GIBRALTAR 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) February 19, 2008
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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0-22462
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16-1445150 |
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(State or other jurisdiction
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(Commission
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(IRS Employer |
of incorporation)
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File Number)
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Identification No.) |
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3556 Lake Shore Road |
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P.O. Box 2028 |
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Buffalo, New York
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14219-0228 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code (716) 826-6500
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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ITEM 7.01 |
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Regulation FD Disclosure |
On February 18, 2008, the registrant announced its financial results for the fourth quarter and
year ended December 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 fourth quarter 2007 earnings conference call on February 19, 2008, during
which the registrant presented information regarding its earnings for the fourth quarter and year
ended December 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 fourth
quarter 2007 earnings conference call as Exhibit 99.2 to this report.
Exhibit 99.2 is incorporated by reference under this Item 7.01.
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ITEM 9.01 |
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Financial Statements and Exhibits |
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a. |
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Financial Statements of Businesses Acquired |
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b. |
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Pro Forma Financial Information |
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c. |
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Shell Company Transactions |
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Exhibit 99.1 Press Release dated February 18, 2008 |
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Exhibit 99.2 Script of Fourth Quarter Earnings Conference Call hosted
February 19, 2008. |
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 19, 2008
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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: |
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit |
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No. |
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Description |
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Exhibit 99.1
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Press Release dated February 18, 2008 |
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Exhibit 99.2
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Script of Fourth Quarter Earnings Conference Call hosted February 19, 2008. |
EX-99.1
EXHIBIT 99.1
For Immediate Release
February 18, 2008
GIBRALTAR REPORTS 2007 SALES AND EARNINGS
Sales Increased by 6% to $1.3 Billion;
Income from Continuing Operations Before Special Charges Was $36 Million
BUFFALO, NEW YORK (February 18, 2008) Gibraltar Industries, Inc. (NASDAQ: ROCK) today
reported its sales and net income for the quarter and year ended December 31, 2007.
In 2007, sales from continuing operations increased by approximately six percent to $1.3
billion, from $1.2 billion in 2006. Income from continuing operations before special charges was
$36.0 million, or $1.19 per share, in 2007. Reported income from continuing operations was $31.1
million, or $1.03 per share, in 2007, compared to 2006 income from continuing operations of $50.1
million, or $1.67 per share.
Sales from continuing operations in the fourth quarter of 2007 were $309 million, an increase
of approximately 11 percent compared to $278 million in the fourth quarter of 2006. The 2007 sales
increase in both the annual and quarterly periods was the result of acquired businesses. Exclusive
of acquisitions, sales decreased by approximately five percent when compared to the fourth quarter
of 2006 and six percent on an annual basis.
Exclusive of the items referred to below, fourth-quarter results from continuing operations
amounted to $1.1 million, or $.03 per share. Quarterly results were negatively impacted by several
income tax-related charges including a higher-than-projected tax rate for the year. As pre-tax
income fell below levels projected at the end of the third quarter, the impact of permanent
differences between book and taxable income caused an increase in the effective tax rate used in
the quarter. The result of the tax adjustments reduced earnings by $.03 per share. Fourth-quarter
income from continuing operations was also negatively impacted by inventory purchase accounting
adjustments from the Noll/NorWesCo and Florence acquisitions. The impact of expensing these charges
on a pre-tax basis amounted to approximately $0.7 million, or $.01 per share after tax. Reported
fourth-quarter results from continuing operations, after the effect of these items, was a loss of
$0.3 million, or ($.01) per share. In 2006 fourth-quarter income from continuing operations was a
profit of $.01 per share.
We initiated a number of actions in 2007 that will provide positive momentum in the year
ahead, said Brian J. Lipke, Gibraltars Chairman and Chief Executive Officer. We acquired three
companies Dramex, Noll/NorWesCo, and Florence which together added annualized sales of
approximately $160 million of higher-margin sales, while further diversifying our portfolio by
increasing our participation in the still-growing commercial and industrial building markets. We
also divested businesses, like our Hubbell service center and a small bath cabinet line, and we
will continue to focus our resources and capital on those areas that provide the best strategic fit
and produce the highest returns for our shareholders.
