|
|
|
|
|
|
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
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)
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
|
|
|
|
Emerging growth company
|
¨
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net Sales
|
$
|
206,605
|
|
|
$
|
237,671
|
|
Cost of sales
|
157,350
|
|
|
183,521
|
|
||
Gross profit
|
49,255
|
|
|
54,150
|
|
||
Selling, general, and administrative expense
|
39,576
|
|
|
36,389
|
|
||
Income from operations
|
9,679
|
|
|
17,761
|
|
||
Interest expense
|
3,576
|
|
|
3,691
|
|
||
Other expense (income)
|
54
|
|
|
(35
|
)
|
||
Income before taxes
|
6,049
|
|
|
14,105
|
|
||
Provision for income taxes
|
2,053
|
|
|
5,076
|
|
||
Net income
|
$
|
3,996
|
|
|
$
|
9,029
|
|
Net earnings per share:
|
|
|
|
||||
Basic
|
$
|
0.13
|
|
|
$
|
0.29
|
|
Diluted
|
$
|
0.12
|
|
|
$
|
0.28
|
|
Weighted average shares outstanding:
|
|
|
|
||||
Basic
|
31,688
|
|
|
31,423
|
|
||
Diluted
|
32,254
|
|
|
31,790
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net income
|
$
|
3,996
|
|
|
$
|
9,029
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Foreign currency translation adjustment
|
679
|
|
|
3,078
|
|
||
Adjustment to retirement benefit liability, net of tax
|
(3
|
)
|
|
(1
|
)
|
||
Adjustment to post employment health care benefit liability, net of tax
|
29
|
|
|
38
|
|
||
Other comprehensive income
|
705
|
|
|
3,115
|
|
||
Total comprehensive income
|
$
|
4,701
|
|
|
$
|
12,144
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
(unaudited)
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
160,901
|
|
|
$
|
170,177
|
|
Accounts receivable, net
|
128,482
|
|
|
124,072
|
|
||
Inventories
|
86,943
|
|
|
89,612
|
|
||
Other current assets
|
5,957
|
|
|
7,336
|
|
||
Total current assets
|
382,283
|
|
|
391,197
|
|
||
Property, plant, and equipment, net
|
98,691
|
|
|
108,304
|
|
||
Goodwill
|
320,411
|
|
|
304,032
|
|
||
Acquired intangibles
|
112,533
|
|
|
110,790
|
|
||
Other assets
|
4,548
|
|
|
3,922
|
|
||
|
$
|
918,466
|
|
|
$
|
918,245
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
76,894
|
|
|
$
|
69,944
|
|
Accrued expenses
|
66,253
|
|
|
70,392
|
|
||
Billings in excess of cost
|
14,452
|
|
|
11,352
|
|
||
Current maturities of long-term debt
|
400
|
|
|
400
|
|
||
Total current liabilities
|
157,999
|
|
|
152,088
|
|
||
Long-term debt
|
209,433
|
|
|
209,237
|
|
||
Deferred income taxes
|
38,089
|
|
|
38,002
|
|
||
Other non-current liabilities
|
46,640
|
|
|
58,038
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; authorized 50,000 shares; 32,133 shares and 32,085 shares issued and outstanding in 2017 and 2016
|
321
|
|
|
320
|
|
||
Additional paid-in capital
|
265,809
|
|
|
264,418
|
|
||
Retained earnings
|
215,998
|
|
|
211,748
|
|
||
Accumulated other comprehensive loss
|
(7,016
|
)
|
|
(7,721
|
)
|
||
Cost of 552 and 530 common shares held in treasury in 2017 and 2016
|
(8,807
|
)
|
|
(7,885
|
)
|
||
Total shareholders’ equity
|
466,305
|
|
|
460,880
|
|
||
|
$
|
918,466
|
|
|
$
|
918,245
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net income
|
$
|
3,996
|
|
|
$
|
9,029
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
5,480
|
|
|
6,054
|
|
||
Stock compensation expense
|
1,635
|
|
|
1,348
|
|
||
Net loss (gain) on sale of assets
|
12
|
|
|
(189
|
)
|
||
Exit activity (recoveries) costs, non-cash
|
(917
|
)
|
|
910
|
|
||
Other, net
|
240
|
|
|
(220
|
)
|
||
Changes in operating assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
||||
Accounts receivable
|
(4,462
|
)
|
|
14,880
|
|
||
Inventories
|
2,338
|
|
|
117
|
|
||
Other current assets and other assets
|
410
|
|
|
(254
|
)
|
||
Accounts payable
|
5,672
|
|
|
(5,101
|
)
|
||
Accrued expenses and other non-current liabilities
|
(12,061
|
)
|
|
(11,033
|
)
|
||
Net cash provided by operating activities
|
2,343
|
|
|
15,541
|
|
||
Cash Flows from Investing Activities
|
|
|
|
||||
Cash paid for acquisitions, net of cash acquired
|
(18,561
|
)
|
|
(2,314
|
)
|
||
Net proceeds from sale of property and equipment
|
9,233
|
|
|
57
|
|
||
Purchases of property, plant, and equipment
|
(1,453
|
)
|
|
(1,501
|
)
|
||
Other, net
|
—
|
|
|
1,118
|
|
||
Net cash used in investing activities
|
(10,781
|
)
|
|
(2,640
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
||||
Payment of debt issuance costs
|
—
|
|
|
(54
|
)
|
||
Purchase of treasury stock at market prices
|
(922
|
)
|
|
(414
|
)
|
||
Net proceeds from issuance of common stock
|
11
|
|
|
133
|
|
||
Net cash used in financing activities
|
(911
|
)
|
|
(335
|
)
|
||
Effect of exchange rate changes on cash
|
73
|
|
|
1,203
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(9,276
|
)
|
|
13,769
|
|
||
Cash and cash equivalents at beginning of year
|
170,177
|
|
|
68,858
|
|
||
Cash and cash equivalents at end of period
|
$
|
160,901
|
|
|
$
|
82,627
|
|
|
Common Stock
|
|
Additional
Paid-In Capital
|
|
Retained Earnings
|
|
Accumulated
Other
Comprehensive Loss
|
|
Treasury Stock
|
|
Total
Shareholders’ Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at December 31, 2016
|
32,085
|
|
|
$
|
320
|
|
|
$
|
264,418
|
|
|
$
|
211,748
|
|
|
$
|
(7,721
|
)
|
|
530
|
|
|
$
|
(7,885
|
)
|
|
$
|
460,880
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,996
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,996
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
679
|
|
|
—
|
|
|
—
|
|
|
679
|
|
||||||
Adjustment to retirement benefit liability, net of taxes of ($2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||||
Adjustment to post employment health care benefit liability, net of taxes of $19
