UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 6, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation ) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices) (Zip Code)
(716 ) 826-6500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
TABLE OF CONTENTS
| Item 2.02 Results of Operations and Financial Condition | 3 | ||||||||||||||||
| Item 5.07 Submission of Matters to a Vote of Security Holders | 3 | ||||||||||||||||
| Item 7.01 Regulation FD Disclosure | 3 | ||||||||||||||||
| Item 8.01 Other Events | 4 | ||||||||||||||||
| Item 9.01 Financial Statements and Exhibits | 4 | ||||||||||||||||
| SIGNATURE | 5 | ||||||||||||||||
2
Item 2.02 Results of Operations and Financial Condition
and
Item 7.01 Regulation FD Disclosure
The following information is furnished pursuant to both Item 2.02 and Item 7.01:
On May 5, 2021, Gibraltar Industries, Inc. (the “Company”) issued a news release and held a conference call regarding results for the three months ended March 31, 2021. A copy of the news release (the “Release”) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company references adjusted financial information in both the Release and the conference call. A reconciliation of these adjusted financial measures is contained in the Release. The information in this Form 8-K under the captions Items 2.02 and 7.01 and Item 9.01, including the Release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, unless the Company specifically incorporates it by reference in a document filed under the Securities Act or the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its 2021 Annual Meeting of Stockholders on May 5, 2021 in a virtual meeting format. Stockholders representing 30,944,848 shares, or 94.83%, of the common shares outstanding as of the March 19, 2021 record date were present in person or were represented at the meeting by proxy. The items listed below were submitted to a vote of the stockholders through the solicitation of proxies. The proposals are described in the Company's Definitive Proxy Statement for the 2021 Annual Meeting filed April 2, 2021. Final voting results are shown below.
Proposal 1 - Election of Directors
In order to be elected, each nominee for election as a director requires the affirmative vote of a majority of the shares present at the 2021 Annual Meeting and entitled to vote. Nine directors were elected to hold office for a one-year term expiring in 2022. The following summarizes the votes received for each nominee for director.
| Director | Votes Cast For | Votes Cast Against | Abstain | % of Votes For | Broker Non-Votes | |||||||||||||||||||||||||||
| Mark G. Barberio | 29,906,094 | 60,672 | 8,050 | 99.77% | 970,032 | |||||||||||||||||||||||||||
| William T. Bosway | 29,946,623 | 20,891 | 7,302 | 99.91% | 970,032 | |||||||||||||||||||||||||||
| Craig A. Hindman | 29,542,694 | 424,084 | 8,038 | 98.56% | 970,032 | |||||||||||||||||||||||||||
| Gwendolyn G. Mizell | 29,746,763 | 220,389 | 7,664 | 99.24% | 970,032 | |||||||||||||||||||||||||||
| William P. Montague | 28,547,690 | 1,419,076 | 8,050 | 95.24% | 970,032 | |||||||||||||||||||||||||||
| Linda K. Myers | 29,809,057 | 157,895 | 7,864 | 99.45% | 970,032 | |||||||||||||||||||||||||||
| James B. Nish | 29,913,936 | 53,032 | 7,848 | 99.80% | 970,032 | |||||||||||||||||||||||||||
| Atlee Valentine Pope | 29,642,763 | 324,161 | 7,892 | 98.89% | 970,032 | |||||||||||||||||||||||||||
| Manish H. Shah | 29,941,286 | 24,207 | 9,323 | 99.89% | 970,032 | |||||||||||||||||||||||||||
Proposal 2 - Amendment of the Company's Certificate of Incorporation
This proposal was to approve an amendment to the Company's Certificate of Incorporation of Gibraltar Industries, Inc. to increase the number of authorized shares of common stock from 50,000,000 to 100,000,000, and to correspondingly increase the total authorized shares of stock from 60,000,000 to 110,000,000.
