What changed in this filing

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Item 1. Financial Statements

2025-08-06 compared with 2025-04-30 · 218 added, 89 removed, 339 unchanged (48% of the section changed)

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net sales $ 309,517 $ 273,624 $ 555,874 $ 514,634

2 unchanged sentences

Selling, general, and administrative expense 48,329 42,506 89,527 84,501

Income from operations 25,510 31,736

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

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

Income before taxes 27,053 33,507

Operating income 39,506 40,822 68,161 70,914

Interest expense (income), net 354 ( 1,495 ) ( 1,283 ) ( 2,245 )

Other (income) expense, net ( 105 ) 186 ( 29 ) ( 166 )

Income before taxes from continuing operations 39,257 42,131 69,473 73,325

Provision for income taxes 9,819 11,147 16,920 19,387

Income from continuing operations 29,438 30,984 52,553 53,938

Discontinued operations:

(Loss) income before taxes from discontinued operations ( 5,381 ) 1,486 ( 8,544 ) 3,799

(Benefit) provision for income taxes ( 1,947 ) 272 ( 3,114 ) 593

(Loss) income from discontinued operations ( 3,434 ) 1,214 ( 5,430 ) 3,206

Net income $ 26,004 $ 32,198 $ 47,123 $ 57,144

Net earnings per share:

Basic $ 0.70 $ 0.82

Diluted $ 0.69 $ 0.81

Weighted average shares outstanding:

Basic 30,252 30,572

Diluted 30,474 30,793

Net earnings per share – Basic:

Income from continuing operations $ 0.99 $ 1.01 $ 1.75 $ 1.76

(Loss) income from discontinued operations ( 0.12 ) 0.04 ( 0.18 ) 0.11

Net income $ 0.87 $ 1.05 $ 1.57 $ 1.87

Weighted average shares outstanding – Basic 29,717 30,588 30,027 30,580

Net earnings per share – Diluted:

Income from continuing operations $ 0.99 $ 1.01 $ 1.74 $ 1.75

(Loss) income from discontinued operations ( 0.12 ) 0.04 ( 0.18 ) 0.11

Net income $ 0.87 $ 1.05 $ 1.56 $ 1.86

Weighted average shares outstanding – Diluted 29,806 30,791 30,133 30,801

See accompanying notes to consolidated financial statements.

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net income $ 26,004 $ 32,198 $ 47,123 $ 57,144

14 unchanged sentences

Prepaid expenses and other current assets 29,050 22,326

Assets of discontinued operations 369,736 132,540

Total current assets 753,509 651,332

4 unchanged sentences

Other assets 1,901 1,936

Non-current assets of discontinued operations — 258,896

$ 1,482,752 $ 1,419,410

4 unchanged sentences

Billings in excess of costs 12,342 14,769

Liabilities of discontinued operations 93,948 83,483

Total current liabilities 296,278 254,862

2 unchanged sentences

Other non-current liabilities 28,079 24,734

Non-current liabilities of discontinued operations — 9,383

Stockholders’ equity:

4 unchanged sentences

authorized 100,000 shares;

34,401 and 34,313 shares issued and outstanding in 2025 and 2024

34,419 and 34,313 shares issued and outstanding, respectively

Additional paid-in capital 350,259 343,583

1 unchanged sentence

Accumulated other comprehensive loss ( 3,015 ) ( 5,326 )

Cost of 4,911 and 3,960 common shares held in treasury in 2025 and 2024

Treasury stock, at cost;

4,913 and 3,960 shares, respectively

( 229,382 ) ( 166,417 )

5 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash Flows from Operating Activities

Net income $ 47,123 $ 57,144

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

(Loss) income from discontinued operations ( 5,430 ) 3,206

Income from continuing operations 52,553 53,938

Adjustments to reconcile income from continuing operations to net cash provided by operating activities:

Depreciation and amortization 16,100 9,466

7 unchanged sentences

Accrued expenses and other non-current liabilities ( 711 ) 9,768

Net cash provided by operating activities of continuing operations 48,630 90,411

Net cash provided by (used in) operating activities of discontinued operations 9,928 ( 758 )

Net cash provided by operating activities 58,558 89,653

Cash Flows from Investing Activities

Purchases of property, plant, and equipment, net ( 11,431 ) ( 4,366 )

