What changed in this filing

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Item 1. Financial Statements

2025-05-09 compared with 2024-11-12 · 278 added, 280 removed, 386 unchanged (59% of the section changed)

4 unchanged sentences

(In thousands, unaudited)

September 30, December 31,

March 31, December 31,

2025 2024 2024

11 unchanged sentences

Total assets $ 2,822,956 $ 2,721,946 $ 2,736,168

LIABILITIES AND STOCKHOLDERS’ EQUITY

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY

Current liabilities

Trade accounts payable $ 118,019 $ 102,997 $ 100,972

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

Accrued liabilities and other current liabilities 239,511 226,944 242,876

1 unchanged sentence

Total current liabilities 380,030 352,441 366,348

Operating lease liabilities 70,496 53,808 55,324

Long-term debt, net of issuance costs 442,885 539,073 458,791

Operating lease liabilities, net of current portion 82,913 52,051 76,184

Long-term debt, net of current portion and issuance costs 357,278 453,454 362,563

Deferred income tax 90,346 96,937 90,303

1 unchanged sentence

Total liabilities 952,438 996,283 923,034

Commitments and contingencies (Note 12)

Non-qualified deferred compensation plan share awards 8,804 — 7,786

Commitments and contingencies (see Note 13)

Stockholders’ equity

3 unchanged sentences

Common stock held in non-qualified deferred compensation plan ("DCP") ( 1,284 ) — ( 1,297 )

( 1,074 ) — —

Treasury stock ( 25,105 ) — ( 100,771 )

1 unchanged sentence

Total stockholders’ equity 1,861,714 1,725,663 1,805,348

Total liabilities and stockholders’ equity $ 2,897,459 $ 2,815,487 $ 2,704,724

Total liabilities, mezzanine equity, and stockholders’ equity $ 2,822,956 $ 2,721,946 $ 2,736,168

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

3 unchanged sentences

(In thousands except per-share amounts, unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2024 2023 2024 2023

Three Months Ended

Net sales $ 538,895 $ 530,579

2 unchanged sentences

Operating expenses:

Research and development and other engineering 23,678 24,751 68,303 67,035

Selling 54,590 52,391 165,007 151,497

General and administrative 70,604 64,793 207,181 197,267

Research and development and engineering expense 19,839 21,918

Selling expense 54,164 54,499

General and administrative expense 75,666 70,193

Total operating expenses 149,669 146,610

2 unchanged sentences

Income from operations 102,319 96,098

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 )

Interest income, net and other finance costs 1,103 351

Other & foreign exchange gain, net 1,058 1,969

Income before taxes 104,480 98,418

2 unchanged sentences

Other comprehensive income

Translation adjustments 26,320 ( 13,238 ) 4,409 ( 8,729 )

Unamortized pension adjustments ( 367 ) ( 4 ) ( 653 ) 396

Translation adjustment and other, net of tax 17,836 ( 19,642 )

Unamortized pension adjustments, net of tax 420 ( 73 )

Cash flow hedge adjustment, net of tax ( 6,109 ) 5,118

Comprehensive net income $ 108,045 $ 91,866 $ 266,413 $ 281,976

Net income per common share:

Comprehensive income $ 90,031 $ 60,833

Earnings per common share:

Basic $ 1.86 $ 1.78

Diluted $ 1.85 $ 1.77

Weighted-average number of shares outstanding

Weighted average shares outstanding

Basic 41,846 42,386

6 unchanged sentences

(In thousands except per-share data, unaudited)

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

Three Months Ended March 31, 2025 and 2024

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

Shares Par Value Capital Earnings Loss Stock Stock Total

Balance at December 31, 2024 41,878 $ 424 $ 307,197 $ 1,646,568 $ ( 46,773 ) $ ( 1,297 ) $ ( 100,771 ) $ 1,805,348

Net income — — — 77,884 — — — 77,884

Translation adjustment and other, net of tax — — — — 17,836 — — 17,836

Pension adjustment,

net of tax — — — — ( 367 ) — — ( 367 )

Pension adjustment, net of tax — — — — 420 — — 420

Cash flow hedges, net of tax — — — — ( 6,109 ) — — ( 6,109 )

Stock-based compensation and deferred compensation plan ("DCP") expense — — 4,981 — — — — 4,981

— — ( 2,506 ) — — — — ( 2,506 )

Common stock held in DCP ( 15 ) — 87 — — ( 87 ) — —

1,074 — — ( 1,074 ) — —

Distribution/ diversification of common stock held in DCP 1 — — — — 100 — 100

Change in redemption value of share awards in DCP — — — ( 833 ) — — — ( 833 )

— — — ( 1,533 ) — — — ( 1,533 )

