8-K
Gibraltar Industries, Inc. (ROCK)
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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 4, 2022 (May 3, 2022)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-22462 | 16-1445150 |
|---|---|---|
| (State or other jurisdiction of<br> incorporation ) | (Commission File Number) | (IRS Employer Identification No.) |
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
(Address of principal executive offices) (Zip Code)
(716) 826-6500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value per share | ROCK | NASDAQ Stock Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition
The following information is furnished pursuant to Item 2.02:
On May 4, 2022, Gibraltar Industries, Inc. (the “Company”) issued a news release and will hold a conference call regarding financial results for the three months ended March 31, 2022. A copy of the news release (the “Release”) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The information in this Form 8-K under the caption Item 2.02, including the Release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, unless the Company specifically incorporates it by reference in a document filed under the Securities Act or the Exchange Act.
Item 8.01 Other Events
On May 3, 2022, the Board of Directors of the Company authorized a share repurchase program, pursuant to which the Company is authorized to repurchase up to $200 million of the Company's issued and outstanding common stock over a three-year period ending May 2, 2025. Repurchases of common stock under the repurchase program may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions, and may be funded from cash on hand, supplemented by available borrowings under the existing credit facility. A copy of the news release is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a)-(c) Not Applicable
(d) Exhibits:
| Exhibit No. | Description |
|---|---|
| 99.1 | Earnings Release issued by Gibraltar Industries, Inc. onMayexhibit991q12022earningsre.htm4, 2022 |
| 99.2 | Press Release issued by Gibraltar Industries, Inc. on May 4, 2022 |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GIBRALTAR INDUSTRIES, INC. | |||
|---|---|---|---|
| Date: | May 4, 2022 | ||
| By: | /s/ Jeffrey J. Watorek | ||
| Jeffrey J. Watorek | |||
| Vice President and Treasurer |
3
Document
GIBRALTAR ANNOUNCES FIRST QUARTER 2022 FINANCIAL RESULTS
Revenue: GAAP up 11%, Adjusted up 12%; EPS: GAAP up 47%, Adjusted up 11%
Reaffirms 2022 Revenue and EPS Growth Outlook
Order Backlog Remains Robust, up 23%
Commits to Sale of Agtech’s Processing Business
Buffalo, New York, May 4, 2022 - Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and provider of products and services for the renewable energy, residential, agtech and infrastructure markets, today reported its financial results for the three-month period ended March 31, 2022.
“Gibraltar generated solid revenue and EPS growth in the quarter despite the continuation of supply issues impacting our solar customers, the solar industry, and our Renewables business, particularly early in the quarter,” Chairman and CEO Bill Bosway stated. “Our Residential business generated strong revenue and margin performance, our Agtech business continued to expand adjusted operating margin, and our Infrastructure business delivered strong revenue growth. Demand across the company remains very solid with our backlog up 23% during the quarter."
First Quarter 2022 Consolidated Results from Continuing Operations
Below are first quarter 2022 consolidated results from continuing operations:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| $Millions, except EPS | GAAP | Adjusted | ||||
| 2022 | 2021 | % Change | 2022 | 2021 | % Change | |
| Net Sales | $317.9 | $287.6 | 10.5% | $316.0 | $282.6 | 11.8% |
| Net Income | $15.5 | $10.5 | 47.6% | $19.7 | $18.0 | 9.4% |
| Diluted EPS | $0.47 | $0.32 | 46.9% | $0.60 | $0.54 | 11.1% |
Net sales from continuing operations increased 10.5% to $317.9 million. Gibraltar made the decision during the first quarter of 2022 to sell its Agtech processing equipment business and, as adjusted to exclude this business’s revenue, adjusted revenue increased 11.8% to $316.0 million. This organic increase was driven by participation gains and price management in the Residential segment, partially offset by continued supply chain challenges in the Renewables segment.
GAAP earnings increased 47.6% to $15.5 million, or $0.47 per share, and adjusted earnings increased 9.4% to $19.7 million, or $0.60 per share. Profitability in the quarter was driven by Residential through participation gains, price management and 80/20 initiatives. While Agtech GAAP margin decreased year-over-year, adjusted segment margin improved through 80/20 and lean enterprise initiatives, supply chain optimization activities, and favorable business mix. As anticipated, the Renewables segment experienced a carryover of the supply challenges plaguing the industry in 2021 during the first quarter, and was also impacted by project inefficiencies due to severe winter weather. Infrastructure margin was impacted by steel inflation, labor availability, and 2nd shift start-up inefficiencies to support demand in the fabrication business.
Adjusted measures exclude charges for restructuring initiatives, acquisition-related items, senior leadership transition costs, and the results of our Processing business, which has been classified as held for sale as further described in adjusted financial measures below.
First Quarter Segment Results
Renewables
For the first quarter, the Renewables segment reported:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| $Millions | GAAP | Adjusted | ||||
| 2022 | 2021 | % Change | 2022 | 2021 | % Change | |
| Net Sales | $78.8 | $85.5 | (7.8)% | $78.8 | $85.5 | (7.8)% |
| Operating (Loss) Income | $(7.0) | $(0.5) | nmf* | $(4.3) | $6.4 | nmf* |
| Operating Margin | (8.9)% | (0.6)% | (830) bps | (5.4)% | 7.4% | (1280) bps |
*nmf - change is not meaningful
As expected, the industry-wide supply chain challenges experienced in 2021 continued to delay and disrupt solar project schedules in the first quarter, and severe weather in the Northeast, particularly in January and February, also contributed to project delays and disruptions. While revenue decreased 7.8% for the quarter, end market demand remained robust with new bookings driving backlog up 41% during the quarter.
