ALAMO GROUP INC

Previous wording

For the nine months of 2025, the Company's net sales declined by 1%, income from operations decreased by 1%, while net income improved by 0.5% compared to the same period in 2024.

Current wording

For the first three months of 2026, the Company's net sales increased by 7%, while income from operations decreased by 5% and net income decreased by 8% compared to the same period in 2025.

Previous wording

Net Sales in the Industrial Equipment Division increased by 16% (15% organically) for the first nine months of 2025 compared to the same period in 2024. The Division’s backlog declined by 19% as lead-times improved. New orders increased 3% year over year. Income from operations rose 19% versus the prior-year period, reflecting higher demand and continued operational improvements across this Division, partially offset by the impact from tariffs.

Current wording

Net Sales in the Industrial Equipment Division increased by 6% (down 1% organically) for the first three months of 2026 compared to the same period in 2025. The Division’s backlog declined by 21% as lead times improved and demand normalized following elevated order levels in prior periods. New orders decreased approximately 11% year over year. Income from operations rose 2% versus the prior-year period, reflecting higher sales and continued operational improvements across this Division.

Previous wording

Net Sales in the Vegetation Management Division decreased 18% for the first nine months of 2025 compared to the same period in 2024. The Division's backlog declined 3%, while new orders increased 11% year over year. Income from operations decreased 33% versus the prior year period due to several factors including lower sales from the persistent market weakness, operational inefficiencies associated with factory consolidations and the impact from tariffs, partially offset by the reduction in operating expenses.

Current wording

Net Sales in the Vegetation Management Division increased 7% for the first three months of 2026 compared to the same period in 2025. The Division's backlog increased 5% and new orders increased 5% year over year. Income from operations decreased 21% versus the prior year period primarily due to operational inefficiencies associated with factory consolidation, partially offset by the reduction in operating expenses.

Previous wording

We are executing a footprint optimization program within our Vegetation Management Division. To date, we have relocated applicable product families, designated one facility as held for sale, repurposed one facility to support other brands, and completed initial set-ups for portions of the production lines. Over the next approximately two quarters, we plan to finish the remaining line installations and increase production. During this transition, we expect temporary production inefficiencies, duplicate costs, and shipment-timing effects that may pressure revenue and gross margin, along with potentially one-time expenses related to relocation and facility exit. Following completion, we expect improved capacity utilization, service levels and structural cost reductions. The anticipated timing, costs and benefits are forward-looking and subject to the risks and uncertainties described under “Forward-Looking Information”. As part of the ongoing consolidation within the Vegetation Management Division, the Gibson City, Illinois facility has been designated for disposition and is reported on the balance sheet under Other Non-Current Assets as held-for-sale.

Current wording

As part of our ongoing efforts to optimize operations in both of our Divisions, we have relocated applicable product families, sold the Gibson City, IL facility, repurposed one facility to support other brands, and completed initial setups for portions of the production lines. In the first quarter of 2026, we have also listed our facility in New Berlin, WI as an asset held for sale. As we continue our optimization efforts throughout the rest of the year, we expect temporary production inefficiencies, duplicate costs, and shipment-timing effects that may pressure revenue and gross margin, along with potentially one-time expenses related to relocation and facility exit. Following completion, we expect improved capacity utilization, service levels and structural cost reductions. The anticipated timing, costs and benefits are forward-looking and subject to the risks and uncertainties described under “Forward- Looking Information.”

Previous wording

Net sales for the third quarter of 2025 were $420.0 million, an increase of $18.7 million or 5% compared to $401.3 million for the third quarter of 2024. Net sales during the third quarter of 2025 increased due to strong demand for the Industrial Equipment Division, but were offset by the weaker forestry, tree care, and agricultural markets in the Vegetation Management Division.

Current wording

Net sales for the first quarter of 2026 were $417.1 million, an increase of $26.1 million or 7% compared to $391.0 million for the first quarter of 2025. Net sales during the first quarter of 2026 increased due to contributions from recent acquisitions in the Industrial Equipment Division, modest improvement in agricultural markets within the Vegetation Management Division, and FX. Our price/volume analysis indicate 2% of the 7% growth was due to currency movement.

Previous wording

Gross profit for the third quarter of 2025 was $101.7 million (24% of net sales) compared to $100.9 million (25% of net sales) during the same period in 2024, an increase of $0.8 million. Strong demand and performance in the Industrial Equipment Division supported the increase in gross profit, but was offset by the weaker demand and operating inefficiencies in the Vegetation Management Division. Additionally, tariff impact in the third quarter was only partially offset by mitigating actions.

