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

GIBRALTAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware		0-22462		16-1445150
(State or other jurisdiction of incorporation )		(Commission File Number)		(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
(Registrant’s 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))

 

 

TABLE OF CONTENTS

Item 2.02 Results of Operations and Financial Condition.
Item 7.01 Regulation FD Disclosure.
Item 9.01 Financial Statements and Exhibits.
SIGNATURE
EX-99.1

Item 2.02 Results of Operations and Financial Condition.

                and

Item 7.01 Regulation FD Disclosure

The following information is furnished pursuant to both Item 2.02 and Item 7.01:

On February 24, 2010, Gibraltar Industries, Inc. (the “Company”) issued a news release reporting results for the three months and year ended December 31, 2009. A copy of the news release (the “Release”) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information in this Form 8-K under the captions Items 2.02 and 7.01 and Item 9.01, including Exhibit 99.1, 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 9.01 Financial Statements and Exhibits

     (a)-(c) Not Applicable

     (d)       Exhibits:

Exhibit No.				Description
99.1				News Release issued by Gibraltar Industries, Inc. on February 24, 2010

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

For Immediate Release
February 24, 2010

GIBRALTAR REPORTS FOURTH-QUARTER AND 2009 RESULTS

	•		Cash from Operations was $132 Million, or 16% of Revenues, in 2009
	•		Debt Reduced by $99 Million, or 28% in 2009, Lowering Debt to Cap Ratio to 33%
	•		Fourth Quarter Demand Sluggish; Revenues Down 25% from Q4 2008
	•		Special Charges, Primarily for Non-Cash Impairments, Totaled $0.85 per Share

     BUFFALO, NEW YORK (February 24, 2010) — Gibraltar Industries, Inc. (NASDAQ: ROCK), a leading manufacturer and distributor of products for the building and industrial markets, today reported its results for the three and twelve months ended December 31, 2009. The reported results include the Processed Metal Products segment as part of continuing operations for 2009 and prior periods. The majority of this segment was sold subsequent to year end, as announced on February 1, 2010.

     Fourth-quarter sales decreased 25% to $187 million compared to the fourth quarter of 2008, as unit volumes fell with weaker-than-expected business conditions in the residential building, construction, and industrial markets, together with lower price realization on certain product lines. In spite of the significantly lower sales, the Company reported substantially improved profitability driven by its restructuring of the business along with its cost cutting activities and a lowered break even point resulting in a much smaller loss from continuing operations before special charges. The fourth quarter 2009 loss from continuing operations before special charges was $3.1 million, or $0.10 per diluted share, compared to a loss from continuing operations before special charges of $9.5 million, or $0.32 per diluted share, in the fourth quarter of 2008. After-tax special charges amounted to $25.6 million, or $0.85 per diluted share, and $0.5 million, or $0.01 per diluted share, during the fourth quarters of 2009 and 2008, respectively. These charges included $25.4 million of intangible asset impairment charges during 2009, exit activity costs related to the restructuring of our business for both periods, and a write down of deferred financing costs as a result of early payment of our term loan during the fourth quarter of 2009. The combined effect of the items above resulted in a GAAP loss from continuing operations of $28.7 million, or $0.95 per diluted share, in the fourth quarter of 2009, compared to a loss of $10.0 million, or $0.33 per diluted share, in the fourth quarter of 2008.

     For the twelve months ended December 31, 2009, the prolonged and deep downturn in all of the Company’s end markets sharply reduced unit volumes, lowering sales to $834 million, a decrease of 32% compared to 2008. The full year loss from continuing operations before special charges in 2009 was $7.4 million, a $0.25 loss per diluted share, compared to income from continuing operations before special charges of $38.0 million, or $1.26 per diluted share, in 2008. After-tax special charges amounted to $44.4 million, or $1.47 per diluted share, and $4.6 million, or $0.15 per diluted share, during 2009 and 2008, respectively. These charges included $40.4 million of intangible asset impairment charges during 2009, exit activity costs and asset impairment charges related to the restructuring of our business for both periods, and a write down of deferred financing costs in 2009. The sum of the items above resulted in a loss from continuing operations of $1.72 per diluted share in 2009, compared to earnings of $1.11 per diluted share in 2008.

