | ||||
Indefinite-lived Intangible Assets | ||||
Impairment of intangible assets | $ 0 | $ 3,900 | ||
Valmont SM | ||||
Indefinite-lived Intangible Assets | ||||
Impairment of intangible assets | $ 2,013 |
BANK CREDIT ARRANGEMENTS (Detai
BANK CREDIT ARRANGEMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Bank Credit Arrangements | ||
Outstanding amount | $ 5,846 | $ 13,439 |
Short-term borrowings | ||
Bank Credit Arrangements | ||
Total line of credit facility for short-term borrowings | 125,034 | |
Outstanding amount | $ 5,846 | $ 13,439 |
Weighted average interest rate on short-term borrowings | 6.52% | |
Unused and available borrowings | $ 119,188 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Earnings before income taxes and equity in earnings of nonconsolidated subsidiaries | |||
United States | $ 224,370 | $ 202,051 | $ 169,281 |
Foreign | 139,518 | 58,032 | 23,487 |
Earnings before income taxes | 363,888 | 260,083 | 192,768 |
Current: | |||
Federal | 48,309 | 30,031 | 30,431 |
State | 11,888 | 8,891 | 8,302 |
Foreign | 48,273 | 20,644 | 12,730 |
Total | 108,470 | 59,566 | 51,463 |
Non-current: | 1,442 | 1,777 | (451) |
Deferred: | |||
Federal | (7,544) | 4,587 | (6,086) |
State | (1,973) | 558 | (822) |
Foreign | 8,292 | (5,074) | 5,511 |
Total | (1,225) | 71 | (1,397) |
Total income tax expense (benefit) | $ (108,687) | $ (61,414) | $ (49,615) |
Reconciliations of statutory federal income tax rate and effective tax rate | |||
Statutory federal income tax rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 2.30% | 2.90% | 3.50% |
Carryforwards, credits and changes in valuation allowances | 1% | 1.50% | (1.60%) |
Foreign tax rate differences | 4.20% | (0.10%) | (1.70%) |
Changes in unrecognized tax benefits | 0.30% | 0.70% | 0.20% |
Goodwill and intangible impairment | 0% | 0% | 2.40% |
Loss on divestiture of offshore wind energy structures business | 2.20% | ||
Other | (1.10%) | (2.40%) | 1.90% |
Total | 29.90% | 23.60% | 25.70% |
Deferred income tax assets: | |||
Accrued expenses and allowances | $ 33,577 | $ 21,241 | |
Tax credits and loss carryforwards | 67,249 | 83,690 | |
Defined benefit pension liability | 134 | ||
Inventory allowances | 7,912 | 2,818 | |
Accrued compensation and benefits | 24,398 | 24,302 | |
Lease liabilities | 40,709 | 41,128 | |
Deferred compensation | 16,308 | 10,893 | |
Gross deferred income tax assets | 190,153 | 184,206 | |
Valuation allowance | (48,974) | (54,256) | |
Net deferred income tax assets | 141,179 | 129,950 | |
Deferred income tax liabilities: | |||
Property, plant and equipment | 45,300 | 37,686 | |
Intangible assets | 52,750 | 48,244 | |
Defined benefit pension asset | 6,054 | 0 | |
Lease assets | 40,708 | 41,128 | |
Other deferred tax liabilities | 4,941 | 5,041 | |
Total deferred income tax liabilities | 149,753 | 132,099 | |
Net deferred income tax asset (liability) | 8,574 | 2,149 | |
Deferred income tax assets (liabilities), Balance Sheet Caption | |||
Other assets | 32,517 | 45,700 | |
Deferred income taxes | (41,091) | (47,849) | |
Net deferred income tax asset (liability) | 8,574 | 2,149 | |
Tax expense related to the divestiture of the offshore wind energy structures business | 8,166 | ||
Benefit recorded | 0 | ||
Income tax benefits related to foreign taxes paid | (1,894) | ||
Income tax expense due to nondeductible restructuring charges | $ 1,100 | ||
Valuation allowance | 5,102 | ||
Income tax expense due to nondeductible goodwill impairment | 4,651 | ||
Tax credit and net operating loss carryforwards related to the defined benefit pension obligation | 67,249 | 83,690 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Gross Unrecognized Tax Benefits beginning of year | 2,664 | 1,864 | |
Gross increases-tax positions in prior period | 1,133 | 1,315 | |
Gross decreases-tax positions in prior period | (6) | ||
Gross increases-currentperiod tax positions | 523 | 240 | |
Settlements with taxing authorities | (1,576) | 0 | |
Lapse of statute of limitations | (208) | (749) | |
Gross Unrecognized Tax Benefits end of year | 2,536 | 2,664 | $ 1,864 |
Uncertain tax positions for which reversal is reasonably possible during the next 12 months | 1,141 | ||
Reduction of income tax expense, due to expiration of statutes of limitation | 165 | 592 | |
Accrued interest and penalties relating to unrecognized tax benefits | 172 | 1,758 | |
Unrecognized tax benefits that, if recognized, would affect effective tax rate | 2,447 | 4,324 | |
Valuation Allowance [Line Items] | |||
Valuation allowance | $ 48,974 | 54,256 | |
Denmark | |||
Deferred income tax assets: | |||
Valuation allowance | (5,102) | ||
Valuation Allowance [Line Items] | |||
Valuation allowance | 5,102 | ||
Prospera | |||
Deferred income tax assets: | |||
Valuation allowance | (6,472) | ||
Valuation Allowance [Line Items] | |||
Valuation allowance | $ 6,472 |
LONG-TERM DEBT (Details)
LONG-TERM DEBT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Long-term debt: | ||
Debt issuance costs | $ (6,918,000) | $ (7,189,000) |
