What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2022-08-03 compared with 2022-05-04 · 127 added, 69 removed, 397 unchanged (33% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Net sales $ 366,949 $ 348,389 $ 684,814 $ 635,981

4 unchanged sentences

Interest expense 656 245 1,141 689

Other expense 153 315

Other expense (income) 281 ( 4,666 ) 434 ( 4,351 )

Income before taxes 39,202 35,830 59,759 47,886

2 unchanged sentences

Discontinued operations:

Income before taxes — 2,570

Provision for income taxes — 304

Income from discontinued operations — 2,266

(Loss) income before taxes — ( 502 ) — 2,068

(Benefit from) provision for income taxes — ( 78 ) — 226

(Loss) income from discontinued operations — ( 424 ) — 1,842

Net income $ 29,307 $ 25,949 $ 44,763 $ 38,711

1 unchanged sentence

Income from continuing operations $ 0.90 $ 0.80 $ 1.37 $ 1.12

Income from discontinued operations — 0.07

(Loss) income from discontinued operations — ( 0.01 ) — 0.06

Net income $ 0.90 $ 0.79 $ 1.37 $ 1.18

2 unchanged sentences

Income from continuing operations $ 0.90 $ 0.80 $ 1.36 $ 1.11

Income from discontinued operations — 0.07

(Loss) income from discontinued operations — ( 0.01 ) — 0.06

Net income $ 0.90 $ 0.79 $ 1.36 $ 1.17

5 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Net income $ 29,307 $ 25,949 $ 44,763 $ 38,711

42 unchanged sentences

Accumulated other comprehensive (loss) income ( 3,213 ) 187

Cost of 1,179 and 1,107 common shares held in treasury in 2022 and 2021

Treasury stock, at cost, 2,374 and 1,107 shares in 2022 and 2021

( 88,848 ) ( 35,380 )

5 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities

2 unchanged sentences

Income from continuing operations 44,763 36,869

Adjustments to reconcile net income to net cash used in operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 12,677 16,014

1 unchanged sentence

Exit activity costs, non-cash 1,198 1,193

Provision for deferred income taxes 17 —

Provision for (benefit of) deferred income taxes 29 ( 36 )

Other, net 2,666 349

5 unchanged sentences

Accrued expenses and other non-current liabilities 21,288 ( 9,274 )

Net cash used in operating activities of continuing operations ( 7,754 ) ( 1,214 )

Net cash provided by operating activities of continuing operations 544 12,777

Net cash used in operating activities of discontinued operations — ( 2,002 )

Net cash used in operating activities ( 7,754 ) ( 3,225 )

Net cash provided by operating activities 544 10,775

Cash Flows from Investing Activities

33 unchanged sentences

Balance at March 31, 2022 33,972 $ 340 $ 315,891 $ 561,028 $ ( 16 ) 1,179 $ ( 38,841 ) $ 838,402

Net income — — — 29,307 — — — 29,307

Foreign currency translation adjustment — — — — ( 3,198 ) — — ( 3,198 )

Minimum post retirement benefit plan adjustments, net of taxes of $ 0

— — — — 1 — — 1

Stock compensation expense — — 2,773 — — — — 2,773

Awards of common stock 16 — — — — — — —

Net settlement of restricted stock units 1 — — — — — ( 7 ) ( 7 )

Common stock repurchased under stock repurchase program — — — — — 1,195 ( 50,000 ) ( 50,000 )

Balance at June 30, 2022 33,989 $ 340 $ 318,664 $ 590,335 $ ( 3,213 ) 2,374 $ ( 88,848 ) $ 817,278

See accompanying notes to consolidated financial statements.

16 unchanged sentences

Balance at March 31, 2021 33,711 $ 337 $ 308,147 $ 482,705 $ 764 1,082 $ ( 33,545 ) $ 758,408

Net income — — — 25,949 — — — 25,949

Foreign currency translation adjustment — — — — 761 — — 761

Minimum post retirement benefit plan adjustments, net of taxes of $ 10

— — — — 27 — — 27

Stock compensation expense — — 2,567 — — — — 2,567

Stock options exercised 1 — 14 — — — — 14

Awards of common shares

3 — — — — — — —

Net settlement of restricted stock units

3 — — — — 1 ( 118 ) ( 118 )

Balance at June 30, 2021 33,718 $ 337 $ 310,728 $ 508,654 $ 1,552 1,083 $ ( 33,663 ) $ 787,608

See accompanying notes to consolidated financial statements.