| Votes Cast For | Votes Cast Against | Abstain | % of Votes For | |||||||||||||||||
| 29,612,499 | 1,314,147 | 18,202 | 95.69% | |||||||||||||||||
3
Proposal 3 - Advisory Vote on Executive Compensation ("Say-on-Pay")
This proposal was an advisory vote of the stockholders to approve the Company's compensation of its named executive officers (commonly referred to as the "Say-on-Pay" vote). The stockholders approved of the Company's executive officer compensation in the advisory Say-on-Pay vote. The following summarizes the voting results for the advisory "Say-on-Pay" vote:
| Votes Cast For | Votes Cast Against | Abstain | % of Votes For | Broker Non-Votes | ||||||||||||||||||||||
| 27,831,143 | 1,524,228 | 619,445 | 92.85% | 970,032 | ||||||||||||||||||||||
Proposal 4 - Ratification of Selection of Independent Registered Public Accounting Firm
The selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for the year ending December 31, 2021 was ratified, based upon the following votes:
| Votes Cast For | Votes Cast Against | Abstain | % of Votes For | |||||||||||||||||
| 30,784,773 | 153,910 | 6,165 | 99.48% | |||||||||||||||||
Item 8.01 Other Events
On March 17, 2021, the Company’s Board of Directors approved a proposal to amend the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 50,000,000 to 100,000,000, and to correspondingly increase the total authorized shares of stock from 60,000,000 to 110,000,000. The proposal to amend the Company’s Certificate of Incorporation was submitted to and approved by the Company’s stockholders at the annual meeting of the Company’s stockholders held May 5, 2021.
Effective May 6, 2021, a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) was filed with the Secretary of State of the State of Delaware to provide for the increase in the number of authorized shares of common stock of the Company as approved by the Company’s stockholders.
The foregoing description of the terms and conditions of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a)-(c) Not Applicable
(d) Exhibits:
| Exhibit No. | Description | |||||||
4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GIBRALTAR INDUSTRIES, INC. | ||||||||||||||
| Date: | May 6, 2021 | |||||||||||||
| By: | /s/ Jeffrey J. Watorek | |||||||||||||
| Jeffrey J. Watorek | ||||||||||||||
| Vice President, Treasurer and Secretary | ||||||||||||||
5
CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF GIBRALTAR INDUSTRIES, INC. Gibraltar Industries, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify: FIRST: That at a meeting of the Board of Directors of the Corporation, resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of the Corporation, declaring said amendment to be advisable. The resolution setting forth the proposed amendment is as follows: RESOLVED, that it being advisable to amend the Certificate of Incorporation of the Corporation to increase the number of shares of common stock, par value $.01 per share which the Corporation is authorized to issue from fifty million to one hundred million, and to correspondingly increase the total number of shares of stock which the Corporation is authorized to issue from sixty million to one hundred ten million, the Certificate of Incorporation of the Corporation is hereby amended by deleting the first paragraph of Article Fourth in its entirety and substituting therefor a new first paragraph of Article Fourth to read as follows: “FOURTH: The total number of shares of stock which the Corporation shall have authority to issue is 110,000,000 shares, of which, 100,000,000 of the par value $.01 per share shall be common stock (“Common Stock”) and of which, 10,000,000 of the par value$.01 per share shall be preferred stock (“Preferred Stock”). All of such shares shall be issued as fully paid and non-assessable shares, and the holder thereof shall not be liable for any further payments in respect thereof.” SECOND: That thereafter, an annual meeting of the stockholders of the Corporation was held, at which meeting said amendment was approved. THIRD: That the aforesaid amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective upon filing. IN WITNESS WHEREOF, Gibraltar Industries, Inc. has caused this certificate to be executed and attested this 5th day of May, 2021. GIBRALTAR INDUSTRIES, INC. By:___________________________ Timothy F. Murphy Senior Vice President and Chief Financial Officer
Gibraltar Announces First Quarter 2021 Financial Results
Q1 Revenue Increases 34%, including 10% Organic and 24% Growth from Acquisitions
GAAP EPS Up 7% to $0.32, Adjusted EPS Expands 33% to $0.53
Strong Demand in Each Segment with Order Backlog at Record $355 Million
Separating Renewable Energy and Conservation Segment into Two Segments
Buffalo, New York, May 5, 2021 - Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and provider of products and services for the renewable energy, residential, agtech, and infrastructure markets, today reported its financial results for the three-month period ended March 31, 2021. Reported results include TerraSmart, acquired at the end of December 2020.