Current wording

Gross profit for the first quarter of 2026 was $104.8 million (25% of net sales) compared to $102.8 million (26% of net sales) during the same period in 2025, an increase of $2.0 million. Higher net sales in the Industrial Equipment Division supported the increase in gross profit, however overall gross margin declined due to operational inefficiencies in the Vegetation Management Division.

Previous wording

Selling, general and administrative expenses (“SG&A”) were $59.9 million (14% of net sales) during the third quarter of 2025 compared to $56.7 million (14% of net sales) during the same period of 2024, an increase of $3.2 million attributable to the CEO transition and acquisition and integration costs. Amortization expense in the third quarter of 2025 was $4.2 million compared to $4.1 million in the same period in 2024.

Current wording

Selling, general and administrative expenses (“SG&A”) were $57.8 million (14% of net sales) during the first quarter of 2026 compared to $54.3 million (14% of net sales) during the same period of 2025, an increase of $3.5 million attributable mainly to the new acquisitions. Amortization expense in the first quarter of 2026 was $4.9 million compared to $4.0 million in the same period in 2025, an increase due to addition of the Ring-o-Matic and Petersen Industries acquisitions.

Previous wording

Interest expense was $3.9 million for the third quarter of 2025 compared to $4.9 million during the same period in 2024 due to debt reduction.

Current wording

Interest expense was $4.6 million for the first quarter of 2026 compared to $3.2 million during the same period in 2025 due to increased debt related to the Petersen Industries acquisition.

Previous wording

Other income (expense), net was $0.2 million of expense for the third quarter of 2025 compared to less than $0.1 million of expense during the same period in 2024.

Current wording

Other net income (expense) was $0.03 million of income in the first quarter of 2026 compared to $0.7 million of expense during the same period in 2025.

Previous wording

Provision for income taxes was $29.9 million (25% of income before income taxes) in the first nine months of 2025 compared to $27.3 million (24% of income before income taxes) during the same period in 2024.

Current wording

Provision for income taxes was $9.9 million (25% of income before income tax) in the first quarter of 2026 compared to $10.0 million (24% of income before income tax) during the same period in 2025. The increase in the tax rate for the first quarter of 2026 was largely due to a lower expected R&D credit for 2026.

Previous wording

The Company’s net income after tax was $25.4 million or $2.10 per share on a diluted basis for the third quarter of 2025 compared to $27.4 million or $2.28 per share on a diluted basis for the third quarter of 2024. Tariffs were only partially offset by mitigating actions.

Current wording

The Company’s net income after tax was $29.2 million or $2.41 per share on a diluted basis for the first quarter of 2026 compared to $31.8 million or $2.64 per share on a diluted basis for the first quarter of 2025.

Previous wording

As of September 30, 2025, the Company had working capital of $758.3 million which represents an increase of $91.1 million from working capital of $667.2 million at December 31, 2024. The increase in working capital was due to higher cash and cash equivalents as well as an increase in accounts receivable and inventory, partially offset by increase in accounts payable.

Current wording

As of March 31, 2026, the Company had working capital of $755.7 million, a decrease of $24.0 million from working capital of $779.7 million at December 31, 2025. The decrease was primarily due to the use of cash and cash equivalents to partially fund the Petersen Industries acquisition, partly offset by revenue-driven increase in accounts receivable and inventory.

Previous wording

Capital expenditures were $25.4 million for the first nine months of 2025, compared to $19.0 million during the first nine months of 2024. The Company expects a capital expenditure level of approximately $30.0 million to $35.0 million for the full year of 2025. The Company will fund any future expenditures from operating cash flows or through our revolving credit facility, described below.

Current wording

Capital expenditures were $4.5 million for the first three months of 2026, compared to $6.0 million during the first three months of 2025. The Company expects a capital expenditure level of approximately $28.0 million to $33.0 million for the full year of 2026. The Company will fund any future expenditures from operating cash flows or through our revolving credit facility, described below

Previous wording

Net cash used for investing activities was $41.9 million during the first nine months of 2025 compared to $16.1 million during the first nine months of 2024.

Current wording

Net cash used for investing activities was $169.8 million during the first three months of 2026 compared to $5.9 million during the first three months of 2025.

