Gibralter Industries, Inc. 8-K
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, 2007
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its chapter)
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Delaware
(State or other jurisdiction of incorporation )
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0-22462
(Commission File Number)
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16-1445150
(IRS Employer Identification No.) |
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
(716) 826-6500
(Registrants telephone number, including area code )
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
ITEM 7.01 Regulation FD Disclosure
On April 25, 2007, the registrant announced its financial results for the quarter ended March 31,
2007, and certain other information. A copy of the registrants press release announcing these
financial results and certain other information is attached hereto as Exhibit 99.1.
Exhibit 99.1 is incorporated by reference under this Item 7.01.
The registrant hosted its first quarter 2007 earnings conference call on April 26, 2007, during
which the registrant presented information regarding its earnings for the quarter ended March 31,
2007, together with certain other information. Pursuant to Regulation FD and the requirements of
Item 7.01 of Form 8-K, the registrant hereby furnishes a script of the first quarter earnings
conference call as Exhibit 99.2 to this report.
Exhibit 99.2 is incorporated by reference under this Item 7.01.
ITEM 9.01 Financial Statements and Exhibits
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a. |
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Financial Statements of Businesses Acquired
- Not Applicable |
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b. |
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Pro Forma Financial Information
- Not Applicable |
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c. |
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Shell Company Transactions
- Not Applicable |
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d. |
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Exhibits |
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Exhibit 99.1
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Press Release dated April 25, 2007 |
Exhibit 99.2
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Script of First Quarter Earnings Conference Call hosted April 26, 2007 |
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, 2007
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GIBRALTAR INDUSTRIES, INC.
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/s/ David W. Kay
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Name: |
David W. Kay |
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Title: |
Executive Vice President,
Chief Financial Officer and Treasurer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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Exhibit 99.1
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Press Release dated April 25, 2007 |
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Exhibit 99.2
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Script of First Quarter Earnings Conference Call hosted April 26, 2007 |
EX-99.1
Exhibit 99.1
For Immediate Release
April 25, 2007
GIBRALTAR REPORTS FIRST-QUARTER SALES AND EARNINGS
Company Expects Results to Strengthen in the Second and Third Quarters
BUFFALO, NEW YORK (April 25, 2006) Gibraltar Industries, Inc. (NASDAQ: ROCK)
today reported its sales and earnings for the quarter ended March 31, 2007. The Company also said
that its business conditions began to strengthen significantly during the last two weeks of March, setting the stage for much stronger results in the second
and third quarters.
Sales from continuing operations in the first quarter of 2007 were $318 million, a
slight decrease from $323 million in the first quarter of 2006. Income from continuing operations
before restructuring costs was $6.6 million in the quarter ended March 31, 2007, compared to $11.7
million in the first quarter of 2006, a decrease of approximately 43.6 percent. Earnings per share
from continuing operations before restructuring costs were $.22 in the first quarter of 2007,
within the range Gibraltar provided on April 17.
On a GAAP basis, income from continuing operations was $6.2 million and earnings per
share from continuing operations amounted to $.21 in the first quarter of 2007. Restructuring
costs, which primarily relate to the consolidation of Buffalo, New York-based facilities in the
Processed Metal Products segment, amounted to $0.7 million pre-tax, or $.01 per share on an
after-tax basis.
A number of factors combined to negatively impact results for the quarter, including
softer-than-anticipated conditions in the new housing market, inventory control programs at a
number of the Companys retail sector customers, and adverse weather conditions that affected the
overall construction market.
As we said last week, our business began to improve in the second half of March,
and we expect our results to strengthen considerably in the second quarter, said Brian J. Lipke,
Gibraltars Chairman and Chief Executive Officer. Helping to offset the sharp downturn in the
residential building market is continued strength in the commercial, industrial, and architectural
markets, improving results in our Processed Metal Products segment, as well as the contributions
from recent acquisitions.
While sales growth remains an important part of our strategic focus, we recognize
that top-line gains are secondary to EPS growth, higher ROIC, margin improvements, and better cash
flow. We use these measurements in our decision-making process when we look at internal and
external growth opportunities, said Mr. Lipke.
more
Gibraltar Reports First-Quarter Sales and Earnings
Page Two
We have taken a number of steps to streamline and consolidate our operations. We
are in the process of combining two Buffalo-area steel-processing facilities into one location,
which will significantly enhance the performance of that business, and we are aggressively taking
steps to control and cut costs, drive down inventories, and extract efficiencies from all of our
businesses, said Henning N. Kornbrekke, Gibraltars President and Chief Operating Officer.