“Our first quarter results reflect solid execution and participation gains across our markets while continuing to operate through the pandemic as well as challenging weather across the country and supply chain and labor availability dynamics,” President and Chief Executive Officer Bill Bosway stated. “Revenue increased 34%, adjusted EPS grew 33% and our order backlog strengthened to $355 million. The integrations of TerraSmart and Sunfig in our Renewables business are on plan, and we have made significant progress with the integration of Thermo Energy Solutions in our Agtech business. Overall, we are off to a solid start in 2021.”
Segment Reporting Change
Beginning with the first quarter of 2021, Gibraltar will report business results across four segments: Renewables, Residential, Agtech, and Infrastructure, with Renewables and Agtech separated out of the former Renewable Energy and Conservation Segment. Commenting on this change, Mr. Bosway stated, “As we continue our transformation, it is important we offer greater transparency to our investors and stakeholders about our strategy and performance of our core businesses and the markets we participate in. The Renewables and Agtech businesses are creating significant opportunities for us, and unique and focused investments are required to accelerate growth in each business going forward.”
First Quarter 2021 Consolidated Results from Continuing Operations
Net sales from continuing operations increased 33.5% to $287.6 million, driven by the Renewables and Residential segments, with organic growth contributing 10.0% and recent acquisitions 23.5%.
GAAP earnings increased 6.1% to $10.5 million, or $0.32 per share, and adjusted earnings increased 30.8% to $17.4 million, or $0.53 per share, the result of organic growth and continued margin expansion in the Renewables, Residential, and Infrastructure segments, the TerraSmart acquisition, product and services mix, good price/cost management, and 80/20 productivity initiatives. Adjusted measures remove charges for restructuring initiatives, acquisition-related items, senior leadership transition costs, and other reclassifications, as further described in the appended reconciliation of adjusted financial measures.
Below are first quarter 2021 consolidated results from continuing operations:
| Three Months Ended March 31, | |||||||||||||||||||||||
| $Millions, except EPS | GAAP | Adjusted | |||||||||||||||||||||
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | ||||||||||||||||||
| Net Sales | $287.6 | $215.4 | 33.5% | $287.6 | $215.4 | 33.5% | |||||||||||||||||
| Net Income | $10.5 | $9.9 | 6.1% | $17.4 | $13.3 | 30.8% | |||||||||||||||||
| Diluted EPS | $0.32 | $0.30 | 6.7% | $0.53 | $0.40 | 32.5% | |||||||||||||||||
First Quarter Segment Results
Renewables
The Renewables segment reflects Gibraltar’s business in the solar energy market, and includes the design, engineering, manufacturing and installation of solar racking and electrical balance of systems. The results of the Renewables segment include the acquisitions of TerraSmart and Sunfig, which were completed in December 2020.
Revenue increased 80.8%, driven by the acquisitions of TerraSmart and Sunfig, along with 2.1% organic growth across the legacy business. As experienced during the fourth quarter of 2020, project schedule movement and timing remained dynamic in the quarter given record infection rates, some unique weather events, and ongoing supply chain challenges. As well, given the extension of the investment tax credit benefit, demand related to safe harbor activity was significantly reduced in this quarter versus the previous year. Despite this dynamic, both the legacy business and TerraSmart we able to offset the safe harbor impact in the current quarter. Overall, demand continued to build in both the legacy and TerraSmart businesses with each making significant contributions to increasing customer order backlog to $164 million, up 51% from prior year, a record level for the combined business.
Adjusted operating margin performance in the legacy business improved 50 basis points to 9.8% on continued 80/20 productivity in manufacturing facilities, good execution across field operations, and diligent price/cost management initiatives. TerraSmart delivered performance as per the acquisition plan, integration is on schedule, and it enters the second quarter with the necessary momentum to deliver its full year margin plan, which is expected to be accretive in 2021. GAAP margins reflect planned restructuring and integration costs associated with the onboarding of TerraSmart.
