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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 3, 2004
________________
GIBRALTAR STEEL CORPORATION
____________________________________________________
(Exact name of registrant as specified in its chapter)
Delaware 0-22462 16-1445150
___________________________ ___________ __________________
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
______________________________________ __________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 826-6500
__________________________________________________________
(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. No financial statements
are required to be filed under applicable rules.
(b) Pro Forma Financial Information. No pro forma financial information is
required under applicable rules.
(c) Exhibits.
99.1 Press Release of the Company dated February 3, 2004.
Item 9. Regulation FD Disclosure
The following information is being provided under Item 12:
On February 3, 2004, Gibraltar Steel Corporation issued a press release
announcing operating results for the fourth quarter and year ended December 31,
2003.
The information contained in the press release dated February 3, 2004, is
incorporated herein by reference and attached as exhibit 99.1 herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 3, 2004 GIBRALTAR STEEL CORPORATION
/S/ John E. Flint
____________________________________
Name: John E. Flint
Title: Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release of the Company dated February 3, 2004
Exhibit 99.1
Gibraltar Reports Record Sales and Earnings in 2003;
Sales Increased 18 % to $758 Million,
Net Income Grew by 13% to $27 Million
BUFFALO, N.Y.--(BUSINESS WIRE)--Feb. 3, 2004--Gibraltar (Nasdaq:
ROCK) today reported record sales and earnings for the quarter and
year ended December 31, 2003. The Company also said that the steps it
took in 2003 to grow every part of its business and the successful
completion of its stock offering put it in an excellent position to
continue its sales and earnings growth.
Sales of $185 million in the fourth quarter of 2003 were a
fourth-quarter record, and increased by approximately $29 million, or
19 percent, from $156 million in the fourth quarter of 2002. Best-ever
annual sales of $758 million in 2003 increased by approximately $113
million, or 18 percent, from $645 million in 2002.
Net income of $5.8 million in the quarter ended December 31, 2003,
was a fourth-quarter record, and increased by approximately 24 percent
from $4.7 million in the fourth quarter of 2002. In 2003, full-year
net income of $27.0 million was the highest in the Company's history,
and increased by approximately 13 percent compared to $23.9 million in
2002.
Earnings per share in the fourth quarter of 2003 were $.35, an
increase of 21 percent compared to $.29 per share in the fourth
quarter of 2002, on approximately 3 percent more weighted average
shares outstanding as a result of Gibraltar's successful completion of
its secondary stock offering of 3,000,000 shares in December 2003. In
2003, earnings per share increased to $1.66, from $1.54 in 2002, on
approximately 5 percent more weighted average shares outstanding as a
result of Gibraltar's secondary stock offerings in March 2002 and
December 2003.
"In 2003, we generated record sales and earnings, successfully
completed our largest stock offering, and took steps that will help us
produce strong and sustained growth in our business in the future, in
spite of an economy that - even though it gained strength as the year
progressed - operated well below peak levels," said Brian J. Lipke,
Gibraltar's Chairman and Chief Executive Officer.
"The immediately accretive acquisition of two building products
companies (Construction Metals on April 1 and Air Vent on May 1)
broadened our geographic reach, solidified our product offering, and
added approximately $100 million to our annual sales. We strengthened
our processed steel products operations through our recently announced
joint venture with Duferco Farrell, through which we acquired a 50
percent interest in their Strip Steel Division (which had 2003 sales
of approximately $55 million), putting us in a partnership with a
recognized leader in the international steel industry. And our
heat-treating operations finalized agreements with two major
automotive customers, which we believe will result in approximately
$75 million in new business over the next seven years," said Mr.
Lipke.
"In December 2003, our common stock offering generated net
proceeds of approximately $70 million, and reduced our year-end net
debt-to-capitalization ratio to 35 percent (compared to approximately
51 percent at June 30, 2003, following the second-quarter acquisitions
of CMI and Air Vent). Additionally, in January 2004, the exercise by
the underwriters of their over-allotment added 214,625 shares (and
approximately $5 million) to the offering. This gives us increased
resources and the financial flexibility to enhance our strategic
growth and profitability. With approximately 4.5 million additional
shares in the public float, and many new investors, it also
significantly improved our stock's liquidity.
"We appreciate the confidence expressed by so many new and
existing shareholders, which we believe is a testament to our
performance during our first decade as a public company, as we
generated record sales and earnings in eight of the last ten years,
and our sales grew at a compound annual growth rate (CAGR) of 16
percent, while our net income grew at a 14 percent CAGR. These results
clearly established Gibraltar as a top performer in its peer group
during that period.
"The many steps we've taken over the past ten years to make
Gibraltar stronger, not just bigger, have extended our reach into many
of North America's fastest-growing geographic and steel-consuming
markets, broadened and diversified our customer base and business mix,
and continued to move more of our business into higher-margin areas
like heat treating and building products.
