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) October 27, 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. ☐
Item 2.02 Results of Operations and Financial Condition
The following information is furnished pursuant to both Item 2.02:
On October 27, 2021, Gibraltar Industries, Inc. (the “Company”) issued a news release and will hold a conference call regarding results for the three months ended September 30, 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, including the Release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 26, 2021, William P. Montague, the non-executive Chairman of the Board of Directors of the Company (the "Board"), gave notice of his retirement from the Board effective on the date of the 2022 annual meeting of stockholders, which is the end of his current term, and that he will not be standing for re-election at such meeting. The Board size will be reduced to eight directors effective immediately prior to the 2022 annual meeting. Mr. Montague's retirement is not the result of any disagreement on any matter relating to the Company's operations, policies, or practices.
Item 8.01 Other Events
On October 26, 2021, the Board appointed William T. Bosway, the Company’s Chief Executive Officer and member of the Board, as Chairman of the Board, effective January 1, 2022, and director Atlee Valentine Pope as Lead Independent Director effective January 1, 2022.
Item 9.01 Financial Statements and Exhibits
(a)-(c) Not Applicable
(d) Exhibits:
| Exhibit No. | Description | |||||||
| 104 | Cover Page Interactive Data Filed (embedded with the Inline XBRL document) | |||||||
2
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: | October 27, 2021 | |||||||||||||
| By: | /s/ Jeffrey J. Watorek | |||||||||||||
| Jeffrey J. Watorek | ||||||||||||||
| Vice President, Treasurer and Secretary | ||||||||||||||
3
Gibraltar Announces Third Quarter 2021 Financial Results
Q3 Revenue Increased 25% - 4% Organic and 21% from Acquisitions
GAAP EPS of $0.84; Adjusted EPS of $0.91
Order Backlog Increases 10% to $385M, Driven by Renewables
2021 Outlook Adjusted for Amplified Inflation and Supply Chain Challenges
Buffalo, New York, October 27, 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 September 30, 2021.
“Our team executed well and delivered solid results despite significant acceleration of inflation and supply chain disruption that exceeded our expectations going into the quarter,” President and Chief Executive Officer Bill Bosway stated. “We continued to drive growth through price management, participation gains, and steady end market demand, and our backlog of $385 million increased 10% on a proforma basis. We focused on optimizing operating profit dollars while navigating margin performance through higher input costs, the timing and alignment of additional price increases with our higher input costs, and project schedule disruptions in our Renewables and Agtech businesses related to industry-specific supply dynamics. We remain confident that margins will begin to improve once inflation moderates and expand further as supply chain disruptions become less impactful. Given strong fundamental demand drivers in our end markets, we expect today’s environment to have minimal impact on the long-term outlook for our portfolio businesses.”
Third Quarter 2021 Consolidated Results from Continuing Operations
Below are third quarter 2021 consolidated results from continuing operations:
| Three Months Ended September 30, | |||||||||||||||||||||||
| $Millions, except EPS | GAAP | Adjusted | |||||||||||||||||||||
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | ||||||||||||||||||
| Net Sales | $369.4 | $296.8 | 24.5% | $369.4 | $296.8 | 24.5% | |||||||||||||||||
| Net Income | $27.9 | $31.3 | -10.9% | $30.2 | $32.3 | -6.5% | |||||||||||||||||
| Diluted EPS | $0.84 | $0.95 | -11.6% | $0.91 | $0.98 | -7.1% | |||||||||||||||||
Net sales from continuing operations increased 24.5% to $369.4 million, with organic growth contributing 3.9% and recent acquisitions 20.6%. Organic growth was driven by pricing, end market demand in Renewables and Infrastructure and participation gains primarily in Residential.
GAAP earnings decreased 10.9% to $27.9 million, or $0.84 per share, and adjusted earnings decreased 6.5% to $30.2 million, or $0.91 per share, as materials and transportation inflation curves steepened more sharply and supply chain became more difficult during the third quarter across the businesses, partially offset by price increases, 80/20 and lean productivity initiatives, the TerraSmart acquisition, and margin expansion in the legacy Renewables business. Adjusted measures remove charges for restructuring initiatives, acquisition-related items, and senior leadership transition costs, as further described in the appended reconciliation of adjusted financial measures.