Acquisitions, net of cash acquired ( 192,946 ) —

Purchases of property, plant, and equipment, net ( 28,960 ) ( 7,326 )

Net proceeds from sale of business 352 —

Net cash used in investing activities of continuing operations ( 221,554 ) ( 7,326 )

Net cash used in investing activities of discontinued operations ( 974 ) ( 1,031 )

Net cash used in investing activities ( 222,528 ) ( 8,357 )

15 unchanged sentences

Shares Amount Shares Amount

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

Net income — — — 26,004 — — — 26,004

Foreign currency translation adjustment — — — — 2,262 — — 2,262

Stock compensation expense — — 3,606 — — — — 3,606

Net settlement of restricted stock units 5 — — — — 2 ( 105 ) ( 105 )

Awards of common stock 13 — — — — — — —

Excise tax on repurchase of common stock — — — — — — 75 75

Balance at June 30, 2025 34,419 $ 344 $ 350,259 $ 922,974 $ ( 3,015 ) 4,913 $ ( 229,382 ) $ 1,041,180

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

Net income — — — 32,198 — — — 32,198

Foreign currency translation adjustment — — — — ( 418 ) — — ( 418 )

Stock compensation expense — — 3,719 — — — — 3,719

Net settlement of restricted stock units 1 — — — — — ( 13 ) ( 13 )

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

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

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 Treasury Stock Total

Stockholders’ Equity

Shares Amount Shares Amount

Balance at December 31, 2024 34,313 $ 343 $ 343,583 $ 875,851 $ ( 5,326 ) 3,960 $ ( 166,417 ) $ 1,048,034

3 unchanged sentences

Net settlement of restricted stock units 93 1 ( 1 ) — — 38 ( 2,474 ) ( 2,474 )

Awards of common stock 13 — — — — — — —

Excise tax on repurchase of common stock — — — — — — ( 491 ) ( 491 )

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

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

Balance at June 30, 2025 34,419 $ 344 $ 350,259 $ 922,974 $ ( 3,015 ) 4,913 $ ( 229,382 ) $ 1,041,180

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 48 1 ( 1 ) — — 19 ( 1,447 ) ( 1,447 )

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

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

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

See accompanying notes to consolidated financial statements.

11 unchanged sentences

generally accepted accounting principles for complete financial statements.

Discontinued Operations

In June 2025, the Company committed to a plan to sell its Renewables business, which was the sole business in the Renewables segment, and represents a strategic shift that has a significant effect on the Company's operations and financial results, and as such, qualifies for reporting as discontinued operations.

The Renewables business results of operations for the periods presented are reflected in the Company's consolidated statements of income and consolidated statements of cash flows as discontinued operations.

Additionally, refer to Note 13 "Discontinued Operations" for information regarding the assets and liabilities of the Renewable business that have been classified as assets and liabilities of discontinued operations in the Company's consolidated balance sheets for the periods presented.

Unless otherwise indicated, the consolidated financial statements disclosures and related information disclosed herein relate to the Company's continuing operations, which exclude its Renewables business, and the Company has recast prior period amounts to reflect discontinued operations.

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 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):

The following table provides a roll-forward of the allowance for credit losses for the six month period ended June 30, 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 $ 1,793

1 unchanged sentence

Accounts written off against allowance and other adjustments ( 50 )

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

Ending balance as of June 30, 2025 $ 1,890

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;

designing, engineering, manufacturing and installation of controlled environmental

agriculture, custom greenhouses and structural canopies;

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

Refer to Note 12 "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.

As of June 30, 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 and six months ended June 30, 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 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.

Unearned revenue as of June 30, 2025 and December 31, 2024 was $ 0.8 million and $ 0.7 million, respectively.

The Company recognized revenue of $ 12.6 million and $ 13.3 million during the six months ended June 30, 2025 and 2024, respectively, that was included in the contract liabilities balance of $ 15.4 million and $ 17.3 million at December 31, 2024 and 2023, respectively.

(4) INVENTORIES, NET

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Raw material $ 77,579 $ 48,019

2 unchanged sentences

Total inventories, net $ 125,860 $ 93,271

Reserve for excess, obsolete and slow moving inventory as of June 30, 2025 and December 31, 2024 was $ 3.1 million and $ 3.0 million, respectively.

