What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-03 compared with 2025-08-05 · 58 added, 137 removed, 143 unchanged (58% of the section changed)

8 unchanged sentences

Furthermore, we are mindful of the effects that adverse weather can have on our domestic supply chain.

Restructuring and Strategic Review

In fiscal 2025, the Company announced a series of plant closures and a broader strategic review of the Company’s portfolio, which could result in the divestiture of certain businesses.

Restructuring costs and activities related to the strategic review could result in increased selling, general and administrative costs in the form of restructuring and transaction costs, as well increased costs of sales as the result of increased depreciation related to a decrease in useful lives of assets at impacted sites.

Furthermore, these activities could result in the Company recognizing impairment charges on property, plant and equipment, intangible assets or goodwill.

RESULTS OF OPERATIONS

The consolidated results of operations for the three months ended June 27, 2025 and June 28, 2024 were as follows:

The consolidated results of operations for the three months ended December 26, 2025 and December 27, 2024 were as follows:

Three months ended

(in thousands) June 27, 2025 June 28, 2024 Change % Change

(in thousands) December 26, 2025 December 27, 2024 Change % Change

Net sales $ 655,548 $ 661,597 $ (6,049) (0.9) %

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Net sales (0.9) %

Net sales decreased by $87.3 million, or 10.6%, to $735.0 million for the three months ended June 27, 2025, compared to $822.4 million for the three months ended June 28, 2024.

Net sales decreased by $6.0 million, or 0.9%, to $655.5 million for the three months ended December 26, 2025, compared to $661.6 million for the three months ended December 27, 2024.

The decrease in net sales is primarily attributed to decreased average selling prices across the Company’s products of $18.1 million and the impact of divestitures in fiscal 2025 of $5.2 million, partially offset by increased sales volume of $15.3 million.

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Average input costs 5.2 %

Freight 0.8 %

Other (0.3) %

Cost of sales 8.0 %

Cost of sales increased by $20.3 million, or 3.7%, to $563.0 million for the three months ended June 27, 2025 compared to $542.7 million for the three months ended June 28, 2024.

The increase was primarily due to increased sales volume of $15.3 million, increased freight costs of $4.2 million, and increased inputs costs of $3.4 million partially offset by the impact of divestitures in fiscal 2025 of $4.2 million.

Cost of sales increased by $39.1 million, or 8.0%, to $529.6 million for the three months ended December 26, 2025 compared to $490.5 million for the three months ended December 27, 2024.

The increase was primarily due to increased sales volume of $15.2 million, increased inputs costs of $25.3 million, and increased depreciation of $11.8 million partially offset by lower freight and warehousing costs of $15.1 million and the impact of divestitures in fiscal 2025 of $5.7 million.

The increase in depreciation primarily relates to additional depreciation of $8.2 million related to site closures as described in Note 5, “Restructuring Charges.”

Selling, general and administrative

Selling, general and administrative expenses increased by $0.2 million, or 0.2%, to $98.1 million for the three months ended June 27, 2025 compared to $98.0 million for the three months ended June 28, 2024.

The increase was primarily due to increased investments in people and software of $3.8 million and other expense categories of $2.0 million partially offset by increased productivity of $5.6 million.

Selling, general and administrative expenses increased by $8.1 million, or 8.9%, to $99.6 million for the three months ended December 26, 2025 compared to $91.5 million for the three months ended December 27, 2024.

The increase was primarily due to increased transaction costs of $6.3 million and restructuring costs of $1.2 million.

Intangible asset amortization

Intangible asset amortization expense decreased to $10.1 million for the three months ended June 27, 2025 compared to $13.2 million for the three months ended June 28, 2024.

The decrease in amortization expense resulted from certain intangibles becoming fully amortized.

Intangible asset amortization expense decreased to $6.3 million for the three months ended December 26, 2025 compared to $11.7 million for the three months ended December 27, 2024.

The decrease in amortization expense resulted from certain intangibles becoming fully amortized or the amortizable base decreasing as a result of impairment charges recorded in fiscal 2025.