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
1,635
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,635
|
|
||||||
Cumulative effect of accounting change (see
Note 2
)
|
—
|
|
|
—
|
|
|
(254
|
)
|
|
254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock options exercised
|
1
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Net settlement of restricted stock units
|
47
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
22
|
|
|
(922
|
)
|
|
(922
|
)
|
||||||
Balance at March 31, 2017
|
32,133
|
|
|
$
|
321
|
|
|
$
|
265,809
|
|
|
$
|
215,998
|
|
|
$
|
(7,016
|
)
|
|
552
|
|
|
$
|
(8,807
|
)
|
|
$
|
466,305
|
|
Standard
|
Description
|
Financial Statement Effect or Other Significant Matters
|
ASU No. 2014-09
Revenue from Contracts with Customers (Topic 606)
And All Related ASUs
|
The standard requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires additional disclosures about the nature, amount, timing, and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and assets recognized from costs incurred to obtain or fulfill a contract. The provisions of the standard, as well as all subsequently issued clarifications to the standard, are effective for fiscal years beginning after December 15, 2017 and interim periods within those fiscal years. The standard can be adopted using either a full retrospective or modified retrospective approach.
|
The Company currently believes the most significant impact of this standard upon adoption relates to the revenue recognition for custom fabricated products within the Company's Industrial and Infrastructure Products segment. Under this standard, the Company expects to recognize revenue on an over time basis on
custom fabricated products in the Industrial and Infrastructure Products segment which is a change from our current revenue recognition policy of point-in-time basis. The Company expects revenue recognition related to the remaining Industrial and Infrastructure Products segment, Residential Products segment and Renewable Energy and Conservation segment to remain substantially unchanged upon adoption of this standard. The Company has identified and is in the process of implementing appropriate changes to the Company's business processes, systems and internal controls to support recognition and disclosure under this standard. The transition method to be adopted by the Company is still currently being evaluated. The Company has not yet completed the process of quantifying the effects of any changes that will result from adoption.
Date of adoption: Q1 2018
|
ASU No. 2016-02
Leases (Topic 842)
|
The standard requires lessees to recognize a lease liability and a right-of-use asset on the balance sheet. The provisions of the standard are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted.
|
The Company is currently evaluating the requirements of this standard and has not yet determined its impact on the Company's consolidated financial statements.
Date of adoption: Q1 2019
|
ASU No. 2016-09
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
|
The standard simplifies the accounting for share-based payment award transactions including: income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. The provisions of this standard are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted.
|
The Company has adopted all amendments included in this standard under each required transition method. The Company concluded there were no material changes to prior periods, except for the following: the Company (a) reclassified its prior interim period excess tax benefit for stock compensation of $187,000 on its consolidated statement of cash flows from a financing activity to an operating activity; and (b) recognized a cumulative-effect adjustment of $254,000 as an increase to retained earnings and decrease to additional paid-in capital on the Company's consolidated statement of shareholders' equity as of January 1, 2017 to reflect the change in value for a restricted stock unit liability award as of December 31, 2016, as if the award had been classified as an equity award since its respective grant date.
Date of adoption: Q1 2017
|
ASU No. 2016-15
Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments
|
The standard provides guidance on eight specific cash flow issues to reduce diversity in reporting. The provisions of this standard are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted.
|
The Company is currently evaluating the requirements of this standard and has not yet determined its impact on the Company's consolidated financial statements.
Date of adoption: Q1 2018
|
ASU No. 2016-16
Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory
|
The standard allows an entity to recognize income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The provisions of this standard are effective for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance.
|
The Company is currently evaluating the requirements of this standard and has not yet determined its impact on the Company's consolidated financial statements.
Date of adoption: Q1 2018
|
ASU No. 2017-04
Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment
|
The standard eliminates the "Step 2" analysis to determine the amount of impairment realized when a reporting unit's carrying amount exceeds its fair value in its "Step 1" analysis of accounting for impairment of goodwill. The impairment charge would be the amount determined in "Step 1." The provisions of this standard are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017.
|
The Company has adopted this standard and it did not have any impact on the Company's consolidated financial statements.
