VALMONT INDUSTRIES INC - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the quarterly period ended September 25, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the transition period from ____________ to

Commission file number 1-31429

_____________________________________

Valmont Industries, Inc.

(Exact name of registrant as specified in its charter)


Delaware		47-0351813
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
15000 Valmont Plaza,
Omaha,	Nebraska	68154
(Address of Principal Executive Offices)		(Zip Code)

(402) 963-1000

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock $1.00 par value

VMI

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non‑accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐

No x

21,224,185

Outstanding shares of common stock as of October 21, 2021

VALMONT INDUSTRIES, INC

INDEX TO FORM 10-Q


		Page No.
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Statements of Earnings for the thirteen and thirty-nine
	weeks ended September 25, 2021 and September 26, 2020	3
	Condensed Consolidated Statements of Comprehensive Income for the thirteen
	and thirty-nine weeks ended September 25, 2021 and September 26, 2020	4
	Condensed Consolidated Balance Sheets as of September 25, 2021 and
	December 26, 2020	5
	Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks
	ended September 25, 2021 and September 26, 2020	6
	Condensed Consolidated Statements of Shareholders' Equity for the thirteen and
	thirty-nine weeks ended September 25, 2021 and September 26, 2020	7
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35

	PART II. OTHER INFORMATION
Item 1A.	Risk Factors	36
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37

Item 6.	Exhibits	38
Signatures		39

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

PART I. FINANCIAL INFORMATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars in thousands, except per share amounts)

(Unaudited)


	Thirteen weeks ended				Thirty-nine weeks ended
	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Product sales	$	782,694	$	657,703	$	2,283,460	$	1,874,199
Services sales	86,088		76,267		254,837		222,779
Net sales	868,782		733,970		2,538,297		2,096,978
Product cost of sales	585,986		494,812		1,712,721		1,392,595
Services cost of sales	55,392		48,411		163,971		143,450
Total cost of sales	641,378		543,223		1,876,692		1,536,045
Gross profit	227,404		190,747		661,605		560,933
Selling, general and administrative expenses	151,209		129,268		425,574		372,481
Impairment of goodwill and trade names	—		—		—		16,638
Operating income	76,195		61,479		236,031		171,814
Other income (expenses):
Interest expense	(11,031)		(10,454)		(31,466)		(30,566)
Interest income	397		430		894		1,931
Gain on investments (unrealized)	488		900		1,556		1,102


Other	2,644		233		10,297		1,349
	(7,502)		(8,891)		(18,719)		(26,184)
Earnings before income taxes	68,693		52,588		217,312		145,630
Income tax expense:
Current	21,109		14,968		55,069		42,922
Deferred	(5,029)		(2,884)		(8,747)		(3,750)
	16,080		12,084		46,322		39,172
Earnings before equity in earnings of nonconsolidated subsidiaries	52,613		40,504		170,990		106,458
Equity in loss of nonconsolidated subsidiaries	(360)		(276)		(1,079)		(755)
Net earnings	52,253		40,228		169,911		105,703
Less: Earnings attributable to noncontrolling interests	(603)		(886)		(1,137)		(825)
Net earnings attributable to Valmont Industries, Inc.	$	51,650	$	39,342	$	168,774	$	104,878
Earnings per share:
Basic	$	2.44	$	1.85	$	7.97	$	4.91
Diluted	$	2.40	$	1.84	$	7.86	$	4.89

See accompanying notes to condensed consolidated financial statements.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Dollars in thousands)

(Unaudited)


	Thirteen Weeks Ended				Thirty-nine weeks ended
	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Net earnings	$	52,253	$	40,228	$	169,911	$	105,703
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments:
Unrealized translation gain (loss)	(15,018)		14,391		(16,961)		(16,102)

Gain (loss) on hedging activities:
Net investment hedges	—		—		—		7,284
Cash flow hedges	307		(26)		16		344

Amortization cost included in interest expense	(16)		(16)		(48)		(48)

Commodity hedges	(5,754)		—		20,500		—
Realized gain on commodity hedges recorded in earnings	(9,870)		—		(10,140)		—
Cross currency swaps	2,530		(3,725)		4,041		570
Defined Benefit Pension Plan:

Actuarial loss	163		—		1,838		—
Other comprehensive income (loss)	(27,658)		10,624		(754)		(7,952)
Comprehensive income	24,595		50,852		169,157		97,751
Comprehensive (income) loss attributable to noncontrolling interests	268		(1,358)		(819)		(1,785)
Comprehensive income attributable to Valmont Industries, Inc.	$	24,863	$	49,494	$	168,338	$	95,966

See accompanying notes to condensed consolidated financial statements.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)


	September 25, 2021		December 26, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	169,795	$	400,726
Receivables, net	537,693		511,714
Inventories	655,903		448,941
Contract assets	155,417		123,495
Prepaid expenses and other assets	95,965		59,804
Refundable income taxes	—		9,945
Total current assets	1,614,773		1,554,625
Property, plant and equipment, at cost	1,383,892		1,341,380
Less accumulated depreciation and amortization	766,579		743,653
Net property, plant and equipment	617,313		597,727

Goodwill	709,462		430,322
Other intangible assets, net	193,449		167,193
Other assets	276,267		203,293
Total assets	$	3,411,264	$	2,953,160

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	$	4,803	$	2,748
Notes payable to banks	13,765		35,147
Accounts payable	338,723		268,099
Accrued employee compensation and benefits	124,212		137,939
Contract liabilities	138,286		130,018
Other accrued expenses	116,846		89,796
Income taxes payable	3,734		—

Dividends payable	10,610		9,556
Total current liabilities	750,979		673,303
Deferred income taxes	45,863		41,689
Long-term debt, excluding current installments	897,488		728,431
Defined benefit pension liability	105,175		118,523
Operating lease liabilities	148,031		80,202
Deferred compensation	34,723		44,519
Other noncurrent liabilities	84,273		58,657
Shareholders’ equity:


Common stock of $1 par value -
Authorized 75,000,000 shares; 27,900,000 issued	27,900		27,900
Additional paid in capital	6,668		335
Retained earnings	2,378,075		2,245,035
Accumulated other comprehensive loss	(310,222)		(309,786)
Treasury stock	(784,282)		(781,422)
Total Valmont Industries, Inc. shareholders’ equity	1,318,139		1,182,062
Noncontrolling interest in consolidated subsidiaries	26,593		25,774
Total shareholders’ equity	1,344,732		1,207,836
Total liabilities and shareholders’ equity	$	3,411,264	$	2,953,160

See accompanying notes to condensed consolidated financial statements.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)


	Thirty-nine weeks ended
	September 25, 2021		September 26, 2020
Cash flows from operating activities:
Net earnings	$	169,911	$	105,703
Adjustments to reconcile net earnings to net cash flows from operations:
Depreciation and amortization	67,764		61,523
Noncash loss on trading securities	—		39
Impairment of property, plant and equipment	—		2,811
Impairment of goodwill & intangible assets	—		16,638

Stock-based compensation	17,895		8,736

Defined benefit pension plan benefit	(11,051)		(5,401)
Contribution to defined benefit pension plan	(970)		(17,398)
Gain on sale of property, plant and equipment	(1,250)		(60)
Equity in loss in nonconsolidated subsidiaries	1,079		755
Deferred income taxes	(8,747)		(3,750)
Changes in assets and liabilities:
Receivables	(30,709)		(26,298)
Inventories	(211,273)		(32,992)
Prepaid expenses and other assets (current and non-current)	(21,589)		(19,157)
Contract assets	(33,199)		28,597
Accounts payable	76,916		63,627
Accrued expenses	15,523		61,122
Contract liabilities	6,768		(1,475)
Other noncurrent liabilities	10,228		20,982
Income taxes payable/refundable	14,533		9,044
Net cash flows from operating activities	61,829		273,046
Cash flows from investing activities:
Purchase of property, plant and equipment	(80,509)		(70,960)
Proceeds from sale of assets	1,655		911
Acquisitions, net of cash acquired	(312,500)		(15,862)

Settlement of net investment hedges	—		11,983
Other, net	1,891		2,543
Net cash flows from investing activities	(389,463)		(71,385)
Cash flows from financing activities:
Proceeds from short-term borrowings	3,191		4,251
Payments on short-term borrowings	(23,654)		(10,713)
Proceeds from long-term borrowings	236,710		88,872
Principal payments on long-term borrowings	(66,128)		(76,417)


Dividends paid	(30,794)		(27,316)
Dividends to noncontrolling interest	—		(5,642)
Purchase of noncontrolling interest	—		(55,916)
Purchase of treasury shares	(24,101)		(28,006)
Proceeds from exercises under stock plans	22,747		980
Purchase of common treasury shares—stock plan exercises	(16,955)		(77)
Net cash flows from financing activities	101,016		(109,984)
Effect of exchange rate changes on cash and cash equivalents	(4,313)		(2,164)
Net change in cash and cash equivalents	(230,931)		89,513
Cash and cash equivalents—beginning of year	400,726		353,542
Cash and cash equivalents—end of period	$	169,795	$	443,055