For the first quarter, the Renewables segment reported:
| Three Months Ended March 31, | |||||||||||||||||||||||
| $Millions | GAAP | Adjusted | |||||||||||||||||||||
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | ||||||||||||||||||
| Net Sales | $85.5 | $47.3 | 80.8% | $85.5 | $47.3 | 80.8% | |||||||||||||||||
| Operating Margin | -0.6% | 9.2% | (980) bps | 7.4% | 9.3% | (190) bps | |||||||||||||||||
Residential
Revenue increased 35.6% with strong organic growth and participation gains across all four Residential businesses despite impact from challenging weather in February and supply chain dynamics related to material availability and logistics. The acquisition of Architectural Mailboxes in 2020 generated 9% of the total growth in the quarter and integration remains on track.
Adjusted operating margin increased with solid execution of 80/20 productivity initiatives, price/cost management, and higher volume which offset ongoing pandemic concerns, higher input costs, labor availability, and logistics management challenges.
For the first quarter, the Residential segment reported:
| Three Months Ended March 31, | |||||||||||||||||||||||
| $Millions | GAAP | Adjusted | |||||||||||||||||||||
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | ||||||||||||||||||
| Net Sales | $140.2 | $103.4 | 35.6% | $140.2 | $103.4 | 35.6% | |||||||||||||||||
| Operating Margin | 16.4% | 13.3% | 310 bps | 16.4% | 13.5% | 290 bps | |||||||||||||||||
Agtech
The Agtech segment provides commercial greenhouse growing and plant processing solutions including design, engineering, manufacturing and installation of commercial greenhouses and botanical oil extraction systems.
Revenue was down 5.1% driven by higher infection rates, challenging weather, supply chain dynamics, and the timing of regulatory approvals for cannabis production in a number recently- legalized states. Collectively, customer project planning for new production sites and the competition of existing sites were impacted accordingly. Offsetting these headwinds was positive activity in the produce market which continued to gain momentum and in turn offset slower but improving market conditions in the cannabis and hemp markets. Order activity and backlog continues to support Gibraltar’s outlook for these markets’ recovery in the second half of 2021. Segment backlog increased 5% sequentially to $96 million, driven by an active produce market, and this trend is expected to continue and drive positive results in 2021.
Adjusted operating margin was impacted by the overall mix and timing of projects along with lower volumes in the processing equipment business. The integration of Thermo Energy Solutions (TES), Agtech’s core produce market business, is progressing well despite the continued closure of the US-Canadian border. The majority of the lower margin projects brought in at the time of TES’ acquisition were completed in the quarter, and margins are expected to expand in 2021 through execution of newer, higher-margin projects in backlog and benefits from the implementation of 80/20 operating systems. The consolidation of two processing manufacturing facilities was also completed during the quarter, providing the business with a better cost structure going forward.
For the first quarter, the Agtech segment reported:
| Three Months Ended March 31, | |||||||||||||||||||||||
| $Millions | GAAP | Adjusted | |||||||||||||||||||||
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | ||||||||||||||||||
| Net Sales | $46.7 | $49.2 | -5.1% | $46.7 | $49.2 | -5.1% | |||||||||||||||||
| Operating Margin | 2.0% | 2.7% | (70) bps | 2.4% | 4.8% | (240) bps | |||||||||||||||||
Infrastructure
Revenue decreased $400,000 as the pandemic continued to impact existing and new project schedules driven by state and federal DOT funding. Order backlog grew 15% to $52 million in the first quarter, reflecting positive momentum as the economy continues to recover.
Improvement in adjusted operating margin was driven by ongoing investment in operating systems and technology, 80/20 productivity initiatives, and strong execution in fabricated products. This momentum has helped the business offset the slow but recovering market for higher-margin non-fabricated products and solutions.
For the first quarter, the Infrastructure segment reported:
| Three Months Ended March 31, | |||||||||||||||||||||||
| $Millions | GAAP | Adjusted | |||||||||||||||||||||
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | ||||||||||||||||||
| Net Sales | $15.1 | $15.5 | (2.6)% | $15.1 | $15.5 | (2.6)% | |||||||||||||||||
| Operating Margin | 13.5% | 10.2% | 330 bps | 13.5% | 10.2% | 330 bps | |||||||||||||||||
Business Outlook
“While we have solid end market demand and strong order backlog, general market challenges remain – the pandemic, general inflation, labor availability, and supply chain dynamics – and arguably, the current environment is more challenging than what we experienced in 2020. We will remain focused on execution and controlling what we can control, continuing to work on the business, and using our healthy balance sheet to invest in both organic and inorganic initiatives,” commented Mr. Bosway.
