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 25, 2005
- -----------------------
GIBRALTAR INDUSTRIES, INC.
- ------------------------------------------------------
(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
- ----------------------
GIBRALTAR STEEL
CORPORATION
- ------------------------------------------------------------------
(Former name or
former address, if changed since last report)
Item 7.01. Regulation FD Disclosure.
The registrant released the following press release on April 25, 2005:
Exhibit 99.1 is incorporated by reference under this Item 7.01
(c) Exhibits.
99.1 Text of Press Release
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 25, 2004 GIBRALTAR STEEL CORPORATION
/S/ David W.
Kay
Name: David W.
Kay
Title: Chief
Financial Officer
EXHIBIT INDEX
99.1 Text of Press Release
For Immediate
Release
April 25, 2005
GIBRALTAR
REPORTS FIRST-QUARTER SALES AND EARNINGS
First-Quarter Sales of $274 Million Up 34 %, Earnings Per Share Grew by 13% to
$.36
BUFFALO, NEW YORK (April 25, 2005) - Gibraltar Industries, Inc. (Nasdaq: ROCK) today reported record sales and earnings for the quarter ended March 31, 2005.
Sales from continuing operations in the first quarter of 2005 were $274 million, an increase of approximately 34 percent from $205 million in the first quarter of 2004. Net income from continuing operations of $10.6 million in the quarter ended March 31, 2005 increased by approximately 15 percent from $9.3 million in the first quarter of 2004.
Earnings per share from continuing operations in the first quarter of 2005 were $.36, at the upper end of the range Gibraltar provided on February 14, and increased by approximately 13 percent compared to $.32 per share in the first quarter of 2004.
As a result of the sale of the Company's Milcor subsidiary on January 27, 2005, the results of operations for Milcor have been reclassified as discontinued operations in the Company's income statements for all periods.
"We were able to generate strong first-quarter sales and earnings with sequential improvement in our margins from the fourth quarter to the first quarter and expect to have a continuation of that trend in the second quarter as we move into the seasonally strongest time for our business," said Brian J. Lipke, Gibraltar's Chairman and Chief Executive Officer.
"While Gibraltar will continue to pursue opportunities to strategically grow and strengthen its business - of both our existing operations and via acquisitions, joint ventures, and strategic alliances - we are simultaneously intensifying our focus on improving our operational performance, including consolidating our supply chain function, improving our distribution and logistics, and moving to shared services with a number of functions," said Mr. Lipke.
Looking ahead, Mr. Lipke said that, barring a significant change in business conditions, Gibraltar expects its second-quarter earnings per share from continuing operations will be in the range of $.54 to $.57, compared to $.52 in the second quarter of 2004.
Gibraltar Industries is a leading manufacturer, processor, and distributor of metals and other engineered materials for the building products, vehicular, and other industrial markets. The Company serves a large number of customers in a variety of industries in all 50 states, Canada, Mexico, Europe, Asia, and Central and South America. It has approximately 3,600 employees and operates 73 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: general economic conditions, the impact of the availability and the effects of changing raw material prices on the Company's results of operations; the ability to pass through cost increases to customers; changing demand for the Company's products and services; 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 1 p.m. Eastern Time on April 26. 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, ext. 3229, or khouseknecht@gibraltar1.com.
Gibraltar's news releases, along with comprehensive information about the Company, are available on the Internet, at www.gibraltar1.com.
