UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 7, 2005
__________________________
GIBRALTAR INDUSTRIES, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
Delaware 0-22462 16-1445150
_________________ ______________ ______________
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
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
_________________________
The Registrant filed a Form 8-K on October 7, 2005, reporting, among other
things, the Registrant's acquisition of Alabama Metal Industries Corporation
("AMICO"). The Registrant did not file financial statements of AMICO or any pro
forma financial information at that time in accordance with the authority
granted by Item 9.01 of Form 8-K. Subsequently the Registrant filed audited,
consolidated financial statements of AMICO as of and for the years ended
December 31, 2003 and 2004 on a Form 8-K/A dated and filed on the date hereof.
The Registrant is now filing AMICO's unaudited, consolidated financial
statements for the nine months ended September 30, 2004 and 2005 on this Form
8-K/A. The Registrant expects to file the pro forma financial information
required by Item 9.01(b), as soon as reasonably practicable, and in any event
within 71 days after the date the initial Form 8-K in the matter was required to
be filed. The Registrant therefore hereby amends the following items of its Form
8-K filed October 7, 2005 as follows:
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired.
1. Alabama Metal Industries Corporation and Subsidiaries Audited
Financial Statements
(i) Independent Auditors' Report
(ii) Consolidated balance sheets as of December 31, 2004 and 2003
(iii) Consolidated statements of operations for years ended December
31, 2004 and 2003
(iv) Consolidated statements of stockholders' equity for the years
ended December 31, 2004 and 2003
(v) Consolidated statements of cash flows for the years ended
December 31, 2004 and 2003
2. Alabama Metal Industries Corporation Unaudited Condensed Consolidated
Financial Statements
(i) Condensed Consolidated balance sheets as of September 30, 2004
and 2005
(ii) Condensed Consolidated statements of operations for nine months
ended September 30, 2004 and 2005
(iii) Condensed Consolidated statements of cash flows for the nine
months ended September 30, 2004 and 2005
(b) Pro Forma Financial Information. The pro forma financial information
required to be filed by item 9.01(b) to Form 8-K shall be filed as soon
as practicable, and in any event within 71 days after the date the
initial From 8-K in the matter was required to be filed.
(c) Exhibits.
10.1 Term Loan Agreement among Gibraltar Industries, Inc., Gibraltar
Steel Corporation of New York, KeyBank National Association and
the lenders named therein, dated as of October 3, 2005*
99.1 Press Release issued October 3, 2005*
99.2 Alabama Metal Industries Corporation and Subsidiaries Audited
Consolidated Financial Statements*
99.3 Alabama Metal Industries Corporation and Subsidiaries
Unaudited Condensed Consolidated Financial Statements
___________________
* Previously filed
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 14, 2005
GIBRALTAR INDUSTRIES, INC.
/S/ David W. Kay
___________________
Name: David W. Kay
Title: Chief Financial Officer
EXHIBIT INDEX.
10.1 Term Loan Agreement among Gibraltar Industries, Inc., Gibraltar
Steel Corporation of New York, KeyBank National Association and the
lenders named therein, dated as of October 3, 2005*
99.1 Press Release issued October 3, 2005*
99.2 Alabama Metal Industries Corporation and Subsidiaries Audited
Consolidated Financial Statements*
99.3 Alabama Metal Industries Corporation and Subsidiaries Unaudited
Condensed Consolidated Financial Statements
_____________________
* Previously filed
Exhibit 99.3
ALABAMA METAL INDUSTRIES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2005 AND DECEMBER 31, 2004
IN THOUSANDS
ASSETS SEPTEMBER 30, DECEMBER 31,
2005 2004
Unaudited
Current assets
Cash and cash equivalents $ 3,429 $ 2,520
Accounts receivable, less allowance for doubtful accounts
of $286 and $207 at September 30, 2005 and December 31, 2004, respectively 41,070 30,462
Income taxes receivable - 5,741
Inventories 24,327 29,735
Prepaid expenses and other assets 1,107 557
Deferred income taxes 1,167 1,167
Assets held for sale 246 246
_________ __________
Total current assets 71,346 70,428
Property and equipment - net 41,993 43,273
Goodwill 7,022 7,022
Other assets 3,059 3,097
_________ __________
Total $ 123,420 $ 123,820
_________ __________
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 15,903 $ 16,100
Accrued expenses 7,014 10,209
Income taxes payable 4,012 -
Notes payable-revolver 6,640 4,827
Current portion of long term debt - 11,517
_________ __________
Total current liabilities 33,569 42,653
Deferred income taxes 6,113 6,062
Long-term debt 11,691 26,900
Other liabilities 1,410 1,489
_________ __________
Total liabilities 52,783 77,104
Commitments and contingencies (Note 7)
Stockholders' equity
Common stock, par value $.01 per share; authorized 40,000 shares;
issued and outstanding 12,363 shares, net of treasury shares - -
Additional paid in capital 19,078 19,078
Retained earnings 73,562 49,909
Treasury stock, 25,325 shares, at cost (23,547) (23,547)
Accumulated other comprehensive income 1,544 1,276
_________ __________
Total stockholders' equity 70,637 46,716
_________ __________
TOTAL $ 123,420 $ 123,820
_________ __________
See notes to consolidated financial statements.
