What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-08-07 · 187 added, 131 removed, 479 unchanged (40% of the section changed)

4 unchanged sentences

(In thousands, unaudited)

June 30, December 31,

September 30, December 31,

2024 2023 2023

14 unchanged sentences

Trade accounts payable $ 110,321 $ 95,267 $ 107,524

Income tax payable 4,126 87,569 3,491

Accrued liabilities and other current liabilities 241,004 222,233 227,742

6 unchanged sentences

Total liabilities 1,034,015 1,145,996 1,024,978

Non-qualified deferred compensation plan share awards

Commitments and contingencies (see Note 13)

3 unchanged sentences

Retained earnings 1,606,371 1,383,184 1,426,554

Common stock held in non-qualified deferred compensation plan ("DCP")

( 1,074 ) — —

Treasury stock ( 50,280 ) — ( 50,363 )

7 unchanged sentences

(In thousands except per-share amounts, unaudited)

Three Months Ended Six Months Ended

June 30, June 30,

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

10 unchanged sentences

Income from operations 124,854 140,213 353,136 403,596

Interest income (expense), net and other finance costs 2,092 ( 705 ) 2,443 ( 1,274 )

Interest income and other finance costs, net 1,668 1,292 4,111 18

Other & foreign exchange gain (loss), net ( 29 ) ( 1,429 ) 352 ( 1,471 )

19 unchanged sentences

(In thousands except per-share data, unaudited)

Three Months Ended June 30, 2024 and 2023

Common Stock Additional Paid-in Retained Accumulated Other Comprehensive Treasury

Shares Par Value Capital Earnings Loss Stock Total

Balance at March 31, 2024 42,442 $ 424 $ 309,661 $ 1,440,165 $ ( 24,587 ) $ — $ 1,725,663

Three Months Ended September 30, 2024 and 2023

Common Stock Additional Paid-in Retained Accumulated Other Comprehensive DCP Vested

Shares Par Value Capital Earnings Loss Stock

Balance at June 30, 2024 42,163 $ 424 $ 313,323 $ 1,526,192 $ ( 24,881 ) $ — $ ( 50,257 ) $ 1,764,801

Net income — — — 93,519 — — 93,519

3 unchanged sentences

Cash flow hedges, net of tax — — — — ( 11,427 ) — — ( 11,427 )

Stock-based compensation expense — — 3,667 — — — 3,667

Stock-based compensation and deferred compensation plan ("DCP") expense

— — ( 2,506 ) — — — — ( 2,506 )

Common stock held in DCP

1,074 — — ( 1,074 ) — —

Change in redemption value of share awards in DCP

— — — ( 1,533 ) — — — ( 1,533 )

Shares issued from release of Restricted Stock Units 1 — ( 6 ) — — — ( 6 )

1 unchanged sentence

Cash dividends declared on common stock, $0.28 per share — — — ( 11,807 ) — — — ( 11,807 )

Balance at June 30, 2024 42,163 $ 424 $ 313,323 $ 1,526,192 $ ( 24,881 ) $ ( 50,257 ) $ 1,764,801

Balance March 31, 2023 42,663 $ 426 $ 295,976 $ 1,194,993 $ ( 3,986 ) $ — $ 1,487,409

Balance at September 30, 2024 42,164 $ 424 $ 311,885 $ 1,606,371 $ ( 10,355 ) $ ( 1,074 ) $ ( 50,280 ) $ 1,856,971

Balance June 30, 2023 42,673 $ 426 $ 301,612 $ 1,290,686 $ ( 9,113 ) $ — $ — $ 1,583,611

Net income — — — 104,021 — — — 104,021

4 unchanged sentences

Stock-based compensation expense — — 5,537 — — — — 5,537

Shares issued from release of Restricted Stock Units 10 — — — — — —

Cash dividends declared on common stock, $ 0.27 per share

— — — ( 11,523 ) — — — ( 11,523 )

Balance at June 30, 2023 42,673 $ 426 $ 301,612 $ 1,290,686 $ ( 9,113 ) $ — $ 1,583,611

Balance at September 30, 2023 42,673 $ 426 $ 307,149 $ 1,383,184 $ ( 21,268 ) $ — $ — $ 1,669,491

The accompanying notes are an integral part of these condensed consolidated financial statements

3 unchanged sentences

(In thousands except per-share data, unaudited)

Six Months Ended June 30, 2024 and 2023

Common Stock Additional Paid-in Retained Accumulated Other Comprehensive Treasury

Shares Par Value Capital Earnings Loss Stock Total

Nine Months Ended September 30, 2024 and 2023

Common Stock Additional Paid-in Retained Accumulated Other Comprehensive DCP Vested

Shares Par Value Capital Earnings Loss Stock

Balance at December 31, 2023 42,323 $ 426 $ 313,119 $ 1,426,554 $ ( 9,990 ) $ — $ ( 50,363 ) $ 1,679,746

4 unchanged sentences

Cash flow hedges, net of tax — — — — ( 4,121 ) — — ( 4,121 )

