UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the quarterly period ended June 30, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to
Commission File Number 0-22462
(Exact name of Registrant as specified in its charter)
(State or incorporation ) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (716 ) 826-6500
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
☒ | Accelerated filer | ☐ | Non-accelerated filer | ☐ | Smaller reporting company | Emerging growth company | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of July 24, 2019, the number of common shares outstanding was: 32,224,233 .
GIBRALTAR INDUSTRIES, INC.
INDEX
PAGE NUMBER | |||
PART I. | |||
Item 1. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
PART II. | |||
Item 1. | |||
Item 1A. | |||
Item 2. | |||
Item 3. | |||
Item 4. | |||
Item 5. | |||
Item 6. | |||
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net Sales | $ | $ | $ | $ | |||||||||||
Cost of sales | |||||||||||||||
Gross profit | |||||||||||||||
Selling, general, and administrative expense | |||||||||||||||
Income from operations | |||||||||||||||
Interest expense | |||||||||||||||
Other (income) expense | ( | ) | ( | ) | |||||||||||
Income before taxes | |||||||||||||||
Provision for income taxes | |||||||||||||||
Net income | $ | $ | $ | $ | |||||||||||
Net earnings per share: | |||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||
Diluted | $ | $ | $ | $ | |||||||||||
Weighted average shares outstanding: | |||||||||||||||
Basic | |||||||||||||||
Diluted | |||||||||||||||
See accompanying notes to consolidated financial statements.
3
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net income | $ | $ | $ | $ | |||||||||||
Other comprehensive income (loss): | |||||||||||||||
Foreign currency translation adjustment | ( | ) | ( | ) | |||||||||||
Cumulative effect of accounting change | ( | ) | |||||||||||||
Minimum pension and post retirement benefit plan adjustments | |||||||||||||||
Other comprehensive income (loss) | ( | ) | ( | ) | |||||||||||
Total comprehensive income | $ | $ | $ | $ | |||||||||||
See accompanying notes to consolidated financial statements.
4
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
June 30, 2019 | December 31, 2018 | ||||||
(unaudited) | |||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | $ | |||||
Accounts receivable, net | |||||||
Inventories | |||||||
Other current assets | |||||||
Total current assets | |||||||
Property, plant, and equipment, net | |||||||
Operating lease assets | — | ||||||
Goodwill | |||||||
Acquired intangibles | |||||||
Other assets | |||||||
$ | $ | ||||||
Liabilities and Shareholders’ Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | $ | |||||
Accrued expenses | |||||||
Billings in excess of cost | |||||||
Current maturities of long-term debt | |||||||
Total current liabilities | |||||||
Long-term debt | |||||||
Deferred income taxes | |||||||
Non-current operating lease liabilities | — | ||||||
Other non-current liabilities | |||||||
Shareholders’ equity: | |||||||
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding | |||||||
Common stock, $0.01 par value; authorized 50,000 shares; 33,101 shares and 32,887 shares issued and outstanding in 2019 and 2018 | |||||||
Additional paid-in capital | |||||||
Retained earnings | |||||||
Accumulated other comprehensive loss | ( | ) | ( | ) | |||
Cost of 880 and 796 common shares held in treasury in 2019 and 2018 | ( | ) | ( | ) | |||
Total shareholders’ equity | |||||||
$ | $ | ||||||
See accompanying notes to consolidated financial statements.
5
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)(unaudited)
Six Months Ended June 30, | |||||||
2019 | 2018 | ||||||
Cash Flows from Operating Activities | |||||||
Net income | $ | $ | |||||
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||
Depreciation and amortization | |||||||
Stock compensation expense | |||||||
Exit activity recoveries, non-cash | ( | ) | |||||
Provision for deferred income taxes | |||||||
Other, net | |||||||
Changes in operating assets and liabilities, excluding the effects of acquisitions: | |||||||
Accounts receivable | ( | ) | ( | ) | |||
Inventories | ( | ) | |||||
Other current assets and other assets | ( | ) | ( | ) | |||
Accounts payable | |||||||
Accrued expenses and other non-current liabilities | ( | ) | ( | ) | |||
Net cash provided by (used in) operating activities | ( | ) | |||||
Cash Flows from Investing Activities | |||||||
Acquisitions, net of cash acquired | ( | ) | |||||
Net proceeds from sale of property and equipment | |||||||
Purchases of property, plant, and equipment | ( | ) | ( | ) | |||
Net cash used in investing activities | ( | ) | ( | ) | |||
Cash Flows from Financing Activities | |||||||
Long-term debt payments | ( | ) | ( | ) | |||
Payment of debt issuance costs | ( | ) | |||||
Purchase of treasury stock at market prices | ( | ) | ( | ) | |||
Net proceeds from issuance of common stock | |||||||
Net cash used in financing activities | ( | ) | ( | ) | |||
Effect of exchange rate changes on cash | ( | ) | |||||
Net decrease in cash and cash equivalents | ( | ) | ( | ) | |||
Cash and cash equivalents at beginning of year | |||||||
Cash and cash equivalents at end of period | $ | $ | |||||
See accompanying notes to consolidated financial statements.
6
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
(unaudited)
Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Shareholders’ Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||
Balance at December 31, 2018 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||
Minimum pension and post retirement benefit plan adjustments, net of taxes of $4 | — | — | — | — | — | — | |||||||||||||||||||||||
Stock compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||
Cumulative effect of accounting change (see Note 2) | — | — | — | — | — | — | |||||||||||||||||||||||
Stock options exercised | — | — | — | — | — | ||||||||||||||||||||||||
Net settlement of restricted stock units | ( | ) | — | — | ( | ) | ( | ) | |||||||||||||||||||||
Balance at March 31, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||
Minimum pension and post retirement benefit plan adjustments, net of taxes of $5 | — | — | — | — | — | — | |||||||||||||||||||||||
Stock compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||
Stock options exercised | — | — | — | — | — | ||||||||||||||||||||||||
Awards of common shares | — | — | — | — | — | — | — | ||||||||||||||||||||||
Net settlement of restricted stock units | ( | ) | — | — | ( | ) | ( | ) | |||||||||||||||||||||
Balance at June 30, 2019 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
See accompanying notes to consolidated financial statements.
7
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY
(in thousands)
(unaudited)
Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total Shareholders’ Equity | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||
Balance at December 31, 2017 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | — | |||||||||||||||||||||||
Minimum pension and post retirement benefit plan adjustments, net of taxes of $10 | — | — | — | — | — | — | |||||||||||||||||||||||
Stock compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||
Cumulative effect of accounting change | — | — | ( | ) | — | — | |||||||||||||||||||||||
Stock options exercised | — | — | — | — | |||||||||||||||||||||||||
Net settlement of restricted stock units | ( | ) | — | — | ( | ) | ( | ) | |||||||||||||||||||||
Balance at March 31, 2018 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
Net income | — | — | — | — | — | — | |||||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | ( | ) | — | — | ( | ) | |||||||||||||||||||
Minimum pension and post retirement benefit plan adjustments, net of taxes of $11 | — | — | — | — | — | — | |||||||||||||||||||||||
Stock compensation expense | — | — | — | — | — | — | |||||||||||||||||||||||
Stock options exercised | — | — | — | — | — | ||||||||||||||||||||||||
Awards of common shares | — | — | — | — | — | — | — | ||||||||||||||||||||||
Net settlement of restricted stock units | ( | ) | — | — | ( | ) | ( | ) | |||||||||||||||||||||
Balance at June 30, 2018 | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||
See accompanying notes to consolidated financial statements.
8
GIBRALTAR INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1) | CONSOLIDATED FINANCIAL STATEMENTS |
The accompanying unaudited consolidated financial statements have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for the fair presentation of results for the interim period have been included. The Company's operations are seasonal; for this and other reasons, financial results for any interim period are not necessarily indicative of the results expected for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in our annual Form 10-K for the year ended December 31, 2018.
The balance sheet at December 31, 2018 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.
