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8-K - 8-K - GIBRALTAR INDUSTRIES, INC.a8k06302015.htm
EX-99.2 - EX-99.2 - GIBRALTAR INDUSTRIES, INC.exhibit992appointmentofnew.htm


Gibraltar Reports Second-Quarter 2015 Financial Results
Q2 Adjusted EPS of $0.25; Q2 Sales Up 8% Versus Prior Year
June 9th RBI Acquisition Accretive to Second-Quarter Adjusted Results
Confirms Full-Year Organic Earnings Growth Guidance

Buffalo, New York, August 6, 2015 - Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and distributor of building products for industrial, infrastructure and residential markets, today reported its financial results for the three and six month periods ended June 30, 2015. In a separate release, the Company also announced today that it has appointed Sharon M. Brady and James B. Nish as directors, completing its succession plans.
Second-Quarter Consolidated Results
Gibraltar’s net sales for the second quarter of 2015 increased 8 percent to $253.2 million, compared with $235.0 million for the second quarter of 2014. Second-quarter 2015 adjusted net income was $7.8 million, or $0.25 per diluted share, compared with adjusted net income of $6.1 million, or $0.19 per diluted share, in the second quarter of 2014. The adjusted second-quarter 2015 results exclude special items with an after-tax net charge totaling $3.7 million, or $0.12 per diluted share, resulting primarily from costs related to the acquisition of RBI Solar, Inc., Rough Brothers Manufacturing Inc., and affiliates (collectively “RBI”) on June 9, exit costs related to facility closures and the Company’s senior leadership transition. The adjusted second-quarter 2014 results excluded special items with an after-tax net gain totaling $0.4 million, or $0.02 per diluted share, resulting primarily from acquisition-related gains and exit activity costs related to business restructuring. Including these items in the respective periods, the Company’s second-quarter 2015 GAAP net income was $4.1 million, or $0.13 per diluted share, compared with net income of $6.4 million, or $0.21 per share, in the second quarter of 2014.
Management Comments
“Gibraltar’s second-quarter financial results were consistent with our expectations, and we made continued progress executing on our value-creation strategy, highlighted by the acquisition of RBI,” said Chief Executive Officer Frank Heard. “Consolidated net sales were up 8 percent year-over-year, primarily reflecting sales at RBI. Organic sales increased in our postal storage and roofing-related businesses in the Residential Products segment but were offset by continued soft demand in the Industrial and Infrastructure Products segment.”
“As part of our value-creation strategy, since the fourth quarter of 2014, we have been working to align our cost structure to market demand, consolidate facilities, better manage our pricing, reduce overhead and increase efficiency throughout the business,” Heard said. “These operational improvement initiatives enabled us to again deliver increased quarterly earnings. Our second quarter adjusted EPS grew by 32 percent with 11 percentage points coming from our base businesses on nearly equivalent consolidated sales, with the balance of 21 percentage points improvement coming from the accretive addition of RBI. As we begin the second half of 2015, we will continue to focus on three key goals: increasing adjusted earnings, making more efficient use of Gibraltar’s capital, and delivering higher shareholder returns than we did in 2014.”
Second-Quarter Segment Results
Separate from the performance of the two segments highlighted below, the Company’s second-quarter results benefited from its acquisition of RBI. RBI has established itself during the past five years as North America’s fastest-growing provider of photovoltaic (PV) solar racking solutions. Since June 9, RBI was accretive to the Company’s second-quarter results, adding adjusted earnings of $0.04 per diluted share on revenues of $17.1 million.