Third Quarter Segment Results
Renewables
For the third quarter, the Renewables segment reported:
| Three Months Ended September 30, | |||||||||||||||||||||||
| $Millions | GAAP | Adjusted | |||||||||||||||||||||
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | ||||||||||||||||||
| Net Sales | $130.2 | $70.2 | 85.5% | $130.2 | $70.2 | 85.5% | |||||||||||||||||
| Operating Income | $12.2 | $9.1 | 34.1% | $14.8 | $9.1 | 62.6% | |||||||||||||||||
| Operating Margin | 9.4% | 12.9% | (350) bps | 11.4% | 12.9% | (150) bps | |||||||||||||||||
The solar industry continued to experience regulatory, geo-political, inflation, panel supply, and project management headwinds during the quarter. Despite these challenges, revenue increased 85.5% including revenue from the acquisition of TerraSmart. On a pro forma basis, revenue increased a robust 19.0% with growth in both the legacy and TerraSmart businesses. Customer bookings reflected good order strength across all product lines – fixed tilt, tracker, canopy, and eBos – and grew 30.4%, helping increase backlog to a record $184 million, up 80% over last year. On a proforma basis, backlog increased 15%.
Adjusted operating income increased 62.6% and operating margins contracted 160 basis points. The legacy business delivered adjusted operating margin improvement from last year, driven by 80/20 productivity, lean enterprise quote-to-cash initiatives, price/cost management, and product and business mix benefits. TerraSmart margin expanded less than expected but accelerated sequentially. Margin was impacted by project management and field operations inefficiencies amplified by supply chain inconsistencies for solar panels and other key components plaguing the industry. The integration of TerraSmart remains on track with organization, process development, information systems, supply chain, and in-sourcing activities gaining momentum per plan.
Residential
For the third quarter, the Residential segment reported:
| Three Months Ended September 30, | |||||||||||||||||||||||
| $Millions | GAAP | Adjusted | |||||||||||||||||||||
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | ||||||||||||||||||
| Net Sales | $171.5 | $151.7 | 13.1% | $171.5 | $151.7 | 13.1% | |||||||||||||||||
| Operating Income | $29.5 | $32.5 | (9.2%) | $29.6 | $32.6 | (9.2%) | |||||||||||||||||
| Operating Margin | 17.2% | 21.4% | (420) bps | 17.2% | 21.5% | (430) bps | |||||||||||||||||
Revenue increased 13.1%, marking the fifth consecutive quarter of double-digit growth. Of total growth, 8.7% was organic and 4.4% was delivered by Architectural Mailboxes. Revenue was driven by additional price actions, recent weather-related repair demand, and participation gains. Architectural Mailboxes, acquired in 2020, continued to deliver revenue growth as expected.
Adjusted operating income was down $3.0 million or 9.2%. Adjusted operating margin of 17.2% improved 60 basis points sequentially. Current period margins were negatively impacted by continued and accelerating material cost inflation and supply chain disruptions. Gibraltar implemented additional price increases, and also executed key 80/20 in-sourcing initiatives to mitigate cost and delivery risks associated with imported product. The sequential margin improvement indicates key operating actions are beginning to positively impact margin performance.
Agtech
For the third quarter, the Agtech segment reported:
| Three Months Ended September 30, | |||||||||||||||||||||||
| $Millions | GAAP | Adjusted | |||||||||||||||||||||
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | ||||||||||||||||||
| Net Sales | $49.0 | $58.0 | -15.5% | $49.0 | $58.0 | -15.5% | |||||||||||||||||
| Operating Income | $2.2 | $5.1 | -56.9% | $2.5 | $5.9 | -57.6% | |||||||||||||||||
| Operating Margin | 4.5% | 8.8% | (430) bps | 5.1% | 10.1% | (500) bps | |||||||||||||||||
Revenue decreased 15.5%, impacted by delays in produce project schedules due to imported glass for roofing systems being held for extended time in both international and U.S. ports and project delays related to state licensing and permit approvals in our cannabis businesses. Despite the above headwinds, the commercial greenhouse business delivered sequential growth on strong demand. Order backlog continues to improve and is up 22% year-to-date, with new orders increasing 44% sequentially. The pipeline of expected new orders in all three businesses – Produce, Cannabis, and Commercial – remains strong and is expected to support momentum into the fourth quarter and 2022.
Adjusted operating margin improved 90 basis points sequentially despite overall lower sequential sales and the acceleration of both inflation and supply chain disruption in the quarter. Margin performance improvement was driven by sequential expansion in the commercial greenhouse business, 80/20 productivity and lean enterprise initiatives to effectively scale the business. Management continues to expect these benefits to accelerate sequential margin improvement through the remainder of the year.