Stock-based compensation — — 7,752 — — — 7,752

Stock-based compensation and DCP expense

— — 5,246 — — — — 5,246

Common stock held in DCP

— — 1,074 — — ( 1,074 ) — —

Change in redemption value of share awards in DCP

— — — ( 1,533 ) — — — ( 1,533 )

Shares issued from release of Restricted Stock Units 124 1 ( 7,554 ) — — — — ( 7,553 )

2 unchanged sentences

Cash dividends declared on common stock, $0.83 per share — — — ( 35,068 ) — — — ( 35,068 )

Balance at June 30, 2024 42,163 $ 424 $ 313,323 $ 1,526,192 $ ( 24,881 ) $ ( 50,257 ) $ 1,764,801

Balance at September 30, 2024 42,164 $ 424 $ 311,885 $ 1,606,371 $ ( 10,355 ) $ ( 1,074 ) $ ( 50,280 ) $ 1,856,971

Balance at December 31, 2022 42,560 $ 425 $ 298,983 $ 1,118,030 $ ( 4,059 ) $ — $ — $ 1,413,379

7 unchanged sentences

Cash dividends declared on common stock, $0.80 per share — — — ( 34,031 ) — — — ( 34,031 )

Balance at June 30, 2023 42,673 $ 426 $ 301,612 $ 1,290,686 $ ( 9,113 ) $ — $ 1,583,611

Balance at September 30, 2023 42,673 $ 426 $ 307,149 $ 1,383,184 $ ( 21,268 ) $ — $ — $ 1,669,491

The accompanying notes are an integral part of these condensed consolidated financial statements

3 unchanged sentences

(In thousands, unaudited)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities

7 unchanged sentences

Deferred income taxes ( 9,189 ) ( 10,829 )

Noncash compensation related to stock plans 10,427 11,164

Provision (recovery) for doubtful accounts ( 1,008 ) 459

Noncash compensation related to stock plans and changes in the fair value of DCP

16,017 17,789

Provision for doubtful accounts

Deferred hedge gain

( 2,556 ) ( 3,095 )

Changes in operating assets and liabilities

1 unchanged sentence

Inventories ( 28,066 ) 50,219

Trade accounts payable 3,906 672

Other current assets ( 7,848 ) 438

Trade accounts payable 6,085 ( 3,471 )

Income taxes payable 520 79,542

Accrued liabilities and other current liabilities ( 4,168 ) 2,583

3 unchanged sentences

Capital expenditures ( 124,848 ) ( 57,483 )

Acquisitions, net of cash acquired ( 16,750 ) ( 18,195 )

Acquisitions, net of cash acquired (see Note 3)

( 77,641 ) ( 17,525 )

Purchases of equity investments ( 1,495 ) ( 712 )

5 unchanged sentences

Proceeds from line of credit 1,296 264

Repayments of line of credit

Repayments of line of credit and term loan

( 20,080 ) ( 17,362 )

2 unchanged sentences

Net cash used in financing activities ( 111,032 ) ( 58,175 )

( 93,113 ) ( 40,996 )

Effect of exchange rate changes on cash and cash equivalents 387 ( 3,184 )

Net increase (decrease) in cash and cash equivalents ( 90,395 ) 270,264

( 74,971 ) 107,240

Cash and cash equivalents at beginning of period 429,822 300,742

31 unchanged sentences

Every quarter, the Company evaluates the customer group using the accounts receivable aging report and its best judgment when considering changes in customers' credit ratings, level of delinquency, customers' historical payments and loss experience, current market and economic conditions, and expectations of future market and economic conditions.

The changes in the allowance for doubtful accounts receivable for the six months ended June 30, 2024 are outlined in the table below:

The changes in the allowance for doubtful accounts receivable for the nine months ended September 30, 2024 are outlined in the table below:

December 31, 2023 Expense (Deductions), net

June 30, 2024

September 30, 2024

Allowance for doubtful accounts

$ 3,882 69 ( 899 ) $ 3,052

1 Amount is net of recoveries and the effect of foreign currency fluctuations.

1 Amount is net of recoveries and the effect o f foreign currency fluctuations.

Fair Value of Financial Instruments

7 unchanged sentences

The carrying amounts of trade accounts receivable, accounts payable, accrued liabilities and other current liabilities approximate fair value due to the short-term nature of these instruments.

The fair values of the Company's investments and liabilities in the deferred compensation plan are classified as Level 1 within the fair value hierarchy, and are subject to investment risks.

The fair values of interest rate, and foreign currency contracts are classified as Level 2 within the fair value hierarchy.

The fair values of the Company’s contingent consideration related to acquisitions is classified as Level 3 within the fair value hierarchy, as these amounts are based on unobservable inputs such as management estimates and entity-specific assumptions and are evaluated on an ongoing basis.

The following tables summarize the financial assets and financial liabilities measured at fair value for the Company as of June 30, 2024 and 2023:

The fair values of the Company’s contingent consideration related to acquisitions is classified as Level 3 within the fair value hierarchy, as these amounts are based on unobservable inpu ts such as management estimates and entity-specific assumptions and are evaluated on an ongoing basis.

