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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) October 27, 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 October 27, 2003.
Item 9. Regulation FD Disclosure
The following information is being provided under Item 12:
On October 27, 2003, Gibraltar Steel Corporation issued a press release
announcing operating results for the third quarter ended September 30, 2003.
The information contained in the press release dated October 27, 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: October 27, 2003 GIBRALTAR STEEL CORPORATION
/S/ John E. Flint
-------------------------------------
Name: John E. Flint
Title: Vice President and Chief Financial Officer
EXHIBIT INDEX
99.1 Press Release of the Company dated October 27, 2003
Exhibit 99.1
Gibraltar Reports Record Quarterly Sales and Best-Ever Third-Quarter
Earnings; Net Income of $8.0 Million is the Highest for Any Third
Quarter in Company History
BUFFALO, N.Y.--(BUSINESS WIRE)--Oct. 27, 2003--Gibraltar (Nasdaq:
ROCK) today reported its sales and earnings for the three and nine
months ended September 30, 2003.
Sales of $208.0 million increased by approximately 20 percent from
$173.2 million in the third quarter of 2002, and were the highest for
any quarter in the Company's history. Sales in the first nine months
of 2003 were $573.0 million, a nine-month record, and an increase of
17 percent from $489.4 million in the first nine months of 2002.
Net income of $8.0 million was a third-quarter record, and
increased 12 percent compared to $7.1 million in the third quarter of
2002. For the first nine months of 2003, net income was $21.1 million,
also a nine-month record, and an increase of 10 percent compared to
$19.1 million in the first nine months of 2002.
Earnings per share in the third quarter of 2003 were $.49, an
increase of 11 percent from $.44 per share in the third quarter of
2002, on approximately the same number of weighted average shares
outstanding. During the first nine months of 2003, earnings per share
were $1.31, a five percent increase from $1.25 in the first nine
months of 2002, on a five percent increase in weighted average shares
outstanding as a result of Gibraltar's successful completion of its
secondary stock offering of 3,150,000 shares in March 2002.
"We generated record sales and our best-ever third-quarter
earnings in an economy that - while showing signs of improvement -
clearly has a long way to go to get back to full health. We continue
to operate below peak levels, so there is considerable upside to our
sales and earnings potential as the economy resumes strong and
sustained growth," said Brian J. Lipke, Gibraltar's Chairman and Chief
Executive Officer.
"Even with a struggling economy, Gibraltar has been able to
produce solid results in the first nine months of this year, unlike
many of its competitors," said Mr. Lipke. "The accretive acquisitions
of Construction Metals, acquired on April 1, and Air Vent, acquired on
May 1, which add approximately $100 million to our annual sales,
contributed to this year's success. We also paid down approximately
$30 million in debt during the third quarter, reducing our net debt to
total capital to 47.4 percent at September 30, 2003.
"As we approach our tenth anniversary as a public company
(Gibraltar completed its initial public offering on November 4, 1993),
we continue to focus on those goals that brought us success throughout
our first decade: generating consistent sales and earnings growth;
shifting a greater share of our business into higher-value added,
higher-margin processes, products, and services; diversifying and
broadening our customer base, geographic reach, and business mix; and
improving our returns on sales, shareholders' equity, and investment,"
said Mr. Lipke.
"We are proud of our performance during our first ten years as a
public company, especially the steps we took to make our company
stronger, not just bigger. Our strategic diversification allowed us to
consistently generate profitable growth, even when the economy
weakened. And today, we have more opportunities to strategically grow
and strengthen our business, through our existing operations and with
additional acquisitions, than at any point in our history," said Mr.
Lipke.
Looking ahead, Mr. Lipke said that, "The fourth quarter is
historically our slowest period due to the reduced number of shipping
days as a result of holidays and plant shutdowns by our customers in
the automotive industry, and seasonal slowing in the building industry
due to weather conditions. This year, the normal seasonality will be
impacted by fourth-quarter production schedules by the automotive
companies that are below year-ago levels. Barring a significant change
in business conditions, we expect our fourth-quarter earnings per
share will be in the range of $.24 to $.30, compared to $.29 in the
fourth quarter of 2002, on approximately the same number of weighted
average shares outstanding, which would result in 2003 being a record
year for sales and earnings.