Residential Products
Second-quarter 2015 net sales in Gibraltar’s Residential Products segment increased 15 percent to $134.7 million, compared with $117.4 million for the second quarter of 2014. Second-quarter 2015 adjusted operating margin increased 200 basis points year over year to 11.3 percent. Sales growth in this segment reflected strong demand for postal storage products driven by conversions to centralized delivery, with a modest rebound in demand for our roofing-related products. The segment’s adjusted operating margin reflected the benefit of higher volume and improved operational efficiencies.
Industrial and Infrastructure Products
Second-quarter 2015 net sales in Gibraltar’s Industrial & Infrastructure Products segment decreased 14 percent to $101.4 million, compared with $117.6 million for the second quarter of 2014. Adjusted operating margin only decreased by 10 basis points year over year to 5.3 percent as improved manufacturing efficiencies and tighter management of price and raw material margin helped offset the effect of the 14 percent revenue decrease. Sales in this segment reflected lower shipment volumes to industrial markets and a 2 percent decrease due to the effect of weaker foreign currencies in its Canadian and European operations. Industrial demand was lower than in the prior-year quarter as domestic energy and mining activity declined in part due to the effects of lower oil prices. Meanwhile, the transportation infrastructure market continues to be affected by short-term uncertainty in federal funding programs.
Business Outlook
Gibraltar expects organic net sales for full-year 2015 to be equivalent to 2014, with growth expected in residential-related product lines to be offset by a decline in industrial-related revenues. In addition to the Company’s base businesses, the June 9, 2015 acquisition of RBI is expected to add incremental revenues of $130 million to $140 million through December 31, 2015, including $17 million of revenues in June 2015. The combined revenues of Gibraltar’s base businesses plus RBI are expected to result in 2015 revenues being $980 million to $990 million, an increase of approximately 14% compared to $862 million for 2014. Regarding earnings, the anticipated profit expansion from cost-reduction initiatives as well as the addition of the RBI acquisition is expected to result in adjusted earnings for 2015 in the range of $0.78 to $0.88 per diluted share, compared with $0.47 per diluted share in 2014. This range includes non-GAAP adjusted earnings accretion from RBI in the range of $0.20 to $0.24 per diluted share, excluding non-cash amortization, purchase accounting and transaction expenses.
For the third quarter of 2015, revenues and adjusted EPS are expected to increase compared with the third quarter of 2014, benefiting from the accretive income from the RBI acquisition.
Second-Quarter Conference Call Details
Gibraltar has scheduled a conference call today starting at 9:00 a.m. ET to review its results for the second quarter of 2015. Interested parties may access the call by dialing (877) 407-5790 or (201) 689-8328. The presentation slides that will be discussed in the conference call are expected to be available this morning, prior to the start of the call. The slides may be downloaded from the Gibraltar website: http://www.gibraltar1.com. A webcast replay of the conference call and a copy of the transcript will be available on the website following the call.





About Gibraltar
Gibraltar Industries is a leading manufacturer and distributor of building products for the industrial, infrastructure and residential markets. With a four-pillar strategy focused on operational improvement, product innovation, acquisitions and portfolio management, Gibraltar’s mission is to drive best-in-class performance. Gibraltar serves customers worldwide through facilities in the United States, Canada, England, Germany, China and Japan. Comprehensive information about Gibraltar can be found on its website at http://www.gibraltar1.com.
Safe Harbor Statement
Information contained in this news release, other than historical information, contains forward-looking statements and is subject to a number of risk factors, uncertainties, and assumptions. Risk factors that could affect these statements include, but are not limited to, the following: the availability of raw materials and the effects of changing raw material prices on the Company’s results of operations; energy prices and usage; changing demand for the Company’s products and services; changes in the liquidity of the capital and credit markets; risks associated with the integration and performance of acquisitions; and changes in interest and tax rates. In addition, such forward-looking statements could also be affected by general industry and market conditions, as well as general economic and political conditions. 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.
Non-GAAP Financial Data
To supplement Gibraltar’s consolidated financial statements presented on a GAAP basis, Gibraltar also presented certain adjusted financial data in this news release. Adjusted financial data excluded special charges consisting of gains / losses on sales of property, restructuring primarily associated with the closing and consolidation of our facilities, acquisition-related items, and senior leadership transition costs. These adjustments are shown in the non-GAAP reconciliation of adjusted operating results excluding special charges provided in the 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 our ongoing business operations. These adjusted measures should not be viewed as a substitute for our GAAP results, and may be different than adjusted measures used by other companies.
Next Earnings Announcement
Gibraltar expects to release its financial results for the three month period ending September 30, 2015, on Wednesday, October 28, and hold its earnings conference call later that morning, starting at 9:00 a.m. ET.
Contact:
Kenneth Smith
Chief Financial Officer
716.826.6500 ext. 3217
kwsmith@gibraltar1.com








GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
(unaudited)
 
 
Three Months Ended 
 June 30,
Six Months Ended 
 June 30,
 
2015
 
2014
2015
 
2014
Net Sales
$
253,171

 
$
234,960

$
453,786

 
$
425,992

Cost of sales
209,052

 
194,837

379,752

 
356,005

Gross profit
44,119

 
40,123

74,034

 
69,987

Selling, general, and administrative expense
32,918

 
25,393

53,863

 
54,924

Income from operations
11,201

 
14,730

20,171

 
15,063

Interest expense
3,811

 
3,691

7,511

 
7,331

Other expense (income)
1,101

 
519

(2,458
)
 
549

Income before taxes
6,289

 
10,520

15,118

 
7,183

Provision for income taxes
2,202

 
4,089

5,494

 
2,838

Income from continuing operations
4,087

 
6,431

9,624

 
4,345

Discontinued operations:
 
 
 
 
 
 
Loss before taxes

 

(44
)
 

Benefit of income taxes

 

(16
)
 

Loss from discontinued operations

 

(28
)
 

Net income
$
4,087

 
$
6,431

$
9,596

 
$
4,345

Net earnings per share – Basic:
 
 
 
 
 
 
Income from continuing operations
$
0.13

 
$
0.21

$
0.31

 
$
0.14

Loss from discontinued operations

 


 

Net income
$
0.13

 
$
0.21

$
0.31

 
$
0.14

Weighted average shares outstanding – Basic
31,210

 
31,066

31,200

 
31,028

Net earnings per share – Diluted:
 
 
 
 
 
 
Income from continuing operations
$
0.13

 
$
0.21

$
0.31

 
$
0.14

Loss from discontinued operations

 


 

Net income
$
0.13

 
$
0.21

$
0.31

 
$
0.14

Weighted average shares outstanding – Diluted
31,495

 
31,271

31,440

 
31,235






GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
(unaudited)
 
 
June 30,
2015
 
December 31,
2014
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
39,422

 
$
110,610

Accounts receivable
180,382

 
101,141

Inventories
134,751

 
128,743

Other current assets
23,339

 
19,937

Total current assets
377,894

 
360,431

Property, plant, and equipment, net
124,995

 
129,575

Goodwill
292,918

 
236,044

Acquired intangibles
136,731

 
82,215

Other assets
7,461

 
5,895

 
$
939,999

 
$
814,160

Liabilities and Shareholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
114,731

 
$
81,246

Accrued expenses
92,383

 
52,439

Current maturities of long-term debt
400

 
400

Total current liabilities
207,514

 
134,085

Long-term debt
242,800

 
213,200

Deferred income taxes
54,731

 
49,772

Other non-current liabilities
38,334

 
29,874

Shareholders’ equity:
 
 
 
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding

 

Common stock, $0.01 par value; authorized 50,000 shares; 31,436 and 31,342 shares issued in 2015 and 2014
314

 
313

Additional paid-in capital
248,854

 
247,232

Retained earnings
164,221

 
154,625

Accumulated other comprehensive loss
(10,992
)
 
(9,551
)
Cost of 453 and 429 common shares held in treasury in 2015 and 2014
(5,777
)
 
(5,390
)
Total shareholders’ equity
396,620

 
387,229

Total Liabilities & Equity
$
939,999

 
$
814,160







GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
 
Six Months Ended 
 June 30,
 
2015
 
2014
Cash Flows from Operating Activities
 
 
 
Net income
$
9,596

 
$
4,345

Loss from discontinued operations
(28
)
 

Income from continuing operations
9,624

 
4,345

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation and amortization
13,239