Interest expense, net

Interest expense, net decreased by $1.1 million, or 10.8% to $8.9 million for the three months ended June 27, 2025 compared to $9.9 million for the three months ended June 28, 2024.

Interest expense, net decreased by $1.3 million, or 16.0% to $6.9 million for the three months ended December 26, 2025 compared to $8.2 million for the three months ended December 27, 2024.

The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.

Other (income) expense, net

The Company recognized $0.2 million of other income for the three months ended June 27, 2025 compared to $0.6 million other expense for the three months ended June 28, 2024.

This change is due to a $0.2 million gain on assets held for sale.

The Company recognized $2.3 million of other income for the three months ended December 26, 2025 compared to $1.1 million other expense for the three months ended December 27, 2024.

This change is primarily due to a gain on the sale of Tectron Tube of $2.3 million in the first quarter of fiscal 2026.

Income tax expense

The Company ’ s income tax rate increased to 22.0% for the three months ended June 27, 2025 compared to 21.9% for the three months ended June 28, 2024.

The current period effective tax rate is consistent with the prior year period.

The Company ’ s income tax rate decreased to 3.0% for the three months ended December 26, 2025 compared to 20.9% for the three months ended December 27, 2024.

The decrease in the current period effective tax rate was driven by a one-time discrete tax benefit related to tax planning strategies which resulted in deductible tax attributes.

SEGMENT RESULTS

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Three months ended

(in thousands) June 27, 2025 June 28, 2024 Change % Change

(in thousands) December 26, 2025 December 27, 2024 Change % Change

Net sales $ 469,554 $ 465,355 $ 4,199 0.9 %

4 unchanged sentences

Net sales 0.9 %

Net sales decreased by $84.7 million, or 14.0%, to $521.3 million for the three months ended June 27, 2025 compared to $606.0 million for the three months ended June 28, 2024.

The decrease in net sales is primarily attributed to decreased average selling prices of $92.2 million and the impact of divestitures in fiscal 2025 of $4.2 million, partially offset by increased sales volume of $9.5 million.

Net sales increased by $4.2 million, or 0.9%, to $469.6 million for the three months ended December 26, 2025 compared to $465.4 million for the three months ended December 27, 2024.

The increase in net sales is primarily attributed to increased sales volume of $23.4 million partially offset by decreased average selling prices of $18.1 million.

Adjusted EBITDA

Adjusted EBITDA for the three months ended June 27, 2025 decreased by $101.3 million, or 55.5%, to $81.2 million from $182.6 million for the three months ended June 28, 2024.

Adjusted EBITDA margin decreased to 15.6% for the three months ended June 27, 2025 compared to 30.1% for the three months ended June 28, 2024 .

The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to lower average selling prices.

Adjusted EBITDA for the three months ended December 26, 2025 decreased by $37.3 million, or 40.4%, to $55.1 million from $92.4 million for the three months ended December 27, 2024.

Adjusted EBITDA

margin decreased to 11.7% for the three months ended December 26, 2025 compared to 19.9% for the three months ended December 27, 2024 .

The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to lower average selling prices and higher input costs.

Safety & Infrastructure

Three months ended

(in thousands) June 27, 2025 June 28, 2024 Change % Change

Net sales $ 213,963 $ 217,024 $ (3,061) (1.4) %

Adjusted EBITDA $ 30,731 $ 30,042 $ 689 2.3 %

Adjusted EBITDA margin 14.4 % 13.8 %

Average selling prices (3.8) %

Other (0.3) %

Net sales (1.4) %

Net sales decreased by $3.1 million, or 1.4%, for the three months ended June 27, 2025 to $214.0 million compared to $217.0 million for the three months ended June 28, 2024.

The decrease is primarily attributed to lower selling prices of $8.3 million partially offset by higher sales volume of $5.9 million.

Adjusted EBITDA

Adjusted EBITDA increased by $0.7 million, or 2.3%, to $30.7 million for the three months ended June 27, 2025 compared to $30.0 million for the three months ended June 28, 2024.