Adjusted operating loss was $4.3 million and operating margin contracted to (5.4)% on lower volume and field management inefficiencies related to project delays and disruptions. These factors began to abate in March and Gibraltar expects significant sequential margin improvement in the second quarter.
Residential
For the first quarter, the Residential segment reported:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| $Millions | GAAP | Adjusted | ||||
| 2022 | 2021 | % Change | 2022 | 2021 | % Change | |
| Net Sales | $179.5 | $140.2 | 28.0% | $179.5 | $140.2 | 28.0% |
| Operating Income | $33.4 | $22.9 | 45.9% | $33.7 | $23.0 | 46.5% |
| Operating Margin | 18.6% | 16.4% | 220 bps | 18.8% | 16.4% | 240 bps |
Revenue increased 28.0%, marking the seventh consecutive quarter of double-digit growth. Revenue was driven by market, price and participation gains both in the building products and mail and package businesses.
Adjusted operating income grew 46.5% and adjusted operating margin improved 240 basis points to 18.8% as price/cost management, segment mix, and 80/20 initiatives continue to drive year-over-year margin improvement.
Agtech
Gibraltar has classified the processing equipment business, which accounted for 10% of the Agtech segment’s 2021 revenue, as held-for-sale with first quarter 2022 results and has removed the related revenues and expenses of this business from its adjusted results. This market has been significantly impacted by industry conditions and the pandemic over the last two years, and its recovery projection no longer fits Gibraltar’s timetable for growth and return generation. This decision will enable the Agtech team to focus on accelerating in its more profitable greenhouse structures markets - Produce, Commercial, and Cannabis.
For the first quarter, the Agtech segment reported:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| $Millions | GAAP | Adjusted | ||||
| 2022 | 2021 | % Change | 2022 | 2021 | % Change | |
| Net Sales | $42.4 | $46.7 | (9.2)% | $40.6 | $41.8 | (2.9)% |
| Operating Income | $0.0 | $0.9 | (100.0)% | $2.5 | $2.0 | 25.0% |
| Operating Margin | 0.1% | 2.0% | (190) bps | 6.3% | 4.7% | 160 bps |
GAAP revenue decreased 9.2% and adjusted revenue decreased 2.9% as projects were delayed as states and local agencies continue to work through respective construction permit backlogs and scheduled timing of projects. Despite these delays, market demand in Produce, Commercial, and Cannabis continues to grow with order backlog increasing 18% in the quarter.
Adjusted operating margin improved 160 basis points versus last year on continued execution 80/20 and lean enterprise initiatives, integration activities, improved business mix, and supply chain optimization projects.
Infrastructure
For the first quarter, the Infrastructure segment reported:
| Three Months Ended March 31, | ||||||
|---|---|---|---|---|---|---|
| $Millions | GAAP | Adjusted | ||||
| 2022 | 2021 | % Change | 2022 | 2021 | % Change | |
| Net Sales | $17.2 | $15.1 | 13.9% | $17.2 | $15.1 | 13.9% |
| Operating Income | $1.2 | $2.0 | (40.0)% | $1.2 | $2.0 | (40.0)% |
| Operating Margin | 6.9% | 13.5% | (660) bps | 6.9% | 13.5% | (660) bps |
Revenue increased 13.9%, driven by growth in fabricated products. While order backlog declined 7% on timing of orders and revenues, pipeline and bidding activity remain strong. Management continues to expect a positive impact of incremental government spending on infrastructure toward the end of 2022.
Adjusted operating margin decreased year-over-year but remained flat sequentially as steel inflation impacted fixed price projects booked in 2020 and early 2021. The fabrication business also experienced challenges with labor availability and inefficiencies related to adding second shift capacity to support increased demand. Margins are expected to improve through 2022 as incremental capacity becomes more efficient and orders for higher margin, non-fabricated product continue to improve.
Business Outlook
Gibraltar is reaffirming guidance for revenue and earnings for the full year 2022, with consolidated revenue expected to range between $1.38 billion and $1.43 billion. GAAP EPS is expected to be between $2.80 and $3.00, and adjusted EPS expected to be between $3.20 and $3.40.
“Given our solid start to the year and current demand across the business, our outlook for the year remains unchanged. We expect our Renewables segment to improve in the second quarter and are working closely with customers to assess potential exposure to the Department of Commerce’s solar panel anti-circumvention investigation. We expect solid performance in our Residential segment as we continue to execute on demand, manage price/cost, and gain additional participation. We look for the Agtech segment’s performance to continue to improve as it executes on higher margin backlog and benefits from 80/20 and lean initiatives. We expect Infrastructure to have a solid year with favorable business mix, good volume, and improved efficiency in its operations,” said Mr. Bosway.
Recast of 2021 Financial Information
Gibraltar has provided a recast of Consolidated and Agtech segment results reflecting the removal of the processing equipment business for the four quarters and full year of 2021 on the Quarterly Results page of its website, which can be accessed through the Investor section by clicking on Reports & Presentations.