Total long-term debt | 872,129,000 | 951,956,000 |
Less current installments of long-term debt | 1,194,000 | 4,884,000 |
Long-term debt, excluding current installments | 870,935,000 | 947,072,000 |
Minimum aggregate maturities of long-term debt | ||
2023 | 1,194,000 | |
2024 | 860,000 | |
2025 | 679,000 | |
2026 | 141,081,000 | |
2027 | $ 10,000 | |
Senior Unsecured Notes 5.00% Due 2044 | ||
Long-term debt: | ||
Interest rate on notes | 5% | |
Redemption price of notes, stated as a percentage of principal amount | 100% | |
Senior Unsecured Notes 5.25% Due 2054 | ||
Long-term debt: | ||
Aggregate amount | $ 305,000,000 | |
Interest rate on notes | 5.25% | |
Unamortized debt discount | $ 7,233,000 | |
Redemption price of notes, stated as a percentage of principal amount | 100% | |
Unamortized discount on 5.00% and 5.25% senior unsecured notes | ||
Long-term debt: | ||
Unamortized premium on senior unsecured notes | $ (20,053,000) | (20,436,000) |
Revolving credit agreement | ||
Long-term debt: | ||
Total long-term debt | 140,513,000 | $ 218,897,000 |
Outstanding line of credit | 162,000 | |
Unused and available borrowings | $ 659,401,000 | |
Revolving credit agreement | Minimum | ||
Long-term debt: | ||
Basis points added to variable rate | 0% | |
Revolving credit agreement | Maximum | ||
Long-term debt: | ||
Basis points added to variable rate | 0.625% | |
Revolving credit agreement | Prime lending rate | ||
Long-term debt: | ||
Variable interest rate basis | prime lending rate | |
Revolving credit agreement | Federal Funds rate | ||
Long-term debt: | ||
Variable interest rate basis | overnight bank rate | |
Basis points added to variable rate | 0.50% | |
Revolving credit agreement | LIBOR | ||
Long-term debt: | ||
Basis points added to variable rate | 1% | |
Debt instrument | SOFR (based on a 1-, 3-, or 6-month interest period, as selected by the Company) | |
Revolving credit agreement | LIBOR | Minimum | ||
Long-term debt: | ||
Basis points added to variable rate | 1% | |
Revolving credit agreement | LIBOR | Maximum | ||
Long-term debt: | ||
Basis points added to variable rate | 162.50% | |
Revolving credit agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||
Long-term debt: | ||
Basis points added to variable rate | 0.10% | |
Variable interest rate, base period | 1 month | |
Revolving credit agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||
Long-term debt: | ||
Basis points added to variable rate | 1% | |
Revolving credit agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||
Long-term debt: | ||
Basis points added to variable rate | 1.625% | 1.625% |
Other notes | ||
Long-term debt: | ||
Total long-term debt | $ 3,587,000 | $ 5,684,000 |
Short Term Bank Lines Of Credit | ||
Long-term debt: | ||
Balance | 125,034,000 | |
Unused and available borrowings | 119,188,000 | |
Senior Unsecured Notes 5.00% Due 2044 | Senior Notes | ||
Long-term debt: | ||
Aggregate amount | 450,000,000 | 450,000,000 |
Unamortized debt discount | 12,820,000 | |
Senior Unsecured Notes 5.25% Due 2054 | Senior Notes | ||
Long-term debt: | ||
Aggregate amount | 305,000,000 | $ 305,000,000 |
Revolving Credit Facility | ||
Long-term debt: | ||
Total line of credit facility for short-term borrowings | 800,000,000 | |
Additional borrowing capacity | 300,000,000 | |
Unused and available borrowings | 400,000,000 | |
Revolving Credit Facility | Revolving credit agreement | ||
Long-term debt: | ||
Outstanding line of credit | $ 140,513,000 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Stock Based Compensation | |||
Shares of common stock available for issuance | 1,722,643 | ||
Number of Shares | |||
Exercised (in shares) | (121,163) | (169,908) | (147,014) |
Share-based Payment Arrangement, Option | |||
Stock Based Compensation | |||
Compensation expense | $ 3,120 | $ 2,538 | $ 2,628 |
Tax benefits associated with compensation expense | $ 10,463 | $ 7,180 | $ 3,719 |
Weighted average period over which unrecognized stock option compensation cost would be recognized | 2 years 4 months 13 days | ||
Unrecognized stock option compensation expense | $ 6,814 | ||
Assumptions used in estimating fair value of each option grant | |||
Expected volatility | 32.36% | 33.01% | 33.72% |
Risk-free interest rate | 3.75% | 1.26% | 0.43% |
Expected life from vesting date | 5 years 4 months 24 days | 4 years | 4 years |
Dividend yield | 1.10% | 1.20% | 1.24% |
Number of Shares | |||
Balance at the beginning of the period (in shares) | 276,464 | 399,565 | 488,560 |
Granted (in shares) | 40,564 | 47,223 | 66,231 |
Exercised (in shares) | (121,163) | (169,908) | (147,014) |
Forfeited (in shares) | (175) | (416) | (8,212) |
Balance at the end of the period (in shares) | 195,690 | 276,464 | 399,565 |
Options vested or expected to vest (in shares) | 189,267 | 268,338 | 389,633 |
Options exercisable (in shares) | 90,556 | 154,860 | 254,498 |
Weighted Average Exercise Price | |||
Balance at the beginning of the period (in dollars per share) | $ 164.48 | $ 141.79 | $ 133.13 |