Date of Adoption: Q1 2017
|
ASU No. 2017-07
Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost
|
The standard requires an employer to recognize the service cost component of net periodic pension costs and net periodic postretirement benefit costs in the same line item(s) as other compensation costs from services rendered by pertinent employees during the period. Other components of net benefit cost are required to be presented separately from the service cost component and outside a subtotal of income from operations. The provisions of this standard are effective for annual reporting periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted as of the beginning of an annual period for which financial statements (interim or annual) have not been issued or made available for issuance.
|
The Company has adopted this standard and has applied it retrospectively for the presentation of the service cost component, as well as, other components of net periodic pension cost and net periodic postretirement benefit cost in our statement of operations. The adoption decreased selling, general, and administrative expense by $160,000, and comparably increased other expense in our prior interim period statement of operations by the same amount. This guidance did not have any impact on our balance sheet or our statement of cash flows.
Date of Adoption: Q1 2017
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Trade accounts receivable
|
$
|
87,669
|
|
|
$
|
81,193
|
|
Contract receivables:
|
|
|
|
||||
Amounts billed
|
35,551
|
|
|
41,569
|
|
||
Costs in excess of billings
|
10,699
|
|
|
6,582
|
|
||
Total contract receivables
|
46,250
|
|
|
48,151
|
|
||
Total accounts receivable
|
133,919
|
|
|
129,344
|
|
||
Less allowance for doubtful accounts
|
(5,437
|
)
|
|
(5,272
|
)
|
||
Accounts receivable
|
$
|
128,482
|
|
|
$
|
124,072
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Raw material
|
$
|
40,521
|
|
|
$
|
41,758
|
|
Work-in-process
|
12,644
|
|
|
12,268
|
|
||
Finished goods
|
33,778
|
|
|
35,586
|
|
||
Total inventories
|
$
|
86,943
|
|
|
$
|
89,612
|
|
Cash
|
$
|
590
|
|
Working capital deficiency
|
(2,071
|
)
|
|
Property, plant and equipment
|
55
|
|
|
Acquired intangible assets
|
3,600
|
|
|
Other assets
|
8
|
|
|
Goodwill
|
16,710
|
|
|
Fair value of purchase consideration
|
$
|
18,892
|
|
|
Fair Value
|
|
Estimated
Useful Life |
||
Trademarks
|
$
|
600
|
|
|
Indefinite
|
Technology
|
1,300
|
|
|
10 years
|
|
Customer relationships
|
1,700
|
|
|
7 years
|
|
Total
|
$
|
3,600
|
|
|
|
Cash
|
$
|
2,495
|
|
Working capital
|
(1,109
|
)
|
|
Property, plant and equipment
|
4,702
|
|
|
Acquired intangible assets
|
6,200
|
|
|
Other assets
|
23
|
|
|
Goodwill
|
11,451
|
|
|
Fair value of purchase consideration
|
$
|
23,762
|
|
|
Fair Value
|
|
Estimated
Useful Life |
||
Trademarks
|
$
|
3,200
|
|
|
Indefinite
|
Technology
|
1,300
|
|
|
15 years
|
|
Customer relationships
|
800
|
|
|
11 years
|
|
Backlog
|
900
|
|
|
0.25 years
|
|
Total
|
$
|
6,200
|
|
|
|
|
Residential
Products
|
|
Industrial and
Infrastructure
Products
|
|
Renewable Energy & Conservation
|
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
181,285
|
|
|
$
|
53,884
|
|
|
$
|
68,863
|
|
|
$
|
304,032
|
|
Acquired goodwill
|
16,710
|
|
|
—
|
|
|
—
|
|
|
16,710
|
|
||||
Adjustments to prior year acquisitions
|
—
|
|
|
—
|
|
|
(832
|
)
|
|
(832
|
)
|
||||
Foreign currency translation
|
—
|
|
|
46
|
|
|
455
|
|
|
501
|
|
||||
Balance at March 31, 2017
|
$
|
197,995
|
|
|
$
|
53,930
|
|
|
$
|
68,486
|
|
|
$
|
320,411
|
|
|
March 31, 2017
|
|
December 31, 2016
|
|
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Estimated Life
|
||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
45,352
|
|
|
$
|
—
|
|
|
$
|
44,720
|
|
|
$
|
—
|
|
|
Indefinite
|
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
5,815
|
|
|
2,584
|
|
|
5,808
|
|
|
2,427
|
|
|
5 to 15 Years
|
||||
Unpatented technology
|
28,020
|
|
|
10,519
|
|
|
26,720
|
|
|
10,041
|
|
|
5 to 20 Years
|
||||
Customer relationships
|
80,596
|
|
|
35,096
|
|
|
78,569
|
|
|
33,585
|
|
|
5 to 17 Years
|
||||
Non-compete agreements
