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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) April 26, 2004
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GIBRALTAR STEEL CORPORATION
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(Exact name of registrant as specified in its chapter)
Delaware 0-22462 16-1445150
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 826-6500
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(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 April 26, 2004.
Item 9. Regulation FD Disclosure
The following information is being provided under Item 12:
On April 26, 2004, Gibraltar Steel Corporation issued a press release announcing
operating results for the first quarter ended March 31, 2004.
The information contained in the press release dated April 26, 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: April 26, 2004 GIBRALTAR STEEL CORPORATION
/S/ David W. Kay
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Name: David W. Kay
Title: Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release of the Company dated April 26, 2004
Exhibit 99.1
Gibraltar Reports Best-Ever Quarterly Sales and Earnings;
First-Quarter Sales of $212 Million Up 31 %,
Net Income Grew by 91 % to $9.3 Million
BUFFALO, N.Y.--(BUSINESS WIRE)--April 26, 2004--Gibraltar (Nasdaq:
ROCK) today reported its highest-ever quarterly sales and earnings for
the quarter ended March 31, 2004. As it had previously disclosed on
April 15, the Company said that while the recent surge in steel
pricing had a positive impact on its first-quarter performance, the
faster-than-anticipated ramp-up of the national sales and marketing
effort in its building products operations, combined with a continuing
focus on operational improvements and a strengthening economy, all
contributed to the stronger-than-expected results.
Sales of $212 million in the first quarter of 2004 were a
quarterly record, increasing by approximately 31 percent from $161
million in the first quarter of 2003. Net income of $9.3 million in
the quarter ended March 31, 2004, was also a quarterly record, and
increased by approximately 91 percent from $4.9 million in the first
quarter of 2003.
Earnings per share in the first quarter of 2004 were $.48, at the
upper end of the range Gibraltar provided on April 15, and increased
by approximately 60 percent compared to $.30 per share in the first
quarter of 2003, on approximately 21 percent more weighted average
shares outstanding which resulted from Gibraltar's successful
completion of its approximately 3.2 million-share secondary stock
offering.
"We had our best-ever quarterly sales and earnings in the first
quarter, as most of our segments generated double-digit sales growth,
as well as significant improvements in operating income. The many
steps we have taken to strategically strengthen and reposition
Gibraltar - including our 2003 acquisitions of Construction Metals
(April 1) and Air Vent (May 1), our newly formed joint venture with
Duferco Farrell, and our new heat-treating agreements with major
automotive customers - put us in a position where we were able to
produce a first-quarter performance that significantly exceeded our
expectations and set us on a course that is leading towards generating
record results in 2004," said Brian J. Lipke, Gibraltar's Chairman and
Chief Executive Officer.
"As we look at our portfolio of businesses, we had exceptionally
strong performances in a number of targeted high-growth areas,
including structural connectors, ventilation products, and
metal-joining and assembly services, to name a few. These are among
our historically best-performing businesses, with the highest margins
and profitability," said Mr. Lipke.
"While we have begun this year with excellent momentum, we
continue to have a number of initiatives underway and others in the
planning stages that should lead to continuing improvements in our
performance.
"We are also continuing our efforts to increase sales through the
utilization of existing capacity in our company and enhancing the
profitability of our existing operations through the development of
improved operating synergies, complemented by strategic acquisitions,
joint ventures, and other business partnerships that strengthen our
company.
"In the first three months of 2004, we have made Gibraltar a much
stronger company with the addition of Bob Sadler (Chairman of M&T Bank
and Executive Vice President of M&T Bank Corporation, NYSE: MTB) to
our board, Dave Kay joining our management team as Chief Financial
Officer, the acquisitions of Renown and Covert (both of which
strengthened our position as the second-largest manufacturer of
structural connectors in North America), and a series of continuing
initiatives to streamline and integrate the operations in every part
of our company," said Mr. Lipke.
As we move into the seasonally strongest periods for our business
(the second and third quarters), we will continue to benefit from all
of our growth initiatives, even though the second-quarter growth, on a
comparative basis, is expected to occur at a more moderate pace than
the first quarter.
Looking ahead, Mr. Lipke said that, barring a significant change
in business conditions, Gibraltar expects its second-quarter earnings
per share will be in the range of $.56 to $.61, compared to $.51 in
the second quarter of 2003, on approximately 21 percent more weighted
average shares outstanding (19.6 million versus 16.1 million).
"We have now generated quarter-over-quarter improvements in both
sales and earnings for nine consecutive quarters, and we believe we
are well positioned to build on this record of consistent and steadily
improving performance in the second quarter. We are clearly focused on
generating consistent improvements to our sales, earnings, margins,
and returns on sales and investment," said Mr. Lipke.
Gibraltar is a manufacturer and distributor of more than 5,000
residential and commercial building products, one of North America's
leading metal processors, 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 3,600 employees and operates 70
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 first-quarter results and discuss its
outlook for the second quarter during its quarterly conference call,
which will be held at 11 a.m. Eastern Time (please note new time) on
April 27. Details of the call can be found on Gibraltar's Web site, at
www.gibraltar1.com.