Granted (in dollars per share) | 332.63 | 252.89 | 168.80 |
Exercised (in dollars per share) | 139.89 | 135.76 | 125.43 |
Forfeited (in dollars per share) | 104.47 | 132.84 | 137.49 |
Balance at the end of the period (in dollars per share) | 214.62 | 164.48 | 141.79 |
Options vested or expected to vest (in dollars per share) | 212.69 | 163.42 | 141.56 |
Options exercisable (in dollars per share) | $ 172.08 | $ 142.15 | $ 138.64 |
Weighted Average Remaining Contractual Term | |||
Options outstanding | 7 years 6 months 10 days | 5 years 10 months 17 days | 4 years 10 months 17 days |
Options vested or expected to vest | 7 years 5 months 23 days | 5 years 9 months 18 days | 4 years 9 months 21 days |
Options exercisable | 6 years 4 months 24 days | 4 years | 3 years 4 months 17 days |
Aggregate Intrinsic Value | |||
Options outstanding | $ 22,644 | $ 22,586 | $ 12,103 |
Options vested or expected to vest | 22,261 | 22,188 | 11,890 |
Options exercisable | $ 14,276 | $ 15,896 | $ 8,510 |
Other option disclosures | |||
Weighted average per share fair value of option granted | $ 104.01 | $ 67.81 | $ 45.49 |
Share-based Payment Arrangement, Option | Maximum | |||
Stock Based Compensation | |||
Expiration period of grant | 10 years | ||
Share-based Payment Arrangement, Option | Minimum | |||
Stock Based Compensation | |||
Vesting period of options | 3 years | ||
Expiration period of grant | 7 years | ||
Restricted Stock and Awards | |||
Stock Based Compensation | |||
Compensation expense | $ 41,850 | $ 28,720 | $ 14,874 |
Assumptions used in estimating fair value of each option grant | |||
Expected life from vesting date | 3 years |
STOCK-BASED COMPENSATION - Sche
STOCK-BASED COMPENSATION - Schedule of Non-Vested Stock and Restricted Stock Units (Details) - Directors and certain management employees - Non-vested stock and restricted stock units - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Stock Based Compensation | ||||
Shares granted | 60,901 | 216,971 | 85,251 | |
Weightedaverage per share price on grant date | $ 313.75 | $ 236.28 | $ 161.73 | |
Recognized compensation expense | $ 22,664 | $ 16,147 | $ 9,081 | |
Weighted-average period for grant of stock-based compensation | 2 years 8 months 23 days | |||
Deferred stock-based compensation granted | $ 50,422 | |||
Prospera | ||||
Stock Based Compensation | ||||
Shares granted | 159,982 | |||
Recognized compensation expense | $ 36,916 | |||
Vesting period of options | 4 years |
STOCK- BASED COMPENSATION - Per
STOCK- BASED COMPENSATION - Performance-based Restricted Stock Units (Details) - Performance-based Restricted Stock Unit - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Stock Based Compensation | |||
Vesting period of performance-based stock units | 3 years | 3 years | |
Shares granted | 33,736 | 41,060 | 35,181 |
Weightedaverage per share price on grant date | $ 215.15 | $ 230.40 | $ 125.41 |
Recognized compensation expense | $ 16,066 | $ 10,035 | $ 3,165 |
Minimum | |||
Stock Based Compensation | |||
Performance target (percent) | 0% | ||
Maximum | |||
Stock Based Compensation | |||
Performance target (percent) | 200% |
EARNINGS PER SHARE - Schedule o
EARNINGS PER SHARE - Schedule of Reconciliation of Basic and Diluted Earnings Per Share (EPS) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Basic EPS | |||
Net earnings attributable to Valmont Industries, Inc. | $ 250,863 | $ 195,630 | $ 140,693 |
Shares outstanding basic (in shares) | 21,311 | 21,193 | 21,315 |
Per share amount basic (in dollars per share) | $ 11.77 | $ 9.23 | $ 6.60 |
Dilutive Effect of Stock Options | |||
Dilutive Effect of Stock Options | $ 0 | $ 0 | $ 0 |
Dilutive effect of stock options number of shares (in shares) | 269 | 300 | 110 |
Dilutive effect of stock options (in dollars per share) | $ (0.15) | $ (0.13) | $ (0.03) |
Diluted EPS | |||
Diluted EPS | $ 250,863 | $ 195,630 | $ 140,693 |
Shares outstanding dilutive (in shares) | 21,580 | 21,493 | 21,425 |
Per share amount diluted (in dollars per share) | $ 11.62 | $ 9.10 | $ 6.57 |
EARNINGS PER SHARE - Narrative
EARNINGS PER SHARE - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Loss from divestiture of offshore wind energy structures business | $ (33,273) | ||
Associated tax benefit | 0 | ||
Impairment of goodwill & intangible assets | 27,900 | ||
Restructuring expenses | $ 23,149 | ||
Outstanding stock options with exercise prices exceeding the market price of common stock, excluded from the computation of diluted earnings per share (in shares) | 40,564 | 47,223 | 0 |
Valmont SM, Offshore Wind Business [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Associated tax benefit | $ 0 | ||
Valuation allowance | $ 5,076 | ||
Valuation allowance (in dollars per share) | $ 0.24 | ||
Offshore and Other Complex Steel Structures | Valmont SM, Offshore Wind Business [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Loss from divestiture of offshore wind energy structures business | $ 33,273 | ||