While these steps will have an immediate impact, longer term they will enhance the
core operating characteristics of the Company and better position Gibraltar for improved
performance. When our sales return to more normalized levels, these actions will help us to
generate higher margins, better returns, and stronger earnings, said Mr. Kornbrekke.
In light of the operating environment discussed above, Mr. Kornbrekke said that,
barring a significant change in business conditions, Gibraltar expects its second-quarter earnings
per share before any unusual items will be in the range of $.43 to $.48.
Gibraltar Industries is a leading manufacturer, processor, and distributor of products for the
building, industrial, and vehicular markets. The company serves customers in a variety of
industries in all 50 states and throughout the world. It has approximately 4,000 employees and
operates 85 facilities in 26 states, Canada, China, England, Germany, and Poland. Gibraltars
common stock is a component of the S&P SmallCap 600 and the Russell 2000® Index.
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
Companys results of operations; energy prices and usage; the ability to pass through cost
increases to customers; changing demand for the Companys products and services; risks associated
with the integration of acquisitions; and changes in interest or tax rates.
30
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 9 a.m. Eastern Time on April 26.
Details of the call can be found on Gibraltars Web site, at http://www.gibraltar1.com.
CONTACT: Kenneth P. Houseknecht, Vice President of Communications and Investor Relations, at
716/826-6500, khouseknecht@gibraltar1.com.
Gibraltars news releases, along with comprehensive information about the Company, are available on
the Internet, at http://www.gibraltar1.com.
Gibraltar Reports First-Quarter Sales and Earnings
Page Three
GIBRALTAR INDUSTRIES, INC.
Financial Highlights
(in thousands, except per share data)
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Three Months Ended |
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March 31, 2007 |
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March 31, 2006 |
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Net sales |
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$ |
317,584 |
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$ |
322,637 |
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|
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|
|
|
|
Income from continuing operations |
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$ |
6,168 |
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$ |
11,733 |
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|
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Income per share from continuing operations Basic |
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$ |
.21 |
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$ |
.40 |
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Weighted average shares outstanding Basic |
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29,844 |
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29,652 |
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Income per share from continuing operations Diluted |
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$ |
.21 |
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$ |
.39 |
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Weighted average shares outstanding Diluted |
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30,056 |
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29,944 |
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GIBRALTAR INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
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March 31, |
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December 31, |
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2007 |
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2006 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
20,675 |
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$ |
13,475 |
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Accounts receivable |
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197,066 |
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169,207 |
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Inventories |
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248,797 |
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254,991 |
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Other current assets |
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19,082 |
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18,107 |
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Total current assets |
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485,620 |
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455,780 |
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Property, plant and equipment, net |
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245,189 |
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243,138 |
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Goodwill |
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388,874 |
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374,821 |
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Acquired intangibles, net |
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62,533 |
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62,366 |
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Investments in partnerships |
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2,719 |
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2,440 |
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Other assets |
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13,054 |
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|
14,323 |
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$ |
1,197,989 |
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$ |
1,152,868 |
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Liabilities and Shareholders Equity |
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Current liabilities: |
