8-K

VALMONT INDUSTRIES INC (VMI)

8-K 2025-07-22 For: 2025-07-22
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

July 22, 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 July 22, 2025 announcing its financial results for its quarter ended June 28, 2025. The press release is furnished with this Form 8-K 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 July 22, 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/ THOMAS LIGUORI
Name: Thomas Liguori
Title: Executive Vice President and Chief Financial Officer

Date: July 22, 2025

Graphic

Exhibit 99.1

FOR IMMEDIATE RELEASE
Contact: Renee Campbell
Email: renee.campbell@valmont.com
Date: July 22, 2025

Valmont Reports Second Quarter 2025 Results and Raises Full-Year 2025 Adjusted Diluted Earnings per Share Outlook

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 second quarter ended June 28, 2025.

President and Chief Executive Officer Avner M. Applbaum commented, “We delivered a solid quarter operationally, with continued strength in Utility, Telecommunications, and International Agriculture. Our teams executed well, driving volume growth in key markets while advancing our long-term strategy. We remain focused on our key value drivers: capturing infrastructure demand by expanding Utility capacity and throughput, positioning our Agriculture segment for long-term growth through international expansion and technology solutions, and maintaining disciplined capital and resource allocation.

This quarter, we completed the realignment work that we began when I became CEO in July 2023. We took decisive steps to streamline the organization and refine our product portfolio, resulting in one-time charges that contributed to a GAAP loss for the quarter. These were purposeful changes designed to increase agility, bring operations closer to our commercial teams, and sharpen our focus on higher-return growth opportunities, improving time to market and customer responsiveness. With these changes, we’re operating with greater clarity and speed. Looking ahead, we’re now focused on scaling innovation, investing in growth, and driving greater efficiency across the business. I’m incredibly proud of how our teams continue to live our core values and deliver meaningful results for our shareholders.”

Second Quarter 2025 Highlights (all metrics compared to Second Quarter 2024 unless otherwise noted^1^)

Net sales increased 1.0% to $1.05 billion, compared to $1.04 billion; sales growth in Utility, Telecommunications, and International Agriculture was offset by lower sales in Solar and North America Agriculture
Operating income of $29.3 million or 2.8% of net sales ($141.4 million or 13.5% adjusted), compared to $147.3 million or 14.2% of net sales
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Operating cash flows increased 28.1% to $167.6 million, compared to $130.8 million
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The Company recorded one-time charges of $112.1 million, consisting of:
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o Non-cash long-lived asset impairment charges of $91.3 million, including:
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$71.1 million for goodwill and intangibles related to the Solar and Access Systems businesses
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$20.2 million for other assets that will no longer be utilized
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o Cash realignment charges of $9.8 million, primarily severance-related
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o Other non-recurring charges of $10.9 million, primarily costs to fulfill contractually required payments for system licenses no longer needed
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^1^Please see Reg G reconciliation to GAAP measures at end of document

Expected benefit from lower SG&A costs of $8.0 million in the second half of 2025, and $22.0 million on an annualized basis in 2026, as a result of the above one-time charges
Diluted earnings (loss) per share (“EPS”) of ($1.53), or $4.88 adjusted, compared to $4.91
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Cash and cash equivalents were $208.5 million and net leverage ratio was ~1.0x
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Returned $113.6 million to shareholders through $100.0 million in share repurchases and $13.6 million in dividends
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Invested $32.0 million in capital expenditures to support strategic growth initiatives
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Increased backlog by $139.2 million or 9.7% since year-end 2024, driven primarily by continued strength in Infrastructure demand
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Released the 2025 Valmont Sustainability Report, updating key disclosures and showcasing how Valmont products and solutions advance sustainability principles
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Raising full-year 2025 adjusted diluted EPS outlook to a range of $17.50 to $19.50
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Key Financial Metrics