Shares issued from release of Restricted Stock Units 64 1 ( 4,576 ) — — — — ( 4,575 )

Repurchase of common stock — — — — — — ( 23 ) ( 23 )

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

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

Translation adjustment and other,

net of tax — — — — ( 13,238 ) — — ( 13,238 )

Pension adjustment, net of tax — — — — ( 4 ) — — ( 4 )

Cash flow hedges, net of tax — — — — 1,087 — — 1,087

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

Repurchase of common stock, including excise tax ( 147 ) — — — — — ( 25,105 ) ( 25,105 )

Retirement of common stock — ( 6 ) — ( 100,765 ) — — 100,771 —

Cash dividends declared on common stock, $ 0.28 per share

— — — ( 11,759 ) — — — ( 11,759 )

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

Simpson Manufacturing Co., Inc.

and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands except per-share data, unaudited)

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

Net income — — — 266,778 — — — 266,778

Translation adjustment, net of tax — — — — 4,409 — — 4,409

Pension adjustment and other,

net of tax — — — — ( 653 ) — — ( 653 )

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

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

Common stock issued at $ 165.83 per share for stock bonus

21 — 3,526 — — — — 3,526

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

Repurchase of common stock ( 283 ) — — — — — ( 50,280 ) ( 50,280 )

Retirement of treasury stock — ( 3 ) — ( 50,360 ) — — 50,363 —

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

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

Balance at March 31, 2025 41,802 $ 419 $ 311,215 $ 1,611,095 $ ( 34,626 ) $ ( 1,284 ) $ ( 25,105 ) $ 1,861,714

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

Net income — — — 75,430 — — — 75,430

Translation adjustment, net of tax — — — — ( 8,729 ) — — ( 8,729 )

Pension adjustment and other,

net of tax — — — — 396 — — 396

Translation adjustment and other, net of tax — — — — ( 19,642 ) — — ( 19,642 )

Pension adjustment, net of tax — — — — ( 73 ) — — ( 73 )

Cash flow hedges, net of tax — — — — 5,118 — — 5,118

Stock-based compensation — — 15,564 — — — — 15,564

Stock-based compensation expense — — 4,085 — — — — 4,085

Shares issued from release of Restricted Stock Units 119 1 ( 7,543 ) — — — — ( 7,542 )

Retirement of common stock — ( 3 ) — ( 50,360 ) — — 50,363 —

Cash dividends declared on common stock, $ 0.27 per share

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

— — — ( 11,459 ) — — — ( 11,459 )

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

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

3 unchanged sentences

(In thousands, unaudited)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities

7 unchanged sentences

Deferred income taxes ( 1,256 ) ( 881 )

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

16,017 17,789

Provision for doubtful accounts

Noncash compensation related to stock plans and other changes in the fair value of DCP 6,598 5,346

Provision (recovery) for doubtful accounts 254 ( 416 )

Deferred hedge gain ( 897 ) ( 752 )

( 2,556 ) ( 3,095 )

Changes in operating assets and liabilities

Changes in operating assets and liabilities, net of amounts acquired

Trade accounts receivable ( 85,384 ) ( 61,254 )

Inventories ( 18,484 ) ( 9,055 )

Other current assets ( 7,848 ) 438

Trade accounts payable 18,224 399

Income taxes payable 520 79,542

Other current assets ( 4,807 ) ( 12,758 )

Accrued liabilities and other current liabilities ( 5,100 ) ( 2,654 )

3 unchanged sentences

Capital expenditures ( 50,165 ) ( 39,412 )

Acquisitions, net of cash acquired (see Note 3)

( 77,641 ) ( 17,525 )

Purchases of equity investments ( 187 ) ( 101 )

Proceeds from sale of property and equipment 250 142

Proceeds from sale of business — 8,544

Net cash used in investing activities ( 50,102 ) ( 39,371 )

1 unchanged sentence

Repurchase of common stock ( 25,000 ) —

Proceeds from line of credit 1,296 264

Repayments of line of credit and term loan

( 20,080 ) ( 17,362 )

Issuance of common stock

Proceeds from line of credits 1,768 1,262

Repayments of lines of credit and term loan ( 6,815 ) ( 7,088 )

Dividends paid ( 11,735 ) ( 11,430 )

1 unchanged sentence

Net cash used in financing activities ( 42,832 ) ( 24,800 )

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

Effect of exchange rate changes on cash ( 3,710 ) ( 4,467 )

Net decrease in cash and cash equivalents ( 89,081 ) ( 60,700 )

Cash and cash equivalents at beginning of period 239,371 429,822

3 unchanged sentences

Dividends declared but not paid 11,758 11,459

Issuance of Company’s common stock for compensation 3,526 —

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

5 unchanged sentences

Investments in 50% or less owned entities are accounted for using either the cost or the equity method.

