Table of Contents
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 1, 2013 (July 31, 2013)
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | 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 | 3 | |||
| Item 7.01 Regulation FD Disclosure | 3 | |||
| Item 8.01 Other Events | 3 | |||
| Item 9.01 Financial Statements and Exhibits. | 3 | |||
| SIGNATURE | ||||
| EX-99.1 | ||||
| EX-99.2 | ||||
2
Table of Contents
| 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 August 1, 2013, Gibraltar Industries, Inc. (the “Company”) issued a news release and held a conference call regarding results for the three and six months ended June 30, 2013. A copy of the news release (the “Release”) is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
The Company references non-GAAP financial information in both the Release and the conference call. A reconciliation of these non-GAAP financial measures is contained in the Release. 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 8.01 | Other Events |
On July 31, 2013, the registrant announced that it had commenced an exchange offer to exchange its outstanding 6.25% Senior Subordinated Notes due 2021, issued in January 2013, for a like principal amount of its 6.25% Senior Subordinated Notes due 2021, registered under the Securities Act of 1933. A copy of the press release issued in connection with such action is furnished here with as Exhibit 99.1.
| 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 July 31, 2013 | |
| 99.2 | News Release issued by Gibraltar Industries, Inc. on August 1, 2013 | |
3
Table of Contents
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.
| GIBRALTAR INDUSTRIES, INC. | ||||||
| Date: August 1, 2013 | ||||||
| By: | /s/ Kenneth W. Smith | |||||
| Kenneth W. Smith | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
4
Exhibit 99.1
Contact:
Kenneth Smith
Chief Financial Officer
716.826.6500 ext. 3217
kwsmith@gibraltar1.com
Gibraltar Industries Announces Exchange Offer for Unregistered 6.25% Senior Subordinated Notes due 2021
Buffalo, New York, July 31, 2013 – Gibraltar Industries, Inc. (Nasdaq: ROCK) has commenced an exchange offer for its outstanding unregistered 6.25% Senior Subordinated Notes due 2021 (the “old notes”). The old notes were issued on January 31, 2013 in a private placement pursuant to Rule 144A and Regulation S under the Securities Act of 1933 in an aggregate principal amount of $210.0 million. Holders of the old notes may exchange them for an equal principal amount of new 6.25% Senior Subordinated Notes due 2021 (the “new notes”), which will be issued pursuant to an effective registration statement on Form S-4 filed with the Securities and Exchange Commission. Terms of the new notes are substantially identical to those of the old notes, except that the transfer restrictions, registration rights and provisions relating to additional interest applicable to the old notes do not apply to the new notes.
The exchange offer will expire at 12:00 a.m., New York City time, on August 29, 2013, unless extended. Tenders of the old notes must be made before the exchange offer expires and may be withdrawn at any time before the exchange offer expires.
Documents describing the terms of the exchange offer, including the prospectus and transmittal materials for making tenders, can be obtained from Gibraltar Industries, Inc., Attention: Timothy F. Murphy, Vice President, Treasurer and Secretary, telephone (716) 826-6500.
This news release is for informational purposes only, and is not an offer to buy or the solicitation of an offer to sell any security. The exchange offer is being made only pursuant to the exchange offer documents, including the prospectus and letter of transmittal that are being distributed to the holders of the old notes and have been filed with the Securities and Exchange Commission.
About Gibraltar
Gibraltar Industries is a leading manufacturer and distributor of building products, focused on residential and low-rise commercial building markets, as well as industrial and infrastructure markets. The Company generates more than 80% of its sales from products that hold leading positions in their markets, and serves customers across North America and Europe. Gibraltar’s strategy is to grow organically by expanding its product portfolio and penetration of existing customer accounts, while broadening its market and geographic coverage through the acquisition of companies with leadership positions in adjacent product categories. Comprehensive information about Gibraltar can be found on its website at http://www.gibraltar1.com.
1
Safe Harbor Statement
Information contained in this news release, other than historical information, contains forward-looking statements and is 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.
2
Exhibit 99.2
Contact:
Kenneth Smith
Chief Financial Officer
716.826.6500 ext. 3217
kwsmith@gibraltar1.com
Gibraltar Reports Second-Quarter Financial Results
Buffalo, New York, August 1, 2013 – Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and distributor of products for building and industrial markets, today reported its financial results for the three and six-month periods ended June 30, 2013. All financial measures in this release reflect only the Company’s continuing operations unless otherwise noted.
