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United States securities and exchange commission logo
June 10, 2024
Timothy F. Murphy
Senior Vice President and Chief Financial Officer
Gibraltar Industries, Inc.
3556 Lake Shore Road
Buffalo, New York 14219
Re: Gibraltar
Industries, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2023
Form 8-K filed
February 21, 2024
File No. 000-22462
Dear Timothy F. Murphy:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe a
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Critical Accounting Estimates
Revenue Recognition on Contracts with Customers, page 29
1. We note for certain
contracts you recognize revenue over time under the cost-to-cost
method which requires
subjective judgment and estimation to determine total costs
expected to be incurred
at contract completion. You indicate such estimates are updated
and any changes in
estimates are recognized in the period the change becomes known.
You also indicate
provisions for estimated losses on uncompleted contracts are made in
the period such losses
are determined. Please tell us whether you have recognized
material favorable or
unfavorable changes in estimates with respect to these contracts and
provide us the gross
amounts of favorable and unfavorable changes recognized during
each period presented
as part of your response. Please also tell us the amount of contract
losses recognized
during each period presented and the status of material loss contracts.
Please revise your
disclosures in future filings to quantify and discuss the gross impacts of
Timothy F. Murphy
FirstName LastNameTimothy F. Murphy
Gibraltar Industries, Inc.
Comapany
June NameGibraltar Industries, Inc.
10, 2024
June 10,
Page 2 2024 Page 2
FirstName LastName
changes in contract estimates, including contract losses, during each
period presented
pursuant to Item 303(b)(3) of Regulation S-K.
Financial Statements
Notes to Consolidated Financial Statements
(3) Revenue, page 46
2. We note you disclose contract assets consist of costs in excess of
billings and are
presented in accounts receivable. Please clarify the nature of the
performance obligations
that costs in excess of billings relate to and explain if and how you
determined your right
to this consideration is unconditional. If your right to this
consideration is conditioned on
something other than the passage of time, please revise your balance
sheet presentation of
these amounts in future filings or explain how you determined your
current presentation
complies with ASC 606-10-45-1 and 45-4.
3. We note you disclose the amounts of revenue recognized during each
year presented that
were in contract liabilities at the beginning of the respective
periods. Please revise or
clarify your disclosures in future filings to explain why, in the two
preceding years, the
amount of revenue recognized exceeded the contract liability balance
at the beginning of
each respective period.
(13) Fair Value Measurements, page 58
4. In regard to non-recurring fair value measurements, please revise
future filings to quantify
and disclose the estimated fair values/carrying values of the impaired
assets.
(20) Segment Information, page 63
5. Please revise future filings to fully comply with the disclosures
required by ASC 280-10-
50-41. In this regard, we note you disclose net sales and long-lived
assets by geographic
region but do not separately disclose net sales and long-lived assets
for the US and any
other individual foreign country in North America, to the extent
material.
Form 8-K filed February 21, 2024
Exhibit 99.1, page 1
6. Please revise future filings to address the following labeling/titling
and prominence issues
related to the non-GAAP financial measures you present:
We note you label certain GAAP and non-GAAP financial measures
using the same
titles with centered headings to distinguish GAAP and non-GAAP
amounts. We also
note certain instances in which you disclose a change in an
amount using a GAAP
title, but the disclosed change relates to a non-GAAP financial
measure. For example,
you disclose "net sales increased 5.1%"; however, it appears
adjusted net sales
increased 5.1%. For each non-GAAP financial measure you present,
properly label
and title it as required by Question 100.5 of the Division of
Corporation Finance s
Timothy F. Murphy
Gibraltar Industries, Inc.
June 10, 2024
Page 3
Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
We note you discuss certain non-GAAP financial measures but do
not discuss the
most directly comparable GAAP measure with equal or greater
prominence. For
example, you discuss adjusted operating margin by segments but do
not discuss
GAAP operating margin by segment. For each non-GAAP financial
measure you
discuss, discuss the most directly comparable GAAP measure with
equal or greater
prominence as required by Question 102.10 of the Division of
Corporation Finance s
Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
7. We note your reconciliations of GAAP Measures to Non-GAAP Financial
Measures
appear to essentially represent non-GAAP income statements. Please
explain to us how
you determined your reconciliations are appropriate based on the
guidance in Question
102.10 of the Division of Corporation Finance s Compliance &
Disclosure Interpretations
on Non-GAAP Financial Measures or tell us how you plan to revise them
in future filings.
8. Please tell us and revise future filings to address the following
related to the non-GAAP
adjustments you present:
Fully explain each non-GAAP adjustment.
Explain and reconcile how the non-GAAP adjustments under the
restructuring
columns relate to the restructuring expenses disclosed in your
financial statements.
Fully explain what the non-GAAP adjustments under the portfolio
management
column represent and how they were determined.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff. Please contact Andi Carpenter at 202-551-3645
or Anne
McConnell at 202-551-3709 with any questions.
FirstName LastNameTimothy F. Murphy Sincerely,
Comapany NameGibraltar Industries, Inc.
Division of
Corporation Finance
June 10, 2024 Page 3 Office of
Manufacturing
FirstName LastName