What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-05-07 compared with 2025-10-30 · 139 added, 179 removed, 70 unchanged (82% of the section changed)

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The Company believes consolidated gross margin, consolidated operating margin, and operating margin by segment may be useful to investors in evaluating the profitability of the Company's segments and the Company on a consolidated basis.

Gibraltar Industries, Inc.

(the "Company") is a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets.

The Company operates and reports its results in the following three reporting segments:

• Residential

• Infrastructure

The Company's continuing operations serve customers primarily in North America including home improvement retailers, wholesalers, distributors, contractors, institutional and commercial growers of fruits, vegetables, flowers and other plants, convenience stores, travel centers, food retailers, and quick-serve restaurants.

At September 30, 2025, the Company's continuing operations operated in thirty-six facilities, comprised of thirty-one manufacturing facilities and five offices, which are located in twenty states, Canada, and China.

The Company is a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets, and it operates and reports its results through three reporting segments:

Residential, Agtech, and Infrastructure.

The Company serves customers primarily in the U.S.

and Canada including home improvement retailers, wholesalers, distributors, contractors, institutional and commercial growers of fruits, vegetables, flowers and other plants.

On February 2, 2026, the Company acquired OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems.

The acquisition of OmniMax furthers the Company's goal of helping innovate and reshape the markets in which it operates and provide better solutions for its customers and the channels it serves.

As of March 31, 2026, the Company's continuing operations operated in fifty-six facilities, comprised of fifty manufacturing facilities, strategically located across twenty-three states and Canada, and six offices, including a sourcing office located in China.

The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of the Company's markets.

Recent Trends

Impacts of Macroeconomic Conditions on our Business

The Company is closely monitoring the fluid nature of the current macroeconomic conditions as it could be adversely impacted by the potential expansion of tariffs for imports of raw materials, primarily steel and aluminum, used in its manufacturing processes, as well as responsive or related policies enacted in other countries.

The global and regional economic conditions may cause volatility in demand for our products as well as cost of materials and logistics.

These conditions may result in impacts to the pricing of the Company's products, product availability and its results of operations, for which such impact is uncertain at this time.

Impacts of Macroeconomic and Geopolitical Conditions on Our Business

The Company continues to monitor macroeconomic and geopolitical conditions that may adversely affect its business, results of operations, and liquidity.

These factors include global economic uncertainty, inflationary pressures, supply chain disruptions, changes in interest rates and foreign currency exchange rates, labor availability, international conflicts, and evolving trade and tariff policies.

Volatility in these conditions may impact demand for the Company’s products, input costs, logistics expenses, and the timing of customer orders, resulting in variability in operating results.

In addition, geopolitical instability in regions, including the Middle East, have and may continue to disrupt logistics networks, increase energy and transportation costs, affecting regional customers and suppliers.

Changes in U.S.

trade policy, including modifications to tariffs on certain steel and aluminum related products, may also increase costs or require changes to sourcing practices.

The ultimate impact of these conditions remains uncertain and will depend on future developments and the duration and severity of these events.

Business Strategy

The Company's mission is to make life better for people and the planet, fueled by advancing the disciplines of engineering, science, and technology.

The Company is innovating to reshape critical markets in comfortable living and productive growing throughout North America.

Furthermore, the Company strives to create compounding and sustainable value for its stockholders and stakeholders with strong and relevant leadership positions in higher growth, profitable end markets focused on addressing some of the world's most challenging opportunities.

The Company's mission, to make life better for people and the planet, is fueled by advancing the disciplines of engineering, science, and technology.

The Company strives to create compounding and sustainable value for its stockholders and stakeholders by maintaining strong, relevant leadership positions in higher-growth profitable end markets while continuously innovating its products, services, and business processes to further optimize the important end markets it serves in the U.S.

residential and light commercial housing, infrastructure, and controlled environment agriculture growing and research.

The foundation of the Company's strategy is built on three core pillars:

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The Company's focus is on creating an environment for our people to have the best opportunity for success, continue to develop, grow and learn.

At the core of this pillar is the Company’s development process focused on helping employees reach their potential, improve performance, develop career roadmaps, identify ongoing education requirements, and succession plans.

The Company believes doing so helps it attract and retain the best people to execute its business plans.

The Company believes the key elements of the Company's strategy enable the Company to respond timely to changes in the end markets the Company serves, including the broader market dynamics experienced over the past few years.

The Company continues to examine the need for restructuring of the Company's operations, including consolidation of facilities, reducing overhead costs, curtailing investments in working capital, and managing the Company's business to generate incremental cash.

The Company believes its strategy enables the Company to respond to volatility in commodity and other input costs and fluctuations in customer demand, along with striving to maintain and improve margins.