“Our guidance for revenue and earnings for the full year 2021 remains unchanged. Consolidated revenue is expected to range between $1.3 billion and $1.35 billion.
GAAP EPS is expected to range between $2.78 and $2.95 compared to $2.53 in 2020, and adjusted EPS is expected to range between $3.30 and $3.47 compared to $2.73 in 2020.”
Historical Segment Financial Information
Gibraltar has provided historical Renewables and Agtech segment information for the four quarters of 2020 and full-year 2019 on the Quarterly Results page of its website, which can be accessed through the Investor section by clicking on Reports & Presentations.
First Quarter 2021 Conference Call Details
Gibraltar will host a conference call today starting at 9:00 a.m. ET to review its results for the first quarter of 2021. Interested parties may access the webcast through the Investors section of the Company’s website at www.gibraltar1.com or dial into the call at (877) 407-3088 or (201) 389-0927. For interested individuals unable to join the live conference call, a webcast replay will be available on the Company’s website for one year.
About Gibraltar
Gibraltar Industries is a leading manufacturer and provider of products and services for the renewable energy, residential, agtech, and infrastructure markets. With a three-pillar strategy focused on business systems, portfolio management, and organization and talent development, Gibraltar’s mission is to create compounding and sustainable value with strong leadership positions in higher growth, profitable end markets. Gibraltar serves customers primarily throughout North America. Comprehensive information about Gibraltar can be found on its website at www.gibraltar1.com.
Forward-Looking Statements
Certain information set forth in this news release, other than historical statements, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based, in whole or in part, on current expectations, estimates, forecasts, and projections about the Company’s business, and management’s beliefs about future operations, results, and financial position. These statements are not guarantees of future performance and are subject to a number of risk factors, uncertainties, and assumptions. Actual events, performance, or results could differ materially from the anticipated events, performance, or results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from current expectations include, among other things, the impacts of COVID-19 on the global economy and on our customers, suppliers, employees, operations, business, liquidity and cash flows, other general economic conditions and conditions in the particular markets in which we operate, changes in customer demand and capital spending, competitive factors and pricing pressures, our ability to develop and launch new products in a cost-effective manner, our ability to realize synergies from newly acquired businesses, and our ability to derive expected benefits from restructuring, productivity initiatives, liquidity enhancing actions, and other cost reduction actions. Before making any investment decisions regarding our company, we strongly advise you to read the section entitled “Risk Factors” in our most recent annual report on Form 10-K which can be accessed under the “SEC Filings” link of the “Investor Info” page of our website at www.Gibraltar1.com. The Company undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable law or regulation.
Adjusted Financial Measures
To supplement Gibraltar’s consolidated financial statements presented on a GAAP basis, Gibraltar also presented certain adjusted financial measures in this news release. Adjusted financial measures exclude special charges consisting of restructuring costs primarily associated with 80/20 simplification initiatives, senior leadership transition costs, acquisition related costs, and other reclassifications. These adjustments are shown in the reconciliation of adjusted financial measures excluding special charges provided in the supplemental financial schedules that accompany this news release. The Company believes that the presentation of results excluding special charges provides meaningful supplemental data to investors, as well as management, that are indicative of the Company’s core operating results and facilitates comparison of operating results across reporting periods as well as comparison with other companies. Special charges are excluded since they may not be considered directly related to the Company’s ongoing business operations. These adjusted measures should not be viewed as a substitute for the Company’s GAAP results and may be different than adjusted measures used by other companies.
