rock-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


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

For the quarterly period ended March 31, 2022


☐			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 of incorporation )

(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)

Registrant’s telephone number, including area code: (716) 826-6500

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. (Check one):

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 3, 2022, the number of common shares outstanding was: 32,793,333.

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 2 and 202 1 (unaudited)	3
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31 , 202 2 and 202 1 (unaudited)	4
	Consolidated Balance Sheets as of March 31 , 202 2 (unaudited) and December 31, 202 1	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31 , 202 2 and 202 1 (unaudited)	6
	Consolidated Statement of Stockholders’ Equity for the Three Months Ended March 31 , 202 2 and 202 1 (unaudited)	7
	Notes to Consolidated Financial Statements (unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
	SIGNATURES	32

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,
	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

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,
	2022		2021
Net income	$	15,456	$	12,762
Other comprehensive (loss) income:
Foreign currency translation adjustment	(227)		3,198

Minimum post retirement benefit plan adjustments, net of tax	24		27

Other comprehensive (loss) income	(203)		3,225
Total comprehensive income	$	15,253	$	15,987

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, 2022		December 31, 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

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,
	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)		(

SEC Form 10-Q filed by Gibraltar Industries Inc.