8-K

VALMONT INDUSTRIES INC (VMI)

8-K 2025-02-18 For: 2025-02-18
View Original
Added on April 04, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

February 18, 2025

Date of Report (Date of earliest event reported)

Valmont Industries, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-31429 47-0351813
(Commission File Number) (IRS Employer Identification No.)
15000 Valmont Plaza 68154
Omaha, **** Nebraska
(Address of principal executive offices) (Zip Code)

( 402 ) 963-1000

Registrant's telephone number, including area code

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Item 2.02. Results of Operations and Financial Condition.

Valmont Industries, Inc. issued a press release on February 18, 2025 announcing its financial results for its fiscal year and quarter ended December 28, 2024. The press release is furnished as Exhibit 99.1.

The information provided under this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be subject to the liabilities of that section. Furthermore, the information provided under this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description
99.1 Press Release dated February 18, 2025
104 Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document)

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 by the undersigned hereunto duly authorized.

VALMONT INDUSTRIES, INC.
By: /s/ TIMOTHY P. FRANCIS
Name: Timothy P. Francis
Title: Chief Accounting Officer

Date: February 18, 2025

Graphic

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact: Renee Campbell
Email: renee.campbell@valmont.com
Date: February 18, 2025

Valmont Reports Fourth Quarter and Full-Year 2024 Results

Full-Year Revenue of $4.08 Billion, Record Diluted Earnings Per Share of $17.19, and

Strong Operating Cash Flows of $573 Million

OMAHA, Neb.-- Valmont^®^ Industries, Inc. (NYSE: VMI), a global leader that provides products and solutions to support vital infrastructure and advance agricultural productivity, today reported financial results for the fourth quarter and fiscal year ended December 28, 2024.

President and Chief Executive Officer Avner M. Applbaum commented, “The fourth quarter capped off an outstanding year for Valmont as we continued executing our strategy. Both our Infrastructure and Agriculture segments achieved sales growth, and we expanded consolidated operating profit margins year-over-year through strategic pricing, improved operational efficiencies, and disciplined cost management. I want to thank the entire Valmont team for their dedication and hard work in delivering these strong results.”

“Looking ahead to 2025, demand for our Infrastructure products and solutions will drive continued sales growth. In Agriculture, international sales, particularly large-scale projects, will help offset expected market softness in North America. Across both segments, we remain focused on commercial and operational excellence, leveraging our streamlined organization to deliver exceptional value to our customers and shareholders.”

Fourth Quarter 2024 Highlights (all metrics compared to Fourth Quarter 2023 unless otherwise noted)

Net sales increased 2.1% to $1.04 billion, compared to $1.02 billion
Operating income increased to $120.0 million or 11.6% of net sales, compared to $63.5 million or 6.3% of net sales ($100.2 million or 9.9% adjusted^1^ in 2023)
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Diluted earnings per share (“EPS”) increased to $3.84, compared to $1.38 ($3.18 adjusted^1^ in 2023)
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Operating cash flows increased 66.9% to $193.4 million, compared to $115.9 million
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o Cash and cash equivalents at the end of the fourth quarter were $164.3 million
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Invested $25.6 million in capital expenditures and returned $27.0 million to shareholders through share repurchases and dividends
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Moody's Ratings upgraded the Company's credit rating to Baa2
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^1^Please see Reg G reconciliation to GAAP measures at end of document

Full Year 2024 Highlights (all metrics compared to Full Year 2023 unless otherwise noted)

Net sales decreased 2.4% to $4.08 billion, compared to $4.17 billion
o Infrastructure sales of $3.0 billion were similar to prior year, while Agriculture sales declined 8.3%
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Operating income increased to $524.6 million or 12.9% of net sales, compared to $291.6 million or 7.0% of net sales ($473.2 million or 11.3% adjusted^1^ in 2023)
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Diluted EPS increased to $17.19, compared to $6.78 ($14.98 adjusted^1^ in 2023)
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Operating cash flows meaningfully increased 86.7% to $572.7 million, compared to $306.8 million, driven by strong net earnings and effective working capital management
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o Free cash flow^1^ increased 134.9% to $493.2 million, compared to $210.0 million
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Invested $79.5 million in capital expenditures and returned $118.4 million to shareholders through share repurchases and dividends
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Deployed $393.0 million to fully repay the revolving credit facility balance, achieving a net leverage ratio^1^ of 1.0
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Achieved return on invested capital^1^ of 16.4%
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Key Financial Metrics