Contact:
LHA Investor Relations
Jody Burfening/Carolyn Capaccio
(212) 838-3777
rock@lhai.com
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Net Sales | $ | 287,592 | $ | 215,401 | |||||||
| Cost of sales | 227,574 | 165,540 | |||||||||
| Gross profit | 60,018 | 49,861 | |||||||||
| Selling, general, and administrative expense | 47,203 | 37,084 | |||||||||
| Income from operations | 12,815 | 12,777 | |||||||||
| Interest expense | 444 | 44 | |||||||||
| Other expense | 315 | 518 | |||||||||
| Income before taxes | 12,056 | 12,215 | |||||||||
| Provision for income taxes | 1,560 | 2,313 | |||||||||
| Income from continuing operations | 10,496 | 9,902 | |||||||||
| Discontinued operations: | |||||||||||
| Income before taxes | 2,570 | 2,830 | |||||||||
| Provision for income taxes | 304 | 673 | |||||||||
| Income from discontinued operations | 2,266 | 2,157 | |||||||||
| Net income | $ | 12,762 | $ | 12,059 | |||||||
| Net earnings per share – Basic: | |||||||||||
| Income from continuing operations | $ | 0.32 | $ | 0.30 | |||||||
| Income from discontinued operations | 0.07 | 0.07 | |||||||||
| Net income | $ | 0.39 | $ | 0.37 | |||||||
| Weighted average shares outstanding -- Basic | 32,771 | 32,586 | |||||||||
| Net earnings per share – Diluted: | |||||||||||
| Income from continuing operations | $ | 0.32 | $ | 0.30 | |||||||
| Income from discontinued operations | 0.07 | 0.07 | |||||||||
| Net income | $ | 0.39 | $ | 0.37 | |||||||
| Weighted average shares outstanding -- Diluted | 33,104 | 32,883 | |||||||||
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| March 31, 2021 | December 31, 2020 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 20,731 | $ | 32,054 | |||||||
| Accounts receivable, net of allowance of $3,319 and $3,529 | 199,598 | 197,990 | |||||||||
| Inventories, net | 107,004 | 98,307 | |||||||||
| Prepaid expenses and other current assets | 24,684 | 19,671 | |||||||||
| Assets of discontinued operations | — | 77,438 | |||||||||
| Total current assets | 352,017 | 425,460 | |||||||||
| Property, plant, and equipment, net | 91,717 | 89,562 | |||||||||
| Operating lease assets | 23,465 | 25,229 | |||||||||
| Goodwill | 523,446 | 514,279 | |||||||||
| Acquired intangibles | 151,877 | 156,365 | |||||||||
| Other assets | 12,669 | 1,599 | |||||||||
| $ | 1,155,191 | $ | 1,212,494 | ||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 135,130 | $ | 134,738 | |||||||
| Accrued expenses | 71,946 | 83,505 | |||||||||
| Billings in excess of cost | 51,591 | 34,702 | |||||||||
| Liabilities of discontinued operations | — | 49,295 | |||||||||
| Total current liabilities | 258,667 | 302,240 | |||||||||
| Long-term debt | 58,023 | 85,636 | |||||||||
| Deferred income taxes | 37,996 | 39,057 | |||||||||
| Non-current operating lease liabilities | 16,165 | 17,730 | |||||||||
| Other non-current liabilities | 25,932 | 24,026 | |||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding | — | — | |||||||||
| Common stock, $0.01 par value; authorized 50,000 shares; 33,711 shares and 33,568 shares issued and outstanding in 2021 and 2020 | 337 | 336 | |||||||||
| Additional paid-in capital | 308,147 | 304,870 | |||||||||
| Retained earnings | 482,705 | 469,943 | |||||||||
| Accumulated other comprehensive income (loss) | 764 | (2,461) | |||||||||
| Cost of 1,082 and 1,028 common shares held in treasury in 2021 and 2020 | (33,545) | (28,883) | |||||||||
| Total stockholders’ equity | 758,408 | 743,805 | |||||||||
| $ | 1,155,191 | $ | 1,212,494 | ||||||||
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended March 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net income | $ | 12,762 | $ | 12,059 | |||||||
