rock-20201029
0000912562false00009125622020-10-292020-10-29

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 29, 2020 (October 29, 2020)
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware0-2246216-1445150
(State or other jurisdiction of
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 classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par value per shareROCKNASDAQ 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. ☐
 



TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition3
Item 7.01 Regulation FD Disclosure3
Item 9.01 Financial Statements and Exhibits3
SIGNATURE4


2


Item 2.02 Results of Operations and Financial Condition
    and
Item 7.01 Regulation FD Disclosure
The following information is furnished pursuant to both Item 2.02 and Item 7.01:
On October 29, 2020, Gibraltar Industries, Inc. (the “Company”) issued a news release and held a conference call regarding results for the three and nine months ended September 30, 2020. A copy of the news release (the “Release”) is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company references adjusted financial information in both the Release and the conference call. A reconciliation of these adjusted financial measures is contained in the Release. The information in this Form 8-K under the captions Items 2.02 and 7.01 and Item 9.01, including the Release, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (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 (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 9.01    Financial Statements and Exhibits
    (a)-(c)    Not Applicable
    (d)    Exhibits:
Exhibit No.Description
3

SIGNATURE
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:October 29, 2020
By:/s/ Jeffrey J. Watorek
Jeffrey J. Watorek
Vice President, Treasurer and Secretary

4

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Gibraltar Announces Third-Quarter 2020 Financial Results

Q3 Revenues Grow 10%, GAAP and Adjusted EPS Grow 36% and 12%, Respectively
Backlog of $304 million up 26% on Renewable Energy and Conservation Demand
Strong Balance Sheet and Liquidity Supports Execution and Ongoing Investment in the Business
Completes Acquisition of Architectural Mailboxes in Residential Products Segment


Buffalo, New York, October 29, 2020 - Gibraltar Industries, Inc. (Nasdaq: ROCK), a leading manufacturer and provider of products and services for the renewable energy, conservation, residential, industrial and infrastructure markets, today reported its financial results for the three-month period ended September 30, 2020.

“We delivered a solid performance as we continued to focus on executing our business plans. Revenue increased 10.2% and adjusted EPS increased 11.6%, with GAAP and adjusted operating margins improving 280 and 40 basis points respectively,” said President and Chief Executive Officer Bill Bosway. “Our investments across the business over the last nine months have been meaningful, targeted, and are beginning to generate positive results. We also recently completed a $27 million acquisition of Architectural Mailboxes, a complementary addition to our Mail and Package solutions business. We enter the fourth quarter with solid momentum and a backlog of $304 million, up 26%, and a strong, liquid balance sheet to fund key initiatives.”

Third Quarter 2020 Consolidated Results

Gibraltar reported the following consolidated results:

Three Months Ended September 30,
Dollars in millions, except EPS
GAAP
Adjusted
2020
2019
% Change
2020
2019
% Change
Net Sales
$329.7
$299.2
10.2%
$329.7
$299.2
10.2%
Net Income
$33.8
$24.5
38.0%
$34.9
$31.2
11.9%
Diluted EPS
$1.02
$0.75
36.0%
$1.06
$0.95
11.6%

Third quarter 2020 net sales increased 10.2% to $329.7 million, driven by the Residential Products and Renewable Energy & Conservation segments. Of the 10.2% increase, organic growth accounted for 2.1%, and recent acquisitions contributed 8.1%.

GAAP earnings increased 38.0% to $33.8 million, or $1.02 per share, while adjusted earnings increased 11.9% to $34.9 million, or $1.06 per share, the result of organic growth and marked margin expansion in our Residential Products segment, continued execution in all core businesses, product and services mix, favorable alignment of price to material costs, and ongoing benefits from operational excellence initiatives. Adjusted measures remove charges



for restructuring initiatives, acquisition-related items, senior leadership transition costs, and other reclassifications, as further described in the appended reconciliation of adjusted financial measures.



