8-K
VALMONT INDUSTRIES INC (VMI)
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
April 21, 2026
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 April 21, 2026 announcing its financial results for its fiscal quarter ended March 28, 2026. The press release is furnished with this Form 8-K as Exhibit 99.1.
The information in Item 2.02 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in Item 2.02 shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
| | | |
|---|---|---|
| Exhibit No. | | Description |
| 99.1 | | Earnings Press Release dated April 21, 2026 |
| 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/ JOHN SCHWIETZ | ||
| | Name: | John Schwietz | | |
| | Title: | Executive Vice President and Chief Financial Officer |
Date: April 21, 2026
Exhibit 99.1
| | | | |
|---|---|---|---|
| | FOR IMMEDIATE RELEASE | ||
| | | | |
| Contact: | Renee Campbell | | |
| Email: | renee.campbell@valmont.com | | |
| Date: | April 21, 2026 | |
Valmont Reports First Quarter 2026 Results and Raises Full-Year 2026 EPS Guidance
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 first quarter ended March 28, 2026.
President and Chief Executive Officer Avner M. Applbaum commented, “We delivered a strong start to 2026, including record first-quarter earnings per share, reflecting solid sales growth and margin expansion driven primarily by pricing strength and higher volumes in North America Utility. This performance reflects the team’s focus on value-based pricing, a disciplined commercial approach, and continued progress on our capacity and throughput initiatives. We are advancing our strategy and key value drivers to support sustainable growth and long-term shareholder value.
In Infrastructure, demand in North America Utility remains underpinned by long-term investment trends, including rising energy demand, grid modernization, and electrification. As we move through the year, growth is supported by our capacity investments and strong operational and commercial execution.
In Agriculture, we are managing through a more cautious near-term market environment, with an emphasis on profitability. We continue to position the business for future growth through investment in aftermarket parts and technology solutions that improve water efficiency and enhance grower productivity.”
First Quarter 2026 Highlights (all metrics compared to First Quarter 2025 unless otherwise noted)
| ● | Net sales increased 6.2% to $1.03 billion |
|---|---|
| ● | Operating income increased 21.3% to $155.6 million or 15.1% of net sales, compared to $128.3 million or 13.2% of net sales |
| --- | --- |
| ● | Diluted earnings per share increased 27.5% to $5.51, compared to $4.32 |
| --- | --- |
| ● | Realigned the product line reporting^1^ within the segments to better reflect the markets served and how they are managed |
| --- | --- |
| ● | Cash and cash equivalents were $160.2 million and net leverage ratio^2^ was ~1.1x |
| --- | --- |
| ● | Returned $70.8 million to shareholders through $57.5 million in share repurchases and $13.3 million in dividends; increased the quarterly cash dividend by 13% to $0.77 per share ($3.08 annualized) |
| --- | --- |
| ● | Invested $34.6 million in capital expenditures to primarily support capacity investments for the North America Utility product line |
| --- | --- |
^1^Prior-period amounts have been recast to conform to the current-period presentation
^2^Please see Reg G reconciliation to GAAP measures at end of document
Key Financial Metrics
| | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|
| First Quarter 2026 | | | | ||||||
| (In thousands, except per-share amounts) | | 3/28/2026 | | 3/29/2025 | | | | ||
| | | Q1 2026 | | Q1 2025 | | vs. Q1 2025 | | ||
| Net Sales | | $ | 1,029,197 | | $ | 969,314 | | 6.2% | |
| Gross Profit | | | 316,878 | | | 291,102 | | 8.9% | |
| Gross Profit as a % of Net Sales | | | 30.8% | | | 30.0% | | | |
| Operating Income | | | 155,626 | | | 128,314 | | 21.3% | |
| Operating Income as a % of Net Sales | | | 15.1% | | | 13.2% | | | |
| Net Earnings Attributable to Valmont Industries, Inc. | | | 108,033 | | | 87,261 | | 23.8% | |
| Diluted Earnings per Share | | | 5.51 | | | 4.32 | | 27.5% | |
| Weighted Average Shares Outstanding | | | 19,616 | | | 20,196 | | | |
First Quarter 2026 Segment Review (all metrics compared to First Quarter 2025 unless otherwise noted)
Infrastructure (78.0% of Net Sales)
Products and solutions to serve the infrastructure markets of utility, lighting, transportation, and telecommunications, along with coatings services to protect metal products
Sales increased 14.1% to $805.9 million, compared to $706.2 million.