Adjusted EBITDA margin increased to 14.4% for the three months ended June 27, 2025 compared to 13.8% for the three months ended June 28, 2024.

The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely related to increases associated with our construction business and our cable management and metal framing products in North America.

The consolidated results of operations for the nine months ended June 27, 2025 and June 28, 2024 were as follows:

Nine months ended

(in thousands) June 27, 2025 June 28, 2024 Change % Change

Net sales $ 2,098,367 $ 2,413,756 $ (315,389) (13.1) %

Cost of sales 1,570,102 1,551,986 18,116 1.2 %

Gross profit 528,265 861,770 (333,505) (38.7) %

Selling, general and administrative 288,630 297,147 (8,517) (2.9) %

Intangible asset amortization 31,972 41,904 (9,932) (23.7) %

Asset impairment charges 127,733 — 127,733 100.0 %

Operating income 79,930 522,719 (442,789) (84.7) %

Interest expense, net 25,343 26,058 (715) (2.7) %

Other expense, net 7,409 1,302 6,107 469.0 %

Income before income taxes 47,178 495,359 (448,181) (90.5) %

Income tax expense 7,935 95,606 (87,671) (91.7) %

Net income $ 39,243 $ 399,753 $ (360,510) (90.2) %

Average selling prices (13.6) %

Net sales (13.1) %

Net sales decreased by $315.4 million, or 13.1%, to $2,098.4 million for the nine months ended June 27, 2025, compared to $2,413.8 million for the nine months ended June 28, 2024.

The decrease in net sales is primarily attributed to decreased average selling prices of $328.1 million partially offset by higher sales volume of $10.9 million.

Cost of sales

Average input costs (1.1) %

Solar energy tax credits generated 1.0 %

Freight 1.2 %

Other (0.5) %

Cost of sales 1.2 %

Cost of sale s increased by $18.1 million, or 1.2% to $1,570.1 million for the nine months ended June 27, 2025 compared to $1,552.0 million for the nine months ended June 28, 2024.

The increase in cost of sales was primarily due to higher freight costs of $17.9 million, higher sales volume of $9.2 million, and decreased benefit of solar energy tax credits of $16.1 million, partially offset by lower input costs of $17.3 million and the impact of divestitures in fiscal 2025 of $6.5 million.

Selling, general and administrative

Selling, general and administrative expenses decreased by $8.5 million, or 2.9%, to $288.6 million for the nine months ended June 27, 2025, compared to $297.1 million for the nine months ended June 28, 2024.

The decrease was primarily due to increased productivity of $13.6 million, decrease in administrative costs due to a divested business of $5.0 million and decreased costs of other general and administrative expenses of $10.7 million, partially offset by increased spending on business improvement initiatives of $11.5 million, higher stock compensation of $6.7 million and higher costs of $9.3 million spread across a variety of other spend categories.

Intangible asset amortization

Intangible asset amortization expense decreased to $32.0 million for the nine months ended June 27, 2025, compared to $41.9 million for the nine months ended June 28, 2024.

The decrease in amortization expense resulted from certain intangibles becoming fully amortized.

Asset impairment charges

Asset impairment charges increased to $127.7 million for the nine months ended June 27, 2025 compared to no asset impairment charges for the nine months ended June 28, 2024.

The asset impairment charge were related to the impairment of HDPE assets as described in Note 14, “Fair Value Measurements”.

Interest expense, net

Interest expense, net, decreased by $0.7 million, or 2.7%, to $25.3 million for the nine months ended June 27, 2025, compared to $26.1 million for the nine months ended June 28, 2024.

The decrease is primarily due to decreased interest rates on the Company’s Senior Secured Term Loan Facility.

Other expense, net

Other expense, net increased to $7.4 million for the nine months ended June 27, 2025, compared to $1.3 million for the nine months ended June 28, 2024.

This increase is primarily due to the loss on the sale of Northwest Polymers of $6.1 million in the second quarter of fiscal 2025.

Income tax expense

The Company ’ s income tax rate decreased to 16.8% for the nine months ended June 27, 2025, compared to 19.3% for the nine months ended June 28, 2024.