| Income from discontinued operations | 2,266 | 2,157 | |||||||||
| Income from continuing operations | 10,496 | 9,902 | |||||||||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | 7,974 | 4,780 | |||||||||
| Stock compensation expense | 2,368 | 1,665 | |||||||||
| Exit activity costs, non-cash | 1,193 | — | |||||||||
| Benefit of deferred income taxes | — | (178) | |||||||||
| Other, net | (162) | 386 | |||||||||
| Changes in operating assets and liabilities, excluding the effects of acquisitions: | |||||||||||
| Accounts receivable | (2,522) | (7,180) | |||||||||
| Inventories | (15,262) | (7,242) | |||||||||
| Other current assets and other assets | (435) | 6,218 | |||||||||
| Accounts payable | 1,470 | (18,909) | |||||||||
| Accrued expenses and other non-current liabilities | (6,334) | (33,268) | |||||||||
| Net cash used in operating activities of continuing operations | (1,214) | (43,826) | |||||||||
| Net cash (used in) provided by operating activities of discontinued operations | (2,011) | 814 | |||||||||
| Net cash used in operating activities | (3,225) | (43,012) | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Acquisitions, net of cash acquired | (2) | (54,539) | |||||||||
| Net proceeds from sale of property and equipment | — | 52 | |||||||||
| Purchases of property, plant, and equipment | (4,389) | (2,144) | |||||||||
| Net proceeds from sale of business | 26,991 | — | |||||||||
| Net cash provided by (used in) investing activities of continuing operations | 22,600 | (56,631) | |||||||||
| Net cash used in investing activities of discontinued operations | (176) | (678) | |||||||||
| Net cash provided by (used in) investing activities | 22,424 | (57,309) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from long-term debt | 20,000 | — | |||||||||
| Long-term debt payments | (46,636) | — | |||||||||
| Purchase of treasury stock at market prices | (4,662) | (4,184) | |||||||||
| Net proceeds from issuance of common stock | 910 | 24 | |||||||||
| Net cash used in financing activities | (30,388) | (4,160) | |||||||||
| Effect of exchange rate changes on cash | (134) | (916) | |||||||||
| Net decrease in cash and cash equivalents | (11,323) | (105,397) | |||||||||
| Cash and cash equivalents at beginning of year | 32,054 | 191,363 | |||||||||
| Cash and cash equivalents at end of period | $ | 20,731 | $ | 85,966 | |||||||
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Three Months Ended March 31,2021 | ||||||||||||||||||||||||||||||||
| As Reported In GAAP Statements | Restructuring Charges | Senior Leadership Transition Costs | Acquisition Related Items | Adjusted Financial Measures | ||||||||||||||||||||||||||||
| Net Sales | ||||||||||||||||||||||||||||||||
| Renewables | $ | 85,512 | — | — | — | $ | 85,512 | |||||||||||||||||||||||||
| Residential | 140,217 | — | — | — | 140,217 | |||||||||||||||||||||||||||
| Agtech | 46,739 | — | — | — | 46,739 | |||||||||||||||||||||||||||
| Infrastructure | 15,124 | — | — | — | 15,124 | |||||||||||||||||||||||||||
| Consolidated sales | 287,592 | — | — | — | 287,592 | |||||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||||||||
| Renewables | (521) | 4,971 | — | 1,900 | 6,350 | |||||||||||||||||||||||||||
| Residential | 22,934 | 65 | — | — | 22,999 | |||||||||||||||||||||||||||
| Agtech | 929 | 204 | — | — | 1,133 | |||||||||||||||||||||||||||
| Infrastructure | 2,037 | — | — | — | 2,037 | |||||||||||||||||||||||||||
| Segments Income | 25,379 | 5,240 | — | 1,900 | 32,519 | |||||||||||||||||||||||||||