Second-Quarter Financial Results
Gibraltar’s net sales for the second quarter of 2013 rose 2% to $224.5 million, compared with $219.7 million for the second quarter of 2012. Second-quarter 2013 adjusted net income was $8.2 million, or $0.26 per diluted share, compared with $8.7 million, or $0.28 per diluted share, in the second quarter of 2012. The adjusted second-quarter 2013 results exclude after-tax special charges of $0.5 million, or $0.01 per diluted share, resulting from exit activity costs related to business restructuring. The adjusted net income for the second quarter of 2012 excluded after-tax special charges totaling $0.8 million, or $0.02 per diluted share, consisting of exit activity and acquisition-related costs. Including these items in the respective periods, the second-quarter 2013 GAAP results were net income of $7.7 million, or $0.25 per diluted share, compared with net income of $7.9 million, or $0.26 per diluted share, in the second quarter of 2012.
Six Month Financial Results
For the six months ended June 30, 2013, total net sales increased to $421.3 million, from $411.9 million in the comparable 2012 period, a 2% increase. Adjusted net income from continuing operations was $9.4 million, or $0.30 per diluted share, compared to $11.3 million, or $0.37 per diluted share, in the comparable period of 2012. The adjusted results for the first half of 2013 exclude after-tax special charges of $5.3 million, or $0.17 per diluted share, resulting primarily from costs related to the Company’s successful re-financing of its senior subordinated notes during the first quarter, which lowered the interest rate by 175 basis points. Adjusted net income for the first six months of 2012 excludes after-tax special charges of $2.0 million, or $0.07 per diluted share, for exit activity costs related to business restructuring and acquisition-related costs. Including these items, the GAAP net income in the first six months of 2013 was $4.1 million, or $0.13 per diluted share, compared with $9.4 million, or $0.30 per diluted share, in the comparable period of 2012.
1
Management Comments
“We continued to see improvement as anticipated in some key areas of our business in the second quarter, but these positive developments were offset by lower-than-expected organic revenues,” said Chairman and Chief Executive Officer Brian Lipke. “Our guidance for the quarter was for consolidated revenues to increase 9% year-over-year, led by incremental sales from our recent acquisitions. Although we did see the double-digit growth in the multi-family building market that we anticipated, sales in all of our other end markets were lower than our forecast. Growth in the infrastructure market was modestly slower as expected; however, industrial product revenues were significantly slower. Repair and remodel activity in the residential and low-rise commercial building markets also fell short of our expectations. As a result, our organic sales were down 5% year-over-year, and our total revenues grew only 2% from the second quarter last year.”
“Several positive factors combined to partially offset the shortfall in organic revenue growth in terms of both our top and bottom lines,” said Lipke. “The three acquisitions we completed during the fourth quarter of 2012 contributed meaningfully to our second-quarter sales and margins. These businesses are continuing to perform as expected, and their integration processes are continuing as planned. In addition, our West Coast operation continued to deliver on its margin improvement goals. We also continued to benefit from lower interest expense due to the refinancing of our notes in January of this year. Nonetheless, adjusted earnings per share for the quarter were below our guidance due to the revenue weakness.”
“Sales of our products for single- and multi-family new home construction increased from the second quarter last year,” said Henning Kornbrekke, President and Chief Operating Officer. “We clearly have entered a fundamentally solid long-term recovery in residential new construction, which represents about 10% of our business. Our largest revenue exposure for residential products is related to repair and remodeling where second-quarter activity continued to lag expectations and the prior year period.”
“Residential roofing demand, in particular, did not increase as we had expected in the second quarter,” Kornbrekke said. “We believe this was partly due to weather that was unfavorable for roofing in some parts of the country. It also reflected, we believe, continued reluctance among homeowners to commit to big-ticket remodeling projects. However, our infrastructure products business continued to perform well in the second quarter, driven by backlog, new orders and results from one of the businesses we acquired in the fourth quarter of 2012.”
