What changed in this filing

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Item 1. Financial Statements

2025-10-30 compared with 2025-08-06 · 132 added, 97 removed, 460 unchanged (33% of the section changed)

1 unchanged sentence

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

11 unchanged sentences

(Loss) income before taxes from discontinued operations ( 163,178 ) 772 ( 171,722 ) 4,571

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

(Benefit of) provision for income taxes ( 40,911 ) 545 ( 44,025 ) 1,138

(Loss) income from discontinued operations ( 122,267 ) 227 ( 127,697 ) 3,433

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

Net (loss) income $ ( 89,062 ) $ 34,039 $ ( 41,939 ) $ 91,183

Net earnings per share – Basic:

1 unchanged sentence

(Loss) income from discontinued operations ( 4.11 ) — ( 4.27 ) 0.11

Net income $ 0.87 $ 1.05 $ 1.57 $ 1.87

Net (loss) income $ ( 2.99 ) $ 1.11 $ ( 1.40 ) $ 2.98

Weighted average shares outstanding – Basic 29,736 30,530 29,925 30,564

2 unchanged sentences

(Loss) income from discontinued operations ( 4.09 ) 0.01 ( 4.25 ) 0.11

Net income $ 0.87 $ 1.05 $ 1.56 $ 1.86

Net (loss) income $ ( 2.98 ) $ 1.11 $ ( 1.40 ) $ 2.96

Weighted average shares outstanding – Diluted 29,863 30,750 30,038 30,788

1 unchanged sentence

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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

Other comprehensive income (loss):

Net (loss) income $ ( 89,062 ) $ 34,039 $ ( 41,939 ) $ 91,183

Other comprehensive (loss) income:

Foreign currency translation adjustment ( 765 ) 703 1,546 ( 679 )

Total comprehensive income $ 28,266 $ 31,780 $ 49,434 $ 55,762

Total comprehensive (loss) income $ ( 89,827 ) $ 34,742 $ ( 40,393 ) $ 90,504

See accompanying notes to consolidated financial statements.

2 unchanged sentences

(in thousands, except per share data)

September 30,

2025 December 31,

45 unchanged sentences

(in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash Flows from Operating Activities

Net income $ 47,123 $ 57,144

Net (loss) income $ ( 41,939 ) $ 91,183

(Loss) income from discontinued operations ( 127,697 ) 3,433

3 unchanged sentences

Stock compensation expense 7,465 8,002

Provision for (benefit of) deferred income taxes 7 ( 615 )

Other, net 1,154 4,156

6 unchanged sentences

Net cash provided by operating activities of continuing operations 105,380 131,551

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

Net cash provided by operating activities of discontinued operations 26,168 22,784

Net cash provided by operating activities 131,548 154,335

8 unchanged sentences

Purchase of common stock at market prices ( 63,740 ) ( 10,940 )

Net proceeds from issuance of common stock 198 —

Net cash used in financing activities ( 63,542 ) ( 10,940 )

12 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

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

Net loss — — — ( 89,062 ) — — — ( 89,062 )

Foreign currency translation adjustment — — — — ( 765 ) — — ( 765 )

1 unchanged sentence

Net settlement of restricted stock units 52 1 ( 1 ) — — 20 ( 1,241 ) ( 1,241 )

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

Stock options exercised 5 — 198 — — — — 198

Excise tax on repurchase of common stock — — — — — — 6 6

Balance at September 30, 2025 34,476 $ 345 $ 351,914 $ 833,912 $ ( 3,780 ) 4,933 $ ( 230,617 ) $ 951,774

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

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

Net income — — — 34,039 — — — 34,039

2 unchanged sentences

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

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

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

See accompanying notes to consolidated financial statements.

8 unchanged sentences

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

Net income — — — 47,123 — — — 47,123

Net loss — — — ( 41,939 ) — — — ( 41,939 )

Foreign currency translation adjustment — — — — 1,546 — — 1,546

2 unchanged sentences

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

Stock options exercised 5 — 198 — — — — 198

Excise tax on repurchase of common stock — — — — — — ( 485 ) ( 485 )

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

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

Balance at September 30, 2025 34,476 $ 345 $ 351,914 $ 833,912 $ ( 3,780 ) 4,933 $ ( 230,617 ) $ 951,774

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

4 unchanged sentences

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

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

See accompanying notes to consolidated financial statements.

13 unchanged sentences

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.

The Renewables business results of operations for the periods presented are reflected in the Company's consolidated statements of operations 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 Renewables 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.

3 unchanged sentences

(2) TRADE RECEIVABLES, NET

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):

The following table provides a roll-forward of the allowance for credit losses for the nine month period ended September 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 ( 30 )

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

Ending balance as of September 30, 2025 $ 2,394

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 controlled environment

agriculture structures, 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 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.