The Company has used cash flows generated by these initiatives to improve the Company's liquidity position, invest in growth initiatives, including most recently the acquisition of three businesses in separate transactions all of which were funded with cash on hand, and return capital to the Company's shareholders through share repurchases.

Overall, the Company continues to strive to achieve stronger financial results, make more efficient use of capital, and deliver higher stockholder returns.

Recent Developments

On July 31, 2025, the Company purchased substantially all of the assets of a privately held business 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.

This business will be reported as part of the Company's Residential segment.

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.

On March 31, 2025, the Company acquired two privately held businesses that primarily specialize in the manufacturing of metal roofing systems.

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 million in an all cash transaction.

These businesses are reported as part of the Company's Residential segment.

On February 11, 2025, the Company purchased all the outstanding stock of 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, for $117 million in an all cash transaction.

Lane Supply is reported as part of the Company's Agtech segment.

On December 17, 2024, the Company sold its electronic locker business within its Residential segment to a third party and received net proceeds of $28 million.

The Company continues to transform itself to focus on providing solutions to some of today's most significant challenges—including living in safe and comfortable housing, growing food more sustainably, and improving the infrastructure across the U.S.

The Company's strategy is to continue to broaden its presence and product portfolio with the addition of new products, while simultaneously investing in its customer relationships and its go-to-market infrastructure.

The acquisition of OmniMax strengthens the Company's presence in its largest and highly profitable residential segment and represents a transformative strategic step intended to rapidly accelerate the Company's building products revenue growth.

In addition, the Company's 2025 acquisition, Lane Supply within its Agtech segment, expands the Company's structures business to service complementary markets, such as fuel stations and convenience stores.

Acquisition of OmniMax

On February 2, 2026, Gibraltar completed the acquisition of OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems, for a purchase price of $1.335 billion in cash.

The acquisition was pursuant to the terms and conditions of the Securities Purchase Agreement, among the Company, Barnsbury Estate LLC and Arundel Square Garden, LLC, dated November 16, 2025.

The Company believes that the addition of OmniMax's complementary brands, product portfolio and geographic footprint accelerates the Company's presence in its largest and most profitable business segment, creates a more optimal operating platform to serve customers and partner with suppliers, and opens new opportunities for growth with new and existing customers across the U.S.

OmniMax will be reported as part of the Company's Residential segment.

Additional Recent Developments

As referred to above, on February 2, 2026, the Company completed the acquisition of OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems.

In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions from time to time party thereto.

The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $500 million, (ii) a senior secured term loan A facility in an initial aggregate principal amount of up to $650 million and (iii) a senior secured term loan B facility in an initial aggregate principal amount of up to $650 million.

Borrowings under the Credit Agreement were used, together with cash on hand, to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses.

The Revolving Credit Facility may be used for working capital and other general corporate purposes.

The Revolving Credit Facility and Term Loan A Facility mature on February 2, 2031, and the Term Loan B Facility matures on February 2, 2033.

In connection with the entry into the Credit Agreement, on February 2, 2026, the Company terminated its existing credit agreement, dated as of December 8, 2022, and repaid all amounts outstanding thereunder.

On February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance of systems products.

The sale of these assets generated net proceeds of approximately $70 million in cash, subject to working capital and other customary post-closing adjustments, that were applied to debt reduction.

Refer to "Discontinued Operations" below for more information on the Renewables business which was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements.

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 decision was driven by a change in the Company's 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.

On September 30, 2025 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.

Subsequent to classification as held for sale and as discontinued operations, the Company recognized a combined impairment loss and remeasurement adjustment in aggregate of approximately $223 million before income taxes.

Unless otherwise indicated, all results and information presented exclude discontinued operations disclosures.

As referred to above, on February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance-of-systems products.

The remaining portion of the Renewables business is classified as held for sale and as discontinued operations.

See Note 13 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on discontinued operations.

Results of Operations

Three Months Ended September 30, 2025 Compared to the Three Months Ended September 30, 2024

The following table sets forth selected results of operations data and percentage of net sales for the three months ended September 30 (in thousands):

Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025

The following table sets forth selected results of operations data and percentage of net sales for the three months ended March 31 (in thousands):

Net sales $ 356,287 100.0 % $ 246,357 100.0 %

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Selling, general, and administrative expense 83,327 23.4 % 41,198 16.8 %

