GIBRALTAR INDUSTRIES, INC.

Previous wording

As of March 31, 2026, the Company's continuing operations operated in fifty-six facilities, comprised of fifty manufacturing facilities, strategically located across twenty-three states and Canada, and six offices, including a sourcing office located in China. The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of the Company's markets.

Current wording

As of June 30, 2026, the Company's continuing operations operated in 54 facilities, comprised of 48 manufacturing facilities, strategically located across 23 states and Canada, and six offices, including a sourcing office located in China. The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of the Company's markets.

Previous wording

The Company continues to monitor macroeconomic and geopolitical conditions that may adversely affect its business, results of operations, and liquidity. These factors include global economic uncertainty, inflationary pressures, supply chain disruptions, changes in interest rates and foreign currency exchange rates, labor availability, international conflicts, and evolving trade and tariff policies. Volatility in these conditions may impact demand for the Company’s products, input costs, logistics expenses, and the timing of customer orders, resulting in variability in operating results.

Current wording

Economic and macroeconomic factors include changes in interest rates, changes to the residential new housing construction and repair markets in the United States, including consumer sentiment, increases in costs of fuel and raw materials, inflationary pressures, global economic uncertainty, change in foreign currency exchange rates, and evolving trade and tariff policies. Ongoing volatility impacts demand for the Company’s products, input costs and logistics expenses, resulting in variability in operating results.

Previous wording

In addition, geopolitical instability in regions, including the Middle East, have and may continue to disrupt logistics networks, increase energy and transportation costs, affecting regional customers and suppliers. Changes in U.S. trade policy, including modifications to tariffs on certain steel and aluminum related products, may also increase costs or require changes to sourcing practices. The ultimate impact of these conditions remains uncertain and will depend on future developments and the duration and severity of these events.

Current wording

Geopolitical instability in regions, including the ongoing conflict in the Middle East, have and may continue to increase energy and transportation costs, resulting in increased raw material and production costs. Changes in U.S. trade policy, including modifications to tariffs on certain steel and aluminum related products, may also increase costs or require changes to sourcing practices. The ultimate impact of these conditions remains uncertain and will depend on future developments and the duration and severity of these events.

Previous wording

As referred to above, on February 2, 2026, the Company completed the acquisition of OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems. In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions from time to time party thereto. The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $500 million, (ii) a senior secured term loan A facility in an initial aggregate principal amount of up to $650 million and (iii) a senior secured term loan B facility in an initial aggregate principal amount of up to $650 million. Borrowings under the Credit Agreement were used, together with cash on hand, to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses. The Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility and Term Loan A Facility mature on February 2, 2031, and the Term Loan B Facility matures on February 2, 2033. In connection with the entry into the Credit Agreement, on February 2, 2026, the Company terminated its existing credit agreement, dated as of December 8, 2022, and repaid all amounts outstanding thereunder.

Current wording

In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions from time to time party thereto. The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $500 million, (ii) a senior secured term loan A facility in an initial aggregate principal amount of up to $650 million and (iii) a senior secured term loan B facility in an initial aggregate principal amount of up to $650 million. Borrowings under the Credit Agreement were used, together with cash on hand, to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses. The Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility and Term Loan A Facility mature on February 2, 2031, and the Term Loan B Facility matures on February 2, 2033. In connection with the entry into the Credit Agreement, on February 2, 2026, the Company terminated its existing credit agreement, dated as of December 8, 2022, and repaid all amounts outstanding thereunder.

Previous wording

On February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance of systems products. The sale of these assets generated net proceeds of approximately $70 million in cash, subject to working capital and other customary post-closing adjustments, that were applied to debt reduction. Refer to "Discontinued Operations" below for more information on the Renewables business which was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements.

Current wording

During 2026, the Company completed the divestiture of its Renewables business through two separate asset sales. On February 20, 2026, the Company sold certain assets related to its electrical balance of systems product for net cash proceeds of approximately $75 million, subject to working capital and other customary post-closing adjustments. The proceeds were applied toward debt reduction. On July 15, 2026, the Company sold the remaining Renewables business assets related to its racking and foundations operations for $5 million in cash, subject to customary post-closing adjustments, completing the divestiture of the Renewables business.

