What changed in this filing

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Item 1. Financial Statements

2023-08-02 compared with 2023-05-03 · 159 added, 64 removed, 336 unchanged (40% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Net sales $ 364,914 $ 366,949 $ 658,181 $ 684,814

19 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Net income $ 30,723 $ 29,307 $ 51,822 $ 44,763

1 unchanged sentence

Foreign currency translation adjustment ( 584 ) ( 3,198 ) ( 699 ) ( 3,425 )

Minimum post retirement benefit plan adjustments, net of tax 8 24

Postretirement benefit plan adjustments, net of tax 8 1 16 25

Other comprehensive loss ( 576 ) ( 3,197 ) ( 683 ) ( 3,400 )

46 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities

Net income $ 51,822 $ 44,763

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

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

Depreciation and amortization 13,665 12,677

1 unchanged sentence

Exit activity (recoveries) costs, non-cash ( 23 ) 1,198

(Benefit of) provision for deferred income taxes ( 51 ) 17

Provision for deferred income taxes 179 29

Other, net 2,680 2,666

5 unchanged sentences

Accrued expenses and other non-current liabilities 31,168 21,288

Net cash provided by (used in) operating activities 38,045 ( 7,754 )

Net cash provided by operating activities 114,094 544

Cash Flows from Investing Activities

8 unchanged sentences

Effect of exchange rate changes on cash ( 381 ) ( 1,074 )

Net (decrease) increase in cash and cash equivalents ( 10,111 ) 2,724

Net increase in cash and cash equivalents 1,013 4,300

Cash and cash equivalents at beginning of year 17,608 12,849

2 unchanged sentences

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

6 unchanged sentences

Shares Amount Shares Amount

Balance at December 31, 2022 34,060 $ 340 $ 322,873 $ 627,978 $ ( 3,432 ) 3,199 $ ( 125,660 ) $ 822,099

Balance at March 31, 2023 34,148 $ 341 $ 324,466 $ 649,077 $ ( 3,539 ) 3,389 $ ( 134,958 ) $ 835,387

Net income — — — 30,723 — — — 30,723

Foreign currency translation adjustment — — — — ( 584 ) — — ( 584 )

Minimum post retirement benefit plan adjustments, net of taxes of $ 3

Postretirement benefit plan adjustments, net of taxes of $ 3

— — — — 8 — — 8

1 unchanged sentence

Net settlement of restricted stock units 38 1 ( 1 ) — — 14 ( 874 ) ( 874 )

Awards of common stock 8 — — — — — — —

Common stock repurchased under stock repurchase program — — — — — 367 ( 17,812 ) ( 17,812 )

Balance at June 30, 2023 34,194 $ 342 $ 327,927 $ 679,800 $ ( 4,115 ) 3,770 $ ( 153,644 ) $ 850,310

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 )

Postretirement benefit plan adjustments, net of taxes of $ 0

— — — — 1 — — 1

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

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

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

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.

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

Common Stock Additional

Paid-In Capital Retained Earnings Accumulated

Comprehensive (Loss) Income Treasury Stock Total

Stockholders’ Equity

Shares Amount Shares Amount

Balance at December 31, 2022 34,060 $ 340 $ 322,873 $ 627,978 $ ( 3,432 ) 3,199 $ ( 125,660 ) $ 822,099

1 unchanged sentence

Foreign currency translation adjustment — — — — ( 699 ) — — ( 699 )

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

Postretirement benefit plan adjustments, net of taxes of $ 6

— — — — 16 — — 16

1 unchanged sentence

Net settlement of restricted stock units 126 2 ( 2 ) — — 50 ( 2,803 ) ( 2,803 )

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

Awards of common stock 8 — — — — — — —

Common stock repurchased under stock repurchase program — — — — — 521 ( 25,181 ) ( 25,181 )

Balance at June 30, 2023 34,194 $ 342 $ 327,927 $ 679,800 $ ( 4,115 ) 3,770 $ ( 153,644 ) $ 850,310