ALABAMA METAL INDUSTRIES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
IN THOUSANDS
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
2005 2004
NET SALES $ 239,815 $ 218,708
COST OF SALES 174,331 157,159
_________ __________
GROSS PROFIT 65,484 61,549
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 23,530 26,460
_________ __________
OPERATING INCOME 41,954 35,089
OTHER EXPENSE 72 138
INTEREST EXPENSE 3,478 3,867
_________ __________
INCOME BEFORE INCOME TAXES 38,404 31,084
INCOME TAXES 14,751 11,549
_________ __________
NET INCOME $ 23,653 $ 19,535
_________ __________
See notes to consolidated financial statements.
ALABAMA METAL INDUSTRIES CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
IN THOUSANDS
(UNAUDITED)
NINE MONTHS ENDED
SEPTEMBER 30,
2005 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 23,653 $ 19,535
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 4,240 4,300
Deferred taxes 51 528
Amortization of debt discount 89 315
Changes in assets and liabilities which provided (used) cash:
Accounts receivable (10,608) (12,247)
Inventories 5,408 (9,423)
Prepaid expenses and other assets (601) (4,765)
Accounts payable and accrued expenses 6,361 8,704
Other liabilities (79) (155)
________ _______
Net cash provided by operating activities 28,514 6,792
________ _______
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of EMCI - (3,298)
Capital expenditures (2,960) (1,590)
________ _______
Net cash used in investing activities (2,960) (4,888)
________ _______
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under notes payable-revolver 1,813 2,643
Repayment of long-term debt (26,726) (2,548)
________ _______
Net cash (used in) provided by financing activities (24,913) 95
________ _______
EFFECT OF EXCHANGE RATE CHANGES ON CASH
AND CASH EQUIVALENTS 268 218
________ _______
NET INCREASE IN CASH AND CASH EQUIVALENTS 909 2,217
CASH AND CASH EQUIVALENTS-Beginning of period 2,520 1,535
________ _______
CASH AND CASH EQUIVALENTS-End of period $ 3,429 $ 3,752
________ _______
See notes to consolidated financial statements.
ALABAMA METAL INDUSTRIES CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
AMOUNTS IN THOUSANDS
(UNAUDITED)
1. BASIS OF PRESENTATION
The interim condensed consolidated financial statements are unaudited.
These statements include all adjustments considered necessary by
management to present a fair statement of the results of operations,
financial position and cash flows. Such adjustments are of a normal,
recurring nature. The results reported in these unaudited condensed
consolidated financial statements should not be regarded as necessarily
indicative of results that may be expected for the entire year. The
unaudited condensed consolidated financial statements included herein
should be read in conjunction with the audited Consolidated Financial
Statements and related notes for the fiscal years ended December 31,
2004 and 2003.
2. RECENT ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standard (SFAS) No. 123 (Revised 2004) (SFAS No.
123R), Share-Based Payment, in December 2004. SFAS No. 123R is a
revision of FASB Statement 123, Accounting for Stock-Based Compensation
and supersedes APB Opinion No. 25, Accounting for Stock Issued to
Employees and its related implementation guidance. The Statement
focuses primarily on accounting for transactions in which an entity
obtains employee services in share-based payment transactions. SFAS No.
123R requires a public entity to measure the cost of employee services
received in exchange for an award of equity instruments based on the
grant-date fair value of the award (with limited exceptions). That cost
will be recognized over the period during which an employee is required
to provide service in exchange for the award. This statement is
effective as of the beginning of the first annual reporting period that
begins after June 15, 2005 and the Company will adopt the standard in
2006. The Company has not determined the impact, if any, that this
statement will have on its consolidated financial position or results
of operations.
In November 2004, the FASB issued SFAS No. 151, Inventory Costs; an
amendment of ARB No. 43, Chapter 4, (SFAS 151) which clarifies the
types of costs that should be expensed rather than capitalized as
inventory. This statement also clarifies the circumstances under which
fixed overhead costs associated with operating facilities involved in
inventory processing should be capitalized. The provisions of SFAS No.