| Unallocated corporate expense | (12,564) | — | 1,289 | 883 | (10,392) | |||||||||||||||||||||||||||
| Consolidated income from operations | 12,815 | 5,240 | 1,289 | 2,783 | 22,127 | |||||||||||||||||||||||||||
| Interest expense | 444 | — | — | — | 444 | |||||||||||||||||||||||||||
| Other expense | 315 | — | — | — | 315 | |||||||||||||||||||||||||||
| Income before income taxes | 12,056 | 5,240 | 1,289 | 2,783 | 21,368 | |||||||||||||||||||||||||||
| Provision for income taxes | 1,560 | 1,373 | 306 | 707 | 3,946 | |||||||||||||||||||||||||||
| Income from continuing operations | $ | 10,496 | $ | 3,867 | $ | 983 | $ | 2,076 | $ | 17,422 | ||||||||||||||||||||||
| Income from continuing operations per share - diluted | $ | 0.32 | $ | 0.12 | $ | 0.03 | $ | 0.06 | $ | 0.53 | ||||||||||||||||||||||
| Operating margin | ||||||||||||||||||||||||||||||||
| Renewables | (0.6) | % | 5.8 | % | — | % | 2.2 | % | 7.4 | % | ||||||||||||||||||||||
| Residential | 16.4 | % | — | % | — | % | — | % | 16.4 | % | ||||||||||||||||||||||
| Agtech | 2.0 | % | 0.4 | % | — | % | — | % | 2.4 | % | ||||||||||||||||||||||
| Infrastructure | 13.5 | % | — | % | — | % | — | % | 13.5 | % | ||||||||||||||||||||||
| Segments Margin | 8.8 | % | 1.8 | % | — | % | 0.7 | % | 11.3 | % | ||||||||||||||||||||||
| Consolidated | 4.5 | % | 1.8 | % | 0.4 | % | 1.0 | % | 7.7 | % | ||||||||||||||||||||||
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Three Months Ended March 31, 2020 | ||||||||||||||||||||||||||
| As Reported In GAAP Statements | Restructuring & Senior Leadership Transition Costs | Acquisition Costs | Adjusted Financial Measures | |||||||||||||||||||||||
| Net Sales | ||||||||||||||||||||||||||
| Renewables | $ | 47,263 | $ | — | $ | — | $ | 47,263 | ||||||||||||||||||
| Residential | 103,419 | — | — | 103,419 | ||||||||||||||||||||||
| Agtech | 49,234 | — | — | 49,234 | ||||||||||||||||||||||
| Infrastructure | 15,485 | — | — | 15,485 | ||||||||||||||||||||||
| Consolidated sales | 215,401 | — | — | 215,401 | ||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||
| Renewables | 4,359 | 18 | — | 4,377 | ||||||||||||||||||||||
| Residential | 13,725 | 221 | — | 13,946 | ||||||||||||||||||||||
| Agtech | 1,340 | — | 1,001 | 2,341 | ||||||||||||||||||||||
| Infrastructure | 1,576 | — | — | 1,576 | ||||||||||||||||||||||
| Segments Income | 21,000 | 239 | 1,001 | 22,240 | ||||||||||||||||||||||
| Unallocated corporate expense | (8,223) | 2,280 | 259 | (5,684) | ||||||||||||||||||||||
| Consolidated income from operations | 12,777 | 2,519 | 1,260 | 16,556 | ||||||||||||||||||||||
| Interest expense | 44 | — | — | 44 | ||||||||||||||||||||||
| Other expense | 518 | — | — | 518 | ||||||||||||||||||||||
| Income before income taxes | 12,215 | 2,519 | 1,260 | 15,994 | ||||||||||||||||||||||
| Provision for income taxes | 2,313 | 59 | 316 | 2,688 | ||||||||||||||||||||||
| Income from continuing operations | $ | 9,902 | $ | 2,460 | $ | 944 | $ | 13,306 | ||||||||||||||||||
| Income from continuing operations per share - diluted | $ | 0.30 | $ | 0.07 | $ | 0.03 | $ | 0.40 | ||||||||||||||||||
| Operating margin | ||||||||||||||||||||||||||
| Renewables | 9.2 | % | — | % | — | % | 9.3 | % | ||||||||||||||||||
| Residential | 13.3 | % | 0.2 | % | — | % | 13.5 | % | ||||||||||||||||||
| Agtech | 2.7 | % | — | % | 2.0 | % | 4.8 | % | ||||||||||||||||||
| Infrastructure | 10.2 | % | — | % | — | % | 10.2 | % | ||||||||||||||||||
| Segments Margin | 9.7 | % | 0.1 | % | 0.5 | % | 10.3 | % | ||||||||||||||||||
| Consolidated | 5.9 | % | 1.1 | % | 0.6 | % | 7.7 | % | ||||||||||||||||||