As of September 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 nine months ended September 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 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.

Unearned revenue as of September 30, 2025 and December 31, 2024 was $ 1.0 million and $ 0.7 million, respectively.

The Company recognized revenue of $ 13.4 million and $ 15.0 million during the nine months ended September 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):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw material $ 73,708 $ 48,019

2 unchanged sentences

Total inventories, net $ 121,562 $ 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.

Reserve for excess, obsolete and slow moving inventory as of September 30, 2025 and December 31, 2024 was $ 3.2 million and $ 3.0 million, respectively.

(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.

During the nine months ended September 30, 2025, the Company acquired four 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 three 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.

4 unchanged sentences

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 $ 90.5 million, which includes preliminary working capital adjustments and certain other adjustments provided for in the purchase agreements.

On July 31, 2025, the Company purchased substantially all the assets of another privately held business within its Residential segment that primarily specializes in the manufacturing of metal roofing systems and roofing accessories.

The preliminary purchase consideration for this acquisition was $ 16.0 million, which includes preliminary working capital adjustments and certain other adjustments provided for in the asset purchase agreement.

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.

4 unchanged sentences

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.

Since the respective acquisition dates, the Company has recorded measurement-period adjustments, including an adjustment related to the acquisition of one of the privately held businesses acquired on March 31, 2025 as a result of new information obtained about facts and circumstances that existed as of the acquisition date and included an increase of $ 26.3 million to acquired intangible assets and a corresponding decrease to goodwill.

The impact of this adjustment, and other measurement-period adjustments, which would have been recognized in previous periods if the provisional amounts had been finalized as of the respective acquisition dates, have not materially impacted the Company's consolidated statements of operations.

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.

16 unchanged sentences

Total $ 66,900

For the acquisition of the two metal roofing businesses, the preliminary excess consideration was recorded as goodwill and approximated $ 48.3 million, all of which is deductible for tax purposes.

For the acquisition of the two metal roofing businesses acquired on March 31, 2025, the preliminary excess consideration was recorded as goodwill and approximated $ 28.9 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):

For the acquisition of the metal roofing business acquired on July 31, 2025, the preliminary excess consideration was recorded as goodwill and approximated $ 12.4 million, all of which is deductible for tax purposes.

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

The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed in the acquisitions of the three metal roofing businesses is as follows as of the respective date of the acquisitions (in thousands):

Working capital 11,777

5 unchanged sentences

Fair value of purchase consideration $ 106,464

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

The intangible assets acquired in the three metal roofing business acquisitions consisted of the following (in thousands):

Fair Value Weighted-Average Amortization Period

3 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.

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.

Since their respective acquisition dates through September 30, 2025, Lane Supply and the three privately held businesses contributed approximately $ 121.6 million in net sales and $ 9.6 million in operating income.

The Company recognized costs related to recent acquisitions comprised of legal and consulting fees within selling, general, and administrative expense of $ 0.8 million and $ 3.9 million for the three and nine months ended September 30, 2025, respectively.

No acquisition costs were incurred in the three and nine months ended September 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 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):

As the the Company acquired the following businesses during the nine months ended September 30, 2025, the following periods are not included in the Company's consolidated statements of operations by acquisition as follows:

Acquisition Date Acquired Period Not Included:

Lane Supply February 11, 2025 January 1, 2025 February 10, 2025

Privately held metal roofing businesses March 31, 2025 January 1, 2025 March 30, 2025

Privately held metal roofing business July 31, 2025 January 1, 2025 July 30, 2025

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

(6) GOODWILL AND RELATED INTANGIBLE ASSETS

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

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

Residential Agtech Infrastructure Total

2 unchanged sentences

Foreign currency translation — 651 — 651

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.

Balance at September 30, 2025 $ 250,524 $ 121,273 $ 31,678 $ 403,475

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

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

Acquired Intangible Assets

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Amount Accumulated

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

(7) LONG-TERM DEBT

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

The Company had no outstanding debt as of September 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):

June 30, 2025 December 31, 2024

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

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

The Credit Agreement terminates on December 8, 2027.

10 unchanged sentences

Equity-Based Awards - Settled in Stock

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:

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:

Awards Number of

16 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, 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 September 30, 2025 were $ 23.2 million, of which $ 4.3 million was included in current accrued expenses and $ 18.9 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 $ 16.8 million and $ 18.1 million at June 30, 2025 and December 31, 2024, respectively.

The value of the restricted stock units within the MSPP liabilities was $ 16.5 million and $ 18.1 million at September 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:

Six Months Ended

Nine Months Ended

September 30,

Restricted stock units credited 20,605 42,476

2 unchanged sentences

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 and inventory write-downs during the six months ended June 30, 2025 .