“Conditions in our industrial markets were similar to those we experienced in the first quarter,” Kornbrekke said. “Industrial demand remained soft, primarily for products sold into the wholesale distribution channel, which ultimately serves a broad cross section of end markets. The reduced demand led to lower selling prices. These factors continued to affect our industrial product sales in North America, as well as in Europe where the ongoing recession continues to depress the automotive and construction markets that are a large part of our business.”
2
Outlook
“We continued to drive operational improvements across the company during the second quarter of 2013,” said Lipke. “Given the margin leverage in our business model, we are optimistic about Gibraltar’s prospects going forward. The fundamentals in the residential and low-rise commercial building markets are moving in a positive direction, but demand was not as strong as we had anticipated in the first half of 2013. Although we previously expected a second-half recovery in our industrial markets, which represent nearly 40% of our revenues, we now expect continued weakness in demand and pricing. As a result, we now expect that Gibraltar will deliver modest sales growth in 2013, led by the contributions from recent acquisitions, with slightly lower margins and earnings compared to 2012, with adjusted earnings per share in the range of $0.54 to $0.64 for the full year. Longer term, we believe that Gibraltar is well-positioned to deliver more significant improvement on both the top and bottom lines as our end markets resume their growth.”
Second-Quarter Conference Call Details
Gibraltar has scheduled a conference call today to discuss its results for the second quarter of 2013, starting at 9:00 a.m. ET. Interested parties may access the call by dialing (877) 407-5790 or (201) 689-8328. The presentation slides that will be discussed in the conference call are expected to be available this morning, prior to the start of the call. The slides may be downloaded from the Gibraltar website: http://www.gibraltar1.com. A webcast replay of the conference call and a copy of the transcript will be available on the website following the call.
About Gibraltar
Gibraltar Industries is a leading manufacturer and distributor of building products, focused on residential and low-rise commercial building markets, as well as industrial and infrastructure markets. The Company generates more than 80% of its sales from products that hold leading positions in their markets, and serves customers across North America and Europe. Gibraltar’s strategy is to grow organically by expanding its product portfolio and penetration of existing customer accounts, while broadening its market and geographic coverage through the acquisition of companies with leadership positions in adjacent product categories. Comprehensive information about Gibraltar can be found on its website at http://www.gibraltar1.com.
3
Safe Harbor Statement
Information contained in this news release, other than historical information, contains forward-looking statements and is 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 adjusted financial data in this news release. Adjusted financial data excluded special charges consisting of restructuring primarily associated with the closing and consolidation of our facilities, acquisition-related costs, and note re-financing costs. These adjustments are shown in the Non-GAAP reconciliation of adjusted operating 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 adjusted measures should not be viewed as a substitute for our GAAP results, and may be different than adjusted measures used by other companies.
Next Earnings Announcement
Gibraltar expects to release its financial results for the three and nine month periods ending September 30, 2013, on Thursday, October 31, 2013, and hold its earnings conference call later that morning, starting at 9:00 a.m. ET.
4
GIBRATLAR INDUSTRIES, INC.
CONSOLIDATED INCOME STATEMENTS
(in thousands, except per share data)
(Unaudited)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2013 | 2012 | 2013 | 2012 | |||||||||||||
| Net sales |
$ | 224,519 | $ | 219,734 | $ | 421,320 | $ | 411,905 | ||||||||
| Cost of sales |
179,813 | 178,008 | 340,437 | 334,698 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
44,706 | 41,726 | 80,883 | 77,207 | ||||||||||||
| Selling, general, and administrative expense |
28,423 | 25,433 | 59,404 | 53,891 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
16,283 | 16,293 | 21,479 | 23,316 | ||||||||||||
| Interest Expense |