Fourth Quarter 2024 GAAP Adjusted^1^
(In thousands, except per-share amounts) **** 12/28/2024 **** 12/30/2023 **** **** 12/28/2024 **** 12/30/2023 ****
Q4 2024 Q4 2023 vs. Q4 2023 Q4 2024 Q4 2023 vs. Q4 2023
Net Sales $ 1,037,294 $ 1,015,526 2.1% $ 1,037,294 $ 1,015,526 2.1%
Gross Profit 313,021 282,941 10.6% 313,021 282,941 10.6%
Gross Profit as a % of Net Sales 30.2% 27.9% 30.2% 27.9%
Operating Income 119,988 63,548 88.8% 119,988 100,204 19.7%
Operating Income as a % of Net Sales 11.6% 6.3% 11.6% 9.9%
Net Earnings Attributable to VMI^2^ 77,653 28,587 171.6% 77,653 66,034 17.6%
Diluted Earnings per Share 3.84 1.38 178.3% 3.84 3.18 20.8%
Weighted Average Shares Outstanding 20,197 20,764 20,197 20,764

Full Year 2024 GAAP Adjusted^1^
(In thousands, except per-share amounts) **** 12/28/2024 **** 12/30/2023 **** **** 12/28/2024 **** 12/30/2023 ****
FY 2024 FY 2023 vs. FY 2023 FY 2024 FY 2023 vs. FY 2023
Net Sales $ 4,075,034 $ 4,174,598 (2.4)% $ 4,075,034 $ 4,174,598 (2.4)%
Gross Profit 1,241,212 1,236,034 0.4% 1,241,212 1,236,034 0.4%
Gross Profit as a % of Net Sales 30.5% 29.6% 30.5% 29.6%
Operating Income 524,584 291,557 79.9% 524,584 473,237 10.9%
Operating Income as a % of Net Sales 12.9% 7.0% 12.9% 11.3%
Net Earnings Attributable to VMI^2,3^ 348,259 143,475 142.7% 348,259 316,926 9.9%
Diluted Earnings per Share^3^ 17.19 6.78 153.5% 17.19 14.98 14.8%
Weighted Average Shares Outstanding 20,261 21,159 20,261 21,159

^2^Net earnings attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interests

^3^Q2 2024 included a tax benefit of approximately $3.0 million or $0.15 per share due to the reduction of a valuation allowance on a tax loss carryforward in a foreign subsidiary

Fourth Quarter 2024 Segment Review (all metrics compared to Fourth Quarter 2023 unless otherwise noted)

Infrastructure (73.3% of Net Sales)

Products and solutions to serve the infrastructure markets of utility, solar, lighting and transportation, and telecommunications, along with coatings services to protect metal products

Sales increased 2.1% to $763.6 million, compared to $748.3 million.

Utility sales grew 5.9%, driven by pricing excellence and a favorable product mix, with higher volumes of distribution and substation products, which more than offset steel index deflation. Telecommunications sales ^1^Please see Reg G reconciliation to GAAP measures at end of document

increased significantly, benefiting from a higher level of carrier spending in a stabilizing North American market. Solar sales declined significantly, primarily in North America, following the Company’s strategic decision earlier in 2024 to exit certain low-margin projects.

Operating income increased to $122.0 million or 16.0% of net sales, compared to $82.6 million or 11.1% of net sales ($98.7 million or 13.2% adjusted^1^ in 2023). This growth was driven by pricing excellence, a reduction in the cost of goods sold and higher volumes.

Agriculture (26.7% of Net Sales)

Center pivot and linear irrigation equipment components for agricultural markets, including aftermarket parts and tubular products, and advanced technology solutions for precision agriculture

Sales increased 2.3% to $278.0 million, compared to $271.6 million, despite a 2.3% unfavorable impact from foreign currency translation.

In North America, irrigation equipment volumes were slightly lower. Increased replacement sales, driven by severe weather events earlier in 2024, were offset by continued agriculture market softness due to lower grain prices. Internationally, sales were higher year-over-year, led by strong growth in the Europe, Middle East, and Africa (“EMEA”) region, and slightly higher sales in Brazil amid a stabilizing market environment.

Operating income increased to $28.5 million or 10.3% of net sales, compared to $13.9 million or 5.2% of net sales ($27.8 million or 10.3% adjusted^1^ in 2023), reflecting reduced SG&A expenses.

Providing 2025 Full-Year Financial Outlook and Key Assumptions

The Company is introducing its full-year 2025 financial outlook, including projected net sales and diluted earnings per share, and key assumptions for the year.

Metric 2025 Outlook
Net Sales 4.0 to 4.2 billion~(2%) to ~+3%~(0.5%) to ~+4.5% Constant Currency1
Infrastructure Net Sales 3.02 to 3.16 billionGrowth of ~+1% to ~+5.5%~+2% to ~+6.5% Constant Currency1
Agriculture Net Sales 0.98 to 1.04 billionDecline of ~(9.5%) to ~(3.5%)~(7%) to ~(1%) Constant Currency1
Diluted Earnings per Share 17.20 to 18.80
Capital Expenditures 140 to 160 million
Effective Tax Rate ~26.0%

All values are in US Dollars.