Income from operations 39,942 12.8 % 43,173 15.6 %

(Loss) income from operations (4,456) (1.3) % 28,655 11.6 %

Interest expense (income) 13,024 3.6 % (1,637) (0.7) %

Other (income) expense (814) (0.2) % 76 0.0 %

Income before taxes 41,929 13.5 % 44,702 16.1 %

Provision for income taxes 8,724 2.8 % 10,890 3.9 %

Income from continuing operations 33,205 10.7 % 33,812 12.2 %

(Loss) income from discontinued operations (122,267) (39.3) % 227 0.1 %

(Loss) income before taxes (16,666) (4.7) % 30,216 12.3 %

(Benefit of) provision for income taxes (4,614) (1.3) % 7,101 2.9 %

(Loss) income from continuing operations (12,052) (3.4) % 23,115 9.4 %

Loss from discontinued operations (55,418) (15.5) % (1,996) (0.8) %

Net (loss) income $ (67,470) (18.9) % $ 21,119 8.6 %

The following table sets forth the Company’s net sales by reportable segment for the three months ended September 30, (in thousands):

The following table sets forth the Company’s net sales by reportable segment for the three months ended March 31, (in thousands):

2026 2025 Total

Change Acquisitions Portfolio Management Ongoing Operations

Change Acquisitions Ongoing Operations

Residential $ 281,435 $ 179,994 $ 101,441 $ 107,328 $ (5,887)

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Consolidated $ 356,287 $ 246,357 $ 109,930 $ 119,103 $ (9,173)

Consolidated net sales increased by $33.8 million, or 12.2%, to $310.9 million for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

The increase in revenue was driven by $56.3 million of net sales generated from the Company's current year acquisitions, along with participation gains in the residential building accessories business.

This increase was partially offset by a delayed project start in the Agtech segment, along with softness in the residential mail and package business.

Consolidated backlog increased 50% to $257 million, as compared to the end of the prior year quarter.

Net sales in the Company's Residential segment increased $17.9 million, or 8.4%, to $230.3 million for the three months ended September 30, 2025 compared to $212.4 million for the three months ended September 30, 2024.

The revenue of $22.9 million generated from the current year acquisition of the three metal roofing manufacturers, along with participation gains from local market expansion in the building accessories business more than offset continued slowness in mail and package product sales, which are driven mainly by new construction starts.

Portfolio management activities in the prior year, related to the sale of the Company's residential electronic locker business, also partially offset the increase.

Net sales in the Company's Agtech segment increased 38.8%, or $16.0 million, to $57.6 million for the three months ended September 30, 2025 compared to $41.5 million for the three months ended September 30, 2024.

The revenue increase was largely due to $33.4 million generated from the acquisition of Lane Supply, which more than offset the decrease in organic sales, which was due to a timing shift in a large new project start.

Backlog increased 96% year over year in this segment, including organic backlog growth of 75%.

Net sales in the Company's Infrastructure segment were slightly down for the three months ended September 30, 2025 compared to the three months ended September 30, 2024, impacted by a supplier transition resulting in revenue shifting into the fourth quarter.

Consolidated net sales increased by $109.9 million, or 44.6%, to $356.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

The increase in revenue was driven by $119.1 million, which is a combined total of net sales generated from the Company's current year acquisition of OmniMax along with incremental sales generated from the Company's prior year acquisitions.

This increase was partially offset by softness in the building accessories end market, the timing of price/cost adjustments, business and product mix, and anticipated lower Agtech volumes resulting from project timing.

Consolidated backlog decreased 10% to $168 million, as compared to the end of the prior year quarter.

Net sales in the Company's Residential segment increased $101.4 million, or 56.3%, to $281.4 million for the three months ended March 31, 2026 compared to $180.0 million for the three months ended March 31, 2025.

The revenue of $107.3 million generated from the current year acquisition of OmniMax and the prior year acquisitions of the three metal roofing manufacturers, more than offset a 3% organic net sales decrease, which was a result of a soft end market along with timing of price/cost adjustments and business and product mix.

Net sales in the Company's Agtech segment increased 23.6%, or $10.6 million, to $55.6 million for the three months ended March 31, 2026 compared to $45.0 million for the three months ended March 31, 2025.

The revenue increase was largely due to $11.8 million of incremental sales generated from the prior year acquisition of Lane Supply, which more than offset the decrease in organic sales, which was due to timing of projects.

Backlog decreased 13% year over year in this segment.

Net sales in the Company's Infrastructure segment decreased $2.1 million, or 9.9%, to $19.2 million for the three months ended March 31, 2026 compared to $21.3 million for the three months ended March 31, 2025, impacted by production timing.

Backlog decreased 3% from the prior year, though demand and quoting activity remained strong.

The Company's consolidated gross margin decreased to 26.6% for the three months ended September 30, 2025 compared to 29.4% for the three months ended September 30, 2024.

The decrease was driven by product line mix, partially offset by overall continued operational efficiencies along with 80/20 initiatives.