3,690 | 4,627 | 14,850 | 9,301 | ||||||||||||
| Other income |
(9 | ) | (315 | ) | (75 | ) | (346 | ) | ||||||||
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|
|
|
|
|
|
|
|
|||||||||
| Income before taxes |
12,602 | 11,981 | 6,704 | 14,361 | ||||||||||||
| Provision for income taxes |
4,870 | 4,066 | 2,615 | 4,997 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from continuing operations |
7,732 | 7,915 | 4,089 | 9,364 | ||||||||||||
| Discontinued operations: |
||||||||||||||||
| Loss before taxes |
— | (16 | ) | (7 | ) | (153 | ) | |||||||||
| Benefit of income taxes |
— | (7 | ) | (3 | ) | (57 | ) | |||||||||
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|
|
|
|||||||||
| Loss from discontinued operations |
— | (9 | ) | (4 | ) | (96 | ) | |||||||||
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|
|
|
|||||||||
| Net income |
$ | 7,732 | $ | 7,906 | $ | 4,085 | $ | 9,268 | ||||||||
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|
|
|||||||||
| Net earnings per share – Basic: |
||||||||||||||||
| Income from continuing operations |
$ | 0.25 | $ | 0.26 | $ | 0.13 | $ | 0.30 | ||||||||
| Loss from discontinued operations |
— | — | — | — | ||||||||||||
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|
|
|
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|
|
|
|
|||||||||
| Net income |
$ | 0.25 | $ | 0.26 | $ | 0.13 | $ | 0.30 | ||||||||
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|
|||||||||
| Weighted average shares outstanding – Basic |
30,925 | 30,735 | 30,901 | 30,726 | ||||||||||||
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| Net earnings per share – Diluted: |
||||||||||||||||
| Income from continuing operations |
$ | 0.25 | $ | 0.26 | $ | 0.13 | $ | 0.30 | ||||||||
| Loss from discontinued operations |
— | — | — | — | ||||||||||||
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|
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|
|
|||||||||
| Net income |
$ | 0.25 | $ | 0.26 | $ | 0.13 | $ | 0.30 | ||||||||
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|||||||||
| Weighted average shares outstanding – Diluted |
31,099 | 30,815 | 31,079 | 30,806 | ||||||||||||
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5
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(Unaudited)
| June 30, 2013 |
December 31, 2012 |
|||||||
| Assets |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 44,637 | $ | 48,028 | ||||
| Accounts receivable, net of reserve |
121,851 | 89,473 | ||||||
| Inventories |
119,022 | 116,357 | ||||||
| Other current assets |
17,051 | 13,380 | ||||||
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|
|
|
|||||
| Total current assets |
302,561 | 267,238 | ||||||
| Property, plant, and equipment, net |
144,412 | 151,613 | ||||||
| Goodwill |
358,871 | 359,863 | ||||||
| Acquired intangibles |
94,966 | 98,759 | ||||||
| Other assets |
7,175 | 6,201 | ||||||
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|
|||||
| Total assets |
$ | 907,985 | $ | 883,674 | ||||
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| Liabilities and Shareholders’ Equity |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 81,812 | $ | 69,060 | ||||
| Accrued expenses |
43,975 | 47,432 | ||||||
| Current maturities of long-term debt |
417 | 1,093 | ||||||
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|
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|
|||||
| Total current liabilities |
126,204 | 117,585 | ||||||
| Long-term debt |
213,604 | 206,710 | ||||||
| Deferred income taxes |
56,934 | 57,068 | ||||||
| Other non-current liabilities |
32,810 | 25,489 | ||||||
| Shareholders’ equity: |
||||||||
| Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding |
— | — | ||||||
| Common stock, $0.01 par value; authorized 50,000 shares, 31,085 and 30,938 shares issued in 2013 and 2012 |
310 | 309 | ||||||
| Additional paid-in capital |
242,127 | 240,107 | ||||||
| Retained earnings |
246,167 | 242,082 | ||||||
| Accumulated other comprehensive loss |
(5,434 | ) | (1,575 | ) | ||||
| Cost of 389 and 350 common shares held in treasury in 2013 and 2012 |
(4,737 | ) | (4,101 | ) | ||||
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|
|||||
| Total shareholders’ equity |
478,433 | 476,822 | ||||||
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| Total liabilities & shareholders’ equity |
$ | 907,985 | $ | 883,674 | ||||
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6
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
| Six Months Ended June 30, | ||||||||
| 2013 | 2012 | |||||||
| Cash Flows from Operating Activities |