9 unchanged sentences

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual report on Form 10-K for the year ended December 31, 2021.

The balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S.

The consolidated balance sheet at December 31, 2021 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S.

generally accepted accounting principles for complete financial statements.

11 unchanged sentences

Accounts receivable consists of the following (in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Trade accounts receivable $ 231,076 $ 185,745

4 unchanged sentences

Refer to Note 4 "Revenue" concerning the Company's costs in excess of billings.

The following table provides a roll-forward of the allowance for credit losses, for the three month period ended March 31, 2022, that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected.

The following table provides a roll-forward of the allowance for credit losses, for the six month period ended June 30, 2022, that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected.

Beginning balance as of January 1, 2022 $ 3,738

1 unchanged sentence

Accounts written off against allowance and other adjustments ( 609 )

Ending balance as of March 31, 2022 $ 4,433

Ending balance as of June 30, 2022 $ 3,901

Sales includes revenue from contracts with customers for designing, engineering, manufacturing and installation of solar racking systems;

14 unchanged sentences

Refer to Note 14 "Segment Information" for additional information related to revenue recognized by timing of transfer of control by reportable segment.

As of March 31, 2022, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.

As of June 30, 2022, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.

Contract assets consist of costs in excess of billings presented within accounts receivable in the Company's consolidated balance sheets.

Contract liabilities consist of billings in excess of cost, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets.

Unearned revenue as of March 31, 2022 and December 31, 2021 was $ 2.4 million and $ 3.7 million, respectively.

Revenue recognized during the three months ended March 31, 2022 and 2021 that was in contract liabilities at the beginning of the respective periods was $ 27.4 million and $ 40.7 million, respectively.

Unearned revenue as of June 30, 2022 and December 31, 2021 was $ 3.4 million and $ 3.7 million, respectively.

Revenue recognized during the six months ended June 30, 2022 and 2021 that was in contract liabilities at the beginning of the respective periods was $ 38.6 million and $ 49.2 million, respectively.

(5) INVENTORIES

Inventories consist of the following (in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Raw material $ 141,877 $ 135,558

5 unchanged sentences

(6) GOODWILL AND RELATED INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the three months ended March 31, 2022 are as follows (in thousands):

The changes in the carrying amount of goodwill for the six months ended June 30, 2022 are as follows (in thousands):

Renewables Residential Agtech Infrastructure Total

Balance at December 31, 2021 $ 188,680 $ 205,452 $ 85,132 $ 31,678 $ 510,942

Adjustments to prior year acquisitions 904 — — — 904

Foreign currency translation ( 1,980 ) — ( 509 ) — ( 2,489 )

Balance at March 31, 2022 $ 187,973 $ 205,452 $ 85,437 $ 31,678 $ 510,540

Balance at June 30, 2022 $ 187,604 $ 205,452 $ 84,623 $ 31,678 $ 509,357

The Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing.

The Company determined that a triggering event has not occurred as of March 31, 2022 which would require an interim impairment test to be performed.

The Company determined that no triggering event had occurred as of June 30, 2022 which would require an interim impairment test to be performed.

Acquired Intangible Assets

Acquired intangible assets consist of the following (in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Amount Accumulated

11 unchanged sentences

Total acquired intangible assets $ 204,959 $ 76,234 $ 215,172 $ 73,668

The following table summarizes the acquired intangible asset amortization expense for the three months ended March 31 (in thousands):

The following table summarizes the acquired intangible asset amortization expense for the three and six months ended June 30 (in thousands):

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Amortization expense $ 2,819 $ 4,736 $ 5,917 $ 9,479

4 unchanged sentences

Long-term debt consists of the following (in thousands):

March 31, 2022 December 31, 2021

June 30, 2022 December 31, 2021

Revolving credit facility $ 94,000 $ 24,500

5 unchanged sentences

The Senior Credit Agreement contains three financial covenants.