Selling, general, and administrative ("SG&A") expense increased by $4.6 million, or 12.0% to $42.8 million for the three months ended September 30, 2025 compared to $38.2 million for the three months ended September 30, 2024.

The $4.6 million increase was primarily due to incremental SG&A expense incurred by recent acquisitions, partially offset by lower performance-based compensation expense as compared to the prior year quarter.

SG&A expense as a percentage of net sales was flat at 13.8% for the three months ended September 30, 2025 and 2024, respectively.

The following table sets forth the Company’s income from operations and income from operations as a percentage of net sales by reportable segment for the three months ended September 30, (in thousands):

The Company's consolidated gross margin decreased to 22.1% for the three months ended March 31, 2026 compared to 28.4% for the three months ended March 31, 2025.

The decrease was driven by business and product line mix, unfavorable alignment of price/material cost, and amortization of fair market value adjustments from business combinations, partially offset by overall continued operational efficiencies along with 80/20 initiatives.

Selling, general, and administrative ("SG&A") expense increased by $42.1 million, or 102.3% to $83.3 million for the three months ended March 31, 2026 compared to $41.2 million for the three months ended March 31, 2025.

The $42.1 million increase was primarily due to incremental SG&A expense incurred by recent acquisitions, along with higher acquisition-related expense as compared to the prior year quarter.

SG&A expense as a percentage of net sales increased to 23.4% for the three months ended March 31, 2026 compared to 16.8% for the three months ended March 31, 2025.

The following table sets forth the Company’s operating (loss) income and operating (loss) income as a percentage of net sales by reportable segment for the three months ended March 31, (in thousands):

2026 2025 Total

Income from operations:

Operating (loss) income

Residential $ 20,246 7.2 % $ 31,260 17.4 % $ (11,014)

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Unallocated Corporate Expenses (31,746) (8.9) % (11,248) (4.6) % (20,498)

Consolidated income from operations $ 39,942 12.8 % $ 43,173 15.6 % $ (3,231)

Consolidated operating (loss) income $ (4,456) (1.3) % $ 28,655 11.6 % $ (33,111)

The Residential segment generated an operating margin of 7.2% in the current year quarter compared to 17.4% in the prior year quarter.

Operating margin declined year over year, primarily as a result of product mix and higher integration costs incurred during the current year quarter.

Operating margin declined year over year, primarily as a result of price/cost alignment, early stage production inefficiencies and the timing of productivity and integration actions and acquisition charges, along with business and product mix during the current year quarter.

The Agtech segment generated an operating margin of 6.0% in the current year quarter compared to 7.5% in the prior year quarter.

Operating margin declined year over year due to lower organic volumes along with the impact of integration activities for Lane Supply.

The Infrastructure segment generated an operating margin of 20.5% during the three months ended September 30, 2025 compared to 27.9% during the three months ended September 30, 2024.

The margin decline year over year was the result of the inefficiency related to the supplier transition.

Unallocated corporate expenses decreased $0.8 million to $8.4 million during the three months ended September 30, 2025 from $9.2 million during the three months ended September 30, 2024.

The decrease was largely the result of lower performance-based compensation expense partially offset by higher acquisition-related expense as compared to the prior year quarter.

Interest expense recorded by the Company during the three months ended September 30, 2025 was the result of maintenance fees associated with the revolving credit facility and was nearly offset by earnings on certain interest-bearing cash accounts.

The Company recorded interest income of $1.9 million for the three months ended September 30, 2024, the result of earnings on certain interest-bearing cash accounts.

The Company recorded other income of $2.0 million for the three months ended September 30, 2025, compared to other expense of $0.4 million for the three months ended September 30, 2024.

The Company recognized a provision for income taxes of $8.7 million and $10.9 million, with effective tax rates of 20.8% and 24.4% for the three months ended September 30, 2025, and 2024, respectively.

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 three 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.

Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

The following table sets forth selected results of operations data and percentage of net sales for the nine months ended September 30 (in thousands):

Net sales $ 866,813 100.0 % $ 791,766 100.0 %

Cost of sales 626,379 72.3 % 554,967 70.1 %

Gross profit 240,434 27.7 % 236,799 29.9 %

Selling, general, and administrative expense 132,331 15.2 % 122,712 15.5 %

Income from operations 108,103 12.5 % 114,087 14.4 %

Interest income (1,281) (0.2) % (4,176) (0.5) %

Other (income) expense (2,018) (0.2) % 236 0.0 %

Income before taxes 111,402 12.9 % 118,027 14.9 %

Provision for income taxes 25,644 3.0 % 30,277 3.8 %

Income from continuing operations 85,758 9.9 % 87,750 11.1 %

(Loss) income from discontinued operations (127,697) (14.7) % 3,433 0.4 %

Net (loss) income $ (41,939) (4.8) % $ 91,183 11.5 %

The following table sets forth the Company’s net sales by reportable segment for the nine months ended September 30, (in thousands):