"As we look ahead to the coming year, we see an increasing number
of positives, with an improving economy, interest rates hovering near
historic lows, the housing market showing sustained strength, and
aggressive growth plans from some of our largest customers. Coupled
with our focus on cost reduction - and as we further develop the
synergies from our newest acquisitions - we look at 2004 with
increasing optimism," 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 3,900
employees and operates 67 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 third-quarter results and discuss its
outlook for the fourth quarter during its quarterly conference call,
which will be held at 2 p.m. Eastern Time on October 27. Investors and
the general public are invited to listen to an Internet Web cast of
the call, details of which can be found on Gibraltar's Web site,
(www.gibraltar1.com).
CONTACT: Kenneth P. Houseknecht, Director of Investor Relations,
at 716/826-6500, khouseknecht@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
September 30, 2003 September 30, 2002
-------------------- --------------------
(unaudited) (unaudited)
Net Sales $ 208,033 $ 173,160
Net Income $ 7,978 $ 7,111
Net Income Per Share-Basic $ .50 $ .45
Weighted Average Shares
Outstanding-Basic 16,041 15,981
Net Income Per Share-
Diluted $ .49 $ .44
Weighted Average Shares
Outstanding-Diluted 16,229 16,234
Nine Months Ended
September 30, 2003 September 30, 2002
-------------------- --------------------
(unaudited) (unaudited)
Net Sales $ 572,971 $ 489,393
Net Income $ 21,133 $ 19,151
Net Income Per Share-Basic $ 1.32 $ 1.27
Weighted Average Shares
Outstanding-Basic 15,967 15,039
Net Income Per Share-
Diluted $ 1.31 $ 1.25
Weighted Average Shares
Outstanding-Diluted 16,122 15,289
GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30, December 31,
2003 2002
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(unaudited) (audited)
Assets
- ------
Current assets:
Cash and cash equivalents $ 5,227 $ 3,662
Accounts receivable 123,943 87,772
Inventories 112,803 106,155
Other current assets 7,623 5,405
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Total current assets 249,596 202,994
Property, plant and equipment, net 249,078 231,526
Goodwill 255,853 133,452
Other assets 10,120 8,596
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$ 764,647 $ 576,568
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Liabilities and Shareholders' Equity
- ------------------------------------
Current liabilities:
Accounts payable $ 58,887 $ 42,074
Accrued expenses 35,844 22,050
Current maturities of long-term
debt 14,848 624
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Total current liabilities 109,579 64,748
Long-term debt 277,338 166,308
Deferred income taxes 52,712 44,656
Other non-current liabilities 7,054 7,739
Shareholders' equity:
Preferred shares - -
Common shares 162 160
Additional paid-in capital 128,675 124,825
Retained earnings 191,188 172,147
Accumulated comprehensive loss (1,857) (2,560)
Unearned compensation (859) (1,086)
Currency translation adjustment 655 (369)
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Total shareholders' equity 317,964 293,117
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$ 764,647 $ 576,568
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GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
Three Months Ended Nine Months Ended
September 30, September 30,
2003 2002 2003 2002
------------ ------------ ------------ ------------
(unaudited) (unaudited) (unaudited) (unaudited)
Net sales $ 208,033 $ 173,160 $ 572,971 $ 489,393
Cost of sales 164,967 138,517 460,118 392,139
------------ ------------ ------------ ------------
Gross profit 43,066 34,643 112,853 97,254
Selling,
general and
administra-
tive expense 25,776 19,885 67,394 57,359
------------ ------------ ------------ ------------
Income from
operations 17,290 14,758 45,459 39,895
Interest
expense 3,994 2,806 10,238 7,708
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Income before
taxes 13,296 11,952 35,221 32,187
Provision for
income taxes 5,318 4,841 14,088 13,036
------------ ------------ ------------ ------------
Net income $ 7,978 $ 7,111 $ 21,133 $ 19,151