"We now sell more than 5,000 manufactured end products. We believe
we are North America's largest manufacturer of both ventilation
products and mailboxes, and a leader in a number of other product
categories (including structural connectors and metal roofing). The
sale of these products - which now accounts for approximately 56
percent our revenues - has helped us drive our margins higher, and
stabilize them across a variety of operating environments. As a result
of the strategic growth in this part of our company, we now have the
'critical mass,' the national manufacturing, marketing, and
distribution capabilities to accelerate the growth of our building
products business.
"Our ongoing efforts to control and cut costs, and our focus on
asset management, also continue to serve us well. We remain committed
to driving our gross and operating margins higher, and we are
continuing our efforts to generate improvements in our returns on
invested capital, assets, and equity," said Mr. Lipke.
Looking ahead, Mr. Lipke said that Gibraltar expects to continue
its positive year-over-year quarterly sales and earnings comparisons
in the first quarter. Barring a significant change in business
conditions, the Company expects its first-quarter earnings per share
will be in the range of $.32 to $.35, compared to $.30 in the first
quarter of 2003, on approximately 20 percent more weighted average
shares outstanding (19.5 million versus 16.2 million) as a result of
its recent stock offering.
"We continue to be optimistic as we look out at 2004, even if the
economy stays flat, due to the many growth initiatives we have in
place, most recently our January 1 acquisition of Renown Specialties
Company (which is a leading Canadian manufacturer and distributor of
construction hardware). As the economy continues to get stronger, it
will accelerate our progress," said Mr. Lipke.
Gibraltar is one of North America's leading metal processors, a
manufacturer of more than 5,000 steel, other metal, and plastic
products, and North America's second-largest commercial heat treater.
The Company serves approximately 10,000 customers in a variety of
industries in all 50 states, Canada, and Mexico. It has approximately
3,800 employees and operates 69 facilities in 26 states, Canada, and
Mexico.
Information contained in this release, other than historical
information, should be considered forward-looking, and may be subject
to a number of risk factors, including: the impact of changing steel
prices on the Company's results of operations; changing demand for the
Company's products; risks associated with the integration of
acquisitions; and changes in interest or tax rates.
Gibraltar will review its fourth-quarter results and discuss its
outlook for 2004 during its quarterly conference call, which will be
held at 2 p.m. Eastern Time on February 4. Details of the call can be
found on Gibraltar's Web site, at www.gibraltar1.com.
Gibraltar's news releases, along with comprehensive information
about the Company, are available on the Internet, at
www.gibraltar1.com.
GIBRALTAR STEEL CORPORATION
Financial Highlights
(in thousands, except per share data)
Three Months Ended
December 31, 2003 December 31, 2002
------------------- ------------------
(unaudited) (unaudited)
Net Sales $ 185,290 $ 155,721
Net Income $ 5,820 $ 4,703
Net Income Per Share-Basic $ .35 $ .29
Weighted Average Shares
Outstanding-Basic 16,476 15,996
Net Income Per Share-Diluted $ .35 $ .29
Weighted Average Shares
Outstanding-Diluted 16,662 16,202
Twelve Months Ended
December 31, 2003 December 31, 2002
------------------- ------------------
Net Sales $ 758,261 $ 645,114
Net Income $ 26,953 $ 23,854
Net Income Per Share-Basic $ 1.67 $ 1.56
Weighted Average Shares
Outstanding-Basic 16,095 15,280
Net Income Per Share-Diluted $ 1.66 $ 1.54
Weighted Average Shares
Outstanding-Diluted 16,258 15,519
GIBRALTAR STEEL CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands)
December 31,
2003 2002
---------- ----------
Assets
- ------
Current assets:
Cash and cash equivalents $ 29,019 $ 3,662
Accounts receivable 102,591 85,746
Inventories 107,531 106,155
Other current assets 10,309 7,431
---------- ----------
Total current assets 249,450 202,994
Property, plant and equipment, net 250,029 231,526
Goodwill 267,157 133,452
Investments in partnerships 5,044 3,852
Other assets 6,063 4,744
---------- ----------
$ 777,743 $ 576,568
========== ==========
Liabilities and Shareholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable $ 49,879 $ 42,074
Accrued expenses 29,029 22,050
Current maturities of long-term debt 19,848 624
---------- ----------
Total current liabilities 98,756 64,748
Long-term debt 222,402 166,308
Deferred income taxes 55,982 44,656
Other non-current liabilities 6,422 7,739
Shareholders' equity:
Preferred stock - -
Common stock 193 160
Additional paid-in capital 199,206 124,825
Retained earnings 196,138 172,147
Unearned compensation (818) (1,086)
Accumulated other comprehensive loss (538) (2,929)