Loss from divestiture of offshore wind energy structures business, per share | $ 1.54 | ||
Goodwill And Indefinite-lived Intangible Assets | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Impairment of goodwill & intangible assets | $ 16,220 | ||
Impairment of goodwill and intangible assets (in dollars per share) | $ 0.76 | ||
long | Valmont SM, Offshore Wind Business [Member] | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Impairment of goodwill & intangible assets | $ 21,678 | ||
Impairment of goodwill and intangible assets (in dollars per share) | $ 1.01 | ||
2020 Restructuring Plan | |||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |||
Restructuring expenses | $ 17,324 | ||
Restructuring expenses, (in dollars per share) | $ 0.81 |
EMPLOYEE RETIREMENT SAVINGS P_2
EMPLOYEE RETIREMENT SAVINGS PLAN (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Retirement Benefits [Abstract] | |||
Employee contribution limit per calendar year to 401 (k) plan | 60% | ||
Company contributions | $ 18,300 | $ 16,000 | $ 14,800 |
Assets related to non-qualified deferred compensation plan included in other assets | 25,008 | 29,982 | |
Total amount distributed from non-qualified deferred compensation plan | $ 4,691 | $ 8,900 |
DISCLOSURES ABOUT THE FAIR VA_3
DISCLOSURES ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets recorded for the investments held | $ 25,008 | $ 29,982 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 25,008 | 30,076 |
Marketable Securities | 0 | |
Mutual funds | 7,205 | |
Derivative financial instruments, net | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 0 | 0 |
Marketable Securities | 136 | |
Mutual funds | 0 | |
Derivative financial instruments, net | 1,404 | 4,007 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Trading securities | 0 | 0 |
Marketable Securities | 0 | |
Mutual funds | 0 | |
Derivative financial instruments, net | 0 | 0 |
Reported Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 872,129 | 951,956 |
Trading securities | 25,008 | 30,076 |
Marketable Securities | 136 | |
Mutual funds | 7,205 | |
Derivative financial instruments, net | 1,404 | 4,007 |
Estimate of Fair Value Measurement [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt | 807,281 | 1,175,332 |
Delta E M D Pty Ltd [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Fair value of remaining ownership | 0 | 94 |
Valmont Deferred Compensation Plan [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets recorded for the investments held | 25,008 | 29,982 |
Liabilities recorded for the investments held | $ 25,008 | $ 29,982 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS - Fair Value of Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Derivatives, Fair Value [Line Items] | |||
Derivative assets (liabilities), at fair value, net | $ 1,404 | $ (4,007) | |
Derivative, gain (loss) on derivative, net | 2,381 | 28,497 | $ 4,459 |
Commodity forward contracts | Accrued expenses | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets (liabilities), at fair value, net | (3,854) | (5,802) | |
Foreign currency forward contracts | Prepaid expenses and other assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets (liabilities), at fair value, net | 83 | 149 | |
Foreign currency forward contracts | Accrued expenses | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets (liabilities), at fair value, net | 0 | (118) | |
Cross currency swap contracts | Prepaid expenses and other assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets (liabilities), at fair value, net | 5,385 | 1,764 | |
Cross currency swap contracts | Accrued expenses | |||
Derivatives, Fair Value [Line Items] | |||
Derivative assets (liabilities), at fair value, net | $ (210) | $ 0 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS - Gain (Loss) on Derivatives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, gain (loss) on derivative, net | $ 2,381 | $ 28,497 | $ 4,459 |
Commodity forward contracts | Product cost of sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, gain (loss) on derivative, net | (5,212) | 25,821 | 0 |
Foreign currency forward contracts | Product Sales | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, gain (loss) on derivative, net | 0 | 0 | 1,598 |
Foreign currency forward contracts | Other income | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, gain (loss) on derivative, net | (45) | (40) | 187 |
Interest rate contracts | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, gain (loss) on derivative, net | (64) | (64) | (64) |
Cross currency swap contracts | Loss from divestiture of wind energy structures business | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, gain (loss) on derivative, net | 4,827 | 0 | 0 |
Cross currency swap contracts | Interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Derivative, gain (loss) on derivative, net | $ 2,875 | $ 2,780 | $ 2,738 |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS - Narrative (Details) € in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 USD ($) T | Sep. 24, 2022 USD ($) T | Jun. 25, 2022 USD ($) T | Jun. 27, 2020 USD ($) | Jun. 29, 2019 EUR (€) | Dec. 25, 2021 USD ($) T | Dec. 25, 2021 EUR (€) | Dec. 26, 2020 USD ($) | Dec. 26, 2020 EUR (€) | Dec. 28, 2019 USD ($) derivative | Jun. 29, 2019 USD ($) derivative | |