9
(2) | RECENT ACCOUNTING PRONOUNCEMENTS |
Recent Accounting Pronouncements Adopted
Standard | Description | Financial Statement Effect or Other Significant Matters | ||
ASU No. 2016-02 Leases (Topic 842) | The standard requires lessees to recognize most leases as assets and liabilities on the balance sheet, but record expenses on the statement of operations in a manner similar to current accounting. For lessors, the guidance modifies the classification criteria and accounting for sales-type and direct financing leases. The standard also requires additional disclosures about leasing arrangements and requires a modified retrospective transition approach for existing leases, whereby the standard will be applied to the earliest year presented. The provisions of the standard are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. | The Company has adopted this standard using the modified retrospective approach and elected the transition method to initially apply the new leases standard to all leases that exist at January 1, 2019. Under this transition method, the Company initially applied Topic 842 as of January 1, 2019, and recognized a cumulative-effect adjustment which increased the Company's beginning retained earnings as of January 1, 2019 by approximately $1.6 million. In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new leases standard, which among other things, permitted the Company to carry forward its historical lease classification for leases in place prior to January 1, 2019. The comparative period information has not been restated and continues to be reported and presented under the accounting standards in effect for that period. The standard did not materially impact the Company's consolidated net earnings and had no impact on cash flows. Date of adoption: Q1 2019 | ||
Recent Accounting Pronouncements Not Yet Adopted
Standard | Description | Financial Statement Effect or Other Significant Matters | ||
ASU No. 2016-13 Financial Instruments - Credit Losses (Topic 326) | The objective of this standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit, including trade receivables, held by an entity at each reporting date. The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The provisions of this standard are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted. An entity will apply the amendments in this update through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective, that is, a modified-retrospective approach. | The Company is currently evaluating the requirements of this standard. The standard is not expected to have a material impact on the Company's financial statements. Date of adoption: Q1 2020 | ||
10
(3) | ACCOUNTS RECEIVABLE, NET |
Accounts receivable consists of the following (in thousands):
June 30, 2019 | December 31, 2018 | ||||||
Trade accounts receivable | $ | $ | |||||
Costs in excess of billings | |||||||
Total accounts receivables | |||||||
Less allowance for doubtful accounts | ( | ) | ( | ) | |||
Accounts receivable | $ | $ | |||||
(4) | REVENUE |
Sales includes revenue from contracts with customers for roof and foundation ventilation products; centralized mail systems and electronic package solutions; rain dispersion products and roofing accessories; expanded and perforated metal; perimeter security solutions; expansion joints and structural bearings; designing, engineering, manufacturing and installation of solar racking systems and greenhouse structures.
Revenue recognition
Revenue is recognized when, or as, the Company transfers control of promised products or services to a customer in an amount that reflects the consideration the Company expects to be entitled in exchange for transferring those products or services. Refer to Note 16 of this quarterly report on Form 10-Q for additional information related to revenue recognized by timing of transfer of control by reportable segment.
As of June 30, 2019, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.
Contract assets and contract liabilities
Contract assets consist of costs in excess of billings. Contract liabilities consist of billings in excess of cost and unearned revenue. Unearned revenue relates to payments received in advance of performance under the contract and is recognized when the Company performs under the contract. Unearned revenue is presented within accrued expenses in the Company's consolidated balance sheet.
The following table presents the beginning and ending balances of costs in excess of billings, billings in excess of cost and unearned revenue of June 30, 2019 and December 31, 2018, respectively, and revenue recognized during the six months ended June 30, 2019 and 2018, respectively, that was in billings in excess of cost and unearned revenue at the beginning of the period (in thousands):
June 30, 2019 | December 31, 2018 | ||||||
Costs in excess of billings | $ | $ | |||||
Billings in excess of cost | ( | ) | ( | ) | |||
Unearned revenue | ( | ) | ( | ) | |||
11
Six Months Ended June 30, 2019 | Six Months Ended June 30, 2018 | ||||||
Revenue recognized in the period from: | |||||||
Amounts included in billings in excess of cost at the beginning of the period | $ | $ | |||||
Amounts included in unearned revenue at the beginning of the period | $ | $ | |||||
(5) | INVENTORIES |
Inventories consist of the following (in thousands):
June 30, 2019 | December 31, 2018 | ||||||
Raw material | $ | $ | |||||
Work-in-process | |||||||
Finished goods | |||||||
Total inventories | $ | $ | |||||
(6) ACQUISITIONS
On August 21, 2018, the Company acquired all of the outstanding stock of SolarBOS. SolarBOS is a provider of electrical balance of systems products, which consists of electrical components such as wiring, switches, and combiner boxes that support photovoltaic systems, for the U.S. solar renewable energy market. The Company expects the acquisition of SolarBOS to enable the Company to provide complementary product offerings to its existing customers and strengthen its position in the solar renewable energy market. The results of SolarBOS have been included in the Company's consolidated financial results since the date of acquisition (within the Company's Renewable Energy and Conservation segment). The aggregate purchase consideration for the acquisition of SolarBOS was $6.4 million, which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement. The acquisition was financed through cash on hand.
The purchase price for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values. The excess consideration was recorded as goodwill and approximated $2.9 million, all of which is deductible for tax purposes. Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in the solar renewable energy markets.
The allocation of the purchase consideration to the fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):
Cash | $ | ||
Working capital | |||
Property, plant and equipment | |||
Acquired intangible assets | |||
Other assets | |||
Other liabilities | ( | ) | |
Goodwill | |||
Fair value of purchase consideration | $ | ||
12
The intangible assets acquired in this acquisition consisted of the following (in thousands):
Fair Value | Estimated Useful Life | ||||
Trademarks | $ | ||||
Technology | |||||
Customer relationships | |||||
Total | $ | ||||
During the three and six month periods ended June 30, 2019, the Company incurred $4 thousand of acquisition-related costs. The Company did not incur any acquisition-related costs during the first half of 2018.
(7) | GOODWILL AND RELATED INTANGIBLE ASSETS |
Goodwill
The changes in the carrying amount of goodwill for the six months ended June 30, 2019 are as follows (in thousands):
Residential Products | Industrial and Infrastructure Products | Renewable Energy & Conservation | Total | ||||||||||||
Balance at December 31, 2018 | $ | $ | $ | $ | |||||||||||
Adjustments to prior year acquisitions | ( | ) | ( | ) | |||||||||||
Foreign currency translation | |||||||||||||||
Balance at June 30, 2019 | $ | $ | $ | $ | |||||||||||
Acquired Intangible Assets
Acquired intangible assets consist of the following (in thousands):
June 30, 2019 | December 31, 2018 | ||||||||||||||||
Gross Carrying Amount | Accumulated Amortization | Gross Carrying Amount | Accumulated Amortization | Estimated Life | |||||||||||||
Indefinite-lived intangible assets: | |||||||||||||||||
Trademarks | $ | $ | $ | $ | Indefinite | ||||||||||||
Finite-lived intangible assets: | |||||||||||||||||
Trademarks | 3 to 15 Years | ||||||||||||||||
Unpatented technology | 5 to 20 Years | ||||||||||||||||
Customer relationships | 5 to 17 Years | ||||||||||||||||
Non-compete agreements | 4 to 10 Years | ||||||||||||||||
Total acquired intangible assets | $ | $ | $ | $ | |||||||||||||
The following table summarizes the acquired intangible asset amortization expense for the three and six months ended June 30 (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Amortization expense | $ | $ | $ | $ | |||||||||||
13
Amortization expense related to acquired intangible assets for the remainder of fiscal 2019 and the next five years thereafter is estimated as follows (in thousands):
2019 | 2020 | 2021 | 2022 | 2023 | 2024 | ||||||||||||||||||
Amortization expense | $ | $ | $ | $ | $ | $ | |||||||||||||||||
(8) | LONG-TERM DEBT |
As of June 30, 2019, the Company did no t have any long-term debt outstanding. At December 31, 2018, the Company's total outstanding debt was $210.4 million, which included $210.0 million of Senior Subordinated 6.25 % Notes and $2.0 million of other debt, net of $1.6 million in unamortized debt issuance costs. $208.8 million of total debt at December 31, 2018 was included in current liabilities.
Senior Credit Agreement
On January 24, 2019, the Company entered into a Sixth Amended and Restated Credit Agreement ("2019 Senior Credit Agreement"), which amends and restates the Company’s Fifth Amended and Restated Credit Agreement dated December 9, 2015, and provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million. The Company can request additional financing from the lenders to increase the revolving credit facility to $700 million or enter into a term loan of up to $300 million subject to conditions set forth in the Senior Credit Agreement. The 2019 Senior Credit Agreement contains three financial covenants. As of June 30, 2019, the Company is in compliance with all three covenants.