See accompanying notes to condensed consolidated financial statements

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Treasury stock		Noncontrolling interest in consolidated subsidiaries		Total shareholders’ equity
Balance at June 27, 2020	$	27,900	$	—	$	2,194,916	$	(332,486)	$	(763,495)	$	25,867	$	1,152,702
Net earnings	—		—		39,342		—		—		886		40,228
Other comprehensive income (loss)	—		—		—		10,152		—		472		10,624
Cash dividends declared ($0.45 per share)	—		—		(9,614)		—		—		—		(9,614)




Purchase of treasury shares; 60,645 shares acquired	—		—		—		—		(7,525)		—		(7,525)
Stock plan exercises; 580 shares acquired	—		—		—		—		(72)		—		(72)
Stock options exercised; 2,616 shares issued	—		5,461		(5,462)		—		257		—		256
Stock option expense	—		686		—		—		—		—		686
Stock awards; 253 shares issued	—		2,346		—		—		33		—		2,379
Balance at September 26, 2020	$	27,900	$	8,493	$	2,219,182	$	(322,334)	$	(770,802)	$	27,225	$	1,189,664
Balance at June 26, 2021	$	27,900	$	—	$	2,337,015	$	(283,435)	$	(786,857)	$	26,861	1,321,484
Net earnings	—		—		51,650		—		—		603		52,253
Other comprehensive income	—		—		—		(26,787)		—		(871)		(27,658)
Cash dividends declared ($0.50 per share)	—		—		(10,617)		—		—		—		(10,617)



Purchase of treasury shares; 10,759 shares acquired	—		—		—		—		(2,500)		—		(2,500)
Stock plan exercises; 144 shares acquired	—		—		—		—		(33)		—		(33)
Stock options exercised; 20,749 shares issued	—		(2,194)		27		—		5,023		—		2,856
Stock option expense	—		618		—		—		—		—		618
Stock awards; 494 shares issued	—		8,244		—		—		85		—		8,329
Balance at September 25, 2021	$	27,900	$	6,668	$	2,378,075	$	(310,222)	$	(784,282)	$	26,593	$	1,344,732

See accompanying notes to the condensed consolidated financial statements.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Dollars in thousands)

(Unaudited)


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive income (loss)		Treasury stock		Noncontrolling interest in consolidated subsidiaries		Total shareholders’ equity
Balance at December 28, 2019	$	27,900	$	—	$	2,173,802	$	(313,422)	$	(743,942)	$	45,407	$	1,189,745
Net earnings	—		—		104,878		—		—		825		105,703
Other comprehensive income (loss)	—		—		—		(8,912)		—		960		(7,952)
Cash dividends declared ($1.35 per share)	—		—		(28,837)		—		—		—		(28,837)
Dividends to noncontrolling interests	—		—		—		—		—		(5,642)		(5,642)
Purchase of noncontrolling interest	—		—		(30,661)		—		—		(19,450)		(50,111)
Addition of noncontrolling interest	—		—		—		—		—		5,125		5,125

Purchase of treasury shares; 251,136 shares acquired	—		—		—		—		(28,006)		—		(28,006)
Stock plan exercises; 617 shares acquired	—		—		—		—		(77)		—		(77)
Stock options exercised; 4,100 shares issued	—		244		—		—		736		—		980
Stock option expense	—		1,909		—		—		—		—		1,909
Stock awards; 8,957 shares issued	—		6,340		—		—		487		—		6,827
Balance at September 26, 2020	$	27,900	$	8,493	$	2,219,182	$	(322,334)	$	(770,802)	$	27,225	$	1,189,664
Balance at December 26, 2020	$	27,900	$	335	$	2,245,035	$	(309,786)	$	(781,422)	$	25,774	$	1,207,836
Net earnings	—		—		168,774		—		—		1,137		169,911
Other comprehensive income	—		—		—		(436)		—		(318)		(754)
Cash dividends declared ($1.50 per share)	—		—		(31,848)		—		—		—		(31,848)



Purchase of treasury shares; 103,056 shares acquired	—		—		—		—		(24,100)		—		(24,100)
Stock plan exercises; 71,412 shares acquired	—		—		—		—		(16,955)		—		(16,955)
Stock options exercised; 164,872 shares issued	—		(10,294)		(3,886)		—		36,927		—		22,747
Stock option expense	—		1,885		—		—		—		—		1,885
Stock awards; 9,554 shares issued	—		14,742		—		—		1,268		—		16,010
Balance at September 25, 2021	$	27,900	$	6,668	$	2,378,075	$	(310,222)	$	(784,282)	$	26,593	$	1,344,732

See accompanying notes to the condensed consolidated financial statements.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed Consolidated Financial Statements

The Condensed Consolidated Balance Sheet as of September 25, 2021, the Condensed Consolidated Statements of Earnings, Comprehensive Income, and Shareholders' Equity for the thirteen and thirty-nine weeks ended September 25, 2021 and September 26, 2020, and the Condensed Consolidated Statement of Cash Flows for the thirty-nine weeks then ended have been prepared by Valmont Industries Inc. (the Company), without audit. In the opinion of management, all necessary adjustments (which include normal recurring adjustments) have been made to present fairly the financial statements as of September 25, 2021 and for all periods presented.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2020. The results of operations for the period ended September 25, 2021 are not necessarily indicative of the operating results for the full year.

Inventories

Inventory is valued at the lower of cost, determined on the first-in, first-out (FIFO) method or market. Finished goods and manufactured goods inventories include the costs of acquired raw materials and related factory labor and overhead charges required to convert raw materials to manufactured and finished goods.

Inventories consisted of the following:


	September 25, 2021		December 26, 2020
Raw materials and purchased parts	$	209,090	$	155,512
Work-in-process	45,213		33,632
Finished goods and manufactured goods	401,600		259,797
Total Inventory	$	655,903	$	448,941

Income Taxes

Earnings before income taxes for the thirteen and thirty-nine weeks ended September 25, 2021 and September 26, 2020, were as follows:


	Thirteen weeks ended				Thirty-nine weeks ended
	2021		2020		2021		2020
United States	$	47,784	$	33,610	$	156,028	$	141,347
Foreign	20,909		18,978		61,284		4,283
	$	68,693	$	52,588	$	217,312	$	145,630

Pension Benefits

The Company incurs expenses in connection with the Delta Pension Plan ("DPP"). The DPP was acquired as part of the Delta plc acquisition in fiscal 2010 and has no members that are active employees. In order to measure 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.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

The components of the net periodic pension (benefit) expense for the thirteen and thirty-nine weeks ended September 25, 2021 and September 26, 2020 were as follows:


	Thirteen weeks ended				Thirty-nine weeks ended
Net periodic (benefit) expense:	2021		2020		2021		2020
Interest cost	$	2,479	$	3,285	$	7,508	$	9,569
Expected return on plan assets	(6,957)		(5,887)		(21,061)		(17,149)
Amortization of actuarial loss	827		748		2,502		2,179
Net periodic (benefit) expense	$	(3,651)	$	(1,854)	$	(11,051)	$	(5,401)

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. At September 25, 2021, 453,718 shares of common stock remained available for issuance under the plans.

Under the plans, the exercise price of each option equals the closing market price at the date of the grant. Options vest beginning on the first anniversary of the grant in equal amounts over three years or on the grant's fifth anniversary. Expiration of grants is seven years to ten years from the date of grant. Restricted stock units and awards generally vest in equal installments over three years beginning on the first anniversary of the grant.

The Company's compensation expense (included in selling, general and administrative expenses) and associated income tax benefits related to stock options and restricted stock for the thirteen and thirty-nine weeks ended September 25, 2021 and September 26, 2020, respectively, were as follows:


	Thirteen weeks ended				Thirty-nine weeks ended
	2021		2020		2021		2020
Compensation expense	$	8,947	$	3,065	$	17,895	$	8,736
Income tax benefits	2,237		766		4,474		2,184

During the third quarter of 2021, the Company granted approximately 143,859 restricted shares, worth approximately $38,000, to certain employees of Prospera Technologies, Ltd. ("Prospera"). These restricted shares 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.

Fair Value

The Company applies the provisions of Accounting Standards Codification 820, Fair Value Measurements (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The provisions of ASC 820 apply to other accounting pronouncements that require or permit fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

ASC 820 establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. 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 at September 25, 2021 of $29,481 ($35,125 at December 26, 2020) represent mutual funds, invested in debt and equity securities, classified as trading securities in accordance with Accounting Standards Codification ("ASC") 320, Accounting for Certain Investments in Debt and Equity Securities, considering the employee's ability to change investment allocation of their deferred compensation at any time. The Company's ownership of shares in Delta EMD Pty. Ltd. (JSE:DTA) is also classified as trading securities. The shares are valued at $99 and $202 as of September 25, 2021 and December 26, 2020, respectively, which is the estimated fair value. Quoted market prices are available for these securities in an active market and therefore categorized as a Level 1 input.

Derivative Financial Instruments: The fair value of foreign currency and commodity forward contracts, 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.


