What changed in this filing

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Item 1. Financial Statements

2025-04-30 compared with 2024-10-30 · 161 added, 185 removed, 267 unchanged (56% of the section changed)

4 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net sales $ 290,015 $ 292,506

3 unchanged sentences

Income from operations 25,510 31,736

Interest (income) expense ( 1,931 ) 417 ( 4,176 ) 3,216

Other expense (income) 455 ( 1,040 ) ( 219 ) ( 1,946 )

Interest income, net ( 1,637 ) ( 750 )

Other expense (income), net 94 ( 1,021 )

Income before taxes 27,053 33,507

12 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income $ 21,119 $ 24,946

6 unchanged sentences

(in thousands, except per share data)

September 30,

2025 December 31,

17 unchanged sentences

Accrued expenses 98,428 95,664

Billings in excess of cost 53,788 44,735

Billings in excess of costs 40,230 41,790

Total current liabilities 276,628 254,862

20 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash Flows from Operating Activities

3 unchanged sentences

Stock compensation expense 3,071 2,639

Exit activity costs, non-cash 163 572

(Benefit of) provision for deferred income taxes ( 615 ) 179

Other, net 244 1,619

12 unchanged sentences

Cash Flows from Financing Activities

Long-term debt payments — ( 141,000 )

Proceeds from long-term debt — 50,000

Purchase of common stock at market prices ( 62,394 ) ( 1,434 )

1 unchanged sentence

Effect of exchange rate changes on cash 8 ( 142 )

Net increase in cash and cash equivalents 129,453 67,857

Net (decrease) increase in cash and cash equivalents ( 244,366 ) 47,239

Cash and cash equivalents at beginning of year 269,480 99,426

5 unchanged sentences

Common Stock Additional

Capital Retained

Earnings Accumulated

Comprehensive

Loss Treasury Stock Total

Stockholders’

Shares Amount Shares Amount

Balance at June 30, 2024 34,274 $ 343 $ 338,978 $ 795,655 $ ( 3,496 ) 3,797 $ ( 155,809 ) $ 975,671

Net income — — — 34,039 — — — 34,039

Foreign currency translation adjustment — — — — 703 — — 703

Stock compensation expense — — 2,328 — — — — 2,328

Net settlement of restricted stock units 24 — — — — 8 ( 506 ) ( 506 )

Excise tax on repurchase of common stock — — — — — — ( 15 ) ( 15 )

Common stock repurchased under stock repurchase program — — — — — 139 ( 8,987 ) ( 8,987 )

Balance at September 30, 2024 34,298 $ 343 $ 341,306 $ 829,694 $ ( 2,793 ) 3,944 $ ( 165,317 ) $ 1,003,233

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

Foreign currency translation adjustment — — — — ( 1,368 ) — — ( 1,368 )

Stock compensation expense — — 2,201 — — — — 2,201

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

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

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

7 unchanged sentences

Net settlement of restricted stock units 88 1 ( 1 ) — — 36 ( 2,369 ) ( 2,369 )

Awards of common stock 7 — — — — — — —

Excise tax on repurchase of common stock — — — — — — ( 566 ) ( 566 )

Common stock repurchased under stock repurchase program — — — — — 915 ( 60,000 ) ( 60,000 )

Balance at September 30, 2024 34,298 $ 343 $ 341,306 $ 829,694 $ ( 2,793 ) 3,944 $ ( 165,317 ) $ 1,003,233

Balance at March 31, 2025 34,401 $ 344 $ 346,653 $ 896,970 $ ( 5,277 ) 4,911 $ ( 229,352 ) $ 1,009,338

Balance at December 31, 2023 34,219 $ 342 $ 332,621 $ 738,511 $ ( 2,114 ) 3,778 $ ( 154,362 ) $ 914,998

3 unchanged sentences

Net settlement of restricted stock units 47 1 ( 1 ) — — 19 ( 1,434 ) ( 1,434 )

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

Balance at March 31, 2024 34,266 $ 343 $ 335,259 $ 763,457 $ ( 3,078 ) 3,797 $ ( 155,796 ) $ 940,185

See accompanying notes to consolidated financial statements.