Infrastructure end markets remain strong supporting 27.4% growth in North America Utility and a 13.3% increase in North America Coatings sales driven by favorable pricing and higher volumes. International sales increased due to favorable foreign exchange. These increases were partially offset by lower volumes in North America Lighting and Transportation and North America Telecommunications.
Operating income increased 22.0% to $143.0 million or 17.8% of net sales, compared to $117.2 million or 16.7% of net sales. The improvement was primarily attributable to higher pricing and volumes, and an improved global cost structure.
Agriculture (22.0% 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 decreased 15.1% to $227.0 million, compared to $267.3 million.
In North America, irrigation sales increased 1.5% due to favorable pricing, partially offset by lower volumes amid continued agriculture market softness. International sales decreased 32.7% driven primarily by operational disruptions due to the ongoing Middle East conflict and lower volumes in Brazil.
Operating income decreased 7.5% to $33.5 million or 14.8% of net sales, compared to $36.2 million or 13.6% of net sales. The decrease was driven primarily by lower volumes partially offset by positive pricing and reduced SG&A.
Full-Year 2026 Financial Outlook and Key Assumptions
The Company is raising its full-year 2026 diluted EPS outlook and updating its key assumptions.
| Metric | Previous Outlook | Updated Outlook |
|---|---|---|
| Net Sales | $4.2 to $4.4 billion | No change |
| Infrastructure Net Sales | $3.25 to $3.4 billion | $3.3 to $3.45 billion |
| Agriculture Net Sales | $0.95 to $1.0 billion | $0.9 to $0.95 billion |
| Diluted Earnings per Share | $20.50 to $23.50 | $21.50 to $23.50 |
| Capital Expenditures | $170 to $200 million | No change |
| Effective Tax Rate | ~26.0% | No change |
^1^Prior-period amounts have been recast to conform to the current-period presentation.
^2^Please see Reg G reconciliation to GAAP measures at end of document
Key Assumptions
| ● | Steel cost assumptions are aligned with futures markets as of April 17, 2026 |
|---|---|
| ● | Foreign currency assumptions based on FX rates as of April 17, 2026 |
| --- | --- |
| ● | This outlook includes the current tariffs as of April 17, 2026 and assumes no material change to the current trade or tariff environment |
| --- | --- |
A live audio discussion with Avner M. Applbaum, President and Chief Executive Officer, and John Schwietz, Executive Vice President and Chief Financial Officer, will take place on Tuesday, April 21, 2026 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 1Q 2026 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 13756344. The replay will be available until 10:59 p.m. CT on Tuesday, April 28, 2026.
About Valmont Industries, Inc.
For more than 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, 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 may provide certain non-GAAP financial measures (adjusted diluted earnings per share and adjusted effective tax rate) on a forward-looking basis from time to time. 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. To the extent the Company provides forward-looking non-GAAP financial measures, 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^Prior-period amounts have been recast to conform to the current-period presentation.
