What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-07 compared with 2025-08-08 · 154 added, 125 removed, 219 unchanged (56% of the section changed)

17 unchanged sentences

Additional risks include:

the cyclicality and impact of general economic conditions; changing conditions in global markets including the impact of sanctions and tariffs, quotas and other trade actions and import restrictions; the impact of sales price increases of our products, the impact of pandemics, epidemics or other public health emergencies; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; the impact of foreign currency fluctuations; potential limitations on our ability to access capital resources and borrowings under our existing credit agreement;

the impact of sales price increases of our products, the impact of pandemics, epidemics or other public health emergencies; volatile supply and demand conditions affecting prices and volumes in the markets for both our products and raw materials we purchase; the impact of foreign currency fluctuations; potential limitations on our ability to access capital resources and borrowings under our existing credit agreement;

restrictions on our business and financial covenants under our credit agreement; reliance on employees subject to collective bargaining agreements;

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• Above market growth relative to the U.S.

housing starts (exceeding our historical average volume performance in North America of approximately 250 basis points above the housing starts market);

housing starts (exceeding our historical average volume performance in North America);

• An operating income margin at or above 20%;

• Earnings per share growth exceeding net revenue growth.

Since announced in 2021, we have made great progress on our key growth initiatives.

Since announced in 2021, we continue to make progress on our key growth initiatives.

Examples include:

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These examples further emulate our Founder, Barclay Simpson’s, nine principles of doing business, and more specifically the focus and obsession on customers and users.

During the six months ended June 30, 2025, the recent tariff and trade policy actions have had some impact and will continue to impact our results of operations.

During the nine months ended September 30, 2025 , the recent tariff and trade policy actions have had some impact and will continue to impact our results of operations.

We also experienced increased foreign currency exchange rate volatility, which we attribute, in part, to the rapidly changing global trade environment.

As previously announced, we increased prices as of June 2, 2025 on certain wood connectors, fasteners and mechanical anchors in the U.S.

We believe North America net sales could increase in future periods even if demand does not increase.

increased selling prices are expected to be offset by increased non-material costs including labor, energy, transportation, and equipment incurred over the prior three years.

In addition, the announced price increases will partly offset the increased costs related to the initial tariffs that effected a portion of our fastener and anchors sales, while it does not offset tariffs announced after June 2, 2025.

As previously announced, we increased prices as of June 2, 2025 on certain wood connectors, fasteners and mechanical anchors in the U.S., and increased prices as of October 15, 2025 on certain fasteners and mechanical anchors in the U.S.

North America net sales could increase in future periods even if demand does not increase.

However, increased selling prices are expected to be offset by increased non-material costs including labor, energy, transportation, and equipment incurred over the prior three years.

In addition, the announced price increases will partly offset the increased costs related to the tariffs that effected a portion of our fastener and anchors sales, while it does not offset tariffs announced after October 15, 2025.

Due to a declining housing starts market, we are undertaking proactive strategic cost savings initiatives to align our operations with evolving market demand to position the Company for long-term success.

These actions include workforce reduction and portfolio management.

As a result, we incurred approximately $3.0 million, net, in one-time charges during the third quarter of 2025, and estimate total one-time charges of approximately $9.0 million to $12.0 million, net, in fiscal year 2025.

We expect these initiatives will generate at least $30.0 million in annualized cost savings .

Non-GAAP Financial Measures

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housing starts and residential construction activity.

housing starts decreased under the trailing twelve months ending June 30, 2025, compared to the trailing twelve months ending June 30, 2024.

housing starts have been decreasing year over year since 2021.

Lower housing starts in the U.S.

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Our sales and income have historically been lower in the first and fourth quarters than in the second and third quarters of a fiscal year.

Increased tariffs (as noted above), political uncertainty, and rising costs can also have an effect on our gross and operating profits as well.

Increased tariffs (as noted above), political uncertainty, mortgage interest rates, and rising costs can also have an effect on our gross and operating profits as well.

Due to efforts in diversifying our geographic footprint, product offerings, and changing our path to market in the U.S., sales from our product lines, customer base, and customer purchases are becoming less seasonal.

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Historically, our North America segment has generated more revenues from wood construction products compared to concrete construction products.

North America net sales increased for the six months ended June 30, 2025 compared to the six months ended June 30, 2024 due to incremental sales from the Company's 2024 acquisitions and price increase that took effect in June 2025.

The increases were partly offset by decreased sales volumes and the negative effect of approximately $1.9 million in foreign currency translation.

Our wood construction product net sales increased 4.6% for the six months ended June 30, 2025 compared to June 30, 2024.

North America net sales increased for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024 due to price increase that took effect in June 2025 and incremental sales from the Company's 2024 acquisitions.

The increases were partly offset by decreased sales volumes of 1.3% and the negative effect of approximately $2.2 million in foreign currency translation.