The following tables summarize the financial assets and financial liabilities measured at fair value for the Company as of September 30, 2024 and 2023:

(in thousands)

10 unchanged sentences

$ — $ 30,059 $ — $ — $ 9,327 $ —

Investment in deferred compensation plan (4)

$ 896 $ — $ — $ — $ — $ —

Deferred compensation plan liabilities (4)

$ 2,053 $ — $ — $ — $ — $ —

Contingent considerations $ — $ — $ 6,587 $ — $ — $ 5,400

(1) The carrying amounts of cash equivalents, representing money market funds traded in an active market with relatively short maturities, are reported on the consolidated balance sheet as of June 30, 2024 and 2023 as a component of "Cash and cash equivalents".

(2) The carrying amounts of our term loan and revolver approximate fair value as of June 30, 2024 based upon their terms and conditions in comparison to debt instruments with similar terms and conditions available on the same date.

(1) The carrying amounts of cash equivalents, representing money market funds traded in an active market with relatively short maturities, are reported on the consolidated balance sheet as of September 30, 2024 and 2023 as a component of "Cash and cash equivalents".

(2) The carrying amounts of our term loan and revolver approximate fair value as of September 30, 2024 based upon their terms and conditions in comparison to debt instruments with similar terms and conditions available on the same date.

(3) Derivatives for interest rate, foreign exchange and forward swap contracts are discussed in Note 8.

(4) Non-qualified deferred compensation plan.

Derivative Instruments

2 unchanged sentences

Assets and liabilities with the legal right of offset are not offset in the consolidated balance sheets.

Net deferred gains and losses related to changes in fair value of cash flow hedges are included in accumulated other comprehensive income/loss (“OCI”), a component of stockholders' equity, and are reclassified into the line item in the Condensed Consolidated Statement of Earnings and Comprehensive Income in which the hedged items are recorded in the same period the hedged item affects earnings.

Net deferred gains and losses related to changes in fair

value of cash flow hedges are included in accumulated other comprehensive income/loss (“OCI”), a component of stockholders' equity, and are reclassified into the line item in the Condensed Consolidated Statement of Earnings and Comprehensive Income in which the hedged items are recorded in the same period the hedged item affects earnings.

The effective portion of gains and losses attributable to net investment hedges is recorded net of tax to OCI to offset the change in the carrying value of the net investment being hedged.

1 unchanged sentence

Changes in fair value of any derivatives that are determined to be ineffective are immediately reclassified from OCI into earnings.

Deferred Compensation Plan

The Company established a non-qualified deferred compensation plan ("DCP" or “the Plan”) in April 2023 for eligible employees and members of the Board of Directors.

The Plan provides eligible participants the opportunity to defer and invest a specified percentage of their compensation, including the Company stock awards upon vesting.

The Plan is a non-qualified plan that is informally funded by assets in a rabbi trust, which restricts the Company's use and access to the assets held but is subject to the claims of the Company's creditors in the event that the Company becomes insolvent.

The amount of compensation to be deferred by participants are based on their own elections and are adjusted for any investment changes that the participants direct.

This plan does not provide for employer contributions.

The Plan permits diversification of vested shares (common stock) into other equity securities subject to a six-month holding period subsequent to vesting.

Accounting for deferred common stock will be under either plan C or plan D.

Accounting will depend on whether or not the employee has diversified the common stock.

Under plan C, diversification is permitted but the employee has not diversified.

Under plan D, diversification is permitted and the employee has diversified.

For common stock that have not been diversified, the employer stock held in the deferred compensation plan is classified in a manner similar to treasury stock and presented separately on the Condensed Consolidated Balance Sheets as Company common stock held by the non-qualified deferred compensation plan.

Common stock will be recorded at fair value of the stock at the time it vested, subsequent changes in the value of the common stock is not recognized.

The deferred compensation obligations are measured independently at fair value of the common stock with a corresponding charge or credit to compensation cost.

Fair value is determined as the product of the common stock and the closing price of the stock each reporting period.

Under plan D, assets held by the rabbi trust are subject to applicable GAAP.

The deferred compensation obligation is measured independently at fair value of the underlying assets.

The Company previously presented certain DCP transactions within existing financial statement line items of the condensed consolidated balance sheets and condensed consolidated statement of stockholders’ equity for periods ended September 30, 2023 and December 31, 2023.

The Company has reflected these DCP transactions related corrections in the accompanying condensed consolidated balance sheets and condensed consolidated statement of stockholders’ equity for the three and nine months ended September 30, 2024.

The transactions resulted in reclassifying equity balances related to "Non-qualified deferred compensation plan share awards" as mezzanine equity for $ 6.0 million and they were combined with stock-based compensation expense in the condensed consolidated statement of stockholders’ equity for the three and nine months ended September 30, 2024.

The Company has evaluated the errors both qualitatively and quantitatively and has concluded that they have immaterial impact on the periods presented.

Business Combinations and Asset Acquisitions

4 unchanged sentences

Accordingly, goodwill is not recognized in an asset acquisition.

Refer to Note 3 for more information.

Revenue Recognition

Generally, the Company recognizes revenue under Accounting Standards Codification (ASC 606) Revenue From Contracts With Customers.

