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) August 7, 2008
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its chapter)
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Delaware
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0-22462
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16-1445150 |
(State or other jurisdiction of
incorporation )
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(Commission File Number)
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(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)).
The information in this Form 8-K, including Exhibits 99.1 and 99.2, shall not be deemed filed for
purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise
subject to liabilities under that Section and shall not be deemed to be incorporated by reference
into any filing of the registrant under the Securities Act of 1933 (the Securities Act) or the
Exchange Act, unless the registrant specifically incorporates it by reference in a document filed
under the Securities Act or the Exchange Act.
ITEM 2.02 Results of Operations and Financial Condition
On August 7, 2008, the registrant announced its financial results for the three and six months
ended June 30, 2008 and certain other information. A copy of the registrants press release
announcing these financial results and certain other information is furnished herewith as
Exhibit 99.1.
Exhibit 99.1 is incorporated by reference under this Item 2.02.
ITEM 7.01 Regulation FD Disclosure
The registrant hosted its second quarter 2008 earnings conference call on August 8, 2008, during
which the registrant presented information regarding its earnings for the quarter and six months
ended June 30, 2008, 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 third
quarter earnings conference call as Exhibit 99.2 to this report. By furnishing this information
under Item 7.01 of Form 8-K, the Registrant makes no admission as to the materiality of any
information in this report that is required to be disclosed solely by reason of Regulation FD.
Exhibit 99.2 is incorporated by reference under this Item 7.01.
ITEM 9.01 Financial Statements and Exhibits
a. Financial Statements of Business Acquired
- Not Applicable
b. Pro Forma Financial Information
- Not Applicable
c. Shell Company Transactions
- Not Applicable
d. Exhibits
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- Exhibit 99.1
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Press Release dated August 7, 2008 |
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- Exhibit 99.2
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Script of Second Quarter Earnings Conference Call
hosted August 8, 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:
August 11, 2008
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GIBRALTAR INDUSTRIES, INC.
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/s/ Kenneth W. Smith
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Name: |
Kenneth W. Smith |
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Title: |
Senior Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1
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Press Release dated August 7, 2008 |
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99.2
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Script of Second Quarter Earnings Conference Call hosted August 8, 2008 |
EX-99.1
Exhibit 99.1
For Immediate Release
August 7, 2008
GIBRALTAR REPORTS SECOND-QUARTER EARNINGS OF $0.67 PER SHARE
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Operating Margin Exceeds 10% for First Time Since 2006, Solid Improvement in Both
Segments |
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Strong Cash Flow from Improved Profits and Reduced Working Capital Used to Further Reduce
Debt |
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Raising 2008 EPS from Continuing Operations, Now Expecting $1.50 to $1.65 |
BUFFALO, NEW YORK (August 7, 2008) Gibraltar Industries, Inc. (NASDAQ: ROCK), a leading
manufacturer, processor, and distributor of products for the building, industrial, and vehicular
markets, today reported results for the quarter and six months ended June 30, 2008.
Sales from continuing operations in the second quarter of 2008 were $379 million, an increase
of six percent compared to $356 million in the second quarter of 2007. Income from continuing
operations increased by 56 percent to $20.3 million in the second quarter of 2008, or $0.67 per
diluted share, compared to $13.0 million, or $0.43 per diluted share, in the second quarter of
2007.
In the first six months of 2008, sales from continuing operations were $705 million, up seven
percent from $661 million in the first half of 2007. Income from continuing operations in the
first six months of 2008 increased by 36 percent to $27.4 million, or $0.91 per diluted share, from
$20.1 million, or $0.67 per diluted share, in the first six months of 2007.
Gibraltars 2007 acquisition activity allowed it to increase sales despite significantly
weaker market conditions in 2008 compared to a year earlier, as these acquisitions added sales of
$22 million in the second quarter and $59 million in the first six months of 2008.
During the second quarter, we built on the progress achieved in the first three months of the
year. We continued to reduce cost, generated higher sales, drove strong earnings growth, and
further strengthened our balance sheet. All of this was accomplished in spite of additional
weakening in two of our primary markets, with housing starts off 32 percent and the North American
auto build down 16 percent compared to the second quarter of 2007, said Brian J. Lipke,
Gibraltars Chairman and Chief Executive Officer.