Second Quarter 2025 GAAP Adjusted^1^
(In thousands, except per-share amounts) **** 6/28/2025 **** 6/29/2024 **** **** 6/28/2025 **** 6/29/2024 ****
Q2 2025 Q2 2024 vs. Q2 2024 Q2 2025 Q2 2024 vs. Q2 2024
Net Sales $ 1,050,548 $ 1,039,737 1.0% $ 1,050,548 $ 1,039,737 1.0%
Gross Profit 321,167 320,282 0.3% 322,761 320,282 0.8%
Gross Profit as a % of Net Sales 30.6% 30.8% 30.7% 30.8%
Operating Income 29,276 147,308 -80.1% 141,356 147,308 -4.0%
Operating Income as a % of Net Sales 2.8% 14.2% 13.5% 14.2%
Net Earnings (Loss) Attributable to VMI^2^ (30,263) 99,716 NM 97,198 99,716 -2.5%
Diluted Earnings (Loss) per Share (1.53) 4.91 NM 4.88 4.91 -0.6%

Year-to-Date 2025 GAAP Adjusted^1^
(In thousands, except per-share amounts) **** 6/28/2025 **** 6/29/2024 **** **** 6/28/2025 **** 6/29/2024 ****
FY 2025 FY 2024 vs. FY 2024 FY 2025 FY 2024 vs. FY 2024
Net Sales $ 2,019,862 $ 2,017,565 0.1% $ 2,019,862 $ 2,017,565 0.1%
Gross Profit 612,269 626,498 -2.3% 613,863 626,498 -2.0%
Gross Profit as a % of Net Sales 30.3% 31.1% 30.4% 31.1%
Operating Income 157,590 278,861 -43.5% 269,670 278,861 -3.3%
Operating Income as a % of Net Sales 7.8% 13.8% 13.4% 13.8%
Net Earnings Attributable to VMI^2^ 56,998 187,538 -69.6% 184,459 187,538 -1.6%
Diluted Earnings per Share 2.84 9.24 -69.3% 9.19 9.24 -0.5%
Weighted Average Shares Outstanding 20,063 20,307 20,063 20,307

^2^Net earnings (loss) attributable to Valmont Industries, Inc. including a $26,243 change in redemption value of redeemable noncontrolling interests (represents estimated liability to exit a joint venture ag solar business)

Second Quarter 2025 Segment Review (all metrics compared to Second Quarter 2024 unless otherwise noted^1^)

Infrastructure (72.6% of Net Sales)

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

Sales of $765.5 million were similar to prior-year sales of $762.7 million.

Utility sales grew due to higher volumes and pricing actions that more than offset the impact of lower steel prices. Telecommunications sales increased meaningfully, supported by our strategic positioning within carrier capex spending plans. Solar sales declined significantly, reflecting lower volumes. Lower Lighting & Transportation and Coatings sales were primarily driven by softer demand in international markets.

Operating income was $25.9 million or 3.4% of net sales ($124.6 million or 16.3% adjusted), compared to $133.6 million or 17.6% of net sales. An $89.4 million impairment of long-lived assets including goodwill led to ^1^Please see Reg G reconciliation to GAAP measures at end of document

lower GAAP operating income. Adjusted operating income and margins were lower, primarily due to lower international profitability from lower sales.

Agriculture (27.4% 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 2.7% to $289.4 million, compared to $281.7 million.

In North America, irrigation equipment sales declined due to meaningfully lower volumes of storm-related replacement sales compared to the prior year, along with continued agriculture market softness. International sales increased significantly, driven by strong growth in the Europe, Middle East, and Africa (“EMEA”) region and higher volumes in Brazil, supported by a stabilizing market environment there.

Operating income was $36.1 million or 12.5% of net sales ($44.8 million or 15.6% adjusted), compared to $40.0 million or 14.3% of net sales. A $2.9 million organizational realignment charge, and $5.9 million in one-time charges related to the ag solar business, led to lower GAAP operating income. Adjusted operating income and margins were higher due to improved profitability in the EMEA region and lower SG&A in North America.