|
1,649
|
|
|
700
|
|
|
1,649
|
|
|
623
|
|
|
4 to 10 Years
|
||||
Backlog
|
900
|
|
|
900
|
|
|
900
|
|
|
900
|
|
|
0.5 to 2 Years
|
||||
|
116,980
|
|
|
49,799
|
|
|
113,646
|
|
|
47,576
|
|
|
|
||||
Total acquired intangible assets
|
$
|
162,332
|
|
|
$
|
49,799
|
|
|
$
|
158,366
|
|
|
$
|
47,576
|
|
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Amortization expense
|
|
$
|
2,162
|
|
|
$
|
2,181
|
|
2017
|
$6,581
|
2018
|
$8,277
|
2019
|
$7,607
|
2020
|
$7,094
|
2021
|
$6,493
|
2022
|
$6,082
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
Senior Subordinated 6.25% Notes
|
$
|
210,000
|
|
|
$
|
210,000
|
|
Other debt
|
2,800
|
|
|
2,800
|
|
||
Less unamortized debt issuance costs
|
(2,967
|
)
|
|
(3,163
|
)
|
||
Total debt
|
209,833
|
|
|
209,637
|
|
||
Less current maturities
|
400
|
|
|
400
|
|
||
Total long-term debt
|
$
|
209,433
|
|
|
$
|
209,237
|
|
|
|
Three Months Ended
March 31, |
||||||
|
|
2017
|
|
2016
|
||||
Cost of sales
|
|
$
|
262
|
|
|
$
|
217
|
|
|
Foreign Currency Translation Adjustment
|
|
Minimum Pension
Liability Adjustment |
|
Unamortized Post Retirement Health
Care Costs |
|
Total Pre-Tax Amount
|
|
Tax (Benefit) Expense
|
|
Accumulated Other
Comprehensive (Loss) Income |
||||||||||||
Balance at December 31, 2016
|
$
|
(5,848
|
)
|
|
$
|
197
|
|
|
$
|
(3,150
|
)
|
|
$
|
(8,801
|
)
|
|
$
|
(1,080
|
)
|
|
$
|
(7,721
|
)
|
Minimum pension and post retirement health care plan adjustments
|
—
|
|
|
(5
|
)
|
|
48
|
|
|
43
|
|
|
17
|
|
|
26
|
|
||||||
Foreign currency translation adjustment
|
679
|
|
|
—
|
|
|
—
|
|
|
679
|
|
|
—
|
|
|
679
|
|
||||||
Balance at March 31, 2017
|
$
|
(5,169
|
)
|
|
$
|
192
|
|
|
$
|
(3,102
|
)
|
|
$
|
(8,079
|
)
|
|
$
|
(1,063
|
)
|
|
$
|
(7,016
|
)
|
|
2017
|
|
2016
|
||||||||||
Awards
|
Number of
Awards
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Awards
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
Performance stock units
|
98,482
|
|
|
$
|
43.05
|
|
|
—
|
|
|
$
|
—
|
|
Restricted stock units
|
59,112
|
|
|
$
|
43.05
|
|
|
94,489
|
|
|
$
|
20.43
|
|
Options
|
20,000
|
|
|
$
|
43.05
|
|
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Performance stock unit compensation expense
|
$
|
1,737
|
|
|
$
|
825
|
|
|
2017
|
|
2016
|
||||
Restricted stock units credited
|
98,770
|
|
|
179,620
|
|
||
Share-based liabilities paid (in $1000s)
|
$
|
2,353
|
|
|
$
|
1,984
|
|
•
|
Level 1 - Quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 - Observable inputs other than quoted prices in active markets for similar assets and liabilities.
|
•
|
Level 3 - Inputs that are unobservable inputs for the asset or liability.
|
|
2017
|
|
2016
|
||||||||||||||||||||
|
Inventory write-downs &/or asset impairment recoveries
|
|
Exit activity costs
|
|
Total
|
|
Inventory write-downs &/or asset impairment charges
|
|
Exit activity costs
|
|
Total
|
||||||||||||
Residential Products
|
$
|
(21
|
)
|
|
$
|
185
|
|
|
$
|
164
|
|
|
$
|
688
|
|
|
$
|
330
|
|
|
$
|
1,018
|
|
Industrial & Infrastructure Products
|
(896
|
)
|
|
2,656
|
|
|
1,760
|
|
|
222
|
|
|
458
|
|
|
680
|
|
||||||
Renewable Energy & Conservation
|
—
|
|
|
1,050
|
|
|
1,050
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Corporate
|
—
|
|
|
28
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total exit activity costs & asset impairments
|
$
|
(917
|
)
|
|
$
|
3,919
|
|
|
$
|
3,002
|
|
|
$
|
910
|
|
|
$
|
788
|
|
|
$
|
1,698
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cost of sales
|
$
|
994
|
|
|
$
|
1,118
|
|
Selling, general, and administrative expense
|
2,008
|
|
|
580
|
|
||
Net asset impairment and exit activity charges
|
$
|
3,002
|
|
|
$
|
1,698
|
|
|
2017
|
|
2016
|
||||
Balance at January 1
|
$
|
3,744
|
|
|
$
|
603
|
|
Exit activity costs recognized
|
3,919
|
|
|
788
|
|
||
Cash payments
|
(4,617
|
)
|
|
(430
|
)
|
||
Balance at March 31
|
$
|
3,046
|
|
|
$
|
961
|
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Provision for income taxes
|
$
|
2,053
|
|
|
$
|
5,076
|
|
Effective tax rate
|
33.9
|
%
|
|
36.0
|
%
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Numerator:
|
|
|
|
||||
