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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Gibraltar Industries Inc | NASDAQ:ROCK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.00 | 1.37% | 73.76 | 73.58 | 73.74 | 73.76 | 72.19 | 72.76 | 69,760 | 19:35:54 |
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934
|
|
For the fiscal year ended December 31, 2016
|
|
OR
|
¨
|
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 0-22462
|
Delaware
|
|
16-1445150
|
(State or other jurisdiction of incorporation 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)
|
Registrant’s telephone number, including area code: (716) 826-6500
|
||
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
|
NASDAQ Global Select Market
|
Large accelerated filer
|
x
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
¨
|
|
|
|
|
|
Page
Number
|
|
||
|
|
|
Item 1
|
||
Item 1A
|
||
Item 1B
|
||
Item 2
|
||
Item 3
|
||
Item 4
|
||
Item 5
|
||
Item 6
|
||
Item 7
|
||
Item 7A
|
||
Item 8
|
||
Item 9
|
||
Item 9A
|
||
Item 10
|
||
Item 11
|
||
Item 12
|
||
Item 13
|
||
Item 14
|
||
Item 15
|
Item 1.
|
Business
|
•
|
Residential Products;
|
•
|
Industrial and Infrastructure Products; and
|
•
|
Renewable Energy and Conservation.
|
Product
|
|
Applications
|
|
|
|
End Market
|
|
|
|
|
|
|
|
Roof and foundation ventilation products
|
|
Ventilation and whole-house air flow
|
|
|
|
Residential: new construction and repair and remodeling
|
|
|
|
|
|
||
Postal and parcel storage (single and cluster)
|
|
Secure storage for mail and package deliveries
|
|
|
||
|
|
|
|
|
||
Rain dispersion, trims and flashings, other accessories
|
|
Water protection; sun protection
|
|
|
Product
|
|
Applications
|
|
End Market
|
Fabricated expanded metal and perforated metal products
|
|
Perimeter security barriers; walkways / catwalks; filtration; architectural facades
|
|
Industrial and commercial construction, automotive, energy and power generation
|
|
|
|
||
Structural bearings, expansion joints and pavement sealant for bridges and roadways
|
|
Preserve functionality under varying weight, wind, heat and seismic conditions
|
|
Bridge and elevated highway construction, airport pavements
|
Product
|
|
Applications
|
|
End Users
|
Solar racking systems: design, manufacture and installation
|
|
Ground mounts; roof mounts; canopies for carports
|
|
Solar developers; power companies; solar energy EPC contractors
|
|
|
|
|
|
Greenhouses: design, manufacture and installation
|
|
Retail, commercial, institutional and conservatories
|
|
Retail garden centers; conservatories and botanical gardens; commercial growers; public and private agricultural research; car washes
|
Item 1A.
|
Risk Factors
|
•
|
Our interest expense could increase if interest rates increase because the loans under our Senior Credit Agreement bear interest at a floating rate. Depending on interest rates and debt maturities, a substantial portion of our cash flow from operations could be dedicated to paying principal, premium, if any, and interest on our indebtedness, thereby reducing funds available for our acquisition strategy and capital expenditures or to dispose of material assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness;
|
•
|
Our significant amount of debt could make us more vulnerable to changes in economic conditions and increases in prevailing interest rates;
|
•
|
Our ability to obtain additional debt or equity financing for working capital, capital expenditures, product development, debt service requirements, acquisitions, and general corporate or other purposes may be limited;
|
•
|
Our indebtedness may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors which have less debt; and
|
•
|
Any increase in the amount of debt we have outstanding increases the risk of non-compliance with some of the covenants in our debt agreements which require us to maintain specific financial ratios.
|
•
|
incur additional indebtedness and guarantee indebtedness;
|
•
|
pay dividends or make other distributions or repurchase or redeem our capital stock;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
issue certain preferred stock or similar equity securities;
|
•
|
make loans and investments;
|
•
|
sell assets;
|
•
|
incur liens;
|
•
|
enter into transactions with affiliates; and
|
•
|
enter into agreements restricting our subsidiaries’ ability to pay dividends.
|
Item 1B.
|
Unresolved Staff Comments
|
Item 2.
|
Properties
|
Item 3.
|
Legal Proceedings
|
Item 4.
|
Mine Safety Disclosures
|
Item 5.
|
Market for Common Equity and Related Stockholder Matters
|
|
2016
|
|
2015
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
Fourth Quarter
|
$
|
47.85
|
|
|
$
|
34.65
|
|
|
$
|
27.31
|
|
|
$
|
18.30
|
|
Third Quarter
|
$
|
39.28
|
|
|
$
|
31.92
|
|
|
$
|
20.90
|
|
|
$
|
16.00
|
|
Second Quarter
|
$
|
32.10
|
|
|
$
|
25.12
|
|
|
$
|
20.96
|
|
|
$
|
16.03
|
|
First Quarter
|
$
|
28.60
|
|
|
$
|
18.78
|
|
|
$
|
16.87
|
|
|
$
|
13.76
|
|
Plan Category
|
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options
|
|
Weighted-
Average
Exercise Price
of Outstanding
Options
|
|
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation
Plans (1)
|
||||
Equity Compensation Plans Approved by Security Holders
|
277,224
|
|
|
$
|
14.95
|
|
|
635,248
|
|
1
|
Consists of the Gibraltar Industries, Inc. 2016 Stock Plan for Non-Employee Directors and the 2015 Equity Incentive Plan (the Plan). Note 12 of the Company’s audited consolidated financial statements included in Item 8 of this Annual Report on Form 10-K provides additional information regarding the Plan and securities issuable upon exercise of options. All currently effective equity compensation plans have been approved by the Company’s shareholders.
|
Item 6.
|
Selected Financial Data
|
|
Years Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Net sales
|
$
|
1,007,981
|
|
|
$
|
1,040,873
|
|
|
$
|
862,087
|
|
|
$
|
827,567
|
|
|
$
|
790,058
|
|
Intangible asset impairment
|
$
|
10,175
|
|
|
$
|
4,863
|
|
|
$
|
107,970
|
|
|
$
|
23,160
|
|
|
$
|
4,628
|
|
Income (loss) from operations
|
$
|
72,964
|
|
|
$
|
48,085
|
|
|
$
|
(70,417
|
)
|
|
$
|
21,480
|
|
|
$
|
40,261
|
|
Interest expense
|
$
|
14,577
|
|
|
$
|
15,003
|
|
|
$
|
14,421
|
|
|
$
|
22,489
|
|
|
$
|
18,582
|
|
Income (loss) before taxes
|
$
|
49,983
|
|
|
$
|
37,100
|
|
|
$
|
(84,750
|
)
|
|
$
|
(832
|
)
|
|
$
|
22,167
|
|
Provision for (benefit of) income taxes
|
$
|
16,264
|
|
|
$
|
13,624
|
|
|
$
|
(2,958
|
)
|
|
$
|
4,797
|
|
|
$
|
9,517
|
|
Income (loss) from continuing operations
|
$
|
33,719
|
|
|
$
|
23,476
|
|
|
$
|
(81,792
|
)
|
|
$
|
(5,629
|
)
|
|
$
|
12,650
|
|
Income (loss) from continuing operations per share – Basic
|
$
|
1.07
|
|
|
$
|
0.75
|
|
|
$
|
(2.63
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
0.41
|
|
Weighted average shares outstanding – Basic
|
31,536
|
|
|
31,233
|
|
|
31,066
|
|
|
30,930
|
|
|
30,752
|
|
|||||
Income (loss) from continuing operations per share – Diluted
|
$
|
1.05
|
|
|
$
|
0.74
|
|
|
$
|
(2.63
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
0.41
|
|
Weighted average shares outstanding – Diluted
|
32,069
|
|
|
31,545
|
|
|
31,066
|
|
|
30,930
|
|
|
30,857
|
|
|||||
Current assets
|
$
|
391,197
|
|
|
$
|
351,422
|
|
|
$
|
360,431
|
|
|
$
|
322,400
|
|
|
$
|
267,238
|
|
Current liabilities
|
$
|
152,088
|
|
|
$
|
185,395
|
|
|
$
|
134,085
|
|
|
$
|
119,913
|
|
|
$
|
117,585
|
|
Total assets
|
$
|
918,245
|
|
|
$
|
889,772
|
|
|
$
|
810,471
|
|
|
$
|
889,571
|
|
|
$
|
879,846
|
|
Total debt
|
$
|
209,637
|
|
|
$
|
209,282
|
|
|
$
|
209,911
|
|
|
$
|
209,416
|
|
|
$
|
203,975
|
|
Total shareholders’ equity
|
$
|
460,880
|
|
|
$
|
410,086
|
|
|
$
|
387,229
|
|
|
$
|
471,749
|
|
|
$
|
476,822
|
|
Capital expenditures
|
$
|
10,779
|
|
|
$
|
12,373
|
|
|
$
|
23,291
|
|
|
$
|
14,940
|
|
|
$
|
11,351
|
|
Depreciation
|
$
|
14,477
|
|
|
$
|
17,869
|
|
|
$
|
19,712
|
|
|
$
|
20,478
|
|
|
$
|
19,673
|
|
Amortization
|
$
|
9,637
|
|
|
$
|
12,679
|
|
|
$
|
5,720
|
|
|
$
|
6,572
|
|
|
$
|
6,671
|
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
•
|
Residential Products;
|
•
|
Industrial and Infrastructure Products; and
|
•
|
Renewable Energy and Conservation
|
|
2016
|
|
2015
|
||||||||||
Net sales
|
$
|
1,007,981
|
|
|
100.0
|
%
|
|
$
|
1,040,873
|
|
|
100.0
|
%
|
Cost of sales
|
763,219
|
|
|
75.7
|
%
|
|
853,897
|
|
|
82.0
|
%
|
||
Gross profit
|
244,762
|
|
|
24.3
|
%
|
|
186,976
|
|
|
18.0
|
%
|
||
Selling, general, and administrative expense
|
161,623
|
|
|
16.1
|
%
|
|
134,028
|
|
|
12.9
|
%
|
||
Intangible asset impairment
|
10,175
|
|
|
1.0
|
%
|
|
4,863
|
|
|
0.5
|
%
|
||
Income from operations
|
72,964
|
|
|
7.2
|
%
|
|
48,085
|
|
|
4.6
|
%
|
||
Interest expense
|
14,577
|
|
|
1.4
|
%
|
|
15,003
|
|
|
1.4
|
%
|
||
Other expense (income)
|
8,404
|
|
|
0.8
|
%
|
|
(4,018
|
)
|
|
(0.4
|
)%
|
||
Income before taxes
|
49,983
|
|
|
5.0
|
%
|
|
37,100
|
|
|
3.6
|
%
|
||
Provision for income taxes
|
16,264
|
|
|
1.7
|
%
|
|
13,624
|
|
|
1.3
|
%
|
||
Income from continuing operations
|
33,719
|
|
|
3.3
|
%
|
|
23,476
|
|
|
2.3
|
%
|
||
Loss from discontinued operations
|
(44
|
)
|
|
—
|
%
|
|
(28
|
)
|
|
—
|
%
|
||
Net income
|
$
|
33,675
|
|
|
3.3
|
%
|
|
$
|
23,448
|
|
|
2.3
|
%
|
|
|
Change due to
|
|||||||||||||||||||||
|
2016
|
|
2015
|
|
Total
Change
|
|
Foreign Currency
|
|
Acquisition/(Divestiture)
|
|
Operations
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Residential Products
|
$
|
430,938
|
|
|
$
|
475,653
|
|
|
$
|
(44,715
|
)
|
|
$
|
8,087
|
|
|
$
|
—
|
|
|
$
|
(52,802
|
)
|
Industrial and Infrastructure Products
|
296,513
|
|
|
378,224
|
|
|
(81,711
|
)
|
|
(1,790
|
)
|
|
(26,339
|
)
|
|
(53,582
|
)
|
||||||
Less Inter-Segment Sales
|
(1,495
|
)
|
|
(1,536
|
)
|
|
41
|
|
|
—
|
|
|
—
|
|
|
41
|
|
||||||
|
295,018
|
|
|
376,688
|
|
|
(81,670
|
)
|
|
(1,790
|
)
|
|
(26,339
|
)
|
|
(53,541
|
)
|
||||||
Renewable Energy and Conservation
|
282,025
|
|
|
188,532
|
|
|
93,493
|
|
|
—
|
|
|
107,438
|
|
|
(13,945
|
)
|
||||||
Consolidated
|
$
|
1,007,981
|
|
|
$
|
1,040,873
|
|
|
$
|
(32,892
|
)
|
|
$
|
6,297
|
|
|
$
|
81,099
|
|
|
$
|
(120,288
|
)
|
|
|
|
|
|
|
|
|
|
Change Due To
|
||||||||||||||||||
|
2016
|
|
2015
|
|
Total
Change
|
|
Intangible
Impairment
|
|
Foreign Currency
|
|
Operations
|
||||||||||||||||
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential Products
|
$
|
65,241
|
|
15.1
|
%
|
|
$
|
46,804
|
|
9.8
|
%
|
|
$
|
18,437
|
|
|
$
|
440
|
|
|
$
|
8,087
|
|
|
$
|
9,910
|
|
Industrial and Infrastructure Products
|
1,306
|
|
0.4
|
%
|
|
15,581
|
|
4.1
|
%
|
|
(14,275
|
)
|
|
(3,557
|
)
|
|
(400
|
)
|
|
(10,318
|
)
|
||||||
Renewable Energy and Conservation
|
43,214
|
|
15.3
|
%
|
|
12,659
|
|
6.7
|
%
|
|
30,555