Revenue from a contract with a customer exists when the goods are shipped, services are rendered, and the related invoice is generated.

The Company has identified each product or service specified in the invoice to be distinct and the duration of the contract to not extend beyond the promised goods or services already transferred.

The transaction price of each performance obligation is specified in the invoice that is based on its relative stated standalone selling price.

Generally, the Company's revenue contract with a customer exists when (1) the goods are shipped, services are rendered, and the related invoice is generated, (2) the duration of the contract does not extend beyond the promised goods or services already transferred and (3) the transaction price of each distinct promised product or service specified in the invoice is based on its relative stated standalone selling price.

The Company recognizes revenue when it satisfies a performance obligation by transferring control of a product to a customer at a point in time.

5 unchanged sentences

Based on historical experience with the customer, the customer's purchasing pattern, and its significant experience selling products, the Company concluded that a significant reversal in the cumulative amount of revenue recognized would not occur when the uncertainty (if any) is resolved (that is, when the total amount of purchases is known).

Refer to Note 2 for additional information.

Contract liability is recorded when consideration is received from a customer and the Company has remaining unsatisfied performance obligations.

The Company presents taxes collected and remitted to governmental authorities on a net basis in the consolidated statements of operations.

Additionally, all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected from a customer (e.g., sales, use, value added, and some excise taxes) are excluded from revenue.

Refer to Note 2 for additional information.

The Company has operating leases for certain facilities, equipment, autos and data centers.

7 unchanged sentences

Income taxes are calculated using an asset and liability approach.

The provision for income taxes includes federal, state and foreign taxes currently payable, and deferred taxes due to temporary differences between the financial statement and tax bases

of assets and liabilities.

The provision for income taxes includes federal, state and foreign taxes currently payable, and deferred taxes due to temporary differences between the financial statement and tax bases of assets and liabilities.

In addition, future tax benefits are recognized to the extent that realization of such benefits is more likely than not.

7 unchanged sentences

ASU 2023-07 requires disclosure of significant segment expenses regularly provided to the chief operating decision maker (“CODM”) included within segment operating profit or loss.

Additionally, ASU 2023-07 requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance.

Additionally, ASU

2023-07 requires a description of how the CODM utilizes segment operating profit or loss to assess segment performance.

The requirements of ASU 2023-07 are effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

14 unchanged sentences

Wood Construction Products Revenue .

Wood construction products represented approximately 84.8 % and 85.7 % of total net sales for the six months ended June 30, 2024 and 2023, respectively.

Wood construction products represented approximately 84.6 % and 85.4 % of total net sales for the nine months ended September 30, 2024 and 2023, respectively.

Concrete Construction Products Revenue.

Concrete construction products represented approximately 14.6 % and 14.0 % of total net sales for the six months ended June 30, 2024 and 2023, respectively.

Concrete construction products represented approximately 14.7 % and 14.1 % of total net sales for the nine months ended September 30, 2024 and 2023, respectively.

Customer acceptance criteria.

13 unchanged sentences

Contract liabilities are recorded for any services billed to customers and not yet recognizable if the contract period has commenced or for the amount collected from customers in advance of the contract period commencing.

As of June 30, 2024 and 2023, the Company had no material contract assets or contract liabilities from contracts with customers .

Contract liabilities consist of billings in excess of costs and earnings and other deferred revenue on cancellable contracts.

The time period between when consideration was received to when performa nce obligations are complete may not be significant.

of September 30, 2024 and 2023, the Company's contract liability was $ 10.3 million and immaterial , respectively.

During the nine months ended September 30, 2024, the Company recognized $ 1.6 million of contract lia bility as income from the opening balance.

The Company had no material contract assets from contract with customers.

On June 1, 2024, the Company completed the acquisition of all of the operating assets and assumed liabilities of Calculated Structured Designs, Inc.

("CSD"), a software development company providing solutions for the engineered wood, engineering, design and building industries in North America, Australia and the UK.

On August 1, 2024, the Company completed the acquisition of all of the operating assets and assumed liabilities of Monet DeSauw Inc.

and certain properties of Callaway Properties, LLC (together with its subsidiaries, “Monet”) for a total purchase consideration of approximately $ 59 million net of cash received and liabilities assumed.

Monet specializes in the production of large-scale saws and material handling equipment for the truss industry in the United States.

On September 1, 2024, the Company completed the acquisition of all of the operating assets and assumed liabilities of QuickFrames USA, LLC, a manufacturer of pre-engineered structural support systems for commercial construction with sales in North America.

These business acquisitions were not material to the Company's consolidated financial statements, individually and in aggregate.

Accordingly, pro-forma historical results of operations related to these business acquisitions during the quarter ended September 30, 2024 have not been presented.

The Company has included the financial results of these business acquisitions in its consolidated financial statements from their respective acquisition dates.

The following table summarizes the Company's preliminary purchase price allocations of assets acquired and liabilities assumed as of the acquisition dates for the nine months ended September 30, 2024, including the related estimated useful lives, where applicable:

(in thousands)

Estimated Useful Lives (in years)

Net working capital

Property, plant, and equipment

Intangible assets

Customer relationships

Developed technology

27,786 5 - 10

Tradename and other

Liabilities assumed

Total net assets acquired and liabilities assumed

The valuations of assets acquired and liabilities assumed had not yet been finalized as of September 30, 2024, and finalization of the valuations during the measurement period could result in a change in the amounts recorded.