Our many initiatives to reduce costs, consolidate and streamline our operations, reduce
working capital, and lower our debt allowed us to produce much stronger second-quarter results,
even in an extremely difficult operating environment. In the last 18 months, we have closed or
consolidated 18 facilities, including four in the second quarter. Over that same time, our
operational efficiencies have resulted in improvements in margins, improved our customer service,
and helped to reduce working capital, resulting in reductions in debt of $24 million during the
second quarter, $50 million in the first six months of 2008, and approximately $115 million in the
last nine months, said Henning N. Kornbrekke, Gibraltars President and Chief Operating Officer.
more
Gibraltar Reports Second-Quarter Earnings of $0.67 Per Share
Page Two
We have continued to strategically transform Gibraltar, broadening and diversifying our
business portfolio by increasing our participation in the commercial building, industrial, and
international markets and strengthening our product leadership positions in targeted niche markets,
all of which have improved our core operating characteristics and enhanced our ability to generate
stronger and more consistent results, said Mr. Lipke.
By aggressively lowering Gibraltars cost structure and continuing to improve our margins, we
have been able to offset lower volumes in two of our primary markets. As these markets stabilize
and begin to move back toward more normal activity levels, we are positioned to generate even
stronger results, said Mr. Kornbrekke.
Looking ahead, Mr. Kornbrekke said that the Company expects the normal seasonal slowing in the
second half of the year and that, in light of its strong performance in the first six months of the
year and the momentum from its many operational improvements, its 2008 earnings per share from
continuing operations are now expected to be in the range of $1.50 to $1.65 per share, compared to
previous guidance of $1.05 to $1.25, and $1.03 in 2007, barring a significant change in current
business conditions.
Gibraltar has scheduled a conference call to review its second-quarter results and discuss its
outlook for 2008 on August 8, at 9:00 a.m. ET. Details of the call can be found on Gibraltars Web
site, at http://www.gibraltar1.com. If you are not able to participate in the call, you can listen
to a replay on the Gibraltar Web site. The presentation slides that will be discussed during the
call are expected to be available on Thursday, August 7, by 6:00 p.m. ET. The slides may be
downloaded from the Conference Calls page of the Investor Info section of the Gibraltar website:
http://www.gibraltar1.com/investors/index.cfm?page=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 3,800 employees and
operates 71 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. In addition, such
forward-looking statements could also be affected by general industry and market conditions, as
well as general economic and political conditions. The Company undertakes no obligation to update
publicly any forward-looking statements, whether as a result of new information, future events, or otherwise,
except as may be required by applicable law or regulation.
CONTACT: Kenneth P. Houseknecht, Vice President of Communications and Investor Relations, at
716/826-6500, khouseknecht@gibraltar1.com.
30
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
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June 30, |
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December 31, |
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2008 |
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2007 |
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(unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
26,692 |
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$ |
35,287 |
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Accounts receivable, net of reserve of $4,039 and
$3,482 in 2008 and 2007, respectively |
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214,008 |
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167,595 |
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Inventories |
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228,745 |
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212,909 |
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Other current assets |
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19,193 |
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20,362 |
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Assets of discontinued operations |
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1,536 |
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4,592 |
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Total current assets |
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490,174 |
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440,745 |
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Property, plant and equipment, net |
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266,791 |
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273,283 |
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Goodwill |
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458,386 |
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453,228 |
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Acquired intangibles |
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98,398 |
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96,871 |
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Investments in partnerships |
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2,891 |
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2,644 |
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Other assets |
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14,687 |
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14,637 |
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$ |
1,331,327 |
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$ |
1,281,408 |
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Liabilities and Shareholders Equity |
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Current liabilities: |
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Accounts payable |
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$ |
150,412 |
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$ |
89,551 |
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Accrued expenses |