|
|
|
(2,195
|
)
|
|
—
|
|
|
32,750
|
|
||||||
Unallocated Corporate Expenses
|
(36,797
|
)
|
(3.7
|
)%
|
|
(26,959
|
)
|
(2.6
|
)%
|
|
(9,838
|
)
|
|
—
|
|
|
—
|
|
|
(9,838
|
)
|
||||||
Consolidated income
|
$
|
72,964
|
|
7.2
|
%
|
|
$
|
48,085
|
|
4.6
|
%
|
|
$
|
24,879
|
|
|
$
|
(5,312
|
)
|
|
$
|
7,687
|
|
|
$
|
22,504
|
|
|
2015
|
|
2014
|
||||||||||
Net sales
|
$
|
1,040,873
|
|
|
100.0
|
%
|
|
$
|
862,087
|
|
|
100.0
|
%
|
Cost of sales
|
853,897
|
|
|
82.0
|
%
|
|
722,042
|
|
|
83.8
|
%
|
||
Gross profit
|
186,976
|
|
|
18.0
|
%
|
|
140,045
|
|
|
16.2
|
%
|
||
Selling, general, and administrative expense
|
134,028
|
|
|
12.9
|
%
|
|
102,492
|
|
|
11.9
|
%
|
||
Intangible asset impairment
|
4,863
|
|
|
0.5
|
%
|
|
107,970
|
|
|
12.5
|
%
|
||
Income (loss) from operations
|
48,085
|
|
|
4.6
|
%
|
|
(70,417
|
)
|
|
(8.2
|
)%
|
||
Interest expense
|
15,003
|
|
|
1.4
|
%
|
|
14,421
|
|
|
1.6
|
%
|
||
Other income
|
(4,018
|
)
|
|
(0.4
|
)%
|
|
(88
|
)
|
|
—
|
%
|
||
Income (loss) before taxes
|
37,100
|
|
|
3.6
|
%
|
|
(84,750
|
)
|
|
(9.8
|
)%
|
||
Provision for (benefit of) income taxes
|
13,624
|
|
|
1.3
|
%
|
|
(2,958
|
)
|
|
(0.3
|
)%
|
||
Income (loss) from continuing operations
|
23,476
|
|
|
2.3
|
%
|
|
(81,792
|
)
|
|
(9.5
|
)%
|
||
Loss from discontinued operations
|
(28
|
)
|
|
—
|
%
|
|
(32
|
)
|
|
—
|
%
|
||
Net income (loss)
|
$
|
23,448
|
|
|
2.3
|
%
|
|
$
|
(81,824
|
)
|
|
(9.5
|
)%
|
|
|
Change due to
|
|||||||||||||||||
|
2015
|
|
2014
|
|
Total
Change
|
|
Foreign Currency
|
|
Operations
|
||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
||||||||||
Residential Products
|
$
|
475,653
|
|
|
$
|
431,915
|
|
|
$
|
43,738
|
|
|
$
|
(8,030
|
)
|
|
$
|
51,768
|
|
Industrial and Infrastructure Products
|
378,224
|
|
|
431,432
|
|
|
(53,208
|
)
|
|
(12,033
|
)
|
|
(41,175
|
)
|
|||||
Less Inter-Segment Sales
|
(1,536
|
)
|
|
(1,260
|
)
|
|
(276
|
)
|
|
—
|
|
|
(276
|
)
|
|||||
|
376,688
|
|
|
430,172
|
|
|
(53,484
|
)
|
|
(12,033
|
)
|
|
(41,451
|
)
|
|||||
Renewable Energy and Conservation
|
188,532
|
|
|
—
|
|
|
188,532
|
|
|
—
|
|
|
188,532
|
|
|||||
Consolidated
|
$
|
1,040,873
|
|
|
$
|
862,087
|
|
|
$
|
178,786
|
|
|
$
|
(20,063
|
)
|
|
$
|
198,849
|
|
|
|
|
|
|
|
|
|
|
Change Due To
|
||||||||||||||||||
|
2015
|
|
2014
|
|
Total
Change
|
|
Intangible
Impairment
|
|
Foreign Currency
|
|
Operations
|
||||||||||||||||
Income (loss) from operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Residential Products
|
$
|
46,804
|
|
9.8
|
%
|
|
$
|
16,416
|
|
3.8
|
%
|
|
$
|
30,388
|
|
|
$
|
14,995
|
|
|
$
|
(8,030
|
)
|
|
$
|
23,423
|
|
Industrial and Infrastructure Products
|
15,581
|
|
4.1
|
%
|
|
(74,634
|
)
|
(17.3
|
)%
|
|
90,215
|
|
|
88,112
|
|
|
(3,000
|
)
|
|
5,103
|
|
||||||
Renewable Energy and Conservation
|
12,659
|
|
6.7
|
%
|
|
—
|
|
—
|
%
|
|
12,659
|
|
|
—
|
|
|
—
|
|
|
12,659
|
|
||||||
Unallocated Corporate Expenses
|
(26,959
|
)
|
(2.6
|
)%
|
|
(12,199
|
)
|
(1.4
|
)%
|
|
(14,760
|
)
|
|
—
|
|
|
—
|
|
|
(14,760
|
)
|
||||||
Consolidated income (loss)
|
$
|
48,085
|
|
4.6
|
%
|
|
$
|
(70,417
|
)
|
(8.2
|
)%
|
|
$
|
118,502
|
|
|
$
|
103,107
|
|
|
$
|
(11,030
|
)
|
|
$
|
26,425
|
|
|
2016
|
|
2015
|
||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities of continuing operations
|
$
|
122,738
|
|
|
$
|
86,684
|
|
Investing activities of continuing operations
|
(23,870
|
)
|
|
(125,340
|
)
|
||
Financing activities of continuing operations
|
2,597
|
|
|
(184
|
)
|
||
Discontinued operations
|
—
|
|
|
—
|
|
||
Effect of exchange rate changes
|
(146
|
)
|
|
(2,912
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
101,319
|
|
|
$
|
(41,752
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligation
|
Total
|
|
Less than
One Year
|
|
One to Three
Years
|
|
Three to
Five Years
|
|
More Than
Five Years
|
||||||||||
Fixed rate debt
|
$
|
210,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
210,000
|
|
|
$
|
—
|
|
Interest on fixed rate debt
|
53,594
|
|
|
13,125
|
|
|
26,250
|
|
|
14,219
|
|
|
—
|
|
|||||
Operating lease obligations
|
36,283
|
|
|
11,377
|
|
|
16,020
|
|
|
6,105
|
|
|
2,781
|
|
|||||
Pension and other post-retirement payments
|
5,934
|
|
|
1,214
|
|
|
1,204
|
|
|
968
|
|
|
2,548
|
|
|||||
Management stock purchase plan (
1)
|
8,161
|
|
|
2,346
|
|
|
4,576
|
|
|
1,128
|
|
|
111
|
|
|||||
Variable rate debt (including interest) (
2)
|
2,877
|
|
|
420
|
|
|
831
|
|
|
819
|
|
|
807
|
|
|||||
Performance stock unit awards
|
17,241
|
|
|
—
|
|
|
17,241
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
636
|
|
|
304
|
|
|
299
|
|
|
—
|
|
|
33
|
|
|||||
Total
|
$
|
334,726
|
|
|
$
|
28,786
|
|
|
$
|
66,421
|
|
|
$
|
233,239
|
|
|
$
|
6,280
|
|
•
|
revenue recognition on contracts;
|
•
|
valuation of accounts receivable;
|
•
|
valuation of inventory;
|
•
|
the allocation of the purchase price of acquisitions to the fair value of acquired assets and liabilities;
|
•
|
the assessment of recoverability of depreciable and amortizable long-lived assets;
|
•
|
the assessment of recoverability of goodwill and other indefinite-lived intangible assets; and
|
•
|
accounting for income taxes and deferred tax assets and liabilities.
|
|
|
Residential and I&I Products Segment
|
|
Renewable Energy & Conservation Segment
|
||
|
|
All Reporting Units
|
|
Greenhouse Reporting Unit
|
|
Solar Reporting Unit
|
Date of Impairment Test
|
|
WACC
|
|
|
|
|
October 31, 2016
|
|
12.4% to 13.0%
|
|
15.1%
|
|
16.1%
|
October 31, 2015
|
|
11.3% to 13.1%
|
|
*nmf
|
|
*nmf
|
|
|
|
|
|
|
|
October 31, 2016
|
|
EBITDA Multiple
|
|
EBITDA Multiple
|
|
EBITDA Multiple
|
2017 EBITDA forecast
|
|
8.6 - 9.35
|
|
7.6
|
|
*nmf
|
2016 EBITDA forecast
|
|
7.0 - 7.75
|
|
5.7
|
|
*nmf
|
Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
|
Item 8.
|
Financial Statements and Supplementary Data
|
|
|
|
Page Number
|
|
|
Financial Statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplementary Data:
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
1,007,981
|
|
|
$
|
1,040,873
|
|
|
$
|
862,087
|
|
Cost of sales
|
763,219
|
|
|
853,897
|
|
|
722,042
|
|
|||
Gross profit
|
244,762
|
|
|
186,976
|
|
|
140,045
|
|
|||
Selling, general, and administrative expense
|
161,623
|
|
|
134,028
|
|
|
102,492
|
|
|||
Intangible asset impairment
|
10,175
|
|
|
4,863
|
|
|
107,970
|
|
|||
Income (loss) from operations
|
72,964
|
|
|
48,085
|
|
|
(70,417
|
)
|
|||
Interest expense
|
14,577
|
|
|
15,003
|
|
|
14,421
|
|
|||
Other expense (income)
|
8,404
|
|
|
(4,018
|
)
|
|
(88
|
)
|
|||
Income (loss) before taxes
|
49,983
|
|
|
37,100
|
|
|
(84,750
|
)
|
|||
Provision for (benefit of) income taxes
|
16,264
|
|
|
13,624
|
|
|
(2,958
|
)
|
|||
Income (loss) from continuing operations
|
33,719
|
|
|
23,476
|
|
|
(81,792
|
)
|
|||
Discontinued operations:
|
|
|
|
|
|
||||||
Loss before taxes
|
(70
|
)
|
|
(44
|
)
|
|
(51
|
)
|
|||
Benefit of income taxes
|
(26
|
)
|
|
(16
|
)
|
|
(19
|
)
|
|||
Loss from discontinued operations
|
(44
|
)
|
|
(28
|
)
|
|
(32
|
)
|
|||
Net income (loss)
|
$
|
33,675
|
|
|
$
|
23,448
|
|
|
$
|
(81,824
|
)
|
Net earnings per share – Basic:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.07
|
|
|
$
|
0.75
|
|
|
$
|
(2.63
|
)
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
$
|
1.07
|
|
|
$
|
0.75
|
|
|
$
|
(2.63
|
)
|
Weighted average shares outstanding – Basic
|
31,536
|
|
|
31,233
|
|
|
31,066
|
|
|||
Net earnings per share – Diluted:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
1.05
|
|
|
$
|
0.74
|
|
|
$
|
(2.63
|
)
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
$
|
1.05
|
|
|
$
|
0.74
|
|
|
$
|
(2.63
|
)
|
Weighted average shares outstanding – Diluted
|
32,069
|
|
|
31,545
|
|
|
31,066
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
33,675
|
|
|
$
|
23,448
|
|
|
$
|
(81,824
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
6,945
|
|
|
(6,228
|
)
|
|
(4,364
|
)
|
|||
Reclassification of loss on cash flow hedges, net of tax
|
—
|
|
|
143
|
|
|
(143
|
)
|
|||
Adjustment to retirement benefit liability, net of tax
|
55
|
|
|
49
|
|
|
(24
|
)
|
|||
Adjustment to post-retirement healthcare benefit liability, net of tax
|
695
|
|
|
171
|
|
|
(1,435
|
)
|
|||
Other comprehensive income (loss)
|
7,695
|
|
|
(5,865
|
)
|
|
(5,966
|
)
|
|||
Total comprehensive income (loss)
|
$
|
41,370
|
|
|
$
|
17,583
|
|
|
$
|
(87,790
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
170,177
|
|
|
$
|
68,858
|
|
Accounts receivable, net
|
124,072
|
|
|
164,969
|
|
||
Inventories
|
89,612
|
|
|
107,058
|
|
||
Other current assets
|
7,336
|
|
|
10,537
|
|
||
Total current assets
|
391,197
|
|
|
351,422
|
|
||
Property, plant, and equipment, net
|
108,304
|
|
|
118,932
|
|
||
Goodwill
|
304,032
|
|
|
292,390
|
|
||
Acquired intangibles
|
110,790
|
|
|
123,013
|
|
||
Other assets
|
3,922
|
|
|
4,015
|
|
||
|
$
|
918,245
|
|
|
$
|
889,772
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
69,944
|
|
|
$
|
89,204
|
|
Accrued expenses
|
70,392
|
|
|
67,605
|
|
||
Billings in excess of cost
|
11,352
|
|
|
28,186
|
|
||
Current maturities of long-term debt
|
400
|
|
|
400
|
|
||
Total current liabilities
|
152,088
|
|
|
185,395
|
|
||
Long-term debt
|
209,237
|
|
|
208,882
|
|
||
Deferred income taxes
|
38,002
|
|
|
42,654
|
|
||
Other non-current liabilities
|
58,038
|
|
|
42,755
|
|
||
Shareholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; authorized 50,000 shares; 32,085 and 31,779 shares outstanding in 2016 and 2015
|
320
|
|
|
317
|
|
||
Additional paid-in capital
|
264,418
|
|
|
253,458
|
|
||
Retained earnings
|
211,748
|
|
|
178,073
|
|
||
Accumulated other comprehensive loss
|
(7,721
|
)
|
|
(15,416
|
)
|
||
Cost of 530 and 484 common shares held in treasury in 2016 and 2015
|
(7,885
|
)
|
|
(6,346
|
)
|
||
Total shareholders’ equity
|
460,880
|
|
|
410,086
|
|
||
|
$
|
918,245
|
|
|
$
|
889,772
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
33,675
|
|
|
$
|
23,448
|
|
|
$
|
(81,824
|
)
|
Loss from discontinued operations
|
(44
|
)
|
|
(28
|
)
|
|
(32
|
)
|
|||
Income (loss) from continuing operations
|
33,719
|
|
|
23,476
|
|
|
(81,792
|
)
|
|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
24,114
|
|
|
30,548
|
|
|
25,432
|
|
|||
Intangible asset impairment
|
10,175
|
|
|
4,863
|
|
|
107,970
|
|
|||
Loss on sale of business
|
8,763
|
|
|
—
|
|
|
—
|
|
|||
Stock compensation expense
|
6,373
|
|
|
3,891
|
|
|
3,150
|
|
|||
Net (gain) loss on sale of assets
|
(42
|
)
|
|
(6,431
|
)
|
|
45
|
|
|||
Exit activity costs (recoveries), non-cash
|
7,530
|
|
|
8,504
|
|
|
(455
|
)
|
|||
Benefit of deferred income taxes
|
(4,893
|
)
|
|
(2,051
|
)
|
|
(6,640
|
)
|
|||
Other, net
|
685
|
|
|
4,222
|
|
|
60
|
|
|||
Changes in operating assets and liabilities (excluding the effects of acquisitions):