11 unchanged sentences

generally accepted accounting principles for complete financial statements.

The Company has presented net costs in excess of billings separately on its consolidated balance sheet as of December 31, 2023 to conform with current year presentation.

Recent Accounting Pronouncements

2 unchanged sentences

(2) TRADE RECEIVABLES, NET

The following table provides a roll-forward of the allowance for credit losses, for the nine month period ended September 30, 2024, that is deducted from the amortized cost basis of trade receivables 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 three month period ended March 31, 2025 that is deducted from the amortized cost basis of trade receivables to present the net amount expected to be collected (in thousands):

Beginning balance as of January 1, 2025 $ 3,394

1 unchanged sentence

Accounts written off against allowance and other adjustments ( 713 )

Ending balance as of September 30, 2024 $ 5,418

Sales includes revenue from contracts with customers for roof and foundation ventilation products, centralized mail systems, rain dispersion products, trims and flashings and other accessories, retractable awnings and gutter guards;

designing, engineering, manufacturing and installation of solar racking systems and electrical balance of systems;

designing, engineering, manufacturing and installation of greenhouses;

Ending balance as of March 31, 2025 $ 2,805

Sales includes revenue from contracts with customers for roof and foundation ventilation products, single point and centralized mail systems, trims, flashings, metal roofing, rain dispersion products and other accessories, retractable awnings and gutter guards;

designing, engineering, manufacturing and installation of controlled environmental agriculture, custom greenhouses and structural canopies;

designing, engineering, manufacturing and installation of solar racking and electrical balance of systems;

structural bearings, expansion joints, pavement sealant, elastomeric concrete and bridge cable protection systems.

Refer to Note 13 "Segment Information" for additional information related to revenue recognized by timing of transfer of control by reportable segment.

As of September 30, 2024, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.

For the three and nine months ended September 30, 2024 and 2023, respectively, there were no changes to estimated total costs to be incurred related to any individual contract that materially impacted the Company's consolidated financial statements.

Refer to Note 13 "Segment Information" for disclosures related to disaggregation of revenue.

As of March 31, 2025, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.

For the three months ended March 31, 2025 and 2024, respectively, there were no changes to estimated total costs to be incurred related to any individual contract that materially impacted the Company's consolidated financial statements.

Contract assets consist of net costs in excess of billings, classified as current assets 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 September 30, 2024 and December 31, 2023 was $ 4.3 million and $ 3.9 million, respectively.

The Company recognized revenue of $ 41.7 million and $ 32.2 million during the nine months ended September 30, 2024 and 2023, respectively, that was included in the contract liabilities balance of $ 48.7 million and $ 39.6 million at December 31, 2023 and 2022, respectively.

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

Unearned revenue as of March 31, 2025 and December 31, 2024 was $ 2.1 million and $ 3.1 million, respectively.

recognized revenue of $ 26.2 million and $ 27.7 million during the three months ended March 31, 2025 and 2024, respectively, that was included in the contract liabilities balance of $ 44.8 million and $ 48.7 million at December 31, 2024 and 2023, respectively.

(4) INVENTORIES, NET

Inventories consisted of the following (in thousands):

September 30, 2024 December 31, 2023

Inventories, net of reserves, consisted of the following (in thousands):

March 31, 2025 December 31, 2024

Raw material $ 104,571 $ 78,888

1 unchanged sentence

Finished goods 45,113 41,057

Gross inventory 143,776 129,939

Less reserves ( 5,605 ) ( 9,436 )

Total inventories, net $ 170,304 $ 138,140

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

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

The Company has completed 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.

The excess consideration was recorded as goodwill and approximated $ 3.0 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 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):

(5) ACQUISITIONS

During the quarter ended March 31, 2025, the Company acquired three businesses in separate transactions all of which were funded with cash on hand.

One acquired business is included within the Company's Agtech segment and the other acquired businesses are included in the Company's Residential segment.