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54,292 |
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41,062 |
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Current maturities of long-term debt |
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2,728 |
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2,955 |
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Liabilities of discontinued operations |
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657 |
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Total current liabilities |
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207,432 |
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134,225 |
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Long-term debt |
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435,583 |
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485,654 |
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Deferred income taxes |
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78,993 |
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78,071 |
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Other non-current liabilities |
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16,315 |
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15,698 |
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Shareholders equity: |
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Preferred stock, $0.01 par value; authorized: 10,000,000 shares; none outstanding |
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Common stock, $0.01 par value; authorized 50,000,000
shares; issued 30,007,494 and 29,949,229 shares in
2008 and 2007 |
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300 |
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300 |
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Additional paid-in capital |
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221,921 |
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219,087 |
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Retained earnings |
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361,749 |
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337,929 |
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Accumulated other comprehensive income |
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9,462 |
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10,837 |
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|
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593,432 |
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568,153 |
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Less: cost of 64,154 and 61,467 common shares held in treasury in
2008 and 2007 |
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428 |
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393 |
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Total shareholders equity |
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593,004 |
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567,760 |
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$ |
1,331,327 |
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$ |
1,281,408 |
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(in thousands)
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Three Months Ended |
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Six Months Ended |
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June 30, |
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June 30, |
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2008 |
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2007 |
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2008 |
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2007 |
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Net sales |
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$ |
379,208 |
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$ |
356,208 |
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$ |
704,756 |
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$ |
660,546 |
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Cost of sales |
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296,617 |
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|
290,156 |
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566,415 |
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542,743 |
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Gross profit |
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82,591 |
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66,052 |
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138,341 |
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117,803 |
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Selling, general and administrative expense |
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43,816 |
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37,284 |
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81,264 |
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71,620 |
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Income from operations |
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38,775 |
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28,768 |
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57,077 |
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46,183 |
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Other (income) expense: |
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Equity in partnerships income and other income |
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(267 |
) |
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(305 |
) |
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(361 |
) |
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(667 |
) |
Interest expense |
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6,932 |
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|
7,850 |
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14,722 |
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14,691 |
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Total other expense |
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6,665 |
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7,545 |
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14,361 |
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14,024 |
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Income before taxes |