(5) ACQUISITIONS

4 unchanged sentences

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.

The purchase consideration for this acquisition was $ 118.0 million, which includes a 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 Company purchased all the outstanding stock of one of the businesses and substantially all of the assets of 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.

38 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 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.

Since the acquisition dates of Lane Supply and the two privately held businesses through June 30, 2025, these acquisitions contributed approximately $ 65.3 million in net sales to the Company's consolidated statements of income.

The Company recognized costs related to recent acquisitions comprised of legal and consulting fees within selling, general, and administrative expense of $ 0.5 million and $ 3.1 million for the three and six months ended June 30, 2025, respectively.

No acquisition costs were incurred in the three and six months ended June 30, 2024, respectively.

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):

The following unaudited pro forma financial information represents a summary of the consolidated results of continuing operations of the Company for the three and six months ended June 30, 2025 and 2024, assuming these acquisitions had been completed on January 1, 2024 (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net sales $ 309,517 $ 318,994 $ 578,937 $ 597,479

Income from operations 27,736 31,941

Operating income 42,151 43,612 74,899 73,765

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.

The pro forma financial information is not necessarily indicative of the results of continuing 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 three months ended March 31, 2025 are as follows (in thousands):

Residential Agtech Renewables Infrastructure Total

The changes in the carrying amount of goodwill for the six months ended June 30, 2025 are as follows (in thousands):

Residential Agtech Infrastructure Total

Balance at December 31, 2024 $ 209,170 $ 82,341 $ 31,678 $ 323,189

1 unchanged sentence

Foreign currency translation — 961 — 961

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.

Balance at June 30, 2025 $ 257,497 $ 121,602 $ 31,678 $ 410,777

Goodwill is recognized net of accumulated impairment losses of $ 133.2 million as of June 30, 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 March 31, 2025 which would require an interim impairment test to be performed.

The Company determined that no triggering event had occurred as of June 30, 2025 which would require an interim impairment test to be performed.

Acquired Intangible Assets

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

Amount Accumulated

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Amortization expense $ 5,697 $ 1,560 $ 9,118 $ 3,198

3 unchanged sentences

(7) LONG-TERM DEBT

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

The Company had no outstanding debt as of June 30, 2025 and December 31, 2024.

Revolving Credit Facility

1 unchanged sentence

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

March 31, 2025 December 31, 2024

June 30, 2025 December 31, 2024

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

3 unchanged sentences

The Credit Agreement contains two financial covenants.

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

As of June 30, 2025, the Company was in compliance with all financial covenants.

The Credit Agreement terminates on December 8, 2027.

1 unchanged sentence

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.

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.

6 unchanged sentences

Equity-Based Awards - Settled in Stock

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:

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

Awards Number of

4 unchanged sentences

Restricted stock units 57,119 $ 64.20 33,846 $ 77.95

Deferred stock units 2,172 $ 52.95 3,340 $ 68.86

Common shares 13,032 $ 52.95 6,680 $ 68.86

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

8 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, 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 June 30, 2025 were $ 22.9 million, of which $ 4.3 million was included in current accrued expenses and $ 18.6 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 $ 17.0 million and $ 18.1 million at March 31, 2025 and December 31, 2024, respectively.

The value of the restricted stock units within the MSPP liabilities was $ 16.8 million and $ 18.1 million at June 30, 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

Six Months Ended

Restricted stock units credited 19,414 41,435

MSPP liabilities paid (in thousands) $ 1,928 $ 2,053

(9) PRODUCT WARRANTIES

The Company generally warrants that its products will be free from material defects in workmanship and materials.

Warranty reserve estimates are based on management’s judgment, considering such factors as historical experience, anticipated rates of claims, and other available information.

Management reviews and adjusts these estimates, if necessary, based on the differences between actual experience and historical estimates.

The reserve for product warranties is presented within accrued expenses on the Company’s consolidated balance sheets.

Activity in the product warranties is summarized as follows (in thousands):

Three Months Ended

Beginning balance $ 17,463 $ 9,139

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

(9) EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS

1 unchanged sentence

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 .