Third Quarter Segment Results

Renewable Energy & Conservation

For the third quarter, the Renewable Energy & Conservation segment reported:
Three Months Ended September 30,
Dollars in millions
GAAP
Adjusted
2020
2019
% Change
2020
2019
% Change
Net Sales
$128.3
$116.8
9.8%
$128.3
$116.8
9.8%
Operating Margin
11.1%
16.8%
(570) bps
11.6%
17.8%
(620) bps

Segment revenue increased 9.8% driven by growth in Renewable Energy and previous acquisitions in the Conservation business, offset by a decline in the core Conservation business related to a slowdown in the cannabis and hemp markets. Total segment backlog increased 28% with Renewable Energy and Conservation businesses contributing equally to the increase over 2019. The strength in backlog is the result of strong end market demand in Renewable Energy, and in Conservation, driven by strength in the fruits and vegetables market and increasing activity in the cannabis market.

Adjusted operating margin declined for the quarter driven by near-term market challenges impacting the Conservation business, particularly related to the cannabis and hemp markets. The acquisitions made in the Conservation business delivered margins consistent with expectations, and margins are expected to improve moving forward. Renewable Energy margin performance remains solid, driven by strong execution, participation gains, and product and service mix.


Residential Products

For the third quarter, the Residential Products segment reported:

Three Months Ended September 30,
Dollars in millions
GAAP
Adjusted
2020
2019
% Change
2020
2019
% Change
Net Sales
$151.7
$126.3
20.1%
$151.7
$126.3
20.1%
Operating Margin
21.4%
13.5%
790 bps
21.5%
16.2%
530 bps

Segment revenue increased 20.1% as the home improvement market continued to show solid activity, and through participation gains across our various distribution channels. Adjusted operating margin increased with consistent execution on higher volume, effective price and material cost management, and additional 80/20 initiatives.

Subsequent to quarter-end, Gibraltar acquired Architectural Mailboxes for $27 million, a complementary addition to Gibraltar’s existing mail & package solutions business within the Residential segment. The acquisition provides an entry into new market segments while creating synergy across digital marketing, engineering, and supply chain initiatives. Architectural Mailboxes revenue is expected to be $26 million in 2020.


Industrial & Infrastructure Products




For the third quarter, the Industrial & Infrastructure Products segment reported:

Three Months Ended September 30,
Dollars in millions
GAAP
Adjusted
2020
2019
% Change
2020
2019
% Change
Net Sales
$49.7
$56.2
(11.6)%
$49.7
$56.2
(11.6)%
Operating Margin
10.5%
9.7%
80 bps
11.0%
10.2%
80 bps

Segment revenue decreased 11.6%, driven by lower demand for core industrial products. The infrastructure business was down slightly as the pandemic affected spending on infrastructure projects in certain end markets. Infrastructure backlog grew slightly.

The increase in adjusted operating margin was driven by continued improvement in execution in the industrial business and effective price and material cost management.

Business Outlook

Gibraltar delivered solid revenue and adjusted EPS growth through the first three quarters, and expects fourth quarter performance to surpass 2019 results. Given the ongoing level of uncertainty related to the pandemic, the economy, and the upcoming election, Gibraltar is maintaining the practice of providing qualitative guidance.

“While our momentum and end market trends continue to be positive, we are closely monitoring the everchanging pandemic landscape and potential impact on the U.S. and global economy,” Bosway commented. “We remain focused on executing our operating playbook, maintaining a safe environment for our people, and meeting our customers’ needs every day. We will also continue key organic and inorganic investments to strengthen our business platforms for the markets we serve.”