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32,110 |
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|
21,223 |
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42,716 |
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|
32,159 |
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Provision for income taxes |
|
|
11,839 |
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|
|
8,193 |
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|
|
15,327 |
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|
12,090 |
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Income from continuing operations |
|
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20,271 |
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13,030 |
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27,389 |
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|
20,069 |
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Discontinued operations: |
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Loss from discontinued operations before taxes |
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(250 |
) |
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|
(1,773 |
) |
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(913 |
) |
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|
(3,143 |
) |
Income tax benefit |
|
|
(92 |
) |
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|
(669 |
) |
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(337 |
) |
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(1,168 |
) |
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|
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|
|
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Loss from discontinued operations |
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(158 |
) |
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(1,104 |
) |
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(576 |
) |
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(1,975 |
) |
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Net income |
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$ |
20,113 |
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$ |
11,926 |
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$ |
26,813 |
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$ |
18,094 |
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Net income per share Basic: |
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Income from continuing operations |
|
$ |
.68 |
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|
$ |
.44 |
|
|
$ |
.91 |
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|
$ |
.67 |
|
Loss from discontinued operations |
|
|
(.01 |
) |
|
|
(.04 |
) |
|
|
(.02 |
) |
|
|
(.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
.67 |
|
|
$ |
.40 |
|
|
$ |
.89 |
|
|
$ |
.61 |
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|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding Basic |
|
|
29,980 |
|
|
|
29,863 |
|
|
|
29,963 |
|
|
|
29,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share Diluted: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations |
|
$ |
.67 |
|
|
$ |
.43 |
|
|
$ |
.91 |
|
|
$ |
.67 |
|
Loss from discontinued operations |
|
|
|
|
|
|
(.03 |
) |
|
|
(.02 |
) |
|
|
(.07 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
.67 |
|
|
$ |
.40 |
|
|
$ |
.89 |
|
|
$ |
.60 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding Diluted |
|
|
30,139 |
|
|
|
30,144 |
|
|
|
30,129 |
|
|
|
30,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended |
|
|
|
June 30, |
|
|
|
2008 |
|
|
2007 |
|
Cash
flows from operating activities |
|
|
|
|
|
|
|
|
Net income |
|
$ |
26,813 |
|
|
$ |
18,094 |
|
Loss from discontinued operations |
|
|
(576 |
) |
|
|
(1,975 |
) |
|
|
|
|
|
|
|
Income from continuing operations |
|
|
27,389 |
|
|
|
20,069 |
|
Adjustments to reconcile net income to net cash provided by
operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
18,133 |
|
|
|
15,570 |
|
Provision for deferred income taxes |
|
|
(952 |
) |
|
|
(229 |
) |
Equity in partnerships loss (income) and other income |
|
|
(270 |
) |
|
|
(576 |
) |
Distributions from partnerships |
|
|
264 |
|
|
|
493 |
|
Stock compensation expense |
|
|
2,712 |
|
|
|
1,254 |
|
Other noncash adjustments |
|
|
1,251 |
|
|
|
528 |
|
Increase (decrease) in cash resulting from changes
in (net of acquisitions and dispositions): |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
(46,990 |
) |
|
|
(28,627 |
) |
Inventories |
|
|
(16,046 |
) |
|
|
14,539 |
|
Other current assets and other assets |
|
|
1,180 |
|
|
|
1,221 |
|
Accounts payable |
|
|
60,060 |
|
|
|
25,668 |
|
Accrued expenses and other non-current liabilities |
|
|
13,366 |
|
|
|
(2,946 |
) |
|
|
|
|
|
|
|
Net cash provided by continuing operations |
|
|
60,097 |
|
|
|
46,964 |
|
Net cash provided by discontinued operations |
|
|
1,662 |
|
|
|
7,892 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
61,759 |
|
|
|
54,856 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from investing activities |
|
|
|
|
|
|
|
|
Acquisitions, net of cash acquired |
|
|
(8,222 |
) |
|
|
(84,424 |
) |
Purchases of property, plant and equipment |
|
|
(9,440 |
) |
|
|
(9,254 |
) |
Net proceeds from sale of property and equipment |
|
|
540 |
|
|
|
373 |
|
|
|
|
|
|
|
|
Net cash used in investing activities from continuing operations |
|
|
(17,122 |
) |
|
|
(93,305 |
) |
Net cash provided by (used in) investing activities for discontinued operations |
|
|
161 |
|
|
|
(38 |
) |
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(16,961 |
) |
|
|
(93,343 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities |
|
|
|
|
|
|
|
|
Long-term debt reduction |
|
|
(93,922 |
) |
|
|
(1,654 |
) |
Proceeds from long-term debt |
|
|
43,439 |
|
|
|
52,485 |
|
Payment of deferred financing costs |
|
|
(4 |
) |
|
|
(8 |
) |
Payment of dividends |
|
|
(2,993 |
) |
|
|
(2,983 |
) |
Purchase of treasury stock |
|
|
(35 |
) |
|
|
|
|
Net proceeds from issuance of common stock |
|
|
|
|
|
|
93 |
|
Tax benefit from equity compensation |
|
|
122 |
|
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(53,393 |
) |
|
|
47,933 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(8,595 |
) |
|
|
9,446 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year |
|
|
35,287 |
|
|
|
13,475 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
26,692 |
|
|
$ |
22,921 |
|
|
|
|
|
|
|
|
GIBRALTAR INDUSTRIES, INC.
Segment Information
(unaudited)
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) |
|
|
|
2008 |
|
|
2007 |
|
|
$ |
|
|
% |
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
$ |
281,058 |
|
|
$ |
258,209 |
|
|
$ |
22,849 |
|
|
|
8.8 |
% |
Processed Metal Products |
|
|
98,150 |
|
|
|
97,999 |
|
|
|
151 |
|
|
|
0.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sales |
|
|
379,208 |
|
|
|
356,208 |
|
|
|
23,000 |
|
|
|
6.5 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
$ |
39,638 |
|
|
$ |
31,172 |
|
|
$ |
8,466 |
|
|
|
27.2 |
% |
Processed Metal Products |
|
|
8,425 |
|
|
|
5,211 |
|
|
|
3,214 |
|
|
|
61.7 |
% |
Corporate |
|
|
(9,288 |
) |
|
|
(7,615 |
) |
|
|
(1,673 |
) |
|
|
22.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Income from Operations |
|
$ |
38,775 |
|
|
$ |
28,768 |
|
|
$ |
10,007 |
|
|
|
34.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
|
14.1 |
% |
|
|
12.1 |
% |
|
|
|
|
|
|
|
|
Processed Metal Products |
|
|
8.6 |
% |
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) |
|
|
|
2008 |
|
|
2007 |
|
|
$ |
|
|
% |
|
Net Sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
$ |
510,381 |
|
|
$ |
463,347 |
|
|
$ |
47,034 |
|
|
|
10.2 |
% |
Processed Metal Products |
|
|
194,375 |
|
|
|
197,199 |
|
|
|
(2,824 |
) |
|
|
(1.4 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sales |
|
|
704,756 |
|
|
|
660,546 |
|
|
|
44,210 |
|
|
|
6.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from Operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
$ |
60,438 |
|
|
$ |
49,885 |
|
|
$ |
10,553 |
|
|
|
21.2 |
% |
Processed Metal Products |
|
|
12,661 |
|
|
|
10,549 |
|
|
|
2,112 |
|
|
|
20.0 |
% |
Corporate |
|
|
(16,022 |
) |
|
|
(14,251 |
) |
|
|
(1,771 |
) |
|
|
12.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Income from Operations |
|
$ |
57,077 |
|
|
$ |
46,183 |
|
|
$ |
10,894 |
|
|
|
23.6 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Margin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Building Products |
|
|
11.8 |
% |
|
|
10.8 |
% |
|
|
|
|
|
|
|
|
Processed Metal Products |
|
|
6.5 |
% |
|
|
5.3 |
% |
|
|
|
|
|
|
|
|
EX-99.2
Exhibit 99.2
Gibraltar
Second-Quarter 2008
Earnings Conference Call
August 8, 2008
1
KEN H.
Thank you Erika, and welcome to Gibraltars second-quarter 2008 conference call.
Before we begin, I want to remind you that this call contains 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 risk factors are detailed in the Companys 10-K, which can be
viewed on Gibraltars Web site, at www.gibraltar1.com.
If you did not receive the news release on our second-quarter results, you can get a copy on our
Web site. A set of the presentation slides that we will cover during this call is also available on
our Web site.
On our call this morning is Brian Lipke, our Chairman and CEO; Henning Kornbrekke, our
2
President and COO; and Ken Smith, our CFO. Thanks for joining us.
At this point, Id like to turn the call over to Brian.
Brian...
3
BRIAN
Thanks, Ken. Good morning, everyone.
This morning, Im going to focus my comments on two areas. First, Ill give an overview of our
second-quarter and first-half results, followed by Ken Smith and Henning Kornbrekke discussing
those comments in far greater detail. And then, following Ken and Hennings presentations, Ill
provide an update on some of the specific steps we are taking to continue to refine and grow our
business. After that, well open the call to your questions.
During the second quarter, we built on the momentum achieved in the first three months of the year
and set up by actions taken during 2007 and the first quarter of 2008. We generated higher sales,
strong earnings growth, a consolidated operating margin above 10%, further strengthened our balance
sheet, and continued to lower our cost structure. And all of
4
this was accomplished in spite of additional weakening in two of our primary markets as housing
starts were off 32% and the North American auto build was down 16% compared to the second quarter
of 2007.
Our many initiatives to reduce costs, consolidate and streamline our operations, reduce working
capital, and lower our debt allowed us to produce much stronger second-quarter results, even though
we are still in a difficult operating environment.
In addition to our ongoing efforts to lower our cost structure, we continue to benefit from the
actions we took in 2007 to strengthen our portfolio through the acquisitions of Dramex, Noll, and
Florence and the divestitures of Hubbell and our bath cabinet line.
As a direct result of all of these actions, we generated second-quarter sales of $379 million, up
6%, and income from continuing operations
5
of $20.3 million, or $0.67 per diluted share, a 56% increase from a year ago.
In the first six months of 2008, sales of
$705 million grew by 7%, and income from continuing operations increased by 36% to $27.4 million,
or $0.91 per share.
These were strong results, especially in light of the continued weakness in two of our primary
markets and a softening of general economic activity.
As I noted three months ago, the full impact of our progress is being camouflaged by lower volumes
in our businesses that sell to the residential building and automotive markets and that is still
the case presently.
So, to wrap up my opening comments, I think its fair to say our efforts are generating improving
results in spite of weak market conditions and as we continue to refine and
6
grow our business and when the markets we serve begin to rebound, we will get additional leverage
from increased volumes, positioning us for further improving results once that trend begins to
emerge.
Ken, Ill turn it over to you.
7
KEN S.
Thank you, Brian.
Ill continue the discussion with the consolidated results of Gibraltar...summarized on slide #
3.
We had a very strong quarter both segments registered increased revenues which resulted from
the continued strength of our businesses that sell to the commercial building, industrial,
architectural and international markets, PLUS our 2007 acquisitions all of which more than offset
volume declines related to the residential building and automotive markets.
The higher operating income in the quarter and first half of 2008 was fueled by contributions from
the 2007 acquisitions, excellent results from our commercial building and industrial businesses,
and solid improvement from our Processed Metals segment.
8
In fact, both segments turned in strong margin expansion compared to their revenue increases in Q2
- - and helped drive our consolidated operating margin to 10.2% above our 10% target for the first
time since the third quarter of 2006.
The Earnings Per Share results showed double-digit increases compared to the 2007 periods and came
from the reasons I just noted plus lower interest expense and a lower tax rate in the second
quarter of this year.
The Free Cash Flow generated in 2008 was a combination of higher profits and reductions in working
capital and Ill have more detail when I discuss slide #5.
Ill now refer to slide #4, Net Income. The first row on our segments performance Henning
will talk about in his remarks, so Ill explain the other significant differences.
9
Corporate expenses rose primarily as a net result of higher incentive-based compensation related to
the profitability improvement thus far in 2008.
The interest expense in the second quarter of 2008 decreased as a result of lower average interest
rates as compared to the prior-year period.
And, regarding income taxes, weve incurred more expense this year due to the much higher
profitability but our effective tax rate in Q2 2008 and for the 1st half 2008 was 170
basis points lower than the same periods of 2007. The primary rate difference being the timing of
discrete tax adjustments this year and last year that have not been repeated. We expect the
effective tax rate for the full year 2008 to approximate 36.5%.
Moving to slide # 5, Cash Flow, the main contributors to the 2008 improvement came
10
from higher profitability and lower working capital.
As I mentioned earlier, our days of working capital have been trending downward and for
reference, I offer the following numbers:
as of September 30, 2007 and December 31, 2007, days of working capital approximated 100,
as of March 31, 2008, we had 87 days invested in working capital,
and as of June 30, 2008, we were down to 68 days.
So, our businesses are clearly making good strides in this important area.
Moving ahead to slide #6, the Balance Sheet, total debt was reduced by $24 million
in the second quarter by $50 million thus far in 2008, and since September 30 of last year down
$115 million. And I used September of last year, because that was just after the date of our
11
last acquisition, Florence, which was made in August 2007. And, also you can note that our
debt-to-capitalization has scaled down nicely.
At this point, Henning will review the performance of our two segments and update our outlook for
the balance of 2008.
12
HENNING
Thanks, Ken.
Our company-wide gross margin of 21.8% increased by 3.3 percentage points and our operating margin
of 10.2% increased by 2.1 percentage points compared to the second quarter of 2007.
As Ken noted, this was our best quarterly operating margin since the housing market collapse began,
and it was driven by strong results from our commercial building, industrial, and international
businesses, improved performance in our strip steel operations, and overall contributions from our
lean processes, which are embedded in all our businesses.
Turning to Slide #7, you can see that our Building Products segment had a second-quarter
sales increase of 9% to $281 million, with the sales from our newly acquired companies
13
providing the majority of the revenue increase.
Continued strength in the commercial and industrial building products, plus pricing at market, has
helped offset lower unit volume sales to the retail and new-build housing markets. Sales in the
first six months of the year followed a similar pattern.
Gross margins for this segment were 24.8%, an increase of 2.7 percentage points compared to the
second quarter of 2007. The operating margin was 14.1%, up 2 percentage points from the prior-year
period. Operational efficiency gains and an improved mix in our commercial/industrial businesses
more than offset unit volume declines in the retail and new-build markets.
Looking ahead at Slide #8, our Processed Metals segment had second-quarter sales nearly
equivalent to the same period in 2007. Market dynamics and competitive pressures reduced
14
unit volumes in our strip steel business, which was offset by higher revenues in our copper powder
business. The higher revenues were driven by pricing to market.
The second-quarter gross margin was 13.1%, an increase of 4.0 percentage points, and the operating
margin of 8.6% increased 3.3 percentage points quarter over quarter. The continued growth of our
SCM-China business, improving strip steel operating characteristics, and pricing to market all
contributed to the margin improvement.
At this point, Ill describe our current expectations for the balance of 2008, which is outlined on
Slide #9.
As you know, the housing and auto markets did not improve in the second quarter of 2008, and we do
not anticipate any material improvement in either market in the last two quarters of this year.
15
With six months of activity in the books, we are staying with our full-year estimate of 900,000
housing starts, which we lowered from 950,000 three months ago. Our commercial building,
industrial, and international businesses are still growing. We are also leaving our 2008 GDP
forecast at 1% unchanged.
In light of the changed automotive market, we are lowering our estimate for the 2008 North American
auto build to a range of 13-14 million units, from 14 million units going into the year. Our
recapturing of business that we had lost will mitigate, if not eliminate, any impact on Gibraltar,
even at lower industry volume levels.
It is worth noting that the shift away from trucks and SUVs to more fuel-efficient cars should
actually increase the demand for certain components that use the steel supplied by our Processed
Metals segment, where we have a product leadership position. And, as I noted earlier, we continue
to gain additional strip steel
16
business from former and new customers as a result of the efforts of our revamped management team
and marketing focus. We are also continuing to win business from the new domestics and their
suppliers, while also finding non-automotive customers for our products.
Turning to Slide #10, while we do expect the normal seasonal slowing in the second half of
the year, in light of our strong performance in the first six months of 2008 and the momentum from
our many operational improvements, we are increasing our guidance for EPS from continuing
operations to a range of $1.50 to $1.65, from our previous guidance of $1.05 to $1.25, and $1.03 in
2007, barring a significant change in current business conditions.
We continue to reshape and reposition the company at a good pace, and our results in the first half
of this year and our expectations for the second half especially in light of difficult
17
market conditions are evidence of our progress and the momentum we are gaining.
It is important to note that we do not view our many lean initiatives or the efforts to lower our
cost structure as a project, or just a response to the current conditions in the market. This is a
process we have embedded at Gibraltar, a commitment to continuous improvement that will always be
part of how we do business.
We have also strengthened our focus on product and market development, which will allow us to
generate more of our growth organically.
Were on track for a strong performance in 2008 in spite of tough markets, and I want to thank the
3,800 men and women on the Gibraltar Team for their great work!
At this point, Ill turn the call back over to Brian.
18
BRIAN
Thanks, Henning.
Before we open the call to your questions, I have a couple of brief closing comments that Id like
to make.
As youve heard today and on our recent calls, we are taking a number of steps to build a stronger
operating platform at Gibraltar.
Some of our key initiatives include:
y Lowering our cost structure through a number of actions, including streamlining and
consolidating our operations.
y We have also made solid progress lowering our working capital, through improved inventory
control, and bringing our DSO and DPO into much better alignment.
19
y Better working capital management and improved profitability will help improve our return
on capital, which remains a high priority for Gibraltar.
y Our improved cash flow has enabled us to pay down $115 million in debt in the last nine
months and we expect to further reduce our debt in the second half of 2008.
y We continue to restructure our business portfolio acquiring companies with better
performance characteristics, like our three 2007 acquisitions, and 2 divestitures accomplished
during 2007.
y We have Lean Manufacturing initiatives underway across our company and we continue to
identify ways to improve all of our operations and eliminate non value-added activities.
We are continuing to refine and grow our business and we are well positioned to capitalize
20
on increased volume once the markets we serve begin to rebound.
That concludes our prepared comments for today. At this point, well open the call to questions you
may have.
Q & A Session
Thank you for participating in our call today.
I think its fair to say that the actions that weve taken have repositioned the company. And as
market trends begin to improve, I think were in a position for continuing improvements in our
performance.
We look forward to talking with you again in three months.
21