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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 5, 2003
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GIBRALTAR STEEL CORPORATION
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(Exact name of registrant as specified in its chapter)
Delaware 0-22462 16-1445150
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (716) 826-6500
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(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. No financial statements
are required to be filed under applicable rules.
(b) Pro Forma Financial Information. No pro forma financial information is
required under applicable rules.
(c) Exhibits.
99.1 Press Release of the Company dated May 5, 2003.
Item 9. Regulation FD Disclosure
The following information is being provided under Item 12:
On May 5, 2003, Gibraltar Steel Corporation issued a press release announcing
operating results for the first quarter ended March 31, 2003.
The information contained in the press release dated May 5, 2003, is
incorporated herein by reference and attached as exhibit 99.1 herein.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: May 5, 2003 GIBRALTAR STEEL CORPORATION
/S/ John E. Flint
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Name: John E. Flint
Title: Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release of the Company dated May 5, 2003
Exhibit 99.1
Gibraltar's First-Quarter Earnings up 20% on 11% Sales Growth;
Second-Quarter Acquisitions of Construction Metals and
Air Vent Will Add $100 Million in Annual Sales
BUFFALO, N.Y.--(BUSINESS WIRE)--May 5, 2003--Gibraltar (Nasdaq:
ROCK) today reported strong gains in both sales and earnings for the
quarter ended March 31, 2003.
As it had previously indicated on April 14, Gibraltar reported
first-quarter 2003 sales of approximately $161 million, an increase of
approximately 11 percent compared to $145 million in the first quarter
of 2002. Its first-quarter net income was $4.9 million, an increase of
approximately 20 percent compared to $4.1 million in the first quarter
of 2002.
Gibraltar also reported first-quarter earnings per share (EPS) of
$.30, the same EPS it reported in the first quarter of 2002. There
were approximately 20 percent more weighted average shares outstanding
in the first quarter of 2003 as a result of Gibraltar's successful
completion of its secondary stock offering of 3,150,000 shares in
March of 2002.
"We had strong first-quarter sales and earnings growth, and we are
still well positioned to generate improved sales and earnings during
2003, in spite of a sharp slowdown in the economy during the first
quarter, caused by concerns over the war in Iraq and delays to the
start of the construction and remodeling season from bad weather,"
said Brian J. Lipke, Gibraltar's Chairman and Chief Executive Officer.
"We continued to build on that momentum with the immediately
accretive second-quarter acquisitions of Construction Metals and Air
Vent, which added approximately $100 million in new revenues, and
provides us with numerous opportunities to continue our strategic
growth, as we strengthen our leadership position in key product
categories and geographic markets, expand and integrate our product
lines, form new customer relationships and strengthen existing ones,
and create additional opportunities to generate operational
synergies," said Mr. Lipke.
On April 1, Gibraltar acquired Construction Metals, Inc., an
Ontario, California-based, privately held manufacturer of a wide array
of building and construction products, which are distributed from ten
facilities to retail and wholesale customers throughout the western
United States. On May 1, the Company announced that it had acquired
Air Vent Inc., a Dallas, Texas-based subsidiary of CertainTeed
Corporation, making Gibraltar North America's largest manufacturer of
ventilation products and accessories.
"The acquisitions of Construction Metals and Air Vent continue to
move a larger share of Gibraltar's business into higher value-added
products, processes, and services, like building products and heat
treating. We now have annualized building products sales of
approximately $400 million, and annual heat-treating sales approaching
$100 million," said Mr. Lipke.
"As we move into the seasonally strongest periods for our building
products business (the second and third quarters), and we begin to
benefit from the acquisitions of Construction Metals and Air Vent, we
expect our sales and earnings to strengthen in the second quarter.
Barring a significant change in business conditions, we expect our
second-quarter earnings per share will be in the range of $.50 to
$.55, compared to $.49 in the second quarter of 2002, on approximately
the same number of weighted average shares outstanding," said Mr.
Lipke.
"Looking ahead to the rest of 2003, we will continue to benefit
from our strategic diversification. By broadening our customer base
and business mix, expanding the steel-consuming markets we are
serving, and extending our reach into many of North America's
fastest-growing markets, Gibraltar has consistently demonstrated that
it can achieve profitable growth even in a weak economy," said Mr.
Lipke.
Gibraltar is one of North America's leading metal processors, a
manufacturer of more than 5,000 steel and other metal products, and
North America's second-largest commercial heat treater. The Company
serves approximately 10,000 customers in a variety of industries in
all 50 states, Canada, and Mexico. It has approximately 3,800
employees and operates 68 facilities in 26 states, Canada, and Mexico.
Information contained in this release, other than historical
information, should be considered forward-looking, and may be subject
to a number of risk factors, including: the impact of changing steel
prices on the Company's results of operations; changing demand for the
Company's products; risks associated with the integration of
acquisitions; and changes in interest or tax rates.
Gibraltar will review its first-quarter results and discuss 2003
during its quarterly conference call on May 6, at 2 p.m. Eastern Time.
Details on the conference call can be found on the Gibraltar Web site,
at www.gibraltar1.com.