All significant intercompany transactions have been eliminated.

All significant intercompany transactions have been eliminated upon consolidation.

Certain amounts in the Condensed Consolidated Financial Statements of the prior year have been reclassified to conform to the fiscal 2025 presentation.

These reclassifications had no impact on the Company's Total Assets, Total Stockholders' Equity, Net sales or Net income in its Condensed Consolidated Financial Statements.

These reclassifications had no impact on the Company's Condensed Consolidated Balance Sheets, Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity or Condensed Consolidated Statements of Cash Flow.

For the three months ended March 31, 2025, the Company reallocated some of the costs from “Research and development and engineering expense” and “Selling expense” to “General and administrative expense” within the Condensed Consolidated Statements of Earnings and Comprehensive Income.

The change was made on a prospective basis and did not adjust operating results of prior periods.

While this change impacts the comparability of the results for prior periods presented, the change did not have any impact on the total operating expenses.

Use of Estimates

1 unchanged sentence

Management believes that these Condensed Consolidated Financial Statements include all normal and recurring adjustments necessary for a fair presentation under GAAP.

Effective January 1, 2025, the Company changed its method of computing depreciation of Machinery and Equipment from accelerated methods to a straight-line method.

The Company determined that the change in depreciation method is considered change in accounting estimate affected by a change in accounting principle.

Accordingly, a change in accounting estimate affected by a change in accounting principle was applied prospectivel y.

As a result of the change to the straight-line method, there is a $ 1.9 million reduction in depreciation expense and an estimated $ 1.4 million increase in net income, o r approximately $ 0.03 per basic and $ 0.03 per diluted share, for the three months ended March 31, 2025.

Interim Reporting Period

5 unchanged sentences

The Company’s quarterly results fluctuate.

As a result, the results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future periods.

Accordingly, the results of operations for the interim periods presented are not necessarily indicative of the results to be expected for any future periods.

Cash and Cash Equivalents

5 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 nine months ended September 30, 2024 are outlined in the table below:

December 31, 2023 Expense (Deductions), net

September 30, 2024

Allowance for doubtful accounts

The changes in the allowance for doubtful accounts receivable for the three months ended March 31, 2025 are outlined in the table below:

December 31, 2024 Expense (Deductions), net Write-Offs 1

March 31, 2025

Allowance for credit losses

$ 2,998 254 73 $ 3,179

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

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

Fair Value of Financial Instruments

9 unchanged sentences

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 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:

The fair values of the Company’s contingent consideration related to acquisition is classified as Level 3 within the fair value hierarchy, as this amount is 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 March 31, 2025 and 2024:

(in thousands)

2 unchanged sentences

$ 21,901 $ — $ — $ 113,716 $ — $ —

Derivative instruments - assets (3)

— 22,936 — — 28,876 —

Investment in deferred compensation plan (4)

1,065 — — — — —

Term loan due 2027 (2)

2 unchanged sentences

— — — — 75,038 —

Derivative instruments - assets (3)

$ — $ 14,199 $ — $ — $ 42,769 $ —

Derivative instruments - liabilities (3)

20,910 — — 19,472 —

Investment in deferred compensation plan (4)

$ 896 $ — $ — $ — $ — $ —

Deferred compensation plan liabilities (4)

1 unchanged sentence

Contingent considerations — — 5,400 — — 6,508

(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.

(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 March 31, 2025 and 2024 as a component of "Cash and cash equivalents".

(2) The carrying amounts of our term loan and revolver approximate fair value as of March 31, 2025 and 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 7.

4 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.

12 unchanged sentences

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.

For common stock that has not been diversified, the Company common 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's common stock held by the non-qualified deferred compensation plan.

Common stock is 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.

2 unchanged sentences

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.

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 period ended March 31, 2024.

The Company has reflected these DCP transactions in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statement of Stockholders’ Equity for the periods ended March 31, 2025 and December 31, 2024 .

The transactions resulted in reclassifying equity balances related to "Non-qualified deferred compensation plan share awards" as mezzanine equity for $ 8.8 million and they were combined with stock-based compensation expense in the Condensed Consolidated Statement of Stockholders’ Equity for the three months ended March 31, 2025 .

The Company has evaluated the prior period reclassifications both qualitatively and quantitatively and has concluded that they have an 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

1 unchanged sentence

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

Our shipping terms provide the primary indicator of the transfer of control.

The Company's shipping terms provide the primary indicator of the transfer of control.

The Company's general shipping terms are Incoterm C.P.T.

17 unchanged sentences

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.

In addition, future tax benefits are recognized to the extent that realization of such benefits is more

likely than not.

This method gives consideration to the future tax consequences of the deferred income tax items and immediately recognizes changes in income tax laws in the year of enactment.