2025 2024 Total

Change Acquisitions Portfolio Management Ongoing Operations

Residential $ 640,538 $ 611,790 $ 28,748 $ 43,552 $ (8,111) $ (6,693)

Agtech 156,697 110,062 46,635 78,048 — (31,413)

Infrastructure 69,578 69,914 (336) — — (336)

Consolidated $ 866,813 $ 791,766 $ 75,047 $ 121,600 $ (8,111) $ (38,442)

Consolidated net sales increased by $75.0 million, or 9.5%, to $866.8 million for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The increase in revenue was driven by $121.6 million of net sales generated from the current year acquisitions along with participation gains in the residential building accessories business.

This increase was partially offset by delayed project starts in the Agtech segment, along with softness in the residential mail and package business.

Consolidated backlog increased 50% to $257 million, as compared to the prior year period.

Net sales in the Company's Residential segment increased $28.7 million, or 4.7%, to $640.5 million for the nine months ended September 30, 2025 compared to $611.8 million for the nine months ended September 30, 2024.

The revenue of $43.6 million generated from the current year acquisitions of the three metal roofing manufacturers, along with participation gains from local market expansion in the building accessories business more than offset continued slowness in mail and package product sales, which are driven mainly by new construction starts.

Portfolio management activities in the prior year, related to the sale of the Company's residential electronic locker business, also partially offset the increase.

Net sales in the Company's Agtech segment increased 42.3%, or $46.6 million, to $156.7 million for the nine months ended September 30, 2025 compared to $110.1 million for the nine months ended September 30, 2024.

The revenue increase was largely due to $78.0 million generated from the current year acquisition of Lane Supply, which more than offset the decrease in organic sales, due in part to timing shifts in large new project starts.

Backlog increased 96% year over year in this segment, including organic backlog growth of 75%.

Net sales in the Company's Infrastructure segment were essentially flat for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024.

Backlog decreased 2% from the prior year, though demand and quoting activity remained strong.

The Company's consolidated gross margin decreased to 27.7% for the nine months ended September 30, 2025 compared to 29.9% for the nine months ended September 30, 2024.

The decrease was driven by product line mix, partially offset by overall continued operational efficiencies along with 80/20 initiatives.

Selling, general, and administrative ("SG&A") expense increased by $9.6 million, or 7.8% to $132.3 million for the nine months ended September 30, 2025 compared to $122.7 million for the nine months ended September 30, 2024.

The $9.6 million increase was primarily due to incremental SG&A expense incurred by recent acquisitions, partially offset by lower performance-based compensation expense as compared to the prior year.

SG&A expense as a percentage of net sales decreased to 15.2% for the nine months ended September 30, 2025 compared to 15.5% for the nine months ended September 30, 2024.

The following table sets forth the Company’s income from operations and income from operations as a percentage of net sales by reportable segment for the nine months ended September 30, (in thousands):

2025 2024 Total

Income from operations:

Residential $ 115,303 18.0 % $ 119,714 19.6 % $ (4,411)

Agtech 6,069 3.9 % 8,743 7.9 % (2,674)

Infrastructure 17,078 24.5 % 17,605 25.2 % (527)

Unallocated Corporate Expenses (30,347) (3.5) % (31,975) (4.0) % 1,628

Consolidated income from operations $ 108,103 12.5 % $ 114,087 14.4 % $ (5,984)

The Residential segment generated an operating margin of 18.0% in the current year compared to 19.6% in the prior year.

Operating margin declined year over year the result of product mix and impact of acquisition integration during the current year.

The Agtech segment generated an operating margin of 3.9% in the current year compared to 7.9% in the prior year.

Operating margin declined year over year due to costs related to the acquisition of Lane Supply and the impact of lower organic volumes.

The Infrastructure segment generated an operating margin of 24.5% during the nine months ended September 30, 2025 compared to 25.2% during the nine months ended September 30, 2024.

The margin decline year over year was largely the result of product line mix.

Unallocated corporate expenses decreased $1.6 million to $30.3 million during the nine months ended September 30, 2025 from $32.0 million during the nine months ended September 30, 2024.

The decrease was largely the result of lower performance-based compensation expense partially offset by higher acquisition-related expense as compared to the prior year.

The Company recorded interest income of $1.3 million for the nine months ended September 30, 2025, compared to $4.2 million for the nine months ended September 30, 2024.

The decrease in interest income during the current year was the result of earnings on lower average balances on certain interest-bearing cash accounts during the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024.