Net income available to common shareholders
|
$
|
3,996
|
|
|
$
|
9,029
|
|
Denominator for basic earnings per share:
|
|
|
|
||||
Weighted average shares outstanding
|
31,688
|
|
|
31,423
|
|
||
Denominator for diluted earnings per share:
|
|
|
|
||||
Weighted average shares outstanding
|
31,688
|
|
|
31,423
|
|
||
Common stock options and restricted stock
|
566
|
|
|
367
|
|
||
Weighted average shares and conversions
|
$
|
32,254
|
|
|
$
|
31,790
|
|
(i)
|
Residential Products, which primarily includes roof and foundation ventilation products, mail and package storage products, rain dispersion products and roofing accessories;
|
(ii)
|
Industrial and Infrastructure Products, which primarily includes expanded and perforated metal, expansion joints and structural bearings; and
|
(iii)
|
Renewable Energy and Conservation, which primarily includes designing, engineering, manufacturing and installation of solar racking systems and greenhouse structures.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net sales:
|
|
|
|
||||
Residential Products
|
$
|
104,551
|
|
|
$
|
100,147
|
|
Industrial and Infrastructure Products
|
50,718
|
|
|
80,017
|
|
||
Less: Intersegment sales
|
(456
|
)
|
|
(367
|
)
|
||
|
50,262
|
|
|
79,650
|
|
||
Renewable Energy and Conservation
|
51,792
|
|
|
57,874
|
|
||
Total consolidated net sales
|
$
|
206,605
|
|
|
$
|
237,671
|
|
|
|
|
|
||||
Income from operations:
|
|
|
|
||||
Residential Products
|
$
|
15,641
|
|
|
$
|
12,231
|
|
Industrial and Infrastructure Products
|
(37
|
)
|
|
3,326
|
|
||
Renewable Energy and Conservation
|
3,340
|
|
|
8,307
|
|
||
Unallocated Corporate Expenses
|
(9,265
|
)
|
|
(6,103
|
)
|
||
Total income from operations
|
$
|
9,679
|
|
|
$
|
17,761
|
|
|
Gibraltar
Industries, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
197,748
|
|
|
$
|
11,242
|
|
|
$
|
(2,385
|
)
|
|
$
|
206,605
|
|
Cost of sales
|
—
|
|
|
150,507
|
|
|
8,982
|
|
|
(2,139
|
)
|
|
157,350
|
|
|||||
Gross profit
|
—
|
|
|
47,241
|
|
|
2,260
|
|
|
(246
|
)
|
|
49,255
|
|
|||||
Selling, general, and administrative expense
|
43
|
|
|
36,506
|
|
|
3,027
|
|
|
—
|
|
|
39,576
|
|
|||||
(Loss) income from operations
|
(43
|
)
|
|
10,735
|
|
|
(767
|
)
|
|
(246
|
)
|
|
9,679
|
|
|||||
Interest expense (income)
|
3,402
|
|
|
192
|
|
|
(18
|
)
|
|
—
|
|
|
3,576
|
|
|||||
Other expense (income)
|
—
|
|
|
130
|
|
|
(76
|
)
|
|
—
|
|
|
54
|
|
|||||
(Loss) income before taxes
|
(3,445
|
)
|
|
10,413
|
|
|
(673
|
)
|
|
(246
|
)
|
|
6,049
|
|
|||||
(Benefit of) provision for income taxes
|
(1,344
|
)
|
|
3,378
|
|
|
19
|
|
|
—
|
|
|
2,053
|
|
|||||
Equity in earnings from subsidiaries
|
6,343
|
|
|
(692
|
)
|
|
—
|
|
|
(5,651
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
4,242
|
|
|
$
|
6,343
|
|
|
$
|
(692
|
)
|
|
$
|
(5,897
|
)
|
|
$
|
3,996
|
|
|
Gibraltar
Industries, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
215,213
|
|
|
$
|
27,293
|
|
|
$
|
(4,835
|
)
|
|
$
|
237,671
|
|
Cost of sales
|
—
|
|
|
165,439
|
|
|
22,640
|
|
|
(4,558
|
)
|
|
183,521
|
|
|||||
Gross profit
|
—
|
|
|
49,774
|
|
|
4,653
|
|
|
(277
|
)
|
|
54,150
|
|
|||||
Selling, general, and administrative expense
|
40
|
|
|
31,911
|
|
|
4,438
|
|
|
—
|
|
|
36,389
|
|
|||||
(Loss) income from operations
|
(40
|
)
|
|
17,863
|
|
|
215
|
|
|
(277
|
)
|
|
17,761
|
|
|||||
Interest expense (income)
|
3,403
|
|
|
310
|
|
|
(22
|
)
|
|
—
|
|
|
3,691
|
|
|||||
Other (income) expense
|
(46
|
)
|
|
216
|
|
|
(205
|
)
|
|
—
|
|
|
(35
|
)
|
|||||
(Loss) income before taxes
|
(3,397
|
)
|
|
17,337
|
|
|
442
|
|
|
(277
|
)
|
|
14,105
|
|
|||||
(Benefit of) provision for income taxes
|
(1,207
|
)
|
|
6,092
|
|
|
191
|
|
|
—
|
|
|
5,076
|
|
|||||
Equity in earnings from subsidiaries
|
11,496
|
|
|
251
|
|
|
—
|
|
|
(11,747
|
)
|
|
—
|
|
|||||
Net income
|
$
|
9,306
|
|
|
$
|
11,496
|
|
|
$
|
251
|
|
|
$
|
(12,024
|
)
|
|
$
|
9,029
|
|
|
Gibraltar
Industries, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net income (loss)
|
$
|
4,242
|
|
|
$
|
6,343
|
|
|
$
|
(692
|
)
|
|
$
|
(5,897
|
)
|
|
$
|
3,996
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
679
|
|
|
—
|
|
|