3 unchanged sentences

Potentially dilutive shares are included in the diluted per-share calculations using the treasury stock method for all periods when the effect of their inclusion is dilutive.

Accounting Standard Adopted

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update ("ASU") 2023-07, which aligns interim segment disclosure requirements with existing annual requirements and includes updates to segment reporting, most notably through enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker (“CODM”).

The Company adopted the ASU for annual disclosures for the year ended December 31, 2024, and interim disclosures for the first quarter of 2025.

The ASU is applied retrospectively to all prior periods presented in the accompanying unaudited consolidated financial statements, and it had no impact on the Company’s consolidated financial statements.

Refer to Note 1 3 for more information.

Accounting Standards Not Yet Adopted

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) 2023-07 requiring enhanced segment disclosures.

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.

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.

The Company's annual reporting requirements will be effective for fiscal 2024 and interim reporting requirements will be effective beginning with the first quarter of fiscal 2025.

Early adoption is permitted and retrospective application is required for all periods presented.

The Company is in the process of analyzing the impact of ASU 2023-07 on its related Condensed Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09 requiring enhanced income tax disclosures.

ASU 2023-09 requires disclosure of specific categories and disaggregation of information in the rate reconciliation table.

ASU 2023-09 also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

The requirements of ASU 2023-09 are effective for annual periods beginning after December 15, 2024.

The ASU requires disclosure of specific categories and disaggregation of information in the rate reconciliation table.

The ASU also requires disclosure of disaggregated information related to income taxes paid, income or loss from continuing operations before income tax expense or benefit, and income tax expense or benefit from continuing operations.

The requirements of the ASU are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and the amendments should be applied on a prospective basis.

Retrospective application is permitted.

The Company is in the process of analyzing the impact of ASU 2023-09 on its Condensed Consolidated Financial Statements.

The Company does not believe any other new accounting pronouncements issued by the FASB that have not become effective will have a material impact on its Condensed Consolidated Financial Statements.

The Company is continuing to analyze the requirements and expects immaterial impact of the ASU on its Condensed Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03 requiring public companies to disclose, in interim and reporting periods, additional information about certain expenses in the financial statements.

The ASU is effective for annual periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

Early adoption is permitted and is effective on either a prospective basis or retrospective basis.

The Company is currently assessing the potential impacts of adoption on the consolidated financial statements.

The Company does not believe other new accounting pronouncements issued by the FASB that have not become effective will have a material impact on its Condensed Consolidated Financial Statements.

Revenue from Contracts with Customers

2 unchanged sentences

Wood Construction Products Revenue .

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.

Wood construction products represented approximately 85.3 % and 85.1 % of total net sales for the three months ended March 31, 2025 and 2024, respectively.

Concrete Construction Products Revenue.

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.

Concrete construction products represented approximately 14.4 % and 14.8 % of total net sales for the three months ended March 31, 2025 and 2024 respectively.

Customer acceptance criteria.

Generally, there are no customer acceptance criteria included in the Company's standard sales agreement with customers.

When an arrangement with the customer does not meet the criteria to be accounted for as a revenue contract under the standard, the Company recognizes revenue in the amount of nonrefundable consideration received when the Company has transferred control of the goods or services and has stopped transferring (and has no obligation to transfer) additional goods or services.

additional goods or services.

The Company offers certain customers discounts for paying invoices ahead of the due date, which are generally 30 to 60 days after the issue date.

Other revenue .

Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services were approximately 0.7 % of total net sales and recognized as the services are completed or by transferring control over a product to a customer at a point in time.

Service sales, representing after-market repair and maintenance, engineering activities and software license sales and services were less than 0.5 % of total net sales and recognized as the services are completed or by transferring control over a product to a customer at a point in time.

Services may be sold separately or in bundled packages.

8 unchanged sentences

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

As of March 31, 2025 and 2024, the Company's contract liability was $ 7.2 million and immaterial, respectively.

The Company recognized revenue of $ 3.0 million during the period ended March 31, 2025.

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

September 30, Nine Months Ended

September 30,

(in thousands, except per share amounts) 2025 2024

10 unchanged sentences

Under the 2011 Plan, no more than 16.3 million shares of the Company’s common stock in aggregate may be issued, including shares already issued pursuant to prior awards granted under the 2011 Plan.

Shares of the Company's common stock underlying awards to be issued pursuant to the 2011 Plan are registered under the Securities Act of 1933.

Under the 2011 Plan, the Company may grant restricted stock and restricted stock units.

Shares of the Company's common stock underlying awards to be issued pursuant to the 2011 Plan are registered under the Securities Act.

Under the 2011 Plan, the Company may grant restricted stock, restricted stock units, and stock options.