--more--
Gibraltar Reports 2007 Sales and Earnings
Page Two
In 2007, we took a number of steps to improve our operations, drive out costs, intensify our
focus on asset management, and maximize our cash flow to pay down debt. Through facility
consolidations (we have closed or consolidated 11 facilities since the beginning of 2007),
improvements in our transportation and logistics, and ongoing cost reduction and lean manufacturing
initiatives, we are significantly lowering our cost structure. We also have a number of initiatives
underway to increase our share in targeted growth areas through new products, geographic expansion,
and leveraging relationships with current customers, said Henning N. Kornbrekke, Gibraltars
President and Chief Operating Officer.
Unfortunately, much of the progress we made in 2007 through acquisitions, divestitures,
improvements to our remaining businesses, and active asset and working capital management has
been obscured by lower volumes and adverse changes to our mix, which are solely the result of the
sharp downturn in our two largest markets. Even though it is not fully apparent in this operating
environment, our many activities to strengthen and strategically transform Gibraltar have better
positioned the Company for new thresholds of performance as the markets we serve return to more
normal levels of activity, said Mr. Lipke.
Even if difficult conditions do persist in our two primary markets and our 2008 business
forecast anticipates some additional softening in both the residential building and automotive
markets we see opportunities for improvement in the year ahead simply as a result of the stronger
business platform we have built. Longer term, the actions we have taken have positioned us for
significantly improved results once the markets we serve rebound and begin to move back toward more
historic activity levels, said Mr. Kornbrekke.
Looking ahead, Mr. Kornbrekke said that, in spite of current market conditions, Gibraltars
ongoing efforts to make improvements in its business, along with many customers having worked
through their year-end de-stocking actions, the Company expects its 2008 earnings per share from
continuing operations will be in the range of $1.05 to $1.25 per share, compared to $1.03 in 2007,
barring a significant change in business conditions.
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 78 facilities in 27 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 Reports 2007 Sales and Earnings
Page Three
Gibraltar will review its fourth-quarter results and discuss its outlook for the first quarter
during its quarterly conference call, which will be held at 9 a.m. on February 19. 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 2007 Sales and Earnings
Page Four
GIBRALTAR INDUSTRIES, INC.
Financial Highlights
(in thousands, except per share data)
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Three Months Ended |
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December 31, |
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December 31, |
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2007 |
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2006 |
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Net Sales |
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$ |
308,702 |
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$ |
277,605 |
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(Loss) income from continuing operations |
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$ |
(332 |
) |
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$ |
175 |
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(Loss) income from discontinued operations |
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$ |
(994 |
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$ |
1,388 |
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Net Income |
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$ |
(1,326 |
) |
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$ |
1,563 |
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Net income per share diluted |
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Income from continuing operations |
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$ |
(.01 |
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$ |
.01 |
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Income from discontinued operations |
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$ |
(.03 |
) |
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$ |
.04 |
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Net income |
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$ |
(.04 |
) |
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$ |
.05 |
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Twelve Months Ended |
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December 31, |
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December 31, |
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2007 |
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2006 |
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Net Sales |
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$ |
1,311,818 |
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$ |
1,233,576 |
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Income from continuing operations |
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$ |
31,104 |
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$ |
50,174 |
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Income from discontinued operations |
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$ |
(17,880 |
) |
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$ |
7,095 |
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Net Income |
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$ |
13,224 |
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$ |
57,269 |
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Net income per share diluted |
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Income from continuing operations |
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$ |