As of March 31, 2022, the Company was in compliance with all three covenants.

As of June 30, 2022, the Company was in compliance with all three covenants.

Interest rates on the revolving credit facility are based on LIBOR plus an additional margin that ranges from 1.125 % to 2.00 %.

3 unchanged sentences

Capital distributions under the Senior Credit Agreement are capped at an annual aggregate limit of $ 75 million if the Company's leverage ratio is over 3.0 times.

Standby letters of credit of $ 5.5 million have been issued under the Senior Credit Agreement on behalf of the Company as of March 31, 2022.

Standby letters of credit of $ 4.5 million have been issued under the Senior Credit Agreement on behalf of the Company as of June 30, 2022.

These letters of credit reduce the amount otherwise available under the revolving credit facility.

The Company had $ 351.5 million and $ 369.3 million of availability under the revolving credit facility at March 31, 2022 and December 31, 2021, respectively.

The Company had $ 301.5 million and $ 369.3 million of availability under the revolving credit facility at June 30, 2022 and December 31, 2021, respectively.

(8) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables summarize the cumulative balance of each component of accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, (in thousands):

The following tables summarize the cumulative balance of each component of accumulated other comprehensive income (loss), net of tax, for the three and six months ended June 30, (in thousands):

Foreign Currency Translation Adjustment Minimum Post Retirement Benefit Plan

6 unchanged sentences

Balance at March 31, 2022 1,413 ( 2,213 ) ( 800 ) 784 ( 16 )

Minimum post retirement health care plan adjustments — 1 1 — 1

Foreign currency translation adjustment ( 3,198 ) — ( 3,198 ) — ( 3,198 )

Balance at June 30, 2022 $ ( 1,785 ) $ ( 2,212 ) $ ( 3,997 ) $ 784 $ ( 3,213 )

Foreign Currency Translation Adjustment Minimum Post Retirement Benefit Plan

6 unchanged sentences

Balance at March 31, 2021 2,326 ( 2,389 ) ( 63 ) 827 764

Minimum post retirement health care plan adjustments — 37 37 ( 10 ) 27

Foreign currency translation adjustment 761 — 761 — 761

Balance at June 30, 2021 $ 3,087 $ ( 2,352 ) $ 735 $ 817 $ 1,552

The realized adjustments relating to the Company’s minimum post retirement health care costs were reclassified from accumulated other comprehensive loss and included in other expense in the consolidated statements of income.

1 unchanged sentence

On May 4, 2022, the stockholders of the Company approved the adoption of the Gibraltar Industries, Inc.

Amended and Restated 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which increases the total number of shares for issuance by the Company thereunder from 100,000 shares to 200,000 shares, allows the Company to grant awards of shares of the Company's common stock to current non-employee Directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan.

On May 4, 2018, the stockholders of the Company approved the adoption of the Gibraltar Industries, Inc.

2018 Equity Incentive Plan (the "2018 Plan").

2 unchanged sentences

Both the 2018 Plan and the 2015 Plan allow the Company to grant equity-based incentive compensation awards, in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants.

In 2016, the stockholders of the Company approved the adoption of the Gibraltar Industries, Inc.

2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which provides for the issuance of up to 100,000 shares, allows the Company to grant awards of shares of the Company's common stock to non-employee Directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan.

Equity Based Awards - Settled in Stock

The following table sets forth the number of equity-based awards granted during the three months ended March 31, which will convert to shares upon vesting, along with the weighted average grant date fair values:

The following table sets forth the number of equity-based awards granted during the six months ended June 30, which will convert to shares upon vesting, along with the weighted average grant date fair values:

Awards Number of

4 unchanged sentences

Restricted stock units 67,158 $ 45.84 33,187 $ 87.91

Deferred stock units 2,460 $ 42.69 7,536 $ 83.58

Common shares 15,652 $ 42.49 2,512 $ 83.58

(1) The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance or market conditions.