^2^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 | ||||
| | | March 28, | | March 29, | ||
| | | 2026 | | 2025 | ||
| Net sales | | $ | 1,029,197 | | $ | 969,314 |
| Cost of sales | | | 712,319 | | | 678,212 |
| Gross profit | | | 316,878 | | | 291,102 |
| Selling, general, and administrative expenses | | | 161,252 | | | 162,788 |
| Operating income | | | 155,626 | | | 128,314 |
| Other income (expenses): | | | | | | |
| Interest expense | | | (9,411) | | | (10,115) |
| Interest income | | | 1,377 | | | 3,394 |
| Loss on deferred compensation investments | | | (1,558) | | | (841) |
| Other | | | (895) | | | (2,730) |
| Total other expenses | | | (10,487) | | | (10,292) |
| Earnings before income taxes and equity method investment loss | | | 145,139 | | | 118,022 |
| Income tax expense | | | 37,115 | | | 30,799 |
| Equity method investment loss | | | — | | | (560) |
| Net earnings | | | 108,024 | | | 86,663 |
| Loss attributable to redeemable noncontrolling interests | | | 9 | | | 598 |
| Net earnings attributable to Valmont Industries, Inc. | | $ | 108,033 | | $ | 87,261 |
| | | | | | | |
| Weighted average shares outstanding - Basic | | | 19,475 | | | 20,047 |
| Earnings per share - Basic | | $ | 5.55 | | $ | 4.35 |
| | | | | | | |
| Weighted average shares outstanding - Diluted | | | 19,616 | | | 20,196 |
| Earnings per share - Diluted | | $ | 5.51 | | $ | 4.32 |
| | | | | | | |
| Cash dividends per share | | $ | 0.77 | | $ | 0.68 |
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
SUMMARY OPERATING RESULTS
(Dollars in thousands)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Thirteen weeks ended | ||||
| | | March 28, | | March 29, | ||
| | | 2026 | | 2025 | ||
| Infrastructure | | | | | | |
| Net sales | | $ | 803,180 | | $ | 703,491 |
| Gross profit | | | 244,190 | | | 212,875 |
| as a percentage of net sales | | | 30.4% | | | 30.3% |
| Selling, general, and administrative expenses | | | 101,167 | | | 95,663 |
| as a percentage of net sales | | | 12.6% | | | 13.6% |
| Operating income | | | 143,023 | | | 117,212 |
| as a percentage of net sales | | | 17.8% | | | 16.7% |
| | | | | | | |
| Agriculture | | | | | | |
| Net sales | | $ | 226,017 | | $ | 265,823 |
| Gross profit | | | 72,688 | | | 78,227 |
| as a percentage of net sales | | | 32.2% | | | 29.4% |
| Selling, general, and administrative expenses | | | 39,185 | | | 41,990 |
| as a percentage of net sales | | | 17.3% | | | 15.8% |
| Operating income | | | 33,503 | | | 36,237 |
| as a percentage of net sales | | | 14.8% | | | 13.6% |
| | | | | | | |
| Corporate | | | | | | |
| Selling, general, and administrative expenses | | $ | 20,900 | | $ | 25,135 |
| Operating loss | | | (20,900) | | | (25,135) |
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
SUMMARY OPERATING RESULTS
(Dollars in thousands)
(Unaudited)
In the first quarter of fiscal 2026, the Company revised its product line presentation to better reflect how the business is currently managed. Within the Infrastructure segment, product lines are now presented as North America Utility, North America Lighting and Transportation, North America Coatings, North America Telecommunications, and International Infrastructure and Solar, replacing the previous presentation of Utility, Lighting and Transportation, Coatings, Telecommunications, and Solar. Within the Agriculture segment, product lines are now presented as Agriculture, replacing the previous presentation of Irrigation Equipment and Parts and Technology Products and Services. The prior period product line amounts have been recast to conform to the current period presentation.
