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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) August 11, 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 August 11, 2003.
Item 9. Regulation FD Disclosure
The following information is being provided under Item 12:
On August 11, 2003, Gibraltar Steel Corporation issued a press release
announcing operating results for the second quarter ended June 30, 2003.
The information contained in the press release dated August 11, 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: August 11, 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 August 11, 2003
Exhibit 99.1
Gibraltar Reports Record Quarterly Sales and Earnings
BUFFALO, N.Y.--(BUSINESS WIRE)--Aug. 11, 2003--
Quarterly Sales Exceed $200 Million for First Time; Acquisitions of
Construction Metals and Air Vent Contribute to Record Earnings
Gibraltar (Nasdaq: ROCK) said today that its sales and earnings
for the quarter ended June 30, 2003, were the highest for any quarter
in the Company's history. Sales in the second quarter of 2003 were
$203.4 million, an increase of 18.6 percent compared to $171.5 million
in the second quarter of 2002. Sales for the first six months of 2003
were $364.9 million, an increase of 15.4 percent compared to $316.2
million in the first half of 2002.
Net income of $8.3 million in the second quarter of 2003 was a
quarterly record, and increased 3.6 percent compared to $8.0 million
in the second quarter of 2002. During the first half of 2003, net
income was $13.2 million, an increase of 9.3 percent compared to $12.0
million in the first six months of 2002.
Earnings per share in the second quarter of 2003 were $.51,
compared to $.49 in the second quarter of 2002, on approximately the
same number of weighted average shares outstanding. During the first
six months of 2003, earnings per share were $.82, compared to $.81 in
the first half of 2002, and there were approximately 9 percent more
weighted average shares outstanding in the first six months of 2003 as
a result of Gibraltar's successful completion of its secondary stock
offering of 3,150,000 shares in March of 2002.
"Our ability to generate our best-ever quarterly sales and
earnings, even though the economy is nowhere near full strength, is a
direct result of the strategic positioning of our company and
outstanding work by all 3,700 men and women on the Gibraltar Team,"
said Brian J. Lipke, Gibraltar's Chairman and Chief Executive Officer.
"The immediately accretive impact of our two second-quarter
acquisitions - Construction Metals and Air Vent - offset the slowdown
in automotive production. Our second-quarter performance once again
demonstrated that our steps to broaden our customer base and business
mix, extend our reach into many of North America's fastest-growing
geographic and steel-consuming markets, and our push into manufactured
end products (which accounted for 53 percent of our sales in the first
six months of 2003) allows us to generate profitable growth even in a
weak economy," 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 two companies add
approximately $100 million to Gibraltar's annual sales.
"Our acquisitions of Construction Metals and Air Vent will have a
major impact on our sales and profitability levels in the future. They
will help us achieve our longstanding goals of 20 percent average
annual growth in sales and earnings, improved operating margins, and
higher returns on sales, shareholders' equity, and investment," said
Mr. Lipke.
"We expect to continue our positive year-over-year quarterly sales
and earnings comparisons in the third quarter, and barring a
significant change in business conditions, we expect our third-quarter
earnings per share will be in the range of $.45 to $.49, compared to
$.44 in the third quarter of 2002, on approximately the same number of
weighted average shares outstanding," said Mr. Lipke.
"We have now generated quarter-over-quarter improvements in both
sales and net income for five consecutive quarters, in a tough
economic environment, and we believe we are well positioned to
generate record sales and earnings in 2003, even in the face of a slow
and struggling economy. While we take satisfaction in having generated
record results, we have clear targets to improve our performance. We
continue our intense focus on both our day-to-day operations and
acquisitions, in an effort to achieve our stated goals and
objectives," 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 3,700
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 second-quarter results and discuss its
outlook for the rest of 2003 during its quarterly conference call on
August 11, at 2 p.m. ET. 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
June 30, June 30,
2003 2002
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(unaudited) (unaudited)
Net Sales $ 203,406 $ 171,520
Net Income $ 8,251 $ 7,962
Net Income Per Share-Basic $ .52 $ .50
Weighted Average Shares
Outstanding-Basic 15,938 15,835
Net Income Per Share-Diluted $ .51 $ .49
Weighted Average Shares
Outstanding-Diluted 16,103 16,158
Six Months Ended
June 30, June 30,
2003 2002
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(unaudited) (unaudited)
Net Sales $ 364,938 $ 316,233
Net Income $ 13,155 $ 12,040
Net Income Per Share-Basic $ .83 $ .83
Weighted Average Shares
Outstanding-Basic 15,925 14,561
Net Income Per Share-Diluted $ .82 $ .81
Weighted Average Shares
Outstanding-Diluted 16,086 14,808
GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
June December
30, 31,
2003 2002
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(unaudited) (audited)
Assets
- ------
Current assets:
Cash and cash equivalents $ 8,448 $ 3,662
Accounts receivable 125,398 87,772
Inventories 119,566 106,155
Other current assets 7,635 5,405
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Total current assets 261,047 202,994
Property, plant and equipment, net 248,328 231,526
Goodwill 255,467 133,452
Other assets 10,425 8,596