Infrastructure
For the third quarter, the Infrastructure segment reported:
| Three Months Ended September 30, | |||||||||||||||||||||||
| $Millions | GAAP | Adjusted | |||||||||||||||||||||
| 2021 | 2020 | % Change | 2021 | 2020 | % Change | ||||||||||||||||||
| Net Sales | $18.7 | $16.8 | 11.3% | $18.7 | $16.8 | 11.3% | |||||||||||||||||
| Operating Income | $1.6 | $2.3 | -30.4% | $1.6 | $2.3 | -30.4% | |||||||||||||||||
| Operating Margin | 8.8% | 13.6% | (480) bps | 8.8% | 13.6% | (480) bps | |||||||||||||||||
Revenue increased 11.3% with improving demand for both fabricated and non-fabricated products and improving State D.O.T. and project funding driven by the overall economic recovery. Non-fabricated demand was somewhat muted by raw material supply constraints caused by Hurricane Ida damage to the industry’s key suppliers. Backlog at quarter-end increased to $49 million, up 29%, with new customer orders up 65.6% during the quarter, reflecting strength across the business and end markets.
Adjusted operating margin declined to 8.8% due to product line mix, rubber supply issues, production inefficiencies related to production capacity expansion, and price / cost alignment.
Business Outlook
Given year-to-date results and the ongoing dynamics surrounding today’s business environment, Gibraltar is adjusting its full year guidance as follows: consolidated revenue is expected to range between $1.31 billion and $1.35 billion; GAAP EPS from continuing operations is now expected to range from $2.45 and $2.56 compared to $2.53 in 2020; adjusted EPS from continuing operations is expected to range between $2.95 and $3.06 compared to $2.73 in 2020. With these adjustments, the Company anticipates full year revenue growth in the range of 27% - 31% and adjusted EPS growth of 8% - 12%. The new EPS range assumes today’s current cost environment and supply chain disruption (material, labor, transportation) remain elevated throughout the fourth quarter as well as incremental costs and potential labor and productivity impacts associated with administering upcoming COVID mandates. GAAP EPS from continuing operations and adjusted EPS from continuing operations for the fourth quarter is expected to range between $0.48 and $0.60, and $0.71 and $0.82 respectively, compared to $0.53 and $0.59, respectively, in fourth quarter 2020, with adjusted EPS growth reflecting a 21-39% increase driven by strong demand, some moderation in inflation and the benefits of pricing actions already taken.
Mr. Bosway commented, “Demand continues to be good across our business, and our EPS guidance revision reflects the effects of the current environment. We remain well positioned with strong backlog, increasing customer orders, a healthy balance sheet, and a continued focus on daily execution, acquisition integrations, and further strengthening our operating systems.”
Third 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 third 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 September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
| Net Sales | $ | 369,353 | $ | 296,792 | $ | 1,005,334 | $ | 767,377 | |||||||||||||||
| Cost of sales | 286,101 | 218,297 | 781,133 | 573,460 | |||||||||||||||||||
| Gross profit | 83,252 | 78,495 | 224,201 | 193,917 | |||||||||||||||||||
| Selling, general, and administrative expense | 45,274 | 37,552 | 141,999 | 109,449 | |||||||||||||||||||
| Income from operations | 37,978 | 40,943 | 82,202 | 84,468 | |||||||||||||||||||
| Interest expense | 491 | 217 | 1,180 | 483 | |||||||||||||||||||
| Other expense (income) | 72 | (48) | (4,279) | (1,422) | |||||||||||||||||||
| Income before taxes | 37,415 | 40,774 | 85,301 | 85,407 | |||||||||||||||||||
| Provision for income taxes | 9,561 | 9,440 | 20,578 | 19,714 | |||||||||||||||||||
| Income from continuing operations | 27,854 | 31,334 | 64,723 | 65,693 | |||||||||||||||||||