First Quarter 2022 Conference Call Details
Gibraltar will host a conference call today starting at 9:00 a.m. ET to review its results for the first quarter of 2022. Interested parties may access the webcast through the Investors section of the Company’s website at www.gibraltar1.com, where related presentation materials will also be posted prior to the conference call. The call may also be accessed by dialing into the call at (877) 407-3088 or (201) 389-0927. For interested individuals unable to join the live conference call, a webcast replay will be available on the Company’s website for one year.
About Gibraltar
Gibraltar is a leading manufacturer and provider of products and services for the renewable energy, residential, agtech, and infrastructure markets. Gibraltar’s mission, to make life better for people and the planet, is fueled by advancing the disciplines of engineering, science, and technology. Gibraltar is innovating to reshape critical markets in comfortable living, sustainable power, and productive growing throughout North America. For more please visit www.gibraltar1.com.
Forward-Looking Statements
Certain information set forth in this news release, other than historical statements, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based, in whole or in part, on current expectations, estimates, forecasts, and projections about the Company’s business, and management’s beliefs about future operations, results, and financial position. These statements are not guarantees of future performance and are subject to a number of risk factors, uncertainties, and assumptions. Actual events, performance, or results could differ materially from the anticipated events, performance, or results expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from current expectations include, among other things, the availability and pricing of our principal raw materials and component parts, supply chain challenges causing project delays and field operations inefficiencies and disruptions, availability of labor at our manufacturing and distribution facilities or on our project sites, further impacts of COVID-19 on our customers, suppliers, employees, operations, business, liquidity and cash flows, the loss of any key customers, other general economic conditions and conditions in the particular markets in which we operate, changes in customer demand and capital spending, competitive factors and pricing pressures,
our ability to develop and launch new products in a cost-effective manner, our ability to realize synergies from newly acquired businesses, disruptions to our IT systems, the impact of regulation (including the Department of Commerce’s solar panel anti-circumvention investigation), rebates, credits and incentives and variations in government spending and our ability to derive expected benefits from restructuring, productivity initiatives, liquidity enhancing actions, and other cost reduction actions. Before making any investment decisions regarding our company, we strongly advise you to read the section entitled “Risk Factors” in our most recent annual report on Form 10-K and Quarterly Report on Form 10-Q which can be accessed under the “SEC Filings” link of the “Investor Info” page of our website at www.Gibraltar1.com. 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.
Adjusted Financial Measures
To supplement Gibraltar’s consolidated financial statements presented on a GAAP basis, Gibraltar also presented certain adjusted financial measures in this news release, including adjusted revenues, adjusted operating income and margin, adjusted net income, adjusted earnings per share (EPS) and adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) each a non-GAAP financial measure. Adjusted revenue reflects the removal of revenue associated with our Processing business, which has been classified as held-for-sale. Adjusted net income, operating income and margin excludes special charges consisting of restructuring costs primarily associated with 80/20 simplification or lean initiatives, senior leadership transition costs, acquisition related costs and the operating losses generated by our processing business that has been classified as held-for-sale. These special charges are excluded since they may not be considered directly related to the Company’s ongoing business operations. The adjusted measures now exclude the results of the Processing business since it was classified as held for sale as of March 31, 2022. Our adjusted financial measures as of and for the three-month period ending March 31, 2021 have been recast to reflect this additional adjustment as detailed in the appended reconciliation of adjusted financial measures. The results of the Processing business are considered non-recurring due to the Company’s commitment during the first quarter of 2022 to a plan to sell the Processing business. The aforementioned exclusions along with other adjustments to other income below operating profit are excluded from adjusted EPS. Adjusted EBITDA further excludes depreciation, amortization and stock compensation. In evaluating its business, the Company considers and uses these non-GAAP financial measures as supplemental measures of its operating performance. The Company believes that the presentation of results excluding these items provides meaningful supplemental data to investors 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. Adjusted EBITDA is also a useful measure of the Company’s ability to service debt and is one of the measures used for determining the Company’s debt covenant compliance.
Adjustments to the most directly comparable financial measures presented on a GAAP basis are quantified in the reconciliation of adjusted financial measures excluding special charges provided in the supplemental financial schedules that accompany this news release. These adjusted measures should not be viewed as a substitute for the Company’s GAAP results and may be different than adjusted measures used by other companies and our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.
Reconciliations of non-GAAP measures related to full-year 2022 guidance have not been provided due to the unreasonable efforts it would take to provide such reconciliations due to the high variability,
complexity and uncertainty with respect to forecasting and quantifying certain amounts that are necessary for such reconciliations.