The completion of the valuations will occur no later than one year from the acquisition dates as required by GAAP.

The amount of goodwill generated from these acquisitions is deductible for tax purposes.

Net Income per Share

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts) 2024 2023 2024 2023

15 unchanged sentences

Stock-based compensation capitalized in inventory was immaterial for all periods presented.

The Company recognized stock-based compensation expense related to its equity plans for employees of $ 5.1 million and $ 6.5 million for the three months ended June 30, 2024 and 2023, respectively, and $ 10.4 million and $ 11.2 million for the six months ended June 30, 2024 and 2023, respectively.

During the six months ended June 30, 2024, the Company granted an aggregate of 160,808 RSUs and PSUs to the Company's employees, including officers at an estimated weighted-average fair value of $ 177.59 per share based on the closing price (adjusted for certain market factors primarily the present value of dividends) of the Company's common stock on the grant date.

The Company recognized stock-based compensation expense related to its equity plans for employees of $ 4.7 million and $ 6.6 million for the three months ended September 30, 2024 and 2023, respectively, and $ 15.1 million and $ 17.8 million for the nine months ended September 30, 2024 and 2023, respectively.

During the nine months ended September 30, 2024, the Company granted an aggregate of 161,054 RSUs and PSUs to the Company's employees, including officers at an estimated weighted-average fair value of $ 177.60 per share based on the closing price (adjusted for certain market factors primarily the present value of dividends) of the Company's common stock on the grant date.

The RSUs and PSUs granted to the Company's employees may be time-based, performance-based, or time and performance-based.

6 unchanged sentences

In May 2024, the Company granted 4,692 shares of the Company's common stock to the non-employee directors, based on the average closing price of $ 173.89 per share and recognized $ 0.8 million of expense.

As of June 30, 2024, the Company's aggregate unamortized stock compensation expense was approximately $ 35.1 million which is expected to be recognized in expense over a weighted-average period of 2.5 years.

As of September 30, 2024, the Company's aggregate unamortized stock compensation expense was approximately $ 29.5 million which is expected to be recognized in expense over a weighted-average period of 2.3 years.

Trade Accounts Receivable, net

Trade accounts receivable consisted of the following:

As of June 30, As of December 31,

As of September 30, As of December 31,

(in thousands) 2024 2023 2023

Trade accounts receivable $ 368,445 $ 360,233 $ 292,360

$ 384,655 $ 397,212 $ 292,360

Allowance for doubtful accounts ( 3,052 ) ( 3,901 ) ( 3,881 )

( 2,165 ) ( 3,611 ) ( 3,882 )

Allowance for sales discounts and returns ( 5,043 ) ( 5,168 ) ( 4,504 )

$ 360,350 $ 351,164 $ 283,975

$ 377,584 $ 387,917 $ 283,975

The components of inventories are as follows:

As of June 30, As of December 31,

As of September 30, As of December 31,

(in thousands) 2024 2023 2023

Raw materials $ 195,077 $ 144,268 $ 167,177

$ 145,844 $ 164,019 $ 167,177

In-process products 57,657 52,633 57,432

56,466 53,883 57,432

Finished products 330,646 307,545 326,966

$ 583,380 $ 504,446 $ 551,575

$ 533,625 $ 523,561 $ 551,575

Derivative Instruments

2 unchanged sentences

The Company only enters into derivative instrument agreements with counterparties who have highly rated credit.

As of June 30, 2024, the aggregate notional amount of the Company's outstanding interest rate contracts, cross currency swap contracts, and EUR forward contract were $ 399.4 million, $ 418.7 million and $ 321.7 million, respectively.

As of September 30, 2024, the aggregate notional amount of the Company's outstanding interest rate contracts, cross currency swap contracts, and EUR forward contract were $ 393.8 million, $ 412.8 million and $ 321.7 million, respectively.

Changes in fair value of any forward contracts that are determined to be ineffective are immediately reclassified from OCI into earnings.

There were no amounts recognized due to ineffectiveness during the three and six months ended June 30, 2024 and June 30, 2023.

The effects of fair value and cash flow hedge accounting on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the six months ended June 30, were as follows:

There were no amounts recognized due to ineffectiveness during the three and nine months ended September 30, 2024 and September 30, 2023.