|
|
|
|
|
|
||||||
Accounts receivable
|
37,828
|
|
|
(17,215
|
)
|
|
(14,323
|
)
|
|||
Inventories
|
11,782
|
|
|
22,271
|
|
|
(8,599
|
)
|
|||
Other current assets and other assets
|
2,511
|
|
|
759
|
|
|
(2,456
|
)
|
|||
Accounts payable
|
(17,060
|
)
|
|
(5,157
|
)
|
|
11,205
|
|
|||
Accrued expenses and other non-current liabilities
|
1,253
|
|
|
19,004
|
|
|
(1,014
|
)
|
|||
Net cash provided by operating activities of continuing operations
|
122,738
|
|
|
86,684
|
|
|
32,583
|
|
|||
Net cash used in operating activities of discontinued operations
|
—
|
|
|
—
|
|
|
(41
|
)
|
|||
Net cash provided by operating activities
|
122,738
|
|
|
86,684
|
|
|
32,542
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
||||||
Purchases of property, plant, and equipment
|
(10,779
|
)
|
|
(12,373
|
)
|
|
(23,291
|
)
|
|||
Acquisitions, net of cash acquired
|
(23,412
|
)
|
|
(140,621
|
)
|
|
—
|
|
|||
Net proceeds from sale of property and equipment
|
953
|
|
|
26,500
|
|
|
5,992
|
|
|||
Net proceeds from sale of business
|
8,250
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
1,118
|
|
|
1,154
|
|
|
277
|
|
|||
Net cash used in investing activities
|
(23,870
|
)
|
|
(125,340
|
)
|
|
(17,022
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
||||||
Long-term debt payments
|
(400
|
)
|
|
(73,642
|
)
|
|
(407
|
)
|
|||
Proceeds from long-term debt
|
—
|
|
|
73,242
|
|
|
—
|
|
|||
Payment of debt issuance costs
|
(54
|
)
|
|
(1,166
|
)
|
|
(35
|
)
|
|||
Purchase of treasury stock at market prices
|
(1,539
|
)
|
|
(956
|
)
|
|
(575
|
)
|
|||
Excess tax benefit from stock compensation
|
1,249
|
|
|
537
|
|
|
100
|
|
|||
Net proceeds from issuance of common stock
|
3,341
|
|
|
1,801
|
|
|
595
|
|
|||
Net cash provided by (used in) financing activities
|
2,597
|
|
|
(184
|
)
|
|
(322
|
)
|
|||
Effect of exchange rate changes on cash
|
(146
|
)
|
|
(2,912
|
)
|
|
(1,627
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
101,319
|
|
|
(41,752
|
)
|
|
13,571
|
|
|||
Cash and cash equivalents at beginning of year
|
68,858
|
|
|
110,610
|
|
|
97,039
|
|
|||
Cash and cash equivalents at end of year
|
$
|
170,177
|
|
|
$
|
68,858
|
|
|
$
|
110,610
|
|
|
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, 2013
|
31,131
|
|
|
$
|
311
|
|
|
$
|
243,389
|
|
|
$
|
236,449
|
|
|
$
|
(3,585
|
)
|
|
395
|
|
|
$
|
(4,815
|
)
|
|
$
|
471,749
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,824
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81,824
|
)
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,364
|
)
|
|
—
|
|
|
—
|
|
|
(4,364
|
)
|
||||||
Adjustment to retirement benefit liability, net of taxes of $9
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
||||||
Adjustment to post-retirement healthcare benefit liability, net of taxes of $830
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,435
|
)
|
|
—
|
|
|
—
|
|
|
(1,435
|
)
|
||||||
Unrealized loss on cash flow hedges, net of tax of $82
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
(143
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
3,150
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,150
|
|
||||||
Excess tax benefit from stock compensation
|
—
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
||||||
Net settlement of restricted stock units
|
136
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
34
|
|
|
(575
|
)
|
|
(575
|
)
|
||||||
Issuance of restricted stock
|
22
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock options exercised
|
53
|
|
|
1
|
|
|
594
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
595
|
|
||||||
Balance at December 31, 2014
|
31,342
|
|
|
$
|
313
|
|
|
$
|
247,232
|
|
|
$
|
154,625
|
|
|
$
|
(9,551
|
)
|
|
429
|
|
|
$
|
(5,390
|
)
|
|
$
|
387,229
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
23,448
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,448
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,228
|
)
|
|
—
|
|
|
—
|
|
|
(6,228
|
)
|
||||||
Adjustment to retirement benefit liability, net of taxes of $26
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
||||||
Adjustment to post-retirement healthcare benefit liability, net of taxes of $99
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
171
|
|
||||||
Unrealized loss on cash flow hedges, net of tax of $82
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
143
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
3,891
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,891
|
|
||||||
Excess tax benefit from stock compensation
|
—
|
|
|
—
|
|
|
537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
537
|
|
||||||
Net settlement of restricted stock units
|
297
|
|
|
3
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
55
|
|
|
(956
|
)
|
|
(956
|
)
|
||||||
Issuance of restricted stock
|
21
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Stock options exercised
|
119
|
|
|
1
|
|
|
1,801
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,802
|
|
||||||
Balance at December 31, 2015
|
31,779
|
|
|
$
|
317
|
|
|
$
|
253,458
|
|
|
$
|
178,073
|
|
|
$
|
(15,416
|
)
|
|
484
|
|
|
$
|
(6,346
|
)
|
|
$
|
410,086
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
33,675
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,675
|
|
||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,945
|
|
|
—
|
|
|
—
|
|
|
6,945
|
|
||||||
Adjustment to retirement benefit liability, net of taxes of $24
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||
Adjustment to post-retirement healthcare benefit liability, net of taxes of $406
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
695
|
|
|
—
|
|
|
—
|
|
|
695
|
|
||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
6,373
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,373
|
|
||||||
Excess tax benefit from stock compensation
|
—
|
|
|
—
|
|
|
1,249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
||||||
Net settlement of restricted stock units
|
131
|
|
|
1
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
46
|
|
|
(1,539
|
)
|
|
(1,539
|
)
|
||||||
Stock options exercised
|
175
|
|
|
2
|
|
|
3,339
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,341
|
|
||||||
Balance at December 31, 2016
|
32,085
|
|
|
$
|
320
|
|
|
$
|
264,418
|
|
|
$
|
211,748
|
|
|
$
|
(7,721
|
)
|
|
530
|
|
|
$
|
(7,885
|
)
|
|
$
|
460,880
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
4,868
|
|
|
$
|
4,280
|
|
|
$
|
4,774
|
|
Bad debt expense
|
2,519
|
|
|
1,404
|
|
|
1,095
|
|
|||
Accounts written off and other adjustments
|
(2,115
|
)
|
|
(816
|
)
|
|
(1,589
|
)
|
|||
Ending balance
|
$
|
5,272
|
|
|
$
|
4,868
|
|
|
$
|
4,280
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Capitalized interest
|
$
|
138
|
|
|
$
|
166
|
|
|
$
|
420
|
|
Depreciation expense
|
$
|
14,477
|
|
|
$
|
17,869
|
|
|
$
|
19,712
|
|
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 relates to the revenue recognition for custom fabricated products within the Company's Industrial and Infrastructure Products segment. Under this standard, the Company expects custom fabricated products in the Industrial and Infrastructure Products segment to recognize revenue on an over time basis, 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. 2014-15
Presentation of Financial Statements — Going Concern
|
The standard requires management to evaluate whether there are conditions and events that raise substantial doubt about an entity’s ability to continue as a going concern. The provisions of the standard are effective for fiscal years beginning after December 15, 2016. Early adoption is permitted.
|
The Company adopted this standard and it did not have any impact of the Company's consolidated financial statements.
Date of adoption: Q4 2016 |
ASU No. 2015-11
Inventory (Topic 330)
|
The standard requires measurement of inventory as the lower of cost and net realizable value. The provisions of the standard are effective for fiscal years beginning after December 15, 2016. Early adoption is permitted, and may be applied prospectively.
|
The Company adopted this standard and it did not have any impact of the Company's consolidated financial statements.
Date of adoption: Q4 2016
|
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 determined this standard will not have a material impact on the Company's consolidated financial statements.
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 determined this standard will not have a material impact on the Company's consolidated financial statements.
Date of Adoption: Q1 2017
|
|
2016
|
|
2015
|
||||
Trade accounts receivable
|
$
|
81,193
|
|
|
$
|
102,277
|
|
Contract receivables:
|
|
|
|
||||
Amounts billed
|
41,569
|
|
|
53,830
|
|
||
Costs in excess of billings
|
6,582
|
|
|
13,730
|
|
||
Total contract receivables
|
48,151
|
|
|
67,560
|
|
||
Total accounts receivables
|
129,344
|
|
|
169,837
|
|
||
Less allowance for doubtful accounts
|
(5,272
|
)
|
|
(4,868
|
)
|
||
Accounts receivable
|
$
|
124,072
|
|
|
$
|
164,969
|
|
|
2016
|
|
2015
|
||||
Raw material
|
$
|
41,758
|
|
|
$
|
47,117
|
|
Work-in-process
|
12,268
|
|
|
16,238
|
|
||
Finished goods
|
35,586
|
|
|
43,703
|
|
||
Total inventories
|
$
|
89,612
|
|
|
$
|
107,058
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
7,428
|
|
|
$
|
5,575
|
|
|
$
|
5,570
|
|
Excess, obsolete and slow moving inventory expense
|
(239
|
)
|
|
1,539
|
|
|
731
|
|
|||
Scrapped inventory and other adjustments
|
(3,388
|
)
|
|
314
|
|
|
(726
|
)
|
|||
Ending balance
|
$
|
3,801
|
|
|
$
|
7,428
|
|
|
$
|
5,575
|
|
|
2016
|
|
2015
|
||||
Land and land improvements
|
$
|
7,102
|
|
|
$
|
6,520
|
|
Building and improvements
|
50,283
|
|
|
47,775
|
|
||
Machinery and equipment
|
212,774
|
|
|
234,336
|
|
||
Construction in progress
|
2,202
|
|
|
4,112
|
|
||
Property, plant, and equipment, gross
|
272,361
|
|
|
292,743
|
|
||
Less: accumulated depreciation
|
(164,057
|
)
|
|
(173,811
|
)
|
||
Property, plant, and equipment, net
|
$
|
108,304
|
|
|
$
|
118,932
|
|
Cash
|
$
|
2,495
|
|
Working capital
|
(1,109
|
)
|
|
Property, plant, and equipment
|
4,702
|
|
|
Acquired intangible assets
|
6,200
|
|
|
Other assets
|
23
|
|
|
Goodwill
|
12,283
|
|
|
Fair value of purchase consideration
|
$
|
24,594
|
|
|
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
|
|
|
|
Cash
|
$
|
4,651
|
|
Working capital
|
21,436
|
|
|
Property, plant, and equipment
|
12,797
|
|
|
Acquired intangible assets
|
56,392
|
|
|
Other assets
|
3,049
|
|
|
Deferred income taxes
|
(4,892
|
)
|
|
Other liabilities
|
(3,028
|
)
|
|
Goodwill
|
57,180
|
|
|
Fair value of purchase consideration
|
$
|
147,585
|
|
|
Fair Value
|
|
Estimated
Useful Life |
||
Trademarks
|
$
|
13,550
|
|
|
Indefinite
|
Technology
|
3,550
|
|
|
7-15 years
|
|
Customer relationships