The Company currently intends to award only performance-based stock units ("PSUs") and/or time-based restricted stock units ("RSUs").

The Company allocates stock-based compensation expense amongst cost of sales, research and development and other engineering expense, selling expense, or general and administrative expense based on the job functions performed by the employees to whom the stock-based compensation is awarded.

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 $ 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.

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 $ 6.5 million and $ 5.3 million for the three months ended March 31, 2025 and 2024, respectively.

During the three months ended March 31, 2025, the Company granted an aggregate of 110 thousand RSUs and PSUs to the Company's employees, including officers at an estimated weighted average fair value of $ 166.60 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.

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Time-based RSUs are granted to the Company's employees excluding officers and certain key employees, vest ratably over the four year vesting-term of the award.

The Company’s seven non-employee directors are entitled to receive an aggregate of approximately $ 0.9 million in equity compensation annually under the Company's non-employee director compensation program.

The number of shares ultimately granted are based on the average closing share price for the Company's common stock over the 60 day period prior to approval of the award in the second quarter of each year.

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 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.

As of March 31, 2025, the Company's aggregate unamortized stock compensation expense was approximately $ 37.5 million which is expected to be recognized in expense over a weighted-average period of 2.5 years.

Trade Accounts Receivable, net

Trade accounts receivable consisted of the following:

As of September 30, As of December 31,

As of March 31, As of December 31,

(in thousands) 2025 2024 2024

Trade accounts receivable $ 381,725 $ 350,622 $ 291,480

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

Allowance for credit losses ( 3,179 ) ( 2,927 ) ( 2,998 )

Allowance for sales discounts and returns ( 5,348 ) ( 4,281 ) ( 4,090 )

1 unchanged sentence

The components of inventories are as follows:

As of September 30, As of December 31,

As of March 31, As of December 31,

(in thousands) 2025 2024 2024

7 unchanged sentences

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

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.

As of March 31, 2025, the aggregate notional amount of the Company's outstanding interest rate contracts, cross currency swap contracts and EUR forward contract were $ 382.5 million, $ 401.0 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 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:

There were no amounts recognized due to ineffectiveness during the three months ended March 31, 2025 and March 31, 2024.

The effects of fair value and cash flow hedge accounting on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended March 31, 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 (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

(in thousands) 2024 2023 2024 2023

Interest rate contracts $ ( 7,000 ) $ 4,959 Interest expense $ 3,067 $ 4,302

Cross currency contracts ( 13,285 ) 12,156 Interest expense 898 1,483

Forward contracts — ( 122 ) FX gain (loss) ( 19,134 ) 11,753

Cost of goods sold — ( 20 )

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 nine months ended September 30, 2024 and 2023 were as follows:

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

The effects of derivative instruments on the Condensed Consolidated Statement of Earnings and Comprehensive Income for the three months ended March 31, 2025 and 2024 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 $ ( 15,576 ) $ 17,781 $ ( 12,752 ) $ 14,339

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.

For the three months ending March 31, 2025 and March 31, 2024 loss on the net investment hedge of $ 4.1 million and gain on the net investment hedge of $ 4.7 million were included in OCI, respectively.

For the three months ending March 31, 2025 and March 31, 2024, excluded gains of $ 1.2 million and $ 1.3 million were reclassified from OCI to interest expense, respectively.

As of March 31, 2025, the aggregate fair values of the Company’s derivative instruments on the Condensed Consolidated Balance Sheet were comprised of an asset of $ 22.9 million, of which $ 11.2 million is included in other current assets, and the balance of $ 11.7 million as other non-current assets, and of a non-current liability of $ 20.9 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 September 30, As of December 31,

As of March 31, As of December 31,

(in thousands) 2025 2024 2024

6 unchanged sentences

( 531,393 ) ( 486,564 ) ( 516,320 )

372,029 361,080 369,507

Capital projects in progress 196,474 76,349 162,148

Total $ 568,503 $ 437,429 $ 531,655

Assets held-for sale

In January 2025, the Company made a decision to sell its unimproved land located in Stockton, California.

The Company determined that the long-lived assets meet the criteria to be classified as held for sale in its condensed financial statements, and presented the asset's carrying value of approximately $2.4 million in Other current assets line of the condensed consolidated balance sheets.