The effects of fair value and cash flow hedge accounting on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the nine months ended September 30, were as follows:

(in thousands) Cost of sales Interest income (expense), net and other finance costs Other & foreign exchange loss, net Cost of sales Interest income (expense), net and other finance costs Other & foreign exchange loss, net

7 unchanged sentences

Forward contract

Amount of gain reclassified from OCI to earnings ( 188 ) — — 80 — —

The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended June 30, 2024 and 2023 were as follows:

Amount of gain (loss) reclassified from OCI to earnings

( 188 ) — — 60 — —

The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended September 30, 2024 and 2023 were as follows:

Cash Flow Hedging Relationships Gain (Loss) Recognized in OCI Location of Gain (Loss) Reclassified from OCI into Earnings Gain (Loss) Reclassified from OCI into Earnings

5 unchanged sentences

Total $ ( 20,285 ) $ 16,993 $ ( 15,169 ) $ 17,518

The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the six months ended June 30, 2024 and 2023 were as follows:

The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the nine months ended September 30, 2024 and 2023 were as follows:

Cash Flow Hedging Relationships Gain (Loss) Recognized in OCI Location of Gain (Loss) Reclassified from OCI into Earnings Gain (Loss) Reclassified from OCI into Earnings

5 unchanged sentences

Total $ 5,221 $ 15,107 $ 7,648 $ 22,065

For the three months ending June 30, 2024 and June 30, 2023 gains on the net investment hedge of $ 5.2 million and $ 4.1 million were included in OCI, respectively.

For the three months ending June 30, 2024 and June 30, 2023, excluded gains of $ 1.3 million and $ 1.3 million were reclassified from OCI to interest expense, respectively.

For the six months ending June 30, 2024 and June 30, 2023 gains on the net investment hedge of $ 9.9 million and $ 4.4 million were included in OCI, respectively.

For the six months ending June 30, 2024 and June 30, 2023, excluded gains of $ 2.5 million were reclassified from OCI to interest expense for both periods.

As of June 30, 2024, the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheet were comprised of an asset of $ 33.5 million, of which $ 16.0 million is included in other current assets, and the balance of $ 17.4 million as other non-current assets, and of a non-current liability of $ 15.9 million included as deferred income tax and other long-term liabilities.

For the three months ending September 30, 2024 and September 30, 2023 losses on the net investment hedge of $ 8.8 million and $ 3.2 million were included in OCI, respectively.

For the three months ending September 30, 2024 and September 30, 2023, excluded gains of $ 1.3 million and $ 1.3 million were reclassified from OCI to interest expense, respectively.

For the nine months ending September 30, 2024 and September 30, 2023 gains on the net investment hedge of $ 1.0 million and $ 1.1 million were included in OCI, respectively.

For the nine months ending September 30, 2024 and September 30, 2023, excluded gains of $ 3.8 million and $ 3.8 million were reclassified from OCI to interest expense, respectively.

As of September 30, 2024, the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheet were comprised of an asset of $ 14.2 million, of which $ 10.4 million is included in other current assets, and the balance of $ 3.8 million as other non-current assets, and of a non-current liability of $ 30.1 million included as deferred income tax and other long-term liabilities.

Property, Plant and Equipment, net

Property, plant and equipment consisted of the following:

As of June 30, As of December 31,

As of September 30, As of December 31,

(in thousands) 2024 2023 2023

$ 61,305 $ 51,558 $ 62,587

Land $ 62,332 $ 50,995 $ 62,587

Buildings and site improvements 249,921 233,694 246,021

244,450 235,209 246,021

Leasehold improvements 10,899 7,690 7,782

9,712 7,131 7,782

Machinery and equipment 562,199 496,999 516,017

3 unchanged sentences

Capital projects in progress 124,480 53,755 61,179

103,295 46,122 61,179

Total $ 495,822 $ 382,508 $ 418,612

Goodwill and Intangible Assets, net

Goodwill consisted of the following:

As of June 30, As of December 31,

Goodwill by segment were as follows:

As of September 30, As of December 31,

(in thousands) 2024 2023 2023

3 unchanged sentences

Total $ 550,946 $ 483,413 $ 502,550

Intangible assets, net, consisted of the following:

As of June 30, 2024

Definite-lived and indefinite-lived assets, net, by segment were as follows:

As of September 30, 2024

Carrying Accumulated Carrying

1 unchanged sentence

North America $ 107,561 $ ( 37,131 ) $ 70,430

$ 72,438 $ ( 35,390 ) $ 37,048

374,748 ( 62,990 ) 311,758

Europe 389,148 ( 67,801 ) 321,347

Asia/Pacific 4,296 ( 556 ) 3,740

$ 451,343 $ ( 98,847 ) $ 352,496

As of June 30, 2023

Total $ 501,005 $ ( 105,488 ) $ 395,517

As of September 30, 2023

(in thousands) Carrying

2 unchanged sentences

North America $ 64,189 $ ( 32,876 ) $ 31,313

$ 63,269 $ ( 31,765 ) $ 31,504

377,866 ( 43,748 ) 334,118

Europe 369,827 ( 48,510 ) 321,317

Asia/Pacific 4,025 ( 205 ) 3,820

5 unchanged sentences

North America $ 64,190 $ ( 33,740 ) $ 30,450

$ 64,190 $ ( 33,740 ) $ 30,450

384,432 ( 53,493 ) 330,939

Europe 384,432 ( 53,493 ) 330,939

Asia/Pacific 4,240 ( 290 ) 3,950

2 unchanged sentences

Definite-lived intangible assets include customer relationships, patents, unpatented technology, and non-compete agreements.