|
32,892
|
|
|
11-17 years
|
|
Non-compete agreements
|
1,300
|
|
|
5 years
|
|
Backlog
|
5,100
|
|
|
0.5 years
|
|
Total
|
$
|
56,392
|
|
|
|
|
Twelve Months Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Net sales
|
$
|
1,128,915
|
|
|
$
|
1,026,014
|
|
Net income (loss)
|
$
|
33,587
|
|
|
$
|
(46,714
|
)
|
Net income (loss) per share - Basic
|
$
|
1.08
|
|
|
$
|
(1.50
|
)
|
Net income (loss) per share - Diluted
|
$
|
1.06
|
|
|
$
|
(1.50
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Selling, general and administrative costs
|
$
|
228
|
|
|
$
|
732
|
|
|
$
|
(1,594
|
)
|
Cost of sales
|
81
|
|
|
230
|
|
|
206
|
|
|||
Total acquisition related costs
|
$
|
309
|
|
|
$
|
962
|
|
|
$
|
(1,388
|
)
|
|
Residential
Products
|
|
Industrial and
Infrastructure
Products
|
|
Renewable Energy and Conservation
|
|
Total
|
||||||||
Balance at December 31, 2014
|
$
|
181,285
|
|
|
$
|
54,759
|
|
|
$
|
—
|
|
|
$
|
236,044
|
|
Acquired goodwill
|
—
|
|
|
—
|
|
|
57,180
|
|
|
57,180
|
|
||||
Foreign currency translation
|
—
|
|
|
(1,055
|
)
|
|
221
|
|
|
(834
|
)
|
||||
Balance at December 31, 2015
|
$
|
181,285
|
|
|
$
|
53,704
|
|
|
$
|
57,401
|
|
|
$
|
292,390
|
|
Acquired goodwill
|
—
|
|
|
—
|
|
|
12,283
|
|
|
12,283
|
|
||||
Impairment
|
—
|
|
|
—
|
|
|
(929
|
)
|
|
(929
|
)
|
||||
Foreign currency translation
|
—
|
|
|
180
|
|
|
108
|
|
|
288
|
|
||||
Balance at December 31, 2016
|
$
|
181,285
|
|
|
$
|
53,884
|
|
|
$
|
68,863
|
|
|
$
|
304,032
|
|
|
|
Residential and I&I Products Segments
|
|
Renewable Energy & Conservation Segment
|
||
|
|
All Reporting Units
|
|
Greenhouse Reporting Unit
|
|
Solar Reporting Unit
|
Date of Impairment Test
|
|
WACC
|
|
WACC
|
|
WACC
|
October 31, 2016
|
|
12.4% to 13.0%
|
|
15.1%
|
|
16.1%
|
October 31, 2015
|
|
11.3% to 13.1%
|
|
*nmf
|
|
*nmf
|
|
December 31, 2016
|
|
December 31, 2015
|
|
|
||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Estimated
Useful Life
|
||||||||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
$
|
44,720
|
|
|
$
|
—
|
|
|
$
|
50,538
|
|
|
$
|
—
|
|
|
Indefinite
|
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Trademarks
|
5,808
|
|
|
2,427
|
|
|
5,861
|
|
|
1,884
|
|
|
5 to 15 Years
|
||||
Unpatented technology
|
26,720
|
|
|
10,041
|
|
|
28,072
|
|
|
10,656
|
|
|
5 to 20 Years
|
||||
Customer relationships
|
78,569
|
|
|
33,585
|
|
|
85,419
|
|
|
35,673
|
|
|
5 to 17 Years
|
||||
Non-compete agreements
|
1,649
|
|
|
623
|
|
|
3,107
|
|
|
1,771
|
|
|
4 to 10 Years
|
||||
Backlog
|
900
|
|
|
900
|
|
|
6,480
|
|
|
6,480
|
|
|
.5 to 2 Years
|
||||
|
113,646
|
|
|
47,576
|
|
|
128,939
|
|
|
56,464
|
|
|
|
||||
Total acquired intangible assets
|
$
|
158,366
|
|
|
$
|
47,576
|
|
|
$
|
179,477
|
|
|
$
|
56,464
|
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
Indefinite-lived intangibles
|
|
Definite-lived intangibles
|
|
Indefinite-lived intangibles
|
|
Definite-lived intangibles
|
|
Indefinite-lived intangibles
|
|
Definite-lived intangibles
|
||||||||||||
Residential Products
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
440
|
|
|
$
|
—
|
|
|
$
|
1,200
|
|
|
$
|
—
|
|
Industrial and Infrastructure Products
|
7,980
|
|
|
—
|
|
|
4,423
|
|
|
—
|
|
|
1,500
|
|
|
705
|
|
||||||
Renewable Energy and Conservation
|
1,068
|
|
|
198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Impairment charges
|
$
|
9,048
|
|
|
$
|
198
|
|
|
$
|
4,863
|
|
|
$
|
—
|
|
|
$
|
2,700
|
|
|
$
|
705
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Amortization expense
|
$
|
9,637
|
|
|
$
|
12,679
|
|
|
$
|
5,720
|
|
2017
|
$
|
8,500
|
|
2018
|
$
|
7,945
|
|
2019
|
$
|
7,273
|
|
2020
|
$
|
6,760
|
|
2021
|
$
|
6,159
|
|
|
2016
|
|
2015
|
||||
Compensation
|
$
|
27,669
|
|
|
$
|
22,215
|
|
Interest and taxes
|
13,102
|
|
|
11,742
|
|
||
Customer rebates
|
10,303
|
|
|
9,733
|
|
||
Insurance
|
7,584
|
|
|
9,057
|
|
||
Acquisition payable
|
1,000
|
|
|
2,314
|
|
||
Other
|
10,734
|
|
|
12,544
|
|
||
Total accrued expenses
|
$
|
70,392
|
|
|
$
|
67,605
|
|
|
2016
|
|
2015
|
||||
Senior Subordinated 6.25% Notes
|
$
|
210,000
|
|
|
$
|
210,000
|
|
Other debt
|
2,800
|
|
|
3,200
|
|
||
Less unamortized debt issuance costs
|
(3,163
|
)
|
|
(3,918
|
)
|
||
Total debt
|
209,637
|
|
|
209,282
|
|
||
Less current maturities
|
400
|
|
|
400
|
|
||
Total long-term debt
|
$
|
209,237
|
|
|
$
|
208,882
|
|
2017
|
$
|
400
|
|
2018
|
$
|
400
|
|
2019
|
$
|
400
|
|
2020
|
$
|
400
|
|
2021
|
$
|
210,400
|
|
Thereafter
|
$
|
800
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash paid for interest
|
$
|
13,906
|
|
|
$
|
15,374
|
|
|
$
|
13,864
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Projected benefit obligation at January 1
|
$
|
1,685
|
|
|
$
|
1,961
|
|
|
$
|
2,179
|
|
Interest cost
|
59
|
|
|
66
|
|
|
88
|
|
|||
Actuarial losses (gains)
|
5
|
|
|
(39
|
)
|
|
9
|
|
|||
Benefits paid
|
(372
|
)
|
|
(303
|
)
|
|
(315
|
)
|
|||
Projected benefit obligation at December 31
|
1,377
|
|
|
1,685
|
|
|
1,961
|
|
|||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|||
Under funded status
|
(1,377
|
)
|
|
(1,685
|
)
|
|
(1,961
|
)
|
|||
Unamortized prior service cost
|
4
|
|
|
10
|
|
|
24
|
|
|||
Unrecognized actuarial gain
|
(200
|
)
|
|
(218
|
)
|
|
(179
|
)
|
|||
Net amount recognized
|
$
|
(1,573
|
)
|
|
$
|
(1,893
|
)
|
|
$
|
(2,116
|
)
|
Accrued pension liability:
|
|
|
|
|
|
||||||
Current portion
|
$
|
(360
|
)
|
|
$
|
(372
|
)
|
|
$
|
(395
|
)
|
Long term portion
|
(1,016
|
)
|
|
(1,313
|
)
|
|
(1,566
|
)
|
|||
Pre-tax accumulated other comprehensive income – retirement benefit liability adjustment
|
(197
|
)
|
|
(208
|
)
|
|
(155
|
)
|
|||
Net amount recognized
|
$
|
(1,573
|
)
|
|
$
|
(1,893
|
)
|
|
$
|
(2,116
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest cost
|
$
|
59
|
|
|
$
|
66
|
|
|
$
|
88
|
|
Amortization of unrecognized prior service cost
|
6
|
|
|
14
|
|
|
15
|
|
|||
Gain amortization
|
(13
|
)
|
|
—
|
|
|
—
|
|
|||
Net periodic pension cost
|
$
|
52
|
|
|
$
|
80
|
|
|
$
|
103
|
|
Assumptions used to calculate the benefit obligation:
|
|
|
|
|
|
||||||
Discount rate
|
3.81
|
%
|
|
3.94
|
%
|
|
3.74
|
%
|
2017
|
$
|
360
|
|
2018
|
$
|
327
|
|
2019
|
$
|
228
|
|
2020
|
$
|
137
|
|
2021
|
$
|
100
|
|
Years 2022 - 2026
|
$
|
392
|
|
a)
|
Assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers.
|
b)
|
If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
|
c)
|
If the Company chooses to stop participating in some of the multiemployer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
|
|
EIN/ Pension
|
|
PPA Zone Status
|
|
Surcharge
|
||
Pension Fund
|
Plan Number
|
|
2015
|
|
2014
|
|
Imposed
|
National Integrated Group Pension Plan
|
22-6190618-001
|
|
Red
|
|
Red
|
|
Yes
|
Sheet Metal Workers’ National Pension Plan
|
52-6112463-001
|
|
Yellow
|
|
Yellow
|
|
Yes
|
Sheet Metal Workers’ Pension Plan of Northern California
|
51-6115939-001
|
|
Red
|
|
Red
|
|
No
|
Pension Fund
|
2016
|
|
2015
|
|
2014
|
||||||
National Integrated Group Pension Plan
|
$
|
218
|
|
|
$
|
246
|
|
|
$
|
233
|
|
Sheet Metal Workers’ National Pension Plan
|
50
|
|
|
56
|
|
|
61
|
|
|||
Sheet Metal Workers’ Pension Plan of Northern California
|
28
|
|
|
31
|
|
|
35
|
|
|||
|
$
|
296
|
|
|
$
|
333
|
|
|
$
|
329
|
|
2016
|
|
2015
|
|
2014
|
||||||
$
|
2,887
|
|
|
$
|
2,934
|
|
|
$
|
2,816
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Projected benefit obligation at January 1
|
$
|
8,149
|
|
|
$
|
8,202
|
|
|
$
|
5,900
|
|
Service cost
|
22
|
|
|
26
|
|
|
16
|
|
|||
Interest cost
|
272
|
|
|
300
|
|
|
255
|
|
|||
Actuarial (gain) loss
|
(923
|
)
|
|
(29
|
)
|
|
2,387
|
|
|||
Benefits paid, net of contributions
|
(318
|
)
|
|
(350
|
)
|
|
(356
|
)
|
|||
Projected benefit obligation at December 31
|
7,202
|
|
|
8,149
|
|
|
8,202
|
|
|||
Fair value of plan assets
|
—
|
|
|
—
|
|
|
—
|
|
|||
Under funded status
|
(7,202
|
)
|
|
(8,149
|
)
|
|
(8,202
|
)
|
|||
Unamortized prior service cost
|
471
|
|
|
515
|
|
|
559
|
|
|||
Unrecognized actuarial loss
|
2,679
|
|
|
3,736
|
|
|
3,962
|
|
|||
Net amount recognized
|
$
|
(4,052
|
)
|
|
$
|
(3,898
|
)
|
|
$
|
(3,681
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Accrued postretirement benefit liability
|
|
|
|
|
|
||||||
Current portion
|
$
|
(294
|
)
|
|
$
|
(368
|
)
|
|
$
|
(368
|
)
|
Long term portion
|
(6,908
|
)
|
|
(7,781
|
)
|
|
(7,834
|
)
|
|||
Pre-tax accumulated other comprehensive loss – unamortized post-retirement healthcare costs
|
3,150
|
|
|
4,251
|
|
|
4,521
|
|
|||
Net amount recognized
|
$
|
(4,052
|
)
|
|
$
|
(3,898
|
)
|
|
$
|
(3,681
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
22
|
|
|
$
|
26
|
|
|
$
|
16
|
|
Interest cost
|
272
|
|
|
300
|
|
|
255
|
|
|||
Amortization of unrecognized prior service cost
|
44
|
|
|
44
|
|
|
44
|
|
|||
Loss amortization (
2
)
|
134
|
|
|
197
|
|
|
78
|
|
|||
Net periodic benefit cost
|
$
|
472
|
|
|
$
|
567
|
|
|
$
|
393
|
|
Assumptions used to calculate the benefit obligation:
|
|
|
|
|
|
||||||
Discount rate
|
3.8
|
%
|
|
3.9
|
%
|
|
3.7
|
%
|
|||
Annual rate of increase in the per capita cost of:
|
|
|
|
|
|
||||||
Medical costs before age 65 (
1)
|
7.5
|
%
|
|
7.8
|
%
|
|
8.0
|
%
|
|||
Medical costs after age 65 (
1)
|
6.5
|
%
|
|
6.8
|
%
|
|
7.0
|
%
|
|||
Prescription drug costs (
1)
|
10.5
|
%
|
|
11.0
|
%
|
|
9.0
|
%
|
2017
|
$
|
294
|
|
2018
|
$
|
315
|
|
2019
|
$
|
334
|
|
2020
|
$
|
356
|
|
2021
|
$
|
375
|
|
Years 2022 - 2026
|
$
|
2,156
|
|
|
Foreign
Currency
Translation
Adjustment
|
|
Cash Flow Hedges
|
|
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, 2014
|
$
|
(6,565
|
)
|
|
$
|
(225
|
)
|
|
$
|
43
|
|
|
$
|
(4,521
|
)
|
|
$
|
(11,268
|
)
|
|
$
|
(1,717
|
)
|
|
$
|
(9,551
|
)
|
Reclassified loss on cash flow hedge from other comprehensive (loss) income
|
—
|
|
|
225
|
|
|
—
|
|
|
—
|
|
|
225
|
|
|
82
|
|
|
143
|
|
|||||||
Minimum pension and post retirement health care plan adjustments
|
—
|
|
|
—
|
|
|
75
|
|
|
270
|
|
|
345
|
|
|
125
|
|
|
220
|
|
|||||||
Foreign currency translation adjustment
|
(6,228
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,228
|
)
|
|
—
|
|
|
(6,228
|
)
|
|||||||
Balance at December 31, 2015
|
$
|
(12,793
|
)
|
|
$
|
—
|
|
|
$
|
118
|
|
|
$
|
(4,251
|
)
|
|
$
|
(16,926
|
)
|
|
$
|
(1,510
|
)
|
|
$
|
(15,416
|
)
|
Minimum pension and post retirement health care plan adjustments
|
—
|
|
|
—
|
|
|
79
|
|
|
1,101
|
|
|
1,180
|
|
|
430
|
|
|
750
|
|
|||||||
Foreign currency translation adjustment
|
6,945
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,945
|
|
|
—
|
|
|
6,945
|
|
|||||||
Balance at December 31, 2016
|
$
|
(5,848
|
)
|
|
$
|
—
|
|
|
$
|
197
|
|
|
$
|
(3,150
|
)
|
|
$
|
(8,801
|
)
|
|
$
|
(1,080
|
)
|
|
$
|
(7,721
|
)
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Awards
|