Cash Flow Hedging | Designated as Hedging Instrument | Long | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, nonmonetary notional amount, mass | T | 620,000 | ||||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Commodity forward contracts | Long | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, notional amount | $ 7,043 | ||||||||||
Derivative, nonmonetary notional amount, mass | T | 1,230,000 | ||||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Steel hot rolled coil ("HRC") forward contracts | Long | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, notional amount | $ 9,766 | $ 14,010 | $ 93,498 | ||||||||
Derivative, nonmonetary notional amount, mass | T | 10,300 | 15,000 | 86,100 | ||||||||
Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency forward contracts | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, notional amount | $ 5,211 | ||||||||||
Derivative, nonmonetary notional amount, mass | T | 770,000 | ||||||||||
Cash Flow Hedging | Designated as Hedging Instrument | A2022 commodity contract | Long | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, notional amount | $ 3,088 | ||||||||||
Net Investment Hedging | Cross currency swap contracts | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, notional amount | $ 80,000 | ||||||||||
Senior Unsecured Notes 5.00% Due 2044 | Cross currency swap contracts | Senior Notes [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, number of instruments held | derivative | 2 | ||||||||||
Stated rate | 5% | ||||||||||
Senior Unsecured Notes 5.00% Due 2044 | Net Investment Hedging | Cross currency swap contracts | Senior Notes [Member] | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, notional amount | $ 130,000 | ||||||||||
Derivative, number of instruments held | derivative | 2 | ||||||||||
Other comprehensive income (loss), foreign currency transaction upon sale or liquidation, net of tax | 3,620 | $ 3,532 | |||||||||
Other Comprehensive Income (Loss) before Tax | $ 4,827 | ||||||||||
Australia, Dollars | Net Investment Hedging | Designated as Hedging Instrument | Foreign currency forward contracts | |||||||||||
Derivative [Line Items] | |||||||||||
Other comprehensive income (loss), foreign currency transaction upon sale or liquidation, net of tax | $ 11,983 | ||||||||||
Euro Member Countries, Euro | Cash Flow Hedging | Designated as Hedging Instrument | Foreign currency forward contracts | |||||||||||
Derivative [Line Items] | |||||||||||
Derivative, notional amount | $ 1,800 | $ 2,000 | € 3,800 | $ 27,500 | € 4,500 | ||||||
Euro Member Countries, Euro | Net Investment Hedging | Cross currency swap contracts | |||||||||||
Derivative [Line Items] | |||||||||||
Received proceeds | € | € 71,550 |
DERIVATIVE FINANCIAL INSTRUME_6
DERIVATIVE FINANCIAL INSTRUMENTS - Schedule of Notional Amounts Outstanding (Details) - 3 months ended Jun. 29, 2019 - Net Investment Hedging € in Thousands, $ in Thousands | EUR (€) | USD ($) |
Cross currency swap contracts | ||
Derivative [Line Items] | ||
Derivative, notional amount | $ | $ 80,000 | |
Euro Member Countries, Euro | ||
Derivative [Line Items] | ||
Swapped Interest Rate | 2.825% | |
Euro Member Countries, Euro | Cross currency swap contracts | ||
Derivative [Line Items] | ||
Set Settlement Amount | € | € 71,550 |
GUARANTEES (Details)
GUARANTEES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Changes in the product warranty accrual recorded in accrued expenses | ||
Balance, beginning of period | $ 21,308 | $ 14,787 |
Payments made | (10,569) | (6,444) |
Change in liability for warranties issued during the period | 12,866 | 13,534 |
Change in liability for pre-existing warranties | (3,832) | (569) |
Balance, end of period | $ 19,773 | $ 21,308 |
DEFINED BENEFIT RETIREMENT PL_3
DEFINED BENEFIT RETIREMENT PLAN (Details) £ in Thousands, $ in Thousands | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2022 USD ($) item $ / £ | Dec. 31, 2022 GBP (£) item | Dec. 25, 2021 USD ($) $ / £ | Dec. 26, 2020 USD ($) | Dec. 31, 2022 USD ($) $ / £ | |
Retirement Benefits [Abstract] | |||||
Pension retirement benefits to qualified employees as percent of final salary per year of service | 1.67% | 1.67% | |||
Eligibility age | 65 years | 65 years | |||
Active members of defined benefit retirement income plan | item | 0 | 0 | |||
Foreign currency exchange rate used to translate the net pension liability | $ / £ | 1.209 | 1.356 | 1.209 | ||
Projected Benefit Obligation | |||||
Beginning balance | $ 761,706 | $ 860,173 | $ 860,173 | ||
Interest cost | 12,551 | 9,896 | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Interest Cost, Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest Expense | ||||
Benefits paid | (20,175) | (22,952) | |||