Our wood construction product net sales increased 4.6% for the nine months ended September 30, 2025 compared to September 30, 2024.

Our concrete construction product net sales increased 6.2% over the same periods.

For 2025, U.S.

housing starts could decline in the low-single digit range from 2024 levels.

With the investments we have made, we believe we will be able to continue to grow volumes above the U.S.

housing starts could decline in the mid-single digit range from 2024 levels.

We believe we will be able to continue to grow volumes above the U.S.

housing starts market, one of our ambitions.

For the year-to-date period, housing starts have decreased in 2025 compared to the same period in 2024.

Operating income increased 3.5% to $366.5 million.

The increase was primarily due to higher gross profits, partially offset by higher operating expenses.

The operating expense increases were driven primarily by higher personnel costs and variable compensation .

The increase was primarily due to higher net sales, partially offset by higher operating expenses.

The operating expense increases were driven primarily by higher personnel costs, variable compensation, subscription licensing costs, partially offset by decreases in professional fees, travel related costs, and advertising and tradeshow costs .

Additional incremental investments in the business will be limited until the U.S.

housing market shows long-term improvement.

In May 2025, we held the grand opening on our Columbus, Ohio facility.

We expect the construction of our new Gallatin, Tennessee facility to be completed and operations to commence in the fourth quarter of 2025.

We completed construction of our Columbus, Ohio facility in the second quarter and the construction of our new Gallatin, Tennessee facility was mostly completed in the third quarter with operations to commence in the fourth quarter of 2025.

The cost of both projects was at or below budget.

These facilities are expected to improve our overall service, production efficiencies and safety in the workplace, as well as reduce our reliance on certain outsourced finished goods and component products.

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These investments reinforce our core business model differentiators to remain the partner of choice as we continue to produce products locally and ensure superior levels of customer service.

Europe net sales decrease d 1.0% for the six months ended June 30, 2025 compared to the six months ended June 30, 2024, Wood construction product net sales decrease d 0.9% f or the six months ended June 30, 2025 compared to June 30, 2024 and concrete construction product net sales, which are mostly project based, decreased 1.6% over the same periods.

Gross profit decrea sed $1.5 million primarily due to lower net sales as well as gross margins decreasing to 35.7% from 35.9% due to increased factory overhead, warehouse and labor costs, partially offset by lower material costs, as a percentage of net sales .

Operating income increased $4.6 million and operating margin increased to 10.1% from 8.2% due to lower operating and integration expenses.

We currently anticipate Europe 2025 results to be impacted by economic headwinds but also believe in the long term potential given Europe's on-going housing shortage (with an increasing use of wood construction) and new environmental regulations for which we have products and solutions.

Europe net sales increase d 2.9% for the nine months ended September 30, 2025 compared to the nine months ended September 30, 2024, mostly due to favorable foreign currency translations, and increased 10.9% or $13.3 million for the three months ended September 30, 2025 compared to the same period in 2024, with approximately $8.1 million of the increase due to favorable foreign currency translation and remaining increase mostly due to increased sales volumes.

Wood construction product net sales increase d 1.6% f or the nine months ended September 30, 2025 compared to September 30, 2024 and concrete construction product net sales, which are mostly project based, increased 8.2% over the same periods.

Gross profit increa sed $5.2 million primarily due to higher net sales as well as gross margins increasing to 36.5% from 36.1% due to a decrease in material costs, as a percentage of net sales .

Operating income increased $8.1 million and operating margin increased to 10.8% from 8.9% due to lower integration expenses and slightly lower operating expenses, negatively affected by foreign currency transactions.

In local currency, operating expenses decreased by 3%.

We currently anticipate Europe results for 2025 to be impacted by economic headwinds but also believe in the long term potential given Europe's on-going housing shortage (with an increasing use of wood construction) and new environmental regulations for which we have products and solutions.

Administrative and All Other loss from operations decreased to $1.1 million from $11.3 million due to a $12.9 million gain on disposal of assets from the sale of the existing Gallatin, Tennessee facility.

Our Asia/Pacific segment has generated revenues from both wood and concrete construction products.

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Based on business trends and conditions, the Company's outlook for the full fiscal year ending December 31, 2025 is as follows:

• Consolidated operating margin is estimated to be in the range of 18.5% to 20.5% given the declining trends and projections for 2025 U.S.

housing starts compared to the prior year and the current trade environment.

The outlook reflects the previously announced price increases that went into effect on June 2, 2025.

The operating margin range does not include any additional pricing actions in 2025 and includes a projected benefit of $12.0 million to $13.0 million from the sale of the original Gallatin, Tennessee facility based on a contracted sales price of $19.1 million.

• The effective tax rate is estimated to be in the range of 25.5% to 26.5%, including both federal and state income tax rates as well as international income tax rates, and assuming no tax law changes are enacted.