Raising Full-Year 2025 Financial Outlook and Updating Key Assumptions

Following the realignment actions taken this quarter and the resulting impact to our cost structure and portfolio, the Company is updating its full-year 2025 adjusted diluted earnings per share outlook and updating key assumptions for the year.

Metric Previous Outlook Updated Outlook
Net Sales $4.0 to $4.2 billion No change
Infrastructure Net Sales $3.02 to $3.16 billion No change
Agriculture Net Sales $0.98 to $1.04 billion No change
Adjusted Diluted Earnings per Share $17.20 to $18.80 $17.50 to $19.50
Capital Expenditures $140 to $160 million No change
Adjusted Effective Tax Rate ~26.0% No change

Key Assumptions, Including Current Tariff Considerations

Steel cost assumptions are aligned with futures markets as of July 21, 2025
The Company’s fiscal 2025 outlook reflects its current plans and actions underway to mitigate the direct impacts of tariffs as of July 18, 2025; the Company believes these mitigation plans will enable it to remain profit neutral on a dollar basis in fiscal 2025
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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, July 22, 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 2Q 2025 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 13750347. The replay will be available until 10:59 p.m. CT on Tuesday, July 29, 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. ^1^Please see Reg G reconciliation to GAAP measures at end of document

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, including tariffs. 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.

The Company’s guidance includes certain non-GAAP financial measures (adjusted diluted earnings per share and adjusted effective tax rate) presented on a forward-looking basis. These measures are typically calculated by excluding the impact of items such as foreign exchange, acquisitions, divestitures, realignment or restructuring expenses, goodwill or intangible asset impairment, changes in tax laws or rates, change in redemption value of redeemable noncontrolling interests, and other non-recurring items. Reconciliations to the most directly comparable GAAP financial measures are not provided, as the Company cannot do so without unreasonable effort due to the inherent uncertainty and difficulty in predicting the timing and financial impact of such items. For the same reasons, the Company cannot assess the likely significance of unavailable information, which could be material to future results.

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 OPERATIONS

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

(Unaudited)

Thirteen weeks ended Twenty-six weeks ended
June 28, June 29, June 28, June 29,
2025 **** 2024 **** 2025 **** 2024
Net sales $ 1,050,548 $ 1,039,737 $ 2,019,862 $ 2,017,565
Cost of sales 729,381 719,455 1,407,593 1,391,067
Gross profit 321,167 320,282 612,269 626,498
Selling, general, and administrative expenses 191,670 172,974 354,458 347,637
Impairment of long-lived assets 91,337 91,337
Realignment charges 8,884 8,884
Operating income 29,276 147,308 157,590 278,861
Other income (expenses):
Interest expense (10,543) (15,846) (20,658) (32,067)
Interest income 1,568 1,499 4,962 3,278
Gain on deferred compensation investments 2,384 525 1,543 1,956
Other (3,675) (1,250) (6,405) (1,355)
Total other income (expenses) (10,266) (15,072) (20,558) (28,188)
Earnings before income taxes and equity in loss of nonconsolidated subsidiaries 19,010 132,236 137,032 250,673
Income tax expense 22,280 31,067 53,079 61,055
Equity in loss of nonconsolidated subsidiaries (21) (19) (581) (39)
Net earnings (loss) (3,291) 101,150 83,372 189,579
Earnings attributable to redeemable noncontrolling interests (729) (1,434) (131) (2,041)
Net earnings (loss) attributable to Valmont Industries, Inc. $ (4,020) $ 99,716 $ 83,241 $ 187,538
Weighted average shares outstanding - Basic 19,809 20,175 19,928 20,182
Earnings (loss) per share - Basic $ (1.53) ^1^​ $ 4.94 $ 2.86 ^1^​ $ 9.29
Weighted average shares outstanding - Diluted 19,809 20,292 20,063 20,307
Earnings (loss) per share - Diluted $ (1.53) ^1^​ $ 4.91 $ 2.84 ^1^​ $ 9.24
Cash dividends per share $ 0.68 $ 0.60 $ 1.36 $ 1.20