Number of
Awards
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Awards
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Awards
|
|
Weighted
Average
Grant Date
Fair Value
|
|||||||||
Deferred stock units
|
11,945
|
|
|
$
|
29.30
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Options
|
—
|
|
|
$
|
—
|
|
|
37,500
|
|
|
$
|
25.44
|
|
|
—
|
|
|
$
|
—
|
|
Restricted shares
|
3,185
|
|
|
$
|
29.30
|
|
|
21,318
|
|
|
$
|
17.48
|
|
|
21,721
|
|
|
$
|
16.76
|
|
Restricted stock units
|
141,982
|
|
|
$
|
25.44
|
|
|
212,419
|
|
|
$
|
17.78
|
|
|
218,857
|
|
|
$
|
16.96
|
|
Performance stock units
|
—
|
|
|
$
|
—
|
|
|
396,714
|
|
|
$
|
19.78
|
|
|
—
|
|
|
$
|
—
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Expense recognized under the Prior Plan
|
$
|
1,937
|
|
|
$
|
1,953
|
|
|
$
|
3,150
|
|
Expense recognized under the Plan
|
3,993
|
|
|
1,938
|
|
|
—
|
|
|||
Expense recognized under the Non-Employee Directors Plan
|
443
|
|
|
—
|
|
|
—
|
|
|||
Total stock compensation expense
|
$
|
6,373
|
|
|
$
|
3,891
|
|
|
$
|
3,150
|
|
Tax benefits recognized related to stock compensation expense
|
$
|
2,485
|
|
|
$
|
1,518
|
|
|
$
|
1,229
|
|
Year of Grant
|
|
Fair Value
|
|
Expected Life (in years)
|
|
Expected Stock Volatility
|
|
Risk-free Interest Rate
|
|
Annual Forfeiture Rate
|
|
Expected Dividend Yield
|
||||||
2015
|
|
$
|
7.67
|
|
|
4.00
|
|
35.7
|
%
|
|
1.5
|
%
|
|
—
|
%
|
|
—
|
%
|
Range of Exercise Prices
|
Options
Outstanding
|
|
Weighted Average
Remaining
Contractual Life
(in years)
|
|
Weighted
Average
Exercise
Price
|
|
Options
Exercisable
|
|
Weighted
Average
Exercise
Price
|
||||||
$8.90 – $8.90
|
36,500
|
|
|
3.70
|
|
$
|
8.90
|
|
|
36,500
|
|
|
$
|
8.90
|
|
$9.74 – $9.74
|
95,441
|
|
|
4.70
|
|
$
|
9.74
|
|
|
95,441
|
|
|
$
|
9.74
|
|
$11.89 – $18.78
|
70,783
|
|
|
1.85
|
|
$
|
15.78
|
|
|
70,783
|
|
|
$
|
15.78
|
|
$20.52 – $23.78
|
37,000
|
|
|
1.69
|
|
$
|
22.16
|
|
|
37,000
|
|
|
$
|
22.16
|
|
$23.79 – $25.44
|
37,500
|
|
|
9.00
|
|
$
|
25.44
|
|
|
—
|
|
|
$
|
—
|
|
|
277,224
|
|
|
|
|
|
|
239,724
|
|
|
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Remaining
Contractual
Life
(in years)
|
|
Aggregate
Intrinsic Value
|
|||||
Balance at January 1, 2014
|
622,124
|
|
|
$
|
15.48
|
|
|
|
|
|
||
Exercised
|
(52,805
|
)
|
|
11.18
|
|
|
|
|
|
|||
Balance at December 31, 2014
|
569,319
|
|
|
$
|
15.88
|
|
|
|
|
|
||
Granted
|
37,500
|
|
|
25.44
|
|
|
|
|
|
|||
Exercised
|
(119,096
|
)
|
|
15.13
|
|
|
|
|
|
|||
Forfeited
|
(750
|
)
|
|
9.74
|
|
|
|
|
|
|||
Expired
|
(28,624
|
)
|
|
20.56
|
|
|
|
|
|
|||
Balance at December 31, 2015
|
458,349
|
|
|
$
|
16.57
|
|
|
|
|
|
||
Exercised
|
(175,125
|
)
|
|
19.08
|
|
|
|
|
|
|||
Forfeited
|
(6,000
|
)
|
|
18.22
|
|
|
|
|
|
|||
Balance at December 31, 2016
|
277,224
|
|
|
$
|
14.95
|
|
|
4.02
|
|
$
|
7,401,000
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Aggregate intrinsic value of options exercised
|
$
|
2,439
|
|
|
$
|
1,089
|
|
|
$
|
326
|
|
Aggregate fair value of vested restricted stock units
|
$
|
4,368
|
|
|
$
|
6,578
|
|
|
$
|
2,416
|
|
Aggregate fair value of vested restricted shares
|
$
|
247
|
|
|
$
|
111
|
|
|
$
|
364
|
|
Aggregate fair value of vested deferred stock units
|
$
|
443
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Restricted
Stock Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Restricted
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Performance Stock Units
|
|
Weighted Average Grant Date Fair Value
|
|
Deferred Stock Units (1)
|
|
Weighted Average Grant Date Fair Value
|
||||||||||||
Balance at December 31, 2015
|
548,815
|
|
|
$
|
15.22
|
|
|
21,485
|
|
|
$
|
17.59
|
|
|
396,714
|
|
|
$
|
19.78
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
141,982
|
|
|
25.44
|
|
|
3,185
|
|
|
29.30
|
|
|
—
|
|
|
—
|
|
|
11,945
|
|
|
29.30
|
|
||||
Vested
|
(131,369
|
)
|
|
15.64
|
|
|
(17,309
|
)
|
|
19.65
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Forfeited
|
(23,264
|
)
|
|
16.18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance at December 31, 2016
|
536,164
|
|
|
$
|
17.79
|
|
|
7,361
|
|
|
$
|
17.07
|
|
|
396,714
|
|
|
$
|
19.78
|
|
|
11,945
|
|
|
$
|
29.30
|
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Awards
|
Number of
Units (1)
|
|
Grant Date
Fair Value (in $000s)
|
|
Number of
Units (2)
|
|
Grant Date Fair Value (in $000s) |
|
Number of
Units (3)
|
|
Grant Date Fair Value (in $000s) |
|||||||||
Performance stock units
|
128,000
|
|
|
$
|
3,100
|
|
|
219,000
|
|
|
$
|
4,039
|
|
|
231,000
|
|
|
$
|
4,233
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Performance stock unit compensation expense
|
$
|
10,377
|
|
|
$
|
6,965
|
|
|
$
|
31
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Restricted stock units credited
|
198,155
|
|
|
94,047
|
|
|
119,105
|
|
|||
Restricted stock units balance, vested and unvested
|
646,669
|
|
|
519,668
|
|
|
647,371
|
|
|||
Share-based liabilities paid (in thousands)
|
$
|
3,137
|
|
|
$
|
1,901
|
|
|
$
|
2,120
|
|
MSPP expense (in thousands)
|
$
|
8,565
|
|
|
$
|
2,767
|
|
|
$
|
329
|
|
Derivatives not designated as hedging instruments
|
2016
|
|
2015
|
||||
Commodity options
|
$
|
—
|
|
|
$
|
399
|
|
Foreign exchange forwards
|
—
|
|
|
187
|
|
||
Foreign exchange options
|
—
|
|
|
(5,736
|
)
|
||
Total non-designated derivative realized net gain
|
$
|
—
|
|
|
$
|
(5,150
|
)
|
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Derivatives not designated as hedging instruments
|
|
Classification
|
|
Fair Value
|
|
Fair Value
|
||||
Foreign exchange options
|
|
Other current assets
|
|
$
|
—
|
|
|
$
|
1,792
|
|
|
|
|
|
|
|
|
||||
Foreign exchange forwards
|
|
Accrued expenses
|
|
$
|
—
|
|
|
$
|
14
|
|
•
|
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.
|
|
Classification
|
|
2016
|
|
2015
|
||||
Foreign currency exchange options
|
Other current assets
|
|
$
|
—
|
|
|
$
|
1,792
|
|
|
|
|
|
|
|
||||
Foreign currency exchange forwards
|
Accrued expenses
|
|
$
|
—
|
|
|
$
|
14
|
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||||||||||||||||||||||
|
Inventory write-downs &/or asset impairment charges
|
|
Exit activity costs
|
|
Total
|
|
Inventory write-downs &/or asset impairment charges
|
|
Exit activity costs
|
|
Gain on sale leaseback
|
|
Total
|
|
Inventory write-downs &/or asset impairment charges
|
|
Exit activity costs
|
|
Gain on sale
|
|
Total
|
||||||||||||||||||||||
Residential Products
|
$
|
1,459
|
|
|
$
|
1,074
|
|
|
$
|
2,533
|
|
|
$
|
6,495
|
|
|
$
|
1,256
|
|
|
$
|
(6,799
|
)
|
|
$
|
952
|
|
|
$
|
83
|
|
|
$
|
1,332
|
|
|
$
|
(663
|
)
|
|
$
|
752
|
|
Industrial & Infrastructure Products
|
4,221
|
|
|
4,546
|
|
|
8,767
|
|
|
2,009
|
|
|
162
|
|
|
—
|
|
|
2,171
|
|
|
125
|
|
|
794
|
|
|
—
|
|
|
919
|
|
|||||||||||
Renewable Energy & Conservation
|
1,850
|
|
|
539
|
|
|
2,389
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Corporate
|
—
|
|
|
58
|
|
|
58
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||||
Total exit activity costs & asset impairments
|
$
|
7,530
|
|
|
$
|
6,217
|
|
|
$
|
13,747
|
|
|
$
|
8,504
|
|
|
$
|
1,418
|
|
|
$
|
(6,799
|
)
|
|
$
|
3,123
|
|
|
$
|
208
|
|
|
$
|
2,126
|
|
|
$
|
(663
|
)
|
|
$
|
1,671
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of sales
|
$
|
9,922
|
|
|
$
|
9,381
|
|
|
$
|
843
|
|
Selling, general, and administrative expense
|
3,825
|
|
|
(6,258
|
)
|
|
828
|
|
|||
Total exit activity costs and asset impairments
|
$
|
13,747
|
|
|
$
|
3,123
|
|
|
$
|
1,671
|
|
|
2016
|
|
2015
|
||||
Balance as of January 1
|
$
|
603
|
|
|
$
|
575
|
|
Exit activity costs recognized
|
6,217
|
|
|
1,418
|
|
||
Cash payments
|
(3,076
|
)
|
|
(1,390
|
)
|
||
Balance as of December 31
|
$
|
3,744
|
|
|
$
|
603
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
37,316
|
|
|
$
|
40,176
|
|
|
$
|
(87,179
|
)
|
Foreign
|
12,667
|
|
|
(3,076
|
)
|
|
2,429
|
|
|||
Income (loss) before taxes from continuing operations
|
$
|
49,983
|
|
|
$
|
37,100
|
|
|
$
|
(84,750
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
14,703
|
|
|
$
|
12,294
|
|
|
$
|
1,684
|
|
State
|
2,987
|
|
|
2,010
|
|
|
1,265
|
|
|||
Foreign
|
3,467
|
|
|
1,371
|
|
|
733
|
|
|||
Total current
|
21,157
|
|
|
15,675
|
|
|
3,682
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
(5,404
|
)
|
|
(178
|
)
|
|
(6,373
|
)
|
|||
State
|
1,595
|
|
|
273
|
|
|
(203
|
)
|
|||
Foreign
|
(1,084
|
)
|
|
(2,146
|
)
|
|
(64
|
)
|
|||
Total deferred
|
(4,893
|
)
|
|
(2,051
|
)
|
|
(6,640
|
)
|
|||
Provision for income taxes
|
$
|
16,264
|
|
|
$
|
13,624
|
|
|
$
|
(2,958
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
(24
|
)
|
|
$
|
(15
|
)
|
|
$
|
(18
|
)
|
State
|
(2
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Foreign
|
—
|
|
|
—
|
|
|
—
|
|
|||
(Benefit of) provision for income taxes
|
$
|
(26
|
)
|
|
$
|
(16
|
)
|
|
$
|
(19
|
)
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Statutory rate
|
$
|
17,494
|
|
|
35.0
|
%
|
|
$
|
12,985
|
|
|
35.0
|
%
|
|
$
|
(29,664
|
)
|
|
35.0
|
%
|
Intangible asset impairment
|
341
|
|
|
0.7
|
%
|
|
—
|
|
|
—
|
%
|
|
26,637
|
|
|
(31.4
|
)%
|
|||
State taxes, less federal effect
|
3,033
|
|
|
6.1
|
%
|
|
1,845
|
|
|
5.0
|
%
|
|
606
|
|
|
(0.7
|
)%
|
|||
Change in valuation allowance
|
685
|
|
|
1.4
|
%
|
|
284
|
|
|
0.7
|
%
|
|
94
|
|
|
(0.1
|
)%
|
|||
Non-deductible expenses
|
556
|
|
|
1.1
|
%
|
|
2
|
|
|
—
|
%
|
|
233
|
|
|
(0.3
|
)%
|
|||
Federal tax credits
|
(439
|
)
|
|
(0.9
|
)%
|
|
(242
|
)
|
|
(0.7
|
)%
|
|
(255
|
)
|
|
0.3
|
%
|
|||
Uncertain tax positions
|
(154
|
)
|
|
(0.3
|
)%
|
|
(344
|
)
|
|
(0.9
|
)%
|
|
(169
|
)
|
|
0.2
|
%
|
|||
Foreign rate differential
|
(677
|
)
|
|
(1.4
|
)%
|
|
(6
|
)
|
|
—
|
%
|
|
(311
|
)
|
|
0.4
|
%
|
|||
Worthless stock deduction
|
(868
|
)
|
|
(1.7
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Domestic manufacturer's deduction
|
(1,363
|
)
|
|
(2.7
|
)%
|
|
(795
|
)
|
|
(2.1
|
)%
|
|
(60
|
)
|
|
0.1
|
%
|
|||
Intercompany debt discharge
|
(2,389
|
)
|
|
(4.8
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other
|
45
|
|
|
—
|
%
|
|
(105
|
)
|
|
(0.3
|
)%
|
|
(69
|
)
|
|
—
|
%
|
|||
|
$
|
16,264
|
|
|
32.5
|
%
|
|
$
|
13,624
|
|
|
36.7
|
%
|
|
$
|
(2,958
|
)
|
|
3.5
|
%
|
|
2016
|
|
2015
|
||||
Depreciation
|
$
|
17,367
|
|
|
$
|
18,667
|
|
Goodwill
|
43,562
|
|
|
36,058
|
|
||
Intangible assets
|
14,731
|
|
|
19,291
|
|
||
Other
|
892
|
|
|
1,742
|
|
||
Gross deferred tax liabilities
|
76,552
|
|
|
75,758
|
|
||
Equity compensation
|
(21,439
|
)
|
|
(13,023
|
)
|
||
Other
|
(18,473
|
)
|
|
(20,847
|
)
|
||
Gross deferred tax assets
|
(39,912
|
)
|
|
(33,870
|
)
|
||
Valuation allowances
|
1,362
|
|
|
766
|
|
||
Deferred tax assets, net of valuation allowances
|
(38,550
|
)
|
|
(33,104
|
)
|
||
Net deferred tax liabilities
|
$
|
38,002
|
|