Contact:
LHA Investor Relations
Jody Burfening/Carolyn Capaccio
(212) 838-3777
rock@lhai.com
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
| Three Months Ended<br>March 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Net Sales | $ | 317,865 | $ | 287,592 |
| Cost of sales | 253,021 | 227,574 | ||
| Gross profit | 64,844 | 60,018 | ||
| Selling, general, and administrative expense | 43,649 | 47,203 | ||
| Income from operations | 21,195 | 12,815 | ||
| Interest expense | 485 | 444 | ||
| Other expense | 153 | 315 | ||
| Income before taxes | 20,557 | 12,056 | ||
| Provision for income taxes | 5,101 | 1,560 | ||
| Income from continuing operations | 15,456 | 10,496 | ||
| Discontinued operations: | ||||
| Income before taxes | — | 2,570 | ||
| Provision for income taxes | — | 304 | ||
| Income from discontinued operations | — | 2,266 | ||
| Net income | $ | 15,456 | $ | 12,762 |
| Net earnings per share – Basic: | ||||
| Income from continuing operations | $ | 0.47 | $ | 0.32 |
| Income from discontinued operations | — | 0.07 | ||
| Net income | $ | 0.47 | $ | 0.39 |
| Weighted average shares outstanding – Basic | 32,913 | 32,771 | ||
| Net earnings per share – Diluted: | ||||
| Income from continuing operations | $ | 0.47 | $ | 0.32 |
| Income from discontinued operations | — | 0.07 | ||
| Net income | $ | 0.47 | $ | 0.39 |
| Weighted average shares outstanding – Diluted | 33,022 | 33,104 |
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| March 31,<br>2022 | December 31,<br>2021 | |||
|---|---|---|---|---|
| (unaudited) | ||||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 15,573 | $ | 12,849 |
| Accounts receivable, net of allowance of $4,433 and $3,738, respectively | 245,807 | 236,444 | ||
| Inventories, net | 187,255 | 176,207 | ||
| Prepaid expenses and other current assets | 36,836 | 21,467 | ||
| Total current assets | 485,471 | 446,967 | ||
| Property, plant, and equipment, net | 97,720 | 96,885 | ||
| Operating lease assets | 16,082 | 18,120 | ||
| Goodwill | 510,540 | 510,942 | ||
| Acquired intangibles | 132,107 | 141,504 | ||
| Other assets | 420 | 483 | ||
| $ | 1,242,340 | $ | 1,214,901 | |
| Liabilities and Stockholders’ Equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 159,214 | $ | 172,286 |
| Accrued expenses and other current liabilities | 67,495 | 67,993 | ||
| Billings in excess of cost | 60,992 | 46,711 | ||
| Total current liabilities | 287,701 | 286,990 | ||
| Long-term debt | 42,367 | 23,781 | ||
| Deferred income taxes | 40,221 | 40,278 | ||
| Non-current operating lease liabilities | 9,377 | 11,390 | ||
| Other non-current liabilities | 24,272 | 27,204 | ||
| Stockholders’ equity: | ||||
| Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding | — | — | ||
| Common stock, $0.01 par value; authorized 100,000 shares in 2022 and 2021; 33,972 shares and 33,799 shares issued and outstanding in 2022 and 2021 | 340 | 338 | ||
| Additional paid-in capital | 315,891 | 314,541 | ||
| Retained earnings | 561,028 | 545,572 | ||
| Accumulated other comprehensive (loss) income | (16) | 187 | ||
| Cost of 1,179 and 1,107 common shares held in treasury in 2022 and 2021 | (38,841) | (35,380) | ||
| Total stockholders’ equity | 838,402 | 825,258 | ||
| $ | 1,242,340 | $ | 1,214,901 |
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
| Three Months Ended<br>March 31, | ||||
|---|---|---|---|---|
| 2022 | 2021 | |||
| Cash Flows from Operating Activities | ||||
| Net income | $ | 15,456 | $ | 12,762 |
| Income from discontinued operations | — | 2,266 | ||
| Income from continuing operations | 15,456 | 10,496 | ||
| Adjustments to reconcile net income to net cash used in operating activities: | ||||
| Depreciation and amortization | 6,336 | 7,974 | ||
| Stock compensation expense | 1,352 | 2,368 | ||
| Exit activity costs, non-cash | 1,198 | 1,193 | ||
| Provision for deferred income taxes | 17 | — | ||
| Other, net | 1,395 | (162) | ||
| Changes in operating assets and liabilities, excluding the effects of acquisitions: | ||||
| Accounts receivable | (11,101) | (2,522) | ||
| Inventories | (20,937) | (15,262) | ||
| Other current assets and other assets | 731 | (435) | ||
| Accounts payable | (11,962) | 1,470 | ||
| Accrued expenses and other non-current liabilities | 9,761 | (6,334) | ||
| Net cash used in operating activities of continuing operations | (7,754) | (1,214) | ||