Third Quarter 2020 Conference Call Details

Gibraltar will host a conference call today starting at 9:00 a.m. ET to review its results for the third quarter of 2020. Interested parties may access the webcast through the Investors section of the Company’s website at www.gibraltar1.com or dial into the call at (833) 665-0649 or (914) 987-7311. Presentation slides referenced during the conference call will be available for download on the website. 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 provider of products and services for the renewable energy, conservation, residential, industrial, and infrastructure markets. With a three-pillar strategy focused on business systems, portfolio management, and organization and talent development, Gibraltar’s mission is to create compounding and sustainable value with strong leadership positions in higher growth, profitable end markets. Gibraltar serves customers primarily throughout North America. Comprehensive information about Gibraltar can be found on its website at 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 impacts of COVID-19 on the global economy and on our customers, suppliers, employees, operations, business, liquidity and cash flows, 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, 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 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. Adjusted financial measures exclude special charges consisting of restructuring costs primarily associated with 80/20 simplification initiatives, senior leadership transition costs, early debt repayment, acquisition related costs, and other reclassifications. These adjustments are shown in the reconciliation of adjusted financial measures excluding special charges provided in the supplemental 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 the Company’s ongoing business operations. 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.

Contact:
LHA Investor Relations
Jody Burfening/Carolyn Capaccio
(212) 838-3777
[email protected]







GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
Three Months Ended 
 
September 30,		Nine Months Ended 
 
September 30,
 2020201920202019
Net Sales$329,665 $299,236 $864,918 $789,308 
Cost of sales244,222 222,658 650,830 605,272 
Gross profit85,443 76,578 214,088 184,036 
Selling, general, and administrative expense41,584 45,158 120,448 115,444 
Income from operations43,859 31,420 93,640 68,592 
Interest expense218 17 385 2,297 
Other expense (income)53 84 (1,542)660 
Income before taxes43,588 31,319 94,797 65,635 
Provision for income taxes9,828 6,843 21,686 14,901 
Net income$33,760 $24,476 $73,111 $50,734 
Net earnings per share:
Basic$1.03 $0.75 $2.24 $1.57 
Diluted$1.02 $0.75 $2.22 $1.55 
Weighted average shares outstanding:
Basic32,635 32,470 32,606 32,357 
Diluted32,969 32,770 32,902 32,677 



GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
September 30,
2020		December 31,
2019
(unaudited)
Assets
Current assets:
Cash and cash equivalents$179,816 $191,363 
Accounts receivable, net of allowance of $3,319 and $6,330203,488 147,515 
Inventories, net77,943 78,476 
Prepaid expenses and other current assets20,306 19,748 
Total current assets481,553 437,102 
Property, plant, and equipment, net94,983 95,409 
Operating lease assets32,359 27,662 
Goodwill382,427 329,705 
Acquired intangibles108,821 92,592 
Other assets1,703 1,980 
$1,101,846 $984,450 
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable$131,746 $83,136 
Accrued expenses106,480 98,463 
Billings in excess of cost31,267 47,598 
Total current liabilities269,493 229,197 
Deferred income taxes40,942 40,334 
Non-current operating lease liabilities23,314 19,669 
Other non-current liabilities22,022 21,286 
Shareholders’ equity:
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding— — 
Common stock, $0.01 par value; authorized 50,000 shares; 33,519 shares and 33,192 shares issued and outstanding in 2020 and 2019335 332 
Additional paid-in capital302,107 295,582 
Retained earnings478,488 405,668 
Accumulated other comprehensive loss(6,220)(5,391)
Cost of 1,024 and 906 common shares held in treasury in 2020 and 2019(28,635)(22,227)
Total shareholders’ equity746,075 673,964 
$1,101,846 $984,450 



GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
Nine Months Ended 
 
September 30,
 20202019
Cash Flows from Operating Activities
Net income $73,111 $50,734 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization17,325 14,923 
Stock compensation expense6,151 10,087 
Gain on sale of business(1,881)— 
Exit activity costs, non-cash505 479 
Provision for (benefit of) deferred income taxes668 (429)
Other, net1,402 3,267 
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable(40,176)(56,645)
Inventories6,102 18,617 
Other current assets and other assets6,095 (6,949)
Accounts payable13,408 22,770 
Accrued expenses and other non-current liabilities(26,516)15,640 
Net cash provided by operating activities 56,194 72,494 
Cash Flows from Investing Activities
Acquisitions, net of cash acquired(54,385)(8,665)
Net proceeds from sale of property and equipment568 87 
Purchases of property, plant, and equipment(9,335)(7,703)
Net proceeds from sale of business2,000 — 
Net cash used in investing activities(61,152)(16,281)
Cash Flows from Financing Activities
Long-term debt payments— (212,000)
Payment of debt issuance costs— (1,235)
Purchase of treasury stock at market prices(6,408)(3,495)
Net proceeds from issuance of common stock377 400 
Net cash used in financing activities(6,031)(216,330)
Effect of exchange rate changes on cash(558)729 
Net decrease in cash and cash equivalents(11,547)(159,388)
Cash and cash equivalents at beginning of year191,363 297,006 
Cash and cash equivalents at end of period$179,816 $137,618 



GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
Three Months Ended 
 
September 30,2020
As
Reported
In GAAP Statements
Restructuring ChargesSenior Leadership Transition CostsAcquisition Related Items
Adjusted Financial Measures
Net Sales
Renewable Energy & Conservation$128,258 $— $— $— $128,258 
Residential Products151,718 — — — 151,718 
Industrial & Infrastructure Products49,767 — — — 49,767 
Less Inter-Segment Sales(78)— — — (78)
49,689 — — — 49,689 
Consolidated sales329,665 — — — 329,665 
Income from operations
Renewable Energy & Conservation14,195 172 — 572 14,939 
Residential Products32,454 186 — — 32,640 
Industrial & Infrastructure Products5,199 252 — — 5,451 
Segments Income51,848 610 — 572 53,030 
Unallocated corporate expense(7,989)17 170 16 (7,786)
Consolidated income from operations43,859 627 170 588 45,244 
Interest expense218 — — — 218 
Other expense53 — — — 53 
Income before income taxes43,588 627 170 588 44,973 
Provision for income taxes9,828 146 — 135 10,109 
Net income$33,760 $481 $170 $453 $34,864 
Net earnings per share - diluted$1.02 $0.02 $0.01 $0.01 $1.06 
Operating margin
Renewable Energy & Conservation11.1 %0.1 %— %0.4 %11.6 %
Residential Products21.4 %0.1 %— %— %21.5 %
Industrial & Infrastructure Products10.5 %0.5 %— %— %11.0 %
Segments Margin15.7 %0.2 %— %0.2 %16.1 %
Consolidated13.3 %0.2 %0.1 %0.2 %13.7 %





GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
Three Months Ended 
 
September 30, 2019
As Reported In GAAP Statements
Restructuring ChargesSenior Leadership Transition CostsAcquisition Related Items
Adjusted Financial Measures
Net Sales
Renewable Energy & Conservation$116,771 $— $— $— $116,771
Residential Products126,275 — — — 126,275
Industrial & Infrastructure Products56,361 — — — 56,361
Less Inter-Segment Sales(171)— — — (171)
56,190———56,190
Consolidated sales299,236— — — 299,236
Income from operations
Renewable Energy & Conservation19,633 37 — 1,166 20,836
Residential Products17,012 3,415 — — 20,427
Industrial & Infrastructure Products
5,462 285 — — 5,747
Segments income42,107 3,737 — 1,166 47,010 
Unallocated corporate expense(10,687)246 2,708 470 (7,263)
Consolidated income from operations31,420 3,983 2,708 1,636 39,747 
Interest expense17 — — — 17
Other expense84 — — — 84 
Income before income taxes31,319 3,983 2,708 1,636 39,646 
Provision for income taxes6,843 1,030 161 417 8,451
Net income$24,476 $2,953 $2,547 $1,219 $31,195 
Net earnings per share - diluted$0.75 $0.09 $0.08 $0.03 $0.95 
Operating margin
Renewable Energy & Conservation16.8 %— %— %1.0 %17.8 %
Residential Products13.5 %2.7 %— %— %16.2 %
Industrial & Infrastructure Products9.7 %0.5 %— %— %10.2 %
Segments margin14.1 %1.2 %— %0.4 %15.7 %
Consolidated
10.5 %1.3 %0.9 %0.5 %13.3 %






GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
Nine Months Ended 
 
September 30, 2020
As
Reported
In GAAP Statements
Restructuring ChargesSenior Leadership Transition CostsAcquisition Related ItemsGain on Sale of Business
Adjusted Financial Measures
Net Sales
Renewable Energy & Conservation$323,014 $— $— $— $— $323,014 
Residential Products394,609 — — — — 394,609 
Industrial & Infrastructure Products147,831 — — — — 147,831 
Less Inter-Segment Sales(536)— — — — (536)
147,295 — — — — 147,295 
Consolidated sales864,918 — — — — 864,918 
Income from operations
Renewable Energy & Conservation29,082 578 — 2,745 — 32,405 
Residential Products74,143 670 — — — 74,813 
Industrial & Infrastructure Products15,832 564 — — — 16,396 
Segments Income119,057 1,812 — 2,745 — 123,614 
Unallocated corporate expense(25,417)116 2,512 325 — (22,464)
Consolidated income from operations93,640 1,928 2,512 3,070 — 101,150 
Interest expense385 — — — — 385 
Other (income) expense(1,542)— — — 1,881 339 
Income before income taxes94,797 1,928 2,512 3,070 (1,881)100,426 
Provision for income taxes21,686 455 — 725 (469)22,397 
Net income$73,111 $1,473 $2,512 $2,345 $(1,412)$78,029 
Net earnings per share – diluted$2.22 $0.04 $0.08 $0.07 $(0.04)$2.37 
Operating margin
Renewable Energy & Conservation9.0 %0.2 %— %0.8 %— %10.0 %
Residential Products18.8 %0.2 %— %— %— %19.0 %
Industrial & Infrastructure Products10.7 %0.4 %— %— %— %11.1 %
Segments Margin13.8 %0.2 %— %0.3 %— %14.3 %
Consolidated10.8 %0.2 %0.3 %0.4 %— %11.7 %




GIBRALTAR INDUSTRIES, INC.
Reconciliation of Adjusted Financial Measures
(in thousands, except per share data)
(unaudited)
Nine Months Ended 
 
September 30, 2019
As Reported In GAAP Statements
Restructuring ChargesSenior Leadership Transition CostsAcquisition Related ItemsDebt Repayment
Adjusted Financial Measures
Net Sales
Renewable Energy & Conservation$261,612 $— $— $— $— $261,612
Residential Products360,417 — — — — 360,417
Industrial & Infrastructure Products168,096 — — — — 168,096
Less Inter-Segment Sales(817)— — — — (817)
167,279————167,279
Consolidated sales789,308— — — — 789,308
Income from operations
Renewable Energy & Conservation30,914 36 — 1,166 — 32,116
Residential Products49,880 3,785 78 — — 53,743
Industrial & Infrastructure Products
13,660 1,598 — — — 15,258
Segments income94,454 5,419 78 1,166 — 101,117 
Unallocated corporate expense(25,862)919 6,973 474 — (17,496)
Consolidated income from operations68,592 6,338 7,051 1,640 — 83,621 
Interest expense2,297 — — — (1,079)1,218
Other expense
660 — — — — 660 
Income before income taxes65,635 6,338 7,051 1,640 1,079 81,743 
Provision for income taxes14,901 1,616 481 418 269 17,685
Net income$50,734 $4,722 $6,570 $1,222 $810 $64,058 
Net earnings per share - diluted$1.55 $0.15 $0.20 $0.04 $0.02 $1.96 
Operating margin
Renewable Energy & Conservation11.8 %— %— %0.4 %— %12.3 %
Residential Products13.8 %1.1 %— %— %— %14.9 %
Industrial & Infrastructure Products8.2 %1.0 %— %— %— %9.1 %
Segments margin12.0 %0.7 %— %0.1 %— %12.8 %
Consolidated
8.7 %0.8 %0.9 %0.2 %— %10.6 %