Borrowings under the 2019 Senior Credit Agreement are secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries.
Standby letters of credit of $6.0 million have been issued under the 2019 Senior Credit Agreement on behalf of the Company as of June 30, 2019. These letters of credit reduce the amount otherwise available under the revolving credit facility. As of June 30, 2019, the Company had $394.0 million of availability under the revolving credit facility. No borrowings were outstanding under the Company's revolving credit facility at June 30, 2019 and December 31, 2018.
Senior Subordinated Notes
14
(9) | ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME |
The following tables summarize the cumulative balance of each component of accumulated other comprehensive loss, net of tax, for the three and six months ended June 30, (in thousands):
Foreign Currency Translation Adjustment | Minimum pension and post retirement benefit plan adjustments | Total Pre-Tax Amount | Tax (Benefit) Expense | Accumulated Other Comprehensive (Loss) Income | |||||||||||||||
Balance at December 31, 2018 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Minimum pension and post retirement health care plan adjustments | — | ||||||||||||||||||
Foreign currency translation adjustment | — | — | |||||||||||||||||
Balance at March 31, 2019 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Minimum pension and post retirement health care plan adjustments | — | ||||||||||||||||||
Foreign currency translation adjustment | — | — | |||||||||||||||||
Balance at June 30, 2019 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Foreign Currency Translation Adjustment | Minimum pension and post retirement benefit plan adjustments | Total Pre-Tax Amount | Tax (Benefit) Expense | Accumulated Other Comprehensive (Loss) Income | |||||||||||||||
Balance at December 31, 2017 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Cumulative effect of accounting change | — | ( | ) | ( | ) | — | ( | ) | |||||||||||
Minimum pension and post retirement health care plan adjustments | — | ||||||||||||||||||
Foreign currency translation adjustment | — | — | |||||||||||||||||
Balance at March 31, 2018 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Minimum pension and post retirement health care plan adjustments | — | ||||||||||||||||||
Foreign currency translation adjustment | ( | ) | — | ( | ) | — | ( | ) | |||||||||||
Balance at June 30, 2018 | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
(10) | EQUITY-BASED COMPENSATION |
On May 4, 2018, the shareholders of the Company approved the adoption of the Gibraltar Industries, Inc. 2018 Equity Incentive Plan (the "2018 Plan"). The 2018 Plan provides for the issuance of up to 1,000,000 shares of common stock and supplements the remaining shares available for issuance under the existing Gibraltar Industries, Inc. 2015 Equity Incentive Plan (the "2015 Plan"). Both the 2018 Plan and the 2015 Plan allow the Company to grant equity-based incentive compensation awards, in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants.
In 2016, the shareholders of the Company approved the adoption of the Gibraltar Industries, Inc. 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which allows the Company to grant awards of shares of the Company's common stock to non-employee Directors of the Company and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan.
15
Equity Based Awards - Settled in Stock
The following table sets forth the number of equity-based awards granted during the six months ended June 30, which will convert to shares upon vesting, along with the weighted average grant date fair values:
2019 | 2018 | ||||||||||||
Awards | Number of Awards (1) | Weighted Average Grant Date Fair Value | Number of Awards (2) | Weighted Average Grant Date Fair Value | |||||||||
Performance stock units | $ | $ | |||||||||||
Restricted stock units | $ | $ | |||||||||||
Deferred stock units | $ | $ | |||||||||||
Common shares | $ | $ | |||||||||||
(1) Performance stock units granted will convert to shares based on the Company's actual return on invested capital ("ROIC") relative to the ROIC targeted for the performance period ended December 31, 2019.
(2) Performance stock units granted in 2018 which will convert to 126,337 shares to be issued in the first quarter of 2021, representing 95.5 % of the targeted 2018 award, based on the Company’s actual ROIC compared to ROIC target for the performance period ended December 31, 2018.
Equity Based Awards - Settled in Cash
The Company's equity-based liability includes awards under a management stock purchase plan. As of June 30, 2019, the Company's total share-based liabilities recorded on the consolidated balance sheet were $26.1 million, of which $21.5 million was included in non-current liabilities. The share-based liabilities as of December 31, 2018 were $38.4 million, of which $23.6 million was included in non-current liabilities.
During the six-months ended June 30, 2019, the Company paid $8.9 million to participants of cash-settled performance stock units awarded in 2016. The participants earned 200 % of the target, or 256,000 units, which were converted to cash and valued at the trailing 90 -day closing price of the Company's common stock as of December 31, 2018.
Management Stock Purchase Plan
The Management Stock Purchase Plan ("MSPP") provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their Directors’ fees, convertible to restricted stock units. Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their compensation.
The deferrals and company-matching are credited to an account that represents a share-based liability. The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200-day average of the Company stock price. The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company.
The following table provides the number of restricted stock units credited to active participant accounts and the payments made with respect to restricted stock units issued under the MSPP during the six months ended June 30,:
2019 | 2018 | ||||||
Restricted stock units credited | |||||||
Share-based liabilities paid (in thousands) | $ | $ | |||||
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(11) | FAIR VALUE MEASUREMENTS |
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement as follows:
• | Level 1 - Quoted prices in active markets for identical assets or liabilities. |
• | Level 2 - Observable inputs other than quoted prices in active markets for similar assets and liabilities. |
• | Level 3 - Inputs that are unobservable inputs for the asset or liability. |
(12) | LEASES |
The Company's leases are classified as operating leases and consist of manufacturing facilities, distribution centers, office space, vehicles and equipment. For leases with terms greater than twelve months, at lease commencement the Company recognizes a right-of-use asset and a lease liability. The initial lease liability is recognized at the present value of remaining lease payments over the lease term. Leases with an initial term of twelve months or less are not recorded on the Company's consolidated balance sheet. The Company recognizes lease expense for operating leases on a straight-line basis over the lease term. The Company combines lease and non-lease components, such as common area maintenance costs, in calculating the related asset and lease liabilities for all underlying asset groups. Operating lease cost is included in income from operations and includes short-term leases and variable lease costs which are immaterial.
Most of the Company's leases include one or more options to renew, with renewal terms that can extend the respective lease term from one month to fifteen years . The exercise of lease renewal options is at the Company's sole discretion. As of June 30, 2019, the Company's renewal options are not part of the Company's operating lease assets and operating lease liabilities. Certain leases also include options to purchase at fair value the underlying leased asset at the Company's sole discretion.
(In thousands) | Classification | June 30, 2019 | |||
Assets | Operating lease assets | $ | |||
Liabilities | |||||
Current | Accrued expenses | $ | |||
Non-current | Non-current operating lease liabilities | ||||
$ | |||||
Lease cost (in thousands) | Three Months Ended June 30, 2019 | Six Months Ended June 30, 2019 | |||||
Operating lease cost | $ | $ | |||||
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Other information (in thousands) | Six Months Ended June 30, 2019 | |||
Cash paid for amounts included in the measurement of operating liabilities | $ | |||
Right-of-use assets obtained in exchange for new lease liabilities | $ | |||
Lease Term and Discount Rate | June 30, 2019 | |||
Weighted-average remaining lease term - operating leases | years | |||
Weighted-average discount rate - operating leases | % | |||
Maturity of lease liabilities | (In thousands) | |||
2019 (July 1, 2019 through December 31, 2019) | $ | |||
2020 | ||||
2021 | ||||
2022 | ||||
2023 | ||||
After 2023 | ||||
Total lease payments | ||||
Less: present value discount | ( | ) | ||
Present value of lease liabilities | $ | |||
The Company uses the its incremental borrowing rate based on information available at the commencement date of a lease in determining the present value of lease payments as the rates implicit in most of the Company's leases are not readily determinable.
Upon adoption of ASU 2016-02 on January 1, 2019, the unrecognized deferred gain related to sale-leaseback transactions was recorded as a cumulative-effect adjustment to increase retained earnings, net of related income tax effects.
(13) | EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS |
The Company has incurred exit activity costs and asset impairment charges as a result of its 80/20 simplification and portfolio management initiatives. These initiatives have resulted in the identification of low-volume, low margin, internally-produced products which have been or will be outsourced or discontinued, the simplification of processes, and in the sale and exiting of less profitable businesses or products lines.