• Capital expenditures are estimated to range between $140.0 and $160.0 million, which includes approximately $70.0 million to $75.0 million remaining for both the Columbus, Ohio facility expansion and the new Gallatin, Tennessee facility construction.

Results of Operations for the Three Months Ended June 30, 2025, Compared with the Three Months Ended June 30, 2024

Unless otherwise stated, the below results, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the three months ended June 30, 2025, against the results of operations for the three months ended June 30, 2024.

Unless otherwise stated, the results announced below, when referencing “both quarters,” refer to the three months ended June 30, 2024 and the three months ended June 30, 2025.

• Consolidated operating margin is estimated to be in the range of 19.0% to 20.0%, reflecting current market conditions and recent strategic initiatives.

The outlook reflects the previously announced price increases that went into effect on June 2, 2025 and October 15, 2025 and includes a benefit of $12.9 million from the sale of the existing Gallatin, Tennessee facility as well as non-recurring severance costs related to the strategic cost savings initiatives of approximately $9.0 to $12.0 million .

• The effective tax rate is estimated to be in the range of 25.5% to 26.5%, incl uding both federal and state income tax rates as well as international income tax rates, and assumes minimal impact from recently passed tax legislation.

• Capital expenditures are now estimated to be in the range of $150.0 million to $160.0 million, which includes approximately $75.0 million to $80.0 million remaining for both the Columbus, Ohio facility expansion and the new Gallatin, Tennessee facility construction.

Results of Operations for the Three Months Ended September 30, 2025, Compared with the Three Months Ended September 30, 2024

Unless otherwise stated, the below results, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the three months ended September 30, 2025, against the results of operations for the three months ended September 30, 2024.

Unless otherwise stated, the results announced below, when referencing “both quarters,” refer to the three months ended September 30, 2024 and the three months ended September 30, 2025.

In the first quarter of 2025, the Company reclassified certain engineering costs related to the Company's digital efforts from research and development and engineering expense as well as selling expense to general and administrative expense.

The financial results of prior three months ended June 30, 2024 were revised to reflect these changes with $2.8 million of costs being reclassified from research and development expenses and $1.4 million from selling expense to general and administrative expense.

The financial results of prior three months ended September 30, 2024 were revised to reflect these changes with $3.1 million of costs being reclassified from research and development expenses and $1.6 million from selling expense to general and administrative expense.

The reclassification did not have any impact on the total operating expenses.

Second Quarter 2025 Consolidated Financial Highlights

The following table shows the change in the Company's results of operations from the three months ended June 30, 2024 to the three months ended June 30, 2025, and the increases or decreases for each category by segment:

Third Quarter 2025 Consolidated Financial Highlights

The following table shows the change in the Company's results of operations from the three months ended September 30, 2024 to the three months ended September 30, 2025, and the increases or decreases for each category by segment:

Three Months Ended Three Months Ended

Increase (Decrease) in Operating Segment

(in thousands) June 30, 2024 North

June 30, 2025

(in thousands) September 30, 2024 North

America Europe Asia/

Pacific Admin &

All Other September 30, 2025

Net sales $ 587,153 $ 22,250 $ 13,261 $ 849 $ — $ 623,513

8 unchanged sentences

Income from operations 124,854 1,928 3,484 295 10,182 140,743

Interest income (expense), net and other 2,092 (333) 64 (6) (922) 895

Interest income, net and other

1,668 (404) (47) (7) 1,107 2,317

Other & foreign exchange gain (loss), net (29) 18,062 1,570 174 (19,000) 777

3 unchanged sentences

Net sales increased 6.2% to $623.5 million from $587.2 million.

Wood construction product sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 84.9% and 85.5% of the Company's total sales in the second quarters of 2025 and 2024, respectively.

Concrete construction product sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 15.0% and 14.5% of the Company's total sales in the second quarters of 2025 and 2024, respectively.

Gross profit increased 5.7% to $294.5 million from $278.5 million primarily due to higher net sales on flat gross margins of 46.7%.

From a product perspective, gross margin decreased to 47.1% from 47.2% for wood construction products and decreased to 45.0% from 47.5% for concrete construction products, respectively.

Selling expense increased 3.6% to $56.4 million from $54.5 million, primarily due to an increase of $1.9 million in personnel costs.

General and administrative expense increased 9.4% to $77.2 million from $70.6 million, primarily due to increases of $2.9 million in variable compensation, $1.8 million in personnel costs, and $1.0 million in computer and software, net of amount capitalized.

Wood construction product sales, including sales of connectors, truss plates, fastening systems, fasteners and shearwalls, represented 84.1% and 85.1% of the Company's total sales in the third quarters of 2025 and 2024, respectively.

Concrete construction product sales, including sales of adhesives, chemicals, mechanical anchors, powder actuated tools and reinforcing fiber materials, represented 15.7% and 14.8% of the Company's total sales in the third quarters of 2025 and 2024, respectively.