| Net cash used in operating activities of discontinued operations | — | (2,011) | ||
| Net cash used in operating activities | (7,754) | (3,225) | ||
| Cash Flows from Investing Activities | ||||
| Acquisitions, net of cash acquired | — | (2) | ||
| Net proceeds from sale of property and equipment | 7 | — | ||
| Purchases of property, plant, and equipment | (4,409) | (4,389) | ||
| Net proceeds from sale of business | — | 26,991 | ||
| Net cash (used in) provided by investing activities of continuing operations | (4,402) | 22,600 | ||
| Net cash used in investing activities of discontinued operations | — | (176) | ||
| Net cash (used in) provided by investing activities | (4,402) | 22,424 | ||
| Cash Flows from Financing Activities | ||||
| Proceeds from long-term debt | 47,500 | 20,000 | ||
| Long-term debt payments | (29,000) | (46,636) | ||
| Purchase of common stock at market prices | (3,461) | (4,662) | ||
| Net proceeds from issuance of common stock | — | 910 | ||
| Net cash provided by (used in) financing activities | 15,039 | (30,388) | ||
| Effect of exchange rate changes on cash | (159) | (134) | ||
| Net increase (decrease) in cash and cash equivalents | 2,724 | (11,323) | ||
| Cash and cash equivalents at beginning of year | 12,849 | 32,054 | ||
| Cash and cash equivalents at end of period | $ | 15,573 | $ | 20,731 |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Three Months Ended<br>March 31,2022 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As Reported In GAAP Statements | Restructuring Charges | Senior Leadership Transition Costs | Acquisition Related Items | Portfolio Management | Adjusted Financial Measures | |||||||||||||
| Net Sales | ||||||||||||||||||
| Renewables | $ | 78,783 | $ | — | $ | — | $ | — | $ | — | $ | 78,783 | ||||||
| Residential | 179,485 | — | — | — | — | 179,485 | ||||||||||||
| Agtech | 42,428 | — | — | — | (1,823) | 40,605 | ||||||||||||
| Infrastructure | 17,169 | — | — | — | — | 17,169 | ||||||||||||
| Consolidated sales | 317,865 | — | — | — | (1,823) | 316,042 | ||||||||||||
| Income from operations | ||||||||||||||||||
| Renewables | (6,984) | 2,526 | (209) | 390 | — | (4,277) | ||||||||||||
| Residential | 33,435 | 3 | 284 | — | — | 33,722 | ||||||||||||
| Agtech | 31 | (9) | — | — | 2,525 | 2,547 | ||||||||||||
| Infrastructure | 1,181 | (63) | — | — | — | 1,118 | ||||||||||||
| Segments Income | 27,663 | 2,457 | 75 | 390 | 2,525 | 33,110 | ||||||||||||
| Unallocated corporate expense | (6,468) | 20 | 255 | 7 | — | (6,186) | ||||||||||||
| Consolidated income from operations | 21,195 | 2,477 | 330 | 397 | 2,525 | 26,924 | ||||||||||||
| Interest expense | 485 | — | — | — | — | 485 | ||||||||||||
| Other expense | 153 | — | — | — | — | 153 | ||||||||||||
| Income before income taxes | 20,557 | 2,477 | 330 | 397 | 2,525 | 26,286 | ||||||||||||
| Provision for income taxes | 5,101 | 622 | 83 | 100 | 634 | 6,540 | ||||||||||||
| Income from continuing operations | $ | 15,456 | $ | 1,855 | $ | 247 | $ | 297 | $ | 1,891 | $ | 19,746 | ||||||
| Income from continuing operations per share - diluted | $ | 0.47 | $ | 0.05 | $ | 0.01 | $ | 0.01 | $ | 0.06 | $ | 0.60 | ||||||
| Operating margin | ||||||||||||||||||
| Renewables | (8.9) | % | 3.2 | % | (0.3) | % | 0.5 | % | — | % | (5.4) | % | ||||||
| Residential | 18.6 | % | — | % | 0.2 | % | — | % | — | % | 18.8 | % | ||||||
| Agtech | 0.1 | % | — | % | — | % | — | % | 6.0 | % | 6.3 | % | ||||||
| Infrastructure | 6.9 | % | (0.4) | % | — | % | — | % | — | % | 6.5 | % | ||||||
| Segments Margin | 8.7 | % | 0.8 | % | — | % | 0.1 | % | 0.8 | % | 10.5 | % | ||||||
| Consolidated | 6.7 | % | 0.8 | % | 0.1 | % | 0.1 | % | 0.8 | % | 8.5 | % |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Three Months Ended<br>March 31, 2021 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As Reported In GAAP Statements | Restructuring & Senior Leadership Transition Costs | Acquisition Related Items | Adjusted Financial Measures | Portfolio Management* | Adjusted Financial Measures * | |||||||||||||
| Net Sales | ||||||||||||||||||
| Renewables | $ | 85,512 | $ | — | $ | — | $ | 85,512 | $ | — | $ | 85,512 | ||||||
| Residential | 140,217 | — | — | 140,217 | — | 140,217 | ||||||||||||
| Agtech | 46,739 | — | — | 46,739 | (4,973) | 41,766 | ||||||||||||
| Infrastructure | 15,124 | — | — | 15,124 | — | 15,124 | ||||||||||||