The decrease in the current period effective tax rate was driven by the benefit related to solar energy tax credits.

SEGMENT RESULTS

Nine months ended

(in thousands) June 27, 2025 June 28, 2024 Change % Change

(in thousands) December 26, 2025 December 27, 2024 Change % Change

Net sales $ 186,252 $ 196,724 $ (10,472) (5.3) %

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Volume (4.1) %

Average selling prices (17.0) %

Other (0.3) %

Net sales (17.4) %

Net sales decreased by $311.1 million, or 17.4%, to $1,479.3 million for the nine months ended June 27, 2025, compared to $1,790.4 million for the nine months ended June 28, 2024.

The decrease in net sales is primarily attributed to decreased average selling prices of $303.3 million, the impact of divestitures in fiscal 2025 of $6.2 million and decreased sales volume of $2.0 million.

Adjusted EBITDA

Adjusted EBITDA for the nine months ended June 27, 2025 decreased by $318.1 million, or 54.6%, to $264.6 million from $582.7 million for the nine months ended June 28, 2024.

Adjusted EBITDA margin decreased to 17.9% for the nine months ended June 27, 2025, compared to 32.5% for the nine months ended June 28, 2024 .

The decrease in Adjusted EBITDA and Adjusted EBITDA margin was largely due to the decrease in average selling prices.

Safety & Infrastructure

Nine months ended

(in thousands) June 27, 2025 June 28, 2024 Change % Change

Net sales $ 619,960 $ 624,569 $ (4,609) (0.7) %

Adjusted EBITDA $ 82,374 $ 75,084 $ 7,290 9.7 %

Adjusted EBITDA margin 13.3 % 12.0 %

Average selling prices (4.0) %

Solar energy tax credits to be transferred 1.3 %

Solar energy tax credits (0.1) %

Acquisitions (1.0) %

Other (0.1) %

Net sales (5.3) %

Net sales decreased by $4.6 million, or 0.7%, to $620.0 million for the nine months ended June 27, 2025, compared to $624.6 million for the nine months ended June 28, 2024.

The decrease is primarily due to decreased average selling prices of $24.8 million, partially offset by higher volumes of $12.9 million, and

decreased economic value of solar energy tax credits to be transferred to certain customers of $8.1 million.

Net sales decreased by $10.5 million, or 5.3%, for the three months ended December 26, 2025 to $186.3 million compared to $196.7 million for the three months ended December 27, 2024.

The decrease is primarily attributed to lower sales volume of $8.1 million.

Adjusted EBITDA

Adjusted EBITDA increased $7.3 million, or 9.7%, to $82.4 million for the nine months ended June 27, 2025, compared to $75.1 million for the nine months ended June 28, 2024.

Adjusted EBITDA margin increased to 13.3% for the nine months ended June 27, 2025, compared to 12.0% for the nine months ended June 28, 2024.

The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely due to decreases in costs outpacing decreases in average selling price and higher volume.

Adjusted EBITDA increased by $14.6 million, or 93.8%, to $30.2 million for the three months ended December 26, 2025 compared to $15.6 million for the three months ended December 27, 2024.

Adjusted EBITDA margin increased to 16.2% for the three months ended December 26, 2025 compared to 7.9% for the three months ended December 27, 2024.

The increase in Adjusted EBITDA and Adjusted EBITDA margin was largely due to increases associated with improved operational performance and cost control in our mechanical and construction business.

LIQUIDITY AND CAPITAL RESOURCES

We believe we have sufficient liquidity to support our ongoing operations and to invest in future growth and create value for stockholders.

Our cash and cash equivalents were $331.0 million as of June 27, 2025, of which $93.7 million was held at non-U.S.

Our cash and cash equivalents were $443.8 million as of December 26, 2025, of which $98.2 million was held at non-U.S.

subsidiaries.

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We have access to the ABL Credit Facility to fund operational needs.

As of June 27, 2025, there were no outstanding borrowings under the ABL Credit Facility and no letters of credit issued under the ABL Credit Facility.