Balance at December 31, 2021 33,799 $ 338 $ 314,541 $ 545,572 $ 187 1,107 $ ( 35,380 ) $ 825,258

Net income — — — 44,763 — — — 44,763

Foreign currency translation adjustment — — — — ( 3,425 ) — — ( 3,425 )

Postretirement benefit plan adjustments, net of taxes of $ 10

— — — — 25 — — 25

Stock compensation expense — — 4,125 — — — — 4,125

Net settlement of restricted stock units 174 2 ( 2 ) — — 72 ( 3,468 ) ( 3,468 )

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

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.

15 unchanged sentences

Accounts receivable consisted of the following (in thousands):

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Trade accounts receivable $ 232,177 $ 179,170

Costs in excess of billings 39,159 41,732

Total accounts receivables 234,296 220,902

Total accounts receivable 271,336 220,902

Less allowance for doubtful accounts and contract assets ( 4,849 ) ( 3,746 )

1 unchanged sentence

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, 2023, that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (in thousands):

The following table provides a roll-forward of the allowance for credit losses, for the six month period ended June 30, 2023, that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (in thousands):

Beginning balance as of January 1, 2023 $ 3,746

1 unchanged sentence

Accounts written off against allowance and other adjustments ( 225 )

Ending balance as of March 31, 2023 $ 4,164

Ending balance as of June 30, 2023 $ 4,849

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

13 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, 2023, 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, 2023, 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, 2023 and December 31, 2022 was $ 7.8 million and $ 4.6 million, respectively.

Revenue recognized during the three months ended March 31, 2023 and 2022 that was in contract liabilities at the beginning of the respective periods was $ 18.7 million and $ 27.4 million, respectively.

Unearned revenue as of June 30, 2023 and December 31, 2022 was $ 6.5 million and $ 4.6 million, respectively.

Revenue recognized during the six months ended June 30, 2023 and 2022 that was in contract liabilities at the beginning of the respective periods was $ 33.7 million and $ 38.6 million, respectively.

(5) INVENTORIES

Inventories consisted of the following (in thousands):

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Raw material $ 105,401 $ 111,187

28 unchanged sentences

The acquisition of QAP was financed primarily through borrowings under the Company's revolving credit facility.

The Company recognized costs related to recent acquisitions comprised of legal and consulting fees within selling, general, and administrative ("SG&A") expenses of $ 21.0 thousand and $ 7.0 thousand for the three months ended March 31, 2023 and 2022, respectively.

The Company recognized costs related to recent acquisitions comprised of legal and consulting fees within selling, general, and administrative ("SG&A") expense.

While no SG&A expenses were incurred during the three months ended June 30, 2023 and 2022, the Company recognized expenses of $ 21 thousand and $ 7 thousand for the six months ended June 30, 2023 and 2022, respectively.

(7) GOODWILL AND RELATED INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the three months ended March 31, 2023 are as follows (in thousands):

The changes in the carrying amount of goodwill for the six months ended June 30, 2023 are as follows (in thousands):

Renewables Residential Agtech Infrastructure Total

2 unchanged sentences

Foreign currency translation ( 990 ) — 201 — ( 789 )

Balance at March 31, 2023 $ 187,889 $ 209,443 $ 83,629 $ 31,678 $ 512,639

Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of March 31, 2023 and December 31, 2022, respectively.

Balance at June 30, 2023 $ 187,040 $ 209,443 $ 83,800 $ 31,678 $ 511,961

Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of June 30, 2023 and December 31, 2022, respectively.

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

The Company determined that no triggering event had occurred as of March 31, 2023 which would require an interim impairment test to be performed.

The Company determined that no triggering event had occurred as of June 30, 2023 which would require an interim impairment test to be performed.