 
13,104

Stock compensation expense
1,406

 
1,616

Net gain on sale of assets
(8,375
)
 

Other non-cash adjustments
1,245

 
13

Non-cash charges to interest expense
108

 
522

Provision for deferred income taxes
(72
)
 

Change in operating assets and liabilities (excluding the effects of acquisitions):
 
 
 
Accounts receivable
(30,164
)
 
(41,927
)
Inventories
1,596

 
(5,723
)
Other current assets and other assets
(1,415
)
 
(3,965
)
Accounts payable
20,254

 
29,698

Accrued expenses and other non-current liabilities
4,312

 
(1,468
)
Net cash provided by (used in) operating activities
11,758

 
(3,785
)
Cash Flows from Investing Activities
 
 
 
Cash paid for acquisitions
(134,318
)
 

Net proceeds from sale of property and equipment
26,181

 
5,950

Purchases of property, plant, and equipment
(4,624
)
 
(11,498
)
Other investing activities
1,154

 
121

Net cash used in investing activities
(111,607
)
 
(5,427
)
Cash Flows from Financing Activities
 
 
 
Proceeds from long-term debt
41,392

 

Long-term debt payments
(11,792
)
 
(407
)
Purchase of treasury stock at market prices
(387
)
 
(408
)
Net proceeds from issuance of common stock
180

 
404

Excess tax benefit from stock compensation
37

 
81

Net cash provided by (used in) financing activities
29,430

 
(330
)
Effect of exchange rate changes on cash
(769
)
 
260

Net decrease in cash and cash equivalents
(71,188
)
 
(9,282
)
Cash and cash equivalents at beginning of year
110,610

 
97,039

Cash and cash equivalents at end of period
$
39,422

 
$
87,757








GIBRALTAR INDUSTRIES, INC.
Non-GAAP Reconciliation of Adjusted Statements of Operations
(in thousands, except per share data)
(Unaudited)
 
 
Three Months Ended 
 June 30, 2015
 
 
As
Reported
In GAAP Statements
 
Acquisition Related Costs
 
Restructuring Costs
 
Senior Leadership Transition Costs
 
Adjusted
Statement of Operations
Net Sales
 
 
 
 
 
 
 
 
 
 
Residential Products
 
$
134,669

 
$

 
$

 
$

 
$
134,669

Industrial & Infrastructure Products
 
101,900

 

 

 

 
101,900

Less Inter-Segment Sales
 
(482
)
 

 

 

 
(482
)
 
 
101,418





 

 
101,418

RBI
 
17,084

 

 

 

 
17,084

Consolidated sales
 
253,171





 

 
253,171

 
 
 
 
 
 
 
 
 
 
 
Income from operations
 
 
 
 
 
 
 
 
 
 
Residential Products
 
11,910

 

 
3,251

 

 
15,161

Industrial & Infrastructure Products
 
5,356

 

 
41

 
18

 
5,415

RBI
 
999

 
902

 

 

 
1,901

Segment Income
 
18,265


902


3,292

 
18

 
22,477

Unallocated corporate expense
 
(7,064
)
 
699

 

 
1,042

 
(5,323
)
Consolidated income from operations
 
11,201


1,601


3,292

 
1,060

 
17,154

 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
3,811

 

 

 

 
3,811

Other expense
 
1,101

 

 

 

 
1,101

Income before income taxes
 
6,289


1,601


3,292

 
1,060

 
12,242

Provision for income taxes
 
2,202

 
598

 
1,233

 
396

 
4,429

Income from continuing operations
 
$
4,087


$
1,003


$
2,059

 
$
664

 
$
7,813

Income from continuing operations per share – diluted
 
$
0.13

 
$
0.03

 
$
0.07

 
$
0.02

 
$
0.25

 
 
 
 
 
 
 
 
 
 
 
Operating margin
 
 
 
 
 
 
 
 
 