The borrowing base was estimated to be $325.0 million and approximately $325.0 million was available under the ABL Credit Facility as of June 27, 2025.

As of December 26, 2025, there were no outstanding borrowings under the ABL Credit Facility and no letters of credit issued under the ABL Credit Facility.

The borrowing base was estimated to be $325.0 million and approximately $325.0 million was available under the ABL Credit Facility as of December 26, 2025.

Outstanding letters of credit count as utilization of the commitments under the ABL Credit Facility and reduce the amount available for borrowings.

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AI and AII are each holding companies, and as such have no independent operations or material assets other than ownership of equity interests in their respective subsidiaries.

Each company depends on its respective subsidiaries to distribute funds to it so that it may pay obligations and expenses, including

satisfying obligations with respect to indebtedness.

Each company depends on its respective subsidiaries to distribute funds to it so that it may pay obligations and expenses, including satisfying obligations with respect to indebtedness.

The ability of our subsidiaries to make distributions and dividends to us depends on their operating results, cash requirements and financial and general business conditions, as well as restrictions under the laws of our subsidiaries' jurisdictions.

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The table below summarizes cash flow information derived from our statements of cash flows for the periods indicated:

Nine months ended

(in thousands) June 27, 2025 June 28, 2024

Three months ended

(in thousands) December 26, 2025 December 27, 2024

Cash flows provided by (used in):

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Operating activities

During the nine months ended June 27, 2025, the Company was provided $192.4 million cash flow by operating activities compared to $350.0 million during the nine months ended June 28, 2024 .

The $157.6 million decrease in cash provided was primarily due to decreased operating income of $442.8 million, partially offset by less working capital used of $72.4 million, the non-cash asset impairment charge of $127.7 million in operating income and the impact of taxes of $69.5 million.

During the three months ended December 26, 2025, the Company used $55.5 million cash flow in operating activities compared to $74.4 million provided during the three months ended December 27, 2024 .

The $129.9 million decrease in cash provided was primarily due to decreased operating income of $47.9 million, partially offset by less working capital used of $100.3 million and the impact of taxes of $1.9 million.

Investing activities

During the nine months ended June 27, 2025, the Company used $69.3 million in investing activities compared to $110.7 million during the nine months ended June 28, 2024.

The $41.4 million decrease in cash used in investing activities was primarily due to a decrease of $20.2 million in capital expenditures, proceeds from the sale of properties and equipment of $7.1 million, and proceeds from the sale of Northwest Polymers of $6.7 million.

Additionally, in fiscal 2024, the Company paid $6.0 million of purchase price payable related to the fiscal 2022 acquisition of Cascade Poly Pipe & Conduit and Northwest Polymers.

No additional activity related to acquisitions occurred during the nine months ended June 27, 2025.

During the three months ended December 26, 2025, the Company used $6.6 million in investing activities compared to $41.1 million during the three months ended December 27, 2024.

The $47.8 million decrease in cash used in investing activities was primarily due to a decrease of $29.5 million in capital expenditures and proceeds from the sale of Tectron Tube of $18.4 million.

Financing Activities

During the nine months ended June 27, 2025, the Company used $143.1 million in financing activities compared to $324.6 million used during the nine months ended June 28, 2024.

The decrease in cash used in financing activities is primarily due to $181.0 million less cash used to repurchase common stock during the nine months ended June 27, 2025 and $13.0 million less in issuance of common stock, net of shares withheld for tax, partially offset by an increase in dividends paid of $9.8 million.

During the three months ended December 26, 2025, the Company was provided $15.3 million in financing activities compared to $67.7 million used during the three months ended December 27, 2024.

The decrease in cash used in financing activities is primarily due to $50.0 million less cash used to repurchase common stock during the three months ended December 26, 2025.

CHANGES IN CRITICAL ACCOUNTING POLICIES AND ESTIMATES

As described in Note 14 “Fair Value Measurements,” the Company recorded an asset impairment charge of $ 127,733 .