The number of shares to be issued may vary between 0 % and 200 % of the number of PSUs granted depending on the relative achievement to targeted thresholds.

The Company's PSUs with a financial performance condition are based on either the Company’s return on invested capital (“ROIC”) over a one-year performance period.

The Company's PSUs with a market condition are based on the ranking of the Company’s total stockholder return (“TSR”) performance, on a percentile basis, over a three year performance period compared to the S&P Small Cap Industrial sector, over the same three year performance period.

The Company's PSUs with a financial performance condition are based on the Company’s return on invested capital (“ROIC”) over a one-year performance period.

(2) All PSUs granted in the first quarter of 2021 were forfeited in the first quarter of 2022 as the threshold level of achievement was not met based on the Company's actual ROIC achievement level for the performance period ended December 31, 2021.

1 unchanged sentence

The Company's equity-based awards that are settled in cash are the awards under the Management Stock Purchase Plan (the “MSPP”) which is authorized under the Company's equity incentive plans.

The total of these share-based liabilities recorded on the consolidated balance sheet as of March 31, 2022 was $ 18.9 million, of which $ 2.0 million was included in current accrued expenses and $ 16.9 million was included in non-current liabilities.

The total of these share-based liabilities recorded on the consolidated balance sheet as of June 30, 2022 was $ 17.6 million, of which $ 3.0 million was included in current accrued expenses and $ 14.6 million was included in non-current liabilities.

Total share-based liabilities as of December 31, 2021 were $ 22.6 million, of which $ 2.9 million was included in current accrued expenses and $ 19.7 million was included in non-current liabilities.

4 unchanged sentences

The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company.

The following table provides the number of restricted stock units credited to active participant accounts and the payments made with respect to restricted stock units issued under the MSPP during the three months ended March 31,:

Restricted stock units credited 6,234 26,240

8 unchanged sentences

Assets and liabilities held for sale are presented separately on our consolidated balance sheets with a valuation allowance, if necessary, to recognize the net carrying amount at the lower of cost or fair value, less costs to sell.

As of March 31, 2022, the assets and liabilities of the disposal group have been classified as held for sale.

As of June 30, 2022, the assets and liabilities of the disposal group have been classified as held for sale.

The following table summarizes these assets and liabilities which have been measured at the lower of (i) the carrying value when classified as held for sale and (ii) the fair value of the business less costs to sell.

(in thousands) March 31, 2022

(in thousands) June 30, 2022

Assets held for sale

12 unchanged sentences

(1) The assignment of goodwill was based on the relative fair value of the disposal group compared to the fair value of the total reporting unit it was included in prior to being reclassified as held for sale.

Net sales and operating loss for held for sale operations for the three months ended March 31 are as follows (in thousands):

Net sales and operating loss for held for sale operations for the three and six months ended June 30 are as follows (in thousands):

Three months ended

June 30, Six months ended

2022 2021 2022 2021

Net sales $ 2,748 $ 7,264 $ 4,571 $ 12,237

1 unchanged sentence

Effective with the classification of the disposal group as held for sale, depreciation of property, plant, and equipment and amortization of finite-lived intangible assets and right-of-use assets are not recorded while these assets are classified as held for sale.

As a result of our evaluation of the recoverability of the carrying value of the assets and liabilities held for sale relative to an estimated sales price, adjusted for costs to sell, no losses were recorded during the three months ended March 31, 2022.

the six months ended June 30, 2022.

The recoverability of the disposal group will be evaluated each reporting period until the sale of the business is completed.

5 unchanged sentences

The Company allocates interest to its discontinued operations in accordance with ASC Subtopic 205-20, “Presentation of Financial Statements – Discontinued Operations.” Interest was allocated based on the amount of net assets held by the discontinued operation in comparison to consolidated net assets.