Exit activity costs were incurred during the six months ended June 30, 2019 which related to contract terminations, moving and closing costs, and severance incurred as a result of process simplification initiatives. No facilities were closed during the six months ended June 30, 2019.
During the six months ended June 30, 2018, the Company incurred exit activity costs resulting from the above initiatives. In conjunction with these initiatives, the Company closed one facility during the first half of 2018 and sold and leased back another facility which resulted in a gain, which was partially offset by inventory impairment charges incurred for discontinued products.
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The following tables set forth the asset impairment charges and exit activity costs incurred by segment during the three and six months ended June 30, related to the restructuring activities described above (in thousands):
Three months ended June 30, | |||||||||||||||||||||||
2019 | 2018 | ||||||||||||||||||||||
Inventory write-downs &/or asset impairment charges | Exit activity costs (recoveries), net | Total | Inventory write-downs &/or asset impairment charges | Exit activity (recoveries) costs, net | Total | ||||||||||||||||||
Residential Products | $ | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||
Industrial and Infrastructure Products | ( | ) | ( | ) | |||||||||||||||||||
Renewable Energy and Conservation | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||
Corporate | |||||||||||||||||||||||
Total exit activity costs & asset impairments | $ | $ | $ | $ | $ | $ | |||||||||||||||||
Six months ended June 30, | |||||||||||||||||||||||
2019 | 2018 | ||||||||||||||||||||||
Inventory write-downs &/or asset impairment charges | Exit activity costs (recoveries), net | Total | Inventory write-downs &/or asset impairment (recoveries) charges, net | Exit activity (recoveries) costs, net | Total | ||||||||||||||||||
Residential Products | $ | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
Industrial and Infrastructure Products | ( | ) | ( | ) | |||||||||||||||||||
Renewable Energy and Conservation | ( | ) | ( | ) | |||||||||||||||||||
Corporate | |||||||||||||||||||||||
Total exit activity costs & asset impairments | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||
The following table provides a summary of where the asset impairments and exit activity costs (recoveries) were recorded in the consolidated statements of income for the three and six months ended June 30, (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Cost of sales | $ | $ | ( | ) | $ | $ | ( | ) | |||||||
Selling, general, and administrative expense | ( | ) | |||||||||||||
Net asset impairment and exit activity charges (recoveries) | $ | $ | $ | $ | ( | ) | |||||||||
The following table reconciles the beginning and ending liability for exit activity costs relating to the Company’s facility consolidation efforts (in thousands):
2019 | 2018 | ||||||
Balance at January 1 | $ | $ | |||||
Exit activity costs recognized | |||||||
Cash payments | ( | ) | ( | ) | |||
Balance at June 30 | $ | $ | |||||
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(14) | INCOME TAXES |
The following table summarizes the provision for income taxes for continuing operations (in thousands) for the three and six months ended June 30, and the applicable effective tax rates:
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Provision for income taxes | $ | $ | $ | $ | |||||||||||
Effective tax rate | % | % | % | % | |||||||||||
(15) EARNINGS PER SHARE
Basic earnings and diluted weighted-average shares outstanding are as follows for the three and six months ended June 30, (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Numerator: | |||||||||||||||
Net income available to common shareholders | $ | $ | $ | $ | |||||||||||
Denominator for basic earnings per share: | |||||||||||||||
Weighted average shares outstanding | |||||||||||||||
Denominator for diluted earnings per share: | |||||||||||||||
Weighted average shares outstanding | |||||||||||||||
Common stock options and stock units | |||||||||||||||
Weighted average shares and conversions | |||||||||||||||
The weighted average number of diluted shares does not include potential anti-dilutive common shares issuable pursuant to equity based incentive compensation awards, aggregating to 366,000 and 377,000 for the three months ended June 30, 2019 and 2018, respectively, and 312,000 and 368,000 for the six months ended June 30, 2019 and 2018, respectively.
(16) | SEGMENT INFORMATION |
The Company is organized into three reportable segments on the basis of the production process and products and services provided by each segment, identified as follows:
(i) | Residential Products, which primarily includes roof and foundation ventilation products, rain dispersion products and roofing accessories, centralized mail systems and electronic package solutions; |
(ii) | Industrial and Infrastructure Products, which primarily includes expanded and perforated metal, perimeter security systems, expansion joints, and structural bearings; and |
(iii) | Renewable Energy and Conservation, which primarily includes designing, engineering, manufacturing and installation of solar racking and electrical balance of systems and greenhouse structures. |
When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics.
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The following table illustrates certain measurements used by management to assess performance of the segments described above for the three and six months ended June 30, (in thousands):
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Net sales: | |||||||||||||||
Residential Products | $ | $ | $ | $ | |||||||||||
Industrial and Infrastructure Products | |||||||||||||||
Less: Intersegment sales | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Net Industrial and Infrastructure Products | |||||||||||||||
Renewable Energy and Conservation | |||||||||||||||
Total consolidated net sales | $ | $ | $ | $ | |||||||||||
Income from operations: | |||||||||||||||
Residential Products | $ | $ | $ | $ | |||||||||||
Industrial and Infrastructure Products | |||||||||||||||
Renewable Energy and Conservation | |||||||||||||||
Unallocated Corporate Expenses | ( | ) | ( | ) | ( | ) | ( | ) | |||||||
Total consolidated income from operations | $ | $ | $ | $ | |||||||||||
The following tables illustrate revenue disaggregated by timing of transfer of control to the customer for the three and six months ended June 30 (in thousands):
Three Months Ended June 30, 2019 | |||||||||||||||
Residential Products | Industrial and Infrastructure Products | Renewable Energy and Conservation | Total | ||||||||||||
Net sales: | |||||||||||||||
Point in Time | $ | $ | $ | $ | |||||||||||
Over Time | |||||||||||||||
Total net sales | $ | $ | $ | $ | |||||||||||
Three Months Ended June 30, 2018 | |||||||||||||||
Residential Products | Industrial and Infrastructure Products | Renewable Energy and Conservation | Total | ||||||||||||
Net sales: | |||||||||||||||
Point in Time | $ | $ | $ | $ | |||||||||||
Over Time | |||||||||||||||
Total net sales | $ | $ | $ | $ | |||||||||||
21
Six Months Ended June 30, 2019 | |||||||||||||||
Residential Products | Industrial and Infrastructure Products | Renewable Energy and Conservation | Total | ||||||||||||
Net sales: | |||||||||||||||
Point in Time | $ | $ | $ | $ | |||||||||||
Over Time | |||||||||||||||
Total net sales | $ | $ | $ | $ | |||||||||||
Six Months Ended June 30, 2018 | |||||||||||||||
Residential Products | Industrial and Infrastructure Products | Renewable Energy and Conservation | Total | ||||||||||||
Net sales: | |||||||||||||||
Point in Time | $ | $ | $ | $ | |||||||||||
Over Time | |||||||||||||||
Total net sales | $ | $ | $ | $ | |||||||||||
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain information set forth herein includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and, therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “anticipates,” “expects,” “estimates,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, competition, strategies and the industries in which we operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” disclosed in our Annual Report on Form 10-K. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if our results of operations, financial condition and liquidity and the development of the industries in which we operate are consistent with the forward-looking statements contained in this quarterly report, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make herein speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Overview
Gibraltar Industries, Inc. (the "Company") is a leading manufacturer and distributor of building products for residential, industrial, infrastructure, and renewable energy and conservation markets.
The Company operates and reports its results in the following three reporting segments, entitled:
• | Residential Products; |
• | Industrial and Infrastructure Products; and |
• | Renewable Energy and Conservation. |
22
Our Residential Products segment services residential repair and remodeling activity and new residential housing construction with products including roof and foundation ventilation products, centralized mail systems and electronic package solutions, rain dispersion products and accessories. This segment's products are sold through major retail home centers, building material wholesalers, distributor groups, residential contractors and directly to multi-family property management companies.
Our Industrial and Infrastructure Products segment focuses on a variety of markets including industrial and commercial construction, highway and bridge construction, automotive, airports and energy and power generation markets with products including perimeter security, expanded and perforated metal, plank grating and architectural facades, as well as, expansion joints and structural bearings for roadways and bridges. This segment sells its products through steel fabricators and distributors, commercial and transportation contractors, and original equipment manufacturers.