 
Residential Products
 
8.8
%
 
%
 
2.4
%
 
%
 
11.3
%
Industrial & Infrastructure Products
 
5.3
%
 
%
 
%
 
%
 
5.3
%
RBI
 
5.8
%
 
5.3
%
 
%
 
%
 
11.1
%
Segments Margin
 
7.2
%
 
0.4
%
 
1.3
%
 
%
 
8.9
%
Consolidated
 
4.4
%
 
0.6
%
 
1.3
%
 
0.4
%
 
6.8
%






GIBRALTAR INDUSTRIES, INC.
Non-GAAP Reconciliation of Adjusted Statements of Operations
(in thousands, except per share data)
(Unaudited)
 
 
Three Months Ended 
 June 30, 2014
 
 
As Reported In GAAP Statements
 
Acquisition Related Costs
 
Restructuring Costs
 
Adjusted Statement of Operations
Net Sales
 
 
 
 
 
 
 
 
Residential Products
 
$
117,400

 
$

 
$

 
$
117,400

Industrial & Infrastructure Products
 
117,938

 

 

 
117,938

Less Inter-Segment Sales
 
(378
)
 

 

 
(378
)
 
 
117,560

 

 

 
117,560

Consolidated sales
 
234,960

 

 

 
234,960

 
 
 
 
 
 
 
 
 
Income from operations
 
 
 
 
 
 
 
 
Residential Products
 
11,089

 

 
(182
)
 
10,907

Industrial & Infrastructure Products
 
5,976

 

 
357

 
6,333

Segment Income
 
17,065

 

 
175

 
17,240

Unallocated corporate expense
 
(2,335
)
 
(742
)
 

 
(3,077
)
Consolidated income from operations
 
14,730

 
(742
)
 
175

 
14,163

 
 
 
 
 
 
 
 
 
Interest expense
 
3,691

 

 

 
3,691

Other expense
 
519

 

 

 
519

Income (loss) before income taxes
 
10,520

 
(742
)
 
175

 
9,953

Provision for (benefit of) income taxes
 
4,089

 
(272
)
 
64

 
3,881

Income (loss) from continuing operations
 
$
6,431

 
$
(470
)
 
$
111

 
$
6,072

Income (loss) from continuing operations per share – diluted
 
$
0.21

 
$
(0.02
)
 
$

 
$
0.19

 
 
 
 
 
 
 
 
 
Operating margin
 
 
 
 
 
 
 
 
Residential Products
 
9.4
%
 
 %
 
(0.2
)%
 
9.3
%
Industrial & Infrastructure Products
 
5.1
%
 
 %
 
0.3
 %
 
5.4
%
Segment Margin
 
7.3
%
 
 %
 
0.1
 %
 
7.3
%
Consolidated
 
6.3
%
 
(0.3
)%
 
0.1
 %
 
6.0
%



















GIBRALTAR INDUSTRIES, INC.
Non-GAAP Reconciliation of Adjusted Statements of Operations
(in thousands, except per share data)
(Unaudited)
 
 
Six Months Ended 
 June 30, 2015
 
 
As
Reported
In GAAP Statements
 
Acquisition Related Costs
 
Restructuring Costs
 
Senior Leadership Transition Costs
 
Gain on Sale of Facility
 
Adjusted
Statement of Operations
Net Sales
 
 
 
 
 
 
 
 
 
 
 
 
Residential Products
 
$
241,464

 
$

 
$

 
$

 
$

 
$
241,464

Industrial & Infrastructure Products
 
196,185

 

 

 

 

 
196,185

Less Inter-Segment Sales
 
(947
)
 

 

 

 

 
(947
)
 
 
195,238





 

 


195,238

RBI
 
17,084

 

 

 

 

 
17,084

Consolidated sales
 
453,786





 

 


453,786

 
 
 
 
 
 
 
 
 
 
 
 
 
Income from operations
 
 
 
 
 
 
 
 
 
 
 
 
Residential Products
 
24,043

 

 
3,470

 

 
(6,799
)
 
20,714

Industrial & Infrastructure Products
 
7,362

 

 
41

 
382

 

 
7,785

RBI
 
999

 
902

 