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Accounts payable |
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$ |
92,003 |
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$ |
71,308 |
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Accrued expenses |
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47,255 |
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50,771 |
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Current maturities of long-term debt |
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2,555 |
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2,336 |
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Total current liabilities |
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141,813 |
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124,415 |
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Long-term debt |
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418,174 |
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398,217 |
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Deferred income taxes |
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71,320 |
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70,981 |
|
Other non-current liabilities |
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|
12,578 |
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|
9,027 |
|
Shareholders equity: |
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Preferred stock, $.01 par value; authorized: 10,000,000
shares; none outstanding |
|
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Common stock, $.01 par value; authorized 50,000,000
shares; issued 29,883,795 and 29,883,795 shares in
2007 and 2006, respectively |
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|
299 |
|
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|
299 |
|
Additional paid-in capital |
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216,485 |
|
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|
215,944 |
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Retained earnings |
|
|
335,354 |
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|
332,920 |
|
Accumulated other comprehensive income |
|
|
1,966 |
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|
|
1,065 |
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|
|
|
|
|
|
|
|
|
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554,104 |
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|
550,228 |
|
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|
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|
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|
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|
Less: cost of 44,100 and 42,600 common shares held in treasury in
2007 and 2006 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
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Total shareholders equity |
|
|
554,104 |
|
|
|
550,228 |
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|
|
|
|
|
|
|
|
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$ |
1,197,989 |
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|
$ |
1,152,868 |
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|
|
|
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GIBRALTAR INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share date)
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Three Months Ended |
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March 31, |
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2007 |
|
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2006 |
|
Net sales |
|
$ |
317,584 |
|
|
$ |
322,637 |
|
|
|
|
|
|
|
|
|
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Cost of sales |
|
|
265,933 |
|
|
|
259,406 |
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|
|
|
|
|
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|
|
|
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|
|
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Gross profit |
|
|
51,651 |
|
|
|
63,231 |
|
|
|
|
|
|
|
|
|
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Selling, general and administrative expense |
|
|
35,210 |
|
|
|
37,840 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Income from operations |
|
|
16,441 |
|
|
|
25,391 |
|
|
|
|
|
|
|
|
|
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Other (income) expense: |
|
|
|
|
|
|
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Equity in partnerships income and other income |
|
|
(362 |
) |
|
|
(686 |
) |
Interest expense |
|
|
7,237 |
|
|
|
6,779 |
|
|
|
|
|
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Total other expense |
|
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6,875 |
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|
|
6,093 |
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|
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|
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|
|
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Income before taxes |
|
|
9,566 |
|
|
|
19,298 |
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|
|
|
|
|
|
|
|
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Provision for income taxes |
|
|
3,398 |
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|
|
7,565 |
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Income from continuing operations |
|
|
6,168 |
|
|
|
11,733 |
|
|
|
|
|
|
|
|
|
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Discontinued operations: |
|
|
|
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Income from discontinued operations before taxes |
|
|
|
|
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4,303 |
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Income tax expense |
|
|
|
|
|
|
1,639 |
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|
|
|
|
|
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Income from discontinued operations |
|
|
|
|
|
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2,664 |
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|
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|
|
|
|
|
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Net income |
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$ |
6,168 |
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|