Key Assumptions

Steel cost assumptions are aligned with futures markets as of February 14, 2025.
Based on the Company’s understanding of the recently announced China tariffs, and the steel and aluminum import tariffs introduced on February 10, 2025, these direct impacts have been factored into the 2025 outlook.
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The potential timing and impact of additional U.S. import tariffs, including a proposed 25% tariff on all imports from Mexico and Canada, as well as retaliatory actions by other countries, remains unclear and are not included in the 2025 outlook.
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​ ^1^Please see Reg G reconciliation to GAAP measures at end of document

A live audio discussion with Avner M. Applbaum, President and Chief Executive Officer, and Thomas Liguori, Executive Vice President and Chief Financial Officer, will take place on Tuesday, February 18, 2025 at 8:00 a.m. CT. The discussion can be accessed by telephone at +1 877.407.6184 or +1 201.389.0877 (no Conference ID needed) or via webcast at the following link: Valmont Industries 4Q and Full Year 2024 Earnings Conference Call. A slide presentation will be available for download on the Investors page of valmont.com during the webcast. A replay of the event will be accessible three hours after the call at the above link or by telephone at +1 877.660.6853 or +1 201.612.7415 using access code 13750342. The replay will be available until 10:59 p.m. CT on February 25, 2025.

About Valmont Industries, Inc.

For nearly 80 years, Valmont has been a global leader that provides products and solutions to support vital infrastructure and advance agricultural productivity. We are committed to customer-focused innovation that delivers lasting value. Learn more about how we’re Conserving Resources. Improving Life.^®^ at valmont.com.

Concerning Forward-Looking Statements

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions made by management, considering its experience in the industries where Valmont operates, perceptions of historical trends, current conditions, expected future developments, and other relevant factors. It is important to note that these statements are not guarantees of future performance or results. They involve risks, uncertainties (some of which are beyond Valmont’s control), and assumptions. While management believes these forward-looking statements are based on reasonable assumptions, numerous factors could cause actual results to differ materially from those anticipated. These factors include, among other things, risks described in Valmont’s reports to the Securities and Exchange Commission (“SEC”), the Company’s actual cash flows and net income, future economic and market circumstances, industry conditions, company performance and financial results, operational efficiencies, availability and price of raw materials, availability and market acceptance of new products, product pricing, domestic and international competitive environments, geopolitical risks, and actions and policy changes by domestic and foreign governments. The Company cautions that any forward-looking statements in this release are made as of its publication date and does not undertake to update these statements, except as required by law.

Website and Social Media Disclosure

The Company uses its website and social media channels, as identified on its website, to distribute company information. Posts on these channels may contain material information. Therefore, investors should monitor these channels alongside the Company’s press releases, SEC filings, and public conference calls and webcasts. The contents of the Company’s website and social media channels are not considered part of this press release.

​ ^1^Please see Reg G reconciliation to GAAP measures at end of document

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(Dollars and shares in thousands, except per-share amounts)

(Unaudited)

Thirteen weeks ended Fifty-two weeks ended
December 28, December 30, December 28, December 30,
2024 **** 2023 **** 2024 **** 2023
Net sales $ 1,037,294 $ 1,015,526 $ 4,075,034 $ 4,174,598
Cost of sales 724,273 732,585 2,833,822 2,938,564
Gross profit 313,021 282,941 1,241,212 1,236,034
Selling, general, and administrative expenses 193,033 188,363 716,628 768,423
Impairment of goodwill and other intangible assets 140,844
Realignment charges 31,030 35,210
Operating income 119,988 63,548 524,584 291,557
Other income (expenses):
Interest expense (12,342) (15,314) (58,722) (56,808)
Interest income 1,825 1,651 7,183 6,230
Gain on deferred compensation investments 518 1,773 3,634 3,564
Gain (loss) on divestitures (4,474) (4,474) 2,994
Other 138 (6,492) (3,524) (11,085)
Total other income (expenses) (14,335) (18,382) (55,903) (55,105)
Earnings before income taxes and equity in loss of nonconsolidated subsidiaries 105,653 45,166 468,681 236,452
Income tax expense 27,199 10,882 117,978 90,121
Equity in loss of nonconsolidated subsidiaries (19) (200) (79) (1,419)
Net earnings 78,435 34,084 350,624 144,912
Loss (earnings) attributable to redeemable noncontrolling interests (782) 1,877 (2,365) 5,937
Net earnings attributable to Valmont Industries, Inc. 77,653 35,961 348,259 150,849
Change in redemption value of redeemable noncontrolling interests (7,374) (7,374)
Net earnings attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interests $ 77,653 $ 28,587 $ 348,259 $ 143,475
Weighted average shares outstanding - Basic 20,031 20,577 20,122 20,956
Earnings per share - Basic $ 3.88 $ 1.39 $ 17.31 $ 6.85
Weighted average shares outstanding - Diluted 20,197 20,764 20,261 21,159
Earnings per share - Diluted $ 3.84 $ 1.38 $ 17.19 $ 6.78
Cash dividends per share $ 0.60 $ 0.60 $ 2.40 $ 2.40

