What changed in this filing

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Item 1. Financial Statements

2023-11-02 compared with 2023-08-02 · 125 added, 88 removed, 407 unchanged (34% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

20 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

9 unchanged sentences

(in thousands, except per share data)

September 30,

2023 December 31,

40 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash Flows from Operating Activities

3 unchanged sentences

Stock compensation expense 7,257 5,889

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

Exit activity costs, non-cash 572 1,427

Provision for deferred income taxes 179 181

Other, net 2,945 3,620

Changes in operating assets and liabilities, excluding the effects of acquisitions:

Changes in operating assets and liabilities net of effects from acquisitions:

Accounts receivable ( 44,331 ) ( 25,538 )

25 unchanged sentences

Comprehensive

(Loss) Income Treasury Stock Total

Loss Treasury Stock Total

Stockholders’

Shares Amount Shares Amount

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

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

Net income — — — 39,277 — — — 39,277

4 unchanged sentences

Net settlement of restricted stock units 18 — — — — 6 ( 412 ) ( 412 )

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

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

Excise tax on repurchase of common stock — — — — — — ( 159 ) ( 159 )

Balance at September 30, 2023 34,212 $ 342 $ 330,128 $ 719,077 $ ( 5,483 ) 3,776 $ ( 154,215 ) $ 889,849

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

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

Net income — — — 34,295 — — — 34,295

4 unchanged sentences

Net settlement of restricted stock units 45 — — — — 18 ( 749 ) ( 749 )

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

Common stock repurchased under stock repurchase program — — — — — 138 ( 5,541 ) ( 5,541 )

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

Balance at September 30, 2022 34,034 $ 340 $ 320,428 $ 624,630 $ ( 6,769 ) 2,530 $ ( 95,138 ) $ 843,491

See accompanying notes to consolidated financial statements.

15 unchanged sentences

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

Excise tax on repurchase of common stock — — — — — — ( 159 ) ( 159 )

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 September 30, 2023 34,212 $ 342 $ 330,128 $ 719,077 $ ( 5,483 ) 3,776 $ ( 154,215 ) $ 889,849

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

7 unchanged sentences

Common stock repurchased under stock repurchase program — — — — — 1,333 ( 55,541 ) ( 55,541 )

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

Balance at September 30, 2022 34,034 $ 340 $ 320,428 $ 624,630 $ ( 6,769 ) 2,530 $ ( 95,138 ) $ 843,491

See accompanying notes to consolidated financial statements.

15 unchanged sentences

Accounts receivable consisted of the following (in thousands):

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Trade accounts receivable $ 216,754 $ 179,170

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 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):

The following table provides a roll-forward of the allowance for credit losses, for the nine month period ended September 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 ( 1,156 )

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

Ending balance as of September 30, 2023 $ 4,069

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 June 30, 2023, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.

As of September 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 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.

Unearned revenue as of September 30, 2023 and December 31, 2022 was $ 7.2 million and $ 4.6 million, respectively.

Revenue recognized during the nine months ended September 30, 2023 and 2022 that was in contract liabilities at the beginning of the respective periods was $ 32.2 million and $ 41.2 million, respectively.

(5) INVENTORIES

Inventories consisted of the following (in thousands):

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Raw material $ 91,069 $ 111,187

5 unchanged sentences

(6) ACQUISITION

On July 5, 2023, the Company acquired the assets of a privately held Utah-based company that manufactures and distributes roof flashing and accessory products, and sells direct to roofing wholesalers.

The results of this company have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment.

The preliminary purchase consideration for this acquisition was $ 10.4 million, which includes a preliminary working capital adjustment and certain other adjustments provided for in the asset purchase agreement.

The purchase price for the acquisition was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition.

The Company has commenced the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisition.

Due to the timing of the acquisition, the Company continues to gather information supporting the acquired assets and assumed liabilities.

Accordingly, all amounts recorded are provisional.

These provisional amounts are subject to change if new information is obtained concerning facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.

The final determination of the fair value of certain assets and liabilities will be completed within a measurement period of up to one year from the date of acquisition.

The final values may also result in changes to depreciation and amortization expense related to certain assets such as property, plant, and equipment and acquired intangible assets.