$ |
14,397 |
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|
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|
|
|
|
|
|
|
|
|
|
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Net income per share Basic: |
|
|
|
|
|
|
|
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Income from continuing operations |
|
|
.21 |
|
|
|
.40 |
|
Income from discontinued operations |
|
$ |
.00 |
|
|
$ |
.09 |
|
|
|
|
|
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Net Income |
|
$ |
.21 |
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|
$ |
.49 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding Basic |
|
|
29,844 |
|
|
|
29,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Net income per share Diluted: |
|
|
|
|
|
|
|
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Income from continuing operations |
|
|
.21 |
|
|
|
.39 |
|
Income from discontinued operations |
|
$ |
.00 |
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|
$ |
.09 |
|
|
|
|
|
|
|
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Net Income |
|
$ |
.21 |
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$ |
.48 |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding Diluted |
|
|
30,056 |
|
|
|
29,944 |
|
|
|
|
|
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GIBRALTAR INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
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|
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|
|
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Three Months Ended |
|
|
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March 31, |
|
|
|
2007 |
|
|
2006 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
6,168 |
|
|
$ |
14,397 |
|
Income from discontinued operations |
|
|
|
|
|
|
2,664 |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
6,168 |
|
|
|
11,733 |
|
Adjustments to reconcile net income to net cash used in
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
7,461 |
|
|
|
6,789 |
|
Provision for deferred income taxes |
|
|
(229 |
) |
|
|
|
|
Equity in partnerships (loss) income |
|
|
279 |
|
|
|
131 |
|
Distributions from partnerships |
|
|
|
|
|
|
188 |
|
Stock compensation expense |
|
|
541 |
|
|
|
706 |
|
Other non-cash adjustments |
|
|
3 |
|
|
|
25 |
|
Increase (decrease) in cash resulting from changes
in (net of acquisitions): |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(23,291 |
) |
|
|
(31,252 |
) |
Inventories |
|
|
10,565 |
|
|
|
(16,970 |
) |
Other current assets and other assets |
|
|
384 |
|
|
|
73 |
|
Accounts payable |
|
|
17,822 |
|
|
|
15,420 |
|
Accrued expenses and other non-current liabilities |
|
|
(2,986 |
) |
|
|
4,056 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) continuing operations |
|
|
16,717 |
|
|
|
(9,101 |
) |
Net cash provided by discontinued operations |
|
|
|
|
|
|
5,531 |
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
16,717 |
|
|
|
(3,570 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Purchases of property, plant and equipment |
|
|
(5,369 |
) |
|
|
(5,303 |
) |
Net proceeds from sale of property and equipment |
|
|
445 |
|
|
|
36 |
|
Acquisitions, net of cash acquired |
|
|
(22,492 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities for continuing operations |
|
|
(27,416 |
) |
|
|
(5,267 |
) |
Net cash used in investing activities for
discontinued operations |
|
|
|
|
|
|
(1,074 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(27,416 |
) |
|
|
(6,341 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Long-term debt reduction |
|
|
(3,675 |
) |
|
|
(8,320 |
) |
Proceeds from long-term debt |
|
|
23,074 |
|
|
|
|
|
Payment of deferred financing costs |
|
|
(8 |
) |
|
|
(161 |
) |
Net proceeds from issuance of common stock |
|
|
|
|
|
|
552 |
|
Payment of dividends |
|
|
(1,492 |
) |
|
|
(1,487 |
) |
Tax benefit from stock options |
|
|
|
|
|
|
115 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
17,899 |
|
|
|
(9,301 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
7,200 |
|
|
|
(19,212 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
13,475 |
|
|
|
28,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
20,675 |
|
|
$ |
9,317 |
|
|
|
|
|
|
|
|
GIBRALTAR INDUSTRIES, INC.
Segment Information
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) |
|
|
|
2007 |
|
|
2006 |
|
|
$ |
|
|
% |
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building products |
|
$ |
207,226 |
|
|
$ |
214,742 |
|
|
$ |
(7,516 |
) |
|
|
(3.5 |
%) |
Processed metal products |
|
|
110,358 |
|
|
|
107,895 |
|
|
|
2,463 |
|
|
|
2.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sales |
|
$ |
317,584 |
|
|
$ |
322,637 |
|
|
$ |
(5,053 |
) |
|
|
(1.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building products |
|
$ |
18,731 |
|
|
$ |
31,271 |
|
|
$ |
(12,540 |
) |
|
|
(40.1 |
%) |
Processed metal products |
|
|
4,427 |
|
|
|
5,819 |
|
|
|
(1,392 |
) |
|
|
(23.9 |
%) |
Corporate |
|
|
(6,717 |
) |
|
|
(11,699 |
) |
|
|
4,982 |
|
|
|
(42.6 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Operating Income |
|
$ |
16,441 |
|
|
$ |
25,391 |
|
|
$ |
(8,950 |
) |
|
|
(35.2 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building products |
|
|
9.0 |
% |
|
|
14.6 |
% |
|
|
|
|
|
|
|
|
Processed metal products |
|
|
4.0 |
% |
|
|
5.4 |
% |
|
|
|
|
|
|
|
|
EX-99.2
Exhibit 99.2
Gibraltar
First-Quarter 2007
Earnings Conference Call
April 26, 2007
Thank you, Carol.
We want to thank everyone for joining us on todays call.
Before we begin, I want to remind you that this call may contain forward-looking statements about
future financial results. Our actual results may differ materially, as a result of factors over
which Gibraltar has no control. These factors are outlined in the news release we issued last
night and in our filings with the SEC.
If you did not receive the news release on our first-quarter results, you can get a copy on our Web
site, at www.gibraltar1.com.
At this point, Id like to turn the call over to Gibraltars chairman and chief executive officer,
Brian Lipke.
Brian.
2
Thanks, Ken.
Good morning. On behalf of Henning Kornbrekke, our President and COO; Dave Kay, our CFO; and Ken
Houseknecht, our VP of Communications and Investor Relations, we want to thank you for joining us
today.