Acquired Intangible Assets

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

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Amount Accumulated

10 unchanged sentences

Total acquired intangible assets $ 212,085 $ 80,160 $ 212,607 $ 75,081

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

2023 2022 2023 2022

Amortization expense $ 2,760 $ 2,819 $ 5,526 $ 5,917

4 unchanged sentences

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

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

Revolving credit facility $ 11,800 $ 91,000

6 unchanged sentences

The Credit Agreement contains two financial covenants.

As of March 31, 2023, the Company was in compliance with all financial covenants.

As of June 30, 2023, the Company was in compliance with all financial covenants.

The Credit Agreement terminates on December 8, 2027.

2 unchanged sentences

Thereafter, the applicable margin ranges from 0.125 % to 1.00 % for base rate loans and from 1.125 % to 2.00 % for SOFR and alternative currency loans based on the Company’s Total Net Leverage Ratio, as defined in the Credit Agreement.

In addition, the Credit Agreement is subject to an annual commitment fee, payable quarterly, which is initially 0.20 % of the daily average undrawn balance of the revolving credit facility and, from and after April 1, 2023, ranges between 0.20 % and 0.25 % of the daily average undrawn balance of the revolving credit facility based on the Company’s Total Net Leverage Ratio.

In addition, the Credit Agreement is subject to an annual commitment fee, payable quarterly, which was initially 0.20 % of the daily average undrawn balance of the revolving credit facility and, from and after April 1, 2023, ranges between 0.20 % and 0.25 % of the daily average undrawn balance of the revolving credit facility based on the Company’s Total Net Leverage Ratio.

Borrowings under the Credit Agreement are secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries.

Capital distributions are subject to certain Total Net Leverage Ratio requirements and capped by an annual aggregate limit under the Credit Agreement.

For the three months ended March 31, 2022, interest rates on the revolving credit facility under the Sixth Amended and Restated Credit Agreement were based on LIBOR plus an additional margin that ranges from 1.125 % to 2.00 %.

For the three and six months ended June 30, 2022, interest rates on the revolving credit facility under the Sixth Amended and Restated Credit Agreement were based on LIBOR plus an additional margin that ranged from 1.125 % to 2.00 %.

In addition, the revolving credit facility under the Sixth Amended and Restated Credit Agreement was subject to an undrawn commitment fee ranging between 0.15 % and 0.25 % based on the Total Leverage Ratio and the daily average undrawn balance.

Standby letters of credit of $ 4.3 million have been issued under the Credit Agreement to third parties on behalf of the Company as of March 31, 2023.

Standby letters of credit of $ 4.3 million have been issued under the Credit Agreement to third parties on behalf of the Company as of June 30, 2023.

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

The Company had $ 343.7 million and $ 304.5 million of availability under the revolving credit facility as of March 31, 2023 and December 31, 2022, respectively.

The Company had $ 383.9 million and $ 304.5 million of availability under the revolving credit facility as of June 30, 2023 and December 31, 2022, respectively.

(9) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

Foreign Currency Translation Adjustment Minimum Post Retirement Benefit Plan

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

Foreign Currency Translation Adjustment Postretirement Benefit Plan

Adjustments Total Pre-Tax Amount Tax Benefit (Expense) Accumulated Other

1 unchanged sentence

(Loss) Income

Balance at December 31, 2022 $ ( 3,382 ) $ ( 395 ) $ ( 3,777 ) $ ( 345 ) $ ( 3,432 )

Minimum post retirement health care plan adjustments — 11 11 3 8

Balance at March 31, 2023 $ ( 3,497 ) $ ( 384 ) $ ( 3,881 ) $ ( 342 ) $ ( 3,539 )

Postretirement health care plan adjustments — 11 11 3 8

Foreign currency translation adjustment ( 584 ) — ( 584 ) — ( 584 )

Balance at June 30, 2023 $ ( 4,081 ) $ ( 373 ) $ ( 4,454 ) $ ( 339 ) $ ( 4,115 )

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

Postretirement 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 )