|
$
|
42,654
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance as of January 1
|
$
|
766
|
|
|
$
|
400
|
|
|
$
|
306
|
|
Cost charged to the tax provision
|
983
|
|
|
286
|
|
|
144
|
|
|||
Reductions
|
(338
|
)
|
|
(78
|
)
|
|
(50
|
)
|
|||
Purchase accounting adjustment and divestiture
|
—
|
|
|
158
|
|
|
—
|
|
|||
Currency translation
|
(49
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31
|
$
|
1,362
|
|
|
$
|
766
|
|
|
$
|
400
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Payments made for income taxes, net
|
$
|
(17,700
|
)
|
|
$
|
(11,879
|
)
|
|
$
|
(6,509
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Balance as of January 1
|
$
|
3,876
|
|
|
$
|
1,414
|
|
|
$
|
1,694
|
|
Additions for tax positions of the current year
|
33
|
|
|
148
|
|
|
180
|
|
|||
Additions for tax positions of prior years
|
—
|
|
|
2,955
|
|
|
93
|
|
|||
Reductions for tax positions of prior years for:
|
|
|
|
|
|
||||||
Settlements and changes in judgment
|
(256
|
)
|
|
(331
|
)
|
|
(154
|
)
|
|||
Lapses of applicable statute of limitations
|
—
|
|
|
(310
|
)
|
|
(399
|
)
|
|||
Divestitures and foreign currency translation
|
(187
|
)
|
|
—
|
|
|
—
|
|
|||
Balance as of December 31
|
$
|
3,466
|
|
|
$
|
3,876
|
|
|
$
|
1,414
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest and penalties recognized as income
|
$
|
(122
|
)
|
|
$
|
(87
|
)
|
|
$
|
(28
|
)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
33,719
|
|
|
$
|
23,476
|
|
|
$
|
(81,792
|
)
|
Loss from discontinued operations
|
(44
|
)
|
|
(28
|
)
|
|
(32
|
)
|
|||
Net income (loss) available to common shareholders
|
$
|
33,675
|
|
|
$
|
23,448
|
|
|
$
|
(81,824
|
)
|
Denominator for basic earnings per share:
|
|
|
|
|
|
||||||
Weighted average shares outstanding
|
31,536
|
|
|
31,233
|
|
|
31,066
|
|
|||
Denominator for diluted earnings per share:
|
|
|
|
|
|
||||||
Common stock options and restricted stock
|
533
|
|
|
312
|
|
|
—
|
|
|||
Weighted average shares and conversions
|
32,069
|
|
|
31,545
|
|
|
31,066
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Rent expense
|
$
|
13,652
|
|
|
$
|
13,959
|
|
|
$
|
12,290
|
|
2017
|
$
|
11,377
|
|
2018
|
$
|
9,315
|
|
2019
|
$
|
6,705
|
|
2020
|
$
|
3,881
|
|
2021
|
$
|
2,224
|
|
Thereafter
|
$
|
2,781
|
|
(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.
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales:
|
|
|
|
|
|
||||||
Residential Products
|
$
|
430,938
|
|
|
$
|
475,653
|
|
|
$
|
431,915
|
|
Industrial and Infrastructure Products
|
296,513
|
|
|
378,224
|
|
|
431,432
|
|
|||
Less: Intersegment sales
|
(1,495
|
)
|
|
(1,536
|
)
|
|
(1,260
|
)
|
|||
|
295,018
|
|
|
376,688
|
|
|
430,172
|
|
|||
Renewable Energy and Conservation
|
282,025
|
|
|
188,532
|
|
|
—
|
|
|||
Total consolidated net sales
|
$
|
1,007,981
|
|
|
$
|
1,040,873
|
|
|
$
|
862,087
|
|
|
|
|
|
|
|
||||||
Income (loss) from operations:
|
|
|
|
|
|
||||||
Residential Products
|
$
|
65,241
|
|
|
$
|
46,804
|
|
|
$
|
16,416
|
|
Industrial and Infrastructure Products
|
1,306
|
|
|
15,581
|
|
|
(74,634
|
)
|
|||
Renewable Energy and Conservation
|
43,214
|
|
|
12,659
|
|
|
—
|
|
|||
Unallocated Corporate Expenses
|
(36,797
|
)
|
|
(26,959
|
)
|
|
(12,199
|
)
|
|||
|
$
|
72,964
|
|
|
$
|
48,085
|
|
|
$
|
(70,417
|
)
|
Depreciation and Amortization
|
|
|
|
|
|
||||||
Residential Products
|
$
|
9,297
|
|
|
$
|
9,967
|
|
|
$
|
10,699
|
|
Industrial and Infrastructure Products
|
8,237
|
|
|
12,108
|
|
|
13,910
|
|
|||
Renewable Energy and Conservation
|
6,203
|
|
|
7,811
|
|
|
—
|
|
|||
Unallocated Corporate Expenses
|
377
|
|
|
662
|
|
|
823
|
|
|||
|
$
|
24,114
|
|
|
$
|
30,548
|
|
|
$
|
25,432
|
|
Total assets
|
|
|
|
|
|
||||||
Residential Products
|
$
|
331,975
|
|
|
$
|
363,339
|
|
|
$
|
394,092
|
|
Industrial and Infrastructure Products
|
225,691
|
|
|
273,987
|
|
|
308,150
|
|
|||
Renewable Energy and Conservation
|
207,241
|
|
|
215,211
|
|
|
—
|
|
|||
Unallocated Corporate
|
153,338
|
|
|
37,235
|
|
|
108,229
|
|
|||
|
$
|
918,245
|
|
|
$
|
889,772
|
|
|
$
|
810,471
|
|
Capital expenditures
|
|
|
|
|
|
||||||
Residential Products
|
$
|
5,182
|
|
|
$
|
3,328
|
|
|
$
|
12,731
|
|
Industrial and Infrastructure Products
|
2,060
|
|
|
4,846
|
|
|
10,425
|
|
|||
Renewable Energy and Conservation
|
3,160
|
|
|
3,871
|
|
|
—
|
|
|||
Unallocated Corporate Expenses
|
377
|
|
|
328
|
|
|
135
|
|
|||
|
$
|
10,779
|
|
|
$
|
12,373
|
|
|
$
|
23,291
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
|
|
|
|
||||||
North America
|
$
|
963,797
|
|
|
$
|
968,414
|
|
|
$
|
816,473
|
|
Europe
|
19,447
|
|
|
48,216
|
|
|
45,614
|
|
|||
Asia
|
24,737
|
|
|
24,243
|
|
|
—
|
|
|||
Total
|
$
|
1,007,981
|
|
|
$
|
1,040,873
|
|
|
$
|
862,087
|
|
|
|
|
|
|
|
||||||
Long-lived assets
|
|
|
|
|
|
||||||
North America
|
$
|
108,334
|
|
|
$
|
110,571
|
|
|
$
|
122,824
|
|
Europe
|
2,900
|
|
|
11,084
|
|
|
8,957
|
|
|||
Asia
|
992
|
|
|
1,292
|
|
|
—
|
|
|||
Total
|
$
|
112,226
|
|
|
$
|
122,947
|
|
|
$
|
131,781
|
|
|
Gibraltar
Industries, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
950,945
|
|
|
$
|
78,184
|
|
|
$
|
(21,148
|
)
|
|
$
|
1,007,981
|
|
Cost of sales
|
—
|
|
|
722,315
|
|
|
62,729
|
|
|
(21,825
|
)
|
|
763,219
|
|
|||||
Gross profit
|
—
|
|
|
228,630
|
|
|
15,455
|
|
|
677
|
|
|
244,762
|
|
|||||
Selling, general, and administrative expense
|
14,302
|
|
|
137,867
|
|
|
9,454
|
|
|
—
|
|
|
161,623
|
|
|||||
Intangible asset impairment
|
—
|
|
|
7,980
|
|
|
2,195
|
|
|
—
|
|
|
10,175
|
|
|||||
(Loss) income from operations
|
(14,302
|
)
|
|
82,783
|
|
|
3,806
|
|
|
677
|
|
|
72,964
|
|
|||||
Interest expense (income)
|
13,609
|
|
|
1,042
|
|
|
(74
|
)
|
|
—
|
|
|
14,577
|
|
|||||
Other expense (income)
|
8,716
|
|
|
(12
|
)
|
|
(300
|
)
|
|
—
|
|
|
8,404
|
|
|||||
(Loss) income before taxes
|
(36,627
|
)
|
|
81,753
|
|
|
4,180
|
|
|
677
|
|
|
49,983
|
|
|||||
(Benefit of) provision for income taxes
|
(11,768
|
)
|
|
27,551
|
|
|
481
|
|
|
—
|
|
|
16,264
|
|
|||||
(Loss) income from continuing operations
|
(24,859
|
)
|
|
54,202
|
|
|
3,699
|
|
|
677
|
|
|
33,719
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss before taxes
|
—
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|||||
Benefit of income taxes
|
—
|
|
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||||
Loss from discontinued operations
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||
Equity in earnings from subsidiaries
|
57,857
|
|
|
3,699
|
|
|
—
|
|
|
(61,556
|
)
|
|
—
|
|
|||||
Net income
|
$
|
32,998
|
|
|
$
|
57,857
|
|
|
$
|
3,699
|
|
|
$
|
(60,879
|
)
|
|
$
|
33,675
|
|
|
Gibraltar
Industries, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
960,614
|
|
|
$
|
109,984
|
|
|
$
|
(29,725
|
)
|
|
$
|
1,040,873
|
|
Cost of sales
|
—
|
|
|
785,085
|
|
|
94,949
|
|
|
(26,137
|
)
|
|
853,897
|
|
|||||
Gross profit
|
—
|
|
|
175,529
|
|
|
15,035
|
|
|
(3,588
|
)
|
|
186,976
|
|
|||||
Selling, general, and administrative expense
|
133
|
|
|
116,529
|
|
|
17,366
|
|
|
—
|
|
|
134,028
|
|
|||||
Intangible asset impairment
|
—
|
|
|
4,863
|
|
|
—
|
|
|
—
|
|
|
4,863
|
|
|||||
(Loss) income from operations
|
(133
|
)
|
|
54,137
|
|
|
(2,331
|
)
|
|
(3,588
|
)
|
|
48,085
|
|
|||||
Interest expense (income)
|
13,609
|
|
|
1,469
|
|
|
(75
|
)
|
|
—
|
|
|
15,003
|
|
|||||
Other expense (income)
|
50
|
|
|
(3,801
|
)
|
|
(267
|
)
|
|
—
|
|
|
(4,018
|
)
|
|||||
(Loss) income before taxes
|
(13,792
|
)
|
|
56,469
|
|
|
(1,989
|
)
|
|
(3,588
|
)
|
|
37,100
|
|
|||||
(Benefit of) provision for income taxes
|
(4,427
|
)
|
|
18,827
|
|
|
(776
|
)
|
|
—
|
|
|
13,624
|
|
|||||
(Loss) income from continuing operations
|
(9,365
|
)
|
|
37,642
|
|
|
(1,213
|
)
|
|
(3,588
|
)
|
|
23,476
|
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss before taxes
|
—
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||
Benefit of income taxes
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|||||
Loss from discontinued operations
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||
Equity in earnings from subsidiaries
|
36,401
|
|
|
(1,213
|
)
|
|
—
|
|
|
(35,188
|
)
|
|
—
|
|
|||||
Net income (loss)
|
$
|
27,036
|
|
|
$
|
36,401
|
|
|
$
|
(1,213
|
)
|
|
$
|
(38,776
|
)
|
|
$
|
23,448
|
|
|
Gibraltar
Industries, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Total
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
792,078
|
|
|
$
|
88,096
|
|
|
$
|
(18,087
|
)
|
|
$
|
862,087
|
|
Cost of sales
|
—
|
|
|
661,041
|
|
|
77,914
|
|
|
(16,913
|
)
|
|
722,042
|
|
|||||
Gross profit
|
—
|
|
|
131,037
|
|
|
10,182
|
|
|
(1,174
|
)
|
|
140,045
|
|
|||||
Selling, general, and administrative expense
|
128
|
|
|
95,735
|
|
|
6,629
|
|
|
—
|
|
|
102,492
|
|
|||||
Intangible asset impairment
|
—
|
|
|
107,970
|
|
|
—
|
|
|
—
|
|
|
107,970
|
|
|||||
(Loss) income from operations
|
(128
|
)
|
|
(72,668
|
)
|
|
3,553
|
|
|
(1,174
|
)
|
|
(70,417
|
)
|
|||||
Interest expense (income)
|
13,568
|
|
|
995
|
|
|
(142
|
)
|
|
—
|
|
|
14,421
|
|
|||||
Other expense (income)
|
144
|
|
|
(328
|
)
|
|
96
|
|
|
—
|
|
|
(88
|
)
|
|||||
(Loss) income before taxes
|
(13,840
|
)
|
|
(73,335
|
)
|
|
3,599
|
|
|
(1,174
|
)
|
|
(84,750
|
)
|
|||||
(Benefit of) provision for income taxes
|
(4,381
|
)
|
|
753
|
|
|
670
|
|
|
—
|
|
|
(2,958
|
)
|
|||||
(Loss) income from continuing operations
|
(9,459
|
)
|
|
(74,088
|
)
|
|
2,929
|
|
|
(1,174
|
)
|
|
(81,792
|
)
|
|||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss before taxes
|
—
|
|
|
(51
|
)
|
|
—
|
|
|
—
|
|
|
(51
|
)
|
|||||
Benefit of income taxes
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|
(19
|
)
|
|||||
Loss from discontinued operations
|
—
|
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
(32
|
)
|
|||||
Equity in earnings from subsidiaries
|
(71,191
|
)
|
|
2,929
|
|
|
—
|
|
|
68,262
|
|
|
—
|
|
|||||
Net (loss) income
|
$
|
(80,650
|
)
|
|
$
|
(71,191
|
)
|
|
$
|
2,929
|
|
|
$
|
67,088
|
|
|
$
|
(81,824
|
)
|
|
Gibraltar
Industries, Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Net income
|
$
|
32,998
|
|
|
$
|
57,857
|
|
|
$
|
3,699
|
|
|
$
|
(60,879
|
)
|
|
$
|
33,675
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
6,945
|
|
|
—
|
|
|
6,945
|
|
|||||
Adjustment to retirement benefit liability, net of tax
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||
Adjustment to post-retirement healthcare benefit liability, net of tax
|
—
|
|
|
695
|
|
|
—
|
|
|
—
|
|
|
695
|
|
|||||
Other comprehensive income
|
—
|
|
|
750
|
|
|
6,945
|
|
|
—
|
|
|
7,695
|
|
|||||
Total comprehensive income
|
$
|
32,998
|
|
|
$
|
58,607
|
|
|
$
|
10,644
|
|
|
$
|
(60,879
|
)
|
|
$
|
41,370
|
|
|
Gibraltar
Industries, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Total
|
||||||||||
Net income (loss)
|
$
|
27,036
|
|
|
$