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended Fifty-two weeks ended
December 28, December 30, December 28, December 30,
2024 **** 2023 **** 2024 **** 2023
Infrastructure
Net sales $ 760,848 $ 745,713 $ 2,998,381 $ 2,999,637
Gross profit 230,383 201,968 903,736 842,081
as a percentage of net sales 30.3% 27.1% 30.1% 28.1%
Selling, general, and administrative expenses 108,345 103,227 406,596 424,997
as a percentage of net sales 14.2% 13.8% 13.6% 14.2%
Impairment of goodwill and other intangible assets 3,571
Realignment charges 16,191 17,260
Operating income 122,038 82,550 497,140 396,253
as a percentage of net sales 16.0% 11.1% 16.6% 13.2%
Agriculture
Net sales $ 276,446 $ 269,813 $ 1,076,653 $ 1,174,961
Gross profit 82,638 80,973 337,476 393,953
as a percentage of net sales 29.9% 30.0% 31.3% 33.5%
Selling, general, and administrative expenses 54,139 58,833 199,140 230,729
as a percentage of net sales 19.6% 21.8% 18.5% 19.6%
Impairment of goodwill and other intangible assets 137,273
Realignment charges 8,194 9,101
Operating income 28,499 13,946 138,336 16,850
as a percentage of net sales 10.3% 5.2% 12.8% 1.4%
Corporate
Selling, general, and administrative expenses $ 30,549 $ 26,303 $ 110,892 $ 112,697
Realignment charges 6,645 8,849
Operating loss (30,549) (32,948) (110,892) (121,546)

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

In the fourth quarter of fiscal 2024, the Company renamed its Transmission, Distribution, and Substation product line to the Utility product line.

In fiscal 2024, the Company realigned management's reporting structure for certain composite structure sales and, accordingly, revised its presentation of sales across product lines to reflect how the product is currently managed. The reporting for the thirteen and fifty-two weeks ended December 30, 2023 was adjusted to conform to the fiscal 2024 presentation. As a result, Utility product line sales increased and Lighting and Transportation product line sales decreased by $14,598 and $47,902 for the thirteen and fifty-two weeks ended December 30, 2023, respectively.

Thirteen weeks ended December 28, 2024
**** Infrastructure **** Agriculture Intersegment **** Consolidated
Geographical Market:
North America $ 597,830 $ 129,319 $ (4,209) $ 722,940
International 165,811 148,665 (122) 314,354
Total sales $ 763,641 $ 277,984 $ (4,331) $ 1,037,294
Product Line:
Utility $ 350,710 $ $ $ 350,710
Lighting and Transportation 216,130 216,130
Coatings 87,029 (2,671) 84,358
Telecommunications 74,121 74,121
Solar 35,651 (122) 35,529
Irrigation Equipment and Parts 255,042 (1,538) 253,504
Technology Products and Services 22,942 22,942
Total sales $ 763,641 $ 277,984 $ (4,331) $ 1,037,294

Thirteen weeks ended December 30, 2023
**** Infrastructure **** Agriculture Intersegment **** Consolidated
Geographical Market:
North America $ 575,166 $ 136,378 $ (4,240) $ 707,304
International 173,124 135,266 (168) 308,222
Total sales $ 748,290 $ 271,644 $ (4,408) $ 1,015,526
Product Line:
Utility $ 331,272 $ $ $ 331,272
Lighting and Transportation 221,612 221,612
Coatings 84,129 (2,409) 81,720
Telecommunications 56,660 56,660
Solar 54,617 (168) 54,449
Irrigation Equipment and Parts 244,148 (1,831) 242,317
Technology Products and Services 27,496 27,496
Total sales $ 748,290 $ 271,644 $ (4,408) $ 1,015,526

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

Fifty-two weeks ended December 28, 2024
**** Infrastructure **** Agriculture Intersegment **** Consolidated
Geographical Market:
North America $ 2,348,250 $ 570,517 $ (17,045) $ 2,901,722
International 660,326 513,191 (205) 1,173,312
Total sales $ 3,008,576 $ 1,083,708 $ (17,250) $ 4,075,034
Product Line:
Utility $ 1,368,333 $ $ $ 1,368,333
Lighting and Transportation 884,128 884,128
Coatings 353,739 (9,992) 343,747
Telecommunications 250,770 250,770
Solar 151,606 (203) 151,403
Irrigation Equipment and Parts 985,840 (7,055) 978,785
Technology Products and Services 97,868 97,868
Total sales $ 3,008,576 $ 1,083,708 $ (17,250) $ 4,075,034