As a result, the Company has incurred costs related to discrete restructuring events for moving and closing facilities, severance and inventory write-downs during the six months ended June 30, 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):

3 unchanged sentences

Agtech 207 157 364 11 — 11

Renewables 4,530 81 4,611 269 — 269

Infrastructure — — — — — —

1 unchanged sentence

Total $ 1,425 $ 157 $ 1,582 $ 160 $ — $ 160

Six Months Ended

Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total

Residential $ 2,355 $ — $ 2,355 $ 145 $ ( 72 ) $ 73

Agtech 275 157 432 149 — 149

Infrastructure — — — — — —

Corporate 31 — 31 4 — 4

Total $ 2,661 $ 157 $ 2,818 $ 298 $ ( 72 ) $ 226

The following table provides a summary of where the exit activity costs and asset impairments were recorded in the consolidated statements of income (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Cost of sales $ 346 $ 11 $ 580 $ ( 61 )

5 unchanged sentences

Cash payments ( 2,256 ) ( 176 )

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

Balance at June 30 $ 526 $ 145

(10) INCOME TAXES

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Provision for income taxes (in thousands) $ 9,819 $ 11,147 $ 16,920 $ 19,387

Effective tax rate 25.0 % 26.5 % 24.4 % 26.4 %

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.

The effective tax rate for the three and six months ended June 30, 2025 and 2024, respectively, was greater than the U.S.

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

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Basic weighted average shares outstanding 29,717 30,588 30,027 30,580

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Common stock units 76 13 63 2

(12) SEGMENT INFORMATION

The Company has four reportable segments:

Residential, Agtech, Renewables and Infrastructure.

The Company has three reportable segments:

Residential, Agtech, 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.

3 unchanged sentences

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:

2 unchanged sentences

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

Three Months Ended June 30, 2025

Residential Agtech Infrastructure Total

Net sales $ 230,258 $ 54,092 $ 25,167 $ 309,517

3 unchanged sentences

Unallocated corporate expenses ( 10,694 )

Interest expense, net ( 354 )

Other income, net 105

Income before taxes from continuing operations $ 39,257

Three Months Ended June 30, 2024

Residential Agtech Infrastructure Total

Net sales $ 214,316 $ 34,508 $ 24,800 $ 273,624

Operating expenses (2) 171,003 32,226 18,585 221,814

Segment profit 43,313 2,282 6,215 51,810

Reconciliation of segment profit

Unallocated corporate expenses ( 10,988 )

Interest income, net 1,495

Other expense, net ( 186 )

Income before taxes $ 27,053

Three Months Ended March 31, 2024

Residential Agtech Renewables Infrastructure Total

Income before taxes from continuing operations $ 42,131

Six Months Ended June 30, 2025

Residential Agtech Infrastructure Total

Net sales $ 410,252 $ 99,132 $ 46,490 $ 555,874

5 unchanged sentences

Other income, net 29

Income before taxes $ 33,507

Income before taxes from continuing operations $ 69,473

Six Months Ended June 30, 2024

Residential Agtech Infrastructure Total

Net sales $ 399,427 $ 68,535 $ 46,672 $ 514,634

Operating expenses (2) 321,768 63,645 35,561 420,974

Segment profit 77,659 4,890 11,111 93,660

Reconciliation of segment profit

Unallocated corporate expenses ( 22,746 )

Interest income, net 2,245

Other income, net 166

Income before taxes from continuing operations $ 73,325

(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):

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

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Residential $ 3,239 $ 2,507 $ 5,766 $ 5,098