 

 

 
1,901

Segment Income
 
32,404


902


3,511

 
382

 
(6,799
)

30,400

Unallocated corporate expense
 
(12,233
)
 
471

 

 
1,559

 

 
(10,203
)
Consolidated income from operations
 
20,171


1,373


3,511

 
1,941

 
(6,799
)

20,197

 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
7,511

 

 

 

 

 
7,511

Other income
 
(2,458
)
 

 

 

 

 
(2,458
)
Income before income taxes
 
15,118


1,373


3,511

 
1,941

 
(6,799
)

15,144

Provision for income taxes
 
5,494

 
513

 
1,314

 
723

 
(2,526
)
 
5,518

Income from continuing operations
 
$
9,624


$
860


$
2,197

 
$
1,218

 
$
(4,273
)

$
9,626

Income from continuing operations per share – diluted
 
$
0.31

 
$
0.03

 
$
0.07

 
$
0.04

 
$
(0.14
)
 
$
0.31

 
 
 
 
 
 
 
 
 
 
 
 
 
Operating margin
 
 
 
 
 
 
 
 
 
 
 
 
Residential Products
 
10.0
%
 
%
 
1.4
%
 
%
 
(2.8
)%
 
8.6
%
Industrial & Infrastructure Products
 
3.8
%
 
%
 
%
 
0.2
%
 
 %
 
4.0
%
RBI
 
5.8
%
 
5.3
%
 
%
 
%
 
 %
 
11.1
%
Segments Margin
 
7.1
%
 
0.2
%
 
0.8
%
 
0.1
%
 
(1.5
)%
 
6.7
%
Consolidated
 
4.4
%
 
0.3
%
 
0.8
%
 
0.4
%
 
(1.5
)%
 
4.5
%















GIBRALTAR INDUSTRIES, INC.
Non-GAAP Reconciliation of Adjusted Statements of Operations
(in thousands, except per share data)
(Unaudited)
 
 
Six Months Ended 
 June 30, 2014
 
 
As Reported In GAAP Statements
 
Acquisition Related Costs
 
Restructuring Costs
 
Adjusted Statement of Operations
Net Sales
 
 
 
 
 
 
 
 
Residential Products
 
$
204,383

 
$

 
$

 
$
204,383

Industrial & Infrastructure Products
 
222,284

 

 

 
222,284

Less Inter-Segment Sales
 
(675
)
 

 

 
(675
)
 
 
221,609






221,609

Consolidated sales
 
425,992






425,992

 
 
 
 
 
 
 
 
 
Income from operations
 
 
 
 
 
 
 
 
Residential Products
 
13,182

 
206

 
145

 
13,533

Industrial & Infrastructure Products
 
9,084

 

 
459

 
9,543

Segment Income
 
22,266


206


604


23,076

Unallocated corporate expense
 
(7,203
)
 
(740
)
 

 
(7,943
)
Consolidated income from operations
 
15,063


(534
)

604


15,133

 
 
 
 
 
 
 
 
 
Interest expense
 
7,331

 

 

 
7,331

Other expense
 
549

 

 

 
549

Income (loss) before income taxes
 
7,183


(534
)

604


7,253

Provision for (benefit of) income taxes
 
2,838

 
(194
)
 
225

 
2,869

Income (loss) from continuing operations
 
$
4,345


$
(340
)

$
379


$
4,384

Income (loss) from continuing operations per share – diluted
 
$
0.14

 
$
(0.01
)
 
$
0.01

 
$
0.14

 
 
 
 
 
 
 
 
 
Operating margin
 
 
 
 
 
 
 
 
Residential Products
 
6.4
%
 
0.1
 %
 
0.1
%
 
6.6
%
Industrial & Infrastructure Products
 
4.1
%
 
 %
 
0.2
%
 
4.3
%
Segment Margin
 
5.2
%
 
 %
 
0.1
%
 
5.4
%
Consolidated
 
3.5
%
 
(0.1
)%
 
0.1
%
 
3.6
%