Actuarial (gain) loss | (248,252) | (77,379) | |||
Currency translation | (70,119) | (8,032) | |||
Ending balance | 435,711 | 761,706 | $ 860,173 | $ 435,711 | |
Plan Assets | |||||
Fair value beginning balance | 761,170 | 741,650 | 741,650 | ||
Employer contributions | 17,155 | 1,924 | |||
Actual return on plan assets | (228,493) | 48,637 | |||
Benefits paid | (20,175) | (22,952) | |||
Currency translation | (69,730) | (8,089) | |||
Fair value ending balance | 459,927 | 761,170 | 741,650 | 459,927 | |
Funded status | |||||
Funded status | 24,216 | (536) | (118,523) | 24,216 | |
Accumulated other comprehensive income (loss) | |||||
Balance at the beginning of the period | (60,940) | (165,258) | (165,258) | ||
Actuarial gain (loss) | (2,915) | 102,529 | (2,915) | ||
Currency translation gain | 5,451 | 1,239 | 5,451 | ||
Prior service costs amortization | 493 | 550 | 493 | ||
Balance at the end of the period | $ (57,911) | $ (60,940) | $ (165,258) | $ (57,911) | |
Weighted average actuarial assumptions used to determine the benefit obligation | |||||
Discount rate for benefit obligations | 4.80% | 1.90% | 4.80% | ||
CPI inflation | 2.35% | 2.70% | 2.35% | ||
RPI inflation | 3.25% | 3.30% | 3.25% | ||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | |||||
Interest cost | $ 12,551 | $ 9,896 | |||
Expected return on plan assets | $ (23,131) | $ (27,763) | |||
Defined Benefit Plan Net Periodic Benefit Cost Credit Expected Return Loss Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | true | true | true | ||
Amortization of prior service cost | $ 493 | $ 550 | |||
Amortization of actuarial loss | 2,750 | ||||
Defined Benefit Plan Net Periodic Benefit Cost Credit Amortization Of Gain Loss Statement Of Income Or Comprehensive Income Extensible List Not Disclosed Flag | true | ||||
Net periodic benefit | $ (10,087) | $ (14,567) | |||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit), Amortization of Prior Service Cost (Credit), Statement of Income or Comprehensive Income [Extensible Enumeration] | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | Other Nonoperating Income (Expense) | ||
Weighted average actuarial assumptions used to determine expense | |||||
Discount rate for benefit obligations | 1.90% | 1.90% | 1.40% | ||
Discount rate for interest cost | 1.80% | 1.80% | 1.15% | ||
Expected return on plan assets | 3.48% | 3.48% | 3.96% | ||
CPI Inflation | 2.70% | 2.70% | 2% | ||
RPI Inflation | 3.30% | 3.30% | 2.90% | ||
Limit on employer contributions per annum | $ 16,000 | £ 13,100 | |||
Administrative costs of the Plan | 1,600 | £ 1,300 | |||
Expected pension benefit payments | |||||
2023 | 20,432 | $ 20,432 | |||
2024 | 21,036 | 21,036 | |||
2025 | 21,641 | 21,641 | |||
2026 | 22,366 | 22,366 | |||
2027 | 22,970 | 22,970 | |||
Years 2028 - 2032 | $ 125,733 | $ 125,733 | |||
Weighted average maturity period of corporate bond portfolio | 13 years | 13 years |
DEFINED BENEFIT RETIREMENT PL_4
DEFINED BENEFIT RETIREMENT PLAN - Additional Information (Details) £ in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2022 GBP (£) | Dec. 25, 2021 USD ($) | |
Defined Benefit Plan Disclosure [Line Items] | |||
Limit on employer contributions per annum | $ 16,000 | £ 13,100 | |
Administrative costs of the Plan | 1,600 | £ 1,300 | |
Plan assets | 459,927 | $ 761,170 | |
Estimate of Fair Value Measurement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 5,916 | 14,000 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 5,916 | 14,000 | |
Fair Value Measured at Net Asset Value Per Share [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | $ 454,011 | 747,170 | |
Mutual Fund [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Target allocation percentage | 50% | ||
Defined Benefit Plan, Cash and Cash Equivalents [Member] | Estimate of Fair Value Measurement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | $ 5,916 | 14,000 | |
Defined Benefit Plan, Cash and Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 5,916 | 14,000 | |
Defined Benefit Plan, Equity Securities [Member] | Estimate of Fair Value Measurement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 55,379 | 212,730 | |
ICAP MTF - GILTS [Member] | Estimate of Fair Value Measurement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 206,555 | 283,288 | |
Corporate Debt Securities [Member] | Estimate of Fair Value Measurement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | 63,953 | 107,945 | |
Private Equity Funds [Member] | Estimate of Fair Value Measurement [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Plan assets | $ 128,124 | $ 143,207 |
LEASES (Details)
LEASES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 25, 2021 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Lease renewal term | 10 years | |
After tax adjustment to retained earnings | $ 1,386,847 | $ 1,580,847 |
Operating Lease, Right-of-Use Asset | 152,664 | 162,930 |
Operating lease liabilities | $ 164,513 | $ 172,326 |
