UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Mark One)
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) | (Zip Code) |
(
(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 |
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.
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).
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.
☒ | 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Outstanding shares of common stock as of October 27, 2022
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 24, 2022 and September 25, 2021 | |||
Condensed Consolidated Statements of Comprehensive Income for the thirteen and thirty-nine weeks ended September 24, 2022 and September 25, 2021 | |||
Condensed Consolidated Balance Sheets as of September 24, 2022 and December 25, 2021 | |||
Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended September 24, 2022 and September 25, 2021 | |||
Condensed Consolidated Statements of Shareholders’ Equity for the thirteen and thirty-nine weeks ended September 24, 2022 and September 25, 2021 | |||
Notes to Condensed Consolidated Financial Statements | |||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | ||
Item 4. | Controls and Procedures | ||
PART II. OTHER INFORMATION | |||
Item 1A. | Risk Factors | ||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | ||
Item 6. | Exhibits | ||
Signatures |
2
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 24, | September 25, | September 24, | September 25, | ||||||||||
2022 |
| 2021 |
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| 2021 | |||||||
Product sales | $ | | $ | | $ | | $ | | |||||
Services sales |
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Net sales |
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Product cost of sales |
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Services cost of sales |
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Total cost of sales |
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Gross profit |
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Selling, general and administrative expenses |
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Operating income |
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Other income (expenses): |
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Interest expense |
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Interest income |
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Gain (loss) on investments - unrealized |
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Other |
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Earnings before income taxes |
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Income tax expense: |
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Current |
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Deferred |
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Earnings before equity in earnings of nonconsolidated subsidiaries |
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Equity in loss of nonconsolidated subsidiaries |
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Net earnings |
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Less: earnings attributable to noncontrolling interests |
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Net earnings attributable to Valmont Industries, Inc. | $ | | $ | | $ | | $ | | |||||
Earnings per share: |
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Basic | $ | | $ | | $ | | $ | | |||||
Diluted | $ | | $ | | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
3
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollars in thousands)
(Unaudited)
Thirteen Weeks Ended | Thirty-nine weeks ended | ||||||||||||
September 24, | September 25, | September 24, | September 25, | ||||||||||
2022 |
| 2021 |
| 2022 |
| 2021 | |||||||
Net earnings | $ | | $ | | $ | | $ | | |||||
Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments: |
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Unrealized translation loss |
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Gain (loss) on hedging activities: |
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Cash flow hedges |
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Amortization cost included in interest expense |
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Commodity hedges |
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Realized (gain) loss on commodity hedges recorded in earnings |
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Cross currency swaps |
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Defined Benefit Pension Plan: | |||||||||||||
Actuarial loss |
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Other comprehensive loss |
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Comprehensive income |
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Comprehensive (income) loss attributable to noncontrolling interests |
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Comprehensive income attributable to Valmont Industries, Inc. | $ | | $ | | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
4
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
| September 24, |
| December 25, | |||
| 2022 |
| 2021 | |||
ASSETS | ||||||
Current assets: |
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Cash and cash equivalents | $ | | $ | | ||
Receivables, net |
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Inventories |
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Contract assets |
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Prepaid expenses and other assets |
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Refundable income taxes |
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Total current assets |
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Property, plant and equipment, at cost |
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Less accumulated depreciation and amortization |
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Net property, plant and equipment |
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Goodwill |
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Other intangible assets, net |
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Other assets |
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Total assets | $ | | $ | | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY |
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Current liabilities: |
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Current installments of long-term debt | $ | | $ | | ||
Notes payable to banks |
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Accounts payable |
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Accrued employee compensation and benefits |
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Contract liabilities |
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Other accrued expenses |
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Income taxes payable | | | ||||
Dividends payable |
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Total current liabilities |
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Deferred income taxes |
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Long-term debt, excluding current installments |
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Defined benefit pension liability |
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Operating lease liabilities |
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Deferred compensation |
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Other noncurrent liabilities |
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Shareholders’ equity: |
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Common stock of $ |
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Authorized |
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Additional paid in capital |
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Retained earnings |
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Accumulated other comprehensive loss |
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Treasury stock |
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Total Valmont Industries, Inc. shareholders’ equity |
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Noncontrolling interest in consolidated subsidiaries |
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Total shareholders’ equity | | | ||||
Total liabilities and shareholders’ equity | $ | | $ | |
See accompanying notes to condensed consolidated financial statements.
