Gibraltar Industries (NASDAQ: ROCK) posts Q1 2026 loss after OmniMax deal
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
Gibraltar Industries posted a sharp Q1 2026 net loss after major acquisition and restructuring moves. Net sales rose to $356.3 million, up 44.6% year over year, driven mainly by the OmniMax deal and prior roofing and Agtech acquisitions.
Despite higher revenue, gross margin fell to 22.1% and the company reported a $4.5 million operating loss versus prior-year operating income of $28.7 million. Higher acquisition-related costs of $23.8 million and new interest expense of $13.0 million from recently issued debt pressured earnings.
The quarter’s $67.5 million net loss reflected a $55.4 million loss from discontinued operations tied to the planned exit of the Renewables business, including a large non‑cash remeasurement charge and settlement of legacy warranty claims. Gibraltar closed the OmniMax acquisition for about $1.34 billion, funded largely with new term loans, lifting long‑term debt to $1.22 billion while leaving $466.6 million of revolver capacity and $20.3 million of cash.
Positive
- Transformative OmniMax acquisition and strong revenue growth: Q1 2026 net sales rose 44.6% to $356.3 million, helped by acquiring OmniMax for about $1.34 billion and prior deals, significantly expanding the Residential roofing accessories and rainwater management footprint.
Negative
- Material net loss and higher leverage: The company swung from Q1 2025 net income of $21.1 million to a $67.5 million net loss, while long‑term debt increased to $1.22 billion, introducing meaningful interest expense and balance sheet risk.
- Discontinued Renewables operations causing sizable charges: Renewables generated a $59.9 million pretax loss in Q1 2026, including non‑cash remeasurement, and the business carries significant held‑for‑sale impairments and a $25 million warranty settlement commitment.
Insights
Q1 shows strong top-line growth but a leveraged, acquisition-heavy reset with discontinued Renewables weighing on earnings.
Gibraltar Industries grew Q1 2026 net sales to $356.3M, up 44.6% year over year, mainly from the $1.34B OmniMax acquisition and prior deals. However, acquisition accounting, integration costs, and pricing/mix compressed gross margin to 22.1% and produced a small operating loss.
Below operating income, the new capital structure is visible: long‑term debt jumped to $1.22B, generating $13.0M of interest expense versus prior interest income. Discontinued Renewables activity added a $55.4M loss, including a large non‑cash remeasurement and settlement of warranty claims, driving total net loss of $67.5M.
On the liquidity side, cash declined to $20.3M, but the company retained $466.6M of revolver availability under a new $500M facility. Future filings will clarify how quickly Gibraltar can restore margins in Residential, realize OmniMax synergies, and reduce leverage while completing the Renewables exit.
Key Figures
Net sales: $356.3M
Operating (loss) income: ($4.5M)
Net (loss) income: ($67.5M)
+5 more
8 metrics
Net sales
$356.3M
Three months ended March 31, 2026; up 44.6% year over year
Operating (loss) income
($4.5M)
Q1 2026 consolidated operating result vs $28.7M income in Q1 2025
Net (loss) income
($67.5M)
Q1 2026 consolidated net loss vs $21.1M net income in Q1 2025
Loss from discontinued operations
($55.4M)
Q1 2026 Renewables business classified as discontinued operations
OmniMax purchase consideration
$1.344B
Preliminary fair value of OmniMax acquisition completed February 2, 2026
Long-term debt
$1.22B
Total long-term debt outstanding as of March 31, 2026
Revolving credit availability
$466.6M
Unused capacity under $500M revolving credit facility at March 31, 2026
Net cash used in investing activities
$1.27B
Q1 2026, primarily OmniMax acquisition and related outflows
Key Terms
discontinued operations, Term Loan B Facility, goodwill, fair value less cost to sell, +2 more
6 terms
discontinued operations financial
"qualifies for reporting as discontinued operations. The Renewables business results of operations"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
Term Loan B Facility financial
"a senior secured term loan B facility in an initial aggregate principal amount of $650 million"
A Term Loan B facility is a large, multi‑year loan that a company borrows from banks or institutional investors and repays on a fixed schedule, often with smaller regular payments and a larger final payment. Think of it like a commercial mortgage for a business; it matters to investors because it changes the company’s interest costs, cash flow and financial risk — affecting its ability to pay dividends, invest in growth or meet debt obligations.
goodwill financial
"Goodwill recognized in this acquisition is primarily attributable to factors such as future economic benefits"
Goodwill is the extra value a buyer pays for a company above the measurable worth of its buildings, inventory and other tangible items, reflecting things like brand reputation, customer loyalty and expected future profits. Think of paying more for a café because of its famous name and regulars rather than its furniture alone. It matters to investors because changes in goodwill — for example a write-down if expected benefits don’t materialize — can reduce reported earnings and signal that past acquisitions aren’t delivering as hoped.
fair value less cost to sell financial
"the Company performed a fair value less cost to sell analysis at each reporting date"
consolidated total net leverage ratio financial
"requiring the Company to maintain a maximum consolidated total net leverage ratio of 5.25 to 1.00"
impairment and remeasurement adjustments financial
"Impairment and remeasurement adjustments | ( 223,414 ) | ( 175,967 )"
Earnings Snapshot
Net sales: $356.3M
Q1 2026
Net sales
$356.3M
+44.6% YoY
Operating (loss) income
($4.5M)
down from $28.7M YoY
Net (loss) income
($67.5M)
down from $21.1M YoY
Loss from discontinued operations
($55.4M)
vs ($2.0M) YoY
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 000-22462
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||
(716 ) 826-6500
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 5, 2026, the number of shares of common stock outstanding was: 29,661,919 .
Table of Contents
GIBRALTAR INDUSTRIES, INC.
INDEX
| PAGE NUMBER | |||||||||||
| PART I. | FINANCIAL INFORMATION | ||||||||||
| Item 1. | Financial Statements | ||||||||||
Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited) | 3 | ||||||||||
Consolidated Statements of Comprehensive (Loss) Income for the Three Months Ended March 31, 2026 and 2025 (unaudited) | 4 | ||||||||||
Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | 5 | ||||||||||
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (unaudited) | 6 | ||||||||||
Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited) | 7 | ||||||||||
Notes to Consolidated Financial Statements (unaudited) | 8 | ||||||||||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 22 | |||||||||
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 29 | |||||||||
| Item 4. | Controls and Procedures | 30 | |||||||||
| PART II. | OTHER INFORMATION | ||||||||||
| Item 1. | Legal Proceedings | 30 | |||||||||
| Item 1A. | Risk Factors | 30 | |||||||||
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 30 | |||||||||
| Item 3. | Defaults Upon Senior Securities | 31 | |||||||||
| Item 4. | Mine Safety Disclosures | 31 | |||||||||
| Item 5. | Other Information | 31 | |||||||||
| Item 6. | Exhibits | 31 | |||||||||
SIGNATURES | 33 | ||||||||||
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | $ | |||||||||
| Cost of sales | |||||||||||
| Gross profit | |||||||||||
| Selling, general, and administrative expense | |||||||||||
| Operating (loss) income | ( | ||||||||||
| Interest expense (income), net | ( | ||||||||||
| Other (income) expense, net | ( | ||||||||||
| (Loss) income before taxes from continuing operations | ( | ||||||||||
| (Benefit of) provision for income taxes | ( | ||||||||||
| (Loss) income from continuing operations | ( | ||||||||||
| Discontinued operations: | |||||||||||
| Loss before taxes from discontinued operations | ( | ( | |||||||||
| Benefit of income taxes | ( | ( | |||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Net (loss) earnings per share – Basic: | |||||||||||
| (Loss) income from continuing operations | $ | ( | $ | ||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Weighted average shares outstanding – Basic | |||||||||||
| Net (loss) earnings per share – Diluted: | |||||||||||
| (Loss) income from continuing operations | $ | ( | $ | ||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Weighted average shares outstanding – Diluted | |||||||||||
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Other comprehensive (loss) income: | |||||||||||
| Foreign currency translation adjustment | ( | ||||||||||
| Total comprehensive (loss) income | $ | ( | $ | ||||||||
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| March 31, 2026 | December 31, 2025 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Trade receivables, net of allowance of $ | |||||||||||
| Costs in excess of billings, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Assets of discontinued operations | |||||||||||
| Total current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Customer relationships, net | |||||||||||
| Other intangibles, net | |||||||||||
| Other assets | |||||||||||
| $ | $ | ||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Billings in excess of costs | |||||||||||
| Liabilities of discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Deferred income taxes | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Other non-current liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Preferred stock, $ | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Retained earnings | |||||||||||
| Accumulated other comprehensive loss | ( | ( | |||||||||
Treasury stock, at cost; | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| $ | $ | ||||||||||
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net (loss) income | $ | ( | $ | ||||||||
| Loss from discontinued operations | ( | ( | |||||||||
| (Loss) income from continuing operations | ( | ||||||||||
| Adjustments to reconcile (loss) income from continuing operations to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock compensation expense | |||||||||||
| Other, net | ( | ||||||||||
| Changes in operating assets and liabilities net of effects from acquisitions: | |||||||||||
| Trade receivables and costs in excess of billings | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Other current assets and other assets | ( | ( | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses and other non-current liabilities | ( | ( | |||||||||
| Net cash (used in) provided by operating activities of continuing operations | ( | ||||||||||
| Net cash (used in) provided by operating activities of discontinued operations | ( | ||||||||||
| Net cash (used in) provided by operating activities | ( | ||||||||||
| Cash Flows from Investing Activities | |||||||||||
| Acquisitions, net of cash acquired | ( | ( | |||||||||
| Purchases of property, plant, and equipment, net | ( | ( | |||||||||
| Net proceeds from sale of business | |||||||||||
| Net cash used in investing activities of continuing operations | ( | ( | |||||||||
| Net cash provided by (used in) investing activities of discontinued operations | ( | ||||||||||
| Net cash used in investing activities | ( | ( | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from long-term debt | |||||||||||
| Long-term debt payments | ( | ||||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Purchase of common stock at market prices | ( | ( | |||||||||
| Net cash provided by (used in) financing activities | ( | ||||||||||
| Effect of exchange rate changes on cash | ( | ||||||||||
| Net decrease in cash and cash equivalents | ( | ( | |||||||||
| Cash and cash equivalents at beginning of year | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
| Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net settlement of restricted stock units | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Stock compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Net settlement of restricted stock units | ( | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
| Excise tax on repurchase of common stock | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Common stock repurchased under stock repurchase program | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Gibraltar Industries, Inc. (the "Company") have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of results for the interim period have been included. The Company's operations are seasonal, for this and other reasons financial results for any interim period are not necessarily indicative of the results expected for any subsequent interim period or for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2025.
The consolidated balance sheet at December 31, 2025 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.
Discontinued Operations
In June 2025, the Company committed to a plan to sell its Renewables business, which was the sole business in the Renewables segment, and represents a strategic shift that has a significant effect on the Company's operations and financial results, and as such, qualifies for reporting as discontinued operations. The Renewables business results of operations for the periods presented are reflected in the Company's consolidated statements of operations and consolidated statements of cash flows as discontinued operations. Additionally, refer to Note 13 "Discontinued Operations" for information regarding the assets and liabilities of the Renewables business that have been classified as assets and liabilities of discontinued operations in the Company's consolidated balance sheets for the periods presented.
Unless otherwise indicated, the consolidated financial statements disclosures and related information disclosed herein relate to the Company's continuing operations, which exclude its Renewables business, and the Company has recast prior period amounts to reflect discontinued operations.
Recent Accounting Pronouncements
The Company evaluated all recent Accounting Standard Updates, including those that are currently effective in or after 2026, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no material changes from the recent accounting pronouncements previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
(2) TRADE RECEIVABLES, NET
The following table provides a roll-forward of the allowance for credit losses for the three month period ended March 31, 2026 that is deducted from the amortized cost basis of trade receivables to present the net amount expected to be collected (in thousands):
| Beginning balance as of January 1, 2026 | $ | ||||
| Allowance for credit losses acquired in business combination | |||||
| Bad debt expense, net of recoveries | |||||
| Accounts written off against allowance and other adjustments | ( | ||||
| Ending balance as of March 31, 2026 | $ | ||||
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(3) REVENUE
Sales includes revenue from contracts with customers for roofing accessories, metal roofing products and services, rain dispersion products, roof and foundation ventilation products, single point and centralized mail and package solutions, outdoor living space products (sun-shading), and other construction accessories; designing, engineering, manufacturing and installation of controlled environment agriculture structures, custom greenhouses and structural canopies; expansion joints, structural bearings, pavement sealant, elastomeric concrete and bridge cable protection systems.
Refer to Note 12 "Segment Information" for disclosures related to disaggregation of revenue.
As of March 31, 2026, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.
For the three months ended March 31, 2026 and 2025, respectively, there were no changes to estimated total costs to be incurred related to any individual contract that materially impacted the Company's consolidated financial statements.
Contract assets consist of net costs in excess of billings, classified as current assets in the Company's consolidated balance sheets. Contract liabilities consist of billings in excess of costs, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets. Unearned revenue as of March 31, 2026 and December 31, 2025 was $0.8 million and $1.4 million, respectively. The Company recognized revenue of $7.1 million and $10.3 million during the three months ended March 31, 2026 and 2025, respectively, that was included in the contract liabilities balance of $10.3 million and $15.4 million at December 31, 2025 and 2024, respectively.
(4) INVENTORIES, NET
Inventories, net of reserves, consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Raw material | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Total inventories, net | $ | $ | |||||||||
Reserve for excess, obsolete and slow moving inventory as of March 31, 2026 and December 31, 2025 was $6.9 million and $4.4 million, respectively.
(5) ACQUISITIONS
2026 Acquisition
On February 2, 2026, the Company purchased all the outstanding equity interests of Arundel Square Garden LLC, a Delaware limited liability company, the owner of OmniMax International, LLC ("OmniMax"), a leading U.S.- and Canada-based manufacturer of residential roofing accessories and rainwater management systems. The results of OmniMax have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment. The purchase consideration for this acquisition was $1.344 billion, which is subject to customary adjustments provided for in the securities purchase agreement, and was funded using a combination of cash on hand and proceeds from new indebtedness.
The purchase price for this acquisition was preliminarily allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition. The Company has commenced the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisition. Goodwill recognized in this acquisition is primarily attributable to factors such as future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in domestic residential roofing accessories and rainwater management systems markets. Due to the timing of certain adjustments provided for in the purchase agreement as described above, the Company is still collecting information necessary to finalize the purchase consideration. Accordingly, the amount recorded is provisional and may change if additional information is obtained regarding facts and circumstances that existed as of the acquisition date and that would have affected the measurement of the
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amount recognized at that date. The final determination of the fair value of certain assets and liabilities will be completed within a measurement period of up to one year from the date of the acquisition. The final value may also result in changes to depreciation and amortization expense related to certain assets such as property, plant and equipment and acquired intangible assets.
For the acquisition of OmniMax, the preliminary excess consideration was recorded as goodwill and approximated $519.0 million none of which is deductible for tax purposes. The final purchase price allocation will be completed no later than the first quarter of fiscal year 2027.
The preliminary allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):
| Cash | $ | ||||
| Working capital | |||||
| Property, plant and equipment | |||||
| Acquired intangible assets | |||||
| Other assets | |||||
| Other liabilities | ( | ||||
| Goodwill | |||||
| Fair value of purchase consideration | $ | ||||
The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value | Weighted-Average Amortization Period | ||||||||||
| Trademarks | $ | ||||||||||
| Customer relationships | |||||||||||
| Total | $ | ||||||||||
Since the acquisition date through March 31, 2026, OmniMax contributed approximately $88.9 million in net sales and $2.4 million in operating loss.
2025 Acquisitions
During the year ended December 31, 2025, the Company acquired four businesses in separate transactions. One acquired business is included within the Company's Agtech segment and the other three acquired businesses are included in the Company's Residential segment.
On February 11, 2025, the Company purchased all the outstanding stock of Lane Supply, Inc. ("Lane Supply"), a privately held company that designs, manufactures and installs structural canopies serving the convenience store, travel center, food retail, and quick serve restaurant markets. The results of Lane Supply have been included in the Company's consolidated financial results since the date of acquisition within the Company's Agtech segment. The purchase consideration for this acquisition was $118.0 million, which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement, and was funded with cash on hand.
On March 31, 2025, the Company acquired two privately held businesses within its Residential segment that primarily specialize in the manufacturing of metal roofing systems, along with metal wall panels, siding and trim products. The Company purchased all the outstanding stock of one of the businesses and substantially all of the assets of the other business for a combined purchase consideration of $92.6 million, which includes working capital adjustments and certain other adjustments provided for in the purchase agreements. A portion of the purchase consideration was funded with cash on hand, with the remaining portion payable in 2026. The Company recorded an acquisition payable included in accrued expenses of $8.9 million and $11.3 million as of March 31, 2026 and December 31, 2025, respectively, to reflect this obligation.
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On July 31, 2025, the Company purchased substantially all the assets of another privately held business within its Residential segment that primarily specializes in the manufacturing of metal roofing systems and roofing accessories. The purchase consideration for this acquisition was $16.0 million, which includes working capital adjustments and certain other adjustments provided for in the asset purchase agreement, and was funded with cash on hand.
The purchase price for these acquisitions were allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisitions. Goodwill recognized in these acquisitions are primarily attributable to factors such as future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in domestic agtech structures and metal roofing markets, respectively. Since the respective acquisition dates of the privately held businesses, the Company has recorded measurement-period adjustments, including adjustments as a result of new information obtained about facts and circumstances that existed as of the respective acquisition dates and included an increase of $20.2 million to acquired intangible assets and a corresponding decrease to goodwill. The impact of this adjustment, and other measurement-period adjustments, which would have been recognized in previous periods if the provisional amounts had been finalized as of the respective acquisition dates, have not materially impacted the Company's consolidated statements of operations.
For the acquisition of Lane Supply, the excess consideration was recorded as goodwill and approximated $38.3 million, none of which is deductible for tax purposes.
The allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):
| Cash | $ | ||||
| Working capital | |||||
| Property, plant and equipment | |||||
| Acquired intangible assets | |||||
| Other assets | |||||
| Other liabilities | ( | ||||
| Goodwill | |||||
| Fair value of purchase consideration | $ | ||||
The intangible assets acquired in this acquisition consisted of the following (in thousands):
| Fair Value | Weighted-Average Amortization Period | ||||||||||
| Trademarks | $ | ||||||||||
| Customer relationships | |||||||||||
| Backlog | Less than 1 year | ||||||||||
| Total | $ | ||||||||||
For the acquisition of the two metal roofing businesses acquired on March 31, 2025, the excess consideration was recorded as goodwill and approximated $42.2 million, all of which is deductible for tax purposes.
For the acquisition of the metal roofing business acquired on July 31, 2025, the excess consideration was recorded as goodwill and approximated $8.8 million, all of which is deductible for tax purposes.
The allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed in the acquisitions of the three metal roofing businesses is as follows as of the respective date of the acquisitions (in thousands):
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| Cash | $ | ||||
| Working capital | |||||
| Property, plant and equipment | |||||
| Acquired intangible assets | |||||
| Other assets | |||||
| Other liabilities | ( | ||||
| Goodwill | |||||
| Fair value of purchase consideration | $ | ||||
The intangible assets acquired in the three metal roofing business acquisitions consisted of the following (in thousands):
| Fair Value | Weighted-Average Amortization Period | ||||||||||
| Trademarks | $ | ||||||||||
| Customer relationships | |||||||||||
| Total | $ | ||||||||||
In determining the allocation of the purchase price to the assets acquired and liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets.
Pro Forma Information (Unaudited)
As noted above, during the three months ended March 31, 2026, the Company completed the acquisition of OmniMax, and during the three months ended March 31, 2025, the Company completed the acquisitions of Lane Supply and two privately held metal roofing businesses. Accordingly, the Company's consolidated statements of operations do not include certain periods prior to each acquisition, as described below.
| Acquisition | Date Acquired | Period Not Included: | |||||||||||||||
| From | To | ||||||||||||||||
| OmniMax | February 2, 2026 | January 1, 2026 | February 1, 2026 | ||||||||||||||
| Lane Supply | February 11, 2025 | January 1, 2025 | February 10, 2025 | ||||||||||||||
| Privately held metal roofing businesses | March 31, 2025 | January 1, 2025 | March 30, 2025 | ||||||||||||||
The following unaudited pro forma financial information represents a summary of the consolidated results of continuing operations of the Company for the three months ended March 31, 2026 and 2025, assuming the acquisition of OmniMax had been completed on January 1, 2025, and the acquisitions of Lane Supply and the two privately held metal roofing businesses had been completed on January 1, 2024 (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | $ | |||||||||
| Operating income | |||||||||||
These pro forma amounts have been compiled by combining the historical results of these businesses with the results of the Company, after applying applicable accounting policies and pro forma adjustments, primarily for: (i) amortization that would have been recognized assuming preliminary fair value adjustments to intangible assets and fair value step-up of inventory had been applied from January 1, 2025 for OmniMax; (ii) elimination of non-recurring acquisition and related integration costs associated with the OmniMax acquisition; and (iii) amortization that would have been recognized assuming fair value adjustments to intangible assets had been applied from January 1, 2024 for Lane Supply and the two privately held metal roofing businesses.
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The pro forma financial information is not necessarily indicative of the results of continuing operations that would have been achieved if the acquisitions had been effective as of these dates, or of future results.
Acquisition-related Costs
The Company recognized costs as a component of cost of sales related to the sale of inventory at fair value as a result of allocating the purchase price of recent acquisitions. The Company also incurred certain acquisition-related costs comprised of legal and consulting fees. These costs were recognized as a component of selling, general, and administrative expenses in the consolidated statements of operations. The acquisition-related costs consisted of the following for the three months ended March 31 (in thousands):
| 2026 | 2025 | ||||||||||
| Cost of sales | $ | $ | |||||||||
| Selling, general and administrative costs | |||||||||||
| Total acquisition related costs | $ | $ | |||||||||
(6) GOODWILL AND INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill for the three months ended March 31, 2026 are as follows (in thousands):
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| Acquired goodwill | |||||||||||||||||||||||
| Adjustments to prior year acquisitions | ( | ( | |||||||||||||||||||||
| Foreign currency translation | ( | ( | |||||||||||||||||||||
| Balance at March 31, 2026 | $ | $ | $ | $ | |||||||||||||||||||
Goodwill is recognized net of accumulated impairment losses of $133.2
The Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing. The Company determined that no triggering event had occurred as of March 31, 2026 which would require an interim impairment test to be performed.
Intangible Assets
Intangible assets consisted of the following (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||
| Indefinite-lived intangible assets: | |||||||||||||||||||||||
| Trademarks | $ | $ | $ | $ | |||||||||||||||||||
| Finite-lived intangible assets: | |||||||||||||||||||||||
| Trademarks | |||||||||||||||||||||||
| Unpatented technology | |||||||||||||||||||||||
| Customer relationships | |||||||||||||||||||||||
| Total intangible assets | $ | $ | $ | $ | |||||||||||||||||||
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The following table summarizes the intangible asset amortization expense (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Amortization expense | $ | $ | |||||||||
Amortization expense related to intangible assets for the remainder of fiscal 2026 and the next five years thereafter is estimated as follows (in thousands):
| 2026 | 2027 | 2028 | 2029 | 2030 | 2031 | ||||||||||||||||||||||||||||||
| Amortization expense | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
(7) LONG-TERM DEBT
The following table summarizes the Company's long-term debt at March 31, 2026 (in thousands):
| Term Loan A Facility | $ | ||||
| Term Loan B Facility | |||||
| Revolving Credit Facility | |||||
| Unamortized debt issuance costs | ( | ||||
| Less current maturities | |||||
| Total long-term debt | $ | ||||
The Company had no outstanding debt at December 31, 2025.
The aggregate contractual maturities of long-term debt during each of the five annual periods after March 31, 2026 (in thousands):
| 2027 | 2028 | 2029 | 2030 | 2031 | ||||||||||||||||||||||||||||
Aggregate amount of maturities | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||
Effective February 2, 2026
Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility
In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions 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 (the "Revolving Credit Facility"), (ii) a senior secured term loan A facility in an initial aggregate principal amount of $650 million (the "Term Loan A Facility") and (iii) a senior secured term loan B facility in an initial aggregate principal amount of $650 million (the "Term Loan B Facility"). Letters of credit are available under the Credit Agreement in an aggregate amount of up to $100 million. The Company capitalized $29.3 million of debt issuance costs incurred in connection with the Credit Agreement. In addition, $0.8 million of unamortized deferred debt issuance costs related to the 2022 Credit Agreement were carried forward as the Credit Agreement was accounted for as a modification and are being amortized over the remaining term of the Credit Agreement.
Borrowings under the Credit Agreement, together with cash on hand, were used to fund the acquisition of OmniMax, refinance certain existing indebtedness of the Company, 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.
The Term Loan A Facility amortizes on a quarterly basis with escalating payment percentages over the life of the loan, with the remaining balance due at maturity. Quarterly principal amortization is required as follows: (i) 0.625 % of the aggregate initial principal amount of the Term Loan A Facility for each fiscal quarter from the quarter ending June 30, 2026 through and including the quarter ending March 31, 2028; (ii) 1.25 % of the aggregate initial principal amount of the Term Loan A Facility for each fiscal quarter from the quarter ending June 30, 2028 through and including the quarter ending March 31, 2030; and (iii) 1.875 % of the aggregate initial principal amount of the Term
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Loan A Facility for each fiscal quarter from the quarter ending June 30, 2030 through and including the last full fiscal quarter prior to the maturity date. All remaining unpaid principal amounts of any outstanding Term Loan A Facility are due on the maturity date.
The Term Loan B Facility amortizes on a quarterly basis at 0.25 % of the aggregate initial principal amount of the Term Loan B Facility, with all remaining unpaid principal amounts of any outstanding Term Loan B Facility due on the maturity date.
In February 2026, the Company made prepayments of $25.0 million on the Term Loan A Facility and $50.0 million of the Term Loan B Facility. In accordance with the Credit Agreement, such prepayments were applied to future scheduled amortization payments in order of maturity.
Borrowings under the Credit Agreement bear interest, at the Company's option, at an annual rate based on (a) adjusted term secured overnight financing rate ("SOFR"), defined in a customary manner, or (b) a base rate, in each case plus an applicable margin determined by the Company's consolidated first lien net leverage ratio.
For the Term Loan A Facility and the Revolving Credit Facility, the applicable rate under the Credit Agreement ranges from 1.375 % to 2.25 % for Term SOFR loans and 0.375 % to 1.25 % for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio per the Credit Agreement. For the Term Loan B Facility, the applicable rate under the Credit Agreement ranges from 1.75 % to 2.25 % for Term SOFR loans and 0.75 % to 1.25 % for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. Undrawn commitment fees under the Revolving Credit Facility range from 0.175 % to 0.275 % based on the Company’s consolidated first lien net leverage ratio.
The Company's obligations under the Credit Agreement are guaranteed by the Company's existing and subsequently acquired wholly owned domestic subsidiaries, subject to customary exceptions.
The Credit Agreement contains financial covenants requiring the Company to maintain a maximum consolidated total net leverage ratio of 5.25 to 1.00, which steps down to 4.25 to 1.00 over time, and a minimum interest coverage ratio of 3.00 to 1.00, in each case measured as of the last day of each fiscal quarter, with measurement to commence on the last day of the first full fiscal quarter after February 2, 2026. The maximum consolidated total net leverage ratio may be increased at the Company's option by 0.50 times in connection with certain qualifying material acquisitions.
The Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. In addition, the Credit Agreement contains certain events of default, including relating to a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement.
The following table sets forth the Company's revolving credit facility availability under the Credit Agreement as of March 31, 2026 (in thousands):
| Total revolving credit facility | $ | ||||
| Less: borrowings outstanding under the revolving credit facility | ( | ||||
| Less: standby letters of credit issued to third parties | ( | ||||
| Revolving credit facility availability | $ | ||||
The carrying values of borrowings under the Company's Revolving Credit Facility, Term Loan A Facility and Term Loan B Facility approximate fair value due to the variable rate features of these instruments.
Prior to February 2, 2026
Revolving Credit Facility
On December 8, 2022, the Company entered into a credit agreement (the "2022 Credit Agreement") which provided for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million. At December 31, 2025, the Company had no outstanding borrowings and had $6.2 million of letters of credit issued to third parties. In connection with entering into the Credit Agreement, on February 2, 2026, the Company terminated the 2022 Credit
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Agreement. There were no outstanding borrowings under the 2022 Credit Agreement as of the date of termination or at March 31, 2026.
(8) EQUITY-BASED COMPENSATION
The Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan (the "Amended 2018 Plan") which includes a total of 1,631,707 shares available for issuance, allows the Company to grant equity-based incentive compensation awards in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants.
The Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors (the "Non-Employee Directors Plan") which includes 200,000 shares available for issuance, allows the Company to grant awards of shares of the Company's common stock to current non-employee directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan.
Equity-Based Awards - Settled in Stock
The following table provides the number of stock units granted, along with the weighted-average grant-date fair value of each award, during the three months ended March 31,:
| 2026 | 2025 | |||||||||||||||||||||||||
| Awards | Number of Awards | Weighted- Average Grant-Date Fair Value | Number of Awards | Weighted- Average Grant-Date Fair Value | ||||||||||||||||||||||
| Performance stock units (1) | $ | (2) | $ | |||||||||||||||||||||||
| Restricted stock units | $ | $ | ||||||||||||||||||||||||
(1) The Company’s performance stock units (“PSUs”) represent target shares granted for which the final number of shares earned depends on financial performance.
(2) Includes 74,440 of target PSUs granted, none of which were earned or will be issued, as actual performance did not exceed the minimum achievement threshold.
Equity-Based Awards - Settled in Cash
The Company's equity-based awards that are settled in cash are the awards under the Management Stock Purchase Plan (the “MSPP”) which is authorized under the Company's equity incentive plans. The MSPP provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their directors’ fees, convertible to restricted stock units. Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their deferred compensation.
The deferrals and related company match are credited to an account that represents a share-based liability. The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200 -day average of the Company’s stock price. The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company.
Total MSPP liabilities recorded on the consolidated balance sheet as of March 31, 2026 were $19.5 million, of which $2.3 million was included in current accrued expenses and $17.2 million was included in non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2025 were $22.2 million, of which $3.1 million was included in current accrued expenses and $19.1 million was included in non-current liabilities. The value of the restricted stock units within the MSPP liabilities was $12.3 million and $15.7 million at March 31, 2026 and December 31, 2025, respectively.
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The following table provides the number of restricted stock units credited to active participant accounts and the payments made with respect to MSPP liabilities:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Restricted stock units credited | |||||||||||
| MSPP liabilities paid (in thousands) | $ | $ | |||||||||
(9) EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS
The Company periodically undertakes restructuring initiatives as part of its focus to improve operating performance and optimize its business portfolio. These initiatives have led to reorganizing the Company's manufacturing footprint, outsourcing or discontinuing low-volume, low margin products, or selling or exiting less profitable businesses or product lines. As a result, the Company has incurred costs related to discrete restructuring events for moving and closing facilities, severance and inventory write-downs during the three months ended March 31, 2026.
The following tables set forth the exit activity costs and asset impairment charges (recoveries) incurred by segment related to the restructuring activities described above (in thousands):
| Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| Exit Activity | Asset Impairment | Total | Exit Activity | Asset Impairment | Total | ||||||||||||||||||||||||||||||
| Residential | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
| Agtech | ( | ||||||||||||||||||||||||||||||||||
| Infrastructure | |||||||||||||||||||||||||||||||||||
| Corporate | |||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||
The following table provides a summary of where the exit activity costs and asset impairments were recorded in the consolidated statements of operations (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cost of sales | $ | $ | |||||||||
| Selling, general, and administrative expense | |||||||||||
| Total exit activity and asset impairment charges | $ | $ | |||||||||
The following table reconciles the beginning and ending liability for exit activity costs recorded in current accrued expenses on the consolidated balance sheets relating to the Company’s restructuring efforts (in thousands):
| 2026 | 2025 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Exit activity costs recognized | |||||||||||
| Cash payments | ( | ( | |||||||||
| Balance at March 31 | $ | $ | |||||||||
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(10) INCOME TAXES
The following table summarizes the provision for income taxes for continuing operations and the applicable effective tax rates:
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (Benefit of) provision for income taxes (in thousands) | $ | ( | $ | ||||||||
| Effective tax rate | % | % | |||||||||
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.
(11) (LOSS) EARNINGS PER SHARE
Weighted average shares outstanding for basic and diluted (loss) earnings were as follows (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Basic weighted average shares outstanding | |||||||||||
| Dilutive effect of common stock options and stock units | |||||||||||
| Dilutive weighted average shares outstanding | |||||||||||
For periods in which the Company has reported a loss from continuing operations, diluted (loss) earnings per share is the same as basic (loss) earnings per share, as the effects of common stock units outstanding are antidilutive and, therefore, excluded from the calculation of diluted (loss) earnings per share.
The following table provides the potential anti-dilutive common stock units not included in the diluted weighted average shares calculations (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Common stock units | |||||||||||
(12) SEGMENT INFORMATION
The Company has three reportable segments: Residential, Agtech, and Infrastructure. The Company's reportable segments are each managed separately because they design, engineer, manufacture, and where applicable install, distinct products with different production processes.
•Residential consists of operating segments that sell the following products and services to major retail home centers, building material wholesalers, building product distributors, roofing distributors, residential contractors, property management companies, manufactured housing dealers, postal services distributors and providers, and online direct to end consumers: roofing accessories, metal roofing products and services, rain dispersion products, roof and foundation ventilation products, single point and centralized mail and package solutions, outdoor living space products (sun-shading), and other construction accessories.
•Agtech consists of operating segments that sell the following products and services to large-scale indoor commercial growers of fruits and vegetables, plants and flowers, and agricultural research and development facilities, as well as convenience store, travel centers, food retailers, and quick-serve restaurants: design, manufacture and build controlled environment agriculture structures, custom greenhouses and structural canopies.
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•Infrastructure consists of an operating segment that sells the following products to commercial and transportation contractors and fabricators: expansion joints, structural bearings, rubber pre-formed seals and other sealants, elastomeric concrete, and bridge cable protection systems.
The accounting policies of the Company's segments are the same as those described in Note 1 "Summary of Significant Accounting Policies" included in the Company's annual report on Form 10-K for the year ended December 31, 2025. The following tables illustrate certain measurements used by management to assess the performance of the segments described above (in thousands):
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Less (1): | |||||||||||||||||||||||
| Operating expenses (2) | |||||||||||||||||||||||
| Segment profit | |||||||||||||||||||||||
| Reconciliation of segment profit | |||||||||||||||||||||||
| Unallocated corporate expenses | ( | ||||||||||||||||||||||
| Interest expense, net | ( | ||||||||||||||||||||||
| Other income, net | |||||||||||||||||||||||
| Loss before taxes from continuing operations | $ | ( | |||||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Less (1): | |||||||||||||||||||||||
| Operating expenses (2) | |||||||||||||||||||||||
| Segment profit | |||||||||||||||||||||||
| Reconciliation of segment profit | |||||||||||||||||||||||
| Unallocated corporate expenses | ( | ||||||||||||||||||||||
| Interest income, net | |||||||||||||||||||||||
| Other expense, net | ( | ||||||||||||||||||||||
| Income before taxes from continuing operations | $ | ||||||||||||||||||||||
Footnotes:
(1)The significant expense category and amounts align with the segment-level information that is regularly provided to the CODM.
(2)Operating expenses for each reportable segment includes inventory and manufacturing expenses, employee compensation, depreciation and amortization, freight services, other costs of sales expenses, and other selling, general and administrative expenses.
The following table presents the reported segments' and unallocated corporate reported depreciation and amortization (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Residential | $ | $ | |||||||||
| Agtech | |||||||||||
| Infrastructure | |||||||||||
| Unallocated corporate expenses | |||||||||||
| Total depreciation and amortization | $ | $ | |||||||||
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The following table presents the assets of the reported segments, unallocated corporate assets and assets of discontinued operations as of (in thousands):
| March 31, 2026 | December 31, 2025 | ||||||||||
| Residential | $ | $ | |||||||||
| Agtech | |||||||||||
| Infrastructure | |||||||||||
| Unallocated corporate assets | |||||||||||
| Assets of discontinued operations | |||||||||||
| Total assets | $ | $ | |||||||||
The following presents disaggregated revenue by timing of transfer of control to customers by reported segment (in thousands):
| Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Point in Time | $ | $ | $ | $ | |||||||||||||||||||
| Over Time | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended March 31, 2025 | |||||||||||||||||||||||
| Residential | Agtech | Infrastructure | Total | ||||||||||||||||||||
| Point in Time | $ | $ | $ | $ | |||||||||||||||||||
| Over Time | |||||||||||||||||||||||
| Total net sales | $ | $ | $ | $ | |||||||||||||||||||
(13) DISCONTINUED OPERATIONS
In June 2025, the Company committed to a plan to sell its Renewables business, which represents a strategic shift in operations. The decision was driven by a change in the Company's strategy to focus its asset portfolio and resources on its Residential, Agtech and Infrastructure segments. The Renewables business was classified as held for sale as of June 30, 2025, and met the criteria for discontinued operations. On February 20, 2026, the Company completed the sale of certain assets related to the Renewables business to a third-party, as described below. The remaining portion of the Renewables business is currently marketed as part of an active sale program and the Company expects to complete the disposition of the remaining business prior to June 2026. The Renewables business was previously reported under the Renewables segment in accordance with ASC Subtopic 280.
At March 31, 2026 and December 31, 2025, the Renewables business remained classified as held for sale and as a discontinued operation. Accordingly, the Company performed a fair value less cost to sell analysis at each reporting date and determined that its carrying amount exceeded fair value less costs to sell. For three months ended March 31, 2026, the Company recorded a remeasurement adjustment before income taxes of $47.4 million included in the loss before taxes from discontinued operations on the consolidated statements of operations. The fair value measurement is categorized within Level 3 of the fair value hierarchy based on significant unobservable inputs in accordance with ASC Topic 820.
The following table presents the carrying amounts and a reconciliation of the major classes of assets and liabilities included in discontinued operations related to the Renewables business, which have been segregated from the Company's continuing operations and are reported as assets and liabilities of discontinued operations held for sale, respectively, in the consolidated balance sheets at (in thousands):
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| March 31, 2026 | December 31, 2025 | ||||||||||
| Assets of the discontinued operations: | |||||||||||
| Trade receivables, net | $ | $ | |||||||||
| Costs in excess of billings, net | |||||||||||
| Inventories, net | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Property, plant, and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Acquired intangibles | |||||||||||
| Impairment and remeasurement adjustments | ( | ( | |||||||||
| Total assets classified as discontinued operations (1) | $ | $ | |||||||||
| Liabilities of the discontinued operations: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Billings in excess of costs | |||||||||||
| Non-current operating lease liabilities | |||||||||||
| Total liabilities classified as discontinued operations (1) | $ | $ | |||||||||
(1) Total held for sale assets and liabilities of the discontinued operations are classified as current on the March 31, 2026 and December 31, 2025 consolidated balance sheets as it is probable that the sale will occur and proceeds will be collected within one year from the date the Company committed to the plan to sell.
At March 31, 2026, accrued expenses included within total liabilities classified as discontinued operations included amounts attributable to certain unresolved warranty claims related to the discontinued operation which had been disputed by the Company. The Company has reached an agreement to settle these warranty claims in the amount of $25.0 million. The Company expects the settlement to be paid during the second quarter of 2026.
The following table is the components of the loss before taxes from discontinued operations before tax (in thousands):
| Three Months Ended March 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| Net sales | $ | $ | |||||||||
| Operating expenses | |||||||||||
| Remeasurement adjustment | |||||||||||
| Other (income) expenses, net | ( | ||||||||||
| Loss before taxes from discontinued operations | $ | ( | $ | ( | |||||||
During the three months ended March 31, 2026, the Company entered into the settlement agreement referred to above resulting in a charge included in loss before taxes from discontinued operations in the consolidated statements of operations.
Disposition
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 $74.9 million in cash, subject to working capital and other customary post-closing adjustments, and resulted in a pre-tax net gain of $21.8 million presented within loss before taxes from discontinued operations in the consolidated statements of operations.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain information set forth herein includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and, therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “anticipates,” “aspires,” “expects,” “estimates,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, competition, strategies, margins, integration of acquired businesses, the industries in which we operate and the expected impact of evolving laws and regulation. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” disclosures in our most recent Annual Report on Form 10-K. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, liquidity and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if our results of operations, financial condition, liquidity, and the development of the industries in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make herein speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
The Company uses certain operating performance measures, specifically consolidated gross margin, operating margin by segment and consolidated operating margin, to manage the Company's businesses, set operational goals, and establish performance targets for incentive compensation for the Company's employees. The Company defines consolidated gross margin as a percentage of total consolidated gross profit to total consolidated net sales. The Company defines operating margin by segment as a percentage of total income from operations by segment to total net sales by segment and consolidated operating margin as a percentage of total consolidated income from operations to total consolidated net sales. The Company believes consolidated gross margin, consolidated operating margin, and operating margin by segment may be useful to investors in evaluating the profitability of the Company's segments and the Company on a consolidated basis.
Overview
The Company is a leading manufacturer and provider of products and services for the residential, agtech, and infrastructure markets, and it operates and reports its results through three reporting segments: Residential, Agtech, and Infrastructure.
The Company serves customers primarily in the U.S. and Canada including home improvement retailers, wholesalers, distributors, contractors, institutional and commercial growers of fruits, vegetables, flowers and other plants.
On February 2, 2026, the Company acquired OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems. The acquisition of OmniMax furthers the Company's goal of helping innovate and reshape the markets in which it operates and provide better solutions for its customers and the channels it serves.
As of March 31, 2026, the Company's continuing operations operated in fifty-six facilities, comprised of fifty manufacturing facilities, strategically located across twenty-three states and Canada, and six offices, including a sourcing office located in China. The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of the Company's markets.
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Recent Trends
Impacts of Macroeconomic and Geopolitical Conditions on Our Business
The Company continues to monitor macroeconomic and geopolitical conditions that may adversely affect its business, results of operations, and liquidity. These factors include global economic uncertainty, inflationary pressures, supply chain disruptions, changes in interest rates and foreign currency exchange rates, labor availability, international conflicts, and evolving trade and tariff policies. Volatility in these conditions may impact demand for the Company’s products, input costs, logistics expenses, and the timing of customer orders, resulting in variability in operating results.
In addition, geopolitical instability in regions, including the Middle East, have and may continue to disrupt logistics networks, increase energy and transportation costs, affecting regional customers and suppliers. Changes in U.S. trade policy, including modifications to tariffs on certain steel and aluminum related products, may also increase costs or require changes to sourcing practices. The ultimate impact of these conditions remains uncertain and will depend on future developments and the duration and severity of these events.
Business Strategy
The Company's mission, to make life better for people and the planet, is fueled by advancing the disciplines of engineering, science, and technology.
The Company strives to create compounding and sustainable value for its stockholders and stakeholders by maintaining strong, relevant leadership positions in higher-growth profitable end markets while continuously innovating its products, services, and business processes to further optimize the important end markets it serves in the U.S. and Canada; residential and light commercial housing, infrastructure, and controlled environment agriculture growing and research. The foundation of the Company's strategy is built on three core pillars: Business System, Portfolio Management, and Organization Development.
•Business System reflects the necessary systems, processes, and management tools required to deliver consistent and continuous performance improvement, every day. The Company's business system is a critical enabler to grow, scale, and deliver its plans. The Company's focus is on deploying effective tools to drive growth, improve operating performance, and develop the organization utilizing 80/20 and lean quote-to-cash initiatives along with digital systems for speed, agility and responsiveness. The Business System pillar challenges existing operating paradigms, drives day-to-day performance, forces prioritization of resources, tests the Company's business models, and drives new product and services innovation.
•Portfolio Management is focused on optimizing the Company’s business portfolio in higher growth markets with leadership positions while ensuring its financial capital and human resources are effectively and efficiently deployed to deliver sustainable, profitable growth while increasing its relevance with customers and shaping its markets.
•Organization Development drives the Company’s continuous focus on ensuring it has the right design and structure to scale the organization in order to execute the Company’s plans and meet commitments. The Company's focus is on creating an environment for our people to have the best opportunity for success, continue to develop, grow and learn. At the core of this pillar is the Company’s development process focused on helping employees reach their potential, improve performance, develop career roadmaps, identify ongoing education requirements, and respective succession plans. The Company believes doing so helps it attract and retain the best people to execute its business plans.
The Company continues to transform itself to focus on providing solutions to some of today's most significant challenges—including living in safe and comfortable housing, growing food more sustainably, and improving the infrastructure across the U.S. and Canada.
The Company's strategy is to continue to broaden its presence and product portfolio with the addition of new products, while simultaneously investing in its customer relationships and its go-to-market infrastructure. The acquisition of OmniMax strengthens the Company's presence in its largest and highly profitable residential segment and represents a transformative strategic step intended to rapidly accelerate the Company's building products revenue growth. In addition, the Company's 2025 acquisition, Lane Supply within its Agtech segment, expands the Company's structures business to service complementary markets, such as fuel stations and convenience stores.
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Acquisition of OmniMax
On February 2, 2026, Gibraltar completed the acquisition of OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems, for a purchase price of $1.335 billion in cash. The acquisition was pursuant to the terms and conditions of the Securities Purchase Agreement, among the Company, Barnsbury Estate LLC and Arundel Square Garden, LLC, dated November 16, 2025.
The Company believes that the addition of OmniMax's complementary brands, product portfolio and geographic footprint accelerates the Company's presence in its largest and most profitable business segment, creates a more optimal operating platform to serve customers and partner with suppliers, and opens new opportunities for growth with new and existing customers across the U.S. and Canada. OmniMax will be reported as part of the Company's Residential segment.
Additional Recent Developments
As referred to above, on February 2, 2026, the Company completed the acquisition of OmniMax, a leading U.S.- and Canada-based manufacturer and provider of residential roofing accessories and rainwater management systems. In connection with the acquisition of OmniMax, on February 2, 2026, the Company entered into a new credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other financial institutions from time to time party thereto. The Credit Agreement provides for (i) a senior secured revolving credit facility in an initial aggregate principal amount of up to $500 million, (ii) a senior secured term loan A facility in an initial aggregate principal amount of up to $650 million and (iii) a senior secured term loan B facility in an initial aggregate principal amount of up to $650 million. Borrowings under the Credit Agreement were used, together with cash on hand, to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses. The Revolving Credit Facility may be used for working capital and other general corporate purposes. The Revolving Credit Facility and Term Loan A Facility mature on February 2, 2031, and the Term Loan B Facility matures on February 2, 2033. In connection with the entry into the Credit Agreement, on February 2, 2026, the Company terminated its existing credit agreement, dated as of December 8, 2022, and repaid all amounts outstanding thereunder.
On February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance of systems products. The sale of these assets generated net proceeds of approximately $70 million in cash, subject to working capital and other customary post-closing adjustments, that were applied to debt reduction. Refer to "Discontinued Operations" below for more information on the Renewables business which was classified as held for sale and reported as discontinued operations in the Company's consolidated financial statements.
Discontinued Operations
In June 2025, the Company committed to a plan to sell its Renewables business, which represents a strategic shift in operations. The decision was driven by a change in the Company's 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.
As referred to above, on February 20, 2026, the Company sold certain assets within its Renewables business pertaining to its electrical balance-of-systems products. The remaining portion of the Renewables business is classified as held for sale and as discontinued operations. See Note 13 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on discontinued operations.
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Results of Operations
Three Months Ended March 31, 2026 Compared to the Three Months Ended March 31, 2025
The following table sets forth selected results of operations data and percentage of net sales for the three months ended March 31 (in thousands):
| 2026 | 2025 | ||||||||||||||||||||||
| Net sales | $ | 356,287 | 100.0 | % | $ | 246,357 | 100.0 | % | |||||||||||||||
| Cost of sales | 277,416 | 77.9 | % | 176,504 | 71.6 | % | |||||||||||||||||
| Gross profit | 78,871 | 22.1 | % | 69,853 | 28.4 | % | |||||||||||||||||
| Selling, general, and administrative expense | 83,327 | 23.4 | % | 41,198 | 16.8 | % | |||||||||||||||||
| (Loss) income from operations | (4,456) | (1.3) | % | 28,655 | 11.6 | % | |||||||||||||||||
| Interest expense (income) | 13,024 | 3.6 | % | (1,637) | (0.7) | % | |||||||||||||||||
| Other (income) expense | (814) | (0.2) | % | 76 | 0.0 | % | |||||||||||||||||
| (Loss) income before taxes | (16,666) | (4.7) | % | 30,216 | 12.3 | % | |||||||||||||||||
| (Benefit of) provision for income taxes | (4,614) | (1.3) | % | 7,101 | 2.9 | % | |||||||||||||||||
| (Loss) income from continuing operations | (12,052) | (3.4) | % | 23,115 | 9.4 | % | |||||||||||||||||
| Loss from discontinued operations | (55,418) | (15.5) | % | (1,996) | (0.8) | % | |||||||||||||||||
| Net (loss) income | $ | (67,470) | (18.9) | % | $ | 21,119 | 8.6 | % | |||||||||||||||
The following table sets forth the Company’s net sales by reportable segment for the three months ended March 31, (in thousands):
| Impact of | |||||||||||||||||||||||||||||
| 2026 | 2025 | Total Change | Acquisitions | Ongoing Operations | |||||||||||||||||||||||||
| Net sales: | |||||||||||||||||||||||||||||
| Residential | $ | 281,435 | $ | 179,994 | $ | 101,441 | $ | 107,328 | $ | (5,887) | |||||||||||||||||||
| Agtech | 55,630 | 45,040 | 10,590 | 11,775 | (1,185) | ||||||||||||||||||||||||
| Infrastructure | 19,222 | 21,323 | (2,101) | — | (2,101) | ||||||||||||||||||||||||
| Consolidated | $ | 356,287 | $ | 246,357 | $ | 109,930 | $ | 119,103 | $ | (9,173) | |||||||||||||||||||
Consolidated net sales increased by $109.9 million, or 44.6%, to $356.3 million for the three months ended March 31, 2026 compared to the three months ended March 31, 2025. The increase in revenue was driven by $119.1 million, which is a combined total of net sales generated from the Company's current year acquisition of OmniMax along with incremental sales generated from the Company's prior year acquisitions. This increase was partially offset by softness in the building accessories end market, the timing of price/cost adjustments, business and product mix, and anticipated lower Agtech volumes resulting from project timing. Consolidated backlog decreased 10% to $168 million, as compared to the end of the prior year quarter.
Net sales in the Company's Residential segment increased $101.4 million, or 56.3%, to $281.4 million for the three months ended March 31, 2026 compared to $180.0 million for the three months ended March 31, 2025. The revenue of $107.3 million generated from the current year acquisition of OmniMax and the prior year acquisitions of the three metal roofing manufacturers, more than offset a 3% organic net sales decrease, which was a result of a soft end market along with timing of price/cost adjustments and business and product mix.
Net sales in the Company's Agtech segment increased 23.6%, or $10.6 million, to $55.6 million for the three months ended March 31, 2026 compared to $45.0 million for the three months ended March 31, 2025. The revenue increase was largely due to $11.8 million of incremental sales generated from the prior year acquisition of Lane Supply, which more than offset the decrease in organic sales, which was due to timing of projects. Backlog decreased 13% year over year in this segment.
Net sales in the Company's Infrastructure segment decreased $2.1 million, or 9.9%, to $19.2 million for the three months ended March 31, 2026 compared to $21.3 million for the three months ended March 31, 2025, impacted by production timing. Backlog decreased 3% from the prior year, though demand and quoting activity remained strong.
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The Company's consolidated gross margin decreased to 22.1% for the three months ended March 31, 2026 compared to 28.4% for the three months ended March 31, 2025. The decrease was driven by business and product line mix, unfavorable alignment of price/material cost, and amortization of fair market value adjustments from business combinations, partially offset by overall continued operational efficiencies along with 80/20 initiatives.
Selling, general, and administrative ("SG&A") expense increased by $42.1 million, or 102.3% to $83.3 million for the three months ended March 31, 2026 compared to $41.2 million for the three months ended March 31, 2025. The $42.1 million increase was primarily due to incremental SG&A expense incurred by recent acquisitions, along with higher acquisition-related expense as compared to the prior year quarter. SG&A expense as a percentage of net sales increased to 23.4% for the three months ended March 31, 2026 compared to 16.8% for the three months ended March 31, 2025.
The following table sets forth the Company’s operating (loss) income and operating (loss) income as a percentage of net sales by reportable segment for the three months ended March 31, (in thousands):
| 2026 | 2025 | Total Change | |||||||||||||||||||||||||||
| Operating (loss) income | |||||||||||||||||||||||||||||
| Residential | $ | 20,246 | 7.2 | % | $ | 31,260 | 17.4 | % | $ | (11,014) | |||||||||||||||||||
| Agtech | 3,327 | 6.0 | % | 3,385 | 7.5 | % | (58) | ||||||||||||||||||||||
| Infrastructure | 3,717 | 19.3 | % | 5,258 | 24.7 | % | (1,541) | ||||||||||||||||||||||
| Unallocated Corporate Expenses | (31,746) | (8.9) | % | (11,248) | (4.6) | % | (20,498) | ||||||||||||||||||||||
| Consolidated operating (loss) income | $ | (4,456) | (1.3) | % | $ | 28,655 | 11.6 | % | $ | (33,111) | |||||||||||||||||||
The Residential segment generated an operating margin of 7.2% in the current year quarter compared to 17.4% in the prior year quarter. Operating margin declined year over year, primarily as a result of price/cost alignment, early stage production inefficiencies and the timing of productivity and integration actions and acquisition charges, along with business and product mix during the current year quarter.
The Agtech segment generated an operating margin of 6.0% in the current year quarter compared to 7.5% in the prior year quarter. Operating margin declined year over year due to lower organic volumes.
The Infrastructure segment generated an operating margin of 19.3% during the three months ended March 31, 2026 compared to 24.7% during the three months ended March 31, 2025. The margin decline year over year was the result of business mix.
Unallocated corporate expenses increased $20.5 million to $31.7 million during the three months ended March 31, 2026 from $11.2 million during the three months ended March 31, 2025. The increase was primarily the result of higher acquisition-related expense as compared to the prior year quarter.
The Company recorded interest expense of $13.0 million during the three months ended March 31, 2026 associated with the new issuance of debt to fund the acquisition of OmniMax. The Company recorded interest income of $1.6 million for the three months ended March 31, 2025, the result of earnings on certain interest-bearing cash accounts.
The Company recorded other income of $0.8 million for the three months ended March 31, 2026, compared to other expense of $0.1 million for the three months ended March 31, 2025.
The Company recognized a benefit of income taxes of $4.6 million, with an effective tax rate of 27.7% for the three months ended March 31, 2026. The effective tax rate for the three months ended March 31, 2026 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization. The Company recognized a provision for income taxes of $7.1 million, with an effective tax rate of 23.5% for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2025 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by benefits related to tax credit generation or utilization and favorable discrete items due to an excess tax benefit on stock-based compensation.
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Liquidity and Capital Resources
Sources of Liquidity
The Company has historically financed its working capital requirements, including capital expenditures and acquisitions, through a combination of available cash, cash flows from operations, and borrowings under the Company's 2022 Credit Agreement. As disclosed above, on February 2, 2026, the Company entered into a new Credit Agreement that provides for a senior secured revolving credit facility with an initial aggregate commitment of $500 million and letters of credit in an aggregate amount of up to $100 million. The Revolving Credit Facility under the Credit Agreement matures on February 2, 2031.
The Company expects that its primary cash requirements over the next twelve months will include working capital, capital expenditures, and debt service requirements. The Company believes that cash flows from operations, together with available cash on hand and borrowing capacity under the Revolving Credit Facility—which had approximately $466.6 million of availability as of March 31, 2026—will be sufficient to meet these short-term liquidity requirements. The Company currently expects to continue generating positive operating cash flows during this period and does not anticipate needing to materially increase borrowings to fund its short-term obligations.
Beyond the next twelve months, the Company's liquidity needs will primarily consist of funding ongoing capital expenditures, debt service requirements, future debt maturities and potential strategic investments. The Company expects to meet these long-term obligations through a combination of cash flows generated from operations and continued access to its Revolving Credit Facility. The Company may also evaluate additional financing alternatives, as appropriate, as appropriate, to support its long-term growth initiatives or refinance upcoming maturities. Based on current projections and market conditions, the Company believes that its existing sources of liquidity will be adequate to satisfy its long-term cash requirements.
Historically the Company's international operations have generated cash flow from operations sufficient to fund their working capital needs and capital improvements. As of March 31, 2026 and December 31, 2025, the Company's international subsidiaries held $5.4 million and $4.4 million of cash, respectively.
As disclosed below and in Note 7 to the Company's consolidated financial statements in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q, the Company incurred significant indebtedness in connection with the acquisition of OmniMax. This level of indebtedness could have important consequences for the Company's business, including the risks described in Item 1A. "Risk Factors" - "Risks Related to the Company's Indebtedness" in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Uses of Cash / Cash Requirements
The Company's material short-term cash requirements primarily include accounts payable, purchases of tax credits, certain employee and retiree benefit-related obligations, operating lease obligations, capital expenditures, and other purchase obligations originating in the normal course of business for inventory purchase orders and contractual service agreements.
Credit Agreement
To further support liquidity, and in connection with closing of the acquisition of OmniMax on February 2, 2026 (the "Closing Date"), the Company entered into a new Revolving Credit Facility, as described above, and new senior secured term loan facilities in an aggregate principal amount of $1.3 billion, consisting of the Term Loan A facility in an initial aggregate principal amount of $650 million and the Term Loan B facility in an initial aggregate principal amount of $650 million. Proceeds from the term loans, together with borrowings under the revolving credit facility and cash on hand, were used to fund the acquisition of OmniMax and pay related transaction fees and expenses.
The Revolving Credit Facility and the Term Loan A Facility will mature on the fifth anniversary of the Closing Date, and the Term Loan B Facility will mature on the seventh anniversary of the Closing Date. The Term Loan A Facility requires quarterly amortization payments of 2.50% per annum for the first two years, 5.00% per annum for the next two years and 7.50% per annum for the final year, in each case of the original principal amount thereof. The Term Loan B Facility requires quarterly amortization payments of 1.00% per annum of the original principal amount thereof. The Credit Agreement also requires mandatory prepayments in connection with certain asset sales and excess cash flow, subject to certain exceptions.
Borrowings under the senior secured credit facilities bear interest, at the Company’s option, at an annual rate equal to (a) adjusted term SOFR, defined in a customary manner or (b) the base rate plus in each case an applicable rate.
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For the Term Loan A Facility and the Revolving Credit Facility, the applicable rate under the Credit Agreement ranges from 1.375% to 2.25% for Term SOFR loans and 0.375% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. For the Term Loan B Facility, the applicable rate under the Credit Agreement ranges from 1.75% to 2.25% for Term SOFR loans and 0.75% to 1.25% for Base Rate loans, in each case based on the Company’s consolidated first lien net leverage ratio. Undrawn commitment fees under the Revolving Credit Facility range from 0.175% to 0.275% based on the Company’s consolidated net leverage ratio.
The Credit Agreement contains financial covenants requiring the Company to maintain a maximum consolidated total net leverage ratio of 5.25 to 1.00, which steps down to 4.25 to 1.00 over time, and a minimum interest coverage ratio of 3.00 to 1.00, in each case measured as of the last day of each fiscal quarter, with measurement to commence on the last day of the first full fiscal quarter after the Closing Date. The maximum consolidated total net leverage ratio may be increased at the Company’s option by 0.50 times in connection with certain qualifying material acquisitions.
The Credit Agreement contains certain affirmative and negative covenants that limit the ability of the Company, among other things and subject to certain significant exceptions, to incur debt or liens, make investments, enter into certain mergers, consolidations, asset sales and acquisitions, pay dividends and make other restricted payments and enter into transactions with affiliates. Additionally, the Credit Agreement contains certain events of default, including relating to a change of control. If an event of default occurs, the lenders under the Credit Agreement will be entitled to take various actions, including the acceleration of amounts due under the Credit Agreement.
Authorized Share Repurchase Program
In April 2025, the Company's Board of Directors authorized a share repurchase program of up to $200 million of the Company's issued and outstanding common stock. As of March 31, 2026, the Company has not purchased any shares under this authorized program.
The program has a duration of three years and is scheduled to expire on April 30, 2028. Repurchases may be made from time to time in amounts and at prices the Company deems appropriate, subject to certain restrictions under the Credit Agreement, market conditions, applicable legal requirements, debt covenants, and other considerations. Any such repurchases may be executed through open market purchases, privately negotiated agreements, or other transactions. The repurchase program may be suspended or discontinued at any time at the Company's discretion.
Cash Flows
The following table sets forth selected cash flow data for the three months ended March 31, (in thousands):
| 2026 | 2025 | ||||||||||
| Net cash (used in) provided by: | |||||||||||
| Operating activities of continuing operations | $ | (34,553) | $ | 5,085 | |||||||
| Investing activities of continuing operations | (1,346,024) | (194,990) | |||||||||
| Financing activities | 1,216,889 | (62,394) | |||||||||
| Discontinued operations | 68,330 | 7,925 | |||||||||
| Effect of foreign exchange rate changes | (19) | 8 | |||||||||
| Net decrease in cash and cash equivalents | $ | (95,377) | $ | (244,366) | |||||||
Operating Activities
Net cash used in operating activities of continuing operations for the three months ended March 31, 2026 of $34.5 million consisted of loss from continuing operations of $12.0 million, non-cash net charges totaling $20.2 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $42.7 million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable and inventory, partially offset by increases in accounts payable, largely the result of seasonal demand, as well as settlement of assumed liabilities related to success-based costs incurred by OmniMax as a result of the sale.
Net cash provided by operating activities of continuing operations for the three months ended March 31, 2026 of $5.1 million consisted of income from continuing operations of $23.1 million, non-cash net charges totaling $9.5 million, which include depreciation, amortization, stock-based compensation and other non-cash charges, and $27.5
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million of cash invested in working capital and other net operating assets. The cash invested in working capital and other net operating assets was primarily the result of increases in accounts receivable largely the result of seasonal demand.
Investing Activities
Net cash used in investing activities for the three months ended March 31, 2026 of $1,346.0 million primarily reflected the acquisition of OmniMax for $1,337.9 million and a $2.1 million acquisition-payable payment related to one of the metal roofing businesses acquired in 2025, as well as net capital expenditures of $6.0 million.
Net cash used in investing activities for the three months ended March 31, 2025 of $195.0 million was primarily due to the acquisitions of Lane Supply and the two metal roofing related businesses totaling $184.6 million. To a lesser extent, net capital expenditures of $10.7 million, partially offset by receipt of a $0.3 million final working capital settlement resulting from the sale of the Company's electronic locker business within the Company's Residential segment in the fourth quarter of 2024, also contributed to the net investment of cash.
Financing Activities
Net cash provided by financing activities totaled $1,216.9 million for the three months ended March 31, 2026 primarily reflected $1,325.0 million of proceeds from long-term debt, which were used to fund the acquisition of OmniMax, refinance certain existing indebtedness, and pay related fees and expenses. These inflows were partially offset by $75.0 million of long-term debt repayments, $29.3 million of debt issuance cost payments, $3.4 million was used to repurchase common stock related to the net settlement of tax obligations for participants in the Company's equity incentive plans, and $0.5 million excise tax payment related to the repurchase of common stock in 2025 under the Company's authorized share repurchase program.
Net cash used in financing activities for the three months ended March 31, 2025 of $62.4 million consisted of common stock repurchases. The Company paid $60.0 million during the three months ended March 31, 2025 for the repurchase of 914,679 shares under the Company's authorized share repurchase program. The remainder of the repurchased common stock of $2.4 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans.
Critical Accounting Estimates
There have been no material changes to the Company's critical accounting estimates during the quarter ended March 31, 2026 from those disclosed in the consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
Recent Accounting Pronouncements
See Note 1 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the ordinary course of business, the Company is exposed to various market risk factors, including changes in general economic conditions, competition, interest rates, foreign exchange rates, and raw materials pricing and availability. In addition, the Company is exposed to other financial market risks, primarily related to its foreign operations. In the current year, there have been no material changes in the information provided under Item 7A in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.
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Item 4. Controls and Procedures
(a)Evaluation of Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Management of the Company, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered in this report. Based upon that evaluation and the definition of disclosure controls and procedures contained in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of the end of such period the Company’s disclosure controls and procedures were effective.
(b)Changes in Internal Control over Financial Reporting
The Company acquired OmniMax International, LLC on February 2, 2026. This acquisition will be excluded from management's annual report on internal control over financial reporting for the year ending December 31, 2026. Separate from the acquisition of OmniMax, the Company implemented a new Enterprise Resource Planning (“ERP”) system for one of the Company's operating units in the Residential segment during the quarter ended March 31, 2026. The implementation of this ERP system is expected to, among other things, improve user access security and automate a number of accounting and reporting processes and activities, thereby decreasing the amount of manual processes previously required. Except for the acquisition of OmniMax and the implementation of the ERP system, there have been no changes in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time the Company has been and may in the future become involved in litigation, as well as other legal proceedings in the ordinary course of the Company's business. The Company maintains liability insurance against risks arising out of the normal course of business. While the outcome of these legal proceedings cannot be predicted with certainty, the Company's management, based on currently available facts, does not believe that the ultimate outcome of any pending litigation will have a material effect on the Company's consolidated financial condition, results of operations, or liquidity.
During the quarter ended March 31, 2026, the Company entered into an agreement to settle a matter related to the Company's Discontinued Operations. See Note 13 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on the matter.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks discussed in “Part I, Item 1A. Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These risks and uncertainties have the potential to materially affect the Company's business, financial condition, results of operation, cash flows, and future prospects. Additional risks and uncertainties not currently known to the Company or that the Company currently deems immaterial may materially adversely impact the Company's business, financial condition, or operating results. During the quarter ended March 31, 2026, there have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In April 2025, the Company's Board of Directors authorized a share repurchase program of up to $200 million of the Company's issued and outstanding common stock. The program has a duration of three years, ending April 30, 2028. Repurchases may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to certain restrictions under the Credit Agreement, market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions. The repurchase program may be suspended or discontinued at any time at the Company's discretion.
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The Company did not purchase shares during the quarter ended March 31, 2026 and the dollar value of shares that may yet be purchased under the authorized program is $200 million.
The Company did not sell unregistered equity securities during the period covered by this report.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the quarter ended March 31, 2026, none of the Company's directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”
Item 6. Exhibits
2.1 | Securities Purchase Agreement, by and among Gibraltar Industries, Inc., Arundel Square Garden LLC and Barnsbury Estate LLC, dated as of November 16, 2025 (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed November 17, 2025) (1) | |||||||
3.1 | Certificate of Incorporation of Gibraltar Industries, Inc., as amended by: (i) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on October 27, 2004, (ii) Certificate of Change of Registered Agent and Registered Office of Gibraltar Industries, Inc. filed on May 11, 2005, (iii) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 22, 2012, (iv) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 11, 2015, (v) Certificate of Change of Registered Agent and/or Registered Office filed on January 10, 2019, (vi) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 6, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed August 3, 2021), (vii) Certificate of Amendment to the Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 3, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 8, 2023), and (viii) Certificate of Amendment of the Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 1, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed May 1, 2025) | |||||||
3.2 | Second Amended and Restated By-Laws of Gibraltar Industries, Inc., effective as of December 7, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed December 9, 2022) | |||||||
10.1 | Credit Agreement, dated as of February 2, 2026, by and among Gibraltar Industries, Inc., the lenders and other parties party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 2, 2026) (1) | |||||||
10.2* | Form of Award of Performance Units under the Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan | |||||||
10.3* | Special 2026 Corporate Bonus Repayment Agreement (Joseph Lovechio) | |||||||
10.4* | Special 2026 Corporate Bonus Repayment Agreement (Janet Catlett) | |||||||
10.5* | Special 2026 Corporate Bonus Repayment Agreement (Katherine Bolanoswki) | |||||||
10.6* | Special 2026 Corporate Bonus Repayment Agreement (Jeffrey Watorek) | |||||||
31.1* | Certification of Chairman of the Board, President and Chief Executive Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002. | |||||||
31.2* | Certification of Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002. | |||||||
32.1*^ | Certification of the Chairman of the Board, President and Chief Executive Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002. | |||||||
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32.2*^ | Certification of the Vice President and Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002. | |||||||
| 101.INS* | Inline XBRL Instance Document | |||||||
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| (1) | Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission; provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished. | ||||
| * | Submitted electronically with this Quarterly Report on Form 10-Q. | ||||
| ^ | Documents are furnished not filed herewith. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
GIBRALTAR INDUSTRIES, INC. | ||
| (Registrant) | ||
| /s/ William T. Bosway | ||
| William T. Bosway | ||
| Chairman of the Board, President and Chief Executive Officer | ||
| /s/ Joseph A. Lovechio | ||
| Joseph A. Lovechio | ||
| Vice President and Chief Financial Officer | ||
Date: May 7, 2026
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FAQ
How did Gibraltar Industries (ROCK) perform financially in Q1 2026?
Gibraltar posted higher revenue but a large net loss in Q1 2026. Net sales rose 44.6% to $356.3 million, driven mainly by acquisitions. However, acquisition costs, weaker margins, higher interest expense, and discontinued Renewables operations led to a $67.5 million net loss versus $21.1 million profit last year.
What impact did the OmniMax acquisition have on Gibraltar Industries (ROCK) in Q1 2026?
OmniMax significantly boosted scale but added costs and debt. The $1.34 billion purchase helped lift Q1 net sales, with OmniMax contributing about $88.9 million of revenue but an operating loss. Funding the deal with new term loans increased long‑term debt to $1.22 billion and added $13.0 million of quarterly interest expense.
Why did Gibraltar Industries (ROCK) report a loss from discontinued operations?
The loss reflects Gibraltar’s planned exit from its Renewables business. Discontinued Renewables operations produced a $55.4 million loss, including a $47.4 million remeasurement adjustment and costs tied to a $25 million warranty settlement. The company also sold certain Renewables assets, recording a $21.8 million pretax gain within discontinued results.
How strong is Gibraltar Industries’ (ROCK) balance sheet after the OmniMax deal?
Leverage increased, but liquidity remains available. Long‑term debt reached $1.22 billion at March 31, 2026, compared to no debt a year earlier. Cash declined to $20.3 million, yet the company retained $466.6 million of unused capacity on its $500 million revolving credit facility for working capital and general purposes.
How did Gibraltar Industries’ (ROCK) operating margins change in Q1 2026?
Operating profitability declined across segments and consolidated results. Consolidated gross margin fell from 28.4% to 22.1%, and the company moved from 11.6% operating margin to a 1.3% operating loss. Residential, Agtech, and Infrastructure margins all compressed, influenced by price/cost alignment, mix, integration, and acquisition‑related costs.
What are the main business segments driving Gibraltar Industries (ROCK) results?
Gibraltar operates through Residential, Agtech, and Infrastructure segments. In Q1 2026, Residential generated $281.4 million of net sales, Agtech $55.6 million, and Infrastructure $19.2 million. Residential growth came largely from acquisitions, while Agtech benefited from Lane Supply. Infrastructure saw lower sales due to production timing.