The Company recorded other income of $2.0 million for the nine months ended September 30, 2025, compared to other expense of $0.2 million for the nine months ended September 30, 2024.

The Company recognized a provision for income taxes of $25.6 million and $30.3 million, with effective tax rates of 23.0% and 25.7% for the nine months ended September 30, 2025, and 2024, respectively.

The effective tax rate for the nine months ended September 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.

Operating margin declined year over year due to lower organic volumes.

The Infrastructure segment generated an operating margin of 19.3% during the three months ended March 31, 2026 compared to 24.7% during the three months ended March 31, 2025.

The margin decline year over year was the result of business mix.

Unallocated corporate expenses increased $20.5 million to $31.7 million during the three months ended March 31, 2026 from $11.2 million during the three months ended March 31, 2025.

The increase was primarily the result of higher acquisition-related expense as compared to the prior year quarter.

The Company recorded interest expense of $13.0 million during the three months ended March 31, 2026 associated with the new issuance of debt to fund the acquisition of OmniMax.

The Company recorded interest income of $1.6 million for the three months ended March 31, 2025, the result of earnings on certain interest-bearing cash accounts.

The Company recorded other income of $0.8 million for the three months ended March 31, 2026, compared to other expense of $0.1 million for the three months ended March 31, 2025.

The Company recognized a benefit of income taxes of $4.6 million, with an effective tax rate of 27.7% for the three months ended March 31, 2026.

The effective tax rate for the three months ended March 31, 2026 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.

The Company recognized a provision for income taxes of $7.1 million, with an effective tax rate of 23.5% for the three months ended March 31, 2025.

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.

Liquidity and Capital Resources

The following table sets forth the Company's liquidity position as of (in thousands):

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 89,403 $ 269,480

Availability on revolving credit facility 393,793 395,069

$ 483,196 $ 664,549

Sources of Liquidity

The Company's primary sources of liquidity are comprised of cash on hand and its available borrowing capacity provided under the Company's Credit Agreement.

The Credit Agreement provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million and terminates on December 8, 2027.

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.

See Note 7 to the Company's consolidated financial statements in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for further information on the Credit Agreement.

Generally, the Company's foreign operations have generated cash flow from operations sufficient to invest in working capital and fund their capital improvements.

As of September 30, 2025 and December 31, 2024, the Company's foreign subsidiaries held $5.4 million and $8.9 million of cash, respectively.

The Company believes that these sources, together with cash expected to be generated from operations, should provide the Company with ample liquidity and capital resources to meet both its short-term and long-term cash requirements and to continue to invest in operational excellence, growth initiatives, share repurchases and the development of the organization.

The Company has historically financed its working capital requirements, including capital expenditures and acquisitions, through a combination of available cash, cash flows from operations, and borrowings under the Company's 2022 Credit Agreement.

As disclosed above, on February 2, 2026, the Company entered into a new Credit Agreement that provides for a senior secured revolving credit facility with an initial aggregate commitment of $500 million and letters of credit in an aggregate amount of up to $100 million.

The Revolving Credit Facility under the Credit Agreement matures on February 2, 2031.

The Company expects that its primary cash requirements over the next twelve months will include working capital, capital expenditures, and debt service requirements.

The Company believes that cash flows from operations, together with available cash on hand and borrowing capacity under the Revolving Credit Facility—which had approximately $466.6 million of availability as of March 31, 2026—will be sufficient to meet these short-term liquidity requirements.

The Company currently expects to continue generating positive operating cash flows during this period and does not anticipate needing to materially increase borrowings to fund its short-term obligations.

Beyond the next twelve months, the Company's liquidity needs will primarily consist of funding ongoing capital expenditures, debt service requirements, future debt maturities and potential strategic investments.

The Company expects to meet these long-term obligations through a combination of cash flows generated from operations and continued access to its Revolving Credit Facility.

The Company may also evaluate additional financing alternatives, as appropriate, as appropriate, to support its long-term growth initiatives or refinance upcoming maturities.

Based on current projections and market conditions, the Company believes that its existing sources of liquidity will be adequate to satisfy its long-term cash requirements.

Historically the Company's international operations have generated cash flow from operations sufficient to fund their working capital needs and capital improvements.

As of March 31, 2026 and December 31, 2025, the Company's international subsidiaries held $5.4 million and $4.4 million of cash, respectively.

As disclosed below and in Note 7 to the Company's consolidated financial statements in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, the Company incurred significant indebtedness in connection with the acquisition of OmniMax.

This level of indebtedness could have important consequences for the Company's business, including the risks described in Item 1A.