---------- ----------
394,181 293,117
Less treasury stock - -
---------- ----------
Total shareholders' equity 394,181 293,117
---------- ----------
$ 777,743 $ 576,568
========== ==========
GIBRALTAR STEEL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Three Months Ended Twelve Months Ended
December 31, December 31,
2003 2002 2003 2002
---------- ---------- ---------- ----------
(unaudited)
Net sales $ 185,290 $ 155,721 $ 758,261 $ 645,114
Cost of sales 150,029 125,686 610,147 517,825
---------- ---------- ---------- ----------
Gross profit 35,261 30,035 148,114 127,289
Selling, general and
administrative expense 21,918 19,770 89,312 77,129
---------- ---------- ---------- ----------
Income from operations 13,343 10,265 58,802 50,160
Interest expense 4,014 2,695 14,252 10,403
---------- ---------- ---------- ----------
Income before taxes 9,329 7,570 44,550 39,757
Provision for income
taxes 3,509 2,867 17,597 15,903
---------- ---------- ---------- ----------
Net income $ 5,820 $ 4,703 $ 26,953 $ 23,854
========== ========== ========== ==========
Net income per share -
Basic $ 0.35 $ 0.29 $ 1.67 $ 1.56
========== ========== ========== ==========
Weighted average shares
outstanding - Basic 16,476 15,996 16,095 15,280
========== ========== ========== ==========
Net income per share -
Diluted $ 0.35 $ 0.29 $ 1.66 $ 1.54
========== ========== ========== ==========
Weighted average shares
outstanding - Diluted 16,662 16,202 16,258 15,519
========== ========== ========== ==========
GIBRALTAR STEEL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year Ended December 31,
2003 2002
---------- ----------
Cash flows from operating activities
- ------------------------------------
Net income $ 26,953 $ 23,854
Adjustment to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 22,448 20,481
Provision for deferred income taxes 6,502 5,800
Undistributed equity investment income 316 340
Tax benefit from exercise of stock options 949 349
Unearned compensation 212 258
Other non-cash adjustments 172 9
Increase (decrease) in cash resulting from
changes in (net of acquisitions):
Accounts receivable (2,880) (7,204)
Inventories 11,056 (30,308)
Other current assets (2,108) (1,883)
Accounts payable and accrued expenses 1,047 3,468
Other assets (4) (2,959)
---------- ----------
Net cash provided by operating activities 64,663 12,205
---------- ----------
Cash flows from investing activities
- ------------------------------------
Acquisitions, net of cash acquired (84,243) (8,847)
Purchase of equity investment (7,797) -
Purchases of property, plant and equipment (22,571) (15,995)
Net proceeds from sale of property and equipment 436 2,118
---------- ----------
Net cash used in investing activities (114,175) (22,724)
---------- ----------
Cash flows from financing activities
- ------------------------------------
Long-term debt reduction (118,100) (129,945)
Proceeds from long-term debt 122,144 84,571
Net proceeds from issuance of common stock 73,558 53,674
Payment of dividends (2,733) (2,269)
---------- ----------
Net cash provided by financing activities 74,869 6,031
---------- ----------
Net increase (decrease) in cash and cash
equivalents 25,357 (4,488)
Cash and cash equivalents at beginning of year 3,662 8,150
---------- ----------
Cash and cash equivalents at end of year $ 29,019 $ 3,662
========== ==========
GIBRALTAR STEEL CORPORATION
Segment Information
(in thousands)
Three Months Ended December 31,
-------------------------------
Increase(Decrease)
2003 2002 $ %
---------- ---------- ---------- ----------
(unaudited) (unaudited)
Net Sales
Processed steel
products $ 65,141 $ 68,687 $ (3,546) (5.2)%
Building products 96,712 66,596 30,116 45.2%
Heat treating 23,437 20,438 2,999 14.7%
Total Sales $ 185,290 $ 155,721 $ 29,569 19.0%
Income (loss) from
Operations
Processed steel
products $ 6,477 $ 8,185 $ (1,708) (20.9)%
Building products 8,206 3,292 4,914 149.3%
Heat treating 2,392 2,210 182 8.2%
Corporate (3,732) (3,422) (310) (9.1)%
Total Operating Income $ 13,343 $ 10,265 $ 3,078 30.0%
Operating Margin
Processed steel
products 9.9% 11.9%
Building products 8.5% 4.9%
Heat treating 10.2% 10.8%
Twelve Months Ended December 31,
--------------------------------
Increase(Decrease)
2003 2002 $ %
---------- ---------- ---------- ---------
Net Sales
Processed steel
products $ 268,512 $ 272,796 $ (4,284) (1.6)%
Building products 400,412 292,161 108,251 37.1%
Heat treating 89,337 80,157 9,180 11.5%
Total Sales $ 758,261 $ 645,114 $ 113,147 17.5%
Income (loss) from
Operations
Processed steel
products $ 25,899 $ 32,843 $ (6,944) (21.1)%
Building products 40,142 21,338 18,804 88.1%
Heat treating 9,387 9,904 (517) (5.2)%
Corporate (16,626) (13,925) (2,701) (19.4)%
Total Operating Income $ 58,802 $ 50,160 $ 8,642 17.2%
Operating Margin
Processed steel
products 9.6% 12.0%
Building products 10.0% 7.3%
Heat treating 10.5% 12.4%
CONTACT: Gibraltar
Kenneth P. Houseknecht, Director of Investor Relations
716-826-6500
khouseknecht@gibraltar1.com.