Our Renewable Energy and Conservation segment focuses on the design, engineering, manufacturing and installation of solar racking systems and commercial, institutional, and retail greenhouse structures. This segment's services and products are provided directly to developers, power companies, solar energy contractors, and institutional and commercial growers of plants.
As of June 30, 2019, we operated 41 facilities, comprised of 29 manufacturing facilities, five distribution centers, and seven offices, which are located in 18 states, Canada, China, and Japan, and are able to accommodate our capacity needs to meet current levels of demand throughout North America and, to a lesser extent, Asia.
Business Strategy
Our business strategy focuses on accelerating the growth and financial returns of the Company. We strive to deliver best-in-class, sustainable value creation for our shareholders, customers and team members, and we believe this can be achieved from a transformational change in the Company’s portfolio and strong operating performance. Our business strategy has four key elements, or "pillars," which are: operational excellence, innovation, portfolio management, and acquisitions as a strategic accelerator.
Operational excellence is our first pillar in this strategy. We focus on reducing complexity, adjusting costs and simplifying our product offering through 80/20 initiatives (“80/20”). 80/20 is the practice of focusing on our largest and best opportunities (the “80”) and eliminating complexity associated with less profitable opportunities (the “20”). The execution of 80/20 across our businesses, along with in-lining and market rate of demand replenishment initiatives, has and will continue to improve our service levels, overall profitability, and efficiency in the deployment of capital.
Innovation is our second strategic pillar. Our focus is on making innovation a strong competency across our organization to ensure we consistently bring new products, better processes, and value added services to our markets and customers. We are focused on delivering solutions that create more relevance for our end customers, and position our team as a trusted and reliable partner. Our trade focus initiatives are focused on connecting with our end user groups to better understand their needs and the market challenges we need to solve. This effort is expected to produce ideas and opportunities that generate profitable and sustainable growth for us and enhance the value we provide our customers. Our focus on innovation is centered on our current end markets, including, postal and parcel products, infrastructure, renewable energy and conservation. These respective markets are expected to grow based on demand for: centralized mail and parcel delivery systems, including solutions for the last mile of delivery; energy sources not dependent on fossil fuels, crops utilized in medical and recreational products, and the growing demand for locally grown produce.
The third pillar of our strategy is portfolio management, which is a natural adjunct to the 80/20 initiative. Using the 80/20 process, we conduct strategic reviews of our customers and end markets, and allocate leadership time, capital and resources to the platforms and businesses having the greatest potential revenues, profits and margins. As a result, we have sold and divested businesses and product lines which have helped contribute to the Company's realization of a higher rate of return on invested capital. We view portfolio management as a continuous process that will remain an important part of our strategy as we look to improve Gibraltar's long-term financial performance.
23
The fourth pillar of our strategy is acquisitions. We have targeted four key markets in which to make strategic acquisitions which are served by existing platforms within the Company. The target markets include: postal, parcel and storage solutions; infrastructure; renewable energy; and conservation. These platforms are all in large markets in which the underlying trends for customer convenience and safety, energy-savings and resource conservation are of increasing importance and are expected to drive long-term demand. We believe these markets also offer the opportunity for higher returns on our investments than those we have generated in the past. The acquisitions of Rough Brothers Manufacturing, Inc., RBI Solar, Inc., and affiliates, collectively known as "RBI" in June 2015, Nexus Corporation ("Nexus") in October 2016, Package Concierge in February 2017, and most recently, SolarBOS in August 2018, were the direct result of this fourth pillar strategy. We also consider businesses outside of these four markets, as we continually search out opportunities to grow our business in large markets with expected growth in demand for the foreseeable future, where we can add value through our manufacturing expertise, 80/20 process and purchasing synergies.
Overall, we believe our business strategy has enabled us to achieve stronger financial results, make more efficient use of capital and deliver higher shareholder returns. Going forward, we will continue to improve upon our operational excellence, optimize our assets and working capital efficiency, and invest in innovation and new product development to drive profitable and sustainable growth.
Recent Developments
On January 2, 2019, the Company appointed William T. Bosway as President and Chief Executive Officer of the Company and a member of the Board of Directors. Over the past 29 years, Mr. Bosway has worked for two Fortune 500 industrial companies and brings to the Company strong leadership skills and significant experience in acquisitions, driving organic growth, lean manufacturing and continuous improvement techniques.
On March 18, 2019, the Company appointed Patrick M. Burns as Chief Operating Officer. In his position as Chief Operating Officer, Mr. Burns will be responsible for all aspects of Gibraltar’s day to day operations across its businesses and such other executive duties as he is assigned from time to time by the Board of Directors and the Chief Executive Officer.
On January 24, 2019, we entered into the Company's Sixth Amended and Restated Credit Agreement (the "Senior Credit Agreement") which includes a 5-year, $400 million revolving credit facility. The Senior Credit Agreement also provides the Company the opportunity, upon request, to increase the amount of the revolving credit facility to $700 million.
In conjunction with entering into the Senior Credit Agreement on February 1, 2019, the Company redeemed all $210 million of its outstanding 6.25% Senior Subordinated Bonds. The amended Senior Credit Agreement provides the Company with access to capital and improves our financial flexibility.
On August 21, 2018, the Company acquired all of the outstanding stock of SolarBOS for an aggregate purchase price of $6.4 million which includes a working capital adjustment and certain other adjustments provided for in the stock purchase agreement. The acquisition was financed through cash on hand. SolarBOS is a provider of electrical balance of systems products, which consists of electrical components such as wiring, switches, and combiner boxes that support photovoltaic systems, for the U.S. solar renewable energy market. The results of operations of SolarBOS have been included in the Renewable Energy and Conservation segment of the Company's consolidated financial statements from the date of acquisition.
Economic Conditions
The end markets our businesses serve are subject to economic conditions that are influenced by various factors. These factors include but are not limited to changes in general economic conditions, interest rates, exchange rates, commodity costs, demand for residential construction, demand for repair and remodeling, governmental policies and funding, tax policies and incentives, tariffs, trade policies, the level of non-residential construction and infrastructure projects, need for protection of high value assets, demand for renewable energy sources, and climate change. We believe the key elements of our strategy will allow us to respond timely to changes in these factors.
24
Results of Operations
Three Months Ended June 30, 2019 Compared to the Three Months Ended June 30, 2018
The following table sets forth selected results of operations data (in thousands) and its percentage of net sales for the three months ended June 30:
2019 | 2018 | ||||||||||||
Net sales | $ | 262,655 | 100.0 | % | $ | 266,036 | 100.0 | % | |||||
Cost of sales | 199,097 | 75.8 | % | 195,533 | 73.5 | % | |||||||
Gross profit | 63,558 | 24.2 | % | 70,503 | 26.5 | % | |||||||
Selling, general, and administrative expense | 36,952 | 14.1 | % | 38,229 | 14.4 | % | |||||||
Income from operations | 26,606 | 10.1 | % | 32,274 | 12.1 | % | |||||||
Interest expense | 219 | 0.0 | % | 3,130 | 1.1 | % | |||||||
Other (income) expense | (13 | ) | 0.0 | % | 13 | 0.0 | % | ||||||
Income before taxes | 26,400 | 10.1 | % | 29,131 | 11.0 | % | |||||||
Provision for income taxes | 6,487 | 2.5 | % | 6,294 | 2.4 | % | |||||||
Net income | $ | 19,913 | 7.6 | % | $ | 22,837 | 8.6 | % | |||||
The following table sets forth the Company’s net sales by reportable segment for the three months ended June 30, (in thousands):
2019 | 2018 | Total Change | |||||||||
Net sales: | |||||||||||
Residential Products | $ | 130,433 | $ | 131,128 | $ | (695 | ) | ||||
Industrial and Infrastructure Products | 56,547 | 61,561 | (5,014 | ) | |||||||
Less: Intersegment sales | (329 | ) | (368 | ) | 39 | ||||||
Net Industrial and Infrastructure Products | 56,218 | 61,193 | (4,975 | ) | |||||||
Renewable Energy and Conservation | 76,004 | 73,715 | 2,289 | ||||||||
Consolidated | $ | 262,655 | $ | 266,036 | $ | (3,381 | ) | ||||
Consolidated net sales decreased by $3.4 million, or 1.2%, to $262.7 million for the three months ended June 30, 2019 compared to the three months ended June 30, 2018. The 1.2% decrease was the net result of a 5.2% decrease in volume and a 2.7% increase in pricing to customers. Growth in our Renewable Energy and Conservation segment, including the contribution from our prior year acquisition of SolarBOS, and essentially flat revenues in our Residential Products segment were more than offset by lower demand in our Industrial business.
