UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 28, 2004
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GIBRALTAR STEEL
CORPORATION
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(Exact name of
registrant as specified in its chapter)
Delaware 0-22462 16-1445150
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(State or other
jurisdiction (Commission (IRS Employer
of
incorporation) File Number) Identification No.)
3556 Lake Shore
Road
P.O. Box 2028
Buffalo, New
York 14219-0228
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(Address of principal executive
offices) (Zip Code)
Registrant's
telephone number, including area code (716) 826-6500
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(Former name or former address, if changed since last report)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired. No financial statements are required to be filed under applicable rules.
(b) Pro Forma Financial Information. No pro forma financial information is required under applicable rules.
(c) Exhibits.
99.1 Press Release dated June 28, 2004.
Item 12
On June 28, 2004, Gibraltar Steel Corporation issued a press release announcing an increase in its second quarter earning expectations. A copy of the press release is furnished as Exhibit 99.1 to this report.
Exhibit 99.1 is incorporated by reference under this Item 12.
Note: The information in this report (including Exhibit 99.1) is furnished pursuant to Item 12 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD or Item 12 of Form 8-K.
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: July 2, 2004 GIBRALTAR STEEL CORPORATION
/S/ David W.
Kay
Name: David W.
Kay
Title: Chief
Financial Officer
EXHIBIT INDEX
99.1 Press Release made June 28, 2004
For Immediate Release
June 28, 2004
GIBRALTAR INCREASES ITS SECOND-QUARTER EARNINGS EXPECTATIONS
Company Now Expects Second-Quarter Earnings Per
Share of $.72-$.75;
Second-Quarter Sales, Net Income, and Earnings
Per Share Expected to be Quarterly Records
BUFFALO, NEW YORK (June 28, 2004) - Gibraltar (Nasdaq: ROCK) today announced that it is raising its second-quarter earnings estimate. Gibraltar also said that it expects that its second-quarter sales, net income, and earnings per share will all be the highest of any quarter in the Company's history.
On April 26, Gibraltar said that its second-quarter earnings per share would be in the range of $.56 to $.61, compared to $.51 in the second quarter of 2003, on approximately 21 percent more weighted average shares outstanding (approximately 19.7 million versus approximately 16.2 million) as a result of its recent stock offering.
The Company now expects that its earnings per share (EPS) in the second quarter of 2004 will be in the range of $.72 to $.75, which would result in Gibraltar's best-ever quarterly EPS and net income.
"The strong growth that emerged in March - which helped us generate first-quarter results that were the best in Gibraltar's history - has continued in both April and May. In each of the last three months, our sales rate, if annualized, is running at approximately $1 billion," said Brian J. Lipke, Gibraltar's Chairman and Chief Executive Officer.
"The strength we saw at the end of the first quarter has not moderated and the economy continues to be strong. We are also continuing to generate exceptionally strong results in a number of targeted high-growth areas, which have historically produced our highest margins and profitability. All of this has put us in a position where we are generating even better-than-expected results in the second quarter," said Mr. Lipke.
The second quarter is historically the strongest period for Gibraltar, with growth slowing in the third quarter as a result of model year changeovers in the auto industry and seasonal slowing in the building industry.
On June 4, Gibraltar announced the immediately accretive acquisition of SCM Metal Products, Inc., which manufactures, markets, and distributes non-ferrous metal powder products to hundreds of customers in a number of different industries, including the automotive, aerospace, electronics, and consumer products industries, among others. SCM had 2003 sales of approximately $45 million, with nearly one-third of its sales going to customers in Europe, Asia, and Central and South America. Gibraltar's second quarter will include one month of SCM's results.
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Gibraltar Increases its
Second-Quarter Earnings Expectations
Page Two
Gibraltar will review its second-quarter results and discuss its outlook for the third quarter during its quarterly conference call, which will be held at 11 a.m. Eastern Time on July 29. Details of the call can be found on Gibraltar's Web site, at www.gibraltar1.com.
Gibraltar is a manufacturer and distributor of more than 5,000 residential and commercial building products, one of North America's leading metal processors, and North America's second-largest commercial heat treater. The Company serves approximately 10,000 customers in a variety of industries in all 50 states, Canada, and Mexico. It has approximately 4,000 employees and operates 71 facilities in 26 states, Canada, and Mexico.
Information contained in this release, other than historical information, should be considered forward-looking, and may be subject to a number of risk factors, including: the impact of changing steel prices on the Company's results of operations; changing demand for the Company's products; risks associated with the integration of acquisitions; and changes in interest or tax rates.
CONTACT: Kenneth P. Houseknecht, Vice President of Communications and Investor Relations, at 716/826-6500, khouseknecht@gibraltar1.com.
Gibraltar's news releases, along with comprehensive information about the Company, are available on the Internet, at www.gibraltar1.com.