|
36,401
|
|
|
$
|
(1,213
|
)
|
|
$
|
(38,776
|
)
|
|
$
|
23,448
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(6,228
|
)
|
|
—
|
|
|
(6,228
|
)
|
|||||
Unrealized loss on cash flow hedges, net of tax
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|||||
Adjustment to retirement benefit liability, net of tax
|
—
|
|
|
34
|
|
|
15
|
|
|
—
|
|
|
49
|
|
|||||
Adjustment to post-retirement healthcare benefit liability, net of tax
|
—
|
|
|
171
|
|
|
—
|
|
|
—
|
|
|
171
|
|
|||||
Other comprehensive (loss) income
|
—
|
|
|
348
|
|
|
(6,213
|
)
|
|
—
|
|
|
(5,865
|
)
|
|||||
Total comprehensive income (loss)
|
$
|
27,036
|
|
|
$
|
36,749
|
|
|
$
|
(7,426
|
)
|
|
$
|
(38,776
|
)
|
|
$
|
17,583
|
|
|
Gibraltar
Industries, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Total
|
||||||||||
Net (loss) income
|
$
|
(80,650
|
)
|
|
$
|
(71,191
|
)
|
|
$
|
2,929
|
|
|
$
|
67,088
|
|
|
$
|
(81,824
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(4,364
|
)
|
|
—
|
|
|
(4,364
|
)
|
|||||
Adjustment to retirement benefit liability, net of tax
|
—
|
|
|
3
|
|
|
(27
|
)
|
|
—
|
|
|
(24
|
)
|
|||||
Adjustment to post-retirement healthcare benefit liability, net of tax
|
—
|
|
|
(1,435
|
)
|
|
—
|
|
|
—
|
|
|
(1,435
|
)
|
|||||
Unrealized loss on cash flow hedges, net of tax
|
—
|
|
|
(143
|
)
|
|
—
|
|
|
—
|
|
|
(143
|
)
|
|||||
Other comprehensive loss
|
—
|
|
|
(1,575
|
)
|
|
(4,391
|
)
|
|
—
|
|
|
(5,966
|
)
|
|||||
Total comprehensive loss
|
$
|
(80,650
|
)
|
|
$
|
(72,766
|
)
|
|
$
|
(1,462
|
)
|
|
$
|
67,088
|
|
|
$
|
(87,790
|
)
|
|
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
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
39,597
|
|
|
$
|
29,261
|
|
|
$
|
—
|
|
|
$
|
68,858
|
|
Accounts receivable, net
|
—
|
|
|
142,674
|
|
|
22,295
|
|
|
—
|
|
|
164,969
|
|
|||||
Intercompany balances
|
15,023
|
|
|
12,033
|
|
|
(27,056
|
)
|
|
—
|
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
99,132
|
|
|
7,926
|
|
|
—
|
|
|
107,058
|
|
|||||
Other current assets
|
4,535
|
|
|
2,957
|
|
|
3,045
|
|
|
—
|
|
|
10,537
|
|
|||||
Total current assets
|
19,558
|
|
|
296,393
|
|
|
35,471
|
|
|
—
|
|
|
351,422
|
|
|||||
Property, plant, and equipment, net
|
—
|
|
|
106,413
|
|
|
12,519
|
|
|
—
|
|
|
118,932
|
|
|||||
Goodwill
|
—
|
|
|
270,017
|
|
|
22,373
|
|
|
—
|
|
|
292,390
|
|
|||||
Acquired intangibles
|
—
|
|
|
111,734
|
|
|
11,279
|
|
|
—
|
|
|
123,013
|
|
|||||
Other assets
|
—
|
|
|
4,015
|
|
|
—
|
|
|
—
|
|
|
4,015
|
|
|||||
Investment in subsidiaries
|
603,208
|
|
|
54,792
|
|
|
—
|
|
|
(658,000
|
)
|
|
—
|
|
|||||
|
$
|
622,766
|
|
|
$
|
843,364
|
|
|
$
|
81,642
|
|
|
$
|
(658,000
|
)
|
|
$
|
889,772
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
—
|
|
|
$
|
81,551
|
|
|
$
|
7,653
|
|
|
$
|
—
|
|
|
$
|
89,204
|
|
Accrued expenses
|
5,127
|
|
|
55,363
|
|
|
7,115
|
|
|
—
|
|
|
67,605
|
|
|||||
Billings in excess of cost
|
—
|
|
|
20,548
|
|
|
7,638
|
|
|
—
|
|
|
28,186
|
|
|||||
Current maturities of long-term debt
|
—
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
400
|
|
|||||
Total current liabilities
|
5,127
|
|
|
157,862
|
|
|
22,406
|
|
|
—
|
|
|
185,395
|
|
|||||
Long-term debt
|
207,553
|
|
|
1,329
|
|
|
—
|
|
|
—
|
|
|
208,882
|
|
|||||
Deferred income taxes
|
—
|
|
|
38,763
|
|
|
3,891
|
|
|
—
|
|
|
42,654
|
|
|||||
Other non-current liabilities
|
—
|
|
|
42,202
|
|
|
553
|
|
|
—
|
|
|
42,755
|
|
|||||
Shareholders’ equity
|
410,086
|
|
|
603,208
|
|
|
54,792
|
|
|
(658,000
|
)
|
|
410,086
|
|
|||||
|
$
|
622,766
|
|
|
$
|
843,364
|
|
|
$
|
81,642
|
|
|
$
|
(658,000
|
)
|
|
$
|
889,772
|
|
|
Gibraltar
Industries,
Inc.
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Total
|
||||||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(34,243
|
)
|
|
$
|
139,641
|
|
|
$
|
17,340
|
|
|
$
|
—
|
|
|
$
|
122,738
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(10,321
|
)
|
|
(458
|
)
|
|
—
|
|
|
(10,779
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(23,412
|
)
|
|
—
|
|
|
—
|
|
|
(23,412
|
)
|
|||||
Net proceeds from sale of property and equipment
|
—
|
|
|
230
|
|
|
723
|
|
|
—
|
|
|
953
|
|
|||||
Net proceeds from sale of business
|
—
|
|
|
—
|
|
|
8,250
|
|
|
—
|
|
|
8,250
|
|
|||||
Other, net
|
—
|
|
|
1,118
|
|
|
—
|
|
|
—
|
|
|
1,118
|
|
|||||
Net cash (used in) provided by investing activities
|
—
|
|
|
(32,385
|
)
|
|
8,515
|
|
|
—
|
|
|
(23,870
|
)
|
|||||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt payments
|
—
|
|
|
(400
|
)
|
|
—
|
|
|
—
|
|
|
(400
|
)
|
|||||
Payment of debt issuance costs
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|
(54
|
)
|
|||||
Purchase of treasury stock at market prices
|
(1,539
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,539
|
)
|
|||||
Intercompany financing
|
31,192
|
|
|
(2,573
|
)
|
|
(28,619
|
)
|
|
—
|
|
|
—
|
|
|||||
Excess tax benefit from stock compensation
|
1,249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,249
|
|
|||||
Net proceeds from issuance of common stock
|
3,341
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,341
|
|
|||||
Net cash provided by (used in) financing activities
|
34,243
|
|
|
(3,027
|
)
|
|
(28,619
|
)
|
|
—
|
|
|
2,597
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(146
|
)
|
|
—
|
|
|
(146
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
104,229
|
|
|
(2,910
|
)
|
|
—
|
|
|
101,319
|
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
39,597
|
|
|
29,261
|
|
|
—
|
|
|
68,858
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
143,826
|
|
|
$
|
26,351
|
|
|
$
|
—
|
|
|
$
|
170,177
|
|
|
Gibraltar
Industries, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Total
|
||||||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities
|
$
|
(13,309
|
)
|
|
$
|
94,440
|
|
|
$
|
5,553
|
|
|
$
|
—
|
|
|
$
|
86,684
|
|
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of property, plant, and equipment
|
—
|
|
|
(11,754
|
)
|
|
(619
|
)
|
|
—
|
|
|
(12,373
|
)
|
|||||
Cash paid for acquisitions, net of cash acquired
|
—
|
|
|
(114,145
|
)
|
|
(26,476
|
)
|
|
—
|
|
|
(140,621
|
)
|
|||||
Net proceeds from sale of property and equipment
|
—
|
|
|
26,500
|
|
|
—
|
|
|
—
|
|
|
26,500
|
|
|||||
Other, net
|
—
|
|
|
1,154
|
|
|
—
|
|
|
—
|
|
|
1,154
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(98,245
|
)
|
|
(27,095
|
)
|
|
—
|
|
|
(125,340
|
)
|
|||||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt payments
|
—
|
|
|
(73,642
|
)
|
|
—
|
|
|
—
|
|
|
(73,642
|
)
|
|||||
Proceeds from long-term debt
|
—
|
|
|
73,242
|
|
|
—
|
|
|
—
|
|
|
73,242
|
|
|||||
Payment of debt issuance costs
|
—
|
|
|
(1,166
|
)
|
|
—
|
|
|
—
|
|
|
(1,166
|
)
|
|||||
Purchase of treasury stock at market prices
|
(956
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(956
|
)
|
|||||
Intercompany financing
|
11,927
|
|
|
(46,498
|
)
|
|
34,571
|
|
|
—
|
|
|
—
|
|
|||||
Excess tax benefit from stock compensation
|
537
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
537
|
|
|||||
Net proceeds from issuance of common stock
|
1,801
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,801
|
|
|||||
Net cash provided by (used in) financing activities
|
13,309
|
|
|
(48,064
|
)
|
|
34,571
|
|
|
—
|
|
|
(184
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(2,912
|
)
|
|
—
|
|
|
(2,912
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
|
(51,869
|
)
|
|
10,117
|
|
|
—
|
|
|
(41,752
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
91,466
|
|
|
19,144
|
|
|
—
|
|
|
110,610
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
39,597
|
|
|
$
|
29,261
|
|
|
$
|
—
|
|
|
$
|
68,858
|
|
|
Gibraltar
Industries, Inc. |
|
Guarantor
Subsidiaries |
|
Non-Guarantor
Subsidiaries |
|
Eliminations
|
|
Total
|
||||||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash (used in) provided by operating activities of continuing operations
|
$
|
(13,437
|
)
|
|
$
|
40,820
|
|
|
$
|
5,200
|
|
|
$
|
—
|
|
|
$
|
32,583
|
|
Net cash used in operating activities of discontinued operations
|
—
|
|
|
(41
|
)
|
|
—
|
|
|
—
|
|
|
(41
|
)
|
|||||
Net cash (used in) provided by operating activities
|
(13,437
|
)
|
|
40,779
|
|
|
5,200
|
|
|
—
|
|
|
32,542
|
|
|||||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Other investing activities
|
—
|
|
|
277
|
|
|
—
|
|
|
—
|
|
|
277
|
|
|||||
Purchases of property, plant, and equipment
|
—
|
|
|
(19,286
|
)
|
|
(4,005
|
)
|
|
—
|
|
|
(23,291
|
)
|
|||||
Net proceeds from sale of property and equipment
|
—
|
|
|
5,989
|
|
|
3
|
|
|
—
|
|
|
5,992
|
|
|||||
Net cash used in investing activities
|
—
|
|
|
(13,020
|
)
|
|
(4,002
|
)
|
|
—
|
|
|
(17,022
|
)
|
|||||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt payments
|
—
|
|
|
(407
|
)
|
|
—
|
|
|
—
|
|
|
(407
|
)
|
|||||
Payment of debt issuance costs
|
—
|
|
|
(35
|
)
|
|
—
|
|
|
—
|
|
|
(35
|
)
|
|||||
Purchase of treasury stock at market prices
|
(575
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(575
|
)
|
|||||
Intercompany financing
|
13,317
|
|
|
(11,707
|
)
|
|
(1,610
|
)
|
|
—
|
|
|
—
|
|
|||||
Tax benefit from equity compensation
|
100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||
Net proceeds from issuance of common stock
|
595
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
595
|
|
|||||
Net cash provided by (used in) financing activities
|
13,437
|
|
|
(12,149
|
)
|
|
(1,610
|
)
|
|
—
|
|
|
(322
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(1,627
|
)
|
|
—
|
|
|
(1,627
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
—
|
|
|
15,610
|
|
|
(2,039
|
)
|
|
—
|
|
|
13,571
|
|
|||||
Cash and cash equivalents at beginning of year
|
—
|
|
|
75,856
|
|
|
21,183
|
|
|
—
|
|
|
97,039
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
—
|
|
|
$
|
91,466
|
|
|
$
|
19,144
|
|
|
$
|
—
|
|
|
$
|
110,610
|
|
|
2016 Quarters Ended
|
||||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Total
|
||||||||||
Net sales
|
$
|
237,671
|
|
|
$
|
265,738
|
|
|
$
|
272,734
|
|
|
$
|
231,838
|
|
|
$
|
1,007,981
|
|
Gross profit
|
$
|
54,150
|
|
|
$
|
68,843
|
|
|
$
|
67,887
|
|
|
$
|
53,882
|
|
|
$
|
244,762
|
|
Income from operations
|
$
|
17,601
|
|
|
$
|
28,416
|
|
|
$
|
26,363
|
|
|
$
|
584
|
|
|
$
|
72,964
|
|
Interest expense
|
$
|
3,691
|
|
|
$
|
3,666
|
|
|
$
|
3,625
|
|
|
$
|
3,595
|
|
|
$
|
14,577
|
|
Net income (loss) from continuing operations
|
$
|
9,029
|
|
|
$
|
18,612
|
|
|
$
|
13,786
|
|
|
$
|
(7,708
|
)
|
|
$
|
33,719
|
|
Net loss from discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(44
|
)
|
|
$
|
(44
|
)
|
Total net income (loss)
|
$
|
9,029
|
|
|
$
|
18,612
|
|
|
$
|
13,786
|
|
|
$
|
(7,752
|
)
|
|
$
|
33,675
|
|
Income (loss) per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.29
|
|
|
$
|
0.59
|
|
|
$
|
0.44
|
|
|
$
|
(0.24
|
)
|
|
$
|
1.07