Net sales in our Residential Products segment decreased 0.5%, or $0.7 million, to $130.4 million for the three months ended June 30, 2019 compared to $131.1 million for the three months ended June 30, 2018. The slight decrease from the prior year quarter was the result of lower demand for our building products, due in part to unfavorable weather earlier in the quarter and labor shortages, largely offset by carryover customer selling price increases implemented during the second half of 2018.
Net sales in our Industrial and Infrastructure Products segment decreased 8.2%, or $5.0 million, to $56.2 million for the three months ended June 30, 2019 compared to $61.2 million for the three months ended June 30, 2018. Volumes for our core expanded metal products in the Industrial business were lower as customers made greater use of their existing inventories as steel prices declined during the quarter. Partially offsetting this decrease was increased volume in the Infrastructure business. In addition, during the quarter, we built growing backlogs in both our perimeter security solutions and infrastructure products.
25
Net sales in our Renewable Energy and Conservation segment increased 3.1%, or $2.3 million, to $76.0 million for the three months ended June 30, 2019 compared to $73.7 million for the three months ended June 30, 2018. The increase was the result of strong demand in our greenhouse solutions and a $3.2 million contribution from the prior year acquisition of SolarBOS. Partially offsetting this increase, as expected, were lower revenues in our solar business. We proactively paused on new solar tracker projects during the quarter while implementing field modifications to existing installations, and expect that these new installation projects will proceed as planned in the second half of 2019. We built growing backlogs in the segment during the quarter for both our greenhouse and solar solutions.
Our consolidated gross margin decreased to 24.2% for the three months ended June 30, 2019 compared to 26.5% for the three months ended June 30, 2018. This decrease was the result of an unfavorable alignment of material costs to customer selling prices, volume and incremental costs incurred for planned field improvements for our tracker solution. Benefits from our 80/20 simplification initiatives partially offset the decrease in margin.
Selling, general, and administrative (SG&A) expenses decreased by $1.3 million, or 3.3%, to $37.0 million for the three months ended June 30, 2019 from $38.2 million for the three months ended June 30, 2018. The $1.3 million decrease was the result of $4.8 million of lower performance-based compensation expenses, partially offset by a $1.7 million increase in senior leadership transition costs and a $1.4 million increase in exit activity costs related to our simplification initiatives, as compared to the prior year quarter. SG&A expenses as a percentage of net sales decreased to 14.1% for the three months ended June 30, 2019 compared to 14.4% for the three months ended June 30, 2018.
The following table sets forth the Company’s income from operations and income from operations as a percentage of net sales by reportable segment for the three months ended June 30, (in thousands):
2019 | 2018 | Total Change | |||||||||||||||
Income from operations: | |||||||||||||||||
Residential Products | $ | 20,778 | 15.9 | % | $ | 24,196 | 18.5 | % | $ | (3,418 | ) | ||||||
Industrial and Infrastructure Products | 4,069 | 7.2 | % | 6,604 | 10.8 | % | (2,535 | ) | |||||||||
Renewable Energy and Conservation | 9,649 | 12.7 | % | 9,556 | 13.0 | % | 93 | ||||||||||
Unallocated Corporate Expenses | (7,890 | ) | (3.0 | )% | (8,082 | ) | (3.0 | )% | 192 | ||||||||
Consolidated income from operations | $ | 26,606 | 10.1 | % | $ | 32,274 | 12.1 | % | $ | (5,668 | ) | ||||||
Our Residential Products segment generated an operating margin of 15.9% during the three months ended June 30, 2019 compared to 18.5% during the three months ended June 30, 2018. The decrease resulted from an unfavorable alignment of material costs to customer selling prices, reduced leverage on lower volume, and unfavorable product mix, partially offset by continued benefits from 80/20 simplification initiatives.
Our Industrial and Infrastructure Products segment generated an operating margin of 7.2% during the three months ended June 30, 2019 compared to 10.8% during the three months ended June 30, 2018. The decrease in operating margin was the result of volume, an unfavorable product mix and a less favorable alignment of material costs to pricing, partially offset by the continued benefit from the Company's 80/20 initiatives.
The Renewable Energy and Conservation segment generated an operating margin of 12.7% in the current year quarter compared to 13.0% in the prior year quarter. The decrease in operating margin was largely the result of $2.3 million in incremental costs related to the planned field improvements for our solar tracker solution which was largely offset by a favorable alignment of material costs to customer selling prices and mix.
Unallocated corporate expenses decreased $0.2 million from $8.1 million during the three months ended June 30, 2018 to $7.9 million during the three months ended June 30, 2019. This decrease from the prior year quarter was due to lower performance-based compensation expenses as compared to the prior year quarter nearly offset by senior leadership transition costs and exit activity costs incurred during the quarter.
Interest expense decreased by $2.9 million to $0.2 million for the three months ended June 30, 2019 compared to $3.1 million for the three months ended June 30, 2018. The decrease in expense resulted from the redemption of the Company's outstanding 6.25% Senior Subordinated Notes during the first quarter of 2019. During the three months ended June 30, 2019 and 2018, no amounts were outstanding under our then applicable revolving credit facility.
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We recognized a provision for income taxes of $6.5 million and $6.3 million, with effective tax rates of 24.6% and 21.6% for the three months ended June 30, 2019, and 2018, respectively. The effective tax rate for the second quarter of 2019 was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items. The effective tax rate for the second quarter of 2018 exceeded the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences largely offset by favorable discrete items, including a $1.9 million tax benefit related to performance share unit vesting.
Six Months Ended June 30, 2019 Compared to the Six Months Ended June 30, 2018
The following table sets forth selected results of operations data (in thousands) and its percentage of net sales for the six months ended June 30:
2019 | 2018 | ||||||||||||
Net sales | $ | 490,072 | 100.0 | % | $ | 481,373 | 100.0 | % | |||||
Cost of sales | 382,614 | 78.1 | % | 362,552 | 75.3 | % | |||||||
Gross profit | 107,458 | 21.9 | % | 118,821 | 24.7 | % | |||||||
Selling, general, and administrative expense | 70,286 | 14.3 | % | 72,704 | 15.1 | % | |||||||
Income from operations | 37,172 | 7.6 | % | 46,117 | 9.6 | % | |||||||
Interest expense | 2,280 | 0.5 | % | 6,399 | 1.3 | % | |||||||
Other expense (income) | 576 | 0.1 | % | (572 | ) | (0.1 | )% | ||||||
Income before taxes | 34,316 | 7.0 | % | 40,290 | 8.4 | % | |||||||
Provision for income taxes | 8,058 | 1.6 | % | 9,101 | 1.9 | % | |||||||
Net income | $ | 26,258 | 5.4 | % | $ | 31,189 | 6.5 | % | |||||
The following table sets forth the Company’s net sales by reportable segment for the six months ended June 30, (in thousands):
2019 | 2018 | Total Change | |||||||||
Net sales: | |||||||||||
Residential Products | $ | 234,142 | $ | 235,076 | $ | (934 | ) | ||||
Industrial and Infrastructure Products | 111,735 | 116,185 | (4,450 | ) | |||||||
Less: Intersegment sales | (646 | ) | (589 | ) | (57 | ) | |||||
Net Industrial and Infrastructure Products | 111,089 | 115,596 | (4,507 | ) | |||||||
Renewable Energy and Conservation | 144,841 | 130,701 | 14,140 | ||||||||
Consolidated | $ | 490,072 | $ | 481,373 | $ | 8,699 | |||||
Consolidated net sales increased by $8.7 million, or 1.8%, to $490.1 million for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. The 1.8% increase, the result of a 4.1% increase in pricing to customers, was partially offset by a 3.5% decrease in volume. Volume decline in our Industrial and Infrastructure Products segment was more than offset by strong growth in our Renewable Energy and Conservation segment which included a $5.8 million contribution from the prior year acquisition of SolarBOS.
Net sales in our Residential Products segment decreased 0.4%, or $0.9 million, to $234.1 million for the six months ended June 30, 2019 compared to $235.1 million in the six months ended June 30, 2018. The slight decrease from the prior year was the result of lower demand for our building products largely offset by carryover customer selling price increases implemented during the second half of 2018.
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Net sales in our Industrial and Infrastructure Products segment decreased 3.9%, or $4.5 million, to $111.1 million for the six months ended June 30, 2019 compared to $115.6 million for the six months ended June 30, 2018. Volumes for our core expanded metal products in the Industrial business were lower as customers made greater use of their existing inventories as steel prices declined during the first half of the year. Partially offsetting this decrease was increased volume in the Infrastructure business. In addition, we built growing backlogs in both our perimeter security solutions and infrastructure products during the six months ended June 30, 2019.
Net sales in our Renewable Energy and Conservation segment increased 10.8%, or $14.1 million, to $144.8 million for the six months ended June 30, 2019 compared to $130.7 million for the six months ended June 30, 2018. The increase was the result of strong demand for our greenhouse solutions, the impact from our innovative products, and a $5.8 million contribution from the prior year acquisition of SolarBOS. We built growing backlogs in the segment for both our greenhouse and solar solutions during the six months ended June 30, 2019.
Our consolidated gross margin decreased to 21.9% for the six months ended June 30, 2019 compared to 24.7% for the six months ended June 30, 2018. This decrease was the result of an unfavorable alignment of material costs to customer selling prices, volume leverage and incremental costs incurred for planned field improvements for our tracker solution. Benefits from our 80/20 simplification initiatives partially offset the decrease in margin.
Selling, general, and administrative (SG&A) expenses decreased by $2.4 million, or 3.3%, to $70.3 million for the six months ended June 30, 2019 from $72.7 million for the six months ended June 30, 2018. The $2.4 million decrease was primarily due to a $7.1 million decrease in performance-based compensation expenses, partially offset by a $3.7 million increase in senior leadership transition costs and a $2.1 million increase in exit activity costs related to our simplification initiatives. SG&A expenses as a percentage of net sales decreased to 14.3% in the six months ended June 30, 2019 compared to 15.1% in the six months ended June 30, 2018.
The following table sets forth the Company’s income from operations and income from operations as a percentage of net sales by reportable segment for the six months ended June 30, (in thousands):
2019 | 2018 | Total Change | |||||||||||||||
Income from operations: | |||||||||||||||||
Residential Products | $ | 32,868 | 14.0 | % | $ | 37,434 | 15.9 | % | $ | (4,566 | ) | ||||||
Industrial and Infrastructure Products | 8,198 | 7.4 | % | 9,206 | 8.0 | % | (1,008 | ) | |||||||||
Renewable Energy and Conservation | 11,281 | 7.8 | % | 13,618 | 10.4 | % | (2,337 | ) | |||||||||
Unallocated Corporate Expenses | (15,175 | ) | (3.1 | )% | (14,141 | ) | (2.9 | )% | (1,034 | ) | |||||||
Consolidated income from operations | $ | 37,172 | 7.6 | % | $ | 46,117 | 9.6 | % | $ | (8,945 | ) | ||||||
Our Residential Products segment generated an operating margin of 14.0% during the six months ended June 30, 2019 compared to 15.9% during the six months ended June 30, 2018. The decrease in operating margin was due to an unfavorable alignment of material costs to customer selling prices, reduced leverage on lower volume, and unfavorable product mix, partially offset by benefits from 80/20 simplification initiatives.
Our Industrial and Infrastructure Products segment generated an operating margin of 7.4% during the six months ended June 30, 2019 compared to 8.0% during the six months ended June 30, 2018. The decrease in operating margin was the result of volume and an unfavorable alignment of material costs to pricing, which were partially offset by operational efficiencies resulting from the Company's 80/20 initiatives.
The Renewable Energy and Conservation segment generated an operating margin of 7.8% during the first half of the current year compared to 10.4% in the same period of the prior year. The decrease in operating margin was largely the result of additional costs related to the field improvements for our solar tracker solution which more than offset the benefits of favorable alignment of material costs to customer selling prices and volume leverage.
Unallocated corporate expenses increased $1.0 million from $14.1 million during the six months ended June 30, 2018 to $15.2 million during the six months ended June 30, 2019. This increase was due to senior leadership transition costs and exit activity costs charges partially offset by a decrease in performance-based compensation expenses.
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The Company recorded other expense of $0.6 million for the six months ended June 30, 2019 and other income of $0.6 million for the six months ended June 30, 2018. The increase in other expense from the prior year was primarily the result of foreign currency fluctuations.
Interest expense decreased by $4.1 million to $2.3 million for the six months ended June 30, 2019 compared to $6.4 million for the six months ended June 30, 2018. The decrease in expense resulted from the redemption of the Company's outstanding 6.25% Senior Subordinated Notes during the first quarter of 2019. During the six months ended June 30, 2019 and 2018, no amounts were outstanding under our then applicable revolving credit facility.
We recognized a provision for income taxes of $8.1 million and $9.1 million, with effective tax rates of 23.5% and 22.6% for the six months ended June 30, 2019, and 2018, respectively. The effective tax rate for the six months ended June 30, 2019 exceeded the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items. The effective tax rate for the six months ended June 30, 2018 exceeded the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items, including a $1.9 million tax benefit related to performance share unit vesting.
Outlook
With our increased backlog levels built during the quarter, we expect positive end-market activity across our portfolio during the second half of the year. Our backlog demonstrates our ability to drive sustainable growth.
We continue to accelerate our 80/20 operating cadence, invest in new product development, and continue to get closer to our customers. We are actively assessing acquisitions that will strengthen our platforms, enhance our growth and margin profile, and expand our presence in the end markets that we serve.
The Company is maintaining its guidance for revenues and earnings for the full year 2019. We expect 2019 consolidated revenues to be in excess of $1 billion. GAAP EPS for full year 2019 is expected to be between $1.95 and $2.10, compared with $1.96 in 2018.
For the third quarter of 2019, the Company is expecting revenue in the range of $288 million to $298 million. GAAP EPS for the third quarter 2019 is expected to be between $0.71 and $0.78, compared to $0.60 in 2018.
Liquidity and Capital Resources
General
Our principal capital requirements are to fund our operations' working capital and capital improvements and to provide capital for acquisitions. We will continue to invest in growth opportunities as appropriate while focusing on working capital efficiency and profit improvement opportunities to minimize the cash invested to operate our businesses.
As of June 30, 2019, our liquidity of $475.9 million consisted of $81.9 million of cash and $394.0 million of availability under our revolving credit facility as compared to liquidity of $587.8 million as of December 31, 2018 and $501.0 million as of June 30, 2018.
On January 24, 2019, we entered into the Company's Sixth Amended and Restated Credit Agreement (the "Senior Credit Agreement") which includes a 5-year, $400 million revolving credit facility. The Senior Credit Agreement also provides the Company the opportunity, upon request, to increase the amount under the revolving credit facility to $700 million.
Utilizing existing cash on hand, the Company repaid $210 million of 6.25% Senior Subordinated Notes on February 1, 2019. We believe that our resulting low leverage and increased borrowing capacity along with enhanced flexibility in our new Senior Credit Agreement, provide us with ample liquidity. We believe our liquidity, together with the cash expected to be generated from operations, should be sufficient to fund working capital needs and simplification initiatives. We continue to search for strategic acquisitions. Larger acquisitions may require additional borrowings and/or the issuance of our common stock or other securities.
29
Our Senior Credit Agreement provides the Company with liquidity and capital resources for use by our U.S. operations. Historically, our foreign operations have generated cash flow from operations sufficient to invest in working capital and fund their capital improvements. As of June 30, 2019, our foreign subsidiaries held $23.0 million of cash in U.S. dollars, of which $13.9 million is available to be repatriated to the U.S. tax-free. Subsequent cash generated by our foreign subsidiaries will be reinvested into their operations.