Previous wording

The Company had $159.4 million in cash and cash equivalents held by its foreign subsidiaries as of September 30, 2025. The majority of these funds are at our European and Canadian facilities. The Company will repatriate European and Canadian cash and cash equivalents as needed to fund operating and investing activities, and will monitor exchange rates to determine the appropriate timing of such repatriation given the current relative value of the U.S. dollar. Repatriated funds will be used to reduce debt levels, and to fund working capital, capital investments, and acquisitions company-wide.

Current wording

The Company had $146.7 million in cash and cash equivalents held by its foreign subsidiaries as of March 31, 2026. The majority of these funds are at our European and Canadian facilities. The Company will repatriate European and Canadian cash and cash equivalents as needed to fund operating and investing activities, and will monitor exchange rates to determine the appropriate timing of such repatriation given the current relative value of the U.S. dollar. Repatriated funds will be used to reduce debt levels, and to fund working capital, capital investments, and acquisitions company-wide.

Previous wording

On October 28, 2022, the Company, as Borrower, and each of its domestic subsidiaries as guarantors, entered into a Third Amended and Restated Credit Agreement (the “2022 Credit Agreement”) with Bank of America, N.A., as Administrative Agent. The 2022 Credit Agreement provides Borrower with the ability to request loans and other financial obligations in an aggregate amount of up to $655.0 million. Under the 2022 Credit Agreement, the Company has borrowed $255.0 million pursuant to a Term Facility, while up to $400.0 million is available to the Company pursuant to a Revolver Facility which terminates in 2027. The Term Facility requires the Company to make equal quarterly principal payments of $3.75 million over the term of the loan, with the final payment of any outstanding principal amount, plus interest, due at the end of the five year term. Borrowings under the 2022 Credit Agreement bear interest, at the Company’s option, at a Term Secured Overnight Financing Rate (“SOFR”) or a Base Rate (each as defined in the 2022 Credit Agreement), plus, in each case, an applicable margin. The applicable margin ranges from 1.25% to 2.50% for Term SOFR borrowings and from .25% to 1.50% for Base Rate borrowings with the margin percentage based upon the Company's consolidated leverage ratio. The Company must also pay a commitment fee to the lenders ranging between 0.15% to 0.30% on any unused portion of the $400.0 million Revolver Facility. The 2022 Credit Agreement requires the Company to maintain two financial covenants, namely, a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. The Agreement also contains various covenants relating to limitations on indebtedness, limitations on investments and acquisitions, limitations on the sale of properties and limitations on liens and capital expenditures. The Agreement also contains other customary covenants, representations and events of defaults. The expiration date of the 2022 Credit Agreement, including the Term Facility and the Revolver Facility, is October 28, 2027. As of September 30, 2025, $210.0 million was outstanding under the 2022 Credit Agreement, $210.0 million on the Term Facility and zero on the Revolver Facility. On September 30, 2025, $2.8 million of the revolver capacity was committed to irrevocable standby letters of credit issued in the ordinary course of business as required by vendors' contracts resulting in $397.2 million in available borrowings. The Company is in compliance with the covenants under the Agreement as of September 30, 2025.

Current wording

On October 28, 2022, the Company, as Borrower, and each of its domestic subsidiaries as guarantors, entered into a Third Amended and Restated Credit Agreement (the “2022 Credit Agreement”) with Bank of America, N.A., as Administrative Agent. The 2022 Credit Agreement provides Borrower with the ability to request loans and other financial obligations in an aggregate amount of up to $655.0 million. Under the 2022 Credit Agreement, the Company has borrowed $255.0 million pursuant to a Term Facility, while up to $400.0 million is available to the Company pursuant to a Revolver Facility which terminates in 2027. The Term Facility requires the Company to make equal quarterly principal payments of $3.75 million over the term of the loan, with the final payment of any outstanding principal amount, plus interest, due at the end of the five year term. Borrowings under the 2022 Credit Agreement bear interest, at the Company’s option, at a Term Secured Overnight Financing Rate (“SOFR”) or a Base Rate (each as defined in the 2022 Credit Agreement), plus, in each case, an applicable margin. The applicable margin ranges from 1.25% to 2.50% for Term SOFR borrowings and from .25% to 1.50% for Base Rate borrowings with the margin percentage based upon the Company's consolidated leverage ratio. The Company must also pay a commitment fee to the lenders ranging between 0.15% to 0.30% on any unused portion of the $400.0 million Revolver Facility. The 2022 Credit Agreement requires the Company to maintain two financial covenants, namely, a maximum consolidated leverage ratio and a minimum consolidated fixed charge coverage ratio. The Agreement also contains various covenants relating to limitations on indebtedness, limitations on investments and acquisitions, limitations on the sale of properties and limitations on liens and capital expenditures. The Agreement also contains other customary covenants, representations and events of defaults. The expiration date of the 2022 Credit Agreement, including the Term Facility and the Revolver Facility, is October 28, 2027. As of March 31, 2026, $290.9 million was outstanding under the 2022 Credit Agreement, $202.5 million on the Term Facility and $88.4 million on the Revolver Facility. On March 31, 2026, $3.2 million of the revolver capacity was committed to irrevocable standby letters of credit issued in the ordinary course of business as required by vendors' contracts resulting in $308.4 million in available borrowings. The Company is in compliance with the covenants under the Agreement as of March 31, 2026.