^1^Basic and diluted earnings (loss) per share includes a $26,243 change in redemption value of redeemable noncontrolling interests (represents estimated liability to exit a joint venture ag solar business)

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended Twenty-six weeks ended
June 28, June 29, June 28, June 29,
2025 **** 2024 **** 2025 **** 2024
Infrastructure
Net sales $ 763,092 $ 760,430 $ 1,466,583 $ 1,481,163
Gross profit 227,883 232,403 440,758 450,020
as a percentage of net sales 29.9% 30.6% 30.1% 30.4%
Selling, general, and administrative expenses 111,187 98,822 206,850 198,575
as a percentage of net sales 14.6% 13.0% 14.1% 13.4%
Impairment of long-lived assets 89,356 89,356
Realignment charges 1,426 1,426
Operating income 25,914 133,581 143,126 251,445
as a percentage of net sales 3.4% 17.6% 9.8% 17.0%
Agriculture
Net sales $ 287,456 $ 279,307 $ 553,279 $ 536,402
Gross profit 93,284 87,879 171,511 176,478
as a percentage of net sales 32.5% 31.5% 31.0% 32.9%
Selling, general, and administrative expenses 52,366 47,908 94,356 95,534
as a percentage of net sales 18.2% 17.2% 17.1% 17.8%
Impairment of long-lived assets 1,981 1,981
Realignment charges 2,886 2,886
Operating income 36,051 39,971 72,288 80,944
as a percentage of net sales 12.5% 14.3% 13.1% 15.1%
Corporate
Selling, general, and administrative expenses $ 28,117 $ 26,244 $ 53,252 $ 53,528
Realignment charges 4,572 4,572
Operating loss (32,689) (26,244) (57,824) (53,528)

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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 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 twenty-six weeks ended June 29, 2024 was adjusted to conform to the realigned presentation. As a result, Utility product line sales increased and Lighting and Transportation product line sales decreased by $9,308 and $20,195 for the thirteen and twenty-six weeks ended June 29, 2024, respectively.

Thirteen weeks ended June 28, 2025
**** Infrastructure **** Agriculture Intersegment **** Consolidated
Geographical Market:
North America $ 616,436 $ 142,482 $ (4,329) $ 754,589
International 149,089 146,938 (68) 295,959
Total sales $ 765,525 $ 289,420 $ (4,397) $ 1,050,548
Product Line:
Utility $ 350,416 $ $ $ 350,416
Lighting and Transportation 217,985 217,985
Coatings 90,789 (2,365) 88,424
Telecommunications 82,075 82,075
Solar 24,260 (68) 24,192
Irrigation Equipment and Parts 263,536 (1,964) 261,572
Technology Products and Services 25,884 25,884
Total sales $ 765,525 $ 289,420 $ (4,397) $ 1,050,548

Thirteen weeks ended June 29, 2024
**** Infrastructure **** Agriculture Intersegment **** Consolidated
Geographical Market:
North America $ 582,143 $ 161,310 $ (4,686) $ 738,767
International 180,599 120,393 (22) 300,970
Total sales $ 762,742 $ 281,703 $ (4,708) $ 1,039,737
Product Line:
Utility $ 332,395 $ $ $ 332,395
Lighting and Transportation 234,254 234,254
Coatings 91,574 (2,294) 89,280
Telecommunications 58,400 58,400
Solar 46,119 (18) 46,101
Irrigation Equipment and Parts 254,310 (2,396) 251,914
Technology Products and Services 27,393 27,393
Total sales $ 762,742 $ 281,703 $ (4,708) $ 1,039,737

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

SUMMARY OPERATING RESULTS

(Dollars in thousands)

(Unaudited)