679
|
|
|||||
Adjustment to retirement benefit liability, net of tax
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||||
Adjustment to post employment health care benefit liability, net of tax
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Other comprehensive income
|
—
|
|
|
26
|
|
|
679
|
|
|
—
|
|
|
705
|
|
|||||
Total comprehensive income (loss)
|
$
|
4,242
|
|
|
$
|
6,369
|
|
|
$
|
(13
|
)
|
|
$
|
(5,897
|
)
|
|
$
|
4,701
|
|
|
Gibraltar
Industries, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net income
|
$
|
9,306
|
|
|
$
|
11,496
|
|
|
$
|
251
|
|
|
$
|
(12,024
|
)
|
|
$
|
9,029
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
3,078
|
|
|
—
|
|
|
3,078
|
|
|||||
Adjustment to retirement benefit liability, net of tax
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Adjustment to post employment health care benefit liability, net of tax
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||
Other comprehensive income
|
—
|
|
|
37
|
|
|
3,078
|
|
|
—
|
|
|
3,115
|
|
|||||
Total comprehensive income (loss)
|
$
|
9,306
|
|
|
$
|
11,533
|
|
|
$
|
3,329
|
|
|
$
|
(12,024
|
)
|
|
$
|
12,144
|
|
|
Gibraltar
Industries, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
138,763
|
|
|
$
|
22,138
|
|
|
$
|
—
|
|
|
$
|
160,901
|
|
Accounts receivable, net
|
—
|
|
|
121,615
|
|
|
6,867
|
|
|
—
|
|
|
128,482
|
|
|||||
Intercompany balances
|
(11,508
|
)
|
|
15,414
|
|
|
(3,906
|
)
|
|
—
|
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
82,288
|
|
|
4,655
|
|
|
—
|
|
|
86,943
|
|
|||||
Other current assets
|
1,424
|
|
|
1,262
|
|
|
3,271
|
|
|
—
|
|
|
5,957
|
|
|||||
Total current assets
|
(10,084
|
)
|
|
359,342
|
|
|
33,025
|
|
|
—
|
|
|
382,283
|
|
|||||
Property, plant, and equipment, net
|
—
|
|
|
95,183
|
|
|
3,508
|
|
|
—
|
|
|
98,691
|
|
|||||
Goodwill
|
—
|
|
|
298,179
|
|
|
22,232
|
|
|
—
|
|
|
320,411
|
|
|||||
Acquired intangibles
|
—
|
|
|
103,223
|
|
|
9,310
|
|
|
—
|
|
|
112,533
|
|
|||||
Other assets
|
—
|
|
|
4,548
|
|
|
—
|
|
|
—
|
|
|
4,548
|
|
|||||
Investment in subsidiaries
|
688,635
|
|
|
58,481
|
|
|
—
|
|
|
(747,116
|
)
|
|
—
|
|
|||||
|
$
|
678,551
|
|
|
$
|
918,956
|
|
|
$
|
68,075
|
|
|
$
|
(747,116
|
)
|
|
$
|
918,466
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
73,838
|
|
|
$
|
3,056
|
|
|
$
|
—
|
|
|
$
|
76,894
|
|
Accrued expenses
|
4,088
|
|
|
60,307
|
|
|
1,858
|
|
|
—
|
|
|
66,253
|
|
|||||
Billings in excess of cost
|
—
|
|
|
12,491
|
|
|
1,961
|
|
|
|
|
14,452
|
|
||||||
Current maturities of long-term debt
|
—
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|||||
Total current liabilities
|
4,088
|
|
|
147,036
|
|
|
6,875
|
|
|
—
|
|
|
157,999
|
|
|||||
Long-term debt
|
208,158
|
|
|
1,275
|
|
|
—
|
|
|
—
|
|
|
209,433
|
|
|||||
Deferred income taxes
|
—
|
|
|
35,370
|
|
|
2,719
|
|
|
—
|
|
|
38,089
|
|
|||||
Other non-current liabilities
|
—
|
|
|
46,640
|
|
|
—
|
|
|
—
|
|
|
46,640
|
|
|||||
Shareholders’ equity
|
466,305
|
|
|
688,635
|
|
|
58,481
|
|
|
(747,116
|
)
|
|
466,305
|
|
|||||
|
$
|
678,551
|
|
|
$
|
918,956
|
|
|
$
|
68,075
|
|
|
$
|
(747,116
|
)
|
|
$
|
918,466
|
|
|
Gibraltar
Industries, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
143,826
|
|
|
$
|
26,351
|
|
|
$
|
—
|
|
|
$
|
170,177
|
|
Accounts receivable, net
|
—
|
|
|
117,526
|
|
|
6,546
|
|
|
—
|
|
|
124,072
|
|
|||||
Intercompany balances
|
(615
|
)
|
|
6,152
|
|
|
(5,537
|
)
|
|
—
|
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
85,483
|
|
|
4,129
|
|
|
—
|
|
|
89,612
|
|
|||||
Other current assets
|
13,783
|
|
|
(10,070
|
)
|
|
3,623
|
|
|
—
|
|
|
7,336
|
|
|||||
Total current assets
|
13,168
|
|
|
342,917
|
|
|
35,112
|
|
|
—
|
|
|
391,197
|
|
|||||
Property, plant, and equipment, net
|
—
|
|
|
104,642
|
|
|
3,662
|
|
|
—
|
|
|
108,304
|
|
|||||
Goodwill
|
—
|
|
|
282,300
|
|
|
21,732
|
|
|
—
|
|
|
304,032
|
|
|||||
Acquired intangibles
|
—
|
|
|
101,520
|
|
|
9,270
|
|
|
—
|
|
|
110,790
|
|
|||||
Other assets
|
—
|
|
|
3,922
|
|
|
—
|
|
|
—
|
|
|
3,922
|
|
|||||
Investment in subsidiaries
|
663,118
|
|
|
58,477
|
|
|
—
|
|
|
(721,595
|
)
|
|
—
|
|
|||||
|
$
|
676,286
|
|
|
$
|