Components of income from discontinued operations before taxes, including the interest allocated to discontinued operations, for the three months ended March 31 are as follows (in thousands):

Components of income from discontinued operations before taxes, including the interest allocated to discontinued operations, for the three and six months ended June 30 are as follows (in thousands):

Three months ended

June 30, Six months ended

2022 2021 2022 2021

Net sales $ — $ — $ — $ 20,391

1 unchanged sentence

Adjustment to loss on disposal — 502 — 830

Income from discontinued operations before taxes $ — $ 2,570

(Loss) Income from discontinued operations before taxes $ — $ ( 502 ) $ — $ 2,068

(11) EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS

1 unchanged sentence

These initiatives have resulted in the identification of low-volume, low margin, internally-produced products which have been or will be outsourced or discontinued, the simplification of processes, the sale and exiting of less profitable businesses or product lines, and a reduction in our manufacturing footprint.

Exit activity costs (recoveries) were incurred during the three months ended March 31, 2022 and 2021 which related to moving and closing costs, severance, and contract terminations, along with asset impairment charges related to the write-down of inventory and impairment of machinery and equipment associated with discontinued product lines, as a result of process simplification initiatives.

In conjunction with these initiatives, the Company closed one facility during the three months ended March 31, 2022.

During the three months ended March 31, 2021, the Company closed two facilities as a result of these initiatives.

The following tables set forth the exit activity costs (recoveries) and asset impairment charges incurred by segment during the three months ended March 31, related to the restructuring activities described above (in thousands):

Three months ended March 31,

Exit activity costs (recoveries) were incurred during the six months ended June 30, 2022 and 2021 which related to moving and closing costs, severance, and contract terminations, along with asset impairment charges related to the write-down of inventory and impairment of machinery and equipment associated with discontinued product lines, as a result of process simplification initiatives.

In conjunction with these initiatives, the Company exited a facility, relocating to a new one, and separately, closed one other facility during the six months ended June 30, 2022.

During the six months ended June 30, 2021, the Company closed two facilities as a result of these initiatives.

The following tables set forth the exit activity costs (recoveries) and asset impairment charges incurred by segment during the three and six months ended June 30, related to the restructuring activities described above (in thousands):

Three months ended June 30,

Exit activity costs Asset impairment charges Total Exit activity costs Asset impairment charges Total

Renewables $ 75 $ — $ 75 $ 786 $ — $ 786

Residential 1,295 — 1,295 29 — 29

Agtech 97 — 97 1,287 — 1,287

Infrastructure — — — — — —

Corporate 62 — 62 59 — 59

Total exit activity costs & asset impairments $ 1,529 $ — $ 1,529 $ 2,161 $ — $ 2,161

Six months ended June 30,

Exit activity costs (recoveries), net Asset impairment charges Total Exit activity costs Asset impairment charges Total

5 unchanged sentences

Total exit activity costs & asset impairments $ 2,808 $ 1,198 $ 4,006 $ 6,208 $ 1,193 $ 7,401

The following table provides a summary of where the exit activity costs and asset impairment charges were recorded in the consolidated statements of income for the three months ended March 31, (in thousands):

The following table provides a summary of where the exit activity costs and asset impairment charges were recorded in the consolidated statements of income for the three and six months ended June 30, (in thousands):

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Cost of sales $ 80 $ 718 $ 2,288 $ 5,765

5 unchanged sentences

Cash payments ( 1,951 ) ( 4,646 )

Balance at March 31 $ 1,435 $ 3,613

Balance at June 30 $ 1,129 $ 2,592

(12) INCOME TAXES

The following table summarizes the provision for income taxes for continuing operations (in thousands) for the three months ended March 31, and the applicable effective tax rates:

The following table summarizes the provision for income taxes for continuing operations (in thousands) for the three and six months ended June 30, and the applicable effective tax rates:

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Provision for income taxes $ 9,895 $ 9,457 $ 14,996 $ 11,017

Effective tax rate 25.2 % 26.4 % 25.1 % 23.0 %

The effective tax rate for the three months ended March 31, 2022 was greater than the U.S.

The effective tax rate for the three and six months ended June 30, 2022 and 2021, respectively, was greater than the U.S.

federal statutory rate of 21 % due to state taxes and nondeductible permanent differences partially offset by favorable discrete items due to an excess tax benefit on stock-based compensation.