| Consolidated sales | 287,592 | — | — | 287,592 | (4,973) | 282,619 | ||||||||||||
| Income from operations | ||||||||||||||||||
| Renewables | (521) | 4,971 | 1,900 | 6,350 | — | 6,350 | ||||||||||||
| Residential | 22,934 | 65 | — | 22,999 | — | 22,999 | ||||||||||||
| Agtech | 929 | 204 | — | 1,133 | 836 | 1,969 | ||||||||||||
| Infrastructure | 2,037 | — | — | 2,037 | — | 2,037 | ||||||||||||
| Segments Income | 25,379 | 5,240 | 1,900 | 32,519 | 836 | 33,355 | ||||||||||||
| Unallocated corporate expense | (12,564) | 1,289 | 883 | (10,392) | — | (10,392) | ||||||||||||
| Consolidated income from operations | 12,815 | 6,529 | 2,783 | 22,127 | 836 | 22,963 | ||||||||||||
| Interest expense | 444 | — | — | 444 | — | 444 | ||||||||||||
| Other expense | 315 | — | — | 315 | — | 315 | ||||||||||||
| Income before income taxes | 12,056 | 6,529 | 2,783 | 21,368 | 836 | 22,204 | ||||||||||||
| Provision for income taxes | 1,560 | 1,679 | 707 | 3,946 | 221 | 4,167 | ||||||||||||
| Income from continuing operations | $ | 10,496 | $ | 4,850 | $ | 2,076 | $ | 17,422 | $ | 615 | $ | 18,037 | ||||||
| Income from continuing operations per share - diluted | $ | 0.32 | $ | 0.15 | $ | 0.06 | $ | 0.53 | $ | 0.01 | $ | 0.54 | ||||||
| Operating margin | ||||||||||||||||||
| Renewables | (0.6) | % | 5.8 | % | 2.2 | % | 7.4 | % | — | % | 7.4 | % | ||||||
| Residential | 16.4 | % | — | % | — | % | 16.4 | % | — | % | 16.4 | % | ||||||
| Agtech | 2.0 | % | 0.4 | % | — | % | 2.4 | % | 2.3 | % | 4.7 | % | ||||||
| Infrastructure | 13.5 | % | — | % | — | % | 13.5 | % | — | % | 13.5 | % | ||||||
| Segments Margin | 8.8 | % | 1.8 | % | 0.7 | % | 11.3 | % | 0.5 | % | 11.8 | % | ||||||
| Consolidated | 4.5 | % | 2.2 | % | 1.0 | % | 7.7 | % | 0.4 | % | 8.1 | % | ||||||
| *Recast to exclude processing equipment business which was reclassified as held for sale as of March 31, 2022. |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
| Twelve Months Ended December 31, 2021 | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As Reported In GAAP Statements | Restructuring & Intangible Asset Impairment Charges | Acquisition Related Items & Senior Leadership Transition Costs | Adjusted Financial Measures | Portfolio Management* | Adjusted Financial Measures * | |||||||||||||
| Net Sales | ||||||||||||||||||
| Renewables | $ | 432,096 | $ | — | $ | — | $ | 432,096 | $ | — | $ | 432,096 | ||||||
| Residential | 635,505 | — | — | 635,505 | — | 635,505 | ||||||||||||
| Agtech | 199,161 | — | — | 199,161 | (20,328) | 178,833 | ||||||||||||
| Infrastructure | 73,021 | — | — | 73,021 | — | 73,021 | ||||||||||||
| Consolidated sales | 1,339,783 | — | — | 1,339,783 | (20,328) | 1,319,455 | ||||||||||||
| Income from operations | ||||||||||||||||||
| Renewables | 20,158 | 5,962 | 8,610 | 34,730 | — | 34,730 | ||||||||||||
| Residential | 105,821 | 393 | — | 106,214 | — | 106,214 | ||||||||||||
| Agtech | (931) | 9,987 | — | 9,056 | 3,539 | 12,595 | ||||||||||||
| Infrastructure | 8,911 | 26 | — | 8,937 | — | 8,937 | ||||||||||||
| Segments Income | 133,959 | 16,368 | 8,610 | 158,937 | 3,539 | 162,476 | ||||||||||||
| Unallocated corporate expense | (36,971) | 145 | 2,282 | (34,544) | — | (34,544) | ||||||||||||
| Consolidated income from operations | 96,988 | 16,513 | 10,892 | 124,393 | 3,539 | 127,932 | ||||||||||||
| Interest expense | 1,639 | — | — | 1,639 | — | 1,639 | ||||||||||||
| Other expense | (4,213) | — | 4,747 | 534 | — | 534 | ||||||||||||
| Income before income taxes | 99,562 | 16,513 | 6,145 | 122,220 | 3,539 | 125,759 | ||||||||||||
| Provision for income taxes | 25,046 | 4,150 | 1,059 | 30,255 | 926 | 31,181 | ||||||||||||
| Income from continuing operations | $ | 74,516 | $ | 12,363 | $ | 5,086 | $ | 91,965 | $ | 2,613 | $ | 94,578 | ||||||
| Income from continuing operations per share - diluted | $ | 2.25 | $ | 0.38 | $ | 0.15 | $ | 2.78 | $ | 0.08 | $ | 2.86 | ||||||
| Operating margin | ||||||||||||||||||
| Renewables | 4.7 | % | 1.4 | % | 2.0 | % | 8.0 | % | — | % | 8.0 | % | ||||||
| Residential | 16.7 | % | 0.1 | % | — | % | 16.7 | % | — | % | 16.7 | % | ||||||
| Agtech | (0.5) | % | 5.0 | % | — | % | 4.5 | % | 2.5 | % | 7.0 | % | ||||||
| Infrastructure | 12.2 | % | — | % | — | % | 12.2 | % | — | % | 12.2 | % | ||||||
| Segments Margin | 10.0 | % | 1.2 | % | 0.6 | % | 11.9 | % | 0.4 | % | 12.3 | % | ||||||