893,778
|
|
|
$
|
69,776
|
|
|
$
|
(721,595
|
)
|
|
$
|
918,245
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
66,363
|
|
|
$
|
3,581
|
|
|
$
|
—
|
|
|
$
|
69,944
|
|
Accrued expenses
|
7,369
|
|
|
60,004
|
|
|
3,019
|
|
|
—
|
|
|
70,392
|
|
|||||
Billings in excess of cost
|
—
|
|
|
9,301
|
|
|
2,051
|
|
|
—
|
|
|
11,352
|
|
|||||
Current maturities of long-term debt
|
—
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|||||
Total current liabilities
|
7,369
|
|
|
136,068
|
|
|
8,651
|
|
|
—
|
|
|
152,088
|
|
|||||
Long-term debt
|
208,037
|
|
|
1,200
|
|
|
—
|
|
|
—
|
|
|
209,237
|
|
|||||
Deferred income taxes
|
—
|
|
|
35,354
|
|
|
2,648
|
|
|
—
|
|
|
38,002
|
|
|||||
Other non-current liabilities
|
—
|
|
|
58,038
|
|
|
—
|
|
|
—
|
|
|
58,038
|
|
|||||
Shareholders’ equity
|
460,880
|
|
|
663,118
|
|
|
58,477
|
|
|
(721,595
|
)
|
|
460,880
|
|
|||||
|
$
|
676,286
|
|
|
$
|
893,778
|
|
|
$
|
69,776
|
|
|
$
|
(721,595
|
)
|
|
$
|
918,245
|
|
|
Gibraltar
Industries, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(6,605
|
)
|
|
$
|
12,141
|
|
|
$
|
(3,193
|
)
|
|
$
|
—
|
|
|
$
|
2,343
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions
|
—
|
|
|
(18,561
|
)
|
|
—
|
|
|
—
|
|
|
(18,561
|
)
|
|||||
Net proceeds from sale of property and equipment
|
—
|
|
|
9,081
|
|
|
152
|
|
|
—
|
|
|
9,233
|
|
|||||
Purchases of property, plant, and equipment
|
—
|
|
|
(1,326
|
)
|
|
(127
|
)
|
|
—
|
|
|
(1,453
|
)
|
|||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(10,806
|
)
|
|
25
|
|
|
—
|
|
|
(10,781
|
)
|
|||||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchase of treasury stock at market prices
|
(922
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(922
|
)
|
|||||
Net proceeds from issuance of common stock
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Intercompany financing
|
7,516
|
|
|
(6,398
|
)
|
|
(1,118
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
6,605
|
|
|
(6,398
|
)
|
|
(1,118
|
)
|
|
—
|
|
|
(911
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
73
|
|
|
—
|
|
|
73
|
|
|||||
Net decrease in cash and cash equivalents
|
—
|
|
|
(5,063
|
)
|
|
(4,213
|
)
|
|
—
|
|
|
(9,276
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
143,826
|
|
|
26,351
|
|
|
—
|
|
|
170,177
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
138,763
|
|
|
$
|
22,138
|
|
|
$
|
—
|
|
|
$
|
160,901
|
|
|
Gibraltar
Industries, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(6,371
|
)
|
|
$
|
23,251
|
|
|
$
|
(1,339
|
)
|
|
$
|
—
|
|
|
$
|
15,541
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for acquisitions
|
—
|
|
|
(2,314
|
)
|
|
—
|
|
|
—
|
|
|
(2,314
|
)
|
|||||
Net proceeds from sale of property and equipment
|
—
|
|
|
57
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||
Purchases of property, plant, and equipment
|
—
|
|
|
(1,356
|
)
|
|
(145
|
)
|
|
—
|
|
|
(1,501
|
)
|
|||||
Other, net
|
—
|
|
|
1,118
|
|
|
—
|
|
|
—
|
|
|
1,118
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(2,495
|
)
|
|
(145
|
)
|
|
—
|
|
|
(2,640
|
)
|
|||||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Payment of debt issuance costs
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||||
Purchase of treasury stock at market prices
|
(414
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(414
|
)
|
|||||
Net proceeds from issuance of common stock
|
133
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
133
|
|
|||||
Intercompany financing
|
6,652
|
|
|
(7,144
|
)
|
|
492
|
|
|
—
|
|
|
—
|
|
|||||
Net cash provided by (used in) financing activities
|
6,371
|
|
|
(7,198
|
)
|
|
492
|
|
|
—
|
|
|
(335
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
1,203
|
|
|
—
|
|
|
1,203
|
|
|||||
Net increase in cash and cash equivalents
|
—
|
|
|
13,558
|
|
|
211
|
|
|
—
|
|
|
13,769
|
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
39,597
|
|
|
29,261
|
|
|
—
|
|
|
68,858
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
—
|
|
|
$
|
53,155
|
|
|
$
|
29,472
|
|
|
$
|
—
|
|
|
$
|
82,627
|
|
•
|
Residential Products;
|
•
|
Industrial and Infrastructure Products; and
|
•
|
Renewable Energy and Conservation.