| Discontinued operations: | |||||||||||||||||||||||
| (Loss) income before taxes | (201) | 2,814 | 1,867 | 9,390 | |||||||||||||||||||
| Provision for income taxes | 97 | 388 | 323 | 1,972 | |||||||||||||||||||
| (Loss) income from discontinued operations | (298) | 2,426 | 1,544 | 7,418 | |||||||||||||||||||
| Net income | $ | 27,556 | $ | 33,760 | $ | 66,267 | $ | 73,111 | |||||||||||||||
| Net earnings per share – Basic: | |||||||||||||||||||||||
| Income from continuing operations | $ | 0.85 | $ | 0.96 | $ | 1.97 | $ | 2.01 | |||||||||||||||
| (Loss) income from discontinued operations | (0.01) | 0.07 | 0.05 | 0.23 | |||||||||||||||||||
| Net income | $ | 0.84 | $ | 1.03 | $ | 2.02 | $ | 2.24 | |||||||||||||||
| Weighted average shares outstanding -- Basic | 32,802 | 32,635 | 32,791 | 32,606 | |||||||||||||||||||
| Net earnings per share – Diluted: | |||||||||||||||||||||||
| Income from continuing operations | $ | 0.84 | $ | 0.95 | $ | 1.96 | $ | 2.00 | |||||||||||||||
| (Loss) income from discontinued operations | (0.01) | 0.07 | 0.05 | 0.22 | |||||||||||||||||||
| Net income | $ | 0.83 | $ | 1.02 | $ | 2.01 | $ | 2.22 | |||||||||||||||
| Weighted average shares outstanding -- Diluted | 33,050 | 32,969 | 33,055 | 32,902 | |||||||||||||||||||
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| September 30, 2021 | December 31, 2020 | ||||||||||
| (unaudited) | |||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 13,934 | $ | 32,054 | |||||||
| Accounts receivable, net of allowance of $5,799 and $3,529, respectively | 260,624 | 197,990 | |||||||||
| Inventories, net | 156,494 | 98,307 | |||||||||
| Prepaid expenses and other current assets | 20,592 | 19,671 | |||||||||
| Assets of discontinued operations | — | 77,438 | |||||||||
| Total current assets | 451,644 | 425,460 | |||||||||
| Property, plant, and equipment, net | 96,263 | 89,562 | |||||||||
| Operating lease assets | 19,858 | 25,229 | |||||||||
| Goodwill | 508,660 | 514,279 | |||||||||
| Acquired intangibles | 154,655 | 156,365 | |||||||||
| Other assets | 1,135 | 1,599 | |||||||||
| $ | 1,232,215 | $ | 1,212,494 | ||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 165,940 | $ | 134,738 | |||||||
| Accrued expenses | 71,663 | 83,505 | |||||||||
| Billings in excess of cost | 42,133 | 34,702 | |||||||||
| Liabilities of discontinued operations | — | 49,295 | |||||||||
| Total current liabilities | 279,736 | 302,240 | |||||||||
| Long-term debt | 59,695 | 85,636 | |||||||||
| Deferred income taxes | 37,000 | 39,057 | |||||||||
| Non-current operating lease liabilities | 12,837 | 17,730 | |||||||||
| Other non-current liabilities | 28,263 | 24,026 | |||||||||
| Stockholders’ equity: | |||||||||||
| Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding | — | — | |||||||||
| Common stock, $0.01 par value; 100,000 shares and 50,000 shares authorized at September 30, 2021 and December 31, 2020, respectively; 33,782 shares and 33,568 shares issued and outstanding in 2021 and 2020 | 338 | 336 | |||||||||
| Additional paid-in capital | 312,658 | 304,870 | |||||||||
| Retained earnings | 536,210 | 469,943 | |||||||||
| Accumulated other comprehensive income (loss) | 522 | (2,461) | |||||||||
| Cost of 1,102 and 1,028 common shares held in treasury in 2021 and 2020 | (35,044) | (28,883) | |||||||||
| Total stockholders’ equity | 814,684 | 743,805 | |||||||||
| $ | 1,232,215 | $ | 1,212,494 | ||||||||
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Nine Months Ended September 30, | |||||||||||
| 2021 | 2020 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net income | $ | 66,267 | $ | 73,111 | |||||||
| Income from discontinued operations | 1,544 | 7,418 | |||||||||
| Income from continuing operations | 64,723 | 65,693 | |||||||||
| Adjustments to reconcile net income to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization | 23,958 | 15,749 | |||||||||
| Stock compensation expense | 6,769 | 6,151 | |||||||||