Over the long-term, we expect that future investments, including strategic business opportunities such as acquisitions, may be financed through a number of sources, including internally available cash, availability under our revolving credit facility, new debt financing, the issuance of equity securities, or any combination of the above. Any potential acquisitions are evaluated based on our acquisition strategy, which includes the enhancement of our existing products, operations, or capabilities, expanding our access to new products, markets, and customers, and the improvement of shareholder value. Our 2018 acquisition of SolarBOS was funded by cash on hand.
These expectations are forward-looking statements based upon currently available information and may change if conditions in the credit and equity markets deteriorate or other circumstances change. To the extent that operating cash flows are lower than current levels, or sources of financing are not available or not available at acceptable terms, our future liquidity may be adversely affected.
Cash Flows
The following table sets forth selected cash flow data for the six months ended June 30, (in thousands):
2019 | 2018 | ||||||
Cash provided by (used in): | |||||||
Operating activities | $ | 6,486 | $ | (3,803 | ) | ||
Investing activities | (6,469 | ) | (775 | ) | |||
Financing activities | (216,176 | ) | (5,890 | ) | |||
Effect of foreign exchange rate changes | 1,035 | (1,069 | ) | ||||
Net decrease in cash and cash equivalents | $ | (215,124 | ) | $ | (11,537 | ) | |
During the six months ended June 30, 2019, net cash provided by operating activities totaling $6.5 million was primarily driven by net income of $26.3 million and $18.7 million of non-cash charges including depreciation, amortization, stock compensation and other charges, offset by an investment in working capital and other net assets of $38.5 million. Net cash used in operating activities for the six months ended June 30, 2018 totaled $3.8 million was primarily driven by an investment in working capital and other net assets of $50.2 million, partially offset by net income of $31.2 million and $15.2 million from non-cash charges including depreciation, amortization, stock compensation, and exit activities.
During the six months ended June 30, 2019, the cash invested in working capital and other net assets of $38.5 million included a $41.2 million increase in accounts receivable, a $9.8 million decrease in accrued expenses and other non-current liabilities, and a $5.0 million increase in other assets, which was partially offset by a $13.5 million decrease in inventory and a $4.0 million increase in accounts payable. The increase in accounts receivable primarily relates to seasonal increases in manufacturing activity. The decrease in accrued expenses and other non-current liabilities was due to payments made pursuant to the Company's performance based incentive plans, interest on the redemption of the Company's 6.25% Senior Subordinated Notes on February 1, 2019, and accrued customer rebates, partially offset by costs correlated to the timing of customer payments. The decrease in inventory was driven by planned inventory management reduction initiatives. Total other current assets and other assets increased due to the timing of prepaid expenses. Accounts payable increased due to the seasonal increase in manufacturing activity.
Net cash used in investing activities for the six months ended June 30, 2019 of $6.5 million consisted of capital expenditures of $6.2 million and payment of $0.3 million related to the final purchase adjustment for the acquisition of SolarBOS. Net cash provided by investing activities for the six months ended June 30, 2018 of $0.8 million was the result of capital expenditures of $3.7 million and net proceeds of $2.9 million from the sale and lease-back of property and equipment.
30
Net cash used in financing activities for the six months ended June 30, 2019 of $216.2 million primarily consisted of long term debt repayments for the repayment of the $210.0 million of 6.25% Senior Subordinated Notes along with $2.0 million in other debt repayments, purchases of treasury stock of $3.2 million, and payment of debt issuance costs of $1.2 million, partially offset by proceeds received from the issuance of common stock of $0.2 million from stock options exercised. Net cash used in financing activities for the six months ended June 30, 2018 of $5.9 million consisted of the purchase of treasury stock of $6.0 million due to a large number of performance awards that vested in June 2018 and payment of long-term debt borrowings of $0.4 million partially offset by the proceeds received from the issuance of common stock of $0.5 million.
Senior Credit Agreement
Our new 2019 Senior Credit Agreement provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million. The Company can request additional financing from the banks to increase the revolving credit facility to $700 million or enter into a term loan of up to $300 million subject to conditions set forth in the Senior Credit Agreement. The 2019 Senior Credit Agreement is committed through January 23, 2024. Borrowings under the 2019 Senior Credit Agreement are secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries. The 2019 Senior Credit Agreement contains three financial covenants. As of June 30, 2019, the Company is in compliance with all three covenants.
Interest rates on the revolving credit facility are based on the LIBOR plus 1.125%. In addition, the revolving credit facility is subject to an undrawn commitment fee ranging between 0.15% and 0.25% based on the Total Leverage Ratio and the daily average undrawn balance.
As of June 30, 2019, we have $394.0 million of availability under our revolving credit agreement, net of outstanding letters of credit of $6.0 million. No amounts were outstanding under our revolving credit facility as of June 30, 2019 and December 31, 2018.
Off Balance Sheet Financing Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.
Contractual Obligations
Our contractual obligations have not changed materially from the disclosures included in Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.
Critical Accounting Estimates
In the current year, there have been no changes to our critical accounting estimates from those disclosed in the consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2018.
Recent Accounting Pronouncements
See Note 2 to the Company's consolidated financial statements in Part I, Item 1 of this Form 10-Q for further information on recent accounting pronouncements.
Item 3. Qualitative and Quantitative Disclosures About Market Risk
In the ordinary course of business, the Company is exposed to various market risk factors, including changes in general economic conditions, competition, foreign exchange rates, and raw materials pricing and availability. In addition, the Company is exposed to other financial market risks, primarily related to its long-term debt and foreign operations. Refer to Item 7A in the Company's Form 10-K for the year ended December 31, 2018 for more information about the Company's exposure to market risk.
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Item 4. Controls and Procedures
(a) | Evaluation of Disclosure Controls and Procedures |
The Company maintains a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). The Company’s Chief Executive Officer and the Chief Financial Officer evaluated the effectiveness of the Company’s disclosure controls as of the end of the period covered in this report. Based upon that evaluation and the definition of disclosure controls and procedures contained in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of the end of such period the Company’s disclosure controls and procedures were effective.
(b) | Changes in Internal Control over Financial Reporting |
There have been no changes in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f) or 15d-15(f)) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Not applicable.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018. These risks and uncertainties have the potential to materially affect our business, financial condition, results of operation, cash flows, and future prospects. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may materially adversely impact our business, financial condition, or operating results. We believe there have been no material changes from the risk factors previously disclosed in our Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
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Item 6. Exhibits
(a) Exhibits
Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002. | ||
Certification of Senior Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002. | ||
Certification of the President and Chief Executive Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002. | ||
Certification of the Senior Vice President and Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002. | ||
101.INS | XBRL Instance Document * | |
101.SCH | XBRL Taxonomy Extension Schema Document * | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document * | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document * | |
101.PRA | XBRL Taxonomy Extension Presentation Linkbase Document * | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document * | |
* | Submitted electronically with this Quarterly Report on Form 10-Q. |
33
SIGNATURES
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, thereunto duly authorized.
GIBRALTAR INDUSTRIES, INC.
(Registrant)
/s/ William T. Bosway |
William T. Bosway |
President and Chief Executive Officer |
/s/ Timothy F. Murphy |
Timothy F. Murphy |
Senior Vice President and Chief Financial Officer |
Date: July 26, 2019
34
EXHIBIT 31.1
CERTIFICATIONS
I, William T. Bosway, certify that:
1. | I have reviewed this report on Form 10-Q of Gibraltar Industries, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) or 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | July 26, 2019 | /s/ William T. Bosway | |
William T. Bosway | |||
President and Chief Executive Officer | |||
EXHIBIT 31.2
CERTIFICATIONS
I, Timothy F. Murphy, certify that:
1. | I have reviewed this report on Form 10-Q of Gibraltar Industries, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) or 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: | July 26, 2019 | /s/ Timothy F. Murphy | |
Timothy F. Murphy | |||
Senior Vice President and Chief Financial Officer | |||
EXHIBIT 32.1
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, William T. Bosway, President and Chief Executive Officer, of Gibraltar Industries, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ William T. Bosway |
William T. Bosway |
President and Chief Executive Officer |
July 26, 2019 |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
EXHIBIT 32.2
CERTIFICATION OF SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Timothy F. Murphy, Senior Vice President and Chief Financial Officer, of Gibraltar Industries, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2019 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Timothy F. Murphy |
Timothy F. Murphy |
Senior Vice President and Chief Financial Officer |
July 26, 2019 |
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.