|
|
2017
|
|
2016
|
||||||||||
Net sales
|
$
|
206,605
|
|
|
100.0
|
%
|
|
$
|
237,671
|
|
|
100.0
|
%
|
Cost of sales
|
157,350
|
|
|
76.2
|
%
|
|
183,521
|
|
|
77.2
|
%
|
||
Gross profit
|
49,255
|
|
|
23.8
|
%
|
|
54,150
|
|
|
22.8
|
%
|
||
Selling, general, and administrative expense
|
39,576
|
|
|
19.1
|
%
|
|
36,389
|
|
|
15.3
|
%
|
||
Income from operations
|
9,679
|
|
|
4.7
|
%
|
|
17,761
|
|
|
7.5
|
%
|
||
Interest expense
|
3,576
|
|
|
1.8
|
%
|
|
3,691
|
|
|
1.6
|
%
|
||
Other expense (income)
|
54
|
|
|
0.0
|
%
|
|
(35
|
)
|
|
0.0
|
%
|
||
Income before taxes
|
6,049
|
|
|
2.9
|
%
|
|
14,105
|
|
|
5.9
|
%
|
||
Provision for income taxes
|
2,053
|
|
|
1.0
|
%
|
|
5,076
|
|
|
2.1
|
%
|
||
Net income
|
$
|
3,996
|
|
|
1.9
|
%
|
|
$
|
9,029
|
|
|
3.8
|
%
|
|
|
|
|
|
|
|
Change due to
|
||||||||||||||||
|
2017
|
|
2016
|
|
Total
Change
|
|
Divestitures
|
|
Acquisitions
|
|
Operations
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential Products
|
$
|
104,551
|
|
|
$
|
100,147
|
|
|
$
|
4,404
|
|
|
$
|
—
|
|
|
$
|
576
|
|
|
$
|
3,828
|
|
Industrial and Infrastructure Products
|
50,718
|
|
|
80,017
|
|
|
(29,299
|
)
|
|
(27,104
|
)
|
|
—
|
|
|
(2,195
|
)
|
||||||
Less: Intersegment sales
|
(456
|
)
|
|
(367
|
)
|
|
(89
|
)
|
|
—
|
|
|
—
|
|
|
(89
|
)
|
||||||
|
50,262
|
|
|
79,650
|
|
|
(29,388
|
)
|
|
(27,104
|
)
|
|
—
|
|
|
(2,284
|
)
|
||||||
Renewable Energy and Conservation
|
51,792
|
|
|
57,874
|
|
|
(6,082
|
)
|
|
(1,400
|
)
|
|
4,308
|
|
|
(8,990
|
)
|
||||||
Consolidated
|
$
|
206,605
|
|
|
$
|
237,671
|
|
|
$
|
(31,066
|
)
|
|
$
|
(28,504
|
)
|
|
$
|
4,884
|
|
|
$
|
(7,446
|
)
|
|
2017
|
|
2016
|
|
Total
Change
|
||||||||||||
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
||||||||
Residential Products
|
$
|
15,641
|
|
|
15.0
|
%
|
|
$
|
12,231
|
|
|
12.2
|
%
|
|
$
|
3,410
|
|
Industrial and Infrastructure Products
|
(37
|
)
|
|
(0.1
|
)%
|
|
3,326
|
|
|
4.2
|
%
|
|
(3,363
|
)
|
|||
Renewable Energy and Conservation
|
3,340
|
|
|
6.4
|
%
|
|
8,307
|
|
|
14.4
|
%
|
|
(4,967
|
)
|
|||
Unallocated Corporate Expenses
|
(9,265
|
)
|
|
(4.5
|
)%
|
|
(6,103
|
)
|
|
(2.6
|
)%
|
|
(3,162
|
)
|
|||
Consolidated income from operations
|
$
|
9,679
|
|
|
4.7
|
%
|
|
$
|
17,761
|
|
|
7.5
|
%
|
|
$
|
(8,082
|
)
|
|
2017
|
|
2016
|
||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities of continuing operations
|
$
|
2,343
|
|
|
$
|
15,541
|
|
Investing activities of continuing operations
|
(10,781
|
)
|
|
(2,640
|
)
|
||
Financing activities of continuing operations
|
(911
|
)
|
|
(335
|
)
|
||
Effect of exchange rate changes
|
73
|
|
|
1,203
|
|
||
Net (decrease) increase in cash and cash equivalents
|
$
|
(9,276
|
)
|
|
$
|
13,769
|
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Changes in Internal Control over Financial Reporting
|
a.
|
10.1
|
Consulting Agreement, dated May 4, 2017, between Gibraltar Industries, Inc. and Kenneth W. Smith
|
b.
|
10.2
|
Change in Control Agreement, dated May 4, 2017, between Gibraltar Industries, Inc. and Timothy F. Murphy
|
c.
|
31.1
|
Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
|
d.
|
31.2
|
Certification of Senior Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
|
e.
|
32.1
|
Certification of the President and Chief Executive Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
|
f.
|
32.2
|
Certification of the Senior Vice President and Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
|
g.
|
101.INS
|
XBRL Instance Document *
|
h.
|
101.SCH
|
XBRL Taxonomy Extension Schema Document *
|
i.
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document *
|
j.
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document *
|
k.
|
101.PRA
|
XBRL Taxonomy Extension Presentation Linkbase Document *
|
l.
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document *
|
*
|
Submitted electronically with this Quarterly Report on Form 10-Q.
|
/s/ Frank G. Heard
|
Frank G. Heard
|
President and Chief Executive Officer
|
/s/ Timothy F. Murphy
|
Timothy F. Murphy
|
Senior Vice President and
Chief Financial Officer
|
1.
|
I have reviewed this report on Form 10-Q of Gibraltar Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) or 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 5, 2017
|
|
/s/ Frank G. Heard
|
|
|
|
Frank G. Heard
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-Q of Gibraltar Industries, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) or 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) or 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
May 5, 2017
|
|
/s/ Timothy F. Murphy
|
|
|
|
Timothy F. Murphy
|
|
|
|
Senior Vice President and
Chief Financial Officer |
/s/ Frank G. Heard
|
Frank G. Heard
|
President and Chief Executive Officer
|
|
May 5, 2017
|
/s/ Timothy F. Murphy
|
Timothy F. Murphy
|
Senior Vice President and Chief Financial Officer
|
|
May 5, 2017
|