Amortization of definite-lived intangible assets was $ 5.7 million and $ 6.0 million for the three months ended June 30, 2024 and 2023, respectively, and was $ 11.3 million and $ 11.6 million for the six months ended June 30, 2024 and 2023, respectively.

Amortization of definite-lived intangible assets was $ 6.6 million and $ 5.9 million for the three months ended September 30, 2024 and 2023, respectively, and was $ 18.0 million and $ 17.5 million for the nine months ended September 30, 2024 and 2023, respectively.

The weighted-average amortization period for all amortizable intangibles on a combined basis is 9.5 years.

Indefinite-lived intangible assets totaled $ 91.6 million, $ 92.8 million, and $ 94.2 million as of June 30, 2024, and 2023 and December 31, 2023, respectively.

At June 30, 2024, the estimated future amortization of definite-lived intangible assets was as follows:

Indefinite-lived intangible assets totaled $ 95.7 million, $ 90.4 million, and $ 94.2 million as of September 30, 2024, and 2023 and December 31, 2023, respectively.

At September 30, 2024, the estimated future amortization of definite-lived intangible assets was as follows:

(in thousands)

Remaining six months of 2024 $ 21,294

Remaining three months of 2024 $ 7,513

Thereafter 177,498

The changes in the carrying amount of goodwill and intangible assets for the six months ended June 30, 2024, were as follows:

The changes in the carrying amount of goodwill and intangible assets for the nine months ended September 30, 2024, were as follows:

(in thousands) Goodwill Assets

Balance at December 31, 2023 $ 502,550 $ 365,339

Acquisition 1 8,484 8,249

Acquisitions 1

42,870 43,372

Amortization — ( 17,965 )

Foreign exchange 5,526 4,771

Balance at June 30, 2024 $ 497,990 $ 352,496

1 During the quarter ended June 30, 2024, the Company completed an acquisition of a business that resulted in $ 8.5 million increase in goodwill and $ 8.2 million increase in intangible assets, respectively.

These amounts may change after the valuation is finalized.

Balance at September 30, 2024 $ 550,946 $ 395,517

1 During the period ended September 30, 2024, the Company completed business acquisitions that resulted increases in goodwill and intangible assets, respectively.

These amounts may change after the valuations are finalized.

The Company has operating leases for certain facilities, equipment and automobiles.

4 unchanged sentences

The ROU assets are amortized on a straight-line basis over the lease term.

The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of June 30, 2024 and 2023 and December 31, 2023, Condensed Consolidated Statements of Earnings and Comprehensive Income, and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023:

Condensed Consolidated Balance Sheets Line Item June 30, December 31,

The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of September 30, 2024 and 2023 and December 31, 2023, Condensed Consolidated Statements of Earnings and Comprehensive Income, and Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023:

Condensed Consolidated Balance Sheets Line Item September 30, December 31,

(in thousands) 2024 2023 2023

5 unchanged sentences

The components of lease expense were as follows:

Condensed Consolidated Statements of Earnings and Comprehensive Income Line Item Three Months Ended June 30,

Condensed Consolidated Statements of Earnings and Comprehensive Income Line Item Three Months Ended September 30,

(in thousands) 2024 2023

3 unchanged sentences

Supplemental cash flow information related to leases is as follows:

Three Months Ended June 30,

Three Months Ended September 30,

(in thousands) 2024 2023

2 unchanged sentences

Operating right-of-use assets obtained in exchange for new lease

The following is a schedule, by years, of maturities of lease liabilities as of June 30, 2024:

liabilities 5,862 6,437

The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2024:

(in thousands) Operating Leases

Remaining six months of 2024 $ 10,332

Remaining three months of 2024 $ 5,741

Thereafter 21,061

2 unchanged sentences

Total lease liabilities $ 88,590

The following table summarizes the Company's lease terms and discount rates as of June 30, 2024 and 2023:

The following table summarizes the Company's operating lease terms and discount rates as of September 30, 2024 and 2023:

Weighted-average remaining lease terms (in years)

Operating leases 6.8 5.9

Weighted-average discount rate

Operating leases 5.1 % 4.7 %

As of June 30, 2024, the Company had $ 474.4 million, excluding deferred financing costs, outstanding under its Amended and Restated Credit Facility.

The Company had outstanding balances of $ 571.9 million and $ 485.7 million under the Amended and Restated Credit Facility as of June 30, 2023, and December 31, 2023, respectively.

The following is a schedule, by years, of maturities for the remaining term loan facility as of June 30, 2024:

(in thousands) 5-Year Term Loan

Remaining six months of 2024 $ 11,250

As of September 30, 2024, the Company had $ 468.8 million, excluding deferred financing costs, outstanding under its Amended and Restated Credit Facility.

The Company had outstanding balances of $ 566.3 million and $ 485.7 million under the Amended and Restated Credit Facility as of September 30, 2023, and December 31, 2023, respectively.

The following is a schedule, by years, of maturities for the remaining term loan facility as of September 30, 2024:

(in thousands) Remaining Periods of Term Loan

Remaining three months of 2024 $ 5,625

Total loan outstanding $ 393,750

The $ 75.0 million outstanding under the revolving credit facility is due on March 31, 2027.