1.03 |
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$ |
1.67 |
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Income from discontinued operations |
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$ |
(.59 |
) |
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$ |
.24 |
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Net income |
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$ |
.44 |
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$ |
1.91 |
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Reconciliation of income per share diluted from continuing
operations to reflect special items: |
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Income from continuing operations before adjustments |
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$ |
1.19 |
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$ |
1.87 |
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Adjustments: |
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Failed M & A transaction |
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$ |
(.03 |
) |
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$ |
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Purchased inventory |
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$ |
(.08 |
) |
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$ |
(.01 |
) |
Restructuring |
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$ |
(.05 |
) |
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Vacation accrual |
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$ |
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$ |
.08 |
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Impairment |
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$ |
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$ |
(.27 |
) |
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Income from continuing operations |
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$ |
1.03 |
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$ |
1.67 |
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
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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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$ |
35,287 |
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$ |
13,475 |
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Accounts receivable, net |
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|
167,595 |
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|
|
163,731 |
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Inventories |
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|
212,909 |
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|
220,119 |
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Other current assets |
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|
20,362 |
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|
18,099 |
|
Assets of discontinued operations |
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|
4,592 |
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|
40,356 |
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Total current assets |
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440,745 |
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|
455,780 |
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Property, plant and equipment, net |
|
|
273,283 |
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|
|
233,249 |
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Goodwill |
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|
453,228 |
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|
|
366,763 |
|
Acquired intangibles |
|
|
96,871 |
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|
|
62,366 |
|
Investments in partnerships |
|
|
2,644 |
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|
|
2,440 |
|
Other assets |
|
|
14,637 |
|
|
|
14,307 |
|
Assets of discontinued operations |
|
|
|
|
|
|
17,963 |
|
|
|
|
|
|
|
|
|
|
$ |
1,281,408 |
|
|
$ |
1,152,868 |
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|
|
|
|
|
|
|
Liabilities and Shareholders Equity |
|
|
|
|
|
|
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Current liabilities: |
|
|
|
|
|
|
|
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Accounts payable |
|
$ |
89,551 |
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|
$ |
69,040 |
|
Accrued expenses |
|
|
41,062 |
|
|
|
50,279 |
|
Current maturities of long-term debt |
|
|
2,955 |
|
|
|
2,336 |
|
Liabilities of discontinued operations |
|
|
657 |
|
|
|
2,760 |
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
134,225 |
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|
|
124,415 |
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|
|
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|
|
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|
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Long-term debt |
|
|
485,654 |
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|
|
398,217 |
|
Deferred income taxes |
|
|
78,071 |
|
|
|
70,981 |
|
Other non-current liabilities |
|
|
15,698 |
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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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|
|
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Common stock, $.01 par value; authorized 50,000,000 shares;
issued 29,949,229 and 29,883,795 shares in 2007 and 2006,
respectively |
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|
300 |
|
|
|
299 |
|
Additional paid-in capital |
|
|
219,087 |
|
|
|
215,944 |
|
Retained earnings |
|
|
337,929 |
|
|
|
332,920 |
|
Accumulated other comprehensive income |
|
|
10,837 |
|
|
|
1,065 |
|
|
|
|
|
|
|
|
|
|
|
568,153 |
|
|
|
550,228 |
|
Less: cost of 61,467 and 42,600 common shares held in treasury in
2007 and 2006, respectively |
|
|
393 |
|
|
|
|
|
|
|
|
|
|
|
|
Total shareholders equity |
|
|
567,760 |
|
|
|
550,228 |
|
|
|
|
|
|
|
|
|
|
$ |
1,281,408 |
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|
$ |
1,152,868 |
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|