Fifty-two weeks ended December 30, 2023
**** Infrastructure **** Agriculture Intersegment **** Consolidated
Geographical Market:
North America $ 2,318,801 $ 587,056 $ (16,282) $ 2,889,575
International 691,266 595,167 (1,410) 1,285,023
Total sales $ 3,010,067 $ 1,182,223 $ (17,692) $ 4,174,598
Product Line:
Utility $ 1,291,670 $ $ $ 1,291,670
Lighting and Transportation 916,170 916,170
Coatings 354,330 (9,020) 345,310
Telecommunications 252,165 252,165
Solar 195,732 (1,410) 194,322
Irrigation Equipment and Parts 1,069,425 (7,262) 1,062,163
Technology Products and Services 112,798 112,798
Total sales $ 3,010,067 $ 1,182,223 $ (17,692) $ 4,174,598

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

December 28, December 30,
2024 **** 2023
ASSETS
Current assets:
Cash and cash equivalents $ 164,315 $ 203,041
Receivables, net 654,360 657,960
Inventories 590,263 658,428
Contract assets 187,257 175,721
Prepaid expenses and other current assets 87,197 92,479
Total current assets 1,683,392 1,787,629
Property, plant, and equipment, net 588,972 617,394
Goodwill and other non-current assets 1,057,608 1,072,425
Total assets $ 3,329,972 $ 3,477,448
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 692 $ 719
Notes payable to banks 1,669 3,205
Accounts payable 372,197 358,311
Accrued expenses 275,407 277,764
Contract liabilities 126,932 70,978
Income taxes payable 22,509
Dividends payable 12,019 12,125
Total current liabilities 811,425 723,102
Long-term debt, excluding current installments 729,941 1,107,885
Operating lease liabilities 134,534 162,743
Other non-current liabilities 60,459 66,646
Total liabilities 1,736,359 2,060,376
Redeemable noncontrolling interests 51,519 62,792
Shareholders' equity 1,542,094 1,354,280
Total liabilities, redeemable noncontrolling interests, and shareholders' equity $ 3,329,972 $ 3,477,448

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

Fifty-two weeks ended
December 28, December 30,
2024 **** 2023
Cash flows from operating activities:
Net earnings $ 350,624 $ 144,912
Depreciation and amortization 95,395 98,708
Contribution to defined benefit pension plan (19,599) (17,345)
Impairment of goodwill and other intangible assets 140,844
Loss (gain) on divestitures 4,474 (2,994)
Change in working capital 120,453 (66,342)
Other 21,331 8,992
Net cash flows from operating activities 572,678 306,775
Cash flows from investing activities:
Purchases of property, plant, and equipment (79,451) (96,771)
Proceeds from divestiture, net of cash divested 3,830 6,369
Proceeds from property damage insurance claims 7,468
Acquisitions, net of cash acquired (32,676)
Other (3,257) 329
Net cash flows from investing activities (78,878) (115,281)
Cash flows from financing activities:
Net repayments on short-term borrowings (1,485) (3,298)
Proceeds from long-term borrowings 30,009 370,012
Principal repayments on long-term borrowings (408,080) (134,748)
Dividends paid (48,358) (49,515)
Purchases of redeemable noncontrolling interests (17,745)
Repurchases of common stock (70,069) (345,279)
Other (6,832) (13,577)
Net cash flows from financing activities (522,560) (176,405)
Effect of exchange rates on cash and cash equivalents (9,966) 2,546
Net change in cash and cash equivalents (38,726) 17,635
Cash and cash equivalents—beginning of period 203,041 185,406
Cash and cash equivalents—end of period $ 164,315 $ 203,041

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

FISCAL 2025 FULL-YEAR FINANCIAL OUTLOOK BRIDGE

(Dollars in millions, except per-share amounts)

(Unaudited)

The tables below outline the bridge from fiscal 2024 net sales and diluted earnings per share to the forecasted figures for fiscal 2025.

Net sales - fiscal 2024 $ 4,075
Infrastructure volume 200
Net pricing (steel deflation) (40)
Agriculture storm volume (50)
Strategic deselection (25)
FX translation (60)
Net sales outlook midpoint - fiscal 2025 $ 4,100

Diluted earnings per share - fiscal 2024 $ 17.19
Operating profit 0.50
Interest expense 0.35
Share count 0.16
Tariff (0.20)
Diluted earnings per share outlook midpoint - fiscal 2025 $ 18.00

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

USE OF NON-GAAP FINANCIAL MEASURES

Management utilizes non-GAAP financial measures to assess the Company’s historical and prospective financial performance, evaluate operational profitability on a consistent basis, factor into executive compensation decisions, and enhance transparency for the investment community. These non-GAAP measures are intended to supplement, not replace, the Company’s reported financial results prepared in accordance with GAAP. It is important to note that other companies may calculate these measures differently, which can limit their usefulness for comparison across organizations.