Twenty-six weeks ended June 28, 2025
**** Infrastructure **** Agriculture Intersegment **** Consolidated
Geographical Market:
North America $ 1,193,633 $ 279,958 $ (8,441) $ 1,465,150
International 278,113 276,733 (134) 554,712
Total sales $ 1,471,746 $ 556,691 $ (8,575) $ 2,019,862
Product Line:
Utility $ 694,681 $ $ $ 694,681
Lighting and Transportation 410,556 410,556
Coatings 173,146 (5,029) 168,117
Telecommunications 152,014 152,014
Solar 41,349 (134) 41,215
Irrigation Equipment and Parts 506,267 (3,412) 502,855
Technology Products and Services 50,424 50,424
Total sales $ 1,471,746 $ 556,691 $ (8,575) $ 2,019,862

Twenty-six weeks ended June 29, 2024
**** Infrastructure **** Agriculture Intersegment **** Consolidated
Geographical Market:
North America $ 1,150,715 $ 321,225 $ (9,152) $ 1,462,788
International 335,641 219,213 (77) 554,777
Total sales $ 1,486,356 $ 540,438 $ (9,229) $ 2,017,565
Product Line:
Utility $ 668,538 $ $ $ 668,538
Lighting and Transportation 445,463 445,463
Coatings 178,664 (5,120) 173,544
Telecommunications 112,361 112,361
Solar 81,330 (73) 81,257
Irrigation Equipment and Parts 487,430 (4,036) 483,394
Technology Products and Services 53,008 53,008
Total sales $ 1,486,356 $ 540,438 $ (9,229) $ 2,017,565

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands)

(Unaudited)

June 28, December 28,
2025 **** 2024
ASSETS
Current assets:
Cash and cash equivalents $ 208,533 $ 164,315
Receivables, net 665,882 654,360
Inventories 581,360 590,263
Contract assets 194,559 187,257
Prepaid expenses and other current assets 93,394 87,197
Total current assets 1,743,728 1,683,392
Property, plant, and equipment, net 621,675 588,972
Goodwill and other non-current assets 979,981 1,057,608
Total assets $ 3,345,384 $ 3,329,972
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 623 $ 692
Notes payable to banks 1,669
Accounts payable 385,328 372,197
Accrued expenses 251,872 275,407
Contract liabilities 132,412 126,932
Income taxes payable 25,937 22,509
Dividends payable 13,418 12,019
Total current liabilities 809,590 811,425
Long-term debt, excluding current installments 730,039 729,941
Operating lease liabilities 130,431 134,534
Other non-current liabilities 62,307 60,459
Total liabilities 1,732,367 1,736,359
Redeemable noncontrolling interests 84,062 51,519
Shareholders' equity 1,528,955 1,542,094
Total liabilities, redeemable noncontrolling interests, and shareholders' equity $ 3,345,384 $ 3,329,972

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)

Twenty-six weeks ended
June 28, June 29,
2025 **** 2024
Cash flows from operating activities:
Net earnings $ 83,372 $ 189,579
Depreciation and amortization 43,781 46,526
Contribution to defined benefit pension plan (1,492) (18,009)
Impairment of goodwill and other intangible assets 91,337
Change in working capital (1,007) (78,305)
Other 16,748 14,352
Net cash flows from operating activities 232,739 154,143
Cash flows from investing activities:
Purchases of property, plant, and equipment (62,306) (33,328)
Other (2,013) (3,176)
Net cash flows from investing activities (64,319) (36,504)
Cash flows from financing activities:
Net repayments on short-term borrowings (1,652) (1,275)
Proceeds from long-term borrowings 130,000 15,009
Principal repayments on long-term borrowings (130,358) (105,349)
Dividends paid (25,667) (24,239)
Purchases of redeemable noncontrolling interests (17,745)
Repurchases of common stock (100,007) (14,941)
Other (3,539) (2,335)
Net cash flows from financing activities (131,223) (150,875)
Effect of exchange rates on cash and cash equivalents 7,021 (6,663)
Net change in cash and cash equivalents 44,218 (39,899)
Cash and cash equivalents—beginning of period 164,315 203,041
Cash and cash equivalents—end of period $ 208,533 $ 163,142

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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 Gross Profit, Adjusted Gross Margin, Adjusted Operating Income, Adjusted Operating Margin, Adjusted Net Earnings, Adjusted Diluted EPS, and Adjusted Effective Tax Rate: 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, divestitures, 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, a loss or a gain from a partial or full settlement of the U.K. defined benefit pension plan obligation, losses from natural disasters, change in redemption value of redeemable noncontrolling interests, 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 has 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 REPORTED RESULTS

REGULATION G RECONCILIATION

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended June 28, 2025
Gross Profit Reconciliation Infrastructure Agriculture Corporate Consolidated
Gross profit - as reported $ 227,883 $ 93,284 $ $ 321,167
Realignment charges 910 910
Other non-recurring charges 684 684
Adjusted gross profit $ 228,793 $ 93,968 $ $ 322,761
Net sales - as reported 763,092 287,456 1,050,548
Gross profit as a % of net sales 29.9% 32.5% NM 30.6%
Adjusted gross profit as a % of net sales 30.0% 32.7% NM 30.7%

Twenty-six weeks ended June 28, 2025
Gross Profit Reconciliation Infrastructure Agriculture Corporate Consolidated
Gross profit - as reported $ 440,758 $ 171,511 $ $ 612,269
Realignment charges 910 910
Other non-recurring charges 684 684
Adjusted gross profit $ 441,668 $ 172,195 $ $ 613,863
Net sales - as reported 1,466,583 553,279 2,019,862
Gross profit as a % of net sales 30.1% 31.0% NM 30.3%
Adjusted gross profit as a % of net sales 30.1% 31.1% NM 30.4%

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

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

REGULATION G RECONCILIATION

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended June 28, 2025
Operating Income (Loss) Reconciliation Infrastructure Agriculture Corporate Consolidated
Operating income (loss) - as reported $ 25,914 $ 36,051 $ (32,689) $ 29,276
Impairment of long-lived assets 89,356 1,981 91,337
Realignment charges 2,336 2,886 4,572 9,794
Other non-recurring charges 7,031 3,918 10,949
Adjusted operating income (loss) $ 124,637 $ 44,836 $ (28,117) $ 141,356
Net sales - as reported 763,092 287,456 1,050,548
Operating income (loss) as a % of net sales 3.4% 12.5% NM 2.8%
Adjusted operating income (loss) as a % of net sales 16.3% 15.6% NM 13.5%

Twenty-six weeks ended June 28, 2025
Operating Income (Loss) Reconciliation Infrastructure Agriculture Corporate Consolidated
Operating income (loss) - as reported $ 143,126 $ 72,288 $ (57,824) $ 157,590
Impairment of long-lived assets 89,356 1,981 91,337
Realignment charges 2,336 2,886 4,572 9,794
Other non-recurring charges 7,031 3,918 10,949
Adjusted operating income (loss) $ 241,849 $ 81,073 $ (53,252) $ 269,670
Net sales - as reported 1,466,583 553,279 2,019,862
Operating income (loss) as a % of net sales 9.8% 13.1% NM 7.8%
Adjusted operating income (loss) as a % of net sales 16.5% 14.7% NM 13.4%

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

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

REGULATION G RECONCILIATION

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

(Unaudited)

Thirteen Diluted Twenty-six Diluted
weeks ended earnings weeks ended earnings
June 28, (loss) per June 28, per
2025 share^1,2^ 2025 share^1,2^
Net earnings (loss) attributable to Valmont Industries, Inc. including change in redemption value of redeemable noncontrolling interests $ (30,263) $ (1.52) $ 56,998 $ 2.84
Less: Change in redemption value of redeemable noncontrolling interests 26,243 1.32 26,243 1.31
Net earnings (loss) attributable to Valmont Industries, Inc. - as reported $ (4,020) $ (0.20) $ 83,241 $ 4.15
Impairment of long-lived assets^4^ 91,337 4.58 91,337 4.55
Realignment charges^5^ 9,794 0.49 9,794 0.49
Other non-recurring charges^6^ 10,949 0.55 10,949 0.55
Total adjustments, pre-tax 112,080 5.62 112,080 5.59
Tax effect of adjustments^3^ (10,862) (0.55) (10,862) (0.54)
Net earnings attributable to Valmont Industries, Inc. - adjusted $ 97,198 $ 4.88 $ 184,459 $ 9.19
Average shares outstanding - diluted 19,930 20,063