The effective tax rate for the three months ended March 31, 2021 was less than the U.S.

federal statutory rate of 21 % due to favorable discrete items due to an excess tax benefit on stock-based compensation, partially offset by state taxes and nondeductible permanent differences.

(13) EARNINGS PER SHARE

Earnings per share and the weighted average shares outstanding used in calculating basic and diluted earnings per share are as follows for the three months ended March 31, (in thousands):

Earnings per share and the weighted average shares outstanding used in calculating basic and diluted earnings per share are as follows for the three and six months ended June 30, (in thousands):

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Income from continuing operations $ 29,307 $ 26,373 $ 44,763 $ 36,869

Income from discontinued operations — 2,266

(Loss) income from discontinued operations — ( 424 ) — 1,842

Net income available to common stockholders $ 29,307 $ 25,949 $ 44,763 $ 38,711

6 unchanged sentences

The weighted average number of diluted shares does not include potential anti-dilutive common shares issuable pursuant to equity based incentive compensation awards.

There were 54,000 shares issuable pursuant to equity based incentive compensation awards excluded from the diluted earnings per share calculation because the effect of their inclusion would be anti-dilutive for the three months ended March 31, 2022, and no shares issuable pursuant to equity based incentive compensation awards excluded from the diluted earnings calculation for the three months ended March 31, 2021.

There were 225,000 and 52,000 shares issuable pursuant to equity based incentive compensation awards excluded from the diluted earnings per share calculation because the effect of their inclusion would be anti-dilutive for the three months ended June 30, 2022 and 2021, respectively.

There were 65,000 anti-dilutive shares outstanding for the six months ended June 30, 2022 and no shares issuable pursuant to equity based incentive compensation awards excluded from the diluted earnings calculation for the six months ended June 30, 2021.

(14) SEGMENT INFORMATION

5 unchanged sentences

When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics.

The following table illustrates certain measurements used by management to assess performance of the segments described above for the three months ended March 31, (in thousands):

The following table illustrates certain measurements used by management to assess performance of the segments described above for the three and six months ended June 30, (in thousands):

Three Months Ended

June 30, Six Months Ended

2022 2021 2022 2021

Renewables $ 101,549 $ 107,751 $ 180,332 $ 193,263

10 unchanged sentences

Total income from operations $ 40,139 $ 31,409 $ 61,334 $ 44,224

March 31, 2022 December 31, 2021

2022 December 31,

Total assets:

5 unchanged sentences

$ 1,295,413 $ 1,214,901

The following tables illustrate segment revenue disaggregated by timing of transfer of control to the customer for the three months ended March 31 (in thousands):

Three Months Ended March 31, 2022

The following tables illustrate segment revenue disaggregated by timing of transfer of control to the customer for the three and six months ended June 30 (in thousands):

Three Months Ended June 30, 2022

Renewables Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 101,549 $ 200,245 $ 43,680 $ 21,475 $ 366,949

Three Months Ended March 31, 2021

Three Months Ended June 30, 2021

Renewables Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 107,751 $ 164,209 $ 53,696 $ 22,733 $ 348,389

(15) SUBSEQUENT EVENTS

In May 2022, the Company's Board of Directors authorized a share repurchase program of up to $ 200 million of the Company's issued and outstanding common stock.

The program has a duration of three years , ending May 2, 2025.

Repurchases may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations.

Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions.

The repurchase program may be suspended or discontinued at any time at the Company's discretion.

The Company has not made repurchases under the repurchase program to date.

Six Months Ended June 30, 2022

Renewables Residential Agtech Infrastructure Total

Point in Time $ 10,909 $ 376,985 $ 5,642 $ 15,239 $ 408,775

Over Time 169,423 2,745 80,466 23,405 276,039

Total net sales $ 180,332 $ 379,730 $ 86,108 $ 38,644 $ 684,814

Six Months Ended June 30, 2021

Renewables Residential Agtech Infrastructure Total

Point in Time $ 13,020 $ 301,997 $ 12,531 $ 17,107 $ 344,655

Over Time 180,243 2,429 87,904 20,750 291,326

Total net sales $ 193,263 $ 304,426 $ 100,435 $ 37,857 $ 635,981

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 1. Financial Statements