151 are effective for fiscal years beginning after June 15, 2005 and
the Company will adopt this standard in the first quarter of fiscal
2006. The Company has not determined the impact, if any, that this
statement will have on its consolidated financial position or results
of operations.
3. INVENTORIES
Inventories consist of the following at September 30, 2005 and
December 31, 2004:
September 30, December 31,
2005 2004
_______________ _____________
Raw materials $ 12,233 $ 6,266
Work-in-process 532 630
Finished goods 11,562 22,838
_________ ________
Total $ 24,327 $ 29,735
_________ ________
If the FIFO method of inventory accounting had been used for inventory
valuation purposes instead of the LIFO method, inventories would have
increased by $8,488 and $15,855 at September 30, 2005 and December 31,
2004, respectively. In addition, for the nine-month periods ended
September 30, 2005 and 2004, if the FIFO method had been used, cost of
sales would have increased by $7,367 and decreased by $13,529,
respectively, and income before taxes would have decreased by $7,367
and increased by $13,529, respectively.
4. LONG-TERM DEBT
The balance of the long-term debt at September 30, 2005 and
December 31, 2004 is as follows:
September 30, December 31,
2005 2004
_____________ ____________
Term loan to bank $ - $11,189
Subordinated note payable to bank 11,691 26,238
Installment loan - 990
_______ _______
Total $11,691 $38,417
_______ _______
During 2005, the Company paid approximately $26,726 related to its
long-term debt. The subordinated note payable to the bank is due
December 2008.
5. COMPREHENSIVE INCOME
Total comprehensive income is shown in the following table:
Nine months ended
September 30,
____________________
2005 2004
_______ _______
Net income $23,653 $19,535
Other comprehensive income (loss)
Foreign currency translation adjustment 268 218
_______ _______
Total comprehensive income $23,921 $19,753
_______ _______
6. INCOME TAXES
In December 2004, the Financial Accounting Standards Board ("FASB")
issued Staff Position No. 109-1, Application of FASB Statement No. 109,
Accounting for Income Taxes, to the Tax Deduction of Qualified
Production Activities Provided by the American Jobs Creation Act of
2004 ("FSP FAS 109-1"). FSP FAS 109-1 states that the qualified
production activities deduction should be accounted for as a special
deduction and the special deduction should be considered in measuring
deferred taxes when graduated tax rates are a significant factor and
assessing whether a valuation allowance is necessary. The Company is
currently evaluating the effects FSP FAS 109-1 will have on its
consolidated financial statements.
In December 2004, the FASB issued Staff Position No. 109-2, Accounting
and Disclosure Guidance for the Foreign Earnings Repatriation Provision
within the American Jobs Creation Act of 2004 ("FSP FAS 109-2"). FSP
FAS 109-2 provides for a special one-time dividends received deduction
on the repatriation of certain foreign earnings to a U.S. taxpayer
(repatriation provision), provided certain criteria are met. The
Company is considering a range of 0% to 100% of unremitted earnings for
potential repatriation and is unable to estimate the related tax
impact. The Company is currently evaluating the effects FSP FAS 109-2
will have on its consolidated financial statements and expects to
complete its assessment during 2005.
The Company has undistributed earnings in its Canadian subsidiary
totaling approximately $6,400 for which taxes have not been provided
pursuant to Accounting Principles Board Opinion ("APB") No. 23,
Accounting for Income Taxes - Special Areas. The Company considers all
of the investments to be permanently reinvested as the funds will be
utilized for ongoing operations of its Canadian subsidiary. The Company
has the ability to keep the profits in Canada as it is generating
sufficient operating cash flow in the United States.
7. CONTINGENCIES
The Company maintains self-insurance programs for claims for employee
health and workers' compensation. The Company has re-insurance which
limits its liability to $250 per occurrence and to $2,743 and $2,200,
respectively, in the aggregate annually for 2005 and 2004 for workers'
compensation. At September 30, 2005 and December 31, 2004, the Company
has accrued $2,164 and $2,004, respectively, for its actuarially
estimated workers' compensation liability. The recorded reserves have
been discounted at 3% as of September 30, 2005 and December 31, 2004.
In addition, the Company has funded a $900 certificate of deposit to
the benefit of the insurance company to cover workers' compensation
claims which is reflected as a component of other long-term assets in
the accompanying consolidated balance sheets.
8. SUBSEQUENT EVENTS
On October 3, 2005, Gibraltar Industries, Inc. ("Gibraltar")
acquired all of our outstanding shares for approximately $240,000
cash, subject to adjustment for working capital. Gibraltar is
headquartered in Buffalo, New York, and manufactures, markets and
distributes a diverse line of products used in the commercial and
industrial sectors of the building products market. Our results of
operations will be included in the consolidated results of
operations of Gibraltar from the date of acquisition.