|
GIBRALTAR INDUSTRIES, INC. Financial Highlights
|
|||||
|
|
Three Months Ended |
||||
| March 31, 2005 | March 31, 2004 | ||||
| Net sales | $ |
273,581 |
$ |
204,607 |
|
| Net income from continuing operations | $ |
10,622 |
$ |
9,259 |
|
| Net income per share from continuing operations - Basic | $ |
.36 |
$ |
.32 |
|
| Weighted average shares outstanding - Basic |
29,571 |
29,134 |
|||
| Net income per share from continuing operations - Diluted | $ |
.36 |
$ |
.32 |
|
| Weighted average shares outstanding - Diluted |
29,775 |
29,358 |
|||
|
GIBRALTAR INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS |
|||||
|
(in thousands, except per share data) |
|||||
|
|
|||||
|
|
|
March 31, December 31, |
|||
|
|
|
2005 |
|
|
2004 |
|
|
|
(unaudited) |
|
|
(audited) |
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
6,843 |
|
$ |
10,892 |
|
Accounts receivable |
|
171,969 |
|
|
146,021 |
|
Inventories |
|
230,192 |
|
|
207,215 |
|
Other current assets |
|
15,265 |
|
|
15,479 |
|
Total current assets |
|
424,269 |
|
|
379,607 |
|
|
|
|
|
|
|
|
Property, plant and equipment, net |
|
256,776 |
|
|
269,019 |
|
Goodwill |
|
268,598 |
|
|
285,927 |
|
Investments in partnerships |
|
8,312 |
|
|
8,211 |
|
Other assets |
|
13,554 |
|
|
14,937 |
|
|
$ |
971,509 |
|
$ |
957,701 |
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts payable |
$ |
70,936 |
|
$ |
70,775 |
|
Accrued expenses |
|
48,502 |
|
|
51,885 |
|
Current maturities of long-term debt |
|
8,859 |
|
|
8,858 |
|
Current maturities of related party debt |
|
5,833 |
|
|
5,834 |
|
Total current liabilities |
|
134,130 |
|
|
137,352 |
|
|
|
|
|
|
|
|
Long-term debt |
|
297,197 |
|
|
283,681 |
|
Long-term related party debt |
|
5,833 |
|
|
11,666 |
|
Deferred income taxes |
|
65,852 |
|
|
66,485 |
|
Other non-current liabilities |
|
4,919 |
|
|
4,774 |
|
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
29,701,280 and 29,665,780 shares in 2005 and |
|
|
|
|
297 |
|
Additional paid-in capital |
|
210,238 |
|
|
209,765 |
|
Retained earnings |
|
251,846 |
|
|
242,585 |
|
Unearned compensation |
|
(533) |
|
|
(572) |
|
Accumulated other comprehensive loss |
|
1,730 |
|
|
1,668 |
|
|
|
463,578 |
|
|
453,743 |
|
Less: cost of 40,500 common shares held in treasury in 2005 and 2004 |
|
- |
|
|
- |
|
Total shareholders' equity |
|
463,578 |
|
|
453,743 |
|
|
$ |
971,509 |
|
$ |
957,701 |
|
|
|||||
|
GIBRALTAR INDUSTRIES, INC. CONDENSED
CONSOLIDATED STATEMENTS OF INCOME |
||||||||||||
|
|
Three Months
Ended |
|||||||||||
|
|
|
|
2005 |
|
2004 |
|||||||
|
|
|
(unaudited) |
(unaudited) |
|||||||||
| Net sales |
|
$ |
273,581 |
$ |
204,607 |
|||||||
|
|
|
|
||||||||||
| Cost of sales |
|
223,449 |
163,194 |
|||||||||
|
|
|
|
||||||||||
| Gross profit |
|
50,132 |
41,413 |
|||||||||
|
|
|
|
||||||||||
| Selling, general and administrative expense |
|
29,236 |
23,599 |
|||||||||
|
|
|
|
||||||||||
| Income from operations |
|
20,896 |
17,814 |
|||||||||
|
|
|
|
||||||||||
| Other (income) expense: |
|
|
|
|||||||||
|
Equity in partnerships' income Interest expense |
|
(444) |
(540) |
|||||||||
| Total other expense |
|
3,484 |
2,510 |
|||||||||
|
|
|
|
||||||||||
| Income before taxes |
|
17,412 |
15,304 |
|||||||||
|
|
|
|
||||||||||
| Provision for income taxes |
|
6,790 |
6,045 |
|||||||||
|
|
|
|
||||||||||
| Net income from continuing operations |
|
10,622 |
9,259 |
|||||||||
|
|
|
|
||||||||||
| Discontinued operations: |
|
|
|
|||||||||
|
Income from discontinued operations Income tax expense |
|
204 80 |
142 56 |
|||||||||
| Net income from discontinued operations |
|
124 |
86 |
|||||||||
|
|
|
|
||||||||||
| Net income |
|
$ |
10,746 |
$ |
9,345 |
|||||||
|
|
|
|
||||||||||
| Net income per share - Basic: |
|
|
|
|||||||||
|
Income from continuing operations Income from discontinued operations |
|
$ |
.36 |
$ |
.32 |
|||||||
| Net Income |
|
$ |
.36 |
$ |
.32 |
|||||||
|
|
|
|
||||||||||
| Weighted average shares outstanding - Basic |
|
29,571 |
29,134 |
|||||||||
|
|
|
|
||||||||||
| Net income per share - Diluted: |
|
|
|
|||||||||
|
