rock-20230331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2023


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 000-22462

GIBRALTAR INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

16-1445150

(State or Other Jurisdiction of Incorporation or Organization)

(I.R.S. 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)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

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. ☐

Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 1, 2023, the number of common shares outstanding was: 30,410,872.

Table of Contents

GIBRALTAR INDUSTRIES, INC.

INDEX


		PAGE NUMBER
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Income for the Three Months Ended March 31 , 202 3 and 202 2 (unaudited)	3
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31 , 202 3 and 202 2 (unaudited)	4
	Consolidated Balance Sheets as of M arch 31 , 202 3 (unaudited) and December 31, 202 2	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 3 and 202 2 (unaudited)	6
	Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31 , 202 3 and 202 2 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	27
	SIGNATURES	28

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except per share data)

(unaudited)


	Three Months Ended March 31,
	2023		2022
Net sales	$	293,267	$	317,865
Cost of sales	216,338		253,021
Gross profit	76,929		64,844
Selling, general, and administrative expense	47,559		43,649

Income from operations	29,370		21,195
Interest expense	1,491		485
Other (income) expense	(397)		153
Income before taxes	28,276		20,557
Provision for income taxes	7,177		5,101





Net income	$	21,099	$	15,456











Net earnings per share:
Basic	$	0.68	$	0.47
Diluted	$	0.68	$	0.47
Weighted average shares outstanding:
Basic	30,897		32,913
Diluted	31,024		33,022

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2023		2022
Net income	$	21,099	$	15,456
Other comprehensive (loss) income:
Foreign currency translation adjustment	(115)		(227)

Minimum post retirement benefit plan adjustments, net of tax	8		24

Other comprehensive loss	(107)		(203)
Total comprehensive income	$	20,992	$	15,253

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)


	March 31, 2023		December 31, 2022
	(unaudited)
Assets
Current assets:
Cash and cash equivalents	$	7,497	$	17,608
Accounts receivable, net of allowance of $4,164 and $3,746, respectively	230,132		217,156
Inventories, net	171,634		170,360
Prepaid expenses and other current assets	19,015		18,813

Total current assets	428,278		423,937
Property, plant, and equipment, net	107,701		109,584
Operating lease assets	24,432		26,502
Goodwill	512,639		512,363
Acquired intangibles	134,735		137,526
Other assets	707		701
	$	1,208,492	$	1,210,613
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	129,661	$	106,582
Accrued expenses	67,103		73,721
Billings in excess of cost	42,929		35,017



Total current liabilities	239,693		215,320
Long-term debt	49,876		88,762
Deferred income taxes	47,030		47,088
Non-current operating lease liabilities	17,488		19,041
Other non-current liabilities	19,018		18,303
Stockholders’ equity:
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding	—		—
Common stock, $0.01 par value; authorized 100,000 shares; 34,148 and 34,060 shares issued and outstanding in 2023 and 2022	341		340
Additional paid-in capital	324,466		322,873
Retained earnings	649,077		627,978
Accumulated other comprehensive loss	(3,539)		(3,432)
Cost of 3,389 and 3,199 common shares held in treasury in 2023 and 2022	(134,958)		(125,660)
Total stockholders’ equity	835,387		822,099
	$	1,208,492	$	1,210,613

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Three Months Ended March 31,
	2023		2022
Cash Flows from Operating Activities
Net income	$	21,099	$	15,456


Adjustments to reconcile net income to net cash provided by (used in) operating activities:

Depreciation and amortization	6,834		6,336
Stock compensation expense	1,594		1,352


Exit activity (recoveries) costs, non-cash	(63)		1,198


(Benefit of) provision for deferred income taxes	(51)		17

Other, net	1,023		1,395

Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	(18,004)		(11,101)
Inventories	(1,586)		(20,937)
Other current assets and other assets	2,536		731
Accounts payable	23,077		(11,962)
Accrued expenses and other non-current liabilities	1,586		9,761


Net cash provided by (used in) operating activities	38,045		(7,754)
Cash Flows from Investing Activities
Acquisitions, net of cash acquired	554		—
Purchases of property, plant, and equipment, net	(2,190)		(4,402)





Net cash used in investing activities	(1,636)		(4,402)
Cash Flows from Financing Activities
Long-term debt payments	(50,000)		(29,000)
Proceeds from long-term debt	11,000		47,500


Purchase of common stock at market prices	(7,509)		(3,461)


Net cash (used in) provided by financing activities	(46,509)		15,039
Effect of exchange rate changes on cash	(11)		(159)
Net (decrease) increase in cash and cash equivalents	(10,111)		2,724
Cash and cash equivalents at beginning of year	17,608		12,849
Cash and cash equivalents at end of period	$	7,497	$	15,573

See accompanying notes to consolidated financial statements.

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GIBRALTAR INDUSTRIES, INC.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)


	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive (Loss) Income		Treasury Stock			Total Stockholders’ Equity
	Shares	Amount								Shares	Amount
Balance at December 31, 2022	34,060	$	340	$	322,873	$	627,978	$	(3,432)	3,199	$	(125,660)	$	822,099
Net income	—	—		—		21,099		—		—	—		21,099
Foreign currency translation adjustment	—	—		—		—		(115)		—	—		(115)
Minimum post retirement benefit plan adjustments, net of taxes of $3	—	—		—		—		8		—	—		8
Stock compensation expense	—

SEC Form 10-Q filed by Gibraltar Industries Inc.