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
Twelve Months Ended |
|
|
|
December 31, |
|
|
December 31, |
|
|
|
2007 |
|
|
2006 |
|
|
2007 |
|
|
2006 |
|
Net sales |
|
$ |
308,702 |
|
|
$ |
277,605 |
|
|
$ |
1,311,818 |
|
|
$ |
1,233,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
260,884 |
|
|
|
227,140 |
|
|
|
1,082,423 |
|
|
|
976,835 |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
47,818 |
|
|
|
50,465 |
|
|
|
229,395 |
|
|
|
256,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expense |
|
|
38,078 |
|
|
|
30,169 |
|
|
|
148,107 |
|
|
|
137,368 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from operations |
|
|
9,740 |
|
|
|
20,296 |
|
|
|
81,288 |
|
|
|
119,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (income) expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
|
8,824 |
|
|
|
6,625 |
|
|
|
31,887 |
|
|
|
25,897 |
|
Equity in partnerships (income) loss and
other (income) |
|
|
(192 |
) |
|
|
13,490 |
|
|
|
(1,215 |
) |
|
|
13,045 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other expense |
|
|
8,632 |
|
|
|
20,115 |
|
|
|
30,672 |
|
|
|
38,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before taxes |
|
|
1,108 |
|
|
|
181 |
|
|
|
50,616 |
|
|
|
80,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for income taxes |
|
|
1,440 |
|
|
|
6 |
|
|
|
19,512 |
|
|
|
30,257 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations |
|
|
(332 |
) |
|
|
175 |
|
|
|
31,104 |
|
|
|
50,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from discontinued
operations before taxes |
|
|
(703 |
) |
|
|
(412 |
) |
|
|
(22,436 |
) |
|
|
8,777 |
|
Income tax expense (benefit) |
|
|
291 |
|
|
|
(1,800 |
) |
|
|
(4,556 |
) |
|
|
1,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from discontinued operations |
|
|
(994 |
) |
|
|
1,388 |
|
|
|
(17,880 |
) |
|
|
7,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(1,326 |
) |
|
$ |
1,563 |
|
|
$ |
13,224 |
|
|
$ |
57,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share Basic |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations |
|
$ |
(.01 |
) |
|
$ |
.01 |
|
|
$ |
1.04 |
|
|
$ |
1.69 |
|
(Loss) income from discontinued operations |
|
|
(.03 |
) |
|
|
.04 |
|
|
|
(.60 |
) |
|
|
.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(.04 |
) |
|
$ |
.05 |
|
|
$ |
.44 |
|
|
$ |
1.93 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding Basic |
|
|
29,879 |
|
|
|
29,772 |
|
|
|
29,867 |
|
|
|
29,712 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) income from continuing operations |
|
$ |
(.01 |
) |
|
$ |
.01 |
|
|
$ |
1.03 |
|
|
$ |
1.67 |
|
(Loss) income from discontinued operations |
|
|
(.03 |
) |
|
|
.04 |
|
|
|
(.59 |
) |
|
|
.24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
$ |
(.04 |
) |
|
$ |
.05 |
|
|
$ |
.44 |
|
|
$ |
1.91 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding Diluted |
|
|
30,111 |
|
|
|
30,040 |
|
|
|
30,116 |
|
|
|
30,006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
|
|
|
2007 |
|
|
2006 |
|
Cash flows from operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
13,224 |
|
|
$ |
57,269 |
|
(Loss) income from discontinued operations |
|
|
(17,880 |
) |
|
|
7,095 |
|
|
|
|
|
|
|
|
Income from continuing operations |
|
|
31,104 |
|
|
|
50,174 |
|
Adjustments to reconcile net income to net cash provided by (used in) operating
activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
33,057 |
|
|
|
26,706 |
|
Provision for deferred income taxes |
|
|
5,283 |
|
|
|
(28,953 |
) |
Equity in partnerships (income) loss |
|
|
(911 |
) |
|
|
13,884 |
|
Distributions from partnerships income |
|
|
712 |
|
|
|
1,149 |
|
Stock compensation expense |
|
|
2,886 |
|
|
|
2,672 |
|
Other non-cash adjustments |
|
|
177 |
|
|
|
750 |
|
Increase (decrease) in cash resulting from changes in (net of acquisitions): |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
19,204 |
|
|
|
434 |
|
Inventories |
|
|
42,668 |
|
|
|
(34,839 |
) |
Other current assets and other assets |
|
|
3,258 |
|
|
|
(4,799 |
) |
Accounts payable |
|
|
10,184 |
|
|
|
(23,404 |
) |
Accrued expenses and other non-current liabilities |
|
|
(11,112 |
) |
|
|
(7,627 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) continuing operations |
|
|
136,510 |
|
|
|
(3,853 |
) |
Net cash provided by (used in) discontinued operations |
|
|
22,303 |
|
|
|
(9,411 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
|
|
158,813 |
|
|
|
(13,264 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired |
|
|
(206,608 |
) |
|
|
(57,430 |
) |
Net proceeds from sale of business |
|
|
11,859 |
|
|
|
151,487 |
|
Purchases of property, plant and equipment |
|
|
(18,752 |
) |
|
|
(21,737 |
) |
Net proceeds from sale of property and equipment |
|
|
3,657 |
|
|
|
349 |
|
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities for continuing operations |
|
|
(209,844 |
) |
|
|
72,669 |
|
Net cash used in investing activities for discontinued operations |
|
|
(69 |
) |
|
|
(3,717 |
) |
|
|
|
|
|
|
|
Net cash (used in) provided by investing activities |
|
|
(209,913 |
) |
|
|
68,952 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
|
Long-term debt reduction |
|
|
(119,558 |
) |
|
|
(114,875 |
) |
Proceeds from long-term debt |
|
|
200,074 |
|
|
|
50,829 |
|
Payment of deferred financing costs |
|
|
(1,498 |
) |
|
|
(768 |
) |
Payment of dividends |
|
|
(5,971 |
) |
|
|
(5,957 |
) |
Net proceeds from issuance of common stock |
|
|
137 |
|
|
|
1,174 |
|
Tax benefit from equity compensation |
|
|
121 |
|
|
|
355 |
|
Purchase of treasury stock |
|
|
(393 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities for continuing operations |
|
|
72,912 |
|
|
|
(69,242 |
) |
Net cash used in financing activities for discontinued operations |
|
|
|
|
|
|
(1,500 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities |
|
|
72,912 |
|
|
|
(70,742 |
) |
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
21,812 |
|
|
|
(15,054 |
) |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
13,475 |
|
|
|
28,529 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year |
|
$ |
35,287 |
|
|
$ |
13,475 |
|
|
|
|
|
|
|
|
GIBRALTAR INDUSTRIES, INC.
Segment Information
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) |
|
|
|
2007 |
|
|
2006 |
|
|
$ |
|
|
% |
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
$ |
218,500 |
|
|
$ |
190,223 |
|
|
$ |
28,277 |
|
|
|
14.9 |
% |
Processed Metals |
|
|
90,202 |
|
|
|
87,382 |
|
|
|
2,820 |
|
|
|
3.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
308,702 |
|
|
$ |
277,605 |
|
|
$ |
31,097 |
|
|
|
11.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income From Continuing
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
$ |
13,207 |
|
|
$ |
21,538 |
|
|
$ |
(8,331 |
) |
|
|
-38.7 |
% |
Processed Metals |
|
|
5,668 |
|
|
|
4,725 |
|
|
|
943 |
|
|
|
20.0 |
% |
Corporate |
|
|
(9,135 |
) |
|
|
(5,967 |
) |
|
|
(3,168 |
) |
|
|
53.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
9,740 |
|
|
$ |
20,296 |
|
|
$ |
(10,566 |
) |
|
|
-52.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
|
6.0 |
% |
|
|
11.3 |
% |
|
|
|
|
|
|
|
|
Processed Metals |
|
|
6.3 |
% |
|
|
5.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended December 31, |
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) |
|
|
|
2007 |
|
|
2006 |
|
|
$ |
|
|
% |
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
$ |
929,022 |
|
|
$ |
862,287 |
|
|
$ |
66,735 |
|
|
|
7.7 |
% |
Processed Metals |
|
|
382,796 |
|
|
|
371,289 |
|
|
|
11,507 |
|
|
|
3.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,311,818 |
|
|
$ |
1,233,576 |
|
|
$ |
78,242 |
|
|
|
6.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income From Continuing
Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
$ |
91,589 |
|
|
$ |
127,701 |
|
|
$ |
(36,112 |
) |
|
|
-28.3 |
% |
Processed Metals |
|
|
21,757 |
|
|
|
25,587 |
|
|
|
(3,830 |
) |
|
|
-15.0 |
% |
Corporate |
|
|
(32,058 |
) |
|
|
(33,915 |
) |
|
|
1,857 |
|
|
|
-5.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
81,288 |
|
|
$ |
119,373 |
|
|
$ |
(38,085 |
) |
|
|
-31.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
|
9.9 |
% |
|
|
14.8 |
% |
|
|
|
|
|
|
|
|
Processed Metals |
|
|
5.7 |
% |
|
|
6.9 |
% |
|
|
|
|
|
|
|
|
EX-99.2
EXHIBIT 99.2
Gibraltar
Fourth-Quarter 2007
Earnings Conference Call
February 19, 2008
Final
KEN
Thank you Carissa, and welcome to our quarterly conference 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 fourth-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
BRIAN
Thanks, Ken.
Good morning everyone. With me today is Henning Kornbrekke, our President and COO; Dave Kay, our
CFO; and Ken Houseknecht, our VP of Communications and Investor Relations. Thanks for joining us.
This morning, Im going to focus my comments on three main areas:
y First, Ill highlight our 2007 results and the many actions we took last year which
strengthened our business platform and give us positive momentum as we move into the year ahead.
y Next, Ill provide a quick overview of our fourth-quarter results, which Henning and Dave
will discuss in greater detail.
3
y And finally, I want to take a more strategic, longer-term look at the steps we are taking
to transform and position Gibraltar for increased success in the future.
Following that, Dave will discuss our financial results, then Henning will go over our corporate
and segment performance and provide more detail on our outlook for the year ahead.
After our prepared remarks are completed, we will open the call to your questions.
For the year, our sales increased by 6% to
$1.3 billion, which was a function of the acquisitions we made over the last two years. Moreover,
in spite of a very difficult operating environment that intensified as the year progressed, we
generated net income from continuing operations before special charges of $36 million, or $1.19 per
share, in 2007.
4
We also generated positive cash flow, which allowed us to pay off $65 million of debt in the fourth
quarter. As we continue to actively manage our inventory and working capital, our focus is to
continue to pay down debt as we move through 2008.
Importantly, we also initiated a number of actions in 2007 some of which are continuing this year
that will provide positive momentum as we move forward.
y We acquired three companies Dramex, Noll/NorWesCo, and Florence which together added
approximately $160 million of annualized higher-margin sales, broadened our geographic coverage,
and continued to build our niche product leadership positions.
y We continued to divest businesses that no longer provide a good strategic fit or which
cannot meet our performance targets. Last year, we sold our Hubbell Steel service center and a
5
small bath cabinet line. Those businesses had combined annual sales of approximately
$55 million. This process of evaluating our portfolio of companies and businesses is ongoing, and
we will continue to focus our resources and capital on those areas which provide the best strategic
fit and produce the highest returns for our stakeholders.
y Weve also taken a number of steps to lower the cost structure and improve the performance
of our remaining businesses. We will continue to streamline our operations and use Lean
manufacturing techniques to improve the performance of existing businesses. Last year, we
consolidated our two Buffalo-area cold-rolled strip steel facilities into a single operation, and
in total we have consolidated or eliminated 11 facilities since the beginning of 2007, with a
number of additional consolidations underway or planned for 2008.
6
As we said in our news release last week, slower conditions in our two primary markets
residential building and automotive reduced our fourth-quarter results from earlier expectations.
The slowdown in the residential building market deepened in the quarter, and many of our customers
responded by substantially reducing their orders in order to control their inventories, which
adversely affected our volumes and mix. The weakness in the housing and credit markets spilled over
into other areas, including the automotive sector, and our business there was also below our
earlier expectations.
Our fourth-quarter earnings were also negatively impacted by a tax-related charge, as well as some
purchase accounting adjustments, which together resulted in a loss from continuing operations of
$.01 per share.
It is important to note, however, that we had earnings from continuing operations of
7
$1.1 million, or $.03 per share, exclusive of these items.
Our sales in the quarter increased by 11% to $309 million, again driven by our 2007 acquisitions,
in spite of a decline in sales from existing businesses of approximately 5%.
Unfortunately, much of the progress we made in 2007 through acquisitions, divestitures,
improvements to our remaining businesses, and active asset and working capital management has
been obscured by lower volumes and adverse changes to our mix, which are solely a result of the
sharp downturn in our two largest markets. Even though it is not fully apparent in this operating
environment, our many activities to strengthen and strategically transform Gibraltar have better
positioned the Company for new thresholds of performance as the markets we serve return to more
normal levels of activity.
8
It is also important to note that, even if difficult conditions do persist in our two primary
markets and our 2008 business forecast anticipates additional softening in both the residential
building and automotive markets we see opportunities for improvement in the year ahead simply as
a result of streamlining and consolidation efforts completed during 2007, a full year of activity
from our three newest acquisitions without the impact of purchase accounting adjustments which are
behind us now, and the improved operating platform of the business overall.
Longer term, the actions weve taken have positioned us for significantly improved results once the
markets we serve begin to move back toward more historic activity levels.
As we work our way through this slowdown, we have identified a series of additional actions that
will continue to improve Gibraltars core operating characteristics, generate cash flow
9
from operations, and allow us to pay down additional debt, which is a key focus during 2008.
That takes care of my opening comments. At this point, Ill turn the call over to Dave and Henning
for a deeper look at our operational performance.
Dave.
10
DAVE
Thanks, Brian.
As Brian mentioned, our fourth-quarter sales from continuing operations of $309 million dollars
increased by approximately 11% from a year ago directly as a result of our 2007 acquisitions of
Dramex, Noll/NorWesCo, and Florence.
Sales from continuing operations in 2007 were $1.3 billion dollars, up by approximately 6% when
compared to 2006. Exclusive of acquisitions, sales were down by 5% in the quarter and 6% for the
year, largely the result of the slowdown in the residential building market.
Income from operations in the quarter was
$9.7 million dollars, compared to $20.3 million dollars in the fourth quarter of last year. For the
full year of 2007, income from operations was
11
$81.3 million dollars, compared to $119.4 million dollars in 2006.
As noted in our earnings release, our fourth-quarter results from continuing operations were
negatively impacted by an income tax-related charge. As pre-tax income fell below projected levels
at the end of the third quarter, the impact of permanent differences between book and taxable
income caused an increase in the effective tax rate used in the 4th quarter. The result
of this tax adjustment reduced our earnings by approximately $.03 per share.
Fourth-quarter income from continuing operations was also negatively impacted by inventory purchase
accounting adjustments from the Noll/NorWesCo and Florence acquisitions. The impact of expensing
these charges on a pre-tax basis amounted to approximately $700 thousand dollars, or $.01 per share
after tax.
12
Our reported fourth-quarter results from continuing operations, after the effect of these special
items, was a loss of
$332 thousand dollars, or $.01 per share.
Without the special items, our fourth-quarter income from continuing operations would have been
$1.1 million dollars, or $.03 per share.
For the full-year 2007, reported income from continuing operations, was $31.1 million dollars,
compared to $50.1 million dollars in 2006.
Earnings per share from continuing operations in 2007 were $1.03, compared to $1.67 per share in
2006.
Selling, general, and administrative expenses amounted to $38.1 million dollars in the quarter, or
12.3% of sales, compared to $30.2 million dollars, or 10.9% of sales, in the same quarter of last
year. Excluding the effect of acquisitions,
13
which added $5.1 million dollars, SG&A increased $2.9 million dollars from last year.
Fourth-quarter 2006 SG&A costs were favorably impacted by several adjustments, most notably
vacation and workers compensation accrual adjustments, as well as the favorable impact of truing
up bad debt reserves.
Total interest expense amounted to $8.8 million dollars in the quarter, compared to $6.6 million
dollars in the fourth quarter of last year. The increase is primarily the result of higher average
borrowing levels largely as a result of acquisition activity.
From a cash flow perspective, we generated EBITDA from continuing operations of
$19.2 million dollars in the fourth quarter of this year, compared to $26.9 million dollars in the
fourth quarter of 2006. For the full year of 2007, we generated EBITDA of $115.6 million
14
dollars, compared to $145.0 million dollars in 2006.
On a consolidated basis, we turned our inventories 4.8 times during the quarter, compared to 4.0
times in the fourth quarter of last year. In addition, we were able to reduce our inventories by
approximately $16 million dollars in the fourth quarter and $43 million dollars during the year.
In the fourth quarter, we repaid approximately $65 million dollars worth of debt, reducing our
year-end debt-to-total capital ratio to 46% from approximately 49% at the end of the third quarter.
As Brian noted, we will continue to aggressively manage our debt and working capital levels in the
year ahead, with a clear objective of further reducing our debt.
Average days outstanding in receivables were 55 days for both the current and prior-year quarters.
15
Our capital spending amounted to $18.8 million dollars in 2007, which is approximately 71% of
depreciation. We expect to spend a total of $20 to $22 million dollars in 2008, or approximately
70-75% of our projected depreciation expense.
During the year, we also paid out approximately $6 million dollars in dividends.
At December 31, we continued to be in full compliance with all of our debt covenants.
Looking forward to 2008, we will be focusing a great deal of attention on managing the capital we
have invested in the business. We have built specific working capital targets into the operating
plans of each business unit with a goal of further reductions, which combined with cash generated
from operations will permit us to generate more free cash flow and further de-lever the company.
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Now I will turn the call over to Henning for a more detailed analysis of operations.
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HENNING
Thanks, Dave.
Net sales from continuing operations, as Dave noted earlier, were $309 million in the fourth
quarter, up 11% from a year ago.
Our gross margin of 15.5% fell 2.7 percentage points from the fourth quarter of 2006 and our
operating margin of 3.2% was 4.1 percentage points lower than the year-ago quarter. The declines
for the quarter and year were the result of adverse volume and mix changes in our Building Products
segment, higher material costs in our processed metals business, higher SG&A expenses driven by
acquisitions, and unfavorable purchase accounting adjustments.
Looking at the results of our two segments, Building Products had a fourth-quarter sales increase
of 15% to $218 million. The increase was the result of our acquisition of the UK-
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based Expanded Metal Company in November of 2006 and our three 2007 acquisitions, as well as
continued strength in the commercial and industrial building product markets, which helped offset
much lower sales to the retail and new-build housing market. Excluding acquisitions, Building
Products sales were down 9.1%, a function of the 52% decline in housing starts over the last two
years and the approximately 23% decline in the repair and remodel market.
Gross margins were 17.9%, compared to 22.2% in the fourth quarter of 2006, a result of lower
volumes, higher material cost, an unfavorable product mix, and purchase accounting adjustments
related to recent acquisitions.
The operating margin was 6%, compared to 11.3% in the fourth quarter of 2006, a function of the
lower gross margins and higher year-end adjustments to accruals.
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Our Processed Metal Products segment had fourth-quarter sales of $90 million, up 3% from a year
ago, a result of higher material prices.
Our gross margin was 10.3%, up 1.3 percentage points from the year-ago quarter, and the operating
margin was 6.3%, up from 5.4% in the fourth quarter of 2006, driven by improvements at our strip
steel and powdered copper businesses.
At this point, let me provide some perspective on our outlook for 2008.
From its peak at the beginning of 2006, the new housing market has fallen by more than 50 percent,
and some markets like Florida, California, Arizona, and Nevada, areas where we have sizeable
operations are down even more. We are now in the 26th month of the housing market
downturn.
Our 2008 business plan anticipates additional
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softening in the housing and automotive markets. We expect 965,000 single- and multi-family housing
starts in 2008 and an auto build of 14 million. Our business plan also expects macro economic
growth will be slow, with a GDP of 1.5% for the year.
Both the magnitude and length of the current slowdowns indicate that they could stabilize and begin
to rebound later this year.
Our Building Products businesses that are most closely aligned with the new-build housing market
like our structural connectors, metal lath, and some ventilation products will continue to
experience below-normal activity levels. And since these are some of our highest value-added
products, this is adversely affecting our mix and margins.
Helping to offset the lower new-build activity levels are the commercial, industrial, and
international markets, which are still growing.
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In addition, we have closed or consolidated 11 facilities, reduced corporate SG&A by 11%, and
restructured our businesses to run at lower volumes.
We will also benefit from a full-year contribution from our three most recent acquisitions
Dramex, Noll/NorWesCo, and Florence which together added approximately $160 million of
higher-margin sales, primarily in the commercial and industrial markets.
In our Processed Metal Products segment, the consolidation of our Buffalo-area strip steel
facilities, the disposition of our Hubbell assets, continued growth of our powdered metal
operations in China, and steady volumes at our North American powdered metal business will provide
improved margins even at lower volumes for our strip steel business, which are being driven by a
North American auto build that is down approximately 7% from 2007.
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In light of all of these considerations, we expect our 2008 EPS from continuing operations will be
in the range of $1.05 to $1.25, barring a significant change in business conditions.
As we move through the first half of the year, we expect to see the normal seasonal increase in
activity.
As we look further ahead, we will continue to benefit from our 2007 initiatives, including our
many lean projects, facility consolidations, and the continued streamlining of our existing
businesses, all of which have lowered our cost structure.
As a result of these actions and our continued focus on operational excellence and driving out
costs we see opportunity for an improved performance in 2008, even with difficult conditions in
our two primary markets. Longer term, Gibraltar is well positioned to optimize its performance when
the markets we serve
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improve and move back toward their historic levels.
Throughout 2008, we will remain focused on generating progressive improvements in all of our
businesses, carefully managing our assets, maximizing our cash flow to pay down debt, while
continuing to improve Gibraltars core operating characteristics.
At this point, Ill turn the call back over to Brian.
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BRIAN
Thanks, Henning.
Before we open the call to your questions, let me make a couple of closing comments.
In spite of the most severe housing market downturn in a generation, we continued to operate
profitably in 2007 and we made a number of operational improvements to the business. We clearly
ended the year a much stronger company than we began it, even though our financial results may not
be indicative of that fact.
More importantly, as Henning said, we see opportunity for an improved performance in the year
ahead. We believe Gibraltar is strategically well positioned and poised to do well even in a weak
and uncertain economic environment.
When the markets we serve turn for the better, the progress weve made will become readily
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apparent. And with each passing day, we are one day closer to seeing our markets return to more
normal levels as they always have.
That concludes all of our prepared comments for today. At this point, well be glad to open the
call to questions that any of you may have.
Q & A Session
Thank you for joining us this morning, and for your continuing interest in Gibraltar.
Clearly, we believe were taking a wide variety of actions that will both, in the short-term, help
us improve our performance even during these difficult markets, but more importantly, set the stage
for a substantially improved performance once our major markets return to more normal levels of
business activity. And as I said earlier, everyday that were in these markets, were one day
closer to coming out of them.
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We look forward to talking with you again in three months, and updating you on our continued
progress.
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