Previous wording

Management believes the 2022 Credit Agreement along with the Company’s ability to internally generate funds from operations should be sufficient to allow the Company to meet its cash requirements for the foreseeable future.

Current wording

Management believes the 2022 Credit Agreement along with the Company’s ability to internally generate funds from operations should be sufficient to allow the Company to meet its cash requirements for the foreseeable future. However, future challenges affecting the banking industry and credit markets in general could potentially cause changes to credit availability, which creates a level of uncertainty.

Previous wording

The Company translates the assets and liabilities of foreign-owned subsidiaries at rates in effect at the balance sheet date. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive income within the statement of stockholders’ equity. The total foreign currency translation adjustment for the current quarter decreased stockholders’ equity by $7.3 million.

Current wording

The Company translates the assets and liabilities of foreign-owned subsidiaries at rates in effect at the balance sheet date. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive income within the statement of stockholders’ equity. The total foreign currency translation adjustment for the current quarter decreased stockholders’ equity by $3.8 million.

Previous wording

The Company’s earnings are affected by fluctuations in the value of the U.S. dollar as compared to foreign currencies, predominately in Europe and Canada, as a result of the sales of its products in international markets. Forward currency contracts are used to hedge against the earnings effects of such fluctuations. The result of a uniform 10% strengthening or 10% decrease in the value of the dollar relative to the currencies in which the Company’s sales are denominated would result in a change in gross profit of $9.5 million for the nine month period ended September 30, 2025. A stronger U.S. dollar would unfavorably impact gross profit while a weaker U.S. dollar would provide a favorable impact to gross profit. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. In addition to the direct effects of changes in exchange rates, which include a changed dollar value of the resulting sales, changes in exchange rates may also affect the volume of sales or the foreign currency sales price as competitors’ products become more or less attractive. The Company’s sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices.

Current wording

The Company’s earnings are affected by fluctuations in the value of the U.S. dollar as compared to foreign currencies, predominately in Europe and Canada, as a result of the sales of its products in international markets. Forward currency contracts are used to hedge against the earnings effects of such fluctuations. The result of a uniform 10% strengthening or 10% decrease in the value of the dollar relative to the currencies in which the Company’s sales are denominated would result in a change in gross profit of $3.3 million for the three month period ended March 31, 2026. A stronger U.S. dollar would unfavorably impact gross profit while a weaker U.S. dollar would provide a favorable impact to gross profit. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar. In addition to the direct effects of changes in exchange rates, which include a changed dollar value of the resulting sales, changes in exchange rates may also affect the volume of sales or the foreign currency sales price as competitors’ products become more or less attractive. The Company’s sensitivity analysis of the effects of changes in foreign currency exchange rates does not factor in a potential change in sales levels or local currency prices.

Previous wording

The Company’s long-term debt bears interest at variable rates. Accordingly, the Company’s net income is affected by changes in interest rates. Assuming the current level of borrowings at variable rates and a two percentage point change for the third quarter 2025 average interest rate under these borrowings, the Company’s interest expense would have changed by approximately $1.1 million. To protect the Company's long-term debt from fluctuations in interest rates, the Company may enter into interest rate swaps to mitigate exposure. However, this analysis assumes no such actions. Further this analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.

Current wording

The Company’s long-term debt bears interest at variable rates. Accordingly, the Company’s net income is affected by changes in interest rates. Assuming the current level of borrowings at variable rates and a two percentage point change for the first quarter 2026 average interest rate under these borrowings, the Company’s interest expense would have changed by approximately $1.5 million. To protect the Company's long-term debt from fluctuations in interest rates, the Company may enter into interest rate swaps to mitigate exposure. However, this analysis assumes no such actions. Further this analysis does not consider the effects of the change in the level of overall economic activity that could exist in such an environment.