||||||||
| Net income |
$ | 4,085 | $ | 9,268 | ||||
| Loss from discontinued operations |
(4 | ) | (96 | ) | ||||
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|
|||||
| Income from continuing operations |
4,089 | 9,364 | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||
| Depreciation and amortization |
13,716 | 13,292 | ||||||
| Loss on early note redemption |
7,166 | — | ||||||
| Stock compensation expense |
1,623 | 2,038 | ||||||
| Non-cash charges to interest expense |
496 | 789 | ||||||
| Other non-cash adjustments |
1,653 | 2,806 | ||||||
| Increase (decrease) in cash resulting from changes in the following (excluding the effects of acquisitions): |
||||||||
| Accounts receivable |
(34,296 | ) | (24,860 | ) | ||||
| Inventories |
(3,628 | ) | (7,146 | ) | ||||
| Other current assets and other assets |
(3,206 | ) | 805 | |||||
| Accounts payable |
13,487 | 15,851 | ||||||
| Accrued expenses and other non-current liabilities |
4,169 | (14,937 | ) | |||||
|
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|
|
|
|||||
| Net cash provided by (used in) operating activities of continuing operations |
5,269 | (1,998 | ) | |||||
| Net cash used in operating activities of discontinued operations |
(7 | ) | (36 | ) | ||||
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|
|||||
| Net cash provided by (used in) operating activities |
5,262 | (2,034 | ) | |||||
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| Cash Flows from Investing Activities |
||||||||
| Purchases of property, plant, and equipment |
(4,741 | ) | (4,562 | ) | ||||
| Cash paid for acquisitions, net of cash acquired |
(146 | ) | (2,705 | ) | ||||
| Net proceeds from sale of property and equipment |
247 | 414 | ||||||
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|
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| Net cash used in investing activities |
(4,640 | ) | (6,853 | ) | ||||
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|
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| Cash Flows from Financing Activities |
||||||||
| Proceeds from long-term debt |
210,000 | — | ||||||
| Long-term debt payments |
(205,080 | ) | (404 | ) | ||||
| Payment of deferred financing fees |
(3,755 | ) | — | |||||
| Payment of note redemption fees |
(3,702 | ) | — | |||||
| Purchase of treasury stock at market prices |
(636 | ) | (968 | ) | ||||
| Net proceeds from issuance of common stock |
336 | 10 | ||||||
| Excess tax benefit from stock compensation |
62 | 59 | ||||||
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|
|||||
| Net cash used in financing activities |
(2,775 | ) | (1,303 | ) | ||||
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|
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| Effect of exchange rate changes on cash |
(1,238 | ) | 136 | |||||
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| Net decrease in cash and cash equivalents |
(3,391 | ) | (10,054 | ) | ||||
| Cash and cash equivalents at beginning of year |
48,028 | 54,117 | ||||||
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| Cash and cash equivalents at end of period |
$ | 44,637 | $ | 44,063 | ||||
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7
GIBRALTAR INDUSTRIES, INC.
Non-GAAP Reconciliation of Adjusted Income Statement
(Unaudited)
(in thousands, except per share data)
| Three Months Ended June 30, 2013 | ||||||||||||
| As Reported In GAAP Statements |
Restructuring Costs |
Non-GAAP Item |
||||||||||
| Net Sales |
$ | 224,519 | $ | — | $ | 224,519 | ||||||
| Cost of sales |
179,813 | (681 | ) | 179,132 | ||||||||
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| Gross profit |
44,706 | 681 | 45,387 | |||||||||
| Selling, general, and administrative expense |
28,423 | (78 | ) | 28,345 | ||||||||
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| Income from operations |
16,283 | 759 | 17,042 | |||||||||
| Operating margin |
7.3 | % | 0.3 | % | 7.6 | % | ||||||
| Interest expense |
3,690 | — | 3,690 | |||||||||
| Other Income |
(9 | ) | — | (9 | ) | |||||||
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|||||||
| Income before income taxes |
12,602 | 759 | 13,361 | |||||||||
| Provision for income taxes |
4,870 | 279 | 5,149 | |||||||||
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| Income from continuing operations |
$ | 7,732 | $ | 480 | $ | 8,212 | ||||||
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| Income from continuing operations per share – diluted |
$ | 0.25 | $ | 0.01 | $ | 0.26 | ||||||
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GIBRALTAR INDUSTRIES, INC.