| Gain on sale of business | — | (1,881) | |||||||||
| Exit activity costs, non-cash | 1,193 | 505 | |||||||||
| (Benefit of) provision for deferred income taxes | (689) | 680 | |||||||||
| Other, net | 1,274 | 763 | |||||||||
| Changes in operating assets and liabilities, excluding the effects of acquisitions: | |||||||||||
| Accounts receivable | (65,297) | (40,883) | |||||||||
| Inventories | (65,906) | 2,007 | |||||||||
| Other current assets and other assets | (316) | 6,055 | |||||||||
| Accounts payable | 32,029 | 12,856 | |||||||||
| Accrued expenses and other non-current liabilities | (12,261) | (22,379) | |||||||||
| Net cash (used in) provided by operating activities of continuing operations | (14,523) | 45,316 | |||||||||
| Net cash (used in) provided by operating activities of discontinued operations | (2,002) | 10,878 | |||||||||
| Net cash (used in) provided by operating activities | (16,525) | 56,194 | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Acquisitions, net of cash acquired | 4,143 | (54,385) | |||||||||
| Net proceeds from sale of property and equipment | 61 | 1,355 | |||||||||
| Purchases of property, plant, and equipment | (13,312) | (7,893) | |||||||||
| Net proceeds from sale of business | 38,062 | 723 | |||||||||
| Net cash provided by (used in) investing activities of continuing operations | 28,954 | (60,200) | |||||||||
| Net cash used in investing activities of discontinued operations | (176) | (952) | |||||||||
| Net cash provided by (used in) investing activities | 28,778 | (61,152) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Proceeds from long-term debt | 58,500 | — | |||||||||
| Long-term debt payments | (83,636) | — | |||||||||
| Purchase of common stock at market prices | (6,161) | (6,408) | |||||||||
| Net proceeds from issuance of common stock | 1,021 | 377 | |||||||||
| Net cash used in financing activities | (30,276) | (6,031) | |||||||||
| Effect of exchange rate changes on cash | (97) | (558) | |||||||||
| Net decrease in cash and cash equivalents | (18,120) | (11,547) | |||||||||
| Cash and cash equivalents at beginning of year | 32,054 | 191,363 | |||||||||
| Cash and cash equivalents at end of period | $ | 13,934 | $ | 179,816 | |||||||
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Three Months Ended September 30,2021 | ||||||||||||||||||||||||||||||||
| As Reported In GAAP Statements | Restructuring Charges | Senior Leadership Transition Costs | Acquisition Related Items | Adjusted Financial Measures | ||||||||||||||||||||||||||||
| Net Sales | ||||||||||||||||||||||||||||||||
| Renewables | $ | 130,162 | $ | — | $ | — | $ | — | $ | 130,162 | ||||||||||||||||||||||
| Residential | 171,545 | — | — | — | 171,545 | |||||||||||||||||||||||||||
| Agtech | 48,975 | — | — | — | 48,975 | |||||||||||||||||||||||||||
| Infrastructure | 18,671 | — | — | — | 18,671 | |||||||||||||||||||||||||||
| Consolidated sales | 369,353 | — | — | — | 369,353 | |||||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||||||||
| Renewables | 12,206 | 131 | 392 | 2,064 | 14,793 | |||||||||||||||||||||||||||
| Residential | 29,482 | 83 | — | — | 29,565 | |||||||||||||||||||||||||||
| Agtech | 2,227 | 293 | — | — | 2,520 | |||||||||||||||||||||||||||
| Infrastructure | 1,640 | — | — | — | 1,640 | |||||||||||||||||||||||||||
| Segments Income | 45,555 | 507 | 392 | 2,064 | 48,518 | |||||||||||||||||||||||||||
| Unallocated corporate expense | (7,577) | 37 | 4 | 53 | (7,483) | |||||||||||||||||||||||||||
| Consolidated income from operations | 37,978 | 544 | 396 | 2,117 | 41,035 | |||||||||||||||||||||||||||
| Interest expense | 491 | — | — | — | 491 | |||||||||||||||||||||||||||
| Other expense | 72 | — | — | — | 72 | |||||||||||||||||||||||||||
| Income before income taxes | 37,415 | 544 | 396 | 2,117 | 40,472 | |||||||||||||||||||||||||||
| Provision for income taxes | 9,561 | 117 | 81 | 515 | 10,274 | |||||||||||||||||||||||||||