The preliminary excess consideration was recorded as goodwill and approximated $ 4.1 million, all of which is deductible for tax purposes.

Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in the domestic building products markets.

The final purchase price allocation will be completed no later than the third quarter of fiscal year 2024.

The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):

Working capital $ 889

Property, plant and equipment 195

Acquired intangible assets 5,200

Goodwill 4,133

Fair value of purchase consideration $ 10,417

The intangible assets acquired in this acquisition consisted of the following (in thousands):

Fair Value Weighted-Average Amortization Period

Trademarks $ 300 2 years

Customer relationships 4,900 12 years

Total $ 5,200

On August 22, 2022, the Company purchased all the issued and outstanding membership interests of Quality Aluminum Products ("QAP"), a manufacturer of aluminum and steel products including soffit, fascia, trim coil, rain carrying products and aluminum siding.

20 unchanged sentences

In determining the allocation of the purchase price to the assets acquired and liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets.

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") 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.

The acquisition of the privately held Utah-based company and the acquisition of QAP were financed primarily through borrowings under the Company's revolving credit facility.

The Company recognized costs as a component of cost of sales related to the sale of inventory at fair value as a result of allocating the purchase price of recent acquisitions.

The Company also incurred certain acquisition-related costs comprised of legal and consulting fees within selling, general, and administrative ("SG&A") expense.

The acquisition-related costs consisted of the following for the three and nine months ended September 30 (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Cost of sales $ 12 $ 476 $ 12 $ 476

Selling, general and administrative costs 224 522 245 529

Total acquisition related costs $ 236 $ 998 $ 257 $ 1,005

(7) GOODWILL AND RELATED INTANGIBLE ASSETS

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

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

Renewables Residential Agtech Infrastructure Total

Balance at December 31, 2022 $ 188,030 $ 209,056 $ 83,599 $ 31,678 $ 512,363

Acquired goodwill — 4,133 — — 4,133

Adjustments to prior year acquisitions — 387 — — 387

Foreign currency translation ( 1,273 ) — ( 266 ) — ( 1,539 )

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.

Balance at September 30, 2023 $ 186,757 $ 213,576 $ 83,333 $ 31,678 $ 515,344

Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of September 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 June 30, 2023 which would require an interim impairment test to be performed.

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

Acquired Intangible Assets

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

June 30, 2023 December 31, 2022

September 30, 2023 December 31, 2022

Amount Accumulated

10 unchanged sentences

Total acquired intangible assets $ 216,848 $ 82,801 $ 212,607 $ 75,081

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

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

4 unchanged sentences

(8) LONG-TERM DEBT

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

June 30, 2023 December 31, 2022

Revolving credit facility $ 11,800 $ 91,000

Less unamortized debt issuance costs ( 2,010 ) ( 2,238 )

Total debt $ 9,790 $ 88,762

The Company had no outstanding debt as of September 30, 2023 and unamortized debt issuance costs, included in other assets on the consolidated balance sheet, were $ 1.9 million.

As of December 31, 2022, the Company's total outstanding debt was $ 88.8 million, which included $ 91.0 million on the Company's revolving credit facility net of $ 2.2 million in unamortized debt issuance costs.

Revolving Credit Facility

3 unchanged sentences

The Credit Agreement contains two financial covenants.

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

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

The Credit Agreement terminates on December 8, 2027.

5 unchanged sentences

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 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 %.

For the three and nine months ended September 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 June 30, 2023.

Standby letters of credit of $ 3.9 million have been issued under the Credit Agreement to third parties on behalf of the Company as of September 30, 2023.

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

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 June 30, (in thousands):

Foreign Currency Translation Adjustment Postretirement Benefit Plan

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

The Company had $ 396.1 million and $ 304.5 million of availability under the revolving credit facility as of September 30, 2023 and December 31, 2022, respectively.

(9) ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

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

Adjustment Postretirement

Adjustments Total

Expense Accumulated

Comprehensive

(Loss) Income

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

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

Postretirement health care plan adjustments — 11 11 3 8

Foreign currency translation adjustment ( 1,376 ) — ( 1,376 ) — ( 1,376 )

Balance at September 30, 2023 $ ( 5,457 ) $ ( 362 ) $ ( 5,819 ) $ ( 336 ) $ ( 5,483 )

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

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

Postretirement health care plan adjustments — 17 17 5 12

Foreign currency translation adjustment ( 3,568 ) — ( 3,568 ) — ( 3,568 )

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

Balance at September 30, 2022 $ ( 5,353 ) $ ( 2,195 ) $ ( 7,548 ) $ ( 779 ) $ ( 6,769 )

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

Adjustment Postretirement

Adjustments Total

Expense Accumulated Other

Comprehensive

3 unchanged sentences

Foreign currency translation adjustment ( 2,075 ) — ( 2,075 ) — ( 2,075 )

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

Balance at September 30, 2023 $ ( 5,457 ) $ ( 362 ) $ ( 5,819 ) $ ( 336 ) $ ( 5,483 )

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

1 unchanged sentence

Foreign currency translation adjustment ( 6,993 ) — ( 6,993 ) — ( 6,993 )

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

Balance at September 30, 2022 $ ( 5,353 ) $ ( 2,195 ) $ ( 7,548 ) $ ( 779 ) $ ( 6,769 )

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.

1 unchanged sentence

On May 3, 2023, the stockholders of the Company approved the adoption of the Gibraltar Industries, Inc.

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.

Amended and Restated 2018 Equity Incentive Plan (the "Amended 2018 Plan") which increases the total number of shares available 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.

6 unchanged sentences

Equity Based Awards - Settled in Stock

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:

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

Awards Number of

17 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 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 $ 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,:

Total MSPP liabilities recorded on the consolidated balance sheet as of September 30, 2023 were $ 18.3 million, of which $ 2.0 million was included in current accrued expenses and $ 16.3 million was included in non-current liabilities.

Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2022 were $ 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 liabilities was $ 15.9 million and $ 13.4 million at September 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 nine months ended September 30,:

Restricted stock units credited 46,843 9,564

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 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

Exit activity costs (recoveries) were incurred during the nine months ended September 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 and other charges associated with discontinued product lines, as a result of process simplification initiatives.

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

During the nine months ended September 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 nine months ended September 30, related to the restructuring activities described above (in thousands):

Three Months Ended September 30,

Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total

Renewables $ 4,389 $ ( 59 ) $ 4,330 $ ( 44 ) $ — $ ( 44 )

4 unchanged sentences

Total $ 4,383 $ 595 $ 4,978 $ ( 18 ) $ 229 $ 211

Six Months Ended June 30,

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

Nine Months Ended September 30,

Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total

Renewables $ 7,298 $ ( 82 ) $ 7,216 $ 1,359 $ 1,198 $ 2,557

4 unchanged sentences

Total $ 8,123 $ 572 $ 8,695 $ 2,790 $ 1,427 $ 4,217

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):

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 nine months ended September 30, (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

6 unchanged sentences

Cash payments ( 3,254 ) ( 2,782 )

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

Balance at September 30 $ 7,286 $ 280

(12) INCOME TAXES

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:

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

1 unchanged sentence

Effective tax rate 27.0 % 25.4 % 26.7 % 25.2 %

The effective tax rate for the three and six months ended June 30, 2023 and 2022, respectively, was greater than the U.S.

The effective tax rate for the three and nine months ended September 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 and six months ended June 30, (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 nine months ended September 30, (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

7 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 and six months ended June 30, (in thousands):

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

7 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 and six months ended June 30, (in thousands):

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

11 unchanged sentences

Total income from operations $ 53,190 $ 47,396 $ 125,637 $ 108,730

September 30,

2023 December 31,

6 unchanged sentences

$ 1,288,046 $ 1,210,613

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

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

Three Months Ended September 30, 2023

Renewables Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 106,362 $ 227,747 $ 31,666 $ 24,969 $ 390,744

Three Months Ended June 30, 2022

Three Months Ended September 30, 2022

Renewables Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 111,119 $ 215,592 $ 44,217 $ 20,363 $ 391,291

Six Months Ended June 30, 2023

Nine Months Ended September 30, 2023

Renewables Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 243,026 $ 635,476 $ 102,546 $ 67,877 $ 1,048,925

Six Months Ended June 30, 2022

Nine Months Ended September 30, 2022

Renewables Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 291,451 $ 595,322 $ 130,325 $ 59,007 $ 1,076,105

(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