The following non-GAAP measures may be included in financial releases and other financial communications:

Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Earnings, and Adjusted Diluted EPS: These metrics provide meaningful supplemental insights into the Company’s operating performance by excluding items that are not considered part of core operating results. This approach enhances comparability across reporting periods. Adjustments may include costs or benefits associated with acquisitions, expenses related to realignment or restructuring programs, goodwill or intangible asset impairment, significant expenses or benefits from changes in tax laws or rates, cumulative effects of changes in accounting standards, refinancing-related expenses, loss or gain from a partial or full settlement of the U.K defined benefit pension plan obligation, losses from natural disasters, and other non-recurring items.
Adjusted EBITDA: This metric is a key component of a financial ratio included in the covenants of our major debt agreements. It is calculated as net earnings before interest, taxes, depreciation, amortization, stock-based compensation, and other adjustments as outlined in the applicable debt agreements. This metric offers investors and analysts valuable insights into the Company’s core operating performance. Adjusted EBITDA margin is also used to evaluate profitability.
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Leverage Ratio: This ratio is calculated by taking the sum of interest-bearing debt, minus unrestricted cash in excess of $50.0 million (but not exceeding $500.0 million), and dividing it by Adjusted EBITDA. This is a key financial ratio included in the covenants of our major debt agreements and is calculated on a rolling four-fiscal-quarter basis.
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Free Cash Flow: Calculated as net cash provided by operating activities minus capital expenditures, free cash flow serves as an indicator of the Company’s financial strength. However, this measure does not fully reflect the Company’s ability to deploy cash freely, as it obligations such as debt repayments and other fixed commitments.
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Backlog: This operating measure is used to evaluate future potential sales revenue. An order is included in the backlog upon receipt of a customer purchase order or the execution of a sales order contract. Backlog is particularly relevant to the Infrastructure segment due to the longer-term nature of its projects. However, backlog is not a term defined under U.S. GAAP and does not measure contract profitability. It should not be viewed as the sole indicator of future revenue, as many projects with short lead times book-and-bill within the same reporting period and are not included in the backlog.
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Constant Currency: Defined as financial results adjusted for foreign currency translation impacts by translating current period and prior period activity using the same currency conversion rate. This approach is used for countries whose functional currency is not the U.S. dollar.
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ROIC: Return on invested capital (“ROIC”) and adjusted ROIC are key operating ratios that enable investors to assess our operating performance relative to the investment needed to generate operating profit. ROIC is calculated as after-tax operating income divided by the average of beginning and ending invested capital. Adjusted ROIC is calculated as after-tax adjusted operating income divided by the average of beginning and ending invested capital. Invested capital represents total assets minus total liabilities (excluding interest-bearing debt and redeemable noncontrolling interests).
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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON 2023 REPORTED RESULTS

REGULATION G RECONCILIATION

(Dollars and shares in thousands, except per-share amounts)

(Unaudited)

The non-GAAP table below discloses the impacts on net earnings for fiscal 2023 from several items, including the impairment of goodwill and other intangible assets, realignment charges, and non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership. It also includes the effects of the loss from Argentine peso hyperinflation and non-recurring tax benefit items. Amounts may be impacted by rounding. The Company believes that presenting non-GAAP adjusted net earnings, alongside the corresponding reported GAAP measures, provides useful insights for both management and investors when evaluating performance.

Thirteen Fifty-two
weeks ended Diluted weeks ended Diluted
December 30, earnings per December 30, earnings per
2023 share^1^ 2023 share^1^
Net earnings attributable to Valmont Industries, Inc.
including change in redemption value of redeemable
noncontrolling interests - as reported $ 28,587 $ 1.38 $ 143,475 $ 6.78
Less: Change in redemption value of redeemable
noncontrolling interests 7,374 0.36 7,374 0.35
Net earnings attributable to Valmont Industries, Inc. 35,961 1.73 150,849 7.13
Impairment of goodwill and other intangible assets 140,844 6.66
Realignment charges 31,030 1.49 35,210 1.66
Other non-recurring charges 5,626 0.27 5,626 0.27
Total adjustments, pre-tax 36,656 1.77 181,680 8.59
Tax effect of adjustments^2^ (9,118) (0.44) (14,550) (0.69)
Loss from Argentine peso hyperinflation, net of tax,
attributable to Valmont Industries, Inc. 2,535 0.12 2,535 0.12
Non-recurring tax benefit items (3,588) (0.17)
Net earnings attributable to Valmont Industries, Inc. -
adjusted $ 66,034 $ 3.18 $ 316,926 $ 14.98
Average shares outstanding - diluted 20,764 21,159