| Income from continuing operations | $ | 27,854 | $ | 427 | $ | 315 | $ | 1,602 | $ | 30,198 | ||||||||||||||||||||||
| Income from continuing operations per share - diluted | $ | 0.84 | $ | 0.01 | $ | 0.01 | $ | 0.05 | $ | 0.91 | ||||||||||||||||||||||
| Operating margin | ||||||||||||||||||||||||||||||||
| Renewables | 9.4 | % | 0.1 | % | 0.3 | % | 1.6 | % | 11.4 | % | ||||||||||||||||||||||
| Residential | 17.2 | % | — | % | — | % | — | % | 17.2 | % | ||||||||||||||||||||||
| Agtech | 4.5 | % | 0.6 | % | — | % | — | % | 5.1 | % | ||||||||||||||||||||||
| Infrastructure | 8.8 | % | — | % | — | % | — | % | 8.8 | % | ||||||||||||||||||||||
| Segments Margin | 12.3 | % | 0.1 | % | 0.1 | % | 0.5 | % | 13.1 | % | ||||||||||||||||||||||
| Consolidated | 10.3 | % | 0.1 | % | 0.1 | % | 0.5 | % | 11.1 | % | ||||||||||||||||||||||
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Three Months Ended September 30, 2020 | ||||||||||||||||||||||||||
| As Reported In GAAP Statements | Restructuring & Senior Leadership Transition Costs | Acquisition Costs | Adjusted Financial Measures | |||||||||||||||||||||||
| Net Sales | ||||||||||||||||||||||||||
| Renewables | $ | 70,246 | $ | — | $ | — | $ | 70,246 | ||||||||||||||||||
| Residential | 151,718 | — | — | 151,718 | ||||||||||||||||||||||
| Agtech | 58,012 | — | — | 58,012 | ||||||||||||||||||||||
| Infrastructure | 16,816 | — | — | 16,816 | ||||||||||||||||||||||
| Consolidated sales | 296,792 | — | — | 296,792 | ||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||
| Renewables | 9,070 | (3) | — | 9,067 | ||||||||||||||||||||||
| Residential | 32,454 | 186 | — | 32,640 | ||||||||||||||||||||||
| Agtech | 5,125 | 175 | 572 | 5,872 | ||||||||||||||||||||||
| Infrastructure | 2,283 | — | — | 2,283 | ||||||||||||||||||||||
| Segments Income | 48,932 | 358 | 572 | 49,862 | ||||||||||||||||||||||
| Unallocated corporate expense | (7,989) | 187 | 16 | (7,786) | ||||||||||||||||||||||
| Consolidated income from operations | 40,943 | 545 | 588 | 42,076 | ||||||||||||||||||||||
| Interest expense | 217 | — | — | 217 | ||||||||||||||||||||||
| Other income | (48) | — | — | (48) | ||||||||||||||||||||||
| Income before income taxes | 40,774 | 545 | 588 | 41,907 | ||||||||||||||||||||||
| Provision for income taxes | 9,440 | 67 | 135 | 9,642 | ||||||||||||||||||||||
| Income from continuing operations | $ | 31,334 | $ | 478 | $ | 453 | $ | 32,265 | ||||||||||||||||||
| Income from continuing operations per share - diluted | $ | 0.95 | $ | 0.02 | $ | 0.01 | $ | 0.98 | ||||||||||||||||||
| Operating margin | ||||||||||||||||||||||||||
| Renewables | 12.9 | % | — | % | — | % | 12.9 | % | ||||||||||||||||||
| Residential | 21.4 | % | 0.1 | % | — | % | 21.5 | % | ||||||||||||||||||
| Agtech | 8.8 | % | 0.3 | % | 1.0 | % | 10.1 | % | ||||||||||||||||||
| Infrastructure | 13.6 | % | — | % | — | % | 13.6 | % | ||||||||||||||||||
| Segments Margin | 16.5 | % | 0.1 | % | 0.2 | % | 16.8 | % | ||||||||||||||||||
| Consolidated | 13.8 | % | 0.2 | % | 0.2 | % | 14.2 | % | ||||||||||||||||||
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Nine Months Ended September 30, 2021 | ||||||||||||||||||||||||||||||||
| As Reported In GAAP Statements | Restructuring Charges | Senior Leadership Transition Costs | Acquisition Related Items | Adjusted Financial Measures | ||||||||||||||||||||||||||||
| Net Sales | ||||||||||||||||||||||||||||||||
| Renewables | $ | 323,425 | $ | — | $ | — | $ | — | $ | 323,425 | ||||||||||||||||||||||
| Residential | 475,971 | — | — | — | 475,971 | |||||||||||||||||||||||||||
| Agtech | 149,410 | — | — | — | 149,410 | |||||||||||||||||||||||||||
| Infrastructure | 56,528 | — | — | — | 56,528 | |||||||||||||||||||||||||||
| Consolidated sales | 1,005,334 | — | — | — | 1,005,334 | |||||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||||||||