Building | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 25 years | |
Operating Lease, Expense | $ 5,100 | |
Operating lease not yet commenced, annual increase (percent) | 2% | |
Operating Lease, Right-of-Use Asset | $ 71,853 | |
Operating lease liabilities | $ 71,196 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 1 year | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Remaining lease term | 25 years |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 31,062 | $ 27,421 |
Operating cash outflows from operating leases | 33,150 | 27,793 |
ROU assets obtained in exchange for lease obligations | $ 27,480 | $ 86,481 |
Weighted average remaining lease term | 17 years | 17 years |
Weighted average discount rate | 4.20% | 4% |
Short-term lease cost | $ 1,600 | |
Variable lease payments | $ 4,400 |
LEASES - Schedule of Assets and
LEASES - Schedule of Assets and Liabilities Lessee (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Leases [Abstract] | ||
Operating lease assets | $ 162,930 | $ 152,664 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other assets | Other assets |
Operating lease short-term liabilities | $ 16,857 | $ 16,754 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Other accrued expenses | Other accrued expenses |
Operating lease long-term liabilities | $ 155,469 | $ 147,759 |
Total lease liabilities | $ 172,326 | $ 164,513 |
LEASES -Schedule of Future Mini
LEASES -Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Leases [Abstract] | ||
2023 | $ 23,815 | |
2024 | 20,689 | |
2025 | 19,615 | |
2026 | 17,333 | |
2027 | 13,924 | |
Subsequent | 147,767 | |
Total minimum lease payments | 243,143 | |
Less: Interest | 70,817 | |
Present value of minimum lease payments | $ 172,326 | $ 164,513 |
BUSINESS SEGMENTS (Details)
BUSINESS SEGMENTS (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) segment | Dec. 24, 2022 USD ($) segment | Dec. 25, 2021 USD ($) | Dec. 26, 2020 USD ($) | |
Business Segments | ||||
Number of reportable segments | segment | 2 | 2 | ||
Net sales | $ 4,345,250 | $ 4,345,250 | $ 3,501,575 | $ 2,895,355 |
Operating income | 433,249 | 433,249 | 286,785 | 225,953 |
Interest expense, net | (45,519) | (41,420) | (38,701) | |
Loss from divestiture of offshore wind energy structures business | (33,273) | |||
Other | 9,431 | 14,718 | 5,516 | |
Earnings before income taxes | 363,888 | 260,083 | 192,768 | |
Total assets | 3,556,996 | 3,447,249 | 2,953,160 | |
Capital expenditures | 93,288 | 107,790 | 106,700 | |
Depreciation and amortization | 97,167 | 92,577 | 82,892 | |
Point in Time | ||||
Business Segments | ||||
Net sales | 2,995,139 | 2,384,575 | 1,921,328 | |
Lighting And Transportation [Member] | ||||
Business Segments | ||||
Net sales | 940,462 | 797,335 | ||
Transmission, Distribution and Substation [Member] | ||||
Business Segments | ||||
Net sales | 1,184,660 | 935,099 | 795,693 | |
Coatings [Member] | ||||
Business Segments | ||||
Net sales | 341,380 | 299,072 | 269,546 | |
Telecommunications [Member] | ||||
Business Segments | ||||
Net sales | 320,342 | 238,527 | 186,244 | |
Irrigation Equipment and Parts, excluding Technology [Member] | ||||
Business Segments | ||||
Net sales | 1,220,200 | 919,190 | 572,947 | |
Technology Products and Services [Member] | ||||
Business Segments | ||||
Net sales | 115,085 | 97,859 | 67,145 | |
Renewable Energy [Member] | ||||
Business Segments | ||||
Net sales | 223,121 | 185,905 | 206,445 | |
Lighting, Traffic, and Highway Safety Products | ||||
Business Segments | ||||
Net sales | 825,923 | |||
North America | ||||
Business Segments | ||||
Net sales | 2,975,020 | 2,247,862 | 1,940,946 | |
International | ||||
Business Segments | ||||
Net sales | 1,370,230 | 1,253,713 | 954,409 | |
Coatings | ||||
Business Segments | ||||
Operating income | $ (102,772) | (83,648) | (66,265) | |
Total assets | 176,608 | 249,534 | 416,552 | |
Corporate | ||||
Business Segments | ||||
Operating income | (102,772) | (83,648) | (66,265) | |
Capital expenditures | 7,174 | 17,807 | 8,886 | |
Depreciation and amortization | 9,695 | 9,028 | 5,961 | |
New Management Structure [Member] | ||||
Business Segments | ||||
Number of reportable segments | segment | 3 | |||
Agriculture | ||||
Business Segments | ||||
Number of reportable segments | segment | 2 | |||
Net sales | $ 1,335,285 | 1,017,050 | 640,092 | |
Operating income | 179,263 | 179,263 | 137,027 | 83,046 |
Total assets | 1,112,588 | 1,027,272 | 465,322 | |
Capital expenditures | 32,886 | 17,509 | 16,740 | |
Depreciation and amortization | 23,681 | 17,813 | 12,098 | |
Agriculture | Point in Time | ||||
Business Segments | ||||
Net sales | 1,307,681 | 996,278 | 624,831 | |
Infrastructurre [Member] | ||||
Business Segments | ||||
Net sales | 2,909,746 | 2,361,524 | 2,135,200 | |
Operating income | 354,499 | 354,499 | 273,598 | 217,364 |
Total assets | 2,267,800 | 2,102,851 | 1,933,970 | |
Capital expenditures | 53,228 | 72,129 | 81,074 | |
Depreciation and amortization | $ 62,398 | 59,748 | 58,985 | |
Other Segments | ||||
Business Segments | ||||