| Consolidated | 7.2 | % | 1.2 | % | 0.7 | % | 9.3 | % | 0.4 | % | 9.7 | % | ||||||
| *Recast to exclude processing equipment business which was reclassified as held for sale as of March 31, 2022. |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Income From Continuing Operations to Adjusted EBITDA
(in thousands)
(unaudited)
| Three Months Ended<br>March 31,2022 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated | Renewables | Residential | Agtech | Infrastructure | |||||||||||
| Net Sales | $ | 317,865 | $ | 78,783 | $ | 179,485 | $ | 42,428 | $ | 17,169 | |||||
| Less: Processing Revenues* | (1,823) | — | — | (1,823) | — | ||||||||||
| Adjusted Net Sales | $ | 316,042 | $ | 78,783 | $ | 179,485 | $ | 40,605 | $ | 17,169 | |||||
| Income From Continuing Operations | 15,456 | ||||||||||||||
| Provision for Income Taxes | 5,101 | ||||||||||||||
| Interest Expense | 485 | ||||||||||||||
| Other Expense | 153 | ||||||||||||||
| Operating Profit | 21,195 | (6,984) | 33,435 | 31 | 1,181 | ||||||||||
| Adjusted Measures** | 5,729 | 2,707 | 287 | 2,516 | (63) | ||||||||||
| Adjusted Operating Profit | 26,924 | (4,277) | 33,722 | 2,547 | 1,118 | ||||||||||
| Adjusted Operating Margin | 8.5 | % | (5.4) | % | 18.8 | % | 6.3 | % | 6.5 | % | |||||
| Adjusted Other Expense | 153 | — | — | — | — | ||||||||||
| Depreciation & Amortization | 6,336 | 2,143 | 2,053 | 1,319 | 783 | ||||||||||
| Less: Held for Sale Depreciation & Amortization | (332) | — | — | (332) | — | ||||||||||
| Adjusted Depreciation & Amortization | 6,004 | 2,143 | 2,053 | 987 | 783 | ||||||||||
| Stock Compensation Expense | 1,352 | 253 | 191 | 70 | 33 | ||||||||||
| Less: Senior Leadership Transition Related Stock Compensation Recovery | 155 | — | — | — | — | ||||||||||
| Adjusted Stock Compensation Expense | 1,507 | 253 | 191 | 70 | 33 | ||||||||||
| Adjusted EBITDA | 34,282 | (1,881) | 35,966 | 3,604 | 1,934 | ||||||||||
| Adjusted EBITDA Margin | 10.8 | % | (2.4) | % | 20.0 | % | 8.9 | % | 11.3 | % | |||||
| *To remove revenues of processing equipment business classified as held for sale | |||||||||||||||
| **Adjusted Measures details are presented on the corresponding Reconciliation of Adjusted Financial Measures |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Income From Continuing Operations to Adjusted EBITDA
(in thousands)
(unaudited)
| Three Months Ended<br>March 31, 2021 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated | Renewables | Residential | Agtech | Infrastructure | |||||||||||
| Net Sales | $ | 287,592 | $ | 85,512 | $ | 140,217 | $ | 46,739 | $ | 15,124 | |||||
| Less: Processing Revenues* | (4,973) | — | — | (4,973) | — | ||||||||||
| Adjusted Net Sales | $ | 282,619 | $ | 85,512 | $ | 140,217 | $ | 41,766 | $ | 15,124 | |||||
| Income From Continuing Operations | 10,496 | ||||||||||||||
| Provision for Income Taxes | 1,560 | ||||||||||||||
| Interest Expense | 444 | ||||||||||||||
| Other Expense | 315 | ||||||||||||||
| Operating Profit | 12,815 | (521) | 22,934 | 929 | 2,037 | ||||||||||
| Adjusted Measures** | 10,148 | 6,871 | 65 | 1,040 | — | ||||||||||
| Adjusted Operating Profit | 22,963 | 6,350 | 22,999 | 1,969 | 2,037 | ||||||||||
| Adjusted Operating Margin | 8.1 | % | 7.4 | % | 16.4 | % | 4.7 | % | 13.5 | % | |||||
| Adjusted Other Expense | 315 | — | — | — | — | ||||||||||
| Depreciation & Amortization | 7,974 | 3,591 | 2,215 | 1,348 | 768 | ||||||||||
| Less: Held for Sale Depreciation & Amortization | (330) | — | — | (330) | — | ||||||||||
| Less: Acquisition-Related Amortization | (1,575) | (1,575) | — | — | — | ||||||||||
| Adjusted Depreciation & Amortization | 6,069 | 2,016 | 2,215 | 1,018 | 768 | ||||||||||
| Stock Compensation Expense | 2,368 | 154 | 220 | 151 | 28 | ||||||||||
| Less: Senior Leadership Transition Related Stock Compensation Expense | (504) | — | — | — | — | ||||||||||
| Adjusted Stock Compensation Expense | 1,864 | 154 | 220 | 151 | 28 | ||||||||||
| Adjusted EBITDA | 30,581 | 8,520 | 25,434 | 3,138 | 2,833 | ||||||||||
| Adjusted EBITDA Margin | 10.8 | % | 10.0 | % | 18.1 | % | 7.5 | % | 18.7 | % | |||||
| *To remove revenues of processing equipment business classified as held for sale | |||||||||||||||
| **Adjusted Measures details are presented on the corresponding Reconciliation of Adjusted Financial Measures |
GIBRALTAR INDUSTRIES, INC.