| Renewables | 21,195 | 5,888 | 392 | 5,822 | 33,297 | |||||||||||||||||||||||||||
| Residential | 79,571 | 177 | — | — | 79,748 | |||||||||||||||||||||||||||
| Agtech | 4,133 | 1,784 | — | — | 5,917 | |||||||||||||||||||||||||||
| Infrastructure | 7,863 | — | — | — | 7,863 | |||||||||||||||||||||||||||
| Segments Income | 112,762 | 7,849 | 392 | 5,822 | 126,825 | |||||||||||||||||||||||||||
| Unallocated corporate expense | (30,560) | 96 | 1,311 | 968 | (28,185) | |||||||||||||||||||||||||||
| Consolidated income from operations | 82,202 | 7,945 | 1,703 | 6,790 | 98,640 | |||||||||||||||||||||||||||
| Interest expense | 1,180 | — | — | — | 1,180 | |||||||||||||||||||||||||||
| Other (income) expense | (4,279) | — | — | 4,747 | 468 | |||||||||||||||||||||||||||
| Income before income taxes | 85,301 | 7,945 | 1,703 | 2,043 | 96,992 | |||||||||||||||||||||||||||
| Provision for income taxes | 20,578 | 1,997 | 392 | 73 | 23,040 | |||||||||||||||||||||||||||
| Income from continuing operations | $ | 64,723 | $ | 5,948 | $ | 1,311 | $ | 1,970 | $ | 73,952 | ||||||||||||||||||||||
| Income from continuing operations per share - diluted | $ | 1.96 | $ | 0.18 | $ | 0.04 | $ | 0.06 | $ | 2.24 | ||||||||||||||||||||||
| Operating margin | ||||||||||||||||||||||||||||||||
| Renewables | 6.6 | % | 1.8 | % | 0.1 | % | 1.8 | % | 10.3 | % | ||||||||||||||||||||||
| Residential | 16.7 | % | — | % | — | % | — | % | 16.8 | % | ||||||||||||||||||||||
| Agtech | 2.8 | % | 1.2 | % | — | % | — | % | 4.0 | % | ||||||||||||||||||||||
| Infrastructure | 13.9 | % | — | % | — | % | — | % | 13.9 | % | ||||||||||||||||||||||
| Segments Margin | 11.2 | % | 0.8 | % | — | % | 0.6 | % | 12.6 | % | ||||||||||||||||||||||
| Consolidated | 8.2 | % | 0.8 | % | 0.2 | % | 0.7 | % | 9.8 | % | ||||||||||||||||||||||
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Nine Months Ended September 30, 2020 | ||||||||||||||||||||||||||||||||
| As Reported In GAAP Statements | Restructuring & Senior Leadership Transition Costs | Acquisition Costs | Gain on Sale of Business | Adjusted Financial Measures | ||||||||||||||||||||||||||||
| Net Sales | ||||||||||||||||||||||||||||||||
| Renewables | $ | 173,459 | $ | — | $ | — | $ | — | $ | 173,459 | ||||||||||||||||||||||
| Residential | 394,609 | — | — | — | 394,609 | |||||||||||||||||||||||||||
| Agtech | 149,555 | — | — | — | 149,555 | |||||||||||||||||||||||||||
| Infrastructure | 49,754 | — | — | — | 49,754 | |||||||||||||||||||||||||||
| Consolidated sales | 767,377 | — | — | — | 767,377 | |||||||||||||||||||||||||||
| Income from operations | ||||||||||||||||||||||||||||||||
| Renewables | 21,851 | 15 | — | — | 21,866 | |||||||||||||||||||||||||||
| Residential | 74,143 | 670 | — | — | 74,813 | |||||||||||||||||||||||||||
| Agtech | 7,231 | 563 | 2,745 | — | 10,539 | |||||||||||||||||||||||||||
| Infrastructure | 6,660 | — | — | — | 6,660 | |||||||||||||||||||||||||||
| Segments Income | 109,885 | 1,248 | 2,745 | — | 113,878 | |||||||||||||||||||||||||||
| Unallocated corporate expense | (25,417) | 2,628 | 325 | — | (22,464) | |||||||||||||||||||||||||||
| Consolidated income from operations | 84,468 | 3,876 | 3,070 | — | 91,414 | |||||||||||||||||||||||||||
| Interest expense | 483 | — | — | — | 483 | |||||||||||||||||||||||||||
| Other (income) expense | (1,422) | — | — | 1,881 | 459 | |||||||||||||||||||||||||||
| Income before income taxes | 85,407 | 3,876 | 3,070 | (1,881) | 90,472 | |||||||||||||||||||||||||||
| Provision for income taxes | 19,714 | 296 | 725 | (469) | 20,266 | |||||||||||||||||||||||||||
| Income from continuing operations | $ | 65,693 | $ | 3,580 | $ | 2,345 | $ | (1,412) | $ | 70,206 | ||||||||||||||||||||||
| Income from continuing operations per share - diluted | $ | 2.00 | $ | 0.10 | $ | 0.07 | $ | (0.04) | $ | 2.13 | ||||||||||||||||||||||
| Operating margin | ||||||||||||||||||||||||||||||||