|
|
Diluted
|
$
|
0.28
|
|
|
$
|
0.58
|
|
|
$
|
0.43
|
|
|
$
|
(0.24
|
)
|
|
$
|
1.05
|
|
Loss per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2015 Quarters Ended
|
||||||||||||||||||
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
|
Total
|
||||||||||
Net sales
|
$
|
200,615
|
|
|
$
|
253,171
|
|
|
$
|
304,994
|
|
|
$
|
282,093
|
|
|
$
|
1,040,873
|
|
Gross profit
|
$
|
29,915
|
|
|
$
|
44,119
|
|
|
$
|
61,396
|
|
|
$
|
51,546
|
|
|
$
|
186,976
|
|
Income from operations
|
$
|
8,970
|
|
|
$
|
11,201
|
|
|
$
|
23,394
|
|
|
$
|
4,520
|
|
|
$
|
48,085
|
|
Interest expense
|
$
|
3,700
|
|
|
$
|
3,811
|
|
|
$
|
3,878
|
|
|
$
|
3,614
|
|
|
$
|
15,003
|
|
Net income from continuing operations
|
$
|
5,537
|
|
|
$
|
4,087
|
|
|
$
|
13,632
|
|
|
$
|
220
|
|
|
$
|
23,476
|
|
Net loss from discontinued operations
|
$
|
(28
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(28
|
)
|
Total net income
|
$
|
5,509
|
|
|
$
|
4,087
|
|
|
$
|
13,632
|
|
|
$
|
220
|
|
|
$
|
23,448
|
|
Income per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
0.18
|
|
|
$
|
0.13
|
|
|
$
|
0.44
|
|
|
$
|
0.01
|
|
|
$
|
0.75
|
|
Diluted
|
$
|
0.18
|
|
|
$
|
0.13
|
|
|
$
|
0.43
|
|
|
$
|
0.01
|
|
|
$
|
0.74
|
|
Loss per share from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Diluted
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 10.
|
Directors, Executive Officers, and Corporate Governance
|
Item 11.
|
Executive Compensation
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence
|
Item 14.
|
Principal Accounting Fees and Services
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
|
(a)
|
Documents filed as part of this report:
|
|||
|
|
|
|
||
|
|
(1)
|
The following financial statements are included:
|
||
|
|
|
|
|
|
|
|
|
|
(i)
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
|
(ii)
|
Consolidated Statements of Operations for the Years Ended December 31, 2016, 2015, and 2014
|
|
|
|
|
|
|
|
|
|
|
(iii)
|
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2016, 2015, and 2014
|
|
|
|
|
|
|
|
|
|
|
(iv)
|
Consolidated Balance Sheets as of December 31, 2016 and 2015
|
|
|
|
|
|
|
|
|
|
|
(v)
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016, 2015, and 2014
|
|
|
|
|
|
|
|
|
|
|
(vi)
|
Consolidated Statements of Shareholders’ Equity and Comprehensive Income for the Years Ended December 31, 2016, 2015, and 2014
|
|
|
|
|
|
|
|
|
|
|
(vii)
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
(2)
|
The following financial statement schedules for the years ended December 31, 2016, 2015, and 2014 are included in this Annual Report on Form 10-K:
|
||
|
|
|
|
|
|
|
|
|
|
(i)
|
Quarterly Unaudited Financial Data (included in notes to consolidated financial statements)
|
|
|
|
|
|
|
|
|
|
Schedules other than those listed above are omitted because the conditions requiring their filing do not exist, or because the required information is provided in the consolidated financial statements, including the notes thereto.
|
||
|
|
|
|
||
|
|
(3)
|
Exhibits: the index of exhibits to this Annual Report on Form 10-K included herein is set forth on the attached Exhibit Index beginning on page 93.
|
||
|
|
|
|
|
|
|
(b)
|
Other Information:
|
|||
|
|
|
|
||
|
|
|
Not applicable
|
|
|
|
|
|
GIBRALTAR INDUSTRIES, INC.
|
||
|
By
|
|
/s/ Frank G. Heard
|
|
|
|
Frank G. Heard
|
|
|
|
President and
Chief Executive Officer
|
|
|
|
Dated: February 21, 2017
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
||
/s/ Frank G. Heard
|
|
President, Chief Executive Officer (principal executive officer) and Director
|
|
February 21, 2017
|
Frank G. Heard
|
|
|
|
|
|
|
|
||
/s/ Kenneth W. Smith
|
|
Senior Vice President and Chief Financial Officer (principal financial and accounting officer)
|
|
February 21, 2017
|
Kenneth W. Smith
|
|
|
|
|
|
|
|
|
|
/s/ William P. Montague
|
|
Chairman of the Board
|
|
February 21, 2017
|
William P. Montague
|
|
|
|
|
|
|
|
||
/s/ Sharon M. Brady
|
|
Director
|
|
February 21, 2017
|
Sharon M. Brady
|
|
|
|
|
|
|
|
||
/s/ Jane L. Corwin
|
|
Director
|
|
February 21, 2017
|
Jane L. Corwin
|
|
|
|
|
|
|
|
||
/s/ Craig A. Hindman
|
|
Director
|
|
February 21, 2017
|
Craig A. Hindman
|
|
|
|
|
|
|
|
|
|
/s/ Vinod M. Khilnani
|
|
Director
|
|
February 21, 2017
|
Vinod M. Khilnani
|
|
|
|
|
|
|
|
|
|
/s/ James B. Nish
|
|
Director
|
|
February 21, 2017
|
James B. Nish
|
|
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
3.1
|
|
Certificate of Incorporation of registrant (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-4 (Registration No. 333-135908)), as amended by Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed May 22, 2012 (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed May 22, 2012), and further amended by Certification of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 11, 2015 (incorporated by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed May 12, 2015)
|
|
|
|
3.2
|
|
Amended and Restated By Laws of Gibraltar Industries, Inc. effective January 1, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on January 5, 2015)
|
|
|
|
4.1
|
|
Specimen Common Share Certificate (incorporated by reference number to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (Registration No. 33-69304))
|
|
|
|
4.2
|
|
Indenture for 6.25% Notes dated as of January 31, 2013, among the Company, the Guarantors (as defined therein) and the Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 1, 2013).
|
|
|
|
10.1*
|
|
Employment Agreement dated as of May 9, 2014 between the Registrant and Frank G. Heard (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 15, 2014), as amended by Employment Agreement, dated January 1, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed January 5, 2015)
|
|
|
|
10.2*
|
|
Change in Control Agreement between the Company and Frank G. Heard dated January 1, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 5, 2015)
|
|
|
|
10.3*
|
|
Change in Control Agreement between the Company and Kenneth W. Smith (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed February 24, 2009)
|
|
|
|
10.4*
|
|
Gibraltar 401(k) Plan Amendment and Restatement Effective October 1, 2004 as amended by the First, Second, and Third Amendments to the Amendment and Restatement Effective October 1, 2004 (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004)
|
|
|
|
10.5*
|
|
Gibraltar Deferred Compensation Plan Amended and Restated, effective January 1, 2009 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed February 24, 2009)
|
|
|
|
10.6*
|
|
Amended and Restated Gibraltar Industries, Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 21, 2006), as amended by Second Amendment to Third Amendment and Restatement of Equity Incentive Plan, dated May 7, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 12, 2015)
|
|
|
|
10.7*
|
|
Gibraltar Industries, Inc. Omnibus Code Section 409A Compliance Policy, dated December 30, 2008 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed January 6, 2009)
|
|
|
|
10.8*
|
|
Summary Description of Annual Management Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 24, 2009)
|
|
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
10.9*
|
|
Fifth Amended and Restated Credit Agreement dated December 9, 2015 among Gibraltar Industries, Inc. and Gibraltar Steel Corporation of New York, as borrowers, the lenders parties thereto, Key Bank National Association, as administrative agent, KeyBank Capital Markets Inc. as joint lead arranger, JPMorgan Chase Bank, N.A., as joint lead arranger, Bank of America, N.A., as co-documentation agent, M&T Bank, as co-documentation agent, Citizens Bank, N.A., as co-documentation agent, and PNC Bank, National Association, as co-documentation agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed December 15, 2015)
|
|
|
|
10.10*
|
|
Gibraltar Industries, Inc. 2015 Equity Incentive Plan dated December 31, 2015 (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed January 7, 2016)
|
|
|
|
10.11*
|
|
Gibraltar Industries, Inc. 2015 Management Stock Purchase Plan dated May 7, 2015 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed May 12, 2015), as amended by Management Stock Purchase Plan dated December 31, 2015 (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed January 7, 2016), and further amended by the Gibraltar Industries, Inc. Management Stock Purchase Plan Second Amendment dated January 28, 2016 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 28, 2016)
|
|
|
|
10.12*
|
|
Gibraltar Industries, Inc. 2015 Equity Incentive Plan Form of Award of Restricted Stock dated May 7, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed May 12, 2015)
|
|
|
|
10.13*
|
|
Gibraltar Industries, Inc. 2015 Equity Incentive Plan Form of Award of Performance Units dated December 31, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 3, 2017)
|
|
|
|
10.14*
|
|
Gibraltar Industries, Inc. 2015 Equity Incentive Plan Form of Award of Non-Qualified Options dated December 31, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed January 7, 2016)
|
|
|
|
10.15*
|
|
Gibraltar Industries, Inc. 2015 Equity Incentive Plan Form of Award of Restricted Units dated December 31, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed February 5, 2016)
|
|
|
|
10.16*
|
|
Gibraltar Industries, Inc. 2015 Equity Incentive Plan Form of Award of Restricted Units dated December 31, 2015 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed February 5, 2016)
|
|
|
|
10.17*
|
|
Gibraltar Industries, Inc. 2016 Stock Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 10, 2016)
|
|
|
|
10.18*
|
|
Gibraltar Industries, Inc. Non-Employee Director Stock Deferral Plan (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 10, 2016)
|
|
|
|
21
|
|
Subsidiaries of the Registrant
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
31.1
|
|
Certification of President and Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2
|
|
Certification of Senior Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1
|
|
Certification of 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
|
Exhibit
Number
|
|
Exhibit
|
|
|
|
32.2
|
|
Certification of 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
|
|
|
|
101.INS
|
|
XBRL Instance Document **
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document**
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document**
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document **
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document **
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document **
|
*
|
Document is a management contract or compensatory plan or agreement.
|
**
|
Submitted electronically with this Annual Report on Form 10-K.
|
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