CONTACT: Kenneth P. Houseknecht, Vice President of Communications
and Investor Relations, at 716/826-6500, khouseknecht@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
March 31, 2004 March 31, 2003
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Net Sales $ 211,995 $ 161,532
Net Income $ 9,345 $ 4,904
Net Income Per Share-Basic $ .48 $ .31
Weighted Average Shares Outstanding-
Basic 19,423 15,988
Net Income Per Share-Diluted $ .48 $ .30
Weighted Average Shares Outstanding-
Diluted 19,572 16,151
GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31, December 31,
2004 2003
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(unaudited) (audited)
Assets
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Current assets:
Cash and cash equivalents $ 5,424 $ 29,019
Accounts receivable 135,297 102,591
Inventories 112,533 107,531
Other current assets 11,887 10,309
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Total current assets 265,141 249,450
Property, plant and equipment, net 250,349 250,029
Goodwill 270,917 267,157
Investments in partnerships 5,568 5,044
Other assets 6,710 6,063
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$ 798,685 $ 777,743
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Liabilities and Shareholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable $ 58,791 $ 49,879
Accrued expenses 30,829 29,029
Current maturities of long-term debt 18,348 19,848
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Total current liabilities 107,968 98,756
Long-term debt 217,395 222,402
Deferred income taxes 57,799 55,982
Other non-current liabilities 6,086 6,422
Shareholders' equity:
Preferred stock, $.01 par value;
authorized: 10,000,000 shares; none
outstanding - -
Common stock, $.01 par value; authorized
50,000,000 shares; issued 19,591,683
and 19,274,069 shares in 2004 and 2003,
respectively 196 193
Additional paid-in capital 205,737 199,206
Retained earnings 204,602 196,138
Unearned compensation (687) (818)
Accumulated other comprehensive loss (411) (538)
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409,437 394,181
Less: cost of 27,000 and 19,000 common
shares held in treasury in 2004 and 2003,
respectively - -
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Total shareholders' equity 409,437 394,181
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$ 798,685 $ 777,743
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GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Three Months Ended
March 31,
2004 2003
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(unaudited) (unaudited)
Net sales $ 211,995 $ 161,532
Cost of sales 169,235 132,457
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Gross profit 42,760 29,075
Selling, general and administrative
expense 24,551 18,433
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Income from operations 18,209 10,642
Other (income) expense:
Equity in partnerships' income (540) (71)
Interest expense 3,303 2,540
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Total other expense 2,763 2,469
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Income before taxes 15,446 8,173
Provision for income taxes 6,101 3,269
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Net income $ 9,345 $ 4,904
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Net income per share - Basic $ .48 $ .31
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Weighted average shares outstanding -
Basic 19,423 15,988
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Net income per share - Diluted $ .48 $ .30
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Weighted average shares outstanding -
Diluted 19,572 16,151
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GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Three Months Ended
March 31,
2004 2003
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(unaudited) (unaudited)
Cash flows from operating activities
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Net income $ 9,345 $ 4,904
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 5,959 5,295
Provision for deferred income taxes 1,113 773
Equity in partnerships' income (540) (71)
Distributions from partnerships 16 21
Unearned compensation, net of restricted
stock forfeitures 7 78
Other noncash adjustments (27) 89
Increase (decrease) in cash resulting from
changes in (net of acquisitions):
Accounts receivable (31,264) (9,722)
Inventories (3,348) (7,310)
Other current assets (938) (2,503)
Accounts payable and accrued expenses 9,926 (1,904)
Other assets (397) 39
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Net cash used in operating activities (10,148) (10,311)
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Cash flows from investing activities
- ------------------------------------
Acquisitions, net of cash acquired (7,135) -
Purchases of property, plant and equipment (5,456) (4,843)
Net proceeds from sale of property and
equipment 296 225
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Net cash used in investing activities (12,295) (4,618)
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Cash flows from financing activities
- ------------------------------------
Long-term debt reduction (9,659) (2,047)
Proceeds from long-term debt 2,656 18,312
Net proceeds from issuance of common stock 6,720 259
Payment of dividends (869) (640)
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Net cash (used in) provided by
financing activities (1,152) 15,884
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Net (decrease) increase in cash and
cash equivalents (23,595) 955
Cash and cash equivalents at beginning of
year 29,019 3,662
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Cash and cash equivalents at end of
period $ 5,424 $ 4,617
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GIBRALTAR STEEL CORPORATION
Segment Information
(in thousands)
Three Months Ended March 31,
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Increase (Decrease)
2004 2003 $ %
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(unaudited) (unaudited)
Net Sales
Processed steel $ 77,166 $ 71,203 $ 5,963 8.4%
Building products 109,323 68,295 41,028 60.1%
Heat treating 25,506 22,034 3,472 15.8%
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Total Sales 211,995 161,532 50,463 31.2%
Income from Operations
Processed steel $ 8,027 $ 8,282 $ (255) -3.1%
Building products 10,791 2,530 8,261 326.5%
Heat treating 3,948 2,963 985 33.2%
Corporate (4,557) (3,133) (1,424) -45.5%
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Total Operating Income 18,209 10,642 7,567 71.1%
Operating Margin
Processed steel 10.4% 11.6%
Building products 9.9% 3.7%
Heat treating 15.5% 13.4%
CONTACT: Gibraltar
Kenneth P. Houseknecht, 716-826-6500
khouseknecht@gibraltar1.com.