Income from continuing operations Income from discontinued operations |
|
$ |
.36 |
$ |
.32 |
|||||||
| Net Income |
|
$ |
.36 |
$ |
.32 |
|||||||
|
|
|
|
||||||||||
| Weighted average shares outstanding - Diluted |
|
29,775 |
29,358 |
|||||||||
|
GIBRALTAR INDUSTRIES, INC.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||||
|
|
Three Months Ended |
|||||
|
|
|
|
2005 |
|
2004 |
|
|
|
|
|
(unaudited) |
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
Net income |
|
$ |
10,746 |
$ |
9,345 |
|
|
Net income from discontinued operations |
|
|
124 |
|
86 |
|
|
Net income from continuing operations |
|
|
10,622 |
|
9,259 |
|
|
Adjustments to
reconcile net income to net cash used in |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
6,473 |
|
5,789 |
|
|
Provision for deferred income taxes |
|
|
(1,691) |
|
1,113 |
|
|
Equity in partnerships' income |
|
|
(444) |
|
(540) |
|
|
Distributions from partnerships |
|
|
343 |
|
16 |
|
|
Unearned compensation, net of restricted stock forfeitures |
|
|
51 |
|
7 |
|
|
Other noncash adjustments |
|
|
- |
|
(27) |
|
|
Increase (decrease) in cash resulting from changes |
|
|
|
|
|
|
|
in (net of acquisitions): |
|
|
|
|
|
|
|
Accounts receivable |
|
|
(32,835) |
|
(30,749) |
|
|
Inventories |
|
|
(29,244) |
|
(2,693) |
|
|
Other current assets |
|
|
678 |
|
(964) |
|
|
Accounts payable and accrued expenses |
|
|
(1,220) |
|
11,610 |
|
|
Other assets |
|
|
(800) |
|
(397) |
|
|
|
|
|
|
|
|
|
|
Net cash used in continuing operations |
|
|
(48,067) |
|
(7,576) |
|
|
Net cash provided by (used in) discontinued operations |
|
|
194 |
|
(2,572) |
|
|
Net cash used in operating activities |
|
|
(47,873) |
|
(10,148) |
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
Acquisitions, net of cash acquired |
|
|
- |
|
(7,135) |
|
|
Purchases of property, plant and equipment |
|
|
(6,075) |
|
(5,200) |
|
|
Net proceeds from sale of property and equipment |
|
|
255 |
|
295 |
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities for continuing operations |
|
|
(5,820) |
|
(12,040) |
|
|
Net cash
provided by (used in) investing activities for |
|
|
42,973 |
|
(255) |
|
|
Net cash provided by (used in) investing activities |
|
|
37,153 |
|
(12,295) |
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
Long-term debt reduction |
|
|
- |
|
(9,659) |
|
|
Proceeds from long-term debt |
|
|
7,683 |
|
2,656 |
|
|
Net proceeds from issuance of common stock |
|
|
473 |
|
6,720 |
|
|
Payment of dividends |
|
|
(1,485) |
|
(869) |
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
6,671 |
|
(1,152) |
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and cash equivalents |
|
|
(4,049) |
|
(23,595) |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
10,892 |
|
29,019 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
6,843 |
$ |
5,424 |
|
|
|
||||||
|
GIBRALTAR INDUSTRIES, INC. Segment
Information
|
||||||||
|
Three Months Ended March 31, |
||||||||
|
|
|
|
|
|
|
Increase (Decrease) |
||
|
|
2005 |
|
2004 |
$ |
|
% |
||
|
|
|
(unaudited) |
(unaudited) |
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
|
|
|
|
|
|
|
|
Processed metal products |
$ |
127,612 |
$ |
77,166 |
$ |
50,446 |
|
65.4% |
|
Building products |
|
119,172 |
|
101,935 |
|
17,237 |
|
16.9% |
|
Thermal processing |
|
26,797 |
|
25,506 |
|
1,291 |
|
5.1% |
|
|
|
|
|
|
|
|
|
|
|
Total Sales |
$ |
273,581 |
$ |
204,607 |
$ |
68,974 |
|
33.7% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Operations |
|
|
|
|
|
|
|
|
|
Processed metal products |
$ |
14,023 |
$ |
8,027 |
$ |
5,996 |
|
74.7% |
|
Building products |
|
10,504 |
|
10,396 |
|
108 |
|
1.0% |
|
Thermal processing |
|
3,405 |
|
3,948 |
|
(543) |
|
(13.8)% |
|
Corporate |
|
(7,036) |
|
(4,557) |
|
(2,479) |
|
54.4% |
|
|
|
|
|
|
|
|
|
|
|
Total Operating Income |
$ |
20,896 |
$ |
17,814 |
$ |
3,082 |
|
17.3% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Margin |
|
|
|
|
|
|
|
|
|
Processed metal products |
|
11.0% |
|
10.4% |
|
|
|
|
|
Building products |
|
8.8% |
|
10.2% |
|
|
|
|
|
Thermal processing |
|
12.7% |
|
15.5% |
|
|
|
|