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Thirteen weeks ended March 28, 2026 | ||||||||||
| | | Infrastructure | | Agriculture | | Intersegment | | Consolidated | ||||
| Geographical Market: | | | | | | | | | | | | |
| North America | | $ | 667,528 | | $ | 139,593 | | $ | (3,720) | | $ | 803,401 |
| International | | | 138,393 | | | 87,403 | | | — | | | 225,796 |
| Total sales | | $ | 805,921 | | $ | 226,996 | | $ | (3,720) | | $ | 1,029,197 |
| | | | | | | | | | | | | |
| Product Line: | | | | | | | | | | | | |
| North America Utility | | $ | 424,184 | | $ | — | | $ | — | | $ | 424,184 |
| North America Lighting and Transportation | | | 118,652 | | | — | | | — | | | 118,652 |
| North America Coatings | | | 63,134 | | | — | | | (2,741) | | | 60,393 |
| North America Telecommunications | | | 61,504 | | | — | | | — | | | 61,504 |
| International Infrastructure and Solar | | | 138,447 | | | — | | | — | | | 138,447 |
| Agriculture | | | — | | | 226,996 | | | (979) | | | 226,017 |
| Total sales | | $ | 805,921 | | $ | 226,996 | | $ | (3,720) | | $ | 1,029,197 |
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | Thirteen weeks ended March 29, 2025 | ||||||||||
| | | Infrastructure | | Agriculture | | Intersegment | | Consolidated | ||||
| Geographical Market: | | | | | | | | | | | | |
| North America | | $ | 577,197 | | $ | 137,476 | | $ | (4,112) | | $ | 710,561 |
| International | | | 129,024 | | | 129,795 | | | (66) | | | 258,753 |
| Total sales | | $ | 706,221 | | $ | 267,271 | | $ | (4,178) | | $ | 969,314 |
| | | | | | | | | | | | | |
| Product Line: | | | | | | | | | | | | |
| North America Utility | | $ | 332,836 | | $ | — | | $ | — | | $ | 332,836 |
| North America Lighting and Transportation | | | 124,123 | | | — | | | — | | | 124,123 |
| North America Coatings | | | 55,708 | | | — | | | (2,664) | | | 53,044 |
| North America Telecommunications | | | 63,988 | | | — | | | — | | | 63,988 |
| International Infrastructure and Solar | | | 129,566 | | | — | | | (66) | | | 129,500 |
| Agriculture | | | — | | | 267,271 | | | (1,448) | | | 265,823 |
| Total sales | | $ | 706,221 | | $ | 267,271 | | $ | (4,178) | | $ | 969,314 |
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | March 28, | | December 27, | ||
| | | 2026 | | 2025 | ||
| ASSETS | | | | | | |
| Current assets: | | | | | | |
| Cash and cash equivalents | | $ | 160,189 | | $ | 187,140 |
| Receivables, net | | | 652,749 | | | 590,127 |
| Inventories | | | 587,715 | | | 566,396 |
| Contract assets | | | 250,411 | | | 266,922 |
| Prepaid expenses and other current assets | | | 120,931 | | | 109,063 |
| Total current assets | | | 1,771,995 | | | 1,719,648 |
| Property, plant, and equipment, net | | | 685,952 | | | 673,863 |
| Goodwill and other non-current assets | | | 977,218 | | | 975,818 |
| Total assets | | $ | 3,435,165 | | $ | 3,369,329 |
| | | | | | | |
| LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS' EQUITY | | | | | | |
| Current liabilities: | | | | | | |
| Current installments of long-term debt | | $ | — | | $ | 513 |
| Mandatorily redeemable financial instrument | | | — | | | 8,922 |
| Accounts payable | | | 374,208 | | | 359,539 |
| Accrued expenses | | | 266,309 | | | 284,751 |
| Contract liabilities | | | 77,112 | | | 52,013 |
| Income taxes payable | | | 13,283 | | | 12,604 |
| Dividends payable | | | 14,948 | | | 13,278 |
| Total current liabilities | | | 745,860 | | | 731,620 |
| Long-term debt, excluding current installments | | | 790,292 | | | 795,150 |
| Operating lease liabilities | | | 131,008 | | | 130,007 |
| Other non-current liabilities | | | 79,422 | | | 70,267 |
| Total liabilities | | | 1,746,582 | | | 1,727,044 |
| Redeemable noncontrolling interests | | | 9,301 | | | 9,498 |
| Shareholders' equity | | | 1,679,282 | | | 1,632,787 |
| Total liabilities, redeemable noncontrolling interests, and shareholders' equity | | $ | 3,435,165 | | $ | 3,369,329 |
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | Thirteen weeks ended | ||||
| | | March 28, | | March 29, | ||
| | | 2026 | | 2025 | ||
| Cash flows from operating activities: | | | | | | |