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$ 775,267 $ 576,568
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Liabilities and Shareholders' Equity
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Current liabilities:
Accounts payable $ 58,158 $ 42,074
Accrued expenses 30,360 22,050
Current maturities of long-term debt 14,848 624
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Total current liabilities 103,366 64,748
Long-term debt 307,902 166,308
Deferred income taxes 49,701 44,656
Other non-current liabilities 7,511 7,739
Shareholders' equity:
Preferred shares - -
Common shares 160 160
Additional paid-in capital 125,142 124,825
Retained earnings 183,941 172,147
Accumulated comprehensive loss (2,232) (2,560)
Unearned compensation (930) (1,086)
Currency translation adjustment 706 (369)
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Total shareholders' equity 306,787 293,117
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$ 775,267 $ 576,568
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GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share date)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
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(unaudited) (unaudited) (unaudited) (unaudited)
Net sales $ 203,406 $ 171,520 $ 364,938 $ 316,233
Cost of sales 162,765 136,123 295,151 253,622
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Gross profit 40,641 35,397 69,787 62,611
Selling, general and
administrative expense 23,185 19,877 41,618 37,474
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Income from operations 17,456 15,520 28,169 25,137
Interest expense 3,704 2,139 6,244 4,902
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Income before taxes 13,752 13,381 21,925 20,235
Provision for income
taxes 5,501 5,419 8,770 8,195
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Net income $ 8,251 $ 7,962 $ 13,155 $ 12,040
========== ========== ========== ==========
Net income per share -
Basic $ .52 $ .50 $ .83 $ .83
========== ========== ========== ==========
Weighted average shares
outstanding - Basic 15,938 15,835 15,925 14,561
========== ========== ========== ==========
Net income per share -
Diluted $ .51 $ .49 $ .82 $ .81
========== ========== ========== ==========
Weighted average shares
outstanding - Diluted 16,103 16,158 16,086 14,808
========== ========== ========== ==========
GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Six Months Ended
June 30,
2003 2002
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(unaudited) (unaudited)
Cash flows from operating activities
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Net income $ 13,155 $ 12,040
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation and amortization 10,957 10,050
Provision for deferred income taxes 1,402 2,324
Undistributed equity investment income 203 133
Other noncash adjustments 304 228
Increase (decrease) in cash resulting
from changes in (net of acquisitions):
Accounts receivable (23,699) (26,562)
Inventories (441) (7,614)
Other current assets (2,392) (1,150)
Accounts payable and accrued expenses 10,468 15,328
Other assets (263) (1,271)
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Net cash provided by operating
activities 9,694 3,506
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Cash flows from investing activities
- ------------------------------------
Acquisitions, net of cash acquired (83,580) -
Purchases of property, plant and
equipment (10,169) (4,527)
Net proceeds from sale of property and
equipment 265 160
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Net cash used in investing activities (93,484) (4,367)
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Cash flows from financing activities
- ------------------------------------
Long-term debt reduction (25,924) (75,942)
Proceeds from long-term debt 115,464 21,179
Payment of dividends (1,281) (994)
Net proceeds from issuance of common
stock 317 52,282
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Net cash provided by (used in)
financing activities 88,576 (3,475)
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Net increase (decrease) in cash and
cash equivalents 4,786 (4,336)
Cash and cash equivalents at beginning
of year 3,662 8,150
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Cash and cash equivalents at end of
period $ 8,448 $ 3,814
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GIBRALTAR STEEL CORPORATION
Segment Information
(in thousands)
Three Months Ended June 30,
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Increase(Decrease)
2003 2002 $ %
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(unaudited) (unaudited)
Net Sales
Processed steel $ 69,510 $ 70,622 $ (1,112) (1.6)%
Building products 111,984 81,086 30,898 38.1%
Heat treating 21,912 19,812 2,100 10.6%
Total Sales $ 203,406 $ 171,520 $ 31,886 18.6%
Income from Operations
Processed steel $ 6,441 $ 8,812 $ (2,371) (26.9)%
Building products 13,460 8,314 5,146 61.9%
Heat treating 2,320 2,710 (390) (14.4)%
Corporate (4,765) (4,316) (449) (10.4)%
Total Operating Income $ 17,456 $ 15,520 $ 1,936 12.5%
Operating Margin
Processed steel 9.3% 12.5%
Building products 12.0% 10.3%
Heat treating 10.6% 13.7%
Six Months Ended June 30,
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Increase(Decrease)
2003 2002 $ %
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(unaudited) (unaudited)
Net Sales
Processed steel $ 140,713 $ 133,634 $ 7,079 5.3%
Building products 180,279 144,306 35,973 24.9%
Heat treating 43,946 38,293 5,653 14.8%
Total Sales $ 364,938 $ 316,233 $ 48,705 15.4%
Income from Operations
Processed steel $ 14,794 $ 16,280 $ (1,486) (9.1)%
Building products 15,990 10,809 5,181 47.9%
Heat treating 5,283 5,327 (44) (.8)%
Corporate (7,898) (7,279) (619) (8.5)%
Total Operating Income $ 28,169 $ 25,137 $ 3,032 12.1%
Operating Margin
Processed steel 10.5% 12.2%
Building products 8.9% 7.5%
Heat treating 12.0% 13.9%
CONTACT: Gibraltar
Investor Relations:
Kenneth P. Houseknecht, 716-826-6500
khouseknecht@gibraltar1.com.