Reconciliation of Income From Continuing Operations to Adjusted EBITDA
(in thousands)
(unaudited)
| Twelve Months Ended December 31, 2021 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Consolidated | Renewables | Residential | Agtech | Infrastructure | |||||||||||
| Net Sales | $ | 1,339,783 | $ | 432,096 | $ | 635,505 | $ | 199,161 | $ | 73,021 | |||||
| Less: Processing Revenues* | (20,328) | — | — | (20,328) | — | ||||||||||
| Adjusted Net Sales | $ | 1,319,455 | $ | 432,096 | $ | 635,505 | $ | 178,833 | $ | 73,021 | |||||
| Income From Continuing Operations | 74,516 | ||||||||||||||
| Provision for Income Taxes | 25,046 | ||||||||||||||
| Interest Expense | 1,639 | ||||||||||||||
| Other Income | (4,213) | ||||||||||||||
| Operating Profit | 96,988 | 20,158 | 105,821 | (931) | 8,911 | ||||||||||
| Adjusted Measures** | 30,944 | 14,572 | 393 | 13,526 | 26 | ||||||||||
| Adjusted Operating Profit | 127,932 | 34,730 | 106,214 | 12,595 | 8,937 | ||||||||||
| Adjusted Operating Margin | 9.7 | % | 8.0 | % | 16.7 | % | 7.0 | % | 12.2 | % | |||||
| Adjusted Other Income | 534 | — | — | — | — | ||||||||||
| Depreciation & Amortization | 31,966 | 14,682 | 8,694 | 5,279 | 3,092 | ||||||||||
| Less: Held for Sale Depreciation & Amortization | (1,324) | — | — | (1,324) | — | ||||||||||
| Less: Acquisition-Related Amortization | (6,273) | (6,273) | — | — | — | ||||||||||
| Adjusted Depreciation & Amortization | 24,369 | 8,409 | 8,694 | 3,955 | 3,092 | ||||||||||
| Stock Compensation Expense | 8,652 | 772 | 990 | 635 | 104 | ||||||||||
| Less: Senior Leadership Transition Related Stock Compensation Expense | (757) | — | — | (36) | — | ||||||||||
| Adjusted Stock Compensation Expense | 7,895 | 772 | 990 | 599 | 104 | ||||||||||
| Adjusted EBITDA | 159,662 | 43,911 | 115,898 | 17,149 | 12,133 | ||||||||||
| Adjusted EBITDA Margin | 12.1 | % | 10.2 | % | 18.2 | % | 9.6 | % | 16.6 | % | |||||
| *To remove revenues of processing equipment business classified as held for sale | |||||||||||||||
| **Adjusted Measures details are presented on the corresponding Reconciliation of Adjusted Financial Measures |
Document
Gibraltar Announces 3-Year $200 Million Share Repurchase Program
Buffalo, New York, May 4, 2022 - Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and provider of products and services for the renewable energy, residential, agtech and infrastructure markets, announced today that its Board of Directors has authorized a share repurchase program of up to $200 million of common stock. The program has a duration of three years, ending May 2, 2025.
“The volatility in our stock price has at times presented attractive buying opportunities, and therefore we asked our Board to authorize this share repurchase program,” Chairman and CEO Bill Bosway stated. “Given the strength of our balance sheet and our expectation that we will generate increasing cash flow in 2022 and in the coming years, we have sufficient liquidity to both invest in our operations and to offer incremental returns to shareholders.”
Common stock repurchases will be funded with available cash generated from operations opportunistically supplemented by borrowing under the existing credit facility. Gibraltar may repurchase shares from time to time through open market purchases, in privately negotiated transactions or by other means, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The method, timing and amount of future repurchases are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors. The share repurchase program does not obligate the Company to purchase any particular amount of common stock, and the program may be suspended or terminated by Gibraltar at any time at its discretion without prior notice.
About Gibraltar
Gibraltar is a leading manufacturer and provider of products and services for the renewable energy, residential, agtech, and infrastructure markets. Gibraltar’s mission, to make life better for people and the planet, is fueled by advancing the disciplines of engineering, science, and technology. Gibraltar is innovating to reshape critical markets in comfortable living, sustainable power, and productive growing throughout North America. For more please visit www.gibraltar1.com.
Forward-Looking Statements
Certain information set forth in this news release, other than historical statements, contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 that are based, in whole or in part, on current expectations, estimates, forecasts, and projections about the Company’s business, and management’s beliefs about future operations,
results, and financial position. These statements are not guarantees of future performance and are subject to a number of risk factors, uncertainties, and assumptions, such as, but not limited to, those described in the “Risk Factors” disclosures in our most recent Annual Report on Form 10-K along with Item 1A of our most recent Quarterly Report on Form 10-Q. Actual events, performance, or results could differ materially from the anticipated events, performance, or results expressed or implied by such forward-looking statements. Before making any investment decisions regarding our company, we strongly advise you to read the section described above from our annual and quarterly reports entitled “Risk Factors” which can be accessed under the “SEC Filings” link of the “Investor Info” page of our website at www.Gibraltar1.com. 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.
Contact:
LHA Investor Relations
Carolyn Capaccio/Jody Burfening
(212) 838-3777
rock@lhai.com