Non-GAAP Reconciliation of Adjusted Income Statement
(Unaudited)
(in thousands, except per share data)
| Three Months Ended June 30, 2012 | ||||||||||||||||
| As Reported In GAAP Statements |
Restructuring Costs |
Acquisition Related Costs |
Adjusted Statement of Operations |
|||||||||||||
| Net sales |
$ | 219,734 | $ | — | $ | — | $ | 219,734 | ||||||||
| Cost of sales |
178,008 | (1,113 | ) | (89 | ) | 176,806 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
41,726 | 1,113 | 89 | 42,928 | ||||||||||||
| Selling, general, and administrative expense |
25,433 | (4 | ) | (32 | ) | 25,397 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
16,293 | 1,117 | 121 | 17,531 | ||||||||||||
| Operating margin |
7.4 | % | 0.5 | % | 0.1 | % | 8.0 | % | ||||||||
| Interest expense |
4,627 | — | — | 4,627 | ||||||||||||
| Other income |
(315 | ) | — | — | (315 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
11,981 | 1,117 | 121 | 13,219 | ||||||||||||
| Provision for income taxes |
4,066 | 419 | 45 | 4,530 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from continuing operations |
$ | 7,915 | $ | 698 | $ | 76 | $ | 8,689 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from continuing operations per share – diluted |
$ | 0.26 | $ | 0.02 | $ | — | $ | 0.28 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
8
GIBRALTAR INDUSTRIES, INC.
Non-GAAP Reconciliation of Adjusted Income Statement
(Unaudited)
(in thousands, except per share data)
| Six Months Ended June 30, 2013 | ||||||||||||||||||||
| As Reported In GAAP Statements |
Restructuring Costs |
Acquisition Related Costs |
Note Re-Financing |
Adjusted Statement of Operations |
||||||||||||||||
| Net sales |
$ | 421,320 | $ | — | $ | — | $ | — | $ | 421,320 | ||||||||||
| Cost of sales |
340,437 | (710 | ) | (203 | ) | — | 339,524 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Gross profit |
80,883 | 710 | 203 | — | 81,796 | |||||||||||||||
| Selling, general, and administrative expense |
59,404 | (202 | ) | (120 | ) | — | 59,082 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income from operations |
21,479 | 912 | 323 | — | 22,714 | |||||||||||||||
| Operating margin |
5.1 | % | 0.2 | % | 0.1 | % | 5.4 | % | ||||||||||||
| Interest expense |
14,850 | — | — | (7,166 | ) | 7,684 | ||||||||||||||
| Other income |
(75 | ) | — | — | — | (75 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income before income taxes |
6,704 | 912 | 323 | 7,166 | 15,105 | |||||||||||||||
| Provision for income taxes |
2,615 | 335 | 118 | 2,616 | 5,684 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income from continuing operations |
$ | 4,089 | $ | 577 | $ | 205 | $ | 4,550 | $ | 9,421 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income from continuing operations per share – diluted |
$ | 0.13 | $ | 0.02 | $ | — | $ | 0.15 | $ | 0.30 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
GIBRALTAR INDUSTRIES, INC.
Non-GAAP Reconciliation of Adjusted Income Statement
(Unaudited)
(in thousands, except per share data)
| Six Months Ended June 30, 2012 | ||||||||||||||||
| As Reported In GAAP Statements |
Restructuring Costs |
Acquisition Related Costs |
Adjusted Statement of Operations |
|||||||||||||
| Net sales |
$ | 411,905 | $ | — | $ | — | $ | 411,905 | ||||||||
| Cost of sales |
334,698 | (2,879 | ) | (150 | ) | 331,669 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gross profit |
77,207 | 2,879 | 150 | 80,236 | ||||||||||||
| Selling, general, and administrative expense |
53,891 | (18 | ) | (112 | ) | 53,761 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from operations |
23,316 | 2,897 | 262 | 26,475 | ||||||||||||
| Operating margin |
5.7 | % | 0.7 | % | 0.0 | % | 6.4 | % | ||||||||
| Interest expense |
9,301 | — | — | 9,301 | ||||||||||||
| Other income |
(346 | ) | — | — | (346 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
14,361 | 2,897 | 262 | 17,520 | ||||||||||||
| Provision for income taxes |
4,997 | 1,128 | 60 | 6,185 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from continuing operations |
$ | 9,364 | $ | 1,769 | $ | 202 | $ | 11,335 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income from continuing operations per share – diluted |
$ | 0.30 | $ | 0.06 | $ | 0.01 | $ | 0.37 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
9