Gibraltar Reports Fourth-Quarter and 2009 Results
Page Two

     In addition to the decline in unit volume in 2009, the Company also experienced reduced margins from the precipitous decrease in commodity costs that led to high cost inventory being sold at lowered customer selling prices during the first three quarters of 2009. The Company estimated the effect, primarily experienced by its Processed Metal Products segment, as having increased the 2009 loss from continuing operations per share by between $0.25 and $0.30. “We are entering 2010 with balanced inventory costs and selling price spreads. With the sale of our Processed Metal Products segment earlier this month, we now expect to have a far more stable and higher margin business,” said Brian J. Lipke, Gibraltar’s Chairman and Chief Executive Officer.

     “In spite of historically weak demand levels in all of our major end markets, we made continued progress positioning Gibraltar for significantly improved results as business volumes begin to rebound. We aggressively cut costs and significantly lowered our breakeven point, and we implemented a series of steps to substantially reduce working capital and preserve cash, pay down debt, and strengthen our balance sheet. In the last two years, we closed 34% of our facilities, reduced employment by 38%, lowered working capital by $164 million or 54%, and paid down debt by $230 million, or 47%. As of December 31, 2009, we had debt outstanding of $257 million, and a debt-to-capitalization ratio of 33%,” noted Mr. Lipke.

     On February 1, 2010, Gibraltar sold the majority of the assets of its non-core Processed Metal Products segment. Proceeds from the sale were $30.1 million. Previously, the Company had generated $44 million of cash from the reduction of its investment in this business since September 30, 2008, plus we expect to realize an additional $23 million of cash upon the liquidation of the remaining net assets not included in the sale. When completed, we expect to have realized in excess of $95 million of cash which the Company has used or will use to pay down debt. “This sale finalized our exit from the steel processing business, a process that started four years ago, and our energy and resources will focus on our higher-margin, higher-growth building and industrial businesses, which we expect to generate better returns for our shareholders,” noted Mr. Lipke.

     “With most of our restructuring activities and costs now behind us, a stronger balance sheet, improved liquidity, and better alignment between raw material costs and selling prices, even slight improvements in end-market activity levels can produce meaningful gains in profitability, as we saw in the middle two quarters of 2009. As our end markets show more signs of a sustainable recovery, we will begin to step back into the acquisition arena,” said Henning N. Kornbrekke, Gibraltar’s President and Chief Operating Officer.

     “In spite of unexpected weakness in the fourth quarter, we believe the economy and our end markets are on the front end of a recovery. We see the first quarter reflecting a similar environment and challenges as were faced during the fourth quarter of 2009 with improvement beginning thereafter and continuing throughout the year. Some of our businesses are experiencing increases in remodeling/repair activity. Coupled with expected seasonal increases in demand, we are anticipating a return to profitability in the second and third quarters and for the full year,” said Mr. Kornbrekke.

—more—

Gibraltar Reports Fourth-Quarter and 2009 Results
Page Three

     Gibraltar has scheduled a conference call to review its results for the fourth quarter of 2009 tomorrow, February 25, 2010, starting at 9:00 am ET. A link to the call can be accessed on Gibraltar’s Web site, at http://www.gibraltar1.com. The presentation slides that will be discussed during the call are expected to be available on Wednesday, February 24, by 6:00 p.m. ET. The slides may be downloaded from the Conference Calls page of the Investor Info section of the Gibraltar Web site: http://www.gibraltar1.com/investors/index.cfm?page=48. If you are not able to participate in the call, you may listen to a replay or review a copy of the prepared remarks via the link above. Both will be available on the Gibraltar Web site shortly following the call. The conference call replay link, presentation slides, and prepared remarks will remain on the Gibraltar Web site for one year.

     Gibraltar Industries serves customers in a variety of industries in all 50 states and throughout the world from facilities in the United States, Canada, England, Germany, and Poland. Gibraltar’s common stock is a component of the S&P SmallCap 600 and the Russell 2000^® Index.

     To supplement Gibraltar’s consolidated financial statements presented on a GAAP basis, Gibraltar also presented certain non-GAAP financial data in this news release. Non-GAAP financial data excluded special charges consisting of intangible asset impairment charges recorded during the quarters ended March 31, 2009 and December 31, 2009, exit activity costs and related asset impairment charges primarily associated with the closing and consolidation of our facilities, and the write down of deferred financing fees due to the amendment of our senior credit agreement. These non-GAAP adjustments are shown in the non-GAAP reconciliation of results excluding special charges provided in the financial statements that accompany this news release. We believe that presentation of results excluding special charges provides meaningful supplemental data to investors, as well as management, that is indicative of the Company’s core operating results and facilitates comparison of operating results across reporting periods as well as comparison with other companies. Special charges are excluded since they may not be considered directly related to our ongoing business operations. These non-GAAP measures should not be viewed as a substitute for our GAAP results, and may be different than non-GAAP measures used by other companies.

     Information contained in this release, other than historical information, should be considered forward-looking and may be subject to a number of risk factors and uncertainties. Risk factors that could affect these statements include, but are not limited to, the following: the availability of raw materials and the effects of changing raw material prices on the Company’s results of operations; energy prices and usage; changing demand for the Company’s products and services; changes in the liquidity of the capital and credit markets; 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 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, Investor Relations, at 716/826-6500, ext. 3229, khouseknecht@gibraltar1.com.

GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
		2009				2008				2009				2008
Net sales		$	187,168			$	249,374			$	834,218			$	1,232,299
Cost of sales			153,597				221,397				709,239				1,003,513
Gross profit			33,571				27,977				124,979				228,786
Selling, general and administrative expense			32,990				35,756				116,915				147,317
Intangible asset impairment			34,597				—				60,098				—
(Loss) income from operations			(34,016	)			(7,779	)			(52,034	)			81,469
Interest expense			(6,306	)			(6,918	)			(25,915	)			(29,235	)
Equity in partnership’s income (loss) and other income			153				(82	)			316				724
(Loss) income before taxes			(40,169	)			(14,779	)			(77,633	)			52,958
(Benefit of) provision for income taxes			(11,485	)			(4,815	)			(25,761	)			19,553
(Loss) income from continuing operations			(28,684	)			(9,964	)			(51,872	)			33,405
Discontinued operations:
Loss from discontinued operations before taxes
			(1,179	)			(14,448	)			(731	)			(10,948	)
Benefit of income taxes			(470	)			(2,433	)			(578	)			(1,611	)
Loss from discontinued operations			(709	)			(12,015	)			(153	)			(9,337	)
Net (loss) income		$	(29,393	)		$	(21,979	)		$	(52,025	)		$	24,068
Net (loss) income per share — Basic
(Loss) income from continuing operations		$	(0.95	)		$	(0.33	)		$	(1.72	)		$	1.11
Loss from discontinued operations			(0.02	)			(0.40	)			(0.01	)			(0.31	)
Net (loss) income		$	(0.97	)		$	(0.73	)		$	(1.73	)		$	0.80
Weighted average shares outstanding — Basic			30,163				30,011				30,135				29,981
Net (loss) income per share — Diluted
(Loss) income from continuing operations		$	(0.95	)		$	(0.33	)		$	(1.72	)		$	1.11
Loss from discontinued operations			(0.02	)			(0.40	)			(0.01	)			(0.31	)
Net (loss) income		$	(0.97	)		$	(0.73	)		$	(1.73	)		$	0.80
Weighted average shares outstanding — Diluted			30,163				30,011				30,135				30,193

GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)

		December 31,
		2009				2008
Assets
Current assets:
Cash and cash equivalents		$	23,596			$	11,308
Accounts receivable, net			93,421				123,272
Inventories			107,770				189,935
Other current assets			25,709				22,228
Assets of discontinued operations			655				1,486
Total current assets			251,151				348,229
Property, plant, and equipment, net			227,420				243,619
Goodwill			392,704				443,925
Acquired intangibles			82,182				87,373
Investment in partnership			2,474				2,477
Other assets			18,037				20,736
		$	973,968			$	1,146,359
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	68,464			$	76,168
Accrued expenses			40,144				46,305
Current maturities of long-term debt			408				2,728
Total current liabilities			109,016				125,201
Long-term debt			256,874				353,644
Deferred income taxes			62,832				79,514
Other non-current liabilities			17,020				19,513
Shareholders’ equity:
Preferred stock $.01 par value; authorized 10,000,000 shares; none outstanding			—				—
Common stock, $.01 par value; authorized 50,000,000 shares; 30,295,084 and 30,061,550 shares issued at December 31, 2009 and 2008, respectively			303				301
Additional paid-in capital			227,362				223,561
Retained earnings			303,982				356,007
Accumulated other comprehensive (loss) income			(2,230	)			(10,825	)
Cost of 150,903 and 75,050 common shares held in treasury at December 31, 2009 and 2008, respectively			(1,191	)			(557	)
Total shareholders’ equity			528,226				568,487
		$	973,968			$	1,146,359

GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

		Year Ended December 31,
		2009				2008
Cash Flows from Operating Activities
Net (loss) income		$	(52,025	)		$	24,068
Loss from discontinued operations			(153	)			(9,337	)
(Loss) income from continuing operations			(51,872	)			33,405
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization			32,413				33,907
Intangible asset impairment			60,098				—
Provision for deferred income taxes			(17,671	)			1,574
Equity in partnerships’ (income) loss			(153	)			(447	)
Distributions from partnerships’ income			156				609
Stock compensation expense			4,407				4,586
Non-cash charges to interest expense			3,382				2,007
Other non-cash adjustments			335				4,105
Increase (decrease) in cash from changes in (net of acquisitions):
Accounts receivable			34,845				12,273
Inventories			83,920				1,770
Other current assets and other assets			(6,782	)			3,913
Accounts payable			(7,539	)			(8,722	)
Accrued expenses and other non-current liabilities			(4,525	)			9,149
Net cash provided by continuing operations			131,014				98,129
Net cash provided by discontinued operations			585				9,745
Net cash provided by operating activities			131,599				107,874
Cash Flows from Investing Activities
Acquisitions and additional considerations for acquisitions			(4,949	)			(8,724	)
Net proceeds from sale of business			—				35,202
Purchases of property, plant, and equipment			(10,813	)			(21,595	)
Net proceeds from sale of property, plant, and equipment			299				2,692
Net cash (used in) provided by investing activities from continuing operations			(15,463	)			7,575
Net cash used in investing activities for discontinued operations			—				(501	)
Net cash (used in) provided by investing activities			(15,463	)			7,074
Cash-Flows from Financing Activities
Long-term debt payments			(182,401	)			(184,937	)
Proceeds from long-term debt			83,022				53,439
Payment of deferred financing costs			(2,383	)			(104	)
Payment of dividends			(1,499	)			(5,985	)
Net proceeds from issuance of common stock			47				250
Tax benefit from equity compensation			—				(362	)
Purchase of treasury stock at market prices			(634	)			(164	)
Net cash (used in) provided by financing activities from continuing operations			(103,848	)			(137,863	)
Net cash used in financing activities from discontinued operations			—				(1,064	)
Net cash (used in) provided by financing activities			(103,848	)			(138,927	)
Net increase (decrease) in cash and cash equivalents			12,288				(23,979	)
Cash and cash equivalents at beginning of year			11,308				35,287
Cash and cash equivalents at end of year		$	23,596			$	11,308

GIBRALTAR INDUSTRIES, INC.
SEGMENT INFORMAITON
(in thousands)

		Three Months Ended December 31,
										Increase (Decrease)
		2009				2008				$				%
Net Sales
Building Products		$	144,110			$	198,965			$	(54,855	)			(27.6	)%
Processed Metals			43,058				50,409				(7,351	)			(14.6	)%
Consolidated		$	187,168			$	249,374			$	(62,206	)			(24.9	)%
Operating Income (Loss) *
Building Products		$	5,692			$	1,218			$	4,474				367.3	%
Processed Metals			2,373				(1,151	)			3,524			nmf
Corporate			(7,337	)			(6,962	)			(375	)			5.4	%
Consolidated		$	728			$	(6,895	)		$	7,623			nmf
Operating Margin *
Building Products			4.0	%			0.6	%
Processed Metals			5.5	%			(2.3	)%
Consolidated			0.4	%			(2.7	)%

		Twelve Months Ended December 31,
										Increase (Decrease)
		2009				2008				$				%
Net Sales
Building Products		$	691,771			$	986,840			$	(295,069	)			(29.9	)%
Processed Metals			142,447				245,459				(103,012	)			(42.0	)%
Consolidated		$	834,218			$	1,232,299			$	(398,081	)			(32.3	)%
Operating Income (Loss) *
Building Products		$	45,581			$	99,154			$	(53,573	)			(54.0	)%
Processed Metals			(12,280	)			19,238				(31,518	)		nmf
Corporate			(20,212	)			(29,569	)			9,357				(31.6	)%
Consolidated		$	13,089			$	88,823			$	(75,734	)			(85.3	)%
Operating Margin *
Building Products			6.6	%			10.1	%
Processed Metals			(8.7	)%			7.8	%
Consolidated			1.6	%			7.2	%

GIBRALTAR INDUSTRIES, INC.
Non-GAAP Reconciliation of Results Excluding Special Charges
(unaudited)
(in thousands, except per share data)

		Three Months Ended December 31, 2009
		As				Impairment												Results
		Reported				And Exit				Deferred				Intangible				Excluding
		In GAAP Statements				Activity Costs				Financing Costs				Asset Impairment				Special Charges
(Loss) income from operations
Building Products		$	(29,023	)		$	118			$	—			$	34,597			$	5,692
Processed Metal Products			2,344				29				—				—				2,373
Corporate			(7,337	)			—				—				—				(7,337	)
Consolidated			(34,016	)			147				—				34,597				728
Interest expense			(6,306	)			—				270				—				(6,036	)
Equity in partnerships’ income and other income			153				—				—				—				153
Loss before income taxes			(40,169	)			147				270				34,597				(5,155	)
Benefit of income taxes			(11,485	)			51				101				9,245				(2,088	)
Loss from continuing operations		$	(28,684	)		$	96			$	169			$	25,352			$	(3,067	)
Loss from continuing operations per share — diluted		$	(0.95	)		$	0.00			$	0.01			$	0.84			$	(0.10	)
Operating margin
Building Products			(20.1	)%			0.1	%			0.0	%			24.0	%			4.0	%
Processed Metal Products			5.4	%			0.1	%			0.0	%			0.0	%			5.5	%
Consolidated			(18.2	)%			0.1	%			0.0	%			18.5	%			0.4	%

		Year Ended December 31, 2009
		As				Impairment												Results
		Reported				And Exit				Deferred				Intangible				Excluding
		In GAAP Statements				Activity Costs				Financing Costs				Asset Impairment				Special Charges
(Loss) income from operations
Building Products		$	(16,809	)		$	2,292			$	—			$	60,098			$	45,581
Processed Metal Products			(14,341	)			2,061				—				—				(12,280	)
Corporate			(20,884	)			293				379				—				(20,212	)
Consolidated			(52,034	)			4,646				379				60,098				13,089
Interest expense			(25,915	)			—				1,424				—				(24,491	)
Equity in partnerships’ income and other income			316				—				—				—				316
Loss before income taxes			(77,633	)			4,646				1,803				60,098				(11,086	)
Benefit of income taxes			(25,761	)			1,765				685				19,661				(3,650	)
Loss from continuing operations		$	(51,872	)		$	2,881			$	1,118			$	40,437			$	(7,436	)
Loss from continuing operations per share — diluted		$	(1.72	)		$	0.10			$	0.03			$	1.34			$	(0.25	)
Operating margin
Building Products			(2.4	)%			0.3	%			0.0	%			8.7	%			6.6	%
Processed Metal Products			(10.1	)%			1.4	%			0.0	%			0.0	%			(8.7	)%
Consolidated			(6.2	)%			0.6	%			0.0	%			7.2	%			1.6	%

GIBRALTAR INDUSTRIES, INC.
Non-GAAP Reconciliation of Results Excluding Special Charges
(unaudited)
(in thousands, except per share data)

		Three Months Ended December 31, 2008
		As				Impairments				Results
		Reported In				And Exit				Excluding
		GAAP Statements				Activity Costs				Special Charges
(Loss) income from operations
Building Products		$	584			$	634			$	1,218
Processed Metal Products			(1,401	)			250				(1,151	)
Corporate			(6,962	)			—				(6,962	)
Consolidated			(7,779	)			884				(6,895	)
Interest expense			(6,918	)			—				(6,918	)
Equity in partnerships’ loss and other expense			(82	)			—				(82	)
Loss before income taxes			(14,779	)			884				(13,895	)
Benefit of income taxes			(4,815	)			385				(4,430	)
Loss from continuing operations		$	(9,964	)		$	499			$	(9,465	)
Loss from continuing operations per share — diluted		$	(0.33	)		$	0.01			$	(0.32	)
Operating margin
Building Products			0.3	%			0.3	%			0.6	%
Processed Metal Products			(2.8	)%			0.5	%			(2.3	)%
Consolidated			(3.1	)%			0.4	%			(2.7	)%

		Year Ended December 31, 2008
		As				Impairments				Results
		Reported In				And Exit				Excluding
		GAAP Statements				Activity Costs				Special Charges
Income from operations
Building Products		$	94,522			$	4,632			$	99,154
Processed Metal Products			17,655				1,583				19,238
Corporate			(30,708	)			1,139				(29,569	)
Consolidated			81,469				7,354				88,823
Interest expense			(29,235	)			—				(29,235	)
Equity in partnerships’ income and other income			724				—				724
Income before income taxes			52,958				7,354				60,312
Provision for income taxes			19,553				2,714				22,267
Income from continuing operations		$	33,405			$	4,640			$	38,045
Income from continuing operations per share — diluted		$	1.11			$	0.15			$	1.26
Operating margin
Building Products			9.6	%			0.5	%			10.1	%
Processed Metal Products			7.2	%			0.6	%			7.8	%
Consolidated			6.6	%			0.6	%			7.2	%