^1^In the second quarter of fiscal 2025, the Company reported a GAAP net loss. In periods in which the Company recognizes a net loss, the Company excludes the impact of outstanding stock awards from the diluted loss per share calculation, as their inclusion would have an anti-dilutive effect. The adjusted diluted earnings per share calculation includes the impact of outstanding stock awards.

^2^Diluted earnings (loss) per share includes rounding.

^3^The tax effect of adjustments is calculated based on the income tax rate in each applicable jurisdiction.

^4^The Company recorded non-cash impairment charges of $71.1 million for goodwill and certain intangible assets in the Solar and Access Systems businesses and recorded $20.2 million for other long-lived assets that will no longer be utilized.

^5^The Company took realignment actions resulting in pre-tax charges of $9.8 million, primarily severance-related.

^6^Other non-recurring charges consist of costs to fulfill contractually required payments for system licenses no longer needed and asset valuation adjustments for a joint venture ag solar business.

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF ADJUSTED EFFECTIVE TAX RATE

(Dollars in thousands)

(Unaudited)

Thirteen weeks ended Twenty-six weeks ended
June 28, 2025 June 28, 2025
Earnings before income taxes and equity in loss of nonconsolidated subsidiaries Income tax expense Effective tax rate Earnings before income taxes and equity in loss of nonconsolidated subsidiaries Income tax expense Effective tax rate
As reported $ 19,010 $ 22,280 117.2% $ 137,032 $ 53,079 38.7%
Impairment of long-lived assets 91,337 6,744 91,337 6,744
Realignment charges 9,794 2,360 9,794 2,360
Other non-recurring charges 10,949 1,758 10,949 1,758
Adjusted $ 131,090 $ 33,142 25.3% $ 249,112 $ 63,941 25.7%

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF ADJUSTED EBITDA

(Dollars in thousands)

(Unaudited)

Four fiscal quarters ended
June 28,
2025
Net cash flows from operating activities $ 651,274
Interest expense 47,313
Income tax expense 110,002
Impairment of long-lived assets (91,337)
Deferred income taxes 27,661
Redeemable noncontrolling interests (455)
Net periodic pension cost (852)
Contribution to defined benefit pension plan 3,082
Changes in assets and liabilities (211,143)
Other (12,480)
Impairment of long-lived assets 91,337
Realignment charges 9,794
Non-recurring non-cash charges 3,918
Proforma divestitures adjustment (761)
Adjusted EBITDA $ 627,353
Net earnings attributable to Valmont Industries, Inc. $ 243,962
Interest expense 47,313
Income tax expense 110,002
Depreciation and amortization 92,650
Stock-based compensation 29,138
Impairment of long-lived assets 91,337
Realignment charges 9,794
Non-recurring non-cash charges 3,918
Proforma divestitures adjustment (761)
Adjusted EBITDA $ 627,353

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

REGULATION G RECONCILIATION OF LEVERAGE RATIO

(Dollars in thousands)

(Unaudited)

**** June 28,
2025
Interest-bearing debt, excluding origination fees and discounts of $25,256 $ 755,918
Less: Cash and cash equivalents in excess of $50,000 158,533
Net indebtedness $ 597,385
Adjusted EBITDA 627,353
Leverage ratio 0.95

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VALMONT INDUSTRIES, INC. AND SUBSIDIARIES

BACKLOG

(Dollars in millions)

(Unaudited)

**** June 28, December 28,
2025 **** 2024
Infrastructure $ 1,461.8 $ 1,273.3
Agriculture 114.1 163.4
Total backlog $ 1,575.9 $ 1,436.7

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