============ ============ ============ ============
Net income per
share - Basic $ .50 $ .45 $ 1.32 $ 1.27
============ ============ ============ ============
Weighted
average shares
outstanding -
Basic 16,041 15,981 15,967 15,039
============ ============ ============ ============
Net income per
share -
Diluted $ .49 $ .44 $ 1.31 $ 1.25
============ ============ ============ ============
Weighted
average shares
outstanding -
Diluted 16,229 16,234 16,122 15,289
============ ============ ============ ============
GIBRALTAR STEEL CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Nine Months Ended
September 30,
2003 2002
------------ ------------
(unaudited) (unaudited)
Cash flows from operating activities
- ------------------------------------
Net income $ 21,133 $ 19,151
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 16,711 15,255
Provision for deferred income taxes 3,577 3,809
Undistributed equity investment income 118 241
Tax benefit from exercise of stock options 823 146
Unearned compensation 176 168
Other noncash adjustments 165 32
Increase (decrease) in cash resulting from
changes in (net of acquisitions):
Accounts receivable (22,282) (25,806)
Inventories 5,784 (19,541)
Other current assets (1,212) (1,279)
Accounts payable and accrued expenses 16,993 21,153
Other assets (105) (3,260)
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Net cash provided by operating
activities 41,881 10,069
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Cash flows from investing activities
- ------------------------------------
Acquisitions, net of cash acquired (84,228) (8,847)
Purchases of property, plant and equipment (16,544) (11,699)
Net proceeds from sale of property and
equipment 356 1,235
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Net cash used in investing activities (100,416) (19,311)
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Cash flows from financing activities
- ------------------------------------
Long-term debt reduction (56,491) (116,350)
Proceeds from long-term debt 115,471 71,234
Payment of dividends (2,002) (1,629)
Net proceeds from issuance of common stock 3,122 53,647
------------ ------------
Net cash provided by financing
activities 60,100 6,902
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Net increase (decrease) in cash and
cash equivalents 1,565 (2,340)
Cash and cash equivalents at beginning of
year 3,662 8,150
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Cash and cash equivalents at end of period $ 5,227 $ 5,810
============ ============
GIBRALTAR STEEL CORPORATION
Segment Information
(in thousands)
Three Months Ended September 30,
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Increase(Decrease)
2003 2002 $ %
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(unaudited) (unaudited)
Net Sales
Processed steel
products $ 62,658 $ 70,475 $ (7,817) -11.1%
Building products 123,421 81,259 42,162 51.9%
Heat treating 21,954 21,426 528 2.5%
Total Sales $ 208,033 $ 173,160 $ 34,873 20.1%
Income (loss) from
Operations
Processed steel
products $ 4,628 $ 8,378 $ (3,750) -44.8%
Building products 15,946 7,237 8,709 120.3%
Heat treating 1,712 2,367 (655) -27.7%
Corporate (4,996) (3,224) (1,772) -55.0%
Total Operating
Income $ 17,290 $ 14,758 $ 2,532 17.2%
Operating Margin
Processed steel
products 7.4% 11.9%
Building products 12.9% 8.9%
Heat treating 7.8% 11.0%
Nine Months Ended September 30,
-------------------------------------------------
Increase(Decrease)
2003 2002 $ %
---------- ---------- ---------- ----------
(unaudited) (unaudited)
Net Sales
Processed steel
products $ 203,371 $ 204,109 $ (738) -.4%
Building products 303,700 225,565 78,135 34.6%
Heat treating 65,900 59,719 6,181 10.4%
Total Sales $ 572,971 $ 489,393 $ 83,578 17.1%
Income (loss) from
Operations
Processed steel
products $ 19,422 $ 24,658 $ (5,236) -21.2%
Building products 31,936 18,046 13,890 77.0%
Heat treating 6,995 7,694 (699) 9.1%
Corporate (12,894) (10,503) (2,391) -22.8%
Total Operating
Income $ 45,459 $ 39,895 $ 5,564 13.9%
Operating Margin
Processed steel
products 9.6% 12.1%
Building products 10.5% 8.0%
Heat treating 10.6% 12.9%
CONTACT: Gibraltar
Kenneth P. Houseknecht, 716-826-6500
khouseknecht@gibraltar1.com