Previous wording

In June 2025, the Company committed to a plan to sell its Renewables business, which represents a strategic shift in operations. The decision was driven by a change in the Company's strategy to focus its asset portfolio and resources on its Residential, Agtech and Infrastructure segments. The Renewables business was classified as held for sale as of June 30, 2025, and met the criteria for discontinued operations. Subsequent to classification as held for sale and as discontinued operations, the Company recognized a combined impairment loss and remeasurement adjustment in aggregate of approximately $223 million before income taxes. Unless otherwise indicated, all results and information presented exclude discontinued operations disclosures.

Current wording

The Company's Renewables business was classified as held for sale and reported as discontinued operations in the Company's financial statements as of June 30, 2025, driven by a decision to change the Company's strategy to focus its asset portfolio and resources on its Residential, Agtech and Infrastructure segments. Subsequent to classification as held for sale and as discontinued operations, the Company recognized a combined impairment loss and remeasurement adjustment in aggregate of approximately $243 million before income taxes. Unless otherwise indicated, all results and information presented exclude discontinued operations disclosures. See Note 13 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on discontinued operations.

Previous wording

Net sales in the Company's Infrastructure segment decreased $2.1 million, or 9.9%, to $19.2 million for the three months ended March 31, 2026 compared to $21.3 million for the three months ended March 31, 2025, impacted by production timing. Backlog decreased 3% from the prior year, though demand and quoting activity remained strong.

Current wording

Net sales in the Company's Infrastructure segment decreased $0.3 million, or 1.2%, to $24.9 million for the three months ended June 30, 2026 compared to $25.2 million for the three months ended June 30, 2025, impacted by timing of projects. Backlog increased 2% from the prior year, as demand and quoting activity remained strong.

Previous wording

Selling, general, and administrative ("SG&A") expense increased by $42.1 million, or 102.3% to $83.3 million for the three months ended March 31, 2026 compared to $41.2 million for the three months ended March 31, 2025. The $42.1 million increase was primarily due to incremental SG&A expense incurred by recent acquisitions, along with higher acquisition-related expense as compared to the prior year quarter. SG&A expense as a percentage of net sales increased to 23.4% for the three months ended March 31, 2026 compared to 16.8% for the three months ended March 31, 2025.

Current wording

Selling, general, and administrative ("SG&A") expense increased by $23.9 million, or 49.5% to $72.3 million for the three months ended June 30, 2026 compared to $48.3 million for the three months ended June 30, 2025. The $23.9 million increase was primarily due to incremental SG&A expense incurred in connection with recent acquisitions along with higher acquisition-related expense as compared to the prior year quarter. SG&A expense as a percentage of net sales decreased to 14.2% for the three months ended June 30, 2026 compared to 15.6% for the three months ended June 30, 2025.

Previous wording

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

Current wording

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

Previous wording

The Residential segment generated an operating margin of 7.2% in the current year quarter compared to 17.4% in the prior year quarter. Operating margin declined year over year, primarily as a result of price/cost alignment, early stage production inefficiencies and the timing of productivity and integration actions and acquisition charges, along with business and product mix during the current year quarter.

Current wording

The Residential segment generated an operating margin of 14.2% in the current year quarter compared to 18.9% in the prior year quarter. Operating margin declined year over year, primarily as a result of price/cost alignment, early stage production inefficiencies and the timing of productivity and integration actions and acquisition charges, along with business and product mix during the current year quarter.

Previous wording

The Infrastructure segment generated an operating margin of 19.3% during the three months ended March 31, 2026 compared to 24.7% during the three months ended March 31, 2025. The margin decline year over year was the result of business mix.

Current wording

The Infrastructure segment generated an operating margin of 23.5% during the three months ended June 30, 2026 compared to 28.1% during the three months ended June 30, 2025. The margin decline year over year was the result of business mix and lower volume.

Previous wording

Unallocated corporate expenses increased $20.5 million to $31.7 million during the three months ended March 31, 2026 from $11.2 million during the three months ended March 31, 2025. The increase was primarily the result of higher acquisition-related expense as compared to the prior year quarter.

Current wording

Unallocated corporate expenses increased $1.7 million to $12.4 million during the three months ended June 30, 2026 from $10.7 million during the three months ended June 30, 2025. The increase was primarily the result of higher acquisition-related expense as compared to the prior year quarter.

Previous wording

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

Current wording

The Company recorded other expense of $0.9 million for the three months ended June 30, 2026, compared to other income of $0.1 million for the three months ended June 30, 2025.

Previous wording

The Company recognized a benefit of income taxes of $4.6 million, with an effective tax rate of 27.7% for the three months ended March 31, 2026. The effective tax rate for the three months ended March 31, 2026 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization. The Company recognized a provision for income taxes of $7.1 million, with an effective tax rate of 23.5% for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2025 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization and favorable discrete items due to an excess tax benefit on stock-based compensation.

Current wording

The Company recognized a provision for income taxes of $10.6 million, with an effective tax rate of 28.0% for the three months ended June 30, 2026. The effective tax rate for the three months ended June 30, 2026 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization. The Company recognized a provision for income taxes of $9.8 million, with an effective tax rate of 25.0% for the three months ended June 30, 2025. The effective tax rate for the three months ended June 30, 2025 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization and favorable discrete items due to an excess tax benefit on stock-based compensation.

Previous wording

Consolidated net sales increased by $109.9 million, or 44.6%, to $356.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase in revenue was driven by $119.1 million, which is a combined total of net sales generated from the Company's current year acquisition of OmniMax along with incremental sales generated from the Company's prior year acquisitions. This increase was partially offset by softness in the building accessories end market, the timing of price/cost adjustments, business and product mix, and anticipated lower Agtech volumes resulting from project timing. Consolidated backlog decreased 10% to $168 million, as compared to the end of the prior year quarter.

Current wording

Consolidated net sales increased by $310.0 million, or 55.8%, to $865.8 million for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was driven by sales generated from acquisitions of $303.6 million, primarily the result of the Company's current year acquisition of OmniMax along with incremental sales generated from the Company's prior year acquisitions. Organic growth of 1%, the result of price increases to align with rising commodity costs, also contributed to the increase in net sales.

Previous wording

Net sales in the Company's Residential segment increased $101.4 million, or 56.3%, to $281.4 million for the three months ended March 31, 2026 compared to $180.0 million for the three months ended March 31, 2025. The revenue of $107.3 million generated from the current year acquisition of OmniMax and the prior year acquisitions of the three metal roofing manufacturers, more than offset a 3% organic net sales decrease, which was a result of a soft end market along with timing of price/cost adjustments and business and product mix.

Current wording

Net sales in the Company's Residential segment increased $297.0 million, or 72.4%, to $707.3 million for the six months ended June 30, 2026 compared to $410.3 million for the six months ended June 30, 2025. The higher net sales was driven by acquisitions of $291.8 million primarily generated from the current year acquisition of OmniMax, along with incremental sales generated by the prior year acquisitions of the three metal roofing manufacturers. Organic net sales increased 1%, the result of timing of price/cost adjustments.

Previous wording

Net sales in the Company's Agtech segment increased 23.6%, or $10.6 million, to $55.6 million for the three months ended March 31, 2026 compared to $45.0 million for the three months ended March 31, 2025. The revenue increase was largely due to $11.8 million of incremental sales generated from the prior year acquisition of Lane Supply, which more than offset the decrease in organic sales, which was due to timing of projects. Backlog decreased 13% year over year in this segment.

Current wording

Net sales in the Company's Agtech segment increased 15.4%, or $15.3 million, to $114.5 million for the six months ended June 30, 2026 compared to $99.1 million for the six months ended June 30, 2025. The revenue increase was largely due to $11.8 million of incremental sales generated from the prior year acquisition of Lane Supply, along with an increase in organic sales, due to timing of projects. Backlog decreased 34% year over year in this segment.

Previous wording

The Company's consolidated gross margin decreased to 22.1% for the three months ended March 31, 2026 compared to 28.4% for the three months ended March 31, 2025. The decrease was driven by business and product line mix, unfavorable alignment of price/material cost, and amortization of fair market value adjustments from business combinations, partially offset by overall continued operational efficiencies along with 80/20 initiatives.

Current wording

The Company's consolidated gross margin decreased to 24.4% for the six months ended June 30, 2026 compared to 28.4% for the six months ended June 30, 2025. The decrease was driven by business and product line mix, unfavorable alignment of price/material cost, amortization of fair market value adjustments from business combinations and the impact of ongoing integration activities, partially offset by overall continued operational efficiencies along with 80/20 initiatives.

Previous wording

The Agtech segment generated an operating margin of 6.0% in the current year quarter compared to 7.5% in the prior year quarter. Operating margin declined year over year due to lower organic volumes.

Current wording

The Agtech segment generated an operating margin of 8.1% in the current year compared to 2.9% in the prior year. Operating margin increased year over year due to higher organic volumes, along with prior year costs related to the acquisition of Lane Supply.

Previous wording

The Company recorded interest expense of $13.0 million during the three months ended March 31, 2026 associated with the new issuance of debt to fund the acquisition of OmniMax. The Company recorded interest income of $1.6 million for the three months ended March 31, 2025, the result of earnings on certain interest-bearing cash accounts.

Current wording

The Company recorded interest expense of $34.0 million during the six months ended June 30, 2026 associated with the new issuance of debt to fund the acquisition of OmniMax. The Company recorded interest income of $1.3 million for the six months ended June 30, 2025, the result of earnings on certain interest-bearing cash accounts.

Previous wording

The Company expects that its primary cash requirements over the next twelve months will include working capital, capital expenditures, and debt service requirements. The Company believes that cash flows from operations, together with available cash on hand and borrowing capacity under the Revolving Credit Facility—which had approximately $466.6 million of availability as of March 31, 2026—will be sufficient to meet these short-term liquidity requirements. The Company currently expects to continue generating positive operating cash flows during this period and does not anticipate needing to materially increase borrowings to fund its short-term obligations.

Current wording

The Company expects that its primary cash requirements over the next twelve months will include working capital, capital expenditures, and debt service requirements. The Company believes that cash flows from operations, together with available cash on hand and borrowing capacity under the Revolving Credit Facility—which had approximately $470.3 million of availability as of June 30, 2026—will be sufficient to meet these short-term liquidity requirements. The Company currently expects to continue generating positive operating cash flows during this period and does not anticipate needing to materially increase borrowings to fund its short-term obligations.

Previous wording

Beyond the next twelve months, the Company's liquidity needs will primarily consist of funding ongoing capital expenditures, debt service requirements, future debt maturities and potential strategic investments. The Company expects to meet these long-term obligations through a combination of cash flows generated from operations and continued access to its Revolving Credit Facility. The Company may also evaluate additional financing alternatives, as appropriate, as appropriate, to support its long-term growth initiatives or refinance upcoming maturities. Based on current projections and market conditions, the Company believes that its existing sources of liquidity will be adequate to satisfy its long-term cash requirements.

Current wording

Beyond the next twelve months, the Company's liquidity needs will primarily consist of funding ongoing capital expenditures, debt service requirements, future debt maturities and potential strategic investments. The Company expects to meet these long-term obligations through a combination of cash flows generated from operations and continued access to its Revolving Credit Facility. The Company may also evaluate additional financing alternatives, as appropriate, to support its long-term growth initiatives or refinance upcoming maturities. Based on current projections and market conditions, the Company believes that its existing sources of liquidity will be adequate to satisfy its long-term cash requirements.

Previous wording

Historically the Company's international operations have generated cash flow from operations sufficient to fund their working capital needs and capital improvements. As of March 31, 2026 and December 31, 2025, the Company's international subsidiaries held $5.4 million and $4.4 million of cash, respectively.

Current wording

Historically the Company's international operations have generated cash flow from operations sufficient to fund their working capital needs and capital improvements. As of June 30, 2026 and December 31, 2025, the Company's international subsidiaries held $5.1 million and $4.4 million of cash, respectively.

Previous wording

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

Current wording

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

Previous wording

Net cash used in operating activities of continuing operations for the three months ended March 31, 2026 of $34.5 million consisted of loss from continuing operations of $12.0 million, non-cash net charges totaling $20.2 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $42.7 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand, as well as settlement of assumed liabilities related to success-based costs incurred by OmniMax as a result of the sale.

Current wording

Net cash provided by operating activities of continuing operations for the six months ended June 30, 2026 of $10.0 million consisted of income from continuing operations of $15.3 million, non-cash net charges totaling $45.8 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $51.1 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand, as well as settlement of assumed liabilities related to success-based costs incurred by OmniMax as a result of the sale.

Previous wording

Net cash provided by operating activities of continuing operations for the three months ended March 31, 2026 of $5.1 million consisted of income from continuing operations of $23.1 million, non-cash net charges totaling $9.5 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $27.5 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable largely the result of seasonal demand.

Current wording

Net cash provided by operating activities of continuing operations for the six months ended June 30, 2025 of $48.6 million consisted of income from continuing operations of $52.6 million, non-cash net charges totaling $22.7 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $26.7 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand.

Previous wording

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

Current wording

Net cash used in investing activities of continuing operations for the six months ended June 30, 2026 of $1,350.9 million primarily reflected the acquisition of OmniMax for $1,337.6 million and a $2.1 million acquisition-payable payment related to one of the metal roofing businesses acquired in 2025, as well as net capital expenditures of $11.2 million.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2025 of $195.0 million was primarily due to the acquisitions of Lane Supply and the two metal roofing related businesses totaling $184.6 million. To a lesser extent, net capital expenditures of $10.7 million, partially offset by receipt of a $0.3 million final working capital settlement resulting from the sale of the Company's electronic locker business within the Company's Residential segment in the fourth quarter of 2024, also contributed to the net investment of cash.

Current wording

Net cash used in investing activities of continuing operations for the six months ended June 30, 2025 was $221.6 million, primarily due to the acquisitions of Lane Supply and the two metal roofing related businesses of $192.9 million, and net capital expenditures of $29.0 million largely related to the purchases of two facilities. These investments were partially offset by a receipt of the $0.3 million final working capital settlement received in connection with the sale of the Company's electronic locker business within the Company's Residential segment in the fourth quarter of 2024.

Previous wording

Net cash provided by financing activities totaled $1,216.9 million for the three months ended March 31, 2026 primarily reflected $1,325.0 million of proceeds from long-term debt, which were used to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses. These inflows were partially offset by $75.0 million of long-term debt repayments, $29.3 million of debt issuance cost payments, $3.4 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans, and $0.5 million excise tax payment related to the repurchase of common stock in 2025 under the Company's authorized share repurchase program.

Current wording

Net cash provided by financing activities totaled $1,212.8 million for the six months ended June 30, 2026 primarily reflected $1,321.0 million of proceeds from long-term debt, which were used to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses. These inflows were partially offset by $75.0 million of long-term debt repayments, $29.3 million of debt issuance cost payments, $3.4 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans, and a $0.5 million excise tax payment related to the repurchase of common stock in 2025 under the Company's authorized share repurchase program.

Previous wording

Net cash used in financing activities for the three months ended March 31, 2025 of $62.4 million consisted of common stock repurchases. The Company paid $60.0 million during the three months ended March 31, 2025 for the repurchase of 914,679 shares under the Company's authorized share repurchase program. The remainder of the repurchased common stock of $2.4 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans.

Current wording

Net cash used in financing activities for the six months ended June 30, 2025 of $62.5 million consisted of common stock repurchases. The Company paid $60.0 million during the six months ended June 30, 2025 related to the repurchase of 914,679 shares under the Company's authorized share repurchase program. The remainder of the repurchased common stock of $2.5 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans.