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 25, 2011 (February 24, 2011)

GIBRALTAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation )		0-22462 (Commission File Number)		16-1445150 (IRS Employer Identification No.)

3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)

(716) 826-6500
(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

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, 2011, Gibraltar Industries, Inc. (the “Company”) issued a news release reporting results for the three months and year ended December 31, 2010. 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 the Release, 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 Company under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, unless the Company 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, 2011

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.

Date: February 25, 2011

     Exhibit 99.1

Contact:
Kenneth Smith
Chief Financial Officer
716.826.6500 ext. 3217
kwsmith@gibraltar1.com.

Gibraltar Announces Fourth-Quarter and Year-End 2010 Results

Nonresidential Product Demand Drives 7% Net Sales Growth

Strong Free Cash Flow and Lower Working Capital Fuel 37% Reduction in Net Debt

Buffalo, New York, February 24, 2011 — Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and distributor of products for building markets, today reported its financial results for the three and 12 months ended December 31, 2010.

Management Comments on Financial Results

“Our fourth-quarter and 2010 results were in alignment with our forecast and our strategy to continually reduce expenses and improve efficiencies,” said Gibraltar Chairman and Chief Executive Officer Brian Lipke. “Streamlining our operations allowed us to generate strong free cash flow while reducing working capital during the year. These gains strengthened both our business and our balance sheet, enabling us to continue capitalizing on Gibraltar’s competitive strengths despite weak demand in the majority of our key markets.”

“Gibraltar’s net sales for the fourth quarter of 2010 grew 7% year-over-year, reflecting our sustained focus on marketing, customer service and product innovation,” said Gibraltar President and Chief Operating Officer Henning Kornbrekke. “These top-line results were stronger than we expected, primarily due to a shift in our business mix toward sales of products for the nonresidential market. For full-year 2010, net sales decreased slightly from 2009 as single-digit growth in the nonresidential market was offset by lower residential sales. For the fourth quarter and full-year 2010, sales to wholesale distributors, service centers and dealers increased from the comparable periods in 2009, while sales to home centers decreased.”

“We completed the restructuring of three business units and consolidated five more facilities in the fourth quarter,” said Kornbrekke. “In addition to continuing to improve our performance in manufacturing and customer delivery, we have invested in systems that are enhancing our supply chain planning and procurement processes and inventory management capabilities. Although increases in steel and other raw material prices affected our fourth-quarter 2010 results, these business improvements moderated the impact on our full-year results, and we expect them to enable us to better manage the continuing commodity volatility we anticipate for the year ahead.”

For the fourth quarter of 2010, net sales increased 7% to $153.7 million from $144.1 million for the fourth quarter of 2009. The company’s GAAP loss from continuing operations for the fourth quarter of 2010 was $76.2 million, or $2.51 per diluted share, compared with $29.8 million, or $0.99 per diluted share, for the fourth quarter 2009. The GAAP loss from continuing operations for the fourth quarter of 2010 included after-tax special charges of $62.7

million of intangible asset impairment, $4.7 million for exit activity costs related to business restructuring, and $2.4 million of deferred tax valuation allowances. After-tax special charges for the fourth quarter of 2009 included $25.4 million of intangible asset impairment and $0.2 million for exit activity costs related to business restructuring and a write down of deferred financing costs as a result of early payment of the company’s term loan.

The company’s fourth-quarter 2010 non-GAAP loss from continuing operations before special charges was $6.4 million, or $0.21 per share, compared with a loss of $4.2 million, or $0.14 per share, in the fourth quarter of 2009.

Gross margin before special charges decreased to 16% in the fourth quarter of 2010 from 20% in the fourth quarter of 2009. The decrease was primarily due to less favorable alignment between costs and selling prices, partially offset by higher unit sales volume and operating efficiency.

Selling, general and administrative expense before special charges decreased 7% to $28.7 million for the fourth quarter of 2010 from $30.7 million in the fourth quarter of 2009. The decrease was primarily the result of lower compensation and benefits expenses on reduced staffing levels.

For the 12 months ended December 31, 2010, net sales decreased 1% to $685.1 million from $691.8 million in 2009. The company’s GAAP loss from continuing operations for full-year 2010 was $73.4 million, or $2.42 per diluted share, compared with $41.1 million, or $1.36 per diluted share, in 2009. The GAAP loss from continuing operations for 2010 included after-tax special charges of $62.6 million for intangible asset impairment, $5.5 million for exit activity costs related to business restructuring, $2.4 million of deferred tax valuation allowances, and $0.9 million for an ineffective interest rate swap. The 2009 after-tax special charges included $40.4 million of intangible asset impairment, $1.5 million for exit activity costs related to business restructuring, and $1.2 million for a write down of deferred financing costs as a result of amending the senior credit agreement and early payment of the company’s term loan.

The company’s full-year 2010 non-GAAP loss from continuing operations before special charges was $2.0 million, or $0.07 per share, compared with income from continuing operations before special charges of $2.1 million, or $0.07 per share, in 2009.

Gross margin before special charges for 2010 decreased to 18% from 19% in 2009 on a 1% decline in sales. The decrease in gross margin was primarily due to the net effect of increased raw material costs, partially offset by improved operating efficiencies.

Selling, general and administrative expenses before special charges increased 2% to $108.7 million in 2010 from $106.7 million in 2009, primarily due to higher variable compensation.

Liquidity and Capital Resources

•

Gibraltar’s liquidity was $146.7 million as of December 31, 2010, including cash on hand of $60.9 million.

•

The company generated free cash flow of $60.7 million, or 9% of sales, for the year ended December 31, 2010, consisting of cash generated by operations of $69.2 million less capital expenditures of $8.5 million.

•

As a result, Gibraltar reduced net debt outstanding by $87.4 million, or 37%, to $146.3 million as of December 31, 2010 from $233.7 million as of December 31, 2009.

Outlook

“The early indicators in 2011 support our forecast for improved performance as we fully leverage Gibraltar’s more efficient operations and strong market positions in the year ahead,” Lipke said. “The firming of demand in the nonresidential sector that we experienced in the fourth quarter is especially encouraging because it occurred in the energy, manufacturing and transportation markets where Gibraltar is well-established. We also are seeing early signs of improvement in the residential and nonresidential repair and remodeling markets, and we expect this activity to accelerate through the coming year.”

“We advanced Gibraltar’s restructuring efforts in 2010, further reducing our operating expenses while providing us with highly efficient, centralized manufacturing and distribution facilities, and enhanced customer service capabilities,” said Lipke. “At the same time, we grew sales, gained market share, optimized our balance sheet and significantly improved Gibraltar’s liquidity. As a result, we begin 2011 positioned to couple further organic growth with an invigorated focus on accretive acquisitions aimed at enhancing our product leadership as well as the profitability of our operations.”

Fourth-Quarter Conference Call Details

Gibraltar has scheduled a conference call to review its results for the fourth quarter of 2010 tomorrow, February 25, 2011, starting at 9:00 a.m. ET. Interested parties may access the call by dialing (866) 730-5768 or (857) 350-1592. The presentation slides that will be discussed in the conference call are expected to be available on Thursday, February 24, 2011, by 6:00 pm 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. A replay of the conference call and a copy of the transcript will be available on the Gibraltar website following the call.

About Gibraltar

Gibraltar Industries is North America’s leading ventilation products, mail storage (single and cluster), rain dispersion, bar grating, expanded metal, and metal lath manufacturer. The company serves customers in a variety of industries in all 50 states and throughout the world from 42 facilities in 20 states, Canada, England, and Germany. Gibraltar is also the second-largest manufacturer of structural connectors in North America and it holds leadership positions in other product categories. More than 80% of its sales come from products having the #1 or #2 market share. Comprehensive information about Gibraltar can be found on its website, at http://www.gibraltar1.com.

Safe Harbor Statement

Information contained in this news release, other than historical information, contains forward-looking statements and may be subject to a number of risk factors, uncertainties, and assumptions. 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 and 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.

Non-GAAP Financial Data

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, restructuring primarily associated with the closing and consolidation of our facilities, deferred tax valuation allowances, interest expense recognized as a result of our interest rate swap becoming ineffective and the write off of deferred financing costs. 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 the presentation of results excluding special charges provides meaningful supplemental data to investors, as well as management, that are 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.

Next Earnings Announcement

Gibraltar expects to release its financial results for the three months ending March 31, 2011, on Wednesday, May 4, 2011, and hold its earnings conference call on Thursday, May 5, 2011, starting at 9:00 a.m. ET.

GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

		Three Months Ended								Twelve Months Ended
		December 31,								December 31,
		2010				2009				2010				2009
Net sales		$	153,708			$	144,110			$	685,068			$	691,771
Cost of sales			135,097				115,010				566,673				561,402
Gross profit			18,611				29,100				118,395				130,369
Selling, general, and administrative expense			29,311				30,863				109,537				107,964
Intangible asset impairment			77,141				34,597				76,964				60,098
Loss from operations			(87,841	)			(36,360	)			(68,106	)			(37,693	)
Interest expense			(4,677	)			(5,673	)			(21,160	)			(23,108	)
Equity in partnership’s (loss) income and other income			(83	)			153				81				316
Loss before taxes			(92,601	)			(41,880	)			(89,185	)			(60,485	)
Benefit of income taxes			(16,391	)			(12,118	)			(15,789	)			(19,416	)
Loss from continuing operations			(76,210	)			(29,762	)			(73,396	)			(41,069	)
Discontinued operations:
Income (loss) from discontinued operations before taxes			478				532				(30,219	)			(17,879	)
(Benefit of) provision for income taxes			(1,217	)			163				(12,547	)			(6,923	)
Income (loss) from discontinued operations			1,695				369				(17,672	)			(10,956	)
Net loss		$	(74,515	)		$	(29,393	)		$	(91,068	)		$	(52,025	)
Net (loss) income per share — Basic and Diluted
Loss from continuing operations		$	(2.51	)		$	(0.99	)		$	(2.42	)		$	(1.36	)
Income (loss) from discontinued operations			0.05				0.02				(0.59	)			(0.37	)
Net loss		$	(2.46	)		$	(0.97	)		$	(3.01	)		$	(1.73	)
Weighted average shares outstanding — Basic and Diluted			30,327				30,163				30,303				30,135

GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)

		December 31,
		2010				2009
Assets
Current assets:
Cash and cash equivalents		$	60,866			$	23,596
Accounts receivable, net			74,544				71,782
Inventories			83,344				86,296
Other current assets			21,084				25,513
Assets of discontinued operations			2,539				44,938
Total current assets			242,377				252,125
Property, plant, and equipment, net			158,352				174,704
Goodwill			325,655				392,704
Acquired intangibles			66,395				82,182
Investment in partnership			1,345				2,474
Other assets			16,766				17,811
Assets of discontinued operations			—				52,942
		$	810,890			$	974,942
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable		$	59,277			$	47,383
Accrued expenses			40,377				38,757
Current maturities of long-term debt			408				408
Liabilities of discontinued operations			56				22,468
Total current liabilities			100,118				109,016
Long-term debt			206,789				256,874
Deferred income taxes			39,863				51,818
Other non-current liabilities			23,267				16,791
Liabilities of discontinued operations			—				12,217
Shareholders’ equity:
Preferred stock $.01 par value; authorized 10,000,000 shares; none outstanding			—				—
Common stock, $.01 par value; authorized 50,000,000 shares; 30,516,197 and 30,295,084 shares issued at December 31, 2010 and 2009, respectively			305				303
Additional paid-in capital			231,999				227,362
Retained earnings			212,914				303,982
Accumulated other comprehensive loss			(2,060	)			(2,230	)
Cost of 218,894 and 150,903 common shares held in treasury at December 31, 2010 and 2009, respectively			(2,305	)			(1,191	)
Total shareholders’ equity			440,853				528,226
		$	810,890			$	974,942

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

		Year Ended December 31,
		2010				2009
Cash Flows from Operating Activities
Net (loss) income		$	(91,068	)		$	(52,025	)
Loss from discontinued operations			(17,672	)			(10,956	)
(Loss) income from continuing operations			(73,396	)			(41,069	)
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Intangible asset impairment			76,964				60,098
Depreciation and amortization			26,395				26,244
Non-cash charges to interest expense			4,324				3,382
Stock compensation expense			4,315				4,407
Equity in partnerships’ loss (income)			111				(153	)
Distributions from partnerships’ income			—				156
Provision for deferred income taxes			(10,629	)			(17,671	)
Other non-cash adjustments			7,143				3,633
Increase (decrease) in cash from changes in:
Accounts receivable			(4,115	)			29,934
Inventories			1,938				51,060
Other current assets and other assets			1,380				(8,772	)
Accounts payable			12,831				(14,263	)
Accrued expenses and other non-current liabilities			8,400				2,852
Net cash provided by operating activities of continuing operations			55,661				99,838
Net cash provided by operating activities of discontinued operations			13,582				31,761
Net cash provided by operating activities			69,243				131,599
Cash Flows from Investing Activities
Net proceeds from sale of business			29,164				—
Net proceeds from sale of property, plant, and equipment			313				298
Additional considerations for acquisitions			—				(4,949	)
Purchase of investment in partnership			(1,250	)			—
Purchases of property, plant, and equipment			(8,470	)			(9,774	)
Net cash provided by (used in) investing activities of continuing operations			19,757				(14,425	)
Net cash used in investing activities of discontinued operations			(368	)			(1,038	)
Net cash provided by (used in) investing activities			19,389				(15,463	)
Cash Flows from Financing Activities
Long-term debt payments			(58,967	)			(182,401	)
Proceeds from long-term debt			8,559				83,022
Purchase of treasury stock at market prices			(1,114	)			(634	)
Payment of deferred financing costs			(164	)			(2,383	)
Payment of dividends			—				(1,499	)
Tax benefit from stock compensation			54				—
Net proceeds from issuance of common stock			270				47
Net cash used in financing activities			(51,362	)			(103,848	)
Net increase (decrease) in cash and cash equivalents			37,270				12,288
Cash and cash equivalents at beginning of year			23,596				11,308
Cash and cash equivalents at end of year		$	60,866			$	23,596

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

		Three Months Ended December 31, 2010
		As								Impairment				Deferred				Results
		Reported				Intangible				And Exit				Tax				Excluding
		In GAAP Statements				Asset Impairment				Activity Costs				Valuation Allowance				Special Charges
Net sales		$	153,708			$	—			$	—			$	—			$	153,708
Cost of sales			135,097				—				(5,459	)			—				129,638
Gross profit			18,611				—				5,459				—				24,070
Selling, general, and administrative expense			29,311				—				(647	)			—				28,664
Intangible asset impairment			77,141				(77,141	)			—				—				—
Loss from operations			(87,841	)			77,141				6,106				—				(4,594	)
Operating margin			(57.1	)%			50.2	%			3.9	%			0.0	%			(3.0	)%
Interest expense			(4,677	)			—				—				—				(4,677	)
Equity in partnership’s (loss) and other income			(83	)			—				—				—				(83	)
Loss before income taxes			(92,601	)			77,141				6,106				—				(9,354	)
Benefit of income taxes			(16,391	)			14,485				1,374				(2,400	)			(2,932	)
Loss from continuing operations		$	(76,210	)		$	62,656			$	4,732			$	2,400			$	(6,422	)
Loss from continuing operations per share — diluted		$	(2.51	)		$	2.07			$	0.15			$	0.08			$	(0.21	)

		Three Months Ended December 31, 2009
		As								Impairment								Results
		Reported				Intangible				And Exit				Deferred				Excluding
		In GAAP Statements				Asset Impairment				Activity Costs				Financing Costs				Special Charges
Net sales		$	144,110			$	—			$	—			$	—			$	144,110
Cost of sales			115,010				—				—				—				115,010
Gross profit			29,100				—				—				—				29,100
Selling, general, and administrative expense			30,863				—				(117	)			—				30,746
Intangible asset impairment			34,597				(34,597	)			—				—				—
Loss from operations			(36,360	)			34,597				117				—				(1,646	)
Operating margin			(25.2	)%			24.0	%			0.1	%			0.0	%			(1.1	)%
Interest expense			(5,673	)			—				—				270				(5,403	)
Equity in partnership’s income and other income			153				—				—				—				153
Loss before income taxes			(41,880	)			34,597				117				270				(6,896	)
Benefit of income taxes			(12,118	)			9,245				46				106				(2,721	)
Loss from continuing operations		$	(29,762	)		$	25,352			$	71			$	164			$	(4,175	)
Loss from continuing operations per share — diluted		$	(0.99	)		$	0.84			$	0.00			$	0.01			$	(0.14	)

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

		Year Ended December 31, 2010
		As								Impairment								Deferred				Results
		Reported				Intangible				And Exit				Ineffective				Tax				Excluding
		In GAAP Statements				Asset Impairment				Activity Costs				Interest Rate Swap				Valuation Allowance				Special Charges
Net sales		$	685,068			$	—			$	—			$	—			$	—			$	685,068
Cost of sales			566,673				—				(6,364	)			—				—				560,309
Gross profit			118,395				—				6,364				—				—				124,759
Selling, general, and administrative expense			109,537								(806	)											108,731
Intangible asset impairment			76,964				(76,964	)			—				—				—				—
(Loss) income from operations			(68,106	)			76,964				7,170				—				—				16,028
Operating margin			(9.9	)%			11.2	%			1.0	%			0.0	%			0.0	%			2.3	%
Interest expense			(21,160	)			—				—				1,424				—				(19,736	)
Equity in partnership’s income and other income			81				—				—				—				—				81
Loss before income taxes			(89,185	)			76,964				7,170				1,424				—				(3,627	)
Benefit of income taxes			(15,789	)			14,412				1,671				520				(2,400	)			(1,586	)
Loss from continuing operations		$	(73,396	)		$	62,552			$	5,499			$	904			$	2,400			$	(2,041	)
Loss from continuing operations per share — diluted		$	(2.42	)		$	2.06			$	0.18			$	0.03			$	0.08			$	(0.07	)

		Year Ended December 31, 2009
		As								Impairment								Deferred				Results
		Reported				Intangible				And Exit				Deferred				Tax				Excluding
		In GAAP Statements				Asset Impairment				Activity Costs				Financing Costs				Valuation Allowance				Special Charges
Net sales		$	691,771			$	—			$	—			$	—			$	—			$	691,771
Cost of sales			561,402				—				(1,705	)			—				—				559,697
Gross profit			130,369				—				1,705				—				—				132,074
Selling, general, and administrative expense			107,964				—				(880	)			(379	)			—				106,705
Intangible asset impairment			60,098				(60,098	)			—				—				—				—
(Loss) income from operations			(37,693	)			60,098				2,585				379				—				25,369
Operating margin			(5.4	)%			8.7	%			0.3	%			0.1	%			0.0	%			3.7	%
Interest expense			(23,108	)			—				—				1,424				—				(21,684	)
Equity in partnership’s income and other income			316				—				—				—				—				316
(Loss) income before income taxes			(60,485	)			60,098				2,585				1,803				—				4,001
(Benefit of) provision for income taxes			(19,416	)			19,661				1,049				604				—				1,898
(Loss) income from continuing operations		$	(41,069	)		$	40,437			$	1,536			$	1,199			$	—			$	2,103
(Loss) income from continuing operations per share — diluted		$	(1.36	)		$	1.34			$	0.05			$	0.04			$	0.00			$	0.07