Gibraltar's news releases, along with comprehensive information
about the Company, are available on the Internet, at
www.gibraltar1.com.
GIBRALTAR STEEL CORPORATION
Financial Highlights
(in thousands, except per share data)
Three Months Ended
March 31, 2003 March 31, 2002
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Net Sales $ 161,532 $ 144,713
Net Income $ 4,904 $ 4,078
Net Income Per Share-Basic $ .31 .31
Weighted Average Shares Outstanding-
Basic 15,988 $ 13,272
Net Income Per Share-Diluted $ .30 $ .30
Weighted Average Shares Outstanding-
Diluted 16,151 13,444
GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
March 31, December 31,
2003 2002
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(unaudited) (audited)
Assets
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Current assets:
Cash and cash equivalents $ 4,617 $ 3,662
Accounts receivable 97,620 87,772
Inventories 113,465 106,155
Other current assets 7,943 5,405
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Total current assets 223,645 202,994
Property, plant and equipment, net 231,666 231,526
Goodwill 133,452 133,452
Other assets 8,469 8,596
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$ 597,232 $ 576,568
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Liabilities and Shareholders' Equity
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Current liabilities:
Accounts payable $ 45,170 $ 42,074
Accrued expenses 16,946 22,050
Current maturities of long-term debt 625 624
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Total current liabilities 62,741 64,748
Long-term debt 182,572 166,308
Deferred income taxes 45,691 44,656
Other non-current liabilities 7,645 7,739
Shareholders' equity:
Preferred shares - -
Common shares 160 160
Additional paid-in capital 125,084 124,825
Retained earnings 176,411 172,147
Accumulated comprehensive loss (2,414) (2,560)
Unearned compensation (1,008) (1,086)
Currency translation adjustment 350 (369)
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Total shareholders' equity 298,583 293,117
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$ 597,232 $ 576,568
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GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per share data)
Three Months Ended
March 31,
2003 2002
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(unaudited) (unaudited)
Net sales $ 161,532 $ 144,713
Cost of sales 132,386 117,499
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Gross profit 29,146 27,214
Selling, general and administrative expense 18,433 17,597
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Income from operations 10,713 9,617
Interest expense 2,540 2,763
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Income before taxes 8,173 6,854
Provision for income taxes 3,269 2,776
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Net income $ 4,904 $ 4,078
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Net income per share - Basic $ .31 $ .31
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Weighted average shares outstanding
- Basic 15,988 13,272
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Net income per share - Diluted $ .30 $ .30
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Weighted average shares outstanding
- Diluted 16,151 13,444
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GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW
(in thousands)
Three Months Ended
March 31,
2003 2002
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(unaudited) (unaudited)
Cash flows from operating activities
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Net income $ 4,904 $ 4,078
Adjustments to reconcile net income to net
cash used in operating activities:
Depreciation and amortization 5,295 5,009
Provision for deferred income taxes 773 880
Undistributed equity investment income (50) 191
Other noncash adjustments 167 28
Increase (decrease) in cash resulting from
changes in:
Accounts receivable (9,722) (14,262)
Inventories (7,310) (1,309)
Other current assets (2,503) (1,810)
Accounts payable and accrued expenses (1,904) 5,822
Other assets 39 (159)
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Net cash used in operating
activities (10,311) (1,532)
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Cash flows from investing activities
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Purchases of property, plant and equipment (4,843) (2,387)
Net proceeds from sale of property and
equipment 225 137
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Net cash used in investing activities (4,618) (2,250)
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Cash flows from financing activities
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Long-term debt reduction (2,047) (58,511)
Proceeds from long-term debt 18,312 6,586
Payment of dividends (640) (442)
Net proceeds from issuance of common stock 259 50,853
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Net cash provided by (used in)
financing activities 15,884 (1,514)
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Net increase (decrease) in cash and
cash equivalents 955 (5,296)
Cash and cash equivalents at beginning of
year 3,662 8,150
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Cash and cash equivalents at end of period $ 4,617 $ 2,854
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GIBRALTAR STEEL CORPORATION
Segment Information
(in thousands)
Three Months Ended March 31,
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Increase (Decrease)
2003 2002 $ %
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(unaudited) (unaudited)
Net Sales
Processed steel $ 71,203 $ 63,012 $ 8,191 13.0%
Building products 68,295 63,220 5,075 8.0%
Heat treating 22,034 18,481 3,553 19.2%
Total Sales 161,532 144,713 16,819 11.6%
Income from Operations
Processed steel $ 8,353 $ 7,468 $ 885 11.9%
Building products 2,530 2,495 35 1.4%
Heat treating 2,963 2,617 346 13.2%
Corporate (3,133) (2,963) (170) (5.7)%
Total Operating Income 10,713 9,617 1,096 11.4%
Operating Margin
Processed steel 11.7% 11.9%
Building products 3.7% 3.9%
Heat treating 13.4% 14.2%
CONTACT: Gibraltar
Kenneth P. Houseknecht, 716/826-6500
khouseknecht@gibraltar1.com