On February 11, 2025, the Company purchased all the outstanding stock of Lane Supply, Inc.

("Lane Supply"), a privately held company that designs, manufactures and installs structural canopies serving the convenience store, travel center, food retail, and quick serve restaurant markets.

The results of Lane Supply have been included in the Company's consolidated financial results since the date of acquisition within the Company's Agtech segment.

The preliminary purchase consideration for this acquisition was $ 117.1 million, which includes a preliminary working capital adjustment and certain other adjustments provided for in the stock purchase agreement.

On March 31, 2025, the Company acquired two privately held businesses within its Residential segment that primarily specialize in the manufacturing of metal roofing systems, along with metal wall panels, siding and trim products.

The Company purchased all the outstanding stock of one of the businesses and substantially all of the assets for the other business for a combined preliminary purchase consideration of $ 90.2 million, which includes preliminary working capital adjustments and certain other adjustments provided for in the purchase agreements.

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

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 acquisitions.

Goodwill recognized in these acquisitions are primarily attributable to factors such as future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in domestic agtech structures and metal roofing markets, respectively.

Due to the timing of these acquisitions, we continue 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 dates 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 acquisitions.

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.

For the acquisition of Lane Supply, the preliminary excess consideration was recorded as goodwill and approximated $ 38.2 million, none of which is deductible for tax purposes.

The final purchase price allocation will be completed no later than the first quarter of fiscal year 2026.

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 22,108

9 unchanged sentences

Customer relationships 55,000 15 years

Backlog 5,300 Less than 1 year

Total $ 67,100

For the acquisition of the two metal roofing businesses, the preliminary excess consideration was recorded as goodwill and approximated $ 48.9 million, all of which is deductible for tax purposes.

The final purchase price allocation will be completed no later than the first quarter of fiscal year 2026.

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 acquisitions (in thousands):

Working capital 13,299

Property, plant and equipment 5,272

Acquired intangible assets 15,300

Other assets 4,502

Other liabilities ( 1,524 )

Goodwill 48,912

Fair value of purchase consideration $ 90,168

The intangible assets acquired in these acquisitions consisted of the following (in thousands):

Fair Value Weighted-Average Amortization Period

Trademarks $ 4,300 5 years

Customer relationships 11,000 10 years

Total $ 15,300

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 the privately held Utah-based company 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 expense of $ 2.6 million for the three months ended March 31, 2025.

No acquisition costs were incurred in the three months ended March 31, 2024.

Pro Forma Information (Unaudited)

The results of Lane Supply (from January 1, 2025 through February 10, 2025) and the two privately held businesses (from January 1, 2025 and March 31, 2025) have not been included in the Company's consolidated statements of income as the Company acquired Lane Supply on February 11, 2025 and the two privately held businesses on March 31, 2025.

The following unaudited pro forma financial information represents a summary of the consolidated results of operations of the Company for the three months ended March 31, 2025 and 2024, assuming these acquisitions had been completed on January 1, 2024 (in thousands):

Three Months Ended

Net sales $ 313,079 $ 329,981

Income from operations 27,736 31,941

These pro forma amounts have been compiled by adding the historical results of these businesses to the results of the Company after applying accounting policies and pro forma adjustments primarily for amortization that would have been charged assuming the preliminary fair value adjustments to intangible assets had been applied from January 1, 2024.

The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had been effective as of these dates, or of future results.

(6) GOODWILL AND RELATED INTANGIBLE ASSETS

The changes in the carrying amount of goodwill for the nine months ended September 30, 2024 are as follows (in thousands):

Residential Renewables Agtech Infrastructure Total

The changes in the carrying amount of goodwill for the three months ended March 31, 2025 are as follows (in thousands):

Residential Agtech Renewables Infrastructure Total

Balance at December 31, 2024 $ 209,170 $ 82,341 $ 184,230 $ 31,678 $ 507,419

Adjustments to prior year acquisitions ( 1,110 ) — — — ( 1,110 )

Acquired goodwill 48,912 38,245 — — 87,157

Foreign currency translation — 44 — — 44

Balance at September 30, 2024 $ 212,466 $ 184,230 $ 83,567 $ 31,678 $ 511,941

Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of September 30, 2024 and December 31, 2023.