Number of reportable segments | segment | 2 | |||
Net sales | 100,219 | 123,001 | 120,063 | |
Operating income | $ 2,259 | 2,259 | (40,192) | (8,192) |
Total assets | 67,592 | 137,316 | ||
Capital expenditures | 345 | |||
Depreciation and amortization | 1,393 | 5,988 | 5,848 | |
Operating segment | ||||
Business Segments | ||||
Net sales | 4,375,310 | 3,523,818 | 2,907,635 | |
Operating segment | Agriculture | ||||
Business Segments | ||||
Net sales | 1,346,672 | 1,346,672 | 1,028,717 | 645,831 |
Operating segment | Agriculture | Irrigation Equipment and Parts, excluding Technology [Member] | ||||
Business Segments | ||||
Net sales | 1,231,587 | 930,858 | 578,686 | |
Operating segment | Agriculture | Technology Products and Services [Member] | ||||
Business Segments | ||||
Net sales | 115,085 | 97,859 | 67,145 | |
Operating segment | Agriculture | North America | ||||
Business Segments | ||||
Net sales | 766,929 | 545,574 | 378,424 | |
Operating segment | Agriculture | International | ||||
Business Segments | ||||
Net sales | 579,743 | 483,143 | 267,407 | |
Operating segment | Infrastructurre [Member] | ||||
Business Segments | ||||
Net sales | 2,928,419 | 2,928,419 | 2,372,100 | 2,141,741 |
Operating segment | Infrastructurre [Member] | Lighting And Transportation [Member] | ||||
Business Segments | ||||
Net sales | 940,462 | 797,335 | ||
Operating segment | Infrastructurre [Member] | Transmission, Distribution and Substation [Member] | ||||
Business Segments | ||||
Net sales | 1,184,660 | 935,099 | 795,693 | |
Operating segment | Infrastructurre [Member] | Coatings [Member] | ||||
Business Segments | ||||
Net sales | 356,707 | 309,647 | 276,087 | |
Operating segment | Infrastructurre [Member] | Telecommunications [Member] | ||||
Business Segments | ||||
Net sales | 320,342 | 238,527 | 186,244 | |
Operating segment | Infrastructurre [Member] | Renewable Energy [Member] | ||||
Business Segments | ||||
Net sales | 126,248 | 62,904 | 86,382 | |
Operating segment | Infrastructurre [Member] | Lighting, Traffic, and Highway Safety Products | ||||
Business Segments | ||||
Net sales | 825,923 | |||
Operating segment | Infrastructurre [Member] | North America | ||||
Business Segments | ||||
Net sales | 2,234,339 | 1,724,531 | 1,574,802 | |
Operating segment | Infrastructurre [Member] | International | ||||
Business Segments | ||||
Net sales | 694,080 | 647,569 | 566,939 | |
Operating segment | Other Segments | ||||
Business Segments | ||||
Net sales | 100,219 | 100,219 | 123,001 | 120,063 |
Operating segment | Other Segments | Renewable Energy [Member] | ||||
Business Segments | ||||
Net sales | 100,219 | 123,001 | 120,063 | |
Operating segment | Other Segments | International | ||||
Business Segments | ||||
Net sales | 100,219 | 123,001 | 120,063 | |
Intersegment | ||||
Business Segments | ||||
Net sales | (30,060) | (30,060) | (22,243) | (12,280) |
Intersegment | Coatings [Member] | ||||
Business Segments | ||||
Net sales | (15,327) | (10,575) | (6,541) | |
Intersegment | Irrigation Equipment and Parts, excluding Technology [Member] | ||||
Business Segments | ||||
Net sales | (11,387) | (11,668) | (5,739) | |
Intersegment | Renewable Energy [Member] | ||||
Business Segments | ||||
Net sales | (3,346) | |||
Intersegment | North America | ||||
Business Segments | ||||
Net sales | (26,248) | (22,243) | (12,280) | |
Intersegment | International | ||||
Business Segments | ||||
Net sales | $ (3,812) | |||
Intersegment | Agriculture | ||||
Business Segments | ||||
Net sales | (11,387) | (11,667) | (5,739) | |
Intersegment | Infrastructurre [Member] | ||||
Business Segments | ||||
Net sales | $ (18,673) | $ (10,576) | $ (6,541) |
BUSINESS SEGMENTS - Summary by
BUSINESS SEGMENTS - Summary by Geographical Area by Location (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 24, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Business Segments | ||||
Net sales | $ 4,345,250 | $ 4,345,250 | $ 3,501,575 | $ 2,895,355 |
Long-lived assets | 1,776,411 | 1,734,486 | 1,398,535 | |
United States | ||||
Business Segments | ||||
Net sales | 2,965,673 | 2,260,198 | 1,919,136 | |
Long-lived assets | 1,246,956 | 1,172,552 | 748,886 | |
Australia | ||||
Business Segments | ||||
Net sales | 292,072 | 297,720 | 252,253 | |
Long-lived assets | $ 82,290 | 173,240 | 179,673 | |
Australia | Net Sales | Foreign country | ||||
Business Segments | ||||
Threshold for disclosure as percentage of net sales by customer | 7% | |||
Brazil | ||||
Business Segments | ||||
Net sales | $ 354,497 | 200,402 | 103,591 | |
Long-lived assets | $ 42,259 | 28,583 | 17,151 | |
Brazil | Net Sales | Foreign country | ||||
Business Segments | ||||
Threshold for disclosure as percentage of net sales by customer | 8% | |||
Denmark | ||||
Business Segments | ||||
Net sales | $ 100,219 | 123,001 | 120,063 | |
Long-lived assets | 21,232 | 61,546 | ||
Other | ||||
Business Segments | ||||
Net sales | 632,789 | 620,254 | 500,312 | |
Long-lived assets | $ 404,906 | $ 338,879 | $ 391,279 |