The Company was in compliance with its financial covenants under the Amended and Restated Credit Facility as of June 30, 2024.

The Company was in compliance with its financial covenants under the Amended and Restated Credit Facility as of September 30, 2024.

Certain of the Company's domestic subsidiaries are guarantors for a credit agreement between certain of its foreign subsidiaries and institutional lenders that is in addition to the Amended and Restated Credit Facility.

As of June 30, 2024, all of the Company's credit facilities provide a total of $ 381.2 million in available borrowing capacity and an irrevocable standby letter of credit in support of various insurance deductibles.

As of September 30, 2024, all of the Company's credit facilities provide a total of $ 381.9 million in available borrowing capacity and an irrevocable standby letter of credit in support of various insurance deductibles.

Commitments and Contingencies

11 unchanged sentences

and Canada), the Europe segment, and the Asia/Pacific segment (comprised of the Company’s operations in Asia, the South Pacific, and the Middle East).

These segments are similar

in several ways, including the types of materials used, the production processes, the distribution channels and the product applications.

The Administrative & All Other line item primarily includes expenses such as self-insured workers compensation claims for employees, stock-based compensation for certain members of management, interest expense, foreign exchange gains or losses and income tax expense, as well as revenues and expenses related to real estate activities.

These segments are similar in several ways, including the types of materials used, the production processes, the distribution channels and the product applications.

The Administrative & All Other line item primarily includes expenses such as self-insured workers compensation claims for employees, stock-based compensation for certain members of management, adjustments related to non-qualified deferred compensation plan, interest expense, foreign exchange gains or losses and income tax expense, as well as revenues and expenses related to real estate activities.

The following table illustrates certain measurements used by management to assess the performance of the segments described above as of or the following periods:

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2024 2023 2024 2023

15 unchanged sentences

* Sales to other segments are eliminated upon consolidation.

As of June 30, December 31,

As of September 30, December 31,

(in thousands) 2024 2023 2023

5 unchanged sentences

Cash collected by the Company’s U.S.

subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore is in the total assets of “Administrative and all other.” Cash and cash equivalent balances in the “Administrative and all other” segment were $ 249.2 million, $ 326.5 million and $ 368.6 million, as of June 30, 2024 and 2023, and December 31, 2023, respectively.

subsidiaries is routinely transferred into the Company’s cash management accounts and, therefore is in the total assets of “Administrative and all other".

Cash and cash equivalent balances in the “Administrative and all other” segment were $ 208.3 million, $ 465.3 million and $ 368.6 million, as of September 30, 2024 and 2023, and December 31, 2023, respectively.

Also included in the total assets of "Administrative and all other" are intercompany borrowings due from the Europe segment.

2 unchanged sentences

Its concrete construction products include adhesives, specialty chemicals, mechanical anchors, carbide drill bits, powder actuated tools and reinforcing fiber materials and are used for restoration, protection or strengthening concrete, masonry and steel construction in residential, industrial, commercial and infrastructure construction.

T he following

table illustrates the distribution of the Company’s net sales by product group as additional information for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, Six Months Ended June 30,

T he following table illustrates the distribution of the Company’s net sales by product group as additional information for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

(in thousands) 2024 2023 2024 2023

5 unchanged sentences

Dividend Declared

On July 26, 2024, the Company’s Board of Directors (the "Board") declared a quarterly cash dividend of $ 0.28 per share, estimated to be $ 11.8 million in total.

The dividend will be payable on October 24, 2024, to the Company's stockholders of record on October 3, 2024.

Acquisition of Monet

On August 1, 2024, the Company completed its acquisition of all of the operating assets and assumed liabilities of Monet DeSauw Inc.

and certain properties of Callaway Properties, LLC (together with its subsidiaries “Monet”) for a total purchase consideration of approximately $ 59.0 million before normal working capital adjustments ( the “Acquisition”).

Monet is a private manufacturing company specializing in the production of large-scale saws and material handling equipment for the truss industry in the United States.

Monet’s manufacturing largely entails assembly of parts and components with limited fabrication.

The acquisition will expand the Company’s product and service offering to component manufacturers.

The acquisition will be accounted for as a business combination, with the goodwill being non-deductible for tax purposes.

The allocation of the purchase price to the underlying assets acquired and liabilities assumed is subject to a formal valuation process, which has not yet been completed.

The major classes of assets acquired include trade receivables, inventories, customer deposits, and intangibles.

On October 23, 2024, the Company’s Board of Directors (the "Board") declared a quarterly cash dividend of $ 0.28 per share, estimated to be $ 11.7 million in total.

The dividend will be payable on January 23, 2025, to the Company's stockholders of record on January 2, 2025.

Share Repurchase Authorization

On October 23, 2024 , the Board authorized the Company to repurchase up to $ 100.0 million of the Company's common stock, effective January 1, 2025 through December 31, 2025.

Share Repurchases

From October 1, 2024 to November 5, 2024, the Company repurchased an additional 275,906 shares of the Company’s common stock in the open market at an average price of $ 181.22 per share, for a total of $ 50.0 million .

As a result, the Company completed purchase of all of $ 100.0 million of shares that were previously authorized.

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