Of this charge, $ 92,397 was recorded against intangible assets, predominantly customer relationship intangibles.

As a result of the conditions related to this asset impairment charge, the estimated remaining weighted average useful life for customer relationships intangibles has been reduced from 7 years to 3 years, as of March 28, 2025.

As a result of the asset impairment charge, the GAAP basis for the amortization of customer relationship intangibles has been adjusted.

The Company will record amortization expense in future periods based upon the new GAAP basis and estimated useful life.

There have been no material changes in our critical accounting policies and estimates since the filing of our Annual Report on Form 10-K.

RECENT ACCOUNTING STANDARDS

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Additional factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:

• the timing and effects of our review of strategic alternatives;

• declines in, and uncertainty regarding, the general business and economic conditions in the United States and international markets in which we operate;

• weakness or another downturn in the United States non-residential construction industry;

• changes in prices of raw materials;

• pricing pressure, reduced profitability, or loss of market share due to intense competition;

• availability and cost of third-party freight carriers and energy;

• changes in prices of raw materials;

• security threats, attacks, or other disruptions to our information systems, or failure to comply with complex network security, data privacy and other legal obligations or the failure to protect sensitive information;

• high levels of imports of products similar to those manufactured by us;

• changes in federal, state, local and international governmental regulations and trade policies, including application of tariffs;

• changes in federal, state, local and international governmental regulations and trade policies;

• adverse weather conditions;

• work stoppage or other interruptions of production at our facilities as a result of disputes under existing collective bargaining agreements with labor unions or in connection with negotiations of new collective bargaining agreements, as a result of supplier financial distress, or for other reasons;

• increased costs relating to future capital and operating expenditures to maintain compliance with environmental, health and safety laws;

1 unchanged sentence

• increases in our working capital needs, which are substantial and fluctuate based on economic activity and the market prices for our main raw materials, including as a result of failure to collect, or delays in the collection of, cash from the sale of manufactured products;

• possible impairment of goodwill or other long-lived assets as a result of future triggering events, such as declines in our cash flow projections or customer demand and changes in our business and valuation assumptions;

• product liability, construction defect and warranty claims and litigation relating to our various products, as well as government inquiries and investigations, and consumer, employment, tort and other legal proceedings;

• widespread outbreak of diseases;

2 unchanged sentences

• loss of a substantial number of our third-party agents or distributors or a dramatic deviation from the amount of sales they generate;

• our inability to introduce new products effectively or implement our innovation strategies;

• safety and labor risks associated with the manufacture and in the testing of our products;

• our ability to protect our intellectual property and other material proprietary rights;

• risks inherent in doing business internationally;

• changes in foreign laws and legal systems;

• our inability to introduce new products effectively or implement our innovation strategies;

• changes in foreign laws and legal systems, including as a result of Brexit;

• our inability to continue importing raw materials, component parts and/or finished goods;

• disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures;

• the incurrence of liabilities and the issuance of additional debt or equity in connection with acquisitions, joint ventures or divestitures and the failure of indemnification provisions in our acquisition agreements to fully protect us from unexpected liabilities;

1 unchanged sentence

• the incurrence of additional expenses, increases in the complexity of our supply chain and potential damage to our reputation with customers resulting from regulations related to “conflict minerals”;

• disruptions or impediments to the receipt of sufficient raw materials resulting from various anti-terrorism security measures;

• restrictions contained in our debt agreements;

• failure to generate cash sufficient to pay the principal of, interest on, or other amounts due on our debt;

• failure to generate cash sufficient to pay dividends;

• challenges attracting and retaining key personnel or high-quality employees;

3 unchanged sentences

You should read this Quarterly Report completely and with the understanding that actual future results may be materially different from expectations.

All forward-looking statements attributable to us or persons acting on our behalf that are made in this Quarterly Report are qualified in their entirety by

these cautionary statements.

All forward-looking statements attributable to us or persons acting on our behalf that are made in this Quarterly Report are qualified in their entirety by these cautionary statements.

These forward-looking statements are made only as of the date of this Quarterly Report, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis