Gibraltar Industries(ROCK) - 2022 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements This section contains the unaudited consolidated financial statements and accompanying notes for the reporting period Consolidated Statements of Income Consolidated Statements of Income (Three Months Ended September 30) | Metric | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Net sales | $391,291 | $369,353 | | Gross profit | $94,556 | $83,252 | | Income from operations | $47,396 | $37,978 | | Net income | $34,295 | $27,556 | | Net earnings per share – Diluted | $1.08 | $0.83 | Consolidated Statements of Income (Nine Months Ended September 30) | Metric | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Net sales | $1,076,105 | $1,005,334 | | Gross profit | $249,671 | $224,201 | | Income from operations | $108,730 | $82,202 | | Net income | $79,058 | $66,267 | | Net earnings per share – Diluted | $2.43 | $2.01 | Consolidated Statements of Comprehensive Income Consolidated Statements of Comprehensive Income (Three and Nine Months Ended September 30) | Metric | Three Months Ended Sep 30, 2022 (in thousands) | Three Months Ended Sep 30, 2021 (in thousands) | Nine Months Ended Sep 30, 2022 (in thousands) | Nine Months Ended Sep 30, 2021 (in thousands) | | :--- | :--- | :--- | :--- | :--- | | Net income | $34,295 | $27,556 | $79,058 | $66,267 | | Foreign currency translation adjustment | $(3,568) | $(1,057) | $(6,993) | $2,902 | | Total comprehensive income | $30,739 | $26,526 | $72,102 | $69,250 | Consolidated Balance Sheets Consolidated Balance Sheets (as of September 30, 2022 and December 31, 2021) | Metric | Sep 30, 2022 (in thousands) | Dec 31, 2021 (in thousands) | | :--- | :--- | :--- | | Cash and cash equivalents | $21,919 | $12,849 | | Total current assets | $539,201 | $446,967 | | Total assets | $1,326,263 | $1,214,901 | | Total current liabilities | $282,368 | $286,990 | | Long-term debt | $121,840 | $23,781 | | Total stockholders' equity | $843,491 | $825,258 | Consolidated Statements of Cash Flows Consolidated Statements of Cash Flows (Nine Months Ended September 30) | Metric | 2022 (in thousands) | 2021 (in thousands) | | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $38,561 | $(16,525) | | Net cash (used in) provided by investing activities | $(67,325) | $28,778 | | Net cash provided by (used in) financing activities | $39,675 | $(30,276) | | Net increase (decrease) in cash and cash equivalents | $9,070 | $(18,120) | | Cash and cash equivalents at end of period | $21,919 | $13,934 | Consolidated Statement of Stockholders' Equity Changes in Stockholders' Equity (Nine Months Ended September 30, 2022) | Item | Amount (in thousands) | | :--- | :--- | | Balance at December 31, 2021 | $825,258 | | Net income | $79,058 | | Foreign currency translation adjustment | $(6,993) | | Common stock repurchased | $(55,541) | | Balance at September 30, 2022 | $843,491 | Notes to Consolidated Financial Statements (1) CONSOLIDATED FINANCIAL STATEMENTS - The accompanying unaudited consolidated financial statements are prepared in accordance with U.S. GAAP for interim financial information and Form 10-Q instructions[23] - The Company's operations are seasonal, meaning interim financial results are not necessarily indicative of full-year results[23] (2) RECENT ACCOUNTING PRONOUNCEMENTS - ASU No 2020-04 and ASU No 2021-01 provide optional expedients for contracts and hedging relationships affected by reference rate reform (LIBOR transition)[25] - The adoption of these amendments is not expected to have a material impact on the Company's financial statements[25] (3) ACCOUNTS RECEIVABLE, NET Accounts Receivable, Net (in thousands) | Metric | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Trade accounts receivable | $222,368 | $185,745 | | Costs in excess of billings | $57,183 | $54,437 | | Total accounts receivables | $279,551 | $240,182 | | Less allowance for doubtful accounts and contract assets | $(3,847) | $(3,738) | | Accounts receivable, net | $275,704 | $236,444 | - Bad debt expense, net of recoveries, for the nine months ended September 30, 2022, was $960 thousand[28] (4) REVENUE - Revenue is generated from a diverse range of products and services, including solar racking systems, residential building products, greenhouses, and infrastructure solutions[29] - The Company's remaining performance obligations are typically part of contracts with an original expected duration of one year or less[30] Revenue Recognized from Contract Liabilities (in millions) | Period | Revenue Recognized | | :--- | :--- | | Nine months ended Sep 30, 2022 | $41.2 | | Nine months ended Sep 30, 2021 | $52.6 | (5) INVENTORIES Inventories (in thousands) | Category | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Raw material | $132,084 | $135,558 | | Work-in-process | $21,642 | $5,858 | | Finished goods | $56,955 | $39,256 | | Gross inventory | $210,681 | $180,672 | | Less reserves | $(6,681) | $(4,465) | | Total inventories, net | $204,000 | $176,207 | (6) ACQUISITION - On August 22, 2022, the Company acquired Quality Aluminum Products (QAP), a manufacturer of aluminum and steel products, for a preliminary purchase consideration of $52.6 million[33] - QAP's results have been included in the Residential segment since the acquisition date[33] Preliminary Purchase Price Allocation for QAP (in thousands) | Asset Acquired | Fair Value | | :--- | :--- | | Cash | $1,018 | | Working capital | $24,279 | | Property, plant and equipment | $3,462 | | Acquired intangible assets | $20,000 | | Other assets | $404 | | Goodwill | $3,476 | | Fair value of purchase consideration | $52,639 | - The acquisition was primarily financed through borrowings under the Company's revolving credit facility[37] Acquisition-Related Costs (in thousands) | Category | Three Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2022 | | :--- | :--- | :--- | | Cost of sales | $476 | $476 | | Selling, general and administrative costs | $522 | $529 | | Total acquisition related costs | $998 | $1,005 | (7) GOODWILL AND RELATED INTANGIBLE ASSETS Goodwill by Segment (in thousands) | Segment | Balance at Dec 31, 2021 | Acquired Goodwill | Foreign Currency Translation | Balance at Sep 30, 2022 | | :--- | :--- | :--- | :--- | :--- | | Renewables | $188,680 | — | $(2,545) | $187,039 | | Residential | $205,452 | $3,476 | — | $208,928 | | Agtech | $85,132 | — | $(1,911) | $83,221 | | Infrastructure | $31,678 | — | — | $31,678 | | Total | $510,942 | $3,476 | $(4,456) | $510,866 | Acquired Intangible Assets (in thousands) | Category | Gross Carrying Amount (Sep 30, 2022) | Accumulated Amortization (Sep 30, 2022) | | :--- | :--- | :--- | | Indefinite-lived trademarks | $57,700 | — | | Finite-lived trademarks | $5,432 | $4,337 | | Unpatented technology | $34,117 | $21,456 | | Customer relationships | $117,429 | $43,914 | | Non-compete agreements | $2,368 | $1,965 | | Backlog | $6,852 | $6,852 | | Total acquired intangible assets | $223,898 | $78,524 | Acquired Intangible Asset Amortization Expense (in thousands) | Period | 2022 | 2021 | | :--- | :--- | :--- | | Three Months Ended September 30 | $2,801 | $4,646 | | Nine Months Ended September 30 | $8,718 | $14,125 | (8) LONG-TERM DEBT Long-Term Debt (in thousands) | Metric | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Revolving credit facility | $122,300 | $24,500 | | Less unamortized debt issuance costs | $(460) | $(719) | | Total debt | $121,840 | $23,781 | - The Senior Credit Agreement provides for a revolving credit facility and letters of credit totaling $400 million, with an option to increase to $700 million[43] - As of September 30, 2022, the Company was in compliance with all three financial covenants of the Senior Credit Agreement[43] - Availability under the revolving credit facility was $273.2 million at September 30, 2022, down from $369.3 million at December 31, 2021[46] (9) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Accumulated Other Comprehensive Income (Loss) (in thousands) | Component | Balance at Dec 31, 2021 | Change (9 months ended Sep 30, 2022) | Balance at Sep 30, 2022 | | :--- | :--- | :--- | :--- | | Foreign Currency Translation Adjustment | $1,640 | $(6,993) | $(5,353) | | Minimum Post Retirement Benefit Plan Adjustments | $(2,247) | $52 | $(2,195) | | Total Accumulated Other Comprehensive Income (Loss) | $187 | $(6,956) | $(6,769) | (10) EQUITY-BASED COMPENSATION - Stockholders approved an increase of 100,000 shares for issuance under the Non-Employee Directors Plan in May 2022[49] Equity-Based Awards Granted (Nine Months Ended September 30) | Award Type | 2022 Number of Awards | 2022 Weighted Average Grant Date Fair Value | 2021 Number of Awards | 2021 Weighted Average Grant Date Fair Value | | :--- | :--- | :--- | :--- | :--- | | Performance stock units | 108,464 | $47.00 | 62,778 | $87.84 | | Restricted stock units | 123,351 | $43.42 | 62,873 | $80.43 | | Deferred stock units | 2,460 | $42.69 | 7,536 | $83.58 | | Common shares | 15,652 | $42.49 | 2,512 | $83.58 | - Total Management Stock Purchase Plan (MSPP) liabilities decreased to $16.2 million as of September 30, 2022, from $22.6 million as of December 31, 2021[55] MSPP Restricted Stock Units and Payments (Nine Months Ended September 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Restricted stock units credited | 9,564 | 28,230 | | Share-based liabilities paid (in thousands) | $2,961 | $4,022 | (11) HELD FOR SALE AND DISCONTINUED OPERATIONS - The Company committed to a plan to sell its Processing business within the Agtech segment during Q1 2022, classifying it as 'held for sale'[57][59] Assets and Liabilities Held for Sale (September 30, 2022, in thousands) | Category | Amount | | :--- | :--- | | Assets held for sale: | | | Accounts receivable, net | $89 | | Inventories, net of reserves | $8,498 | | Other current assets | $1,609 | | Property, plant, and equipment, net | $331 | | Operating lease asset | $603 | | Acquired intangibles, net | $6,213 | | Total assets held for sale | $17,343 | | Liabilities held for sale: | | | Accounts payable | $803 | | Accrued expenses | $74 | | Non-current operating lease liabilities | $165 | | Total liabilities held for sale | $1,042 | Net Sales and Operating Loss for Held for Sale Operations (in thousands) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $2,326 | $3,825 | $6,897 | $16,062 | | Operating loss | $(481) | $(1,387) | $(4,115) | $(2,689) | - The Industrial business was sold on February 23, 2021, for net proceeds of $38 million, and its results are presented as discontinued operations[62] (12) EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS - Exit activity costs and asset impairment charges are incurred due to 80/20 simplification and portfolio management initiatives[65] Total Exit Activity Costs & Asset Impairments (in thousands) | Period | 2022 | 2021 | | :--- | :--- | :--- | | Three Months Ended September 30 | $211 | $544 | | Nine Months Ended September 30 | $4,217 | $7,945 | Exit Activity Costs and Asset Impairment Charges by Segment (Nine Months Ended September 30, 2022, in thousands) | Segment | Exit Activity Costs (recoveries), net | Asset Impairment Charges | Total | | :--- | :--- | :--- | :--- | | Renewables | $1,359 | $1,198 | $2,557 | | Residential | $1,298 | $12 | $1,310 | | Agtech | $103 | $217 | $320 | | Infrastructure | $(63) | — | $(63) | | Corporate | $93 | — | $93 | | Total | $2,790 | $1,427 | $4,217 | (13) INCOME TAXES Provision for Income Taxes and Effective Tax Rates (Continuing Operations) | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2022 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | :--- | :--- | | Provision for income taxes (in thousands) | $11,690 | $9,561 | $26,686 | $20,578 | | Effective tax rate | 25.4% | 25.6% | 25.2% | 24.1% | - Effective tax rates were greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences[68] (14) EARNINGS PER SHARE Earnings Per Share (Three Months Ended September 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Income from continuing operations (in thousands) | $34,295 | $27,854 | | Net income available to common stockholders (in thousands) | $34,295 | $27,556 | | Weighted average shares outstanding – Basic (in thousands) | 31,707 | 32,802 | | Weighted average shares outstanding – Diluted (in thousands) | 31,812 | 33,050 | Earnings Per Share (Nine Months Ended September 30) | Metric | 2022 | 2021 | | :--- | :--- | :--- | | Income from continuing operations (in thousands) | $79,058 | $64,723 | | Net income available to common stockholders (in thousands) | $79,058 | $66,267 | | Weighted average shares outstanding – Basic (in thousands) | 32,396 | 32,791 | | Weighted average shares outstanding – Diluted (in thousands) | 32,503 | 33,055 | (15) SEGMENT INFORMATION - The Company is organized into four reportable segments: Renewables, Residential, Agtech, and Infrastructure[70][71] Net Sales by Reportable Segment (Three Months Ended September 30, in thousands) | Segment | 2022 Net Sales | 2021 Net Sales | YoY Change (%) | | :--- | :--- | :--- | :--- | | Renewables | $111,119 | $130,162 | -14.7% | | Residential | $215,592 | $171,545 | +25.7% | | Agtech | $44,217 | $48,975 | -9.8% | | Infrastructure | $20,363 | $18,671 | +9.1% | | Total net sales | $391,291 | $369,353 | +5.9% | Income from Operations by Reportable Segment (Three Months Ended September 30, in thousands) | Segment | 2022 Income from Operations | 2022 Operating Margin | 2021 Income from Operations | 2021 Operating Margin | | :--- | :--- | :--- | :--- | :--- | | Renewables | $14,216 | 12.8% | $12,206 | 9.4% | | Residential | $35,802 | 16.6% | $29,482 | 17.2% | | Agtech | $3,777 | 8.5% | $2,227 | 4.5% | | Infrastructure | $2,572 | 12.6% | $1,640 | 8.8% | | Unallocated Corporate Expenses | $(8,971) | -2.3% | $(7,577) | -2.1% | | Total income from operations | $47,396 | 12.1% | $37,978 | 10.3% | Net Sales by Reportable Segment (Nine Months Ended September 30, in thousands) | Segment | 2022 Net Sales | 2021 Net Sales | YoY Change (%) | | :--- | :--- | :--- | :--- | | Renewables | $291,451 | $323,425 | -9.9% | | Residential | $595,322 | $475,971 | +25.1% | | Agtech | $130,325 | $149,410 | -12.8% | | Infrastructure | $59,007 | $56,528 | +4.4% | | Total net sales | $1,076,105 | $1,005,334 | +7.0% | Income from Operations by Reportable Segment (Nine Months Ended September 30, in thousands) | Segment | 2022 Income from Operations | 2022 Operating Margin | 2021 Income from Operations | 2021 Operating Margin | | :--- | :--- | :--- | :--- | :--- | | Renewables | $14,061 | 4.8% | $21,195 | 6.6% | | Residential | $104,901 | 17.6% | $79,571 | 16.7% | | Agtech | $5,350 | 4.1% | $4,133 | 2.8% | | Infrastructure | $6,640 | 11.3% | $7,863 | 13.9% | | Unallocated Corporate Expenses | $(22,222) | -2.1% | $(30,560) | -3.0% | | Total income from operations | $108,730 | 10.1% | $82,202 | 8.2% | Total Assets by Reportable Segment (in thousands) | Segment | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Renewables | $419,214 | $445,486 | | Residential | $581,167 | $453,469 | | Agtech | $219,800 | $212,038 | | Infrastructure | $84,626 | $82,662 | | Unallocated corporate assets | $21,456 | $21,246 | | Total assets | $1,326,263 | $1,214,901 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's analysis of financial condition, operational results, and liquidity Forward-Looking Statements - The report contains forward-looking statements that express opinions or projections regarding future events or results[73] - Forward-looking statements involve risks and uncertainties and are not guarantees of future performance; actual results may differ materially[73] - The Company undertakes no obligation to update these statements to reflect future events or developments[73] Operating Performance Measures - Consolidated gross margin is defined as a percentage of total consolidated gross profit to total consolidated net sales[74] - Operating margin by segment is defined as a percentage of total income from operations by segment to total net sales by segment[74] - Consolidated operating margin is defined as a percentage of total consolidated income from operations to total consolidated net sales[74] Overview - Gibraltar Industries, Inc is a leading manufacturer and provider of products for the renewable energy, residential, agtech, and infrastructure markets[75] - The Company operates in four reportable segments: Renewables, Residential, Agtech, and Infrastructure[76] - As of September 30, 2022, the Company operated 36 facilities across 15 states, Canada, China, and Japan[76] Recent Trends - The Company continues to be impacted by material cost inflation, labor availability issues, and logistics cost increases[77] - U.S. Department of Commerce investigations and the Uyghur Forced Labor Prevention Act (UFLPA) are impacting solar panel supply and project timing[78] - The Inflation Reduction Act (IRA) is expected to offer long-term industry certainty for renewable energy through tax credits[79] Business Strategy - The Company's mission is to create compounding and sustainable value for stockholders by holding strong leadership positions in higher growth markets[80] - The strategy is built on three core pillars: Business System, Portfolio Management, and Organization Development[80][81][82] - The strategy aims to enable timely responses to market changes, manage input costs, improve margins, and generate cash for growth and returns[82] Recent Developments - On August 22, 2022, the Company acquired Quality Aluminum Products (QAP) for $52.6 million, integrating it into the Residential segment[83] - In May 2022, the Board authorized a $200 million share repurchase program, under which $55.5 million of shares were repurchased by September 30, 2022[84] - The processing equipment business within the Agtech segment was classified as held for sale in Q1 2022[85] Results of Operations Three Months Ended September 30, 2022 Compared to the Three Months Ended September 30, 2021 - Consolidated net sales increased by 5.9% to $391.3 million, driven by 3.2% organic growth and a 3.1% contribution from the QAP acquisition[88] - Consolidated gross margin improved to 24.2% from 22.5%, primarily due to favorable price/cost management and improved operating execution[93] - Income from operations increased to $47.4 million (12.1% margin) from $38.0 million (10.3% margin)[88][95] - Renewables net sales decreased 14.7% due to regulatory delays, but operating margin increased to 12.8% from 9.4%[89][96] - Residential net sales increased 25.7%, with QAP contributing $11.5 million; operating margin slightly decreased to 16.6% from 17.2%[90][97] - Agtech net sales decreased 9.8% (excluding held-for-sale business), but operating margin improved to 8.5% from 4.5%[91][98] - Infrastructure net sales increased 9.1%; operating margin improved to 12.6% from 8.8% due to favorable cost alignment[92][99] Nine Months Ended September 30, 2022 Compared to the Nine Months Ended September 30, 2021 - Consolidated net sales increased by 7.0% to $1.1 billion, driven by 6.8% organic growth and a 1.1% contribution from the QAP acquisition[105] - Consolidated gross margin increased to 23.2% from 22.3%, due to favorable price/cost management and lean initiatives[111] - Income from operations increased to $108.7 million (10.1% margin) from $82.2 million (8.2% margin)[105][113] - Renewables net sales decreased 9.9% due to regulatory delays; operating margin decreased to 4.8% from 6.6%[106][114] - Residential net sales increased 25.1%; operating margin increased to 17.6% from 16.7% due to favorable price/cost management[108][116] - Agtech net sales decreased 12.8% (excluding held-for-sale business); operating margin improved to 4.1% from 2.8%[109][117] - Infrastructure net sales increased 4.4%; operating margin declined to 11.3% from 13.9% due to steel inflation on fixed-price contracts[110][118] Liquidity and Capital Resources Liquidity Position Liquidity Position (in thousands) | Metric | September 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $21,919 | $12,849 | | Availability on revolving credit facility | $273,205 | $369,305 | | Total liquidity | $295,124 | $382,154 | Sources of Liquidity - Primary liquidity sources are cash on hand and available borrowing capacity under the Senior Credit Agreement[124] - These sources are believed to be sufficient to fund future requirements[124] - Foreign subsidiaries held $15.7 million in cash as of September 30, 2022[125] Uses of Cash / Cash Requirements - Short-term cash requirements include payables, benefits, leases, interest, debt, and capital expenditures[127] - Principal capital requirements are to fund working capital, capital improvements, acquisitions, and stock repurchases[127] - The $52.6 million acquisition of QAP was primarily financed through borrowings on the revolving credit facility[130] - The Company has a $200 million share repurchase program, with $55.5 million repurchased by September 30, 2022[128] - The remaining $2.5 million of deferred Social Security tax from the CARES Act will be repaid by the end of 2022[129] Cash Flows Selected Cash Flow Data (Nine Months Ended September 30, in thousands) | Category | 2022 | 2021 | | :--- | :--- | :--- | | Operating activities of continuing operations | $38,561 | $(14,523) | | Investing activities of continuing operations | $(67,325) | $28,954 | | Financing activities of continuing operations | $39,675 | $(30,276) | | Discontinued operations | — | $(2,178) | | Effect of foreign exchange rate changes | $(1,841) | $(97) | | Net increase (decrease) in cash and cash equivalents | $9,070 | $(18,120) | - Net cash from operating activities of continuing operations significantly improved to $38.6 million in 2022 from $(14.5) million used in 2021[134][135] - Net cash used in investing activities was $67.3 million in 2022, primarily due to the $51.6 million QAP acquisition and capital expenditures[136][137] - Net cash from financing activities was $39.7 million in 2022, driven by debt proceeds offset by debt payments and stock repurchases[138][139] Critical Accounting Estimates - There have been no material changes to the Company's critical accounting estimates from those disclosed in the 2021 Annual Report[140] Recent Accounting Pronouncements - Refer to Note 2 to the Company's consolidated financial statements for further information on recent accounting pronouncements[141] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section outlines the Company's exposure to various market risks, with no material changes since year-end 2021 - The Company is exposed to market risk factors such as economic conditions, competition, interest rates, foreign exchange rates, and raw materials pricing[142] - There have been no material changes in the market risk information provided since December 31, 2021[142] Item 4. Controls and Procedures This section confirms the effectiveness of disclosure controls and reports changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures - The CEO and CFO concluded that disclosure controls and procedures were effective as of September 30, 2022[143] Changes in Internal Control over Financial Reporting - A new ERP system was implemented for one operating unit in the Renewables segment[144] - The acquisition of Quality Aluminum Products (QAP) will be excluded from management's annual report on internal control for 2022[144] - Except for the ERP implementation and QAP acquisition, there have been no other material changes in internal control over financial reporting[145] PART II. OTHER INFORMATION Item 1. Legal Proceedings The Company reports no current material pending litigation or material legal proceedings resolved during the quarter - The Company is subject to litigation in the ordinary course of business, but there is no current material pending litigation[146] - No material legal proceedings were resolved during the three months ended September 30, 2022[146] Item 1A. Risk Factors This section highlights new or updated risks related to macroeconomic factors and trade policies impacting the solar industry - Macroeconomic factors, including inflation and trade policies, may adversely affect the Company's business and profitability[148] - Antidumping duties, the USDOC investigation, and the UFLPA could impact solar panel supply and demand for the Company's products[149] - There are no other material changes from the risk factors previously disclosed in the 2021 Annual Report and Q1 2022 Form 10-Q[147] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section details the Company's share repurchase activity under its authorized $200 million program - The Board of Directors authorized a share repurchase program of up to $200 million in May 2022, ending May 2, 2025[150] Issuer Purchases of Equity Securities (Quarter Ended September 30, 2022) | Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Program | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program | | :--- | :--- | :--- | :--- | :--- | | September 1 - 30, 2022 | 138,528 | $40.00 | 138,528 | $144,459,470 | | Total | 138,528 | $40.00 | 138,528 | | - The Company did not sell any unregistered equity securities during the period covered by this report[152] Item 3. Defaults Upon Senior Securities This item is not applicable to the Company for the reporting period - This item is not applicable[154] Item 4. Mine Safety Disclosures This item is not applicable to the Company for the reporting period - This item is not applicable[154] Item 5. Other Information This item is not applicable to the Company for the reporting period - This item is not applicable[153] Item 6. Exhibits This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q - Exhibits include corporate organizational documents, certifications, and various Inline XBRL documents[155] SIGNATURES This section contains the required signatures of the Company's authorized officers certifying the report - The report is signed by the Chairman, President and CEO and the Senior Vice President and CFO on November 3, 2022[158]