			Fair Value Measurement Using:
	Carrying Value September 25, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	29,580	$	29,580	$	—	$	—
Derivative financial instruments, net	7,001		—		7,001		—


			Fair Value Measurement Using:
	Carrying Value December 26, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Trading Securities	$	35,327	$	35,327	$	—	$	—
Liabilities:
Derivative financial instruments, net	(5,911)		—		(5,911)		—

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Long-Lived Assets

The Company's other non-financial assets include goodwill and other intangible assets, which are classified as Level 3 items. These assets are measured at fair value on a non-recurring basis as part of annual impairment testing. Note 4 to these condensed consolidated financial statements contain additional information related to goodwill and intangible asset impairments recognized in fiscal 2020.

The Company is monitoring the outlook for wind energy in Northern Europe which would affect the net sales and gross profit assumptions in the cash flow projections for the Company’s offshore and other complex steel structures reporting unit. This reporting unit has net property, plant, and equipment of $38,694, the Valmont SM trade name of $8,386, and a customer relationship, net of accumulated amortization, of $4,927. If the market outlook declines further, the Company will have to analyze the recoverability of the long-lived assets which may result in the recognition of an impairment.

Leases

The Company's operating leases are included in other assets and operating lease liabilities. During the second quarter of 2021, 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. In recognition of this lease, an operating lease asset of $71,853 and an operating lease long-term liability of $71,196 was incurred. These amounts are included within other assets and operating lease liabilities, respectively, in the Condensed Consolidated Balance Sheets as of September 25, 2021.

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. Accumulated other comprehensive income (loss) consisted of the following at September 25, 2021 and December 26, 2020:


	Foreign Currency Translation Adjustments		Gain on Hedging Activities		Defined Benefit Pension Plan		Accumulated Other Comprehensive Loss
Balance at December 26, 2020	$	(213,064)	$	15,550	$	(112,272)	$	(309,786)
Current-period comprehensive income (loss)	(16,643)		14,369		1,838		(436)
Balance at September 25, 2021	$	(229,707)	$	29,919	$	(110,434)	$	(310,222)

Revenue Recognition

The Company determines the appropriate revenue recognition for our 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 when the performance obligation is related to the manufacturing of goods. Contract revenues are classified as service when the performance obligation is the performance of a service. Service revenue is primarily related to the Coatings segment.

Customer acceptance provisions exist only in the design stage of our products 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 revenue associated with the design stage. There is one performance obligation for revenue recognition. 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.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Shipping and handling costs associated with sales are recorded as cost of goods sold. The Company elected to use the practical expedient of treating freight as a fulfillment obligation instead of a separate performance obligation and ratably recognize freight expense as the structure is being manufactured, when the revenue from the associated customer contract is being recognized over time. With the exception of the Utility segment and the wireless communication structures product line, the Company’s inventory is interchangeable for a variety of each segment’s customers. The Company elected the practical expedient 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 elected the practical expedient to 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.

Segment and Product Line Revenue Recognition

The Utility segment revenues are derived from manufactured steel and concrete structures for the North America utility industry and offshore and other complex structures used in energy generation and distribution outside of the United States. Steel and concrete utility structures 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 our 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 our steel and concrete utility and wireless communication structure product lines, we generally recognize 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. Revenue from the offshore and other complex structures business is also recognized 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 sales of steel and concrete structures; the Company has chosen to use the practical expedient to expense estimated commissions owed to third parties by recognizing them proportionately as the goods are manufactured.

The ESS segment revenues are derived from the manufacture and distribution of poles, towers, and components for lighting, transportation, and highway safety, engineered access systems, and wireless communication markets. For the lighting, transportation, and highway safety product lines, 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. For Access Systems, revenue is generally recognized upon delivery of goods to the customer which is the same point in time that the customer is billed. The wireless communication product line has large regional customers who have unique product specifications for communication 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. For the remaining wireless communication product line customers which do not provide a contractual right to bill for work completed on a canceled order, revenue is recognized upon shipment or delivery of the goods to the customer which is the same point in time that the customer is billed.

The Coatings segment 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.

The Irrigation segment revenues are derived from the manufacture of agricultural irrigation equipment and related parts and services for the agricultural industry and tubular products for industrial customers. Revenue recognition for the irrigation segment 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 are primarily billed annually and revenue is recognized on a straight-line basis over the subsequent twelve months.

Disaggregation of revenue by product line is disclosed in the Segment footnote. A breakdown by segment of revenue recognized over time and at a point in time for the thirteen and thirty-nine weeks ended September 25, 2021 and September 26, 2020 is as follows:

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)


	Point in Time		Over Time		Point in Time		Over Time
	Thirteen weeks ended September 25, 2021		Thirteen weeks ended September 25, 2021		Thirty-nine weeks ended September 25, 2021		Thirty-nine weeks ended September 25, 2021
Utility Support Structures	$	12,834	$	263,668	$	28,255	$	768,808
Engineered Support Structures	271,277		9,772		745,125		27,420
Coatings	74,906		—		224,102		—
Irrigation	230,273		6,052		729,813		14,774
Total	$	589,290	$	279,492	$	1,727,295	$	811,002


	Point in Time		Over Time		Point in Time		Over Time
	Thirteen weeks ended September 26, 2020		Thirteen weeks ended September 26, 2020		Thirty-nine weeks ended September 26, 2020		Thirty-nine weeks ended September 26, 2020
Utility Support Structures	$	43,287	$	229,192	$	56,830	$	667,070
Engineered Support Structures	244,785		10,160		697,491		33,693
Coatings	68,698		—		199,955		—
Irrigation	133,999		3,849		430,729		11,210
Total	$	490,769	$	243,201	$	1,385,005	$	711,973

The Company's contract asset as of September 25, 2021 and December 26, 2020 was $155,417 and $123,495,

respectively. Both steel and concrete utility customers are generally invoiced upon shipment or delivery of the goods to the customer's specified location with few customers that make up-front or progress payments. The offshore and complex steel structures business invoices customers a number of ways including advanced billings, progress billings, and billings upon shipment.

At September 25, 2021 and December 26, 2020, total contract liabilities were $203,198 and $170,919, respectively. At September 25, 2021, $138,286 is recorded as contract liabilities and $64,912 is recorded as other noncurrent liabilities on the condensed consolidated balance sheets. During the thirteen and thirty-nine weeks ended September 25, 2021, the Company recognized $18,981 and $88,350 of revenue that was included in the liability as of December 26, 2020. In the thirteen and thirty-nine weeks ended September 26, 2020, the Company recognized $16,333 and $55,610 of revenue that was included in the liability as of December 28, 2019. The revenue recognized was due to applying advance payments received for performance obligations completed during the period. At September 25, 2021, the Company had $124,767 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.

Recently Adopted Accounting Pronouncements

In December 2019, the FASB issued Accounting Standards Update No. 2018-14 (ASU 2019-12), Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, which simplifies the accounting and disclosure requirements for income taxes by clarifying existing guidance to improve consistency in application of Accounting Standards Codification (ASC) 740. The Company adopted this standard on the first day of fiscal 2021 and it did not have a material impact on the Company's condensed consolidated financial statements.

Recently Issued Accounting Pronouncements (not yet adopted)

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

In March 2020, the 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, which provides optional expedients and exceptions for applying GAAP principles to contracts, hedging relationships, and other transactions that reference London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued due to reference rate reform. . In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope, which clarified that certain optional expedients and exceptions in Topic 848 apply to derivative instruments that are affected by the discounting transition due to reference rate reform. The Company has not used any of the accommodations to date, but may use them up until December 31, 2022.

(2) ACQUISITIONS

On May 12, 2021, the Company acquired the outstanding shares of 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, allows the Company to accelerate innovation with machine learning for agronomy and will be reported in the Irrigation segment. The preliminary fair values assigned were $269,859 for goodwill, $37,300 for developed technology, trade name of $2,900, property, plant, and equipment of $1,063, deferred tax liability of $9,246, and the remainder to net working capital. Goodwill is not deductible for tax purposes and the developed technology asset will be amortized over 5 years. The amount allocated to goodwill was primarily attributable to anticipated synergies and other intangibles that do not qualify for separate recognition. The Company expects to finalize the purchase price allocation in the fourth quarter of 2021.

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 that will be settled within 12 months of the acquisition date. The acquisition of PivoTrac, located in Texas, allows the Company to advance its technology strategy and increase its number of connected agricultural devices and will be reported in the Irrigation segment. The preliminary 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 10 years. The Company expects the purchase price allocation to be finalized 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 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 is net working capital. Goodwill is not deductible for tax purposes and the customer relationship will be amortized over 8 years. The acquisition of Solbras, located in Brazil, allows the Company to expand its product offerings in the Irrigation 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 the they do not have a significant impact on the Company's financial results.

Acquisitions of Noncontrolling Interests

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 Company finalized the accounting for owning 100% of AgSense in the second quarter of 2020 which resulted in the recognition of a deferred tax asset of

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

approximately $7,700. In the first quarter of 2020, the Company acquired 16% of the remaining 25% that it did not own of Convert Italia for a cash payment of $11,750. The purchase agreement also settled the escrow funds which the Company had paid at date of acquisition.

As these transactions were for the acquisition of all or part of the remaining shares of a consolidated subsidiary with no change in control, they were recorded within shareholders' equity and as a financing activity in the Condensed Consolidated Statements of Cash Flows.

(3) RESTRUCTURING ACTIVITIES

In 2020, the Company executed certain regional restructuring activities (the "2020 Plan") primarily in the ESS and Utility segments and a U.S. specific early retirement program covering all segments. The 2020 Plan included the closure of one U.S. Coatings facility and restructuring activities were completed by the end of 2020. For the third quarter and first three quarters of 2020, the Company recorded restructuring expenses in cost of sales and selling, general, and administrative expenses of $2,910 and $8,489, respectively.

Changes in liabilities recorded for the restructuring plans were as follows:


	Balance at December 26, 2020		Costs Paid or Otherwise Settled		Balance at September 25, 2021
Severance	$	12,660	$	(12,660)	$	—

(4) GOODWILL AND INTANGIBLE ASSETS

Amortized Intangible Assets

The components of amortized intangible assets at September 25, 2021 and December 26, 2020 were as follows:


	September 25, 2021
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	239,493	$	166,857	13 years

Patents & Proprietary Technology	63,109		12,318		8 years
Other	7,469		6,828		4 years
	$	310,071	$	186,003


	December 26, 2020
	Gross Carrying Amount		Accumulated Amortization		Weighted Average Life
Customer Relationships	$	237,232	$	155,760	13 years

Patents & Proprietary Technology	26,208		8,301		14 years
Other	7,602		6,786		4 years
	$	271,042	$	170,847

Amortization expense for intangible assets for the thirteen and thirty-nine weeks ended September 25, 2021 and September 26, 2020, respectively was as follows:

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)


Thirteen weeks ended				Thirty-nine weeks ended
2021		2020		2021		2020
$	6,137	$	4,518	$	15,551	$	13,621

Estimated annual amortization expense related to finite-lived intangible assets is as follows:


	Estimated Amortization Expense
2021	$	21,392
2022	21,062
2023	19,261
2024	17,324
2025	15,868

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 and consist solely of trade names. The carrying value of trade names at September 25, 2021 and December 26, 2020 are as follows:


	September 25, 2021		December 26, 2020		Year Acquired
Newmark	$	11,111	$	11,111	2004
Webforge	8,035		7,972		2010
Convert Italia S.p.A	8,790		9,137		2018
Valmont SM	8,386		8,720		2014
Ingal EPS/Ingal Civil Products	7,790		7,730		2010
Walpar	3,500		3,500		2018
Shakespeare	4,000		4,000		2014
Other	17,769		14,828		Various
	$	69,381	$	66,998

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.

The Company’s trade names were tested for impairment as of August 28, 2021. The values of each trade name were determined using the relief-from-royalty method. Based on this evaluation, no trade names were determined to be impaired. In 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 2020.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Goodwill

The carrying amount of goodwill by segment as of September 25, 2021 and December 26, 2020 was as follows:


	Engineered Support Structures Segment		Utility Support Structures Segment		Coatings Segment		Irrigation Segment		Total
Gross Balance December 26, 2020	$	232,323	$	135,335	$	94,309	$	30,177	$	492,144
Accumulated impairment losses	(31,245)		(14,355)		(16,222)		—		(61,822)
Balance at December 26, 2020	201,078		120,980		78,087		30,177		430,322
Acquisitions	—		—		—		280,659		280,659


Foreign currency translation	170		(1,731)		129		(87)		(1,519)
Balance at September 25, 2021	$	201,248	$	119,249	$	78,216	$	310,749	$	709,462

The Company’s annual impairment test of goodwill was performed as of August 28, 2021, using primarily the discounted cash flow method. During fiscal 2021, no goodwill impairment has been recorded.

An interim impairment test was required in the second quarter of 2020 and that test showed that the Access Systems reporting unit's carrying value was higher than its estimated fair value. Accordingly, the Company recorded a $12,575 impairment of Access System's goodwill in fiscal 2020.

(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 thirty-nine weeks ended September 25, 2021 and September 26, 2020 were as follows:


	2021		2020
Interest	$	20,716	$	20,298
Income taxes	40,113		35,803

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(6) EARNINGS PER SHARE

The following table provides a reconciliation between Basic and Diluted earnings per share (EPS):


	Basic EPS		Dilutive Effect of Stock Options		Diluted EPS
Thirteen weeks ended September 25, 2021:
Net earnings attributable to Valmont Industries, Inc.	$	51,650	$	—	$	51,650
Weighted average shares outstanding (000's)	21,175		377		21,552
Per share amount	$	2.44	$	(0.04)	$	2.40
Thirteen weeks ended September 26, 2020:
Net earnings attributable to Valmont Industries, Inc.	$	39,342	$	—	$	39,342
Weighted average shares outstanding (000's)	21,309		107		21,416
Per share amount	$	1.85	$	(0.01)	$	1.84
Thirty-nine weeks ended September 25, 2021
Net earnings attributable to Valmont Industries, Inc.	$	168,774	$	—	$	168,774
Weighted average shares outstanding (000's)	21,182		301		21,483
Per share amount	$	7.97	$	(0.11)	$	7.86
Thirty-nine weeks ended September 26, 2020:
Net earnings attributable to Valmont Industries, Inc.	$	104,878	$	—	$	104,878
Weighted average shares outstanding (000's)	21,358		95		21,453
Per share amount	$	4.91	$	(0.02)	$	4.89

At September 25, 2021 and September 26, 2020, there were 0 and 296,966 outstanding stock options with exercise prices exceeding the market price of common stock that were excluded from the computation of diluted earnings per share, respectively.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(7) DERIVATIVE FINANCIAL INSTRUMENTS

The Company manages interest rate risk, commodity price risk, and foreign currency risk related to foreign currency denominated transactions and investments in foreign subsidiaries. Depending on the circumstances, the Company may manage these risks by utilizing derivative financial instruments. Some derivative financial instruments are marked to market and recorded in the Company's consolidated statements of earnings, while others may be accounted for as fair value, cash flow, or net investment hedges. Derivative financial instruments have credit and market risk. The Company manages these risks of derivative instruments by monitoring limits as to the types and degree of risk that can be taken, and by entering into transactions with counterparties who are recognized, stable multinational banks. Any gains or losses from net investment hedge activities remain in OCI until either the sale or substantially complete liquidation of the related subsidiaries.

Fair value of derivative instruments at September 25, 2021 and December 26, 2020 are as follows:


Derivatives designated as hedging instruments:	Balance sheet location	September 25, 2021		December 26, 2020

Commodity forward contracts	Prepaid expenses and other assets	$	7,623	$	—
Foreign currency forward contracts	Prepaid expenses and other assets	—		724
Foreign currency forward contracts	Accrued expenses	(84)		—
Cross currency swap contracts	Prepaid expenses and other assets	1,309		600
Cross currency swap contracts	Accrued expenses	(1,847)		(7,235)
		$	7,001	$	(5,911)

Gains (losses) on derivatives recognized in the condensed consolidated statements of earnings for the thirteen and thirty-nine weeks ended September 25, 2021 and September 26, 2020 are as follows:


		Thirteen weeks ended				Thirty-nine weeks ended
	Statements of earnings location	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Commodity forward contracts	Product cost of sales	$	9,870	$	—	$	10,140	$	—
Foreign currency forward contracts	Other income	187		116		123		146
Foreign currency forward contracts	Product sales	—		1,017		—		1,169
Interest rate hedge amortization	Interest expense	(16)		(16)		(48)		(48)
Cross currency swap contracts	Interest expense	691		649		2,060		2,111
		$	10,732	$	1,766	$	12,275	$	3,378

Cash Flow Hedges

During the first three quarters of 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 $39,731 for the total purchase of 41,000 short tons from May 2021 to June 2022. The gain/(loss) realized upon settlement will be recorded in product cost of sales in the condensed consolidated statements of earnings over average inventory turns.

During the first half of 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 qualify 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 the first half of 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 qualifies as a fair value hedge, matures in December 2021 and has a notional amount to sell $2,000 in exchange for a stated amount of Euros.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Net Investment Hedges

In the second quarter of 2020, the Company early settled their Australian dollar denominated forward currency contracts and received proceeds of $11,983. The proceeds/gain from these settlements (net of tax) will remain in Other Comprehensive Income (OCI) until either the sale or substantially complete liquidation of the related subsidiaries.

In 2019, the Company entered into two fixed-for-fixed cross currency swaps (“CCS”), swapping U.S. dollar principal and interest payments on a portion of its 5.00% senior unsecured notes due 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.

Key terms of the two CCS are as follows:


Currency	Notional Amount		Termination Date	Swapped Interest Rate	Set Settlement Amount
Danish Krone (DKK)	$	50,000	April 1, 2024	2.68%	DKK 333,625
Euro	$	80,000	April 1, 2024	2.825%	€71,550

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 OCI. Net interest receipts will be recorded as a reduction of interest expense over the life of the CCS.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(8) BUSINESS SEGMENTS

The Company has four 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.

Reportable segments are as follows:

UTILITY SUPPORT STRUCTURES: This segment consists of the manufacture of engineered steel, concrete and composite structures for the utility markets, including transmission, distribution, substations, and renewable energy generation equipment and drone inspection services;

ENGINEERED SUPPORT STRUCTURES: This segment consists of the manufacture and distribution of engineered poles, towers, and components for lighting, traffic, and wireless communication markets, engineered access systems, integrated structure solutions for smart cities, and highway safety products;

COATINGS: This segment consists of galvanizing, painting, and anodizing services to preserve and protect metal products; and

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

The Company evaluates the performance of its business segments based upon operating income and invested capital. The Company does not allocate interest expense, non-operating income and deductions, or income taxes to its business segments.

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

Summary by Business


	Thirteen weeks ended				Thirty-nine weeks ended
	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
SALES:
Utility Support Structures segment:
Steel	$	199,946	$	156,082	$	545,417	$	482,430
Concrete	39,656		39,215		123,477		120,653
Engineered Solar Tracker Solutions	13,224		43,287		28,690		56,830
Offshore and Other Complex Steel Structures	23,676		35,809		99,914		71,265
Utility Support Structures segment	$	276,502	$	274,393	$	797,498	$	731,178
Engineered Support Structures segment:
Lighting, Traffic, and Highway Safety Products	$	188,589	$	181,571	$	529,432	$	534,585
Communication Products	63,424		50,677		164,055		139,759
Access Systems	29,084		23,408		79,326		65,439
Engineered Support Structures segment	281,097		255,656		772,813		739,783
Coatings segment	96,685		87,886		288,131		255,976
Irrigation segment:
North America	116,308		75,803		395,096		281,397
International	124,023		63,406		356,864		165,171
Irrigation segment	240,331		139,209		751,960		446,568

Total	894,615		757,144		2,610,402		2,173,505
INTERSEGMENT SALES:
Utility Support Structures segment	—		1,914		435		7,278
Engineered Support Structures segment	48		711		268		8,599
Coatings segment	21,779		19,188		64,029		56,021
Irrigation segment	4,006		1,361		7,373		4,629

Total	25,833		23,174		72,105		76,527
NET SALES:
Utility Support Structures segment	276,502		272,479		797,063		723,900
Engineered Support Structures segment	281,049		254,945		772,545		731,184
Coatings segment	74,906		68,698		224,102		199,955
Irrigation segment	236,325		137,848		744,587		441,939

Total	$	868,782	$	733,970	$	2,538,297	$	2,096,978

OPERATING INCOME:
Utility Support Structures segment	$	24,561	$	25,881	$	61,168	$	75,255
Engineered Support Structures segment	34,383		25,434		86,235		46,183
Coatings segment	12,478		12,416		40,018		33,618
Irrigation segment	27,735		14,687		108,467		60,701


Corporate	(22,962)		(16,939)		(59,857)		(43,943)
Total	$	76,195	$	61,479	$	236,031	$	171,814

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Dollars in thousands, except per share amounts)

(Unaudited)

(9) SUBSEQUENT EVENT

On October 18, 2021, subsequent to the end of our third quarter of 2021, the Company and its wholly-owned subsidiaries Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as Borrowers, entered into a Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto (the “Restated Credit Agreement”). The Restated Credit Agreement amends and restates the First Amended and Restated Credit Agreement dated as of October 18, 2017 among the Borrowers, the Administrative Agent and the other lenders party thereto (as amended, the “Original Credit Agreement”) The changes to the Restated Credit Agreement are as follows:

a.an increase in the commitments under the credit facility from $600 million to $800 million;

b.an increase in the accordion under the credit facility from $200 million to $300 million;

c.an extension of the maturity date of the credit facility from October 18, 2022 to October 18, 2026;

d.replacement of LIBOR as the benchmark interest rate with SOFR;

e.removal of the interest coverage ratio (adjusted EBITDA / interest expense) as a covenant;

f.a modification of the leverage ratio (interest-bearing debt / adjusted EBITDA) to deduct unrestricted cash in excess of $50 million (but not exceeding $500 million) from interest-bearing debt.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on assumptions that management has made in light of experience in the industries in which the Company operates, as well as management’s perceptions of historical trends, current conditions, expected future developments and other factors believed to be appropriate under the circumstances. These statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. Management believes that these forward-looking statements are based on reasonable assumptions. Many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. These factors include, among other things, the continuing and developing effects of COVID-19 including the effects of the outbreak on the general economy and the specific effects on the Company's business and that of its customers and suppliers, risk factors described from time to time in the Company’s reports to the Securities and Exchange Commission, as well as future economic and market circumstances, industry conditions, company performance and financial results, operating efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, and actions and policy changes of domestic and foreign governments.

This discussion should be read in conjunction with the financial statements and notes thereto, and the management's discussion and analysis included in the Company's Annual Report on Form 10-K for the fiscal year ended December 26, 2020. Segment net sales in the table below and elsewhere are presented net of intersegment sales. See Note 8 of our condensed consolidated financial statements for additional information on segment sales and intersegment sales.

Results of Operations (Dollars in millions, except per share amounts)


	Thirteen weeks ended								Thirty-nine weeks ended
	September 25, 2021			September 26, 2020			% Incr. (Decr.)		September 25, 2021			September 26, 2020			% Incr. (Decr.)
Consolidated
Net sales	$	868.8		$	734.0		18.4	%	$	2,538.3		$	2,097.0		21.0	%
Gross profit	227.4			190.7			19.2	%	661.6			560.9			18.0	%
as a percent of sales	26.2		%	26.0		%			26.1		%	26.7		%
SG&A expense	151.2			129.3			16.9	%	425.6			$	389.1		9.4	%
as a percent of sales	17.4		%	17.6		%			16.8		%	18.6		%
Operating income	76.2			61.5			23.9	%	236.0			171.8			37.4	%
as a percent of sales	8.8		%	8.4		%			9.3		%	8.2		%
Net interest expense	10.6			10.0			6.0	%	30.6			28.6			7.0	%

Effective tax rate	23.4		%	23.0		%			21.3		%	26.9		%
Net earnings	$	51.7		$	39.3		31.6	%	$	168.8		$	104.9		60.9	%
Diluted earnings per share	$	2.40		$	1.84		30.4	%	$	7.86		$	4.89		60.7	%
Utility Support Structures (Utility)
Net sales	$	276.5		$	272.5		1.5	%	$	797.1		$	723.9		10.1	%
Gross profit	53.5			54.7			(2.2)	%	149.3			156.1			(4.4)	%
SG&A expense	28.9			28.8			0.3	%	88.1			80.8			9.0	%
Operating income	24.6			25.9			(5.0)	%	61.2			75.3			(18.7)	%
Engineered Support Structures (ESS)
Net sales	$	281.0		$	255.0		10.2	%	$	772.5		$	731.2		5.6	%
Gross profit	79.9			71.3			12.1	%	219.6			201.4			9.0	%
SG&A expense	45.6			45.8			(0.4)	%	133.4			155.2			(14.0)	%
Operating income	34.3			25.5			34.5	%	86.2			46.2			86.6	%
Coatings
Net sales	$	74.9		$	68.7		9.0	%	$	224.1		$	200.0		12.1	%
Gross profit	22.9			22.6			1.3	%	71.1			64.2			10.7	%
SG&A expense	10.4			10.2			2.0	%	31.1			30.6			1.6	%
Operating income	12.5			12.4			0.8	%	40.0			33.6			19.0	%
Irrigation
Net sales	$	236.4		$	137.8		71.6	%	$	744.6		$	441.9		68.5	%
Gross profit	70.7			42.2			67.5	%	220.9			139.2			58.7	%
SG&A expense	42.9			27.5			56.0	%	112.4			78.5			43.2	%
Operating income	27.8			14.7			89.1	%	108.5			60.7			78.7	%
Net corporate expense
Gross profit	$	0.3		—			NM		$	0.6		$	—		NM
SG&A	$	23.3		$	17.0		37.1	%	$	60.5		$	44.0		37.5	%
Operating loss	(23.0)			(17.0)			(35.3)	%	(59.9)			(44.0)			(36.1)	%

Overview

On a consolidated basis, net sales were higher in the third quarter and first three quarters of 2021, as compared to the same periods of 2020, with higher sales in all segments. The change in net sales in the third quarter and first three quarters of fiscal 2021, as compared with the same period in 2020, is as follows:


	Third quarter
	Total		Utility		ESS		Coatings		Irrigation
Sales - 2020	$	734.0	$	272.5	$	255.0	$	68.7	$	137.8
Volume	32.6		(22.3)		(1.3)		0.5		55.7
Pricing/mix	91.1		25.6		21.6		4.6		39.3
Acquisition/(divestiture)	1.2		—		—		—		1.2
Currency translation	9.9		0.7		5.8		1.1		2.3
Sales - 2021	$	868.8	$	276.5	$	281.1	$	74.9	$	236.3


	Year-to-Date
	Total		Utility		ESS		Coatings		Irrigation
Sales - 2020	$	2,097.0	$	723.9	$	731.2	$	200.0	$	441.9
Volume	222.5		37.9		(22.9)		3.2		204.3
Pricing/mix	173.0		28.4		38.4		12.8		93.4
Acquisition/(divestiture)	9.2		2.2		—		—		7.0
Currency translation	36.6		4.7		25.9		8.1		(2.1)
Sales - 2021	$	2,538.3	$	797.1	$	772.6	$	224.1	$	744.5

Volume effects are estimated based on a physical production or sales measure. Since products we sell are not uniform in nature, pricing and mix relate to a combination of changes in sales prices and the attributes of the product sold. Accordingly, pricing and mix changes do not necessarily result in operating income changes.

Average steel prices for both hot rolled coil and plate were higher in North America in the third quarter and first three quarters of 2021, as compared to 2020, contributing to higher cost of sales and lower gross profit margin for the Utility segment and the overall Company as raw material cost inflation was not fully recovered through selling pricing mechanisms.

The Company acquired the following businesses:

•PivoTrac in the second quarter of 2021, an agricultural technology company that offers solutions focused on remote monitoring of center pivot irrigation machines (Irrigation).

•Prospera in the second quarter of 2021, a privately-held Israeli-based artificial intelligence company, focused on machine learning and computer vision in agriculture (Irrigation).

•KC Utility Packaging ("Valmont Substation") in the first quarter of 2020, a provider of engineering, design, and packaging services in the substation market (Utility).

•Energia Solar Do Brasil ("Solbras") in the second quarter of 2020, a leading provider of solar energy solutions for agriculture (Irrigation).

COVID-19 Impact on Financial Results and Liquidity

We are considered an essential business because of the products and services that serve critical infrastructure sectors as defined by many governments around the world. Our significant manufacturing facilities are open and fully operational as of September 25, 2021. Certain foreign manufacturing facilities were temporarily closed for part of the first half of 2020 due to government mandates. We continue to monitor incidence of COVID-19 on a continuous basis, particularly in areas reporting recent increases in infection. To protect the safety, health and well-being of employees, customers, suppliers and communities, CDC and WHO guidelines are being followed in all facilities.

We generated $61.8 million of cash flows from operating activities during the first three quarters of 2021. Our main focus is to maintain liquidity to support the working capital needs of our operations and maintain our investment grade credit rating.

The ultimate magnitude of COVID-19, including the extent of its impact on the Company’s financial and operational results, cash balances and available borrowings on our line of credit, will be determined by the length of time the pandemic continues, its effect on the demand for the Company’s products and services and supply chain, as well as the effect of governmental regulations imposed in response to the pandemic.

Backlog

The backlog of unshipped orders at September 25, 2021 was approximately $1.5 billion compared with approximately $1.1 billion at December 26, 2020. The increase is primarily attributed to the receipt of three additional purchase orders during the first three quarters of 2021 totaling approximately $267 million for a large Utility project in North America. We expect the backlog to be fulfilled within the subsequent 12 months with the exception of $175 million primarily related to these three new Utility orders.

Currency Translation

In the third quarter and first three quarters of 2021, we realized an increase in operating income, as compared with 2020, due in part to currency translation effects. The breakdown of this effect by segment was as follows:



	Total		Utility		ESS		Coatings		Irrigation		Corporate
Third quarter	$	1.5	$	—	$	0.9	$	0.2	$	0.4	$	—

Year-to-date	$	0.3	$	(0.8)	$	1.0	$	1.3	$	(0.3)	$	(0.9)

Gross Profit, SG&A, and Operating Income

At a consolidated level, gross profit as a percent of sales was relatively flat in the third quarter and lower in the first three quarters of 2021, as compared with the same periods in 2020, due to higher raw material costs across the Company, somewhat offset by improved selling prices and sales mix. In the third quarter and first three quarters of 2021 as compared to 2020, gross profit was higher for all operating segments except the Utility segment.

SG&A expenses increased in the third quarter and first three quarters of 2021 as compared to the same periods in 2020. The increase in the third quarter and first three quarters of 2021 over the same period of 2020 was due to higher incentives due to improved operations, salary merit increases, foreign currency translation effects, and SG&A contributed from the recent acquisition of Prospera and PivoTrac, and intangible asset amortization from such acquisitions. The increase for the first three quarters of 2021 versus 2020 were somewhat offset by a reduction in certain restructuring expenses, and a partial impairment of goodwill and tradename for the Access Systems business that did not recur in 2021.

In the third quarter and first three quarters of 2021, as compared to the same periods of 2020, operating income was higher in the Irrigation, ESS, and Coatings segments and lower in the Utility segment. The increase in consolidated operating income in the third quarter is primarily attributed to higher irrigation sales volume and pricing actions in both Irrigation and ESS, somewhat offset by the decrease in gross profit in Utility with higher average selling prices more than offset by the impact of the cost of steel and lower offshore product sales, as well as increases in SG&A expenses. The increase in consolidated operating income in the first three quarters is primarily attributed to higher irrigation sales volumes, pricing actions in both Irrigation and ESS, the partial goodwill and tradename impairment recognized in 2020 that did not recur in 2021; somewhat offset by the decrease in gross profit in Utility due to the same factors mentioned above for the third quarter and increases in SG&A expenses.

Net Interest Expense and Debt

Interest expense in the third quarter and first three quarters of 2021 approximated the amount recognized in 2020. Interest income was lower in the third quarter and first three quarters of 2021, as compared to 2020, due to lower interest rates on cash equivalents and lower overall related balances of cash equivalents throughout 2021.

Other Income/Expenses

The change in other income/expenses in the third quarter of 2021, as compared to 2020, was primarily due to a higher pension benefit of $1.8 million, and the change in valuation of deferred compensation assets which resulted in lower other income of $0.4 million. The change in other income/expenses in the first three quarters of 2021, as compared to 2020, was primarily due to a higher pension benefit of $5.6 million and the change in valuation of deferred compensation assets which resulted in higher other income of $0.5 million. The change in valuation of deferred compensation is shown as "Gain on investments (unrealized)" on the condensed consolidated statements of earnings. The change related to deferred compensation assets are offset by an opposite change of the same amount in SG&A expense. The remaining change was primarily due to fluctuations in foreign currency transaction gains/losses that was more favorable in 2021.

Income Tax Expense

Our effective income tax rate in the third quarter and first three quarters of 2021 was 23.4% and 21.3%, compared to 23.0% and 26.9% in the third quarter and first three quarters of 2020. On a year-to-date basis, the decrease in the effective tax rate is primarily the result of a U.S. tax benefit related to foreign taxes paid which did not occur in 2020 in addition to the 2020 partial impairment of goodwill and tradename for the Access Systems business that was not fully tax deductible.

Earnings Attributable to Noncontrolling Interests

Earnings attributable to noncontrolling interests and equity in loss of nonconsolidated subsidiaries were consistent in the third quarter and first three quarters of 2021 as compared to 2020.

Cash Flows from Operations

Our cash flows provided by operations was $61.8 million in the first three quarters of fiscal 2021, as compared with $273.0 million provided by operations in the first three quarters of 2020. The decrease in operating cash flow in the first three quarters of 2021, as compared with 2020, was primarily due to an increase in inventory, partially offset by an increase in advance payments received for performance obligations.

Utility segment

In the Utility segment, sales increased in the third quarter and first three quarters of 2021 as compared with 2020, primarily due to higher average selling prices in the steel product line. A number of our sales contracts in North America contain mechanisms that tie the sales price to published steel index pricing at the time our customer issues their purchase order. This resulted in increases to the average selling prices for our steel utility structures product line for the third quarter and first three quarters of 2021, as compared with 2020. For the third quarter and first three quarters of 2021, sales of concrete structures approximated the amount recognized in fiscal 2020, as slightly lower volumes were offset by increases in average selling prices and improved product mix.

Offshore sales decreased in the third quarter and increased in the first three quarters of 2021, as compared to 2020, due to a large decrease in sales volume in the third quarter that was more than offset by higher volumes in the first half of 2021. Solar tracker solution sales decreased in the third quarter and first three quarters of 2021, as compared to 2020, due to lower volumes.

Gross profit decreased in the third quarter and first three quarters of 2021, as compared to 2020, due to the rapid steel cost inflation that could not be fully recovered through pricing mechanisms for the steel structures product line, as well as the decreased volumes in the solar tracker solutions product line. SG&A expense was relatively flat in the third quarter, as compared with 2020. SG&A expense was higher in the first three quarters, as compared with 2020, due primarily to a $5.5 million write-off of a receivable following arbitration within the offshore and other complex structures product line. The decrease in operating income for the third quarter of 2021, as compared with 2020, is primarily due to higher average selling prices more than offset by the impact of the cost of steel and lower offshore product sales. The decrease in operating income

for the first three quarters of 2021, as compared with 2020, is primarily due to the increase in the cost of steel that could not be fully recovered through higher average selling prices and the $5.5 million receivable write-off recognized in 2021.

ESS segment

Net sales in the third quarter of 2021, as compared to 2020, increased across the three product lines from pricing actions and due to favorable currency translation effect of $5.8 million. Net sales increased in the first three quarters of 2021 as compared to 2020, driven by $25.9 million of favorable foreign currency translation, higher average selling prices across the three product lines, partially offset by lower sales volumes of lighting, traffic and highway safety products.