The Company previously adjusted non-GAAP financial measures to exclude Prospera intangible asset amortization and stock-based compensation for Prospera employees, providing investors with a clearer view of the Agriculture segment’s performance related to traditional products. Following the annual impairment testing of intangible asset values as of September 2, 2023, the Company significantly reduced the value of Prospera intangible assets. Additionally, realignment activities approved by the Board of Directors in the third quarter of fiscal 2023 impacted future stock compensation for Prospera employees. As a result, the Company no longer considers these historical adjustments related to Prospera to be relevant for understanding the Agriculture segment’s performance in the fourth quarter of fiscal 2023, the second half of fiscal 2023, or in future periods. Since these adjustments were included in net earnings for the first half of fiscal 2023, the Company has removed their impact when presenting the “further adjusted” net earnings for fiscal 2023 below.

Thirteen Fifty-two
weeks ended Diluted weeks ended Diluted
December 30, earnings per December 30, earnings per
2023 share^1^ 2023 share^1^
Net earnings attributable to Valmont Industries, Inc. -
adjusted $ 66,034 $ 3.18 $ 316,926 $ 14.98
Prospera intangible asset amortization 3,290 0.16
Prospera stock-based compensation 4,278 0.20
Tax effect of adjustments^2^ (1,092) (0.05)
Net earnings attributable to Valmont Industries, Inc. -
further adjusted $ 66,034 $ 3.18 $ 323,402 $ 15.28
Average shares outstanding - diluted 20,764 21,159

^1^Diluted earnings per share includes rounding.

^2^The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction. ​

VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OF EFFECT OF SIGNIFICANT NON-RECURRING ITEMS ON 2023 REPORTED RESULTS

REGULATION G RECONCILIATION

(Dollars in thousands)

(Unaudited)

The non-GAAP tables below disclose the impacts on operating income (loss) for fiscal 2023 from several items, including the impairment of goodwill and other intangible assets, realignment charges, and other non-recurring charges associated with major scope changes for two strategic projects initiated by departed senior leadership. Amounts may be impacted by rounding. The Company believes that presenting non-GAAP adjusted operating income (loss), alongside the corresponding reported GAAP measures, provides useful insights for both management and investors when evaluating performance.

Thirteen weeks ended December 30, 2023
Operating Income (Loss) Reconciliation Infrastructure Agriculture Corporate Consolidated
Operating income (loss) - as reported $ 82,550 $ 13,946 $ (32,948) $ 63,548
Realignment charges 16,191 8,194 6,645 31,030
Other non-recurring charges 5,626 5,626
Adjusted operating income (loss) $ 98,741 $ 27,766 $ (26,303) $ 100,204
Net sales - as reported 745,713 269,813 1,015,526
Operating income (loss) as a % of net sales 11.1% 5.2% NM 6.3%
Adj. operating inc. (loss) as a % of net sales 13.2% 10.3% NM 9.9%

Fifty-two weeks ended December 30, 2023
Operating Income (Loss) Reconciliation Infrastructure Agriculture Corporate Consolidated
Operating income (loss) - as reported $ 396,253 $ 16,850 $ (121,546) $ 291,557
Impairment of goodwill and other intangible assets 3,571 137,273 140,844
Realignment charges 17,260 9,101 8,849 35,210
Other non-recurring charges 5,626 5,626
Adjusted operating income (loss) $ 417,084 $ 168,850 $ (112,697) $ 473,237
Net sales - as reported 2,999,637 1,174,961 4,174,598
Operating income (loss) as a % of net sales 13.2% 1.4% NM 7.0%
Adj. operating inc. (loss) as a % of net sales 13.9% 14.4% NM 11.3%

The Company previously adjusted non-GAAP financial measures to exclude Prospera intangible asset amortization and stock-based compensation for Prospera employees, providing investors with a clearer view of the Agriculture segment’s performance related to traditional products. Following the annual impairment testing of intangible asset values as of September 2, 2023, the Company significantly reduced the value of Prospera intangible assets. Additionally, realignment activities approved by the Board of Directors in the third quarter of fiscal 2023 impacted future stock compensation for Prospera employees. As a result, the Company no longer considers these historical adjustments related to Prospera to be relevant for understanding the Agriculture segment’s performance in the fourth quarter of fiscal 2023, the second half of fiscal 2023, or in future periods. Since these adjustments were included in operating income (loss) for the first half of fiscal 2023, the Company has removed their impact when presenting “further adjusted” operating income (loss) for fiscal 2023 below.