| Net earnings | | $ | 108,024 | | $ | 86,663 |
| Depreciation and amortization | | | 22,607 | | | 21,518 |
| Contribution to defined benefit pension plan | | | (886) | | | (1,492) |
| Changes in assets and liabilities | | | (48,541) | | | (60,045) |
| Other, net | | | 22,269 | | | 18,486 |
| Net cash flows from operating activities | | | 103,473 | | | 65,130 |
| Cash flows from investing activities: | | | | | | |
| Purchases of property, plant, and equipment | | | (34,568) | | | (30,319) |
| Acquisitions, net of cash acquired | | | (11,195) | | | — |
| Other, net | | | 2,462 | | | 128 |
| Net cash flows from investing activities | | | (43,301) | | | (30,191) |
| Cash flows from financing activities: | | | | | | |
| Net repayments on short-term borrowings | | | — | | | (1,601) |
| Proceeds from long-term borrowings | | | 50,000 | | | 60,000 |
| Principal repayments on long-term borrowings | | | (55,555) | | | (60,174) |
| Dividends paid | | | (13,279) | | | (12,019) |
| Purchases of redeemable noncontrolling interests | | | (8,922) | | | — |
| Repurchases of common stock | | | (57,550) | | | — |
| Other, net | | | (1,919) | | | (3,199) |
| Net cash flows from financing activities | | | (87,225) | | | (16,993) |
| Effect of exchange rates on cash and cash equivalents | | | 102 | | | 2,138 |
| Net change in cash and cash equivalents | | | (26,951) | | | 20,084 |
| Cash and cash equivalents—beginning of period | | | 187,140 | | | 164,315 |
| Cash and cash equivalents—end of period | | $ | 160,189 | | $ | 184,399 |
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. |
| --- | --- |
| ● | 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. |
| --- | --- |
| ● | 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. |
| --- | --- |
| ● | 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. |
| --- | --- |
| ● | 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
REGULATION G RECONCILIATION OF ADJUSTED EBITDA
(Dollars in thousands)
(Unaudited)
| | | | |
|---|---|---|---|
| | | Four fiscal quarters ended | |
| | | March 28, | |
| | | 2026 | |
| Net cash flows from operating activities | | $ | 494,827 |
| Interest expense | | | 39,838 |
| Income tax expense | | | 30,180 |
| Impairment of long-lived assets | | | (91,337) |
| Deferred income taxes | | | 13,968 |
| Redeemable noncontrolling interests | | | (4,004) |
| Net periodic pension cost | | | (1,873) |
| Contribution to defined benefit pension plan | | | 2,553 |
| Changes in assets and liabilities | | | 70,920 |
| Other, net | | | (1,782) |
| Impairment of long-lived assets | | | 91,337 |
| Realignment charges | | | 16,066 |
| Non-recurring non-cash charges^1^ | | | 3,918 |
| Proforma acquisition adjustment | | | 6,424 |
| Adjusted EBITDA | | $ | 671,035 |
| | | | |
| Net earnings attributable to Valmont Industries, Inc. | | $ | 371,045 |
| Interest expense | | 39,838 | |
| Income tax expense | | 30,180 | |
| Depreciation and amortization | | 89,598 | |
| Stock-based compensation | | 22,629 | |
| Impairment of long-lived assets | | | 91,337 |
| Realignment charges | | | 16,066 |
| Non-recurring non-cash charges^1^ | | | 3,918 |
| Proforma acquisition adjustment | | | 6,424 |
| Adjusted EBITDA | | $ | 671,035 |
^1^ Non-recurring non-cash charges consist of asset valuation adjustments for a joint venture ag solar business.
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
REGULATION G RECONCILIATION OF LEVERAGE RATIO
(Dollars in thousands)
(Unaudited)
| | | | |
|---|---|---|---|
| | | March 28, | |
| | | 2026 | |
| Interest-bearing debt, excluding origination fees and discounts of $24,708 | | $ | 815,000 |
| Less: Cash and cash equivalents in excess of $50,000 | | 110,189 | |
| Net indebtedness | | $ | 704,811 |
| Adjusted EBITDA | | 671,035 | |
| Leverage ratio | | 1.05 |
VALMONT INDUSTRIES, INC. AND SUBSIDIARIES
BACKLOG
(Dollars in millions)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | | March 28, | | December 27, | ||
| | | 2026 | | 2025 | ||
| Infrastructure | | $ | 1,551.5 | | $ | 1,548.3 |
| Agriculture | | 102.8 | | 105.4 | ||
| Total backlog | | $ | 1,654.3 | | $ | 1,653.7 |