| Renewables | 12.6 | % | — | % | — | % | — | % | 12.6 | % | ||||||||||||||||||||||
| Residential | 18.8 | % | 0.2 | % | — | % | — | % | 19.0 | % | ||||||||||||||||||||||
| Agtech | 4.8 | % | 0.4 | % | 1.8 | % | — | % | 7.0 | % | ||||||||||||||||||||||
| Infrastructure | 13.4 | % | — | % | — | % | — | % | 13.4 | % | ||||||||||||||||||||||
| Segments Margin | 14.3 | % | 0.2 | % | 0.4 | % | — | % | 14.8 | % | ||||||||||||||||||||||
| Consolidated | 11.0 | % | 0.5 | % | 0.4 | % | — | % | 11.9 | % | ||||||||||||||||||||||
Gibraltar Industries President and CEO William Bosway to Become Chairman of the Board of Directors in January 2022
Succeeds William Montague, Who will be Appointed Chairman Emeritus of the Board Effective January 1, 2022
Atlee Valentine Pope to be Named Lead Independent Director
Buffalo, New York, October 27, 2021 - Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and provider of products and services for the renewable energy, residential, agtech and infrastructure markets, announced today that it has named President and Chief Executive Officer William Bosway as Chairman of the Board of Directors effective January 1, 2022. Mr. Bosway will succeed William Montague, who plans to retire from the Board of Directors at the end of his current term and not stand for re-election at Gibraltar’s 2022 annual meeting of stockholders. Mr. Montague will serve as Chairman Emeritus from January 1, 2022 until the end of his term, reflecting his continued support to Mr. Bosway and ongoing efforts to transition the role of Chairman of the Board during such period. The Board has also named Atlee Valentine Pope as Lead Independent Director effective January 1, 2022. Upon Mr. Montague’s retirement, Gibraltar’s Board will consist of 8 directors, 7 of whom will be independent.
Mr. Montague commented, “Since Bill Bosway was named CEO, he and his management team are doing an outstanding job of forming and executing a strategy to expand Gibraltar’s leadership in growing markets that address core economic needs and leverage the company’s key competencies during an unprecedented business environment. With this change, the Board is asserting its full confidence in his leadership capability to serve all Gibraltar’s stakeholders. Additionally, having completely refreshed the board over the last several years with talents and skillsets to match the challenges faced by public companies in the everchanging business environment, I am confident of the future for Gibraltar.”
Mr. Bosway commented, “Bill Montague’s steady hand has guided Gibraltar’s progress since its inception as a public company and his contributions have been most appreciated during the company’s transformation toward a portfolio emphasis on higher-growth, higher-margin businesses, and the Board’s elevation of the importance of ESG. The Board joins me in thanking him for his dedication and service and his commitment to driving value and stakeholder returns. The Board looks forward to continued collaboration with Atlee Valentine Pope as our lead independent director as we steer Gibraltar toward stronger leadership positions in attractive, growing markets that serve our customers, our communities and the planet.”
Mr. Montague served as Chairman since 2015, as Lead Independent Director since 2010 and as a member of the Board since Gibraltar’s initial public offering in 1993.
Ms. Pope has served on the Board since 2020 and is President & Chief Executive Officer of Blue Canyon Partners, a business-to-business growth strategy consulting firm which she co-founded in 1998.
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.
Contact:
Timothy Murphy
Chief Financial Officer
(716) 826-6500 ext. 3277
tfmurphy@gibraltar1.com
LHA Investor Relations
Carolyn Capaccio/Jody Burfening
(212) 838-3777
rock@lhai.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 and quarterly reports on Form 10-Q, 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.