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

Foreign Currency Translation Adjustment Postretirement Benefit Plan

Adjustments Total Pre-Tax Amount Tax Benefit (Expense) Accumulated Other

Comprehensive

(Loss) Income

Balance at December 31, 2022 $ ( 3,382 ) $ ( 395 ) $ ( 3,777 ) $ ( 345 ) $ ( 3,432 )

Minimum post retirement health care plan adjustments — 34 34 ( 10 ) 24

Postretirement health care plan adjustments — 22 22 6 16

Foreign currency translation adjustment ( 699 ) — ( 699 ) — ( 699 )

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

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.

Balance at June 30, 2023 $ ( 4,081 ) $ ( 373 ) $ ( 4,454 ) $ ( 339 ) $ ( 4,115 )

Balance at December 31, 2021 $ 1,640 $ ( 2,247 ) $ ( 607 ) $ 794 $ 187

Postretirement health care plan adjustments — 35 35 ( 10 ) 25

Foreign currency translation adjustment ( 3,425 ) — ( 3,425 ) — ( 3,425 )

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

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

(10) EQUITY-BASED COMPENSATION

On May 3, 2023, 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.

Amended and Restated 2018 Equity Incentive Plan (the "Amended 2018 Plan") which increases the total number of shares for issuance by the Company from 1,000,000 shares to 1,550,000 shares.

In addition, 81,707 shares that were unissued and available for grant under the Gibraltar Industries, Inc.

2015 Equity Incentive Plan (the "2015 Plan") were consolidated with the Amended 2018 Plan.

No further grants will be made under the 2015 Plan.

Consistent with the Gibraltar Industries, Inc.

2018 Equity Incentive Plan and the 2015 Plan, the Amended 2018 Plan allows 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.

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

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

The 2018 Plan provides for the issuance of up to 1,000,000 shares of common stock and supplements the remaining shares available for issuance under the Gibraltar Industries, Inc.

2015 Equity Incentive Plan (the "2015 Plan").

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.

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 53,862 $ 53.49 67,158 $ 45.84

Deferred stock units 6,351 $ 54.33 2,460 $ 42.69

Common shares 8,468 $ 54.33 15,652 $ 42.49

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

9 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.

Total MSPP liabilities recorded on the consolidated balance sheet as of March 31, 2023 was $ 15.9 million, of which $ 2.0 million was included in current accrued expenses and $ 13.9 million was included in non-current liabilities.

Total MSPP liabilities recorded on the consolidated balance sheet as of June 30, 2023 was $ 16.9 million, of which $ 2.0 million was included in current accrued expenses and $ 14.9 million was included in non-current liabilities.

Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2022 was $ 15.4 million, of which $ 2.3 million was included in current accrued expenses and $ 13.1 million was included in non-current liabilities.

The value of the restricted stock units within the MSPP liability were $ 13.7 million and $ 13.4 million at March 31, 2023 and December 31, 2022, respectively.

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

The value of the restricted stock units within the MSPP liability were $ 14.6 million and $ 13.4 million at June 30, 2023 and December 31, 2022, respectively.

The following table provides the number of restricted stock units credited to active participant accounts and the payments made with respect to MSPP liabilities during the six months ended June 30,:

Restricted stock units credited 44,102 6,234

3 unchanged sentences

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 the Company's manufacturing footprint.

Exit activity costs (recoveries) were incurred during the three months ended March 31, 2023 and 2022 which related to moving and closing costs, and severance, along with asset impairment charges (recoveries) related to the write-down of inventory associated with discontinued product lines, as a result of process simplification initiatives.

In conjunction with these initiatives, the Company recorded costs during the three months ended March 31, 2023 associated with the final closure and sale of a facility closed during the fourth quarter of 2022.

During the three months ended March 31, 2022, the Company closed one facility as a result of these initiatives.

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

Exit activity costs (recoveries) were incurred during the six months ended June 30, 2023 and 2022 which related to moving and closing costs, severance, and contract terminations, along with asset impairment charges (recoveries) related to the write-down of inventory associated with discontinued product lines, as a result of process simplification initiatives.

In conjunction with these initiatives, the Company recorded costs during the six months ended June 30, 2023 associated with the final closure and sale of a facility closed during the fourth quarter of 2022.

During the six months ended June 30, 2022, the Company exited a facility, relocating to a new one , and separately, closed one other facility as a result of these initiatives.

The following tables set forth the exit activity costs (recoveries) and asset impairment charges (recoveries) 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 $ 2,909 $ 40 $ 2,949 $ 75 $ — $ 75

Residential — — — 1,295 — 1,295

Agtech 156 — 156 97 — 97

Infrastructure — — — — — —

Corporate — — — 62 — 62

Total $ 3,065 $ 40 $ 3,105 $ 1,529 $ — $ 1,529

Six Months Ended June 30,

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

5 unchanged sentences

Total $ 3,740 $ ( 23 ) $ 3,717 $ 2,808 $ 1,198 $ 4,006

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

2023 2022 2023 2022

Cost of sales $ 3,098 $ 80 $ 3,611 $ 2,288

5 unchanged sentences

Cash payments ( 2,377 ) ( 1,951 )

Balance at March 31 $ 1,771 $ 1,435

Balance at June 30 $ 3,780 $ 1,129

(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

2023 2022 2023 2022

Provision for income taxes $ 11,555 $ 9,895 $ 18,732 $ 14,996

Effective tax rate 27.3 % 25.2 % 26.6 % 25.1 %

The effective tax rate for the three months ended March 31, 2023 and 2022, 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.

The effective tax rate for the three and six months ended June 30, 2023 and 2022, 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 item s due to an excess tax benefit on stock-based compensation.

(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

2023 2022 2023 2022

Net income available to common stockholders $ 30,723 $ 29,307 $ 51,822 $ 44,763

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.

The following table provides the potential anti-dilutive common stock units for the three months ended March 31, (in thousands):

The following table provides the potential anti-dilutive common stock units for the three and six months ended June 30, (in thousands):

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

Common stock units 19 225 17 65

2 unchanged sentences

(i) Renewables, which primarily includes designing, engineering, manufacturing and installation of solar racking and electrical balance of systems;

(ii) Residential, which primarily includes roof and foundation ventilation products, centralized mail systems and electronic package solutions, retractable awnings and gutter guards, and rain dispersion products, trims and flashings and other accessories;

(ii) Residential, which primarily includes roof and foundation ventilation products, centralized mail systems and electronic package solutions, retractable awnings and gutter guards, rain dispersion products, trims and flashings and other accessories;

(iii) Agtech, which provides growing solutions including the designing, engineering, manufacturing and installation of greenhouses;

1 unchanged sentence

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

2023 2022 2023 2022

Renewables $ 77,459 $ 101,549 $ 136,664 $ 180,332

18 unchanged sentences

$ 1,238,577 $ 1,210,613

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, 2023

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, 2023

Renewables Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 77,459 $ 228,234 $ 35,028 $ 24,193 $ 364,914

Three Months Ended March 31, 2022

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

Six Months Ended June 30, 2023

Renewables Residential Agtech Infrastructure Total

Point in Time $ 19,727 $ 404,560 $ 4,803 $ 14,909 $ 443,999

Over Time 116,937 3,169 66,077 27,999 214,182

Total net sales $ 136,664 $ 407,729 $ 70,880 $ 42,908 $ 658,181

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

(15) SUBSEQUENT EVENT

On July 5, 2023, the Company acquired the assets of a Utah based privately held company that manufactures and distributes roof flashing and accessory products, for $ 10.4 million in an all cash transaction.

The company sells direct to roofing wholesalers and will be reported as a part of our Residential segment.

The preliminary purchase price allocation has not yet been determined.

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