Global lighting, traffic, and highway safety product sales in the third quarter of 2021 increased by $7.0 million, as compared to the same period in fiscal 2020, primarily attributed to higher average selling price partially offset by lower sales volumes across most regions. Sales volumes decreased in North America in the third quarter and first three quarters of 2021, attributed to a slowdown in order volumes in the latter half of 2020 due to delays in approving the FAST Act extension. Europe sales of lighting and traffic products were similar in the third quarter of 2021 versus 2020 and higher for the first three quarters of 2021 versus 2020, due to COVID mandated plant closures in 2020 that did not recur in 2021. Lighting, traffic, and highway safety product sales in the Asia-Pacific region increased in the third quarter and first three quarters of 2021, as compared to 2020, due to improved volumes of highway safety products and favorable currency translation.

Communication product line sales were higher by $12.7 and $24.2 million in the third quarter and first three quarters of 2021, as compared with the same periods in 2020. In North America, communication product selling prices increased in the third quarter and first three quarters of 2021, as well as increases in sales volumes in the third quarter and first three quarters of 2021 due to higher demand for communication structures and components. Communication product sales also improved due to an increase in sales volumes in the U.K. and Asia-Pacific. 5G deployments continue to increase market opportunities across all regions.

Access Systems product line net sales increased in the third quarter of 2021, as compared to 2020, by $5.7 million due to favorable currency translation effects and higher sales volumes. The sales improvement on a year-to-date basis can be attributed to the favorable currency translation effects and the higher second and third quarter sales volumes.

Gross profit was higher in the third quarter and first three quarters of 2021, as compared to 2020, primarily due to selling price management that expanded margins in a rising commodity cost environment and improved performance by the access systems product line. SG&A spending was lower for the first three quarters of 2021 versus 2020 due primarily to the $16.6 million partial impairment of goodwill and tradenames within the access systems product line recognized in 2020 which did not recur in 2021. Operating income increased in the third quarter and first three quarters of 2021 due to improved average selling prices and the $16.6 million impairment recognized in 2020 which did not recur in 2021.

Coatings segment

Coatings segment sales increased in the third quarter and first three quarters of 2021, as compared to the same periods in 2020, due to higher average selling prices and favorable foreign currency translation. In North America, a modest improvement in sales volume combined with the increase in average selling prices to counteract the higher cost of zinc resulted in an increase in net sales in the third quarter and first three quarters of 2021. In Asia-Pacific region, sales improved in all regions in 2021 due to sales price increases, higher volumes, and favorable foreign currency translation.

The gross profit margin decreased in the third quarter of 2021, as compared to 2020, as inflation in costs (zinc and labor) were not fully offset by the increase in average selling prices. SG&A expense was similar in the third quarter and first three quarters of 2021, as compared to 2020. Operating income was higher in the first three quarters of 2021, compared to the same period in 2020, due to improved sales pricing, volume increases, and favorable foreign currency translation, partially offset by startup costs related to the new Pittsburgh facility.

Irrigation segment

The increase in Irrigation segment net sales in the third quarter and first three quarters of 2021, as compared to 2020, is due to strong sales volume improvements in almost all markets, as well as higher average selling prices. The sales volume improvements for international irrigation was primarily due to deliveries on the multi-year Egypt project and higher sales in Brazil. In North America, higher sales volumes for irrigation systems and parts were driven by improved agricultural commodity prices. Sales of technology-related products and services continue to increase, as growers continued adoption of technology to reduce costs and enhance profitability.

The increase in gross profit in 2021 as compared to 2020 is primarily attributed to the sales volume growth and partially attributed to the significant increase in average selling prices for the industrial tubing product line. SG&A was higher in the third quarter and first three quarters of 2021, as compared to 2020, due to approximately $8.5 million of SG&A from the recently acquired Prospera and PivoTrac, and higher incentive expense due to improved operating results. Operating income for the segment increased in 2021 due to improved global sales volumes and pricing.

Net corporate expense

Corporate SG&A expense was higher in the third quarter and first three quarters of 2021, as compared to 2020. The increase in the third quarter is primarily due to higher incentive accruals related to business performance. The increase in the first three quarters of 2021,as compared to 2020, is due to higher incentive accruals, an increase in stock compensation expense, and an increase in acquisition diligence expense.

Liquidity and Capital Resources

Cash Flows

Working Capital and Operating Cash Flows-Net working capital was $863.8 million at September 25, 2021, as compared to $881.3 million at December 26, 2020. The decrease in net working capital in 2021 is attributed to a decrease in cash and cash equivalents due to the recent business acquisitions and an increase in accounts payable, partially offset by an increase in inventory and receivable balances. Cash flow provided by operations was $61.8 million in the first three quarters of 2021, as compared with $273.0 million in the first three quarters of 2020. The decrease in operating cash flows in 2021, as compared to 2020, was primarily the result of an increased inventory balance that was partially offset by an increase in customer advances payments (contract liabilities) and lower pension plan contributions. The required 2021 pension contribution was made in the fourth quarter of 2020.

Investing Cash Flows- The increase in investing cash outflows in the first three quarters of 2021, as compared to 2020, can be attributed to $312.5 million paid for acquisitions occurring during 2021 as compared to $15.9 million paid in 2020. Capital spending in the first three quarters of fiscal 2021 was $80.5 million, as compared to $71.0 million for the same period in 2020. We expect our capital expenditures to be in the range of $110 million to $120 million for fiscal 2021.

Financing Cash Flows-Our total interest-bearing debt was $916.1 million at September 25, 2021 and $766.3 million at December 26, 2020. Financing cash flows changed from an outflow of $110.0 million in the first three quarters of 2020 to an inflow of $101.0 million in the first three quarters of 2021. The financing cash inflow in the first three quarters of 2021 was primarily the result of our borrowing on the revolving credit agreement to partially fund the Prospera acquisition, slightly offset by principal payments on our debt, dividends paid, and the purchase of treasury shares. The financing cash outflow for the first three quarters of 2020 was due primarily to the purchase of noncontrolling interests, principal payments on our debt, dividends paid, and the purchase of treasury shares; somewhat offset by our debt borrowings.

Guarantor Summarized Financial Information

We are providing the following information in compliance with Rule 3-10 and Rule 13-01 of Regulation S-X with respect to our two tranches of senior unsecured notes. All of the senior notes are guaranteed, jointly, severally, fully and unconditionally (subject to certain customary release provisions, including sale of the subsidiary guarantor, or sale of all or substantially all of its assets) by certain of the Company’s current and future direct and indirect domestic and foreign subsidiaries (collectively the “Guarantors”). The Parent is the Issuer of the notes and consolidates all Guarantors.

The financial information of Issuer and Guarantors is presented on a combined basis with intercompany balances and transactions between Issuer and Guarantors eliminated. The Issuer’s or Guarantors' amounts due from, amounts due to, and transactions with non-guarantor subsidiaries are separately disclosed.

Combined financial information is as follows:

Supplemental Combined Parent and Guarantors Financial Information

For the thirteen and thirty-nine weeks ended September 25, 2021 and September 26, 2020


	Thirteen weeks ended				Thirty-nine weeks ended
Dollars in thousands	September 25, 2021		September 26, 2020		September 25, 2021		September 26, 2020
Net sales	$	520,188	$	438,947	$	1,551,701	$	1,377,294
Gross Profit	143,724		115,116		426,167		385,314
Operating income	49,166		35,261		159,994		149,866
Net earnings	26,125		13,760		92,200		87,235
Net earnings attributable to Valmont Industries, Inc.	26,098		13,759		92,090		87,249

Supplemental Combined Parent and Guarantors Financial Information

September 25, 2021 and December 26, 2020


Dollars in thousands	September 25, 2021		December 26, 2020
Current assets	$	729,047	$	738,437
Noncurrent assets	813,116		701,571
Current liabilities	371,801		321,979
Noncurrent liabilities	1,287,332		1,100,657
Noncontrolling interest in consolidated subsidiaries	1,757		1,738

Included in noncurrent assets is a due from non-guarantor subsidiaries receivable of $99,251 and $88,309 at September 25, 2021 and December 26, 2020. Included in noncurrent liabilities is a due to non-guarantor subsidiaries payable of $279,108 and $262,935 at September 25, 2021 and December 26, 2020.

Financing and Capital

The Board of Directors authorized the purchase of $250 million of the Company's shares without an expiration date in October 2018. The share purchases will be funded from available working capital and short-term borrowings and will be made subject to market and economic conditions. We are not obligated to make any share repurchases under the share repurchase program and we may discontinue the share repurchase program at any time. Share repurchases were temporarily suspended at the end of the first quarter of 2020 until September 2020 as a precaution to preserve liquidity. We acquired 103,056 treasury shares for approximately $24.1 million under our share repurchase program during the first three quarters of 2021. As of September 25, 2021, we have approximately $123.9 million open under this authorization to repurchase shares in the future.

Our capital allocation philosophy announcement included our intention to manage our capital structure to maintain our investment grade debt rating. Our most recent ratings were Baa3 by Moody's Investors Services, Inc., BBB- rating by Fitch Rating Services, and BBB+ rating by Standard and Poor's Rating Services. We expect to maintain a leverage ratio which will support our current investment grade debt rating.

Our debt financing at September 25, 2021 is primarily long-term debt consisting of:

•$450 million face value ($436.5 million carrying value) of senior unsecured notes that bear interest at 5.00% per annum and are due in October 2044.