Balance at March 31, 2025 $ 258,082 $ 120,630 $ 184,230 $ 31,678 $ 594,620

Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of March 31, 2025 and December 31, 2024.

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 September 30, 2024 which would require an interim impairment test to be performed.

The Company determined that no triggering event had occurred as of March 31, 2025 which would require an interim impairment test to be performed.

Acquired Intangible Assets

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

September 30, 2024 December 31, 2023

March 31, 2025 December 31, 2024

Amount Accumulated

4 unchanged sentences

Finite-lived intangible assets:

Backlog 5,300 1,419 — —

Trademarks 13,350 1,475 2,550 1,773

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Amortization expense $ 4,598 $ 2,718

3 unchanged sentences

(7) LONG-TERM DEBT

The Company had no outstanding debt as of September 30, 2024 and December 31, 2023.

Unamortized debt issuance costs, included in other assets on the consolidated balance sheets, as of September 30, 2024 and December 31, 2023 were $ 1.4 million and $ 1.7 million, respectively.

The Company had no outstanding debt as of March 31, 2025 and December 31, 2024.

Revolving Credit Facility

On December 8, 2022, the Company entered into a Credit Agreement (the "Credit Agreement") which provides for a revolving credit facility and letters of credit in an aggregate amount equal to $ 400 million.

The following table sets forth the Company's availability on the revolving credit facility as of (in thousands):

March 31, 2025 December 31, 2024

Total revolving credit facility $ 400,000 $ 400,000

standby letters of credit issued to third parties ( 4,931 ) ( 4,931 )

Availability on revolving credit facility $ 395,069 $ 395,069

The Company can request additional financing to increase the revolving credit facility to $ 700 million or enter into a term loan of up to $ 300 million subject to conditions set forth in the Credit Agreement.

The Credit Agreement contains two financial covenants.

As of September 30, 2024, the Company was in compliance with all financial covenants.

As of March 31, 2025, the Company was in compliance with all financial covenants.

The Credit Agreement terminates on December 8, 2027.

Borrowings under the Credit Agreement bear interest, at the Company’s option, at a rate equal to the applicable margin plus (a) a base rate, (b) a daily simple secured overnight financing rate ("SOFR") rate, (c) a term SOFR rate or (d) for certain foreign currencies, a foreign currency rate, in each case subject to a 0 % floor.

Through March 31, 2023, the Credit Agreement had an initial applicable margin of 0.125 % for base rate loans and 1.125 % for SOFR and alternative currency loans.

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 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.

The Credit Agreement includes an applicable margin which 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 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.

Standby letters of credit of $ 4.9 million have been issued under the Credit Agreement to third parties on behalf of the Company as of September 30, 2024.

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

The Company had $ 395.1 million and $ 396.1 million of availability under the revolving credit facility as of September 30, 2024 and December 31, 2023, respectively.

(8) EQUITY-BASED COMPENSATION

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 includes a total of 1,631,707 shares available for issuance.

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.

The Gibraltar Industries, Inc.

Amended and Restated 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which includes 200,000 shares available for issuance, 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 includes a total of 1,631,707 shares available for issuance, 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.

The Gibraltar Industries, Inc.

Amended and Restated 2016 Stock Plan for Non-Employee Directors (the "Non-Employee Directors Plan") which includes 200,000 shares available for issuance, 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.

Equity-Based Awards - Settled in Stock

The following table provides the number of stock units granted during the nine months ended September 30, along with the weighted-average grant-date fair value of each award:

The following table provides the number of stock units granted during the three months ended March 31, along with the weighted-average grant-date fair value of each award:

Awards Number of

4 unchanged sentences

Restricted stock units 50,741 $ 64.91 29,671 $ 77.70

Deferred stock units 3,340 $ 68.86 6,351 $ 54.33

Common shares 6,680 $ 68.86 8,468 $ 54.33

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

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 the Company’s return on invested capital (“ROIC”) over a one-year performance period.