"Risk Factors" - "Risks Related to the Company's Indebtedness" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Uses of Cash / Cash Requirements

The Company's material short-term cash requirements primarily include accounts payable, certain employee and retiree benefit-related obligations, operating lease obligations, capital expenditures, and other purchase obligations originating in the normal course of business for inventory purchase orders and contractual service agreements.

The Company's principal capital requirements are to fund its operations' working capital and capital improvements, as well as provide capital for acquisitions and to strategically allocate capital through repurchases of Company stock under the Company's new authorized program as further detailed below.

The Company will continue to invest in growth opportunities as appropriate while focusing on working capital efficiency and profit improvement opportunities to minimize the cash invested to operate its business.

The Company's material short-term cash requirements primarily include accounts payable, purchases of tax credits, certain employee and retiree benefit-related obligations, operating lease obligations, capital expenditures, and other purchase obligations originating in the normal course of business for inventory purchase orders and contractual service agreements.

Credit Agreement

To further support liquidity, and in connection with closing of the acquisition of OmniMax on February 2, 2026 (the "Closing Date"), the Company entered into a new Revolving Credit Facility, as described above, and new senior secured term loan facilities in an aggregate principal amount of $1.3 billion, consisting of the Term Loan A facility in an initial aggregate principal amount of $650 million and the Term Loan B facility in an initial aggregate principal amount of $650 million.

Proceeds from the term loans, together with borrowings under the revolving credit facility and cash on hand, were used to fund the acquisition of OmniMax and pay related transaction fees and expenses.

The Revolving Credit Facility and the Term Loan A Facility will mature on the fifth anniversary of the Closing Date, and the Term Loan B Facility will mature on the seventh anniversary of the Closing Date.

The Term Loan A Facility requires quarterly amortization payments of 2.50% per annum for the first two years, 5.00% per annum for the next two years and 7.50% per annum for the final year, in each case of the original principal amount thereof.

The Term Loan B Facility requires quarterly amortization payments of 1.00% per annum of the original principal amount thereof.

The Credit Agreement also requires mandatory prepayments in connection with certain asset sales and excess cash flow, subject to certain exceptions.

Borrowings under the senior secured credit facilities bear interest, at the Company’s option, at an annual rate equal to (a) adjusted term SOFR, defined in a customary manner or (b) the base rate plus in each case an applicable rate.

For the Term Loan A Facility and the Revolving Credit Facility, the applicable rate under the Credit Agreement ranges from 1.375% to 2.25% for Term SOFR loans and 0.375% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio.

For the Term Loan B Facility, the applicable rate under the Credit Agreement ranges from 1.75% to 2.25% for Term SOFR loans and 0.75% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio.

Undrawn commitment fees under the Revolving Credit Facility range from 0.175% to 0.275% based on the Company’s consolidated net leverage ratio.

The Credit Agreement contains financial covenants requiring the Company to maintain a maximum consolidated total net leverage ratio of 5.25 to 1.00, which steps down to 4.25 to 1.00 over time, and a minimum interest coverage ratio of 3.00 to 1.00, in each case measured as of the last day of each fiscal quarter, with measurement to commence on the last day of the first full fiscal quarter after the Closing Date.

The maximum consolidated total net leverage ratio may be increased at the Company’s option by 0.50 times in connection with certain qualifying material acquisitions.

The Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates.

Additionally, the Credit Agreement contains certain events of default, including relating to a change of control.

If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement.

Authorized Share Repurchase Program

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

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

Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions.

As of March 31, 2026, the Company has not purchased any shares under this authorized program.

The program has a duration of three years and is scheduled to expire on April 30, 2028.

Repurchases may be made from time to time in amounts and at prices the Company deems appropriate, subject to certain restrictions under the Credit Agreement, market conditions, applicable legal requirements, debt covenants, and other considerations.

Any such repurchases may be executed through 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.

Over the long-term, the Company expects that future investments, including strategic business acquisitions, may be financed through a number of sources, including internally available cash, availability under the Credit Agreement, new debt financing, the issuance of equity securities, or any combination of the aforementioned.

These expectations are forward-looking statements based upon currently available information and may change if conditions in the credit and equity markets deteriorate or other circumstances change.

To the extent that operating cash flows are lower than current levels, or sources of financing are not available or not available at acceptable terms, the Company's future liquidity may be adversely affected.

Except as disclosed above, there have been no material changes in the Company's cash requirements since December 31, 2024.

See Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

The following table sets forth selected cash flow data for the nine months ended September 30, (in thousands):

Net cash provided by (used in):

The following table sets forth selected cash flow data for the three months ended March 31, (in thousands):

Net cash (used in) provided by:

Operating activities of continuing operations $ (34,553) $ 5,085

3 unchanged sentences

Effect of foreign exchange rate changes (19) 8

Net (decrease) increase in cash and cash equivalents $ (180,077) $ 129,453

Net decrease in cash and cash equivalents $ (95,377) $ (244,366)

Operating Activities

Net cash provided by operating activities of continuing operations for the nine months ended September 30, 2025 of $105.4 million consisted of income from continuing operations of $85.8 million, non-cash net charges totaling $31.7 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $12.1 million of cash invested in working capital and other net operating assets.

Net cash provided by operating activities of continuing operations for the nine months ended September 30, 2024 of $131.6 million consisted of income from continuing operations of $87.8 million, non-cash net charges totaling $25.7 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $18.1 million of cash generated from working capital and other net operating assets.

The cash generated from working capital and other net operating assets was largely due to increases in accounts payable, the result of the timing of purchases and vendor payments, that were partially offset by increases in accounts receivable, largely the result of seasonal demand.

Net cash used in operating activities of continuing operations for the three months ended March 31, 2026 of $34.5 million consisted of loss from continuing operations of $12.0 million, non-cash net charges totaling $20.2 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $42.7 million of cash invested in working capital and other net operating assets.

The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand, as well as settlement of assumed liabilities related to success-based costs incurred by OmniMax as a result of the sale.

Net cash provided by operating activities of continuing operations for the three months ended March 31, 2026 of $5.1 million consisted of income from continuing operations of $23.1 million, non-cash net charges totaling $9.5 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $27.5

million of cash invested in working capital and other net operating assets.

The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable largely the result of seasonal demand.

Investing Activities

Net cash used in investing activities of continuing operations for the nine months ended September 30, 2025 was $247.3 million, primarily due to the acquisitions of Lane Supply and the three metal roofing related businesses of $210.4 million, and net capital expenditures of $37.2 million largely related to the purchases of two facilities.

These investments were partially offset by a receipt of the $0.3 million final working capital settlement received in connection with the sale of the Company's electronic locker business within the Company's Residential segment in the fourth quarter of 2024.

Net cash used in investing activities of continuing operations for the nine months ended September 30, 2024 of $11.5 million was due to net capital expenditures.

Net cash used in investing activities for the three months ended March 31, 2026 of $1,346.0 million primarily reflected the acquisition of OmniMax for $1,337.9 million and a $2.1 million acquisition-payable payment related to one of the metal roofing businesses acquired in 2025, as well as net capital expenditures of $6.0 million.

Net cash used in investing activities for the three months ended March 31, 2025 of $195.0 million was primarily due to the acquisitions of Lane Supply and the two metal roofing related businesses totaling $184.6 million.

To a lesser extent, net capital expenditures of $10.7 million, partially offset by receipt of a $0.3 million final working capital settlement resulting from the sale of the Company's electronic locker business within the Company's Residential segment in the fourth quarter of 2024, also contributed to the net investment of cash.

Financing Activities

Net cash used in financing activities totaled $63.5 million for the nine months ended September 30, 2025 primarily driven by common stock repurchases.

The Company repurchased 914,679 shares for $60.0 million under the Company's prior authorized share repurchase program that ended May 2, 2025.

An additional $3.7 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans.

These outflows were slightly offset by $0.2 million in proceeds from the issuance of common stock resulting from stock option exercises.

Net cash used in financing activities totaled $10.9 million for the nine months ended September 30, 2024 driven by common stock repurchases.

The Company repurchased 139,427 shares for $9.0 million under the Company's prior authorized share repurchase program that ended May 2, 2025.

An additional $1.9 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans.

Net cash provided by financing activities totaled $1,216.9 million for the three months ended March 31, 2026 primarily reflected $1,325.0 million of proceeds from long-term debt, which were used to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses.

These inflows were partially offset by $75.0 million of long-term debt repayments, $29.3 million of debt issuance cost payments, $3.4 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans, and $0.5 million excise tax payment related to the repurchase of common stock in 2025 under the Company's authorized share repurchase program.

Net cash used in financing activities for the three months ended March 31, 2025 of $62.4 million consisted of common stock repurchases.

The Company paid $60.0 million during the three months ended March 31, 2025 for the repurchase of 914,679 shares under the Company's authorized share repurchase program.

The remainder of the repurchased common stock of $2.4 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans.

Critical Accounting Estimates

There have been no material changes to the Company's critical accounting estimates during the quarter ended September 30, 2025 from those disclosed in the consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2024 and the Critical Accounting Estimates in Part I, Item 2 in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

There have been no material changes to the Company's critical accounting estimates during the quarter ended March 31, 2026 from those disclosed in the consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements

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What changed 10-Q

Item 2. Management’s Discussion and Analysis