•$305 million face value ($297.6 million carrying value) of unsecured notes that bear interest at 5.25% per annum and are due in October 2054.

•We are allowed to repurchase the notes at specified prepayment premiums. Both tranches of these notes are guaranteed by certain of our subsidiaries.

At September 25, 2021 and December 26, 2020, we had $168.1 million and no outstanding borrowings under our revolving credit agreement, respectively. The revolving credit agreement contains certain financial covenants that may limit our additional borrowing capability under the agreement. At September 25, 2021, we had the ability to borrow $415.6 million under this facility, after consideration of standby letters of credit of $16.3 million associated with certain insurance obligations and international sales commitments. We also maintain certain short-term bank lines of credit totaling $139.7 million, $126.6 million of which was unused at September 25, 2021.

Our senior unsecured notes and revolving credit agreement each contain cross-default provisions which permit the acceleration of our indebtedness to them if we default on other indebtedness that results in, or permits, the acceleration of such other indebtedness.

On October 18, 2021, we along with our wholly-owned subsidiaries Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as borrowers, entered into an amendment and restatement of our revolving credit agreement with our lenders. The maturity date of the revolving credit facility was extended to October 18, 2026.

Borrowings under the amended and restated revolving credit agreement will bear interest, payable quarterly, monthly or at the end of any interest period (depending on the type of borrowing), at our option, at either:

• term SOFR (based on one, three, or six month interest periods, as selected by us) plus a ten basis point adjustment plus a spread of 100 to 162.5 basis points, depending on the credit rating of our senior, unsecured, long-term debt;

• the higher of (i) the prime lending rate, (ii) an overnight bank rate plus 50 basis points and (ii) term SOFR (based on a 1 month interest period) plus a 110 basis point adjustment plus, in each case, a spread of 0 to 62.5 basis points, depending on the credit rating of the Company’s senior, unsecured, long-term debt; or

• 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 our senior, unsecured, long-term debt.

A commitment fee, payable quarterly, is also required under the amended and restated revolving credit agreement which accrues at 10 to 25 basis points, depending on the credit rating of our senior, unsecured, long-term debt, on the average daily unused portion of the commitments under the amended and restated revolving credit agreement.

The amended and restated revolving credit agreement requires maintenance of a leverage ratio, measured as of the last day of each of our fiscal quarters, of 3.50:1 or less. The leverage ratio is the ratio of: (a) interest-bearing debt minus unrestricted cash in excess of $50 million (but not exceeding $500 million); to (b) adjusted EBITDA. The debt agreements provide a modification of the definition of “EBITDA” to add-back any non-cash stock based compensation in any trailing twelve month period and allow for an adjustment to EBITDA, subject to certain limitations, for non-cash charges or gains that are non-recurring in nature. The leverage ratio is permitted to increase from 3.50:1 to 3:75:1 for the four consecutive fiscal quarters after certain material acquisitions.

The amended and restated revolving credit agreement also contains customary affirmative and negative covenants for credit facilities of this type, including, among others, limitations on us and our subsidiaries with respect to indebtedness, liens, mergers and acquisitions, investments, dispositions of assets, restricted payments, transactions with affiliates and prepayments of indebtedness. The amended and restated revolving credit agreement also provides for acceleration of the obligations thereunder and exercise of other enforcement remedies upon the occurrence of customary events of default (subject to customary grace periods, as applicable).

At September 25, 2021, we were in compliance with all covenants related to the debt agreements. The key covenant calculation at September 25, 2021 was as follows (in 000's):


Interest-bearing debt	$	916,056

Less: Cash and cash equivalents in excess of $50 million	119,795
Net indebtedness	$	796,261
Adjusted EBITDA-last four quarters	429,775
Leverage ratio	1.85

The calculation of Adjusted EBITDA-last four quarters (September 26, 2020 through September 25, 2021) is as follows. The last four quarters information ended September 25, 2021 is calculated by taking the full fiscal year ended December 26, 2020, subtracting the first three quarters ended September 26, 2020, and adding the first three quarters ended September 25, 2021.


Net cash flows from operations	$	105,077
Interest expense	41,976
Income tax expense	56,765
Impairment of property, plant and equipment	(940)


Deferred income tax benefit	6,394
Noncontrolling interest	(1,767)
Pension plan expense	12,961
Contribution to pension plan	18,971
Changes in assets and liabilities	177,260
Other	(199)
EBITDA	416,498
Cash restructuring expenses	13,277




Adjusted EBITDA	$	429,775


Net earnings attributable to Valmont Industries, Inc.	$	204,590
Interest expense	41,976
Income tax expense	56,765
Stock-based compensation	24,034
Depreciation and amortization expense	89,133
EBITDA	416,498
Cash restructuring expenses	13,277



Adjusted EBITDA	$	429,775

Our businesses are cyclical, but we have diversity in our markets from a product, customer and a geographical standpoint. We have demonstrated the ability to effectively manage through business cycles and maintain liquidity. We have consistently generated operating cash flows in excess of our capital expenditures. Based on our available credit facilities, recent issuance of senior unsecured notes and our history of positive operational cash flows, we believe that we have adequate liquidity to meet our needs.

We have cash balances of $169.8 million at September 25, 2021, approximately $145.0 million is held in our non-U.S. subsidiaries. If we distributed our foreign cash balances certain taxes would be applicable. At September 25, 2021, we have a liability for foreign withholding taxes and U.S. state income taxes of $3.4 million and $0.7 million, respectively.

Financial Obligations and Financial Commitments

There have been no material changes to our financial obligations and financial commitments as described on page 34-35 in our Form 10-K for the fiscal year ended December 26, 2020 with the exception of the following:

During the second quarter of 2021 the Company, 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. In recognition of this lease, an operating lease asset of $71,853 and an operating lease long-term liability of $71,196 was incurred. These amounts are included within other assets and operating lease liabilities, respectively, in the Condensed Consolidated Balance Sheets as of September 25, 2021.

Off Balance Sheet Arrangements

There have been no material changes in our off balance sheet arrangements as described on page 38 in our Form 10-K for the fiscal year ended December 26, 2020.

Critical Accounting Policies

There were no changes in our critical accounting policies as described on pages 39-42 in our Form 10-K for the fiscal year ended December 26, 2020 during the three months ended September 25, 2021.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There were no material changes in the company's market risk during the quarter ended September 25, 2021. For additional information, refer to the section "Risk Management" in our Form 10-K for the fiscal year ended December 26, 2020.

Item 4. Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Securities Exchange Act Rule 13a-15. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports the Company files or submits under the Securities Exchange Act of 1934 is (1) accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures and (2) recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

No changes in the Company's internal control over financial reporting occurred during the quarter covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1A – Risk Factors

There have been no material changes from risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K. See the discussion of the Company’s risk factors under Part I, Item 1A in each of the Company’s Annual Report on Form 10-K for the fiscal year ended December 26, 2020.

PART II. OTHER INFORMATION

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities


Period	Total Number of Shares Purchased	Average Price paid per share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Maximum Number of Shares that may yet be Purchased under the Program (1)
June 27, 2021 to July 24, 2021	—	$	—	—	$	126,356,000
July 25, 2021 to August 28, 2021	10,759	232.37		10,759	123,856,000
August 29, 2021 to September 25, 2021	—	—		—	123,856,000
Total	10,759	$	232.37	10,759	$	123,856,000

(1) On May 13, 2014, we announced a new capital allocation philosophy which included a share repurchase program. Specifically, the Board of Directors authorized the purchase of up to $500 million 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. On February 24, 2015 and again on October 31, 2018, the Board of Directors authorized an additional purchase of up to $250 million of the Company's outstanding common stock with no stated expiration date bringing total authorization to $1.0 billion. As of September 25, 2021, we have acquired 6,466,629 shares for approximately $876.1 million under this share repurchase program.

Item 6. Exhibits

(a) Exhibits


Exhibit No.						Description
10.1						Second Amended and Restated Credit Agreement, dated as of October 18, 2021, among the Company, Valmont Industries Holland B.V. and Valmont Group Pty. Ltd., as Borrowers, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other lenders party thereto.This document was filed as Exhibit 10.1 to the Company's Current Report on Form 8-K dated October 18, 2021 (Commission file number 001-31429) and herein incorporated by reference.
22.1*						List of Issuer and Guarantor Subsidiaries.
31.1*						Section 302 Certificate of Chief Executive Officer
31.2*						Section 302 Certificate of Chief Financial Officer
32.1*						Section 906 Certifications of Chief Executive Officer and Chief Financial Officer
101						The following financial information from Valmont's Quarterly Report on Form 10-Q for the quarter ended September 25, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, (vi) Notes to Condensed Consolidated Financial Statements and (vii) document and entity information.
104						Cover Page Interactive File (formatted as Inline XBRL and contained in Exhibit 101)

_____________________________________________

* Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf and by the undersigned hereunto duly authorized.


			VALMONT INDUSTRIES, INC. (Registrant)
			/s/ AVNER M. APPLBAUM
			Avner M. Applbaum Executive Vice President and Chief Financial Officer

Dated the 28th day of October, 2021.