Im going to begin todays call by providing an overview of our first-quarter results. Then Ill
give you an update on our two most recent acquisitions, along with some of the major strategic
initiatives at our company.
Following that, Dave will look at our performance from a financial perspective. Henning will then
talk about our operations, our segment performance, and our outlook for the second quarter. After
that, we will open the call to any questions you may have.
As we reported last week, the continuing slowdown in the residential building market, which
adversely affected our sales and our product mix, impacted our earnings as well.
Our sales from continuing operations in the first quarter of 2007 were $318 million, and income
from continuing operations before restructuring charges was $6.6 million, with EPS from continuing
operations before restructuring charges at $.22.
Softer-than-anticipated conditions in the new housing market, inventory control programs at a
number of our retail sector customers, along with adverse weather conditions that affected
3
the overall construction market, all impacted our first-quarter results.
In spite of the temporary soft market conditions, we are moving the company forward. We recently
completed two acquisitions in 2007 the first, Dramex and the second, NorWesCo, Noll, and M&N
Plastics.
Both acquisitions, while immediately accretive to our earnings, will, once fully integrated into
Gibraltar, contribute to our plan to drive improvements in operating and net margins, along with
returns on invested capital.
Dramex, which we acquired last month and which has annual sales of approximately $25 million,
strengthens our leadership position in the expanded metal market. We first entered this business in
late 2005 with our AMICO acquisition, and increased our presence in that market with The Expanded
Metal Company acquisition, which became part of Gibraltar last November, further broadening and
diversifying our product line, and gave us our first facilities in Europe.
The Dramex acquisition is consistent with our strategy of focusing on niche markets where we have a
leadership position. It also continues to grow our business in the commercial, industrial, and
architectural building markets, which continue to be solid markets. We are actively working to
maximize the many marketing and operating synergies between our three expanded metal companies.
The integration of Dramex into our existing AMICO operation will provide cost-cutting opportunities
and operational
4
efficiencies which will help drive improvements in our operating and net margins, along with our
return on invested capital.
The addition of NorWesCo, Noll, and M&N Plastics to the Gibraltar family of companies earlier this
month strengthens our presence in the Northern California, Pacific Northwest, and Rocky Mountain
markets high-growth areas that we have targeted for expansion.
As is the case with Dramex, the integration of Noll/NorWesCo with existing Gibraltar operations
will have a similar impact on our operating and net margins, along with our returns on invested
capital.
These are well-run companies with annual sales of approximately $60 million with solid
records of growth and good cash flow characteristics. They have excellent manufacturing facilities
capable of increased throughput with minimal capital expenditures. They are also well positioned to
grow organically through the introduction of new products and the addition of new customers, some
of whom we hope to bring to them from our existing customer list.
While we have made more than 30 acquisitions over the last 12 years, those of you who have followed
our company for any time know that we are highly strategic and very selective, and we will only
acquire those companies with the accretive financial and market characteristics that will make our
business stronger for the long haul.
While sales growth is part of Gibraltars DNA, we recognize that top-line gains are secondary to
EPS growth, higher ROIC, margin improvements, and better cash flow. We use these
5
measurements as guideposts in our decision making when we look at internal and external business
opportunities.
In the past, we were focused on sales and net income growth, a necessity for a small public
company. But we have evolved and reprioritized our financial focus. We know that the surest way to
create shareholder value is through improved operating performance, and that is our #1 focus.
To that end, we are aggressively taking steps to control and cut costs, improve inventory turnover,
streamline our operations, and extract efficiencies from all parts of our businesses.
We are, for example, consolidating a number of our operations, including combining two Buffalo-area
steel-processing facilities into one location, which should significantly enhance the performance
of that business.
We are also taking steps to better leverage our size through our many supply chain initiatives. We
currently spend more than $800 million every year on steel and other metals, transportation,
utilities, and other materials and services, and we have dozens of initiatives underway to better
coordinate our activities and optimize our savings.
We have also created a new position of Corporate VP of Operations, with Kevin Cullen initiating
lean manufacturing and process improvement activities throughout the company.
All of these actions will continue to enhance our core operating characteristics which will become
even more evident when business rebounds and returns to more normal levels.
6
So, in short, we are focused and highly confident about our future.
At this point, Ill turn the call over to Dave and Henning, who will provide a more detailed review
of our first-quarter results, and give you a better sense of our outlook for the second quarter.
Dave.
7
Thanks, Brian.
Sales from continuing operations of $318 million dollars were down by approximately 2% from the
first quarter of 2006. The sales decline in our historic Building Products companies was partially
offset by the four acquisitions we made over the last 12 months Home Impressions, Steel City,
The Expanded Metal Company, and Dramex, which together will add annual sales of approximately $120
million dollars and contribute to our continued growth and overall strength in the building
markets.
Income from continuing operations before restructuring costs was $6.6 million dollars in the
quarter, a decrease of approximately 43.6% compared to $11.7 million dollars in the first quarter
of 2006.
Earnings per share from continuing operations before restructuring costs were $.22 in the first
quarter of 2007, within the range we provided on April 17.
On a GAAP basis, earnings per share from continuing operations amounted to $.21 in the first
quarter of 2007. Restructuring costs, which primarily relate to the consolidation of Buffalo-based
facilities in the Processed Metal Products segment, amounted to $0.7 million dollars pre-tax, or
$.01 per share on an after-tax basis.
Selling, general and administrative expenses amounted to $35.2 million dollars, or 11.1% of sales
during the quarter, compared
8
to $37.8 million dollars, or 11.7% of sales, in the first quarter of last year.
Interest expense during the quarter was $7.2 million dollars, compared to $6.8 million in the first
quarter of 2006, largely as a result of increased overall interest rates.
Our net return on sales during the quarter amounted to 1.9%, compared to 3.6% a year ago.
From a cash flow perspective, we generated EBITDA of approximately $24.3 million dollars in the
quarter, compared to $32.9 million dollars a year ago, a function of reduced operating income
driven by lower sales.
Cash flow provided by continuing operations was $16.7 million dollars during the quarter, compared
to a use of $9.1 million dollars in the previous years quarter. This nearly $26 million dollar
improvement is the direct result of our continued focus on working capital management.
On a consolidated basis, inventory turned at 4.2 times during the quarter, compared to 5.2 times a
year ago. As you may recall from our last conference call, we discussed a number of initiatives we
were undertaking to return our inventories to a more normal level.
During the quarter, we did reduce our inventory by $10.6 million dollars, and we expect to make
further progress throughout the balance of the year with a goal of returning our inventory turns to
our stated objective of 5 turns by the end of the third quarter.
9
Average days sales outstanding in accounts receivable during the quarter were 50.5 days, compared
to 49.6 days last year.
Capital spending amounted to $5.4 million dollars during the quarter, compared to $5.3 million
dollars a year ago. In spite of the temporary market conditions we are experiencing, we will
continue to invest in the future of our business. We currently expect to spend approximately $23 to
$26 million dollars on capital projects in 2007, which is adequate to maintain our current
capabilities plus grow the business.
In addition, we paid out approximately $1.5 million in cash dividends during the quarter. We currently do not anticipate any change in our
dividend policy.
During the period ended March 31, our total debt including current maturities increased to $421
million dollars, an increase of approximately $20 million dollars from year end, which was largely
the result of the Dramex acquisition.
At March 31st, our long-term debt-to-total-capital ratio stood at approximately 43%, and
we continue to be in full compliance with all of our debt covenants.
Now I will turn the call over to Henning for a more detailed analysis of operations.
10
Thanks, Dave.
Gibraltars net sales from continuing operations for the quarter were $318 million, down
approximately 2% compared to a year ago, a result of reduced activity in the building market which
has carried over from the second half of 2006.
Gross margins declined 3.3 percentage points from the first quarter of 2006, driven by lower volume
and product mix. Operating margins of 5.2% were down by 2.7 percentage points from the first
quarter of 2006, a result of lower gross margins offset by reduced SG&A spending.
Segment performance indicates that:
Our Building Products segment generated net sales of $207 million, a reduction of 3.5% compared to
the first quarter of 2006. As previously noted, our residential Building Product sales fell as a
result of the sharp downturn in the housing market, coupled with severe weather conditions
throughout most of the country, offset, in part, by the contribution of recent acquisitions and
continued strength in the commercial, industrial, and architectural building markets. Excluding
acquisitions, sales were down 13% versus a decline of more than 20% for the overall housing market.
Gross margins of 20.6% were reduced 3.8 percentage points by the lower sales volume and changed
product mix. The operating margin was 9.0%, down 5.6 percentage points from the first quarter of
2006, a function of lower gross margins and slightly
11
higher SG&A which provides continued support to our lean manufacturing initiatives, new products,
and marketing programs, all intended to optimize the operating characteristics of Gibraltar over
the long term.
Sales in our Processed Metal Products segment were $110 million, up 2.3% from the previous year,
driven by higher material prices offset by reduced volumes in our service center business, which
supplies steel to building products companies.
Gross margins were impacted by a negative steel material cost to market profile in our service
center business, restructuring costs associated with plant consolidations, and higher copper costs
all of which resulted in a 1.9 percentage point reduction in gross margins to 8.2%. Offsets in
SG&A spending provided an operating margin of 4.0%, down 1.4 percentage points. Strip steel margins
continue to improve and for the quarter were equal to the previous years first-quarter margins.
At this point, let me provide some commentary on our outlook for the second quarter.
As we said in our news release, our business did improve in the second half of March, a pattern
which is continuing into the second quarter.
While we expect our business will strengthen considerably as we move into the seasonally strongest
periods for our business the second and third quarters we have not yet seen a return to
normal business levels. However, we believe improvements are on the horizon. Repair and remodel
activity will stay at below-normal, but improving levels as the inventory of new homes are sold,
ushering in a more normalized re-sale market, a catalyst for
12
the repair/remodel market where approximately 70% of our sales activity is generated.
Our sales to the commercial and industrial building markets are showing continued strength, and
these are areas as Brian noted earlier that we have targeted for growth.
In spite of the downturn in the automotive market, our Processed Metal Products segment is
benefiting from our aggressive marketing programs and operational improvements. Our ongoing efforts
to broaden our customer base, enter new geographic markets, and develop new product applications
will further enhance our sales performance and returns.
We expect a strong sequential pick-up in activity as we move into our peak selling season, the
second and third quarters, with general market conditions improving as the year progresses.
With that as a backdrop, we expect our second-quarter EPS before any unusual items will be in the
range of $.43 to $.48, compared to $.22 in the first quarter of 2007, barring a significant change
in business conditions. This represents a sequential improvement of 95-118% across the range of our
guidance, which is a larger % improvement than the seasonal swing experienced during 2006, a sign
that we are improving our operations, gaining market share, and seeing some improvement in market
conditions.
Longer term, the many steps we are taking to streamline and consolidate our operations, improve our
transportation and logistics, automate more of our processes, and control and cut costs will
continue to enhance the core operating characteristics of the Company and better position Gibraltar
for improved
13
performance.
Our business is fundamentally solid. Our first-quarter results are a function of lower volumes and
product mix, both driven by a market slowdown. Many of our product lines and geographic markets
are not down as sharply as the new-build market, which demonstrates that we participate broadly in
the building market, which provides better continuity of performance.
As business rebounds later this year and into next year, all of the steps we have taken and
continue to take will allow us to generate improved operating characteristics and stronger
earnings.
At this point, Ill turn the call back over to Brian.
14
Thanks, Henning.
Before we open the call to your questions, let me make a few closing comments.
In spite of a difficult operating environment, we are stronger and more focused than at any point
in Gibraltars history. We have good people running our businesses, and we continue to strengthen
our team, with our most recent additions including Andy Blanchard now heading our Processed Metal
Products segment, Kevin Cullen as our Corporate VP of Operations, and Gary Henry taking the helm of
Noll, NorWesCo, and M&N Plastics. All strengthen our management team.
We are focused on generating progressive improvements in all of our businesses, carefully managing
our assets, and maximizing our cash to pay down debt, while continuing to transform Gibraltar into
a company that produces consistently higher margins and better returns on capital, along with
improving EPS. We believe this is a recipe for shareholder value creation.
That concludes our prepared comments. At this point, well be glad to answer any of your other
questions.
Q & A Session
Thank you for joining us this morning, and for your continuing interest in Gibraltar.
We look forward to talking with you again in three months, and updating you on our continued
progress.
15