(2) PSUs granted in the first quarter of 2023 include 7,825 units that were forfeited in the third quarter of 2023 and 154,996 units that will be converted to shares and issued to recipients in the first quarter of 2026, representing 200.0 % of the target amount granted and not subsequently forfeited, based on the Company's actual ROIC compared to ROIC target for the performance period ended December 31, 2023.

(2) The PSUs granted in 2024, based on the Company's return on invested capital ("ROIC") for the performance period ended December 31, 2024, earned 45.0 % of the targeted PSUs awarded.

Therefore, 26,363 units will convert to shares and be issued in 2027.

Equity-Based Awards - Settled in Cash

2 unchanged sentences

Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their deferred compensation.

The deferrals and related company match are credited to an account that contains a share-based liability.

The deferrals and related company match are credited to an account that represents a share-based liability.

The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200 -day average of the Company’s stock price.

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 September 30, 2024 were $ 24.8 million, of which $ 2.7 million was included in current accrued expenses and $ 22.1 million was included in non-current liabilities.

Total MSPP liabilities recorded on the consolidated balance sheet as of March 31, 2025 were $ 22.9 million, of which $ 4.2 million was included in current accrued expenses and $ 18.7 million was included in non-current liabilities.

Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2024 were $ 23.7 million, of which $ 3.2 million was included in current accrued expenses and $ 20.5 million was included in non-current liabilities.

The value of the restricted stock units within the MSPP liabilities was $ 19.3 million and $ 17.3 million at September 30, 2024 and December 31, 2023, 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,:

The value of the restricted stock units within the MSPP liabilities was $ 17.0 million and $ 18.1 million at March 31, 2025 and December 31, 2024, 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:

Three Months Ended

Restricted stock units credited 18,283 40,538

7 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Beginning balance $ 17,463 $ 9,139

Provisions for product warranties, net of reductions 3,867 1,652 7,963 2,783

Provisions/accruals during the period 6,745 1,056

Acquired warranty accruals during the period 206 —

Settlements made during the period ( 5,698 ) ( 127 )

Ending balance $ 18,716 $ 10,068

(10) EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS

The Company has incurred exit activity costs and asset impairment charges as a result of its 80/20 simplification and portfolio management initiatives.

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.

As a result of process simplification initiatives, the Company has incurred exit activity costs related to moving and closing costs and severance, along with asset impairment costs (recoveries) related to the write-down of inventory and other charges such as warranty costs associated with discontinued product lines.

Additionally, the Company has incurred the aforementioned costs resulting from the sale and/or closure of facilities including costs recorded during the nine months ended September 30, 2023.

The Company periodically undertakes restructuring initiatives as part of its focus to improve operating performance and optimize its business portfolio.

These initiatives have led to outsourcing or discontinuing low-volume, low margin products, selling or exiting less profitable businesses or product lines, or reorganizing the Company's manufacturing footprint.

As a result, the Company has incurred costs related to discrete restructuring events for moving and closing facilities, severance, inventory write-downs, and warranty costs associated with discontinued product lines during the three months ended March 31, 2025 .

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

Three Months Ended

September 30,

Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total

Residential $ 1,137 $ — $ 1,137 $ — $ ( 72 ) $ ( 72 )

Renewables 4,641 — 4,641 4,389 ( 59 ) 4,330

Agtech 68 — 68 138 — 138

Infrastructure — — — — — —

Corporate 31 — 31 ( 33 ) — ( 33 )

Total $ 5,106 $ — $ 5,106 $ 4,383 $ 595 $ 4,978

Nine Months Ended

September 30,

Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total

Residential $ 251 $ ( 72 ) $ 179 $ 136 $ 654 $ 790

Renewables 4,530 81 4,611 269 — 269

Agtech 477 — 477 722 — 722

Infrastructure — — — — — —

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Cost of sales $ 4,362 $ ( 72 )

1 unchanged sentence

Total exit activity and asset impairment charges $ 5,847 $ 335

The following table reconciles the beginning and ending liability for exit activity costs recorded in current accrued expenses on the consolidated balance sheet relating to the Company’s restructuring efforts (in thousands):

The following table reconciles the beginning and ending liability for exit activity costs recorded in current accrued expenses on the consolidated balance sheets relating to the Company’s restructuring efforts (in thousands):

Balance at January 1 $ 12,011 $ 6,725

1 unchanged sentence

Cash payments ( 4,670 ) ( 553 )

Balance at September 30 $ 12,962 $ 7,286

Balance at March 31 $ 13,107 $ 6,579

(11) INCOME TAXES

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Provision for income taxes (in thousands) $ 5,934 $ 8,561

Effective tax rate 21.9 % 25.6 %

The effective tax rate for the three and nine months ended September 30, 2024 and 2023, 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.

The effective tax rate for the three months ended March 31, 2025 was greater than the U.S.

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

The effective tax rate for the three months ended March 31, 2024 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.

(12) EARNINGS PER SHARE

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net income available to common stockholders $ 34,039 $ 39,277 $ 91,183 $ 91,099

Denominator for basic earnings per share:

Weighted average shares outstanding 30,530 30,485 30,564 30,638

Denominator for diluted earnings per share:

Weighted average shares outstanding 30,530 30,485 30,564 30,638

Common stock options and stock units 220 230 224 170

Weighted average shares and conversions 30,750 30,715 30,788 30,808

Basic weighted average shares outstanding 30,252 30,572

Dilutive effect of common stock options and stock units 222 221

Dilutive weighted average shares outstanding 30,474 30,793

The following table provides the potential anti-dilutive common stock units not included in the diluted weighted average shares calculations (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Common stock units 60 4

(13) SEGMENT INFORMATION

The Company is organized into four reportable segments on the basis of the production processes, products and services provided by each segment, identified as follows:

(i) 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;

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

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

(iv) Infrastructure, which primarily includes structural bearings, expansion joints and pavement sealant for bridges, airport runways and roadways, elastomeric concrete and bridge cable protection systems.

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 (in thousands):

The Company has four reportable segments:

Residential, Agtech, Renewables and Infrastructure.

The Company's reportable segments are each managed separately because they design, engineer, manufacture, and where applicable install, distinct products with different production processes.

• Residential consists of operating segments that sell the following products and services to major retail home centers, building material wholesalers, building product distributors, roofing distributors, residential contractors, property management companies, manufactured housing dealers, postal services distributors and providers, and online direct to end consumers:

roof and foundation ventilation products, single point and centralized mail systems and package solutions, outdoor living space products (sun-shading), rain dispersion systems, metal roofing job site services, and other construction accessories.

• Agtech consists of an operating segment that sells the following products and services to large-scale indoor commercial growers, agricultural research, development facilities, as well as convenience store, travel centers, food retailers, and quick-serve restaurants:

design, manufacture and build controlled environmental agriculture, custom greenhouses and structural canopies.

• Renewables consists of an operating segment that sells the following products and services to developers, EPCs and owners / operators of solar fields:

design, manufacture and install solar energy mounting systems including foundation, racking, and electrical balance of system.

• Infrastructure consists of an operating segment that sells the following products to commercial and transportation contractors and fabricators:

expansion joints, structural bearings, rubber pre-formed seals and other sealants, elastomeric concrete, and bridge cable protection systems.

The accounting policies of the Company's segments are the same as those described in Note 1 "Summary of Significant Accounting Policies" included in the Company's annual report on Form 10-K for the year ended December 31, 2024.