Fifty-two weeks ended December 30, 2023
Operating Income (Loss) Reconciliation Infrastructure Agriculture Corporate Consolidated
Adjusted operating income (loss) $ 417,084 $ 168,850 $ (112,697) $ 473,237
Prospera intangible asset amortization 3,290 3,290
Prospera stock-based compensation 4,278 4,278
Further adjusted operating income (loss) $ 417,084 $ 176,418 $ (112,697) $ 480,805
Net sales - as reported 2,999,637 1,174,961 4,174,598
Adj. operating inc. (loss) as a % of net sales 13.9% 14.4% NM 11.3%
Further adj. oper. inc. (loss) as a % of net sales 13.9% 15.0% NM 11.5%

NM = not meaningful

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF ADJUSTED EBITDA

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended Fifty-two weeks ended
December 28, December 28,
2024 2024
Net cash flows from operating activities $ 193,414 $ 572,678
Interest expense 12,342 58,722
Income tax expense 27,199 117,978
Deferred income taxes 8,696 24,655
Redeemable noncontrolling interests (782) (2,365)
Net periodic pension cost (158) (640)
Contribution to defined benefit pension plan 60 19,599
Changes in assets and liabilities (78,881) (128,232)
Other (11,638) (12,172)
Proforma divestitures adjustment 59 (2,346)
Adjusted EBITDA $ 150,311 $ 647,877
Net earnings attributable to Valmont Industries, Inc. $ 77,653 $ 348,259
Interest expense 12,342 58,722
Income tax expense 27,199 117,978
Depreciation and amortization 24,854 95,395
Stock-based compensation 8,204 29,869
Proforma divestitures adjustment 59 (2,346)
Adjusted EBITDA $ 150,311 $ 647,877
Net sales $ 1,037,294 $ 4,075,034
Adjusted EBITDA $ 150,311 $ 647,877
Adjusted EBITDA margin 14.5% 15.9%

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF LEVERAGE RATIO

(Dollars in thousands)

(Unaudited)

**** December 28,
2024
Interest-bearing debt, excluding origination fees and discounts of $25,613 $ 757,915
Less: Cash and cash equivalents in excess of $50,000 114,315
Net indebtedness $ 643,600
Adjusted EBITDA 647,877
Leverage ratio 0.99

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF FREE CASH FLOW

(Dollars in thousands)

(Unaudited)

Fifty-two weeks ended
December 28, December 30,
2024 2023
Net cash flows from operating activities $ 572,678 $ 306,775
Net cash flows from investing activities (78,878) (115,281)
Net cash flows from financing activities (522,560) (176,405)
Net cash flows from operating activities $ 572,678 $ 306,775
Purchases of property, plant, and equipment (79,451) (96,771)
Free cash flow $ 493,227 $ 210,004

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

BACKLOG

(Dollars in millions)

(Unaudited)

**** December 28, December 30,
2024 **** 2023
Infrastructure $ 1,273.3 $ 1,299.6
Agriculture 163.4 165.9
Total backlog $ 1,436.7 $ 1,465.5

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF CONSTANT CURRENCY

(Dollars in thousands)

(Unaudited)

Fiscal 2025 Net Sales Outlook
Low End High End
Infrastructure Agriculture Consolidated Infrastructure Agriculture Consolidated
Net sales $ 3,025,000 $ 975,000 $ 4,000,000 $ 3,160,000 $ 1,040,000 $ 4,200,000
Impact of foreign exchange 35,000 25,000 60,000 35,000 25,000 60,000
Net sales - constant currency $ 3,060,000 $ 1,000,000 $ 4,060,000 $ 3,195,000 $ 1,065,000 $ 4,260,000
Net sales - year-over-year change 0.9% (9.4)% (1.8)% 5.4% (3.4)% 3.1%
Impact of foreign exchange 1.2% 2.3% 1.5% 1.2% 2.3% 1.5%
Net sales - constant currency 2.1% (7.1)% (0.4)% 6.6% (1.1)% 4.5%

The foreign exchange impact assumes the following currency exchange rates for the most significant translation effects: BRL/USD: 5.90, AUD/USD: 1.58, and EUR/USD: 0.96

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF RETURN ON INVESTED CAPITAL

(Dollars in thousands)

(Unaudited)

Fifty-two
weeks ended
December 28,
2024
Operating income $ 524,584
Effective tax rate 25.2%
Tax effect on operating income (132,050)
After-tax operating income $ 392,534
Average invested capital $ 2,396,436
Return on invested capital 16.4%
Total assets $ 3,329,972
Less: Defined benefit pension asset (46,520)
Less: Accounts payable (372,197)
Less: Accrued expenses (275,407)
Less: Contract liabilities (126,932)
Less: Income taxes payable (22,509)
Less: Dividends payable (12,019)
Less: Deferred income taxes (6,344)
Less: Operating lease liabilities (134,534)
Less: Deferred compensation (33,302)
Less: Other non-current liabilities (20,813)
Total invested capital $ 2,279,395
Beginning invested capital 2,513,477
Average invested capital $ 2,396,436

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