Gross profit increased 5.2% to $289.3 million from $275.1 million primarily due to higher net sales while gross margins decreased to 46.4% from 46.8%.

From a product perspective, gross margin slightly decreased to 46.2% from 46.3% for wood construction products and decreased to 48.0% from 49.8% for concrete construction products, respectively.

Selling expense increased 5.9% to $56.1 million from $53.0 million, primarily due to increases of $1.9 million in personnel costs, $1.9 million in variable compensation, and $1.1 million in severance costs related to strategic cost savings initiatives .

General and administrative expense increased 13.3% to $85.4 million from $75.3 million, primarily due to increases of $3.0 million in variable compensation, $1.2 million in software related costs, net of amount capitalized, and $1.1 million in personnel costs.

Income from operations increased 12.7% to $140.7 million from $124.9 million mostly due to a $12.9 million gain on disposal of assets from the sale of the existing Gallatin, Tennessee facility.

Our effective income tax rat e decreased to 25.3% from 26.1%.

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Adjusted EBITDA 1 of $155.3 million increased 4.5% compared to $148.6 million, primarily due to higher gross profits.

The following table shows net sales by segment for the three months ended June 30, 2025 and 2024, respectively:

The following table shows net sales by segment for the three months ended September 30, 2025 and 2024, respectively:

(in thousands) North

America Europe Asia/

Pacific Total

Three months ended

June 30, 2024 $ 463,022 $ 129,877 $ 4,079 $ 596,978

June 30, 2025 492,687 133,398 4,970 631,055

$ 29,665 $ 3,521 $ 891 $ 34,077

September 30, 2024 $ 461,356 $ 121,170 $ 4,627 $ 587,153

September 30, 2025 483,606 134,431 5,476 623,513

Increase $ 22,250 $ 13,261 $ 849 $ 36,360

Percentage increase 4.8 % 10.9 % 18.3 % 6.2 %

6.4 % 2.7 % 21.8 % 5.7 %

The following table shows segment net sales as percentages of total net sales for the three months ended June 30, 2025 and 2024, respectively:

The following table shows segment net sales as percentages of total net sales for the three months ended September 30, 2025 and 2024, respectively:

America Europe Asia/

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Percentage of total 2025 net sales 77 % 22 % 1 % 100 %

The following table shows gross profit (loss) by segment for the three months ended June 30, 2025 and 2024, respectively:

The following table shows gross profit (loss) by segment for the three months ended September 30, 2025 and 2024, respectively:

(in thousands) North

America Europe Asia/

Pacific Admin &

All Other Total

Three months ended

June 30, 2024 $231,581 $45,949 $1,486 $(469) $278,547

June 30, 2025 245,445 48,275 1,536 (806) 294,450

September 30, 2024 $228,169 $44,327 $1,619 $942 $275,057

September 30, 2025 237,181 51,014 2,077 (1,010) 289,262

Increase (decrease) $9,012 $6,687 $458 $(1,952) $14,205

$13,864 $2,326 $50 $(337) $15,903

Percentage Increase 3.9 % 15.1 % * * 5.2 %

* The statistic is not meaningful or material.

The following table shows gross margin by segment for the three months ended June 30, 2025 and 2024, respectively:

The following table shows gross margin by segment for the three months ended September 30, 2025 and 2024, respectively:

America Europe Asia/

Pacific Admin &

All Other Total

3 unchanged sentences

North America

• Net sales increased 6.4%, primarily due to price increases that took effect in June 2025 and incremental sales from the Company's 2024 acquisitions.

• Gross margin decreased to 49.8% from 50.0%, primarily due to higher warehouse costs, as a percentage of net sales.

• Selling expense increased 6.5% , primarily due to increases of $1.8 million in personnel costs and $0.8 million in variable compensation.

• General and administrative expense increased 15.0%, primarily due to increases of $1.8 million in depreciation and amortization, $1.7 million in professional fees, $1.6 million in variable compensation and $1.1 million in personnel costs.

• Net sales increased 4.8%, primarily due to price increases that took effect in June 2025 and incremental sales from the Company's 2024 acquisitions, partially offset by a decrease in sales volume of 2.5% (volume is based on pounds shipped and excludes software, service and equipment sales).

• Gross margin decreased to 49.0% from 49.5%, primarily due to higher factory and overhead as well as warehouse costs, as a percentage of net sales.

• Selling expense increased 6.8% , primarily due to increases of $2.0 million in personnel costs, $1.3 million in variable compensation, and $0.9 million in severance costs related to strategic cost savings initiatives, partially offset by a decrease of $1.2 million in advertising and trade show costs .

• General and administrative expense increased 14.8%, primarily due to increases of $1.8 million in variable compensation and $1.1 in depreciation and amortization expenses.

• Income from operations increased by $1.9 million due to the factors discussed above.

• Net sales increased 2.7%, primarily due to the positive effect of approximately $7.0 million in foreign currency translation, partly offset by lower sales volumes.

• Gross margin increased to 36.2% from 35.4% , primarily due to lower material costs, partly offset by an increase in factory overhead, as a percentage of net sales.

• Income from operations increased by $3.5 million to $15.7 million from $12.1 million primarily due to an increase in gross profit and a decrease in operating expenses including variable compensation and travel related costs.

• For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the three months ended June 30, 2025 and 2024.

Results of Operations for the Six Months Ended June 30, 2025, Compared with the Six Months Ended June 30, 2024

Unless otherwise stated, the results announced below, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the six months ended June 30, 2025, against the results of operations for the six months ended June 30, 2024.

Unless otherwise stated, the results announced below, when referencing “both periods,” refer to the six months ended June 30, 2024 and the six months ended June 30, 2025.

• Net sales increased 10.9% due to higher sales volumes as well as the positive effect of approximately $8.1 million in foreign currency translation.

In local currency, net sales increased 4.3%.

• Gross margin increased to 37.9% from 36.6% , primarily due to lower material costs, as a percentage of net sales.

• Income from operations increased by $3.5 million to $16.1 million from $12.6 million primarily due to an increase in gross profit, partially offset by increases in operating expenses mostly due to the negative effect of approximately $2.1 million in foreign currency translation.

• For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the three months ended September 30, 2025 and 2024.

Administrative and All Other

• Loss from operations decreased to $1.1 million from $11.3 million due to a $12.9 million gain on disposal of assets from the sale of the existing Gallatin, Tennessee facility.

Results of Operations for the Nine Months Ended September 30, 2025, Compared with the Nine Months Ended September 30, 2024

Unless otherwise stated, the results announced below, when providing comparisons (which are generally indicated by words such as “increased,” “decreased,” “unchanged” or “compared to”), compare the results of operations for the nine months ended September 30, 2025, against the results of operations for the nine months ended September 30, 2024.

Unless otherwise stated, the results announced below, when referencing “both periods,” refer to the nine months ended September 30, 2024 and the nine months ended September 30, 2025.

The financial results of prior six months ended June 30, 2024, were revised to reflect these changes with $5.4 million of costs being reclassified from research and development expenses and $2.7 million from selling expense to general and administrative expense.

The financial results of prior nine months ended September 30, 2024, were revised to reflect these changes with $8.5 million of costs being reclassified from research and development expenses and $4.3 million from selling expense to general and administrative expense.

The reclassification did not have any impact on the total operating expenses.

Year-to-Date (6-month) 2025 Consolidated Financial Highlights

The following table illustrates the differences in our operating results for the six months ended June 30, 2025, from the six months ended June 30, 2024, and the increases or decreases for each category by segment:

Six Months Ended Increase (Decrease) in Operating Segment Six Months Ended

(in thousands) June 30, 2024 North

June 30, 2025

Year-to-Date (9-months) 2025 Consolidated Financial Highlights

The following table illustrates the differences in our operating results for the nine months ended September 30, 2025, from the nine months ended September 30, 2024, and the increases or decreases for each category by segment:

Nine Months Ended Increase (Decrease) in Operating Segment Nine Months Ended

(in thousands) September 30, 2024 North

America Europe Asia/

Pacific Admin &

All Other September 30, 2025

Net sales $ 1,714,710 $ 65,867 $ 10,703 $ 2,183 $ — $ 1,793,463

2 unchanged sentences

Research and development and other engineering expense 59,759 947 469 224 — 61,399

39,213 912 194 287 — 40,606

Selling expense 160,755 6,864 (1,093) 204 — 166,730

4 unchanged sentences

Income from operations 353,136 12,304 8,060 1,445 8,361 383,306

Interest income (expense), net and other 2,443 (457) 296 315 (599) 1,998

Other & foreign exchange gain (loss), net 381 (18,800) (483) (145) 18,421 (626)

Income (Loss) before income taxes 231,105 (8,880) 4,389 1,318 16,003 243,935

Interest income, net and other 4,111 (861) 249 308 508 4,315

Other & foreign exchange gain, net 352 (739) 1,088 29 (579) 151

Income before income taxes 357,599 10,704 9,397 1,782 8,290 387,772

Provision for income taxes 90,821 5,801 (272) 302 2,251 98,903

Net income $ 266,778 $ 4,903 $ 9,669 $ 1,480 $ 6,039 $ 288,869

Net sales increased 3.8% to $1,170.0 million from $1,127.6 million driven by incremental sales from the Company's 2024 acquisitions and price increases that took effect in June 2025, partly offset by an overall decrease in sales volumes.

Wood construction product sales represented 85.1% and 85.3% of the Company's total sales in the first six months of 2025 and 2024.

Concrete construction product sales represented 14.7% and 14.6% of the Company's total sales in the first six months of 2025 and 2024.

Net sales increased 4.6% to $1,793.5 million from $1,714.7 million driven by price increases that took effect in June 2025, positive effect of approximately $8.4 million in foreign currency translation, and incremental sales from the Company's 2024 acquisitions, partly offset by an overall decrease in sales volumes.

Wood construction product sales represented 84.8% and 85.2% of the Company's total sales in the first nine months of 2025 and 2024.

Concrete construction product sales represented 15.0% and 14.7% of the Company's total sales in the first nine months of 2025 and 2024.

Gross profit increased 4.7% to $835.8 million from $798.2 million.

Gross margins increased to 46.7% from 46.4%.

The increase is due to lower material costs for the Company overall.

Gross margins remained relatively flat.

Gross margins increased to 46.5% from 46.2% for wood construction products and decreased to 47.3% from 48.0% for concrete construction products.

Research and development and engineering expense increased 3.6% to $40.6 million from $39.2 million primarily due to increases of $4.8 million in in computer and software cost, net of amount capitalized and $0.6 million in personnel costs, partially offset by a decrease of $3.8 million in professional fees.

Selling expense increased to $110.6 million from $107.8 million, primarily due to increases of $4.8 million in personnel costs, $1.3 million in variable compensation, partially offset by decreases of $1.2 million in advertising and trade shows costs and $1.0 million in travel related costs.

General and administrative expense increased to $152.9 million from $144.6 million, primarily due to increases of $5.2 million in personnel costs and $5.0 million in variable compensation, partially offset by a decrease of $1.1 million in travel related costs.

Research and development and engineering expense increased 2.7% to $61.4 million from $59.8 million.

Selling expense increased to $166.7 million from $160.8 million, primarily due to increases of $6.7 million in personnel costs, $2.9 million in variable compensation and $1.4 million in severance costs partly related to strategic cost savings initiatives, partially offset by decreases of $2.5 million in advertising and trade shows costs and $1.1 million in travel related costs.

General and administrative expense increased to $238.2 million from $220.0 million, primarily due to increases of $7.6 million in variable compensation, $7.6 million in personnel costs, and $2.8 million in depreciation and amortization expenses, partially offset by a decrease of $1.4 million in travel related costs.

Income from operations increased 8.5% to $383.3 million from $353.1 million primarily due to increase in net sales as noted above, a $12.9 million gain on disposal of assets from the sale of the existing Gallatin, Tennessee facility, and a decrease of $4.5 million in integration expenses.

Our effective income tax rate increased to 25.5% from 25.4%.

2 unchanged sentences

Adjusted EBITDA 1 of $437.2 million increased 4.3% compared to $419.3 million primarily due to higher gross profits.

The following table represents net sales by segment for the six-month periods ended June 30, 2024 and 2025:

The following table represents net sales by segment for the nine-month periods ended September 30, 2024 and 2025:

(in thousands) North

Six Months Ended

June 30, 2024 $ 869,771 $ 249,814 $ 7,972 $ 1,127,557

June 30, 2025 913,386 247,258 9,306 1,169,950

Increase (decrease) $ 43,615 $ (2,556) $ 1,334 $ 42,393

Percentage increase (decrease) 5.0 % (1.0) % 16.7 % 3.8 %

The following table represents segment sales as percentages of total net sales for the six-month periods ended June 30, 2024 and 2025, respectively:

America Europe Asia/

Pacific Total

Nine Months Ended

September 30, 2024 $ 1,331,126 $ 370,985 $ 12,599 $ 1,714,710

September 30, 2025 1,396,993 381,688 14,782 1,793,463

Increase $ 65,867 $ 10,703 $ 2,183 $ 78,753

Percentage increase 4.9 % 2.9 % 17.3 % 4.6 %

The following table represents segment sales as percentages of total net sales for the nine-month periods ended September 30, 2024 and 2025, respectively:

America Europe Asia/

Pacific Total

Percentage of total 2024 net sales 78 % 22 % — % 100 %

Percentage of total 2025 net sales 78 % 21 % 1 % 100 %

The following table represents gross profit (loss) by segment for the six-month periods ended June 30, 2024 and 2025:

(in thousands) North America

Admin & All Other

Six Months Ended

June 30, 2024 $ 432,117 $ 89,761 $ 2,162 $ (939) $ 523,101

June 30, 2025 456,346 88,297 3,260 (1,413) 546,490

The following table represents gross profit (loss) by segment for the nine-month periods ended September 30, 2024 and 2025:

(in thousands) North America Europe Asia/

Pacific Admin & All Other Total

Nine Months Ended

September 30, 2024 $ 660,287 $ 134,088 $ 3,781 $ 3 $ 798,159

September 30, 2025 693,527 139,311 5,337 (2,423) 835,752

Increase (decrease) $ 33,240 $ 5,223 $ 1,556 $ (2,426) $ 37,593

Percentage increase (decrease) 5.6 % (1.6) % * * 4.5 %

Percentage increase

5.0 % 3.9 % * * 4.7 %

* The statistic is not meaningful or material

The following table represents gross margins by segment for the six-month periods ended June 30, 2024 and 2025:

1 Adjusted EBITDA is a non-GAAP financial measure.

For a reconciliation of Adjusted EBITDA to U.S.

generally accepted accounting principles (“GAAP”) net income see the schedule titled “Reconciliation of Net Income to Adjusted EBITDA.”

The following table represents gross margins by segment for the nine-month periods ended September 30, 2024 and 2025:

America Europe Asia/

4 unchanged sentences

* The statistic is not meaningful or material.

1 Adjusted EBITDA is a non-GAAP financial measure.

For a reconciliation of Adjusted EBITDA to U.S.

generally accepted accounting principles (“GAAP”) net income see the schedule titled “Reconciliation of Net Income to Adjusted EBITDA.”

North America

• Net sales increased 5.0%, primarily due to incremental sales from the Company's 2024 acquisitions and price increases that took effect in June 2025 .

• Research and development and engineering expense increased 2.6%, primarily due to an increase of $4.7 million in computer and software expenses, net of amounts capitalized, partially offset by a decrease of $3.7 million in professional fees.

• Selling expense increased 5.2%, primarily due to increases of $4.7 million in personnel costs and $1.5 million in variable compensation, partially offset by decreases of $0.9 million in advertising and trade shows expenses and $0.8 million in travel related expenses.

• General and administrative expense increased 10.0%, primarily due to increases of $3.7 million in personnel costs, $3.5 million in variable compensation, and $2.6 million in professional fees, partially offset by a decrease of $2.3 million in computer and software expenses, net of amounts capitalized.

• Net sales increased 4.9%, primarily due to price increases that took effect in June 2025 and incremental sales from the Company's 2024 acquisitions, partially offset by a decrease in sales volume of 1.3% (volume is based on pounds shipped and excludes software, service and equipment sales).

• Gross margin remained flat at 49.6%.

• Selling expense increased 5.7%, primarily due to increases of $7.1 million in personnel costs, $2.5 million in variable compensation, and $1.1 million in professional fees, partially offset by decreases of $2.1 million in advertising and trade shows expenses and $1.0 million in depreciation and amortization expenses.

• General and administrative expense increased 11.7%, primarily due to increases of $5.0 million in variable compensation, $4.2 million in depreciation and amortization expenses, $3.8 million in personnel costs, and $1.6 million in professional fees.

• Income from operations increas ed $12.3 million , du e to higher net sales, partially offset by increases in operating expenses.

• Net sales decreased 1.0%, primarily due to lower sales volumes, partially offset by the positive effect of $3.0 million in foreign currency translation.

• Income from operations increased $4.6 million, primarily due to lower operating expenses.

• For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the six months ended June 30, 2025 and 2024.

• Net sales increased 2.9%, primarily due to the positive effect of $11.2 million in foreign currency translation.

It remained relatively flat in local currency.

• Gross margin increased to 36.5% from 36.1%, primarily due to lower material costs, partly offset by higher labor, factory and overhead as well as warehouse costs, as percentages of net sales.

• Income from operations increased $8.1 million, primarily due to higher gross margins on increased net sales.

• For information about the Company's Asia/Pacific segment, please refer to the tables above setting forth changes in our operating results for the nine months ended September 30, 2025 and 2024.

Administrative and All Other

• Loss from operations decreased to $25.1 million from $33.5 million primarily due to a $12.9 million gain on disposal of assets from the sale of the existing Gallatin, Tennessee facility.

Effect of New Accounting Standards

5 unchanged sentences

The Credit Agreement provides for a 5-year revolving credit facility of $450.0 million, which includes a letter of credit sub-facility up to $50.0 million and for a 5-year term loan facility of $450.0 million.

As of June 30, 2025, the Company had no borrowings under the revolving credit facility and $376.9 million under the term loan facility, and has $450.0 million available to borrow under the revolving credit facility.

As of June 30, 2025, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions, including $82.0 million that is held in the local currencies of our foreign operations and could be subject to additional taxation if repatriated to the U.S.

As of September 30, 2025, the Company had no borrowings under the revolving credit facility and $371.3 million under the term loan facility, and has $450.0 million available to borrow under the revolving credit facility.

As of September 30, 2025, our cash and cash equivalents consisted of deposits and money market funds held with established national financial institutions, including $133.7 million that is held in the local currencies of our foreign operations and could be subject to additional taxation if repatriated to the U.S.

The Company is maintaining a permanent reinvestment assertion on its foreign earnings relative to remaining cash held outside the United States.

We believe the Company's balances of cash and cash equivalents, cash flows from operating activities, and access to borrowings under our credit facilities are sufficient to satisfy its liquidity requirements and capital needs over the next 12 months and beyond.

The following table shows selected financial information as of June 30, 2025, December 31, 2024 and June 30, 2024, respectively:

As of June 30, As of December 31, As of June 30,

The following table shows selected financial information as of September 30, 2025, December 31, 2024 and September 30, 2024, respectively:

As of September 30, As of December 31, As of September 30,

(in thousands) 2025 2024 2024

3 unchanged sentences

Non-cash net working capital 648,767 570,602 617,388

694,858 570,602 615,900

The following table presents the significant categories of cash flows used or provided during the six-month periods ended June 30, 2025 and 2024, respectively:

Six Months Ended June 30,

The following table presents the significant categories of cash flows used or provided during the nine-month periods ended September 30, 2025 and 2024, respectively:

Nine Months Ended

September 30,

(in thousands) 2025 2024

7 unchanged sentences

For example, as a result of seasonality our trade accounts receivable are generally lowest at the end of the fourth quarter and increases during the first, second, and third quarters as construction activity ramps in markets we serve.

During the six months ended June 30, 2025, operating activities provided $132.8 million in cash, as a result of $181.4 million from net income plus $60.1 million non-cash expenses such as depreciation and amortization, deferred compensation, stock-based compensation, and leases.

During the nine months ended September 30, 2025, operating activities provided $303.0 million in cash, as a result of $288.9 million from net income plus $85.2 million non-cash expenses such as depreciation and amortization, deferred compensation, stock-based compensation, and leases.

This amount was partly offset by $71.1 million used for the net change in operating assets and liabilities.

The net change in operating assets and liabilities included increases of $120.8 million in trade accounts receivable, partly offset by a decrease of $26.1 million in inventory.

Cash flow used in investing activities of $90.6 million during the six months ended June 30, 2025 was primarily used for facility expansion projects as well as machinery and equipment purchases.

The net change in operating assets and liabilities included increases of $101.8 million in trade accounts

receivable, which was partly offset by an increase of $21.7 million in a ccrued liabilities and other current liabilities and a decrease of $20.8 million in inventory.

Cash flow used in investing activities of $106.5 million during the nine months ended September 30, 2025 consisted primarily of $124.3 million used for facility expansion projects as well as machinery and equipment purchases , partly offset by $21.1 million in proceeds from the sale of property and equipment, mostly from $18.2 million in net proceeds on the sale of the Gallatin facility .

Due to updated forecasts on the timing of the spend and subject to future events and circumstances, capital expenditures are estimated to be in the range of $150.0 million and $160.0, which includes approximately $75.0 million to $80.0 million remaining for both the Columbus, Ohio facility expansion and the new Gallatin, Tennessee facility.

The remaining capital expenditures will be primarily focused on purchases of new equipment to support increased productivity and efficiencies, enhancements to our existing facilities to expand our manufacturing footprint in-line with increasing customer needs, as well as investments for adjacencies and key growth initiatives .

Cash flow used in financing activities of $95.6 million during the six months ended June 30, 2025 consisted primarily of $60.0 million in stock repurchases and $23.5 million used to pay dividends to our stockholders.

On July 24, 2025, the Company's Board of Directors (the “Board”) declared a quarterly cash dividend of $0.29 per share payable on October 23, 2025, to the Company's stockholders of record on October 2, 2025.

Since the beginning of 2022 through the period ended June 30, 2025 , we have returned $447.7 million to stockholders, which represents 51.0% of our free cash flow from operations during the same period, and over the same period the Company has repurchased over two million shares of the Company's common stock, which represents approximately 4.8% of the outstanding shares of the Company's common stock at the start of 2022.

Cash flow used in financing activities of $143.1 million during the nine months ended September 30, 2025 consisted primarily of $90.0 million in stock repurchases and $35.6 million used to pay dividends to our stockholders.

On October 23, 2025, the Company's Board of Directors (the “ Board ” ) increased the 2025 share repurchase authorization by an additional $20.0 million resulting in a $30.0 million available for repurchases of the Company's common stock through December 31, 2025.

The Board also authorized the Company to repurchase up to $150.0 million of the Company's common stock, effective January 1, 2026 through December 31, 2026.

On October 23, 2025, the Board declared a quarterly cash dividend of $0.29 per share payable on January 22, 2026, to the Company's stockholders of record on January 2, 2026.

Since the beginning of 2022 through the period ended September 30, 2025 , we have returned $489.8 million to stockholders, which represents 48.4% of our free cash flow from operations during the same period, and over the same period the Company has repurchased over two million shares of the Company's common stock, which represents approximately 5.2% of the outstanding shares of the Company's common stock at the start of 2022.

Reconciliation of Non-GAAP Financial Measures

1 unchanged sentence

A reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP measure, is set forth below.

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

Three Months Ended September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Off-Balance Sheet Arrangements

We did not have any off-balance sheet arrangements as of June 30, 2025.

We did not have any off-balance sheet arrangements as of September 30, 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 2. Management’s Discussion and Analysis