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

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 nine months ended September 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):

Three Months Ended

September 30,

Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total

4 unchanged sentences

Total $ 1,297 $ — $ 1,297 $ 465 $ — $ 465

Six Months Ended

Nine Months Ended

September 30,

Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total

4 unchanged sentences

Total $ 3,958 $ 157 $ 4,115 $ 763 $ ( 72 ) $ 691

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):

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

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

Cash payments ( 3,598 ) ( 474 )

Balance at June 30 $ 526 $ 145

Balance at September 30 $ 481 $ 312

(10) INCOME TAXES

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Effective tax rate 20.8 % 24.4 % 23.0 % 25.7 %

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

The effective tax rate for the three months ended September 30, 2025 was less than the U.S.

federal statutory rate of 21% due to favorable discrete items related to an excess tax benefit on stock-based compensation and the benefit of purchased tax credits that will be carried back to prior tax years.

The effective tax rate for the nine months ended September 30, 2025 was greater than the U.S.

federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by the discrete items as previously noted.

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

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

• 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.

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

• 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 June 30, 2025

Three Months Ended September 30, 2025

Residential Agtech Infrastructure Total

1 unchanged sentence

Operating expenses (2) 189,854 54,387 18,351 262,592

Segment profit (loss) 43,611 ( 494 ) 7,083 50,200

Segment profit 40,432 3,178 4,737 48,347

Reconciliation of segment profit

3 unchanged sentences

Income before taxes from continuing operations $ 41,929

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Residential Agtech Infrastructure Total

7 unchanged sentences

Income before taxes from continuing operations $ 44,702

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Residential Agtech Infrastructure Total

7 unchanged sentences

Income before taxes from continuing operations $ 111,402

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Residential Agtech Infrastructure Total

5 unchanged sentences

Interest income, net 4,176

Other income, net 166

Other expense, net ( 236 )

Income before taxes from continuing operations $ 118,027

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Total depreciation and amortization $ 7,001 $ 4,719 $ 23,101 $ 14,185

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

The following table represents the assets of the reported segments, unallocated corporate assets and assets of discontinued operations as of (in thousands):

September 30,

2025 December 31,

6 unchanged sentences

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

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 230,286 $ 57,565 $ 23,088 $ 310,939

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 212,363 $ 41,527 $ 23,242 $ 277,132

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Residential Agtech Infrastructure Total

2 unchanged sentences

Total net sales $ 640,538 $ 156,697 $ 69,578 $ 866,813

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Residential Agtech Infrastructure Total

6 unchanged sentences

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 Company is currently engaged in an active program to sell the business.

The sale is expected to be completed with a third-party buyer within twelve months from the date the Company committed to the plan.

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.

Upon classifying the Renewables business as held for sale and as a discontinued operation at June 30, 2025, 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.

Subsequently, the Company determined that the fair value of the Renewables business as of the quarter ended September 30, 2025 had declined due to various headwinds in the renewables sector and other geopolitical factors, resulting in lower credible purchase offers received from market participants during the quarter.

As such, the carrying amount was written down to its fair value less the costs to sell as of September 30, 2025 resulting in the recognition of an impairment loss before income taxes of $ 162.7 million.

This fair value measurement is categorized within Level 3 of the fair value hierarchy based on significant unobservable inputs in accordance with ASC Topic 820.

This impairment loss is reflected in the consolidated statements of operations for the three and nine months ended September 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):

September 30,

2025 December 31,

4 unchanged sentences

Prepaid expenses and other current assets 4,188 17,466

Total current assets 112,295 132,540

Property, plant, and equipment, net 21,489 22,741

2 unchanged sentences

Acquired intangibles 46,303 48,462

Total non-current assets 257,441 258,896

Deferred income taxes 32,031 —

Impairment loss ( 162,667 ) —

Total assets classified as discontinued operations (1) $ 240,969 $ 391,436

3 unchanged sentences

Billings in excess of costs 29,073 27,021

Total current liabilities 82,443 83,483

Deferred income taxes — 7,649

Non-current operating lease liabilities 3,872 1,734

Total non-current liabilities 11,505 9,383

Total liabilities classified as discontinued operations (1) $ 94,288 $ 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.

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

Amounts as of December 31, 2024 are classified as current and long-term respectively in the consolidated balance sheet.

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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Operating expenses 73,031 83,292 178,821 210,370

Impairment loss ( 162,667 ) — ( 162,667 ) —

(Loss) income before taxes $ ( 163,178 ) $ 772 $ ( 171,722 ) $ 4,571

(14) SUBSEQUENT EVENT

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