Agtech 4,539 808 7,299 1,638

Renewables 2,280 1,900

Infrastructure 699 747 1,400 1,492

5 unchanged sentences

Agtech 298,960 156,941

Renewables 368,587 390,881

Infrastructure 81,750 78,366

Unallocated corporate assets 66,495 295,350

Assets of discontinued operations 369,736 391,436

Total assets $ 1,482,752 $ 1,419,410

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

Three Months Ended June 30, 2025

Residential Agtech Infrastructure Total

Point in Time $ 230,258 $ 144 $ 11,674 $ 242,076

1 unchanged sentence

Total net sales $ 230,258 $ 54,092 $ 25,167 $ 309,517

Three Months Ended March 31, 2024

Residential Agtech Renewables Infrastructure Total

Three Months Ended June 30, 2024

Residential Agtech Infrastructure Total

Point in Time $ 212,524 $ 189 $ 10,839 $ 223,552

1 unchanged sentence

Total net sales $ 214,316 $ 34,508 $ 24,800 $ 273,624

Six Months Ended June 30, 2025

Residential Agtech Infrastructure Total

Point in Time $ 410,252 $ 420 $ 19,554 $ 430,226

Over Time — 98,712 26,936 125,648

Total net sales $ 410,252 $ 99,132 $ 46,490 $ 555,874

Six Months Ended June 30, 2024

Residential Agtech Infrastructure Total

Point in Time $ 395,856 $ 2,528 $ 17,149 $ 415,533

Over Time 3,571 66,007 29,523 99,101

Total net sales $ 399,427 $ 68,535 $ 46,672 $ 514,634

(13) DISCONTINUED OPERATIONS

In June 2025, the Company committed to a plan to sell its Renewables business, which represents a strategic shift in operations.

The decision was driven by a change in the Company's long-term strategy to focus its asset portfolio and resources on its Residential, Agtech and Infrastructure segments.

The Renewables business was classified as held for sale as of June 30, 2025, and met the criteria for discontinued operations.

As of June 30, 2025, the Company has engaged a third-party financial advisor to assist in locating a buyer and the sale is expected to be completed with a third-party buyer within twelve months.

The Renewables business was previously reported under the Renewables segment in accordance with ASC Subtopic 280.

Upon classifying the Renewables business as held for sale and as a discontinued operation, the Company conducted a fair value measurement analysis and determined that the Renewables business' fair value less cost to sell was greater that its carrying amount.

As a result, no related measurement adjustment was recognized in the consolidated statements of income for the three and six months ended June 30, 2025.

The following table provides the carrying amounts and a reconciliation of the major classes of assets and liabilities included in discontinued operations related to the Renewables business which have been segregated from the Company's continuing operations and are reported as assets and liabilities of discontinued operations held for sale, respectively, in the consolidated balance sheets at (in thousands):

2025 December 31,

Assets of the discontinued operations:

Trade receivables, net $ 52,781 $ 54,452

Costs in excess of billings, net 13,093 15,753

Inventories, net 39,267 44,869

Prepaid expenses and other current assets 7,154 17,466

Total current assets 112,295 132,540

Property, plant, and equipment, net 21,448 22,741

Operating lease assets 5,460 3,463

Goodwill 184,230 184,230

Acquired intangibles 46,303 48,462

Total non-current assets 257,441 258,896

Total assets classified as discontinued operations (1) $ 369,736 $ 391,436

Liabilities of the discontinued operations:

Accounts payable $ 22,380 $ 26,703

Accrued expenses 30,622 29,759

Billings in excess of costs 29,441 27,021

Total current liabilities 82,443 83,483

Deferred income taxes 7,649 7,649

Non-current operating lease liabilities 3,856 1,734

Total non-current liabilities 11,505 9,383

Total liabilities classified as discontinued operations (1) $ 93,948 $ 92,866

(1) Total held for sale assets and liabilities of the discontinued operations are classified as current on the June 30, 2025 consolidated balance sheet as it is probable that the sale will occur and proceeds will be collected within one year.

The following table is the components of the (loss) income from discontinued operations before taxes (in thousands):

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

Net sales $ 53,588 $ 79,381 $ 97,246 $ 130,877

Operating expenses 58,969 77,895 105,790 127,078

(Loss) income before taxes $ ( 5,381 ) $ 1,486 $ ( 8,544 ) $ 3,799

(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.

On July 4, 2025, the U.S.

enacted a budget reconciliation package known as the One Big Beautiful Bill Act of 2025 ("OBBBA").

Changes in tax laws may affect recorded deferred tax assets and deferred tax liabilities and the Company's effective tax rate in the future.

The Company continues to evaluate the impacts that OBBBA may have on its Consolidated Financial Statements and currently, does not expect any material change to its ongoing tax rate as a result of this legislation.

On July 31, 2025, the Company purchased substantially all of the assets of a privately held business within its Residential segment that primarily specializes in the manufacturing of metal roofing systems, for $ 16.0 million in an all cash transaction, subject to customary working capital and other adjustments, and for which 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