Goodwill and Intangible Assets, net

Goodwill by segment were as follows:

As of September 30, As of December 31,

As of March 31, As of December 31,

(in thousands) 2025 2024 2024

3 unchanged sentences

Total $ 527,621 $ 492,767 $ 512,383

Amortizable intangible assets were as follows:

(in thousands) Gross Carrying

Amortization Net Carrying

Balance as of December 31, 2023

$ 38,598 $ ( 4,854 ) $ 33,744

Amortization — ( 691 ) ( 691 )

Foreign exchange

( 419 ) — ( 419 )

Balance as of March 31, 2024 38,179 ( 5,545 ) 32,634

Purchases 15,800 — 15,800

Amortization — ( 2,777 ) ( 2,777 )

Foreign exchange ( 507 ) — ( 507 )

Balance as of December 31, 2024 53,472 ( 8,322 ) 45,150

Amortization — ( 675 ) ( 675 )

Foreign exchange

Balance as of March 31, 2025 $ 53,757 $ ( 8,997 ) $ 44,760

(in thousands) Gross Carrying

Amortization Net Carrying

Unpatented Technology

Balance as of December 31, 2023

$ 22,508 $ ( 20,279 ) $ 2,229

Amortization — ( 210 ) ( 210 )

Foreign exchange ( 184 ) — ( 184 )

Balance as of March 31, 2024 22,324 ( 20,489 ) 1,835

Amortization — ( 781 ) ( 781 )

Foreign exchange 135 — 135

Balance as of December 31, 2024 22,459 ( 21,270 ) 1,189

Amortization — ( 171 ) ( 171 )

Foreign exchange

( 490 ) — ( 490 )

Balance as of March 31, 2025 $ 21,969 $ ( 21,441 ) $ 528

(in thousands) Gross Carrying

Amortization Net Carrying

Non-Compete Agreements, Trademarks and Other

Balance as of December 31, 2023

$ 28,147 $ ( 15,745 ) $ 12,402

Amortization — ( 378 ) ( 378 )

Foreign exchange 35 — 35

Balance as of March 31, 2024 28,182 ( 16,123 ) 12,059

Purchases 14,100 — 14,100

Amortization — ( 2,594 ) ( 2,594 )

Foreign exchange ( 42 ) — ( 42 )

Balance as of December 31, 2024 42,240 ( 18,717 ) 23,523

Amortization — ( 1,219 ) ( 1,219 )

Foreign exchange and other 1,036 — 1,036

Balance as of March 31, 2025 $ 43,276 $ ( 19,936 ) $ 23,340

(in thousands) Gross Carrying

Amortization Net Carrying

Customer Relationships

Balance as of December 31, 2023

$ 269,166 $ ( 46,399 ) $ 222,767

Amortization — ( 4,591 ) ( 4,591 )

Foreign exchange ( 4,601 ) — ( 4,601 )

Balance as of March 31, 2024 264,565 ( 50,990 ) 213,575

Purchases 10,560 — 10,560

Disposals 331 — 331

Amortization — ( 12,771 ) ( 12,771 )

Foreign exchange ( 12,144 ) — ( 12,144 )

Balance as of December 31, 2024 263,312 ( 63,761 ) 199,551

Amortization — ( 4,346 ) ( 4,346 )

Foreign exchange and other 11,500 — 11,500

Balance as of March 31, 2025

$ 274,812 $ ( 68,107 ) $ 206,705

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

As of September 30, 2024

Carrying Accumulated Carrying

(in thousands) Amount Amortization Amount

As of March 31, 2025

(in thousands) Gross Carrying

Amortization Net Carrying

North America $ 116,930 $ ( 40,839 ) $ 76,091

2 unchanged sentences

Total $ 499,817 $ ( 118,738 ) $ 381,079

As of September 30, 2023

(in thousands) Carrying

Amount Accumulated

Amortization Carrying

As of March 31, 2024

(in thousands) Gross Carrying

Amortization Net Carrying

North America $ 64,189 $ ( 34,505 ) $ 29,684

1 unchanged sentence

Asia/Pacific 4,077 ( 379 ) 3,698

Total $ 438,041 $ ( 81,591 ) $ 356,450

$ 445,674 $ ( 93,147 ) $ 352,527

As of December 31, 2024

(in thousands) Carrying

Amount Accumulated

Amortization Carrying

(in thousands) Gross Carrying

Amortization Net Carrying

North America $ 116,550 $ ( 39,061 ) $ 77,489

4 unchanged sentences

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

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.

Amortization of definite-lived intangible assets was $ 6.4 million and $ 5.6 million for the three months ended March 31, 2025 and 2024, respectively.

The weighted-average amortization period for all amortizable intangibles on a combined basis is 9.4 years.

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:

At March 31, 2025, the estimated future amortization of definite-lived intangible assets was as follows:

(in thousands)

Remaining three months of 2024 $ 7,513

Remaining nine months of 2025 $ 19,626

Thereafter 144,289

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

Indefinite-lived intangible assets totaled $ 105.7 million, $ 92.4 million, and $ 105.7 million as of March 31, 2025, and 2024 and December 31, 2024, respectively.

The changes in the carrying amount of goodwill and intangible assets for the three months ended March 31, 2025, were as follows:

(in thousands) Goodwill Intangible

Balance at December 31, 2024 $ 512,383 $ 375,051

Acquisitions 1

42,870 43,372

Amortization — ( 6,411 )

Foreign exchange 5,526 4,771

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.

Foreign exchange and other

15,238 12,439

Balance at March 31, 2025 $ 527,621 $ 381,079

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

The existing operating leases expire at various dates through 2039, some of which include options to extend the leases for up to five years .

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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 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,

The following table provides a summary of leases included on the Condensed Consolidated Balance Sheets as of March 31, 2025 and 2024 and December 31, 2024, Condensed Consolidated Statements of Earnings and Comprehensive Income, and Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 :

Condensed Consolidated Balance Sheets Line Item March 31, December 31,

(in thousands) 2025 2024 2024

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The components of lease expense were as follows:

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

Condensed Consolidated Statements of Earnings and Comprehensive Income Line Item Three Months Ended March 31,

(in thousands) 2025 2024

Operating lease cost General administrative expenses and

cost of sales $ 5,599 $ 4,434

Operating lease cost General administrative expenses and cost of sales

$ 6,518 $ 4,685

Other Information

Supplemental cash flow information related to leases is as follows:

Three Months Ended September 30,

Three Months Ended March 31,

(in thousands) 2025 2024

1 unchanged sentence

Operating cash flows for operating leases

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

liabilities 5,862 6,437

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

$ 6,131 $ 4,587

Operating right-of-use assets obtained in exchange for new lease liabilities 24,502 2,213

The following is a schedule, by years, of maturities of lease liabilities as of March 31, 2025:

(in thousands) Operating Leases

Remaining three months of 2024 $ 5,741

Remaining nine months of 2025 $ 19,358

Thereafter 22,787

2 unchanged sentences

Total lease liabilities

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

The following table summarizes the Company's operating lease terms and discount rates as of March 31, 2025 and 2024:

Weighted-average remaining lease terms (in years) 6.7 5.3

Weighted-average discount rate 5.3 % 4.9 %

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

As of March 31, 2025, the Company had $ 382.5 million, excluding deferred financing costs, outstanding under its Amended and Restated Credit Facility.

The Company had outstanding balances of $ 480.0 million and $ 388.1 million under the Amended and Restated Credit Facility as of March 31, 2024, and December 31, 2024, respectively.

The following is a schedule, by years, of maturities for the remaining term loan facility as of March 31, 2025:

(in thousands) 5-Year Term Loan

Remaining nine months of 2025 $ 16,875

Total loan outstanding $ 382,500

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 September 30, 2024.

The Company was in compliance with its financial covenants under the Amended and Restated Credit Facility as of March 31, 2025.

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 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.

As of March 31, 2025, all of the Company's credit facilities provide a total of $ 456.1 million in available borrowing capacity and an irrevocable standby letter of credit in support of various insurance deductibles.

Commitments and Contingencies

9 unchanged sentences

The Company is organized into three reporting segments defined by the regions where the Company’s products are manufactured, marketed and distributed to the Company’s customers.

The financial information of these segments is available and utilized by the Chief Executive Officer, the Company’s CODM, to assess the segments’ performance.

The primary measurements used to measure the financial performance of the segments are revenue, gross margins, and operating margins to decide whether to reinvest the profits, make acquisitions, pay down debt or borrow, or to return capital to shareholders via dividends and share repurchases.

The three regional segments are the North America segment (comprised primarily of the Company’s operations in the U.S.

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).

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

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 September 30, Nine Months Ended September 30,

(in thousands) 2024 2023 2024 2023

North America $ 461,356 $ 456,820 $ 1,331,126 $ 1,328,615

Europe 121,170 119,043 370,985 371,074

Asia/Pacific 4,627 4,221 12,599 12,404

Total $ 587,153 $ 580,084 $ 1,714,710 $ 1,712,093

The Administrative & All Other column 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.

The following table presents financial information of each segment that is used by the CODM to assess the performance of segments for periods ended March 31, 2025 and March 31, 2024 , respectively:

(in thousands) North

America Europe Asia/

Pacific Administrative

& All Other Total

Net sales $ 420,699 $ 113,860 $ 4,336 $ — $ 538,895

Wood Products 361,926 93,875 3,641 — 459,442

Concrete Products 57,002 19,985 696 — 77,683

Cost of sales 210,407 73,838 2,611 ( 1 ) 286,855

Gross profit 210,292 40,022 1,725 1 252,040

Research and development, and other engineering expenses 17,508 2,132 199 — 19,839