The following tables illustrate certain measurements used by management to assess the performance of the segments described above (in thousands):

Three Months Ended March 31, 2025

Residential Agtech Renewables Infrastructure Total

Net sales $ 179,994 $ 45,040 $ 43,658 $ 21,323 $ 290,015

Operating expenses (2) 148,734 41,655 46,803 16,065 253,257

Segment profit (loss) 31,260 3,385 ( 3,145 ) 5,258 36,758

Reconciliation of segment profit

Unallocated corporate expenses ( 11,248 )

Interest income, net 1,637

Other expense, net ( 94 )

Income before taxes $ 27,053

Three Months Ended March 31, 2024

Residential Agtech Renewables Infrastructure Total

Net sales $ 185,111 $ 34,027 $ 51,496 $ 21,872 $ 292,506

Operating expenses (2) 150,765 31,419 49,852 16,976 249,012

Segment profit 34,346 2,608 1,644 4,896 43,494

Reconciliation of segment profit

Unallocated corporate expenses ( 11,758 )

Interest income, net 750

Other income, net 1,021

Income before taxes $ 33,507

(1) The significant expense category and amounts align with the segment-level information that is regularly provided to the CODM.

(2) Operating expenses for each reportable segment includes inventory and manufacturing expenses, employee compensation, depreciation and amortization, freight services, other costs of sales expenses, and other selling, general and administrative expenses.

The following tables are the reported segment’s and unallocated corporate reported depreciation and amortization (in thousands):

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Residential $ 2,527 $ 2,591

Renewables 84,064 106,362 214,941 243,026

Agtech 2,760 830

Infrastructure 23,242 24,969 69,914 67,877

Total net sales $ 361,196 $ 390,744 $ 1,006,707 $ 1,048,925

Income from operations:

Residential $ 42,055 $ 42,158 $ 119,714 $ 115,626

Renewables 2,280 1,900

Agtech 3,853 2,136 8,743 3,349

Infrastructure 701 745

Unallocated corporate expenses 818 597

Total income from operations $ 43,998 $ 53,190 $ 118,203 $ 125,637

The following table illustrates the total assets of the Company's reportable segments and unallocated corporate assets as of (in thousands):

September 30,

Total depreciation and amortization $ 9,086 $ 6,663

The following table is the reported segment's and unallocated corporate assets as of (in thousands):

2025 December 31,

Residential $ 638,433 $ 497,317

Renewables 400,996 377,694

Agtech 305,855 156,929

Renewables 368,587 390,881

Infrastructure 78,924 78,366

1 unchanged sentence

Total assets $ 1,439,418 $ 1,419,410

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

Three Months Ended September 30, 2024

Residential Renewables Agtech Infrastructure Total

Point in Time $ 210,530 $ 8,220 $ 135 $ 10,657 $ 229,542

Over Time 1,833 75,844 41,392 12,585 131,654

Total net sales $ 212,363 $ 84,064 $ 41,527 $ 23,242 $ 361,196

Three Months Ended September 30, 2023

Residential Renewables Agtech Infrastructure Total

Point in Time $ 225,985 $ 15,903 $ 777 $ 9,922 $ 252,587

Over Time 1,762 90,459 30,889 15,047 138,157

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

Nine Months Ended September 30, 2024

Residential Renewables Agtech Infrastructure Total

The following presents disaggregated revenue by timing of transfer of control to customers by reported segment (in thousands):

Three Months Ended March 31, 2025

Residential Agtech Renewables Infrastructure Total

Point in Time $ 179,994 $ 276 $ 6,982 $ 7,880 $ 195,132

1 unchanged sentence

Total net sales $ 179,994 $ 45,040 $ 43,658 $ 21,323 $ 290,015

Nine Months Ended September 30, 2023

Residential Renewables Agtech Infrastructure Total

Three Months Ended March 31, 2024

Residential Agtech Renewables Infrastructure Total

Point in Time $ 183,332 $ 2,339 $ 6,789 $ 6,310 $ 198,770

1 unchanged sentence

Total net sales $ 185,111 $ 34,027 $ 51,496 $ 21,872 $ 292,506

(14) SUBSEQUENT EVENT

In April 2025, the Company's Board of Directors authorized a new share repurchase program of up to $ 200 million of the Company's issued and outstanding common stock.

The new program has a duration of three years , ending April 30, 2028.

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 new repurchase program as of April 30, 2025.

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