5
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
| Thirty-nine weeks ended | |||||
September 24, | September 25, | |||||
2022 |
| 2021 | ||||
Cash flows from operating activities: |
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Net earnings | $ | | $ | | ||
Adjustments to reconcile net earnings to net cash flows from operations: |
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Depreciation and amortization |
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Stock-based compensation |
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Defined benefit pension plan benefit | ( | ( | ||||
Contribution to defined benefit pension plan |
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Loss (gain) on sale of property, plant and equipment |
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Equity in loss in nonconsolidated subsidiaries |
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Deferred income taxes |
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Changes in assets and liabilities: |
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Receivables |
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Inventories |
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Prepaid expenses and other assets (current and non-current) |
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Contract assets |
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Accounts payable |
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Accrued expenses |
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Contract liabilities |
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Other noncurrent liabilities |
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Income taxes payable/refundable |
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Net cash flows from operating activities |
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Cash flows from investing activities: |
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Purchase of property, plant and equipment |
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Proceeds from sale of assets |
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Acquisitions, net of cash acquired |
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Other, net | ( | | ||||
Net cash flows from investing activities |
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Cash flows from financing activities: |
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Proceeds from short-term borrowings |
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Payments on short-term borrowings |
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Proceeds from long-term borrowings |
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Principal payments on long-term borrowings |
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Settlement of financial derivatives |
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Dividends paid |
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Purchase of noncontrolling interests |
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Purchase of treasury shares |
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Proceeds from exercises under stock plans |
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Purchase of common treasury shares—stock plan exercises |
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Net cash flows from financing activities |
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Effect of exchange rate changes on cash and cash equivalents |
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Net change in cash and cash equivalents |
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Cash and cash equivalents—beginning of year |
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Cash and cash equivalents—end of period | $ | | $ | |
See accompanying notes to condensed consolidated financial statements
6
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)
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| Accumulated |
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Additional | other | interest in | Total | ||||||||||||||||||
Common | paid-in | Retained | comprehensive | Treasury | consolidated | shareholders’ | |||||||||||||||
| stock |
| capital |
| earnings |
| loss |
| stock |
| subsidiaries |
| equity | ||||||||
Balance at June 26, 2021 | $ | | $ | — | $ | | $ | ( | $ | ( | $ | | $ | | |||||||
Net earnings |
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Other comprehensive loss |
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Cash dividends declared ($ |
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Purchase of treasury shares; |
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Stock plan exercises; |
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Stock options exercised; |
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Stock option expense |
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Stock awards; |
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Balance at September 25, 2021 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | |||||||
Balance at June 25, 2022 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | | ||||||||
Net earnings |
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Other comprehensive loss |
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Cash dividends declared ($ |
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Purchase of noncontrolling interest |
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Addition of noncontrolling interest due to acquisition |
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Purchase of treasury shares; |
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Stock plan exercises; |
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Stock options exercised; | — | ( | — | — | | — | | ||||||||||||||
Stock option expense | — | | — | — | — | — | | ||||||||||||||
Stock awards; |
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Balance at September 24, 2022 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | |
See accompanying notes to the condensed consolidated financial statements.
7
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(Dollars in thousands)
(Unaudited)
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| Accumulated |
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| Noncontrolling |
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Additional | other | interest in | Total | ||||||||||||||||||
Common | paid-in | Retained | comprehensive | Treasury | consolidated | shareholders’ | |||||||||||||||
stock | capital | earnings | loss | stock | subsidiaries | equity | |||||||||||||||
Balance at December 26, 2020 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | |||||||
Net earnings |
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Other comprehensive loss |
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Cash dividends declared ($ |
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Purchase of treasury shares; |
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Stock plan exercises; |
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Stock options exercised; |
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Stock option expense |
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Stock awards; |
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Balance at September 25, 2021 | $ | | $ | | $ | | $ | ( | $ | ( | $ | | $ | | |||||||
Balance at December 25, 2021 | $ | | $ | | $ | | $ | ( | $ | ( | $ | |