Selling expenses 41,062 12,307 795 — 54,164

General and administrative expenses 47,491 16,277 371 11,527 75,666

Sales to other segments * 739 2,189 8,634 — 11,562

North America $ 711 $ 1,064 $ 2,410 $ 3,756

Europe 1,032 1,327 3,695 4,399

Asia/Pacific 6,146 8,022 23,716 21,880

Total $ 7,889 $ 10,413 $ 29,821 $ 30,035

Income (Loss) from Operations

North America $ 123,253 $ 135,633 $ 354,212 $ 393,456

Europe 12,635 15,450 33,037 42,894

Asia/Pacific 260 477 ( 617 ) 718

Administrative and all other ( 11,294 ) ( 11,347 ) ( 33,507 ) ( 33,472 )

Total $ 124,854 $ 140,213 $ 353,125 $ 403,596

Income from operations 104,238 9,309 359 ( 11,587 ) 102,319

Depreciation and amortization 10,935 7,691 567 — 19,193

Significant non-cash charges 4,829 638 68 942 6,477

Provision for income taxes 23,170 2,942 363 121 26,596

Business Acquisition, net of cash acquired, capital expenditures and asset acquisitions, net of cash acquired 43,508 3,108 150 3,399 50,165

Total assets 2,150,075 730,238 48,668 ( 106,025 ) 2,822,956

(in thousands) North

America Europe Asia/

Pacific Administrative

& All Other Total

Net sales $ 406,749 $ 119,938 $ 3,892 $ — $ 530,579

Wood Products 349,853 98,376 3,343 — 451,572

Concrete Products 56,619 21,562 549 — 78,730

Cost of sales 206,212 76,126 3,216 469 286,023

Gross profit 200,537 43,812 676 ( 469 ) 244,556

Research and development, and other engineering expenses 19,794 1,956 168 — 21,918

Selling expenses 40,791 12,951 757 — 54,499

General and administrative expenses 41,150 18,697 326 10,020 70,193

Sales to other segments * 841 1,251 6,852 — 8,944

Income from operations 98,904 8,258 ( 575 ) ( 10,489 ) 96,098

Depreciation and amortization 10,211 7,818 599 561 19,189

Significant non-cash charges 3,471 905 52 918 5,346

Provision for income taxes 21,754 2,943 ( 3 ) ( 1,706 ) 22,988

Business Acquisition, net of cash acquired, capital expenditures and asset acquisitions, net of cash acquired 32,343 2,843 619 3,607 39,412

Total assets 1,782,890 716,263 36,275 186,518 2,721,946

* Sales to other segments are eliminated upon consolidation.

As of September 30, December 31,

(in thousands) 2024 2023 2023

North America $ 2,013,641 $ 1,675,344 $ 1,745,341

Europe 751,419 687,992 716,396

Asia/Pacific 48,618 36,416 38,719

Administrative and all other 83,781 415,735 204,268

Total $ 2,897,459 $ 2,815,487 $ 2,704,724

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 $ 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.

Included in the total assets of each segment are net intercompany borrowings due to and from the other segments.

The Company’s wood construction products include connectors, truss plates, fastening systems, fasteners and pre-fabricated shearwalls and are used for connecting and strengthening wood-based construction primarily in the residential and commercial construction market.

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 nine months ended September 30, 2024 and 2023:

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

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 $ 60.8 million and $ 276.6 million, as of March 31, 2025 and 2024, respectively.

As of March 31, 2025, the Company had $ 89.5 million or 59.5 %, of its cash and cash equivalents held outside the U.S.

in accounts belonging to the Company’s various foreign operating entities.

The majority of this balance is held in foreign currencies and could be subject to additional taxation if repatriated to the U.S.

The Company's wood construction products are used in light-frame building applications and include connectors, truss plates, screw fastening systems, fasteners and pre-fabricated lateral-force resisting systems.

Its concrete construction products are used in concrete, masonry and steel building applications and include adhesives, chemicals, mechanical anchors, carbide drill bits, powder actuated tools, fiber reinforced materials, and other repair products used for protecting and strengthening structures.

The following table shows the distribution of the Company’s net sales by product for the three months ended March 31, 2025, 2024, respectively:

Three Months Ended March 31,

(in thousands) 2025 2024

Wood construction products $ 494,379 $ 491,308 $ 1,450,972 $ 1,461,442

Concrete construction products 86,715 84,141 251,893 242,133

Wood Construction $ 459,442 $ 451,572

Concrete Construction 77,683 78,730

Other 1,770 277

2 unchanged sentences

Dividend Declared

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.

On May 6, 2025, the Company’s Board of Directors (the "Board") declared a quarterly cash dividend of $ 0.29 per share, estimated to be $ 12.1 million in total.

The dividend will be payable on July 24, 2025, to the Company's stockholders of record on July 3, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements