Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2023 | May 01, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-22462 | |
Entity Registrant Name | GIBRALTAR INDUSTRIES, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 16-1445150 | |
Entity Address, Address Line One | 3556 Lake Shore Road | |
Entity Address, Address Line Two | P.O. Box 2028 | |
Entity Address, City or Town | Buffalo | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 14219-0228 | |
City Area Code | 716 | |
Local Phone Number | 826-6500 | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Trading Symbol | ROCK | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 30,410,872 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000912562 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 293,267 | $ 317,865 |
Cost of sales | 216,338 | 253,021 |
Gross profit | 76,929 | 64,844 |
Selling, general, and administrative expense | 47,559 | 43,649 |
Income from operations | 29,370 | 21,195 |
Interest expense | 1,491 | 485 |
Other (income) expense | (397) | 153 |
Income before taxes | 28,276 | 20,557 |
Provision for income taxes | 7,177 | 5,101 |
Net income | $ 21,099 | $ 15,456 |
Net earnings per share: | ||
Basic (in dollars per share) | $ 0.68 | $ 0.47 |
Diluted (in dollars per share) | $ 0.68 | $ 0.47 |
Weighted average shares outstanding: | ||
Basic (in shares) | 30,897 | 32,913 |
Diluted (in shares) | 31,024 | 33,022 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Other Comprehensive Income (Loss), Net of Tax [Abstract] | ||
Net income | $ 21,099 | $ 15,456 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustment | (115) | (227) |
Minimum post retirement benefit plan adjustments, net of tax | (8) | (24) |
Other comprehensive loss | (107) | (203) |
Total comprehensive income | $ 20,992 | $ 15,253 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 7,497 | $ 17,608 |
Accounts receivable, net of allowance of $4,164 and $3,746, respectively | 230,132 | 217,156 |
Inventories, net | 171,634 | 170,360 |
Prepaid expenses and other current assets | 19,015 | 18,813 |
Total current assets | 428,278 | 423,937 |
Property, plant, and equipment, net | 107,701 | 109,584 |
Operating lease assets | 24,432 | 26,502 |
Goodwill | 512,639 | 512,363 |
Acquired intangibles | 134,735 | 137,526 |
Other assets | 707 | 701 |
Total assets | 1,208,492 | 1,210,613 |
Current liabilities: | ||
Accounts payable | 129,661 | 106,582 |
Accrued expenses | 67,103 | 73,721 |
Billings in excess of cost | 42,929 | 35,017 |
Total current liabilities | 239,693 | 215,320 |
Long-term debt | 49,876 | 88,762 |
Deferred income taxes | 47,030 | 47,088 |
Non-current operating lease liabilities | 17,488 | 19,041 |
Other non-current liabilities | 19,018 | 18,303 |
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding | 0 | 0 |
Common stock, $0.01 par value; authorized 100,000 shares; 34,148 and 34,060 shares issued and outstanding in 2023 and 2022 | 341 | 340 |
Additional paid-in capital | 324,466 | 322,873 |
Retained earnings | 649,077 | 627,978 |
Accumulated other comprehensive loss | (3,539) | (3,432) |
Cost of 3,389 and 3,199 common shares held in treasury in 2023 and 2022 | (134,958) | (125,660) |
Total stockholders’ equity | 835,387 | 822,099 |
Total liabilities and shareholders' equity | $ 1,208,492 | $ 1,210,613 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance | $ 4,164 | $ 3,746 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 34,148,000 | 34,148,000 |
Common stock, shares outstanding (in shares) | 34,060,000 | 34,060,000 |
Treasury stock, shares (in shares) | 3,389,000 | 3,199,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash Flows from Operating Activities | ||
Net income available to common stockholders | $ 21,099 | $ 15,456 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 6,834 | 6,336 |
Stock compensation expense | 1,594 | 1,352 |
Exit activity (recoveries) costs, non-cash | (63) | 1,198 |
(Benefit of) provision for deferred income taxes | (51) | 17 |
Other, net | 1,023 | 1,395 |
Changes in operating assets and liabilities, excluding the effects of acquisitions: | ||
Accounts receivable | (18,004) | (11,101) |
Inventories | (1,586) | (20,937) |
Other current assets and other assets | 2,536 | 731 |
Accounts payable | 23,077 | (11,962) |
Accrued expenses and other non-current liabilities | 1,586 | 9,761 |
Net cash provided by (used in) operating activities | 38,045 | (7,754) |
Cash Flows from Investing Activities | ||
Purchases of property, plant, and equipment, net | (2,190) | (4,402) |
Acquisitions, net of cash acquired | 554 | 0 |
Net cash used in investing activities | (1,636) | (4,402) |
Cash Flows from Financing Activities | ||
Proceeds from long-term debt | 11,000 | 47,500 |
Long-term debt payments | (50,000) | (29,000) |
Purchase of common stock at market prices | (7,509) | (3,461) |
Net cash (used in) provided by financing activities | (46,509) | 15,039 |
Effect of exchange rate changes on cash | (11) | (159) |
Net (decrease) increase in cash and cash equivalents | (10,111) | 2,724 |
Cash and cash equivalents at beginning of year | 17,608 | 12,849 |
Cash and cash equivalents at end of period | $ 7,497 | $ 15,573 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss) Income | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2021 | 33,799 | |||||
Balance, value at Dec. 31, 2021 | $ 825,258 | $ 338 | $ 314,541 | $ 545,572 | $ 187 | $ (35,380) |
Beginning balance (in shares) at Dec. 31, 2021 | (1,107) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 15,456 | 15,456 | ||||
Foreign currency translation adjustment | (227) | (227) | ||||
Minimum post retirement benefit plan adjustments, net of taxes | 24 | 24 | ||||
Stock compensation expense | 1,352 | 1,352 | ||||
Net settlement of restricted stock units, shares | 173 | 72 | ||||
Net settlement of restricted stock units | (3,461) | $ 2 | (2) | $ (3,461) | ||
Ending balance (in shares) at Mar. 31, 2022 | 33,972 | |||||
Balance, value at Mar. 31, 2022 | $ 838,402 | $ 340 | 315,891 | 561,028 | (16) | $ (38,841) |
Ending balance (in shares) at Mar. 31, 2022 | (1,179) | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 34,060 | 34,060 | ||||
Balance, value at Dec. 31, 2022 | $ 822,099 | $ 340 | 322,873 | 627,978 | (3,432) | $ (125,660) |
Beginning balance (in shares) at Dec. 31, 2022 | 3,199 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 21,099 | 21,099 | ||||
Foreign currency translation adjustment | (115) | (115) | ||||
Minimum post retirement benefit plan adjustments, net of taxes | 8 | 8 | ||||
Stock compensation expense | 1,594 | 1,594 | ||||
Net settlement of restricted stock units, shares | 88 | 36 | ||||
Net settlement of restricted stock units | (1,929) | $ 1 | (1) | $ (1,929) | ||
Common stock repurchased under stock repurchase program (in shares) | (154) | |||||
Common stock repurchased under stock repurchase program | $ (7,369) | $ (7,369) | ||||
Ending balance (in shares) at Mar. 31, 2023 | 34,060 | 34,148 | ||||
Balance, value at Mar. 31, 2023 | $ 835,387 | $ 341 | $ 324,466 | $ 649,077 | $ (3,539) | $ (134,958) |
Ending balance (in shares) at Mar. 31, 2023 | 3,389 |
Consolidated Statement of Sto_2
Consolidated Statement of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Adjustment to pension benefit liability, taxes | $ 3 | $ 10 |
Consolidated Financial Statemen
Consolidated Financial Statements | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONSOLIDATED FINANCIAL STATEMENTS | CONSOLIDATED FINANCIAL STATEMENTS The accompanying unaudited consolidated financial statements of Gibraltar Industries, Inc. (the "Company") have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of results for the interim period have been included. The Company's operations are seasonal; for this and other reasons financial results for any interim period are not necessarily indicative of the results expected for any subsequent interim period or for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2022. The consolidated balance sheet at December 31, 2022 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements (Notes) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | RECENT ACCOUNTING PRONOUNCEMENTSThe Company considers the applicability and impact of Accounting Standards Updates ("ASUs"), and ASUs effective in or after 2023, respectively, which were assessed and determined to be either not applicable, or had or are expected to have minimal impact on the Company's consolidated financial statements and related disclosures. |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET | ACCOUNTS RECEIVABLE, NET Accounts receivable consisted of the following (in thousands): March 31, 2023 December 31, 2022 Trade accounts receivable $ 189,281 $ 179,170 Costs in excess of billings 45,015 41,732 Total accounts receivables 234,296 220,902 Less allowance for doubtful accounts and contract assets (4,164) (3,746) Accounts receivable, net $ 230,132 $ 217,156 Refer to Note 4 "Revenue" concerning the Company's costs in excess of billings. The following table provides a roll-forward of the allowance for credit losses, for the three month period ended March 31, 2023, that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (in thousands): Beginning balance as of January 1, 2023 $ 3,746 Bad debt expense, net of recoveries 260 Accounts written off against allowance and other adjustments 158 Ending balance as of March 31, 2023 $ 4,164 |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | REVENUE Sales includes revenue from contracts with customers for designing, engineering, manufacturing and installation of solar racking systems; electrical balance of systems; roof and foundation ventilation products; centralized mail systems and electronic package solutions; retractable awnings; gutter guards; rain dispersion products; trims and flashings and other accessories; designing, engineering, manufacturing and installation of greenhouses; structural bearings; expansion joints; pavement sealant; elastomeric concrete; and bridge cable protection systems. Refer to Note 14 "Segment Information" for additional information related to revenue recognized by timing of transfer of control by reportable segment. As of March 31, 2023, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less. Contract assets consist of costs in excess of billings presented within accounts receivable in the Company's consolidated balance sheets. Contract liabilities consist of billings in excess of cost, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets. Unearned revenue as of March 31, 2023 and December 31, 2022 was $7.8 million and $4.6 million, respectively. Revenue recognized during the three months ended March 31, 2023 and 2022 that was in contract liabilities at the beginning of the respective periods was $18.7 million and $27.4 million, respectively. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consisted of the following (in thousands): March 31, 2023 December 31, 2022 Raw material $ 120,150 $ 111,187 Work-in-process 12,824 17,944 Finished goods 44,944 47,523 Gross inventory 177,918 176,654 Less reserves (6,284) (6,294) Total inventories, net $ 171,634 $ 170,360 |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITION | ACQUISITION On August 22, 2022, the Company purchased all the issued and outstanding membership interests of Quality Aluminum Products ("QAP"), a manufacturer of aluminum and steel products including soffit, fascia, trim coil, rain carrying products and aluminum siding. The results of QAP have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment. The purchase consideration for the acquisition of QAP was $52.1 million, which includes a working capital adjustment and certain other adjustments provided for in the membership interest purchase agreement. The purchase price for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition. The Company has completed the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisition. The final determination of the fair value of certain assets and liabilities has been completed within a measurement period of up to one year from the date of acquisition. The excess consideration was recorded as goodwill and approximated $4.0 million, all of which is deductible for tax purposes. Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in the domestic building products markets. The allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands): Cash $ 1,018 Working capital 23,372 Property, plant and equipment 8,486 Acquired intangible assets 14,700 Other assets 1,813 Other liabilities (1,295) Goodwill 3,991 Fair value of purchase consideration $ 52,085 The intangible assets acquired in this acquisition consisted of the following (in thousands): Fair Value Weighted-Average Amortization Period Trademarks $ 2,800 Indefinite Customer relationships 11,900 12 years Total $ 14,700 In determining the allocation of the purchase price to the assets acquired and liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets. The acquisition of QAP was financed primarily through borrowings under the Company's revolving credit facility. |
Goodwill and Related Intangible
Goodwill and Related Intangible Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND RELATED INTANGIBLE ASSETS | GOODWILL AND RELATED INTANGIBLE ASSETS Goodwill The changes in the carrying amount of goodwill for the three months ended March 31, 2023 are as follows (in thousands): Renewables Residential Agtech Infrastructure Total Balance at December 31, 2022 $ 188,030 $ 209,056 $ 83,599 $ 31,678 $ 512,363 Adjustments to prior year acquisitions — 387 — — 387 Foreign currency translation (141) — 30 — (111) Balance at March 31, 2023 $ 187,889 $ 209,443 $ 83,629 $ 31,678 $ 512,639 Goodwill is recognized net of accumulated impairment losses of $133.2 million as of March 31, 2023 and December 31, 2022, respectively. The Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing. The Company determined that no triggering event had occurred as of March 31, 2023 which would require an interim impairment test to be performed. Acquired Intangible Assets Acquired intangible assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Gross Accumulated Gross Accumulated Indefinite-lived intangible assets: Trademarks $ 55,500 $ — $ 55,500 $ — Finite-lived intangible assets: Trademarks 5,449 4,516 5,448 4,481 Unpatented technology 34,165 22,610 34,163 22,037 Customer relationships 115,027 48,609 115,125 46,557 Non-compete agreements 2,371 2,042 2,371 2,006 157,012 77,777 157,107 75,081 Total acquired intangible assets $ 212,512 $ 77,777 $ 212,607 $ 75,081 The following table summarizes the acquired intangible asset amortization expense for the three months ended March 31, (in thousands): 2023 2022 Amortization expense $ 2,766 $ 3,098 Amortization expense related to acquired intangible assets for the remainder of fiscal 2023 and the next five years thereafter is estimated as follows (in thousands): 2023 2024 2025 2026 2027 2028 Amortization expense $ 8,297 $ 10,883 $ 10,745 $ 9,338 $ 7,699 $ 6,832 |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt consisted of the following (in thousands): March 31, 2023 December 31, 2022 Revolving credit facility $ 52,000 $ 91,000 Less unamortized debt issuance costs (2,124) (2,238) Total debt $ 49,876 $ 88,762 Revolving Credit Facility On December 8, 2022, the Company entered into a Credit Agreement (the "Credit Agreement"), and concurrently with entering into the Credit Agreement, the Company paid off all amounts owed under the Sixth Amended and Restated Credit Agreement dated as of January 24, 2019. The Credit Agreement provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million. The Company can request additional financing to increase the revolving credit facility to $700 million or enter into a term loan of up to $300 million subject to conditions set forth in the Credit Agreement. The Credit Agreement contains two financial covenants. As of March 31, 2023, the Company was in compliance with all financial covenants. The Credit Agreement terminates on December 8, 2027. Borrowings under the Credit Agreement bear interest, at the Company’s option, at a rate equal to the applicable margin plus (a) a base rate, (b) a daily simple secured overnight financing rate ("SOFR") rate, (c) a term SOFR rate or (d) for certain foreign currencies, a foreign currency rate, in each case subject to a 0% floor. Through March 31, 2023, the Credit Agreement had an initial applicable margin of 0.125% for base rate loans and 1.125% for SOFR and alternative currency loans. Thereafter, the applicable margin ranges from 0.125% to 1.00% for base rate loans and from 1.125% to 2.00% for SOFR and alternative currency loans based on the Company’s Total Net Leverage Ratio, as defined in the Credit Agreement. In addition, the Credit Agreement is subject to an annual commitment fee, payable quarterly, which is initially 0.20% of the daily average undrawn balance of the revolving credit facility and, from and after April 1, 2023, ranges between 0.20% and 0.25% of the daily average undrawn balance of the revolving credit facility based on the Company’s Total Net Leverage Ratio. Borrowings under the Credit Agreement are secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries. Capital distributions are subject to certain Total Net Leverage Ratio requirements and capped by an annual aggregate limit under the Credit Agreement. For the three months ended March 31, 2022, interest rates on the revolving credit facility under the Sixth Amended and Restated Credit Agreement were based on LIBOR plus an additional margin that ranges from 1.125% to 2.00%. In addition, the revolving credit facility under the Sixth Amended and Restated Credit Agreement was subject to an undrawn commitment fee ranging between 0.15% and 0.25% based on the Total Leverage Ratio and the daily average undrawn balance. Standby letters of credit of $4.3 million have been issued under the Credit Agreement to third parties on behalf of the Company as of March 31, 2023. These letters of credit reduce the amount otherwise available under the revolving credit facility. The Company had $343.7 million and $304.5 million of availability under the revolving credit facility as of March 31, 2023 and December 31, 2022, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) | ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The following tables summarize the cumulative balance of each component of accumulated other comprehensive (loss) income, net of tax, for the three months ended March 31, (in thousands): Foreign Currency Translation Adjustment Minimum Post Retirement Benefit Plan Total Pre-Tax Amount Tax Benefit (Expense) Accumulated Other Balance at December 31, 2022 $ (3,382) $ (395) $ (3,777) $ (345) $ (3,432) Minimum post retirement health care plan adjustments — 11 11 3 8 Foreign currency translation adjustment (115) — (115) — (115) Balance at March 31, 2023 $ (3,497) $ (384) $ (3,881) $ (342) $ (3,539) Balance at December 31, 2021 $ 1,640 $ (2,247) $ (607) $ 794 $ 187 Minimum post retirement health care plan adjustments — 34 34 (10) 24 Foreign currency translation adjustment (227) — (227) — (227) Balance at March 31, 2022 $ 1,413 $ (2,213) $ (800) $ 784 $ (16) The realized adjustments relating to the Company’s minimum post retirement health care costs were reclassified from accumulated other comprehensive loss and included in other expense in the consolidated statements of income. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
EQUITY-BASED COMPENSATION | EQUITY-BASED COMPENSATION On May 4, 2022, the stockholders of the Company approved the adoption of the Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which increases the total number of shares for issuance by the Company thereunder from 100,000 shares to 200,000 shares, allows the Company to grant awards of shares of the Company's common stock to current non-employee Directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan. On May 4, 2018, the stockholders of the Company approved the adoption of the Gibraltar Industries, Inc. 2018 Equity Incentive Plan (the "2018 Plan"). The 2018 Plan provides for the issuance of up to 1,000,000 shares of common stock and supplements the remaining shares available for issuance under the Gibraltar Industries, Inc. 2015 Equity Incentive Plan (the "2015 Plan"). Both the 2018 Plan and the 2015 Plan allow the Company to grant equity-based incentive compensation awards, in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants. Equity Based Awards - Settled in Stock The following table sets forth the number of equity-based awards granted during the three months ended March 31, which will convert to shares upon vesting, along with the weighted average grant date fair values: 2023 2022 Awards Number of Weighted Number of Weighted Performance stock units (1) 81,611 $ 53.44 108,464 $ 47.00 Restricted stock units 46,646 $ 53.44 58,958 $ 47.00 (1) The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance. The number of shares to be issued may vary between 0% and 200% of the number of PSUs granted depending on the relative achievement to targeted thresholds. The Company's PSUs with a financial performance condition are based on the Company’s return on invested capital (“ROIC”) over a one-year performance period. (2) PSUs granted in the first quarter of 2022 includes 5,653 units that were forfeited in the first quarter of 2023 and 62,201 units that will be converted to shares and issued to recipients in the first quarter of 2025 at 60.5% of the target amount granted, based on the Company's actual ROIC compared to ROIC target for the performance period ended December 31, 2022. Equity Based Awards - Settled in Cash The Company's equity-based awards that are settled in cash are the awards under the Management Stock Purchase Plan (the “MSPP”) which is authorized under the Company's equity incentive plans. The MSPP provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their directors’ fees, convertible to restricted stock units. Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their compensation. The deferrals and related company match are credited to an account that represents a share-based liability. The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200-day average of the Company’s stock price. The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company. Total MSPP liabilities recorded on the consolidated balance sheet as of March 31, 2023 was $15.9 million, of which $2.0 million was included in current accrued expenses and $13.9 million was included in non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2022 was $15.4 million, of which $2.3 million was included in current accrued expenses and $13.1 million was included in non-current liabilities. The value of the restricted stock units within the MSPP liability were $13.7 million and $13.4 million at March 31, 2023 and December 31, 2022, respectively. The following table provides the number of restricted stock units credited to active participant accounts and the payments made with respect to MSPP liabilities during the three months ended March 31,: 2023 2022 Restricted stock units credited 41,743 2,876 MSPP liabilities paid (in thousands) $ 2,147 $ 2,545 |
Exit Activity Costs and Asset I
Exit Activity Costs and Asset Impairments | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS | EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS The Company has incurred exit activity costs and asset impairment charges as a result of its 80/20 simplification and portfolio management initiatives. These initiatives have resulted in the identification of low-volume, low margin, internally-produced products which have been or will be outsourced or discontinued, the simplification of processes, the sale and exiting of less profitable businesses or product lines, and a reduction in the Company's manufacturing footprint. Exit activity costs (recoveries) were incurred during the three months ended March 31, 2023 and 2022 which related to moving and closing costs, and severance, along with asset impairment charges (recoveries) related to the write-down of inventory associated with discontinued product lines, as a result of process simplification initiatives. In conjunction with these initiatives, the Company recorded costs during the three months ended March 31, 2023 associated with the final closure and sale of a facility closed during the fourth quarter of 2022. During the three months ended March 31, 2022, the Company closed one facility as a result of these initiatives. The following tables set forth the exit activity costs (recoveries) and asset impairment charges (recoveries) incurred by segment during the three months ended March 31, related to the restructuring activities described above (in thousands): 2023 2022 Exit activity costs Asset impairment recovery Total Exit activity costs (recoveries), net Asset impairment charges Total Renewables $ — $ (63) $ (63) $ 1,328 $ 1,198 $ 2,526 Residential 114 — 114 3 — 3 Agtech 561 — 561 (9) — (9) Infrastructure — — — (63) — (63) Corporate — — — 20 — 20 Total $ 675 $ (63) $ 612 $ 1,279 $ 1,198 $ 2,477 The following table provides a summary of where the exit activity costs and asset impairment charges were recorded in the consolidated statements of income for the three months ended March 31, (in thousands): 2023 2022 Cost of sales $ 513 $ 2,208 Selling, general, and administrative expense 99 269 Total exit activity and asset impairment charges $ 612 $ 2,477 The following table reconciles the beginning and ending liability for exit activity costs relating to the Company’s facility consolidation efforts (in thousands): 2023 2022 Balance at January 1 $ 2,417 $ 272 Exit activity costs recognized 675 1,279 Cash payments (1,321) (116) Balance at March 31 $ 1,771 $ 1,435 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table summarizes the provision for income taxes for continuing operations (in thousands) for the three months ended March 31, and the applicable effective tax rates: 2023 2022 Provision for income taxes $ 7,177 $ 5,101 Effective tax rate 25.4 % 24.8 % |
Earnings per Share
Earnings per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE Earnings per share and the weighted average shares outstanding used in calculating basic and diluted earnings per share are as follows for the three months ended March 31, (in thousands): 2023 2022 Numerator: Net income available to common stockholders $ 21,099 $ 15,456 Denominator for basic earnings per share: Weighted average shares outstanding 30,897 32,913 Denominator for diluted earnings per share: Weighted average shares outstanding 30,897 32,913 Common stock units 127 109 Weighted average shares and conversions 31,024 33,022 The weighted average number of diluted shares does not include potential anti-dilutive common shares issuable pursuant to equity based incentive compensation awards. The following table provides the potential anti-dilutive common stock units for the three months ended March 31, (in thousands): 2023 2022 Common stock units 64 54 |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company is organized into four reportable segments on the basis of the production processes, products and services provided by each segment, identified as follows: (i) Renewables, which primarily includes designing, engineering, manufacturing and installation of solar racking and electrical balance of systems; (ii) Residential, which primarily includes roof and foundation ventilation products, centralized mail systems and electronic package solutions, retractable awnings and gutter guards, and rain dispersion products, trims and flashings and other accessories; (iii) Agtech, which provides growing solutions including the designing, engineering, manufacturing and installation of greenhouses; and (iv) Infrastructure, which primarily includes structural bearings, expansion joints and pavement sealant for bridges, airport runways and roadways, elastomeric concrete, and bridge cable protection systems. When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics. The following table illustrates certain measurements used by management to assess performance of the segments described above for the three months ended March 31, (in thousands): 2023 2022 Net sales: Renewables $ 59,205 $ 78,783 Residential 179,495 179,485 Agtech 35,852 42,428 Infrastructure 18,715 17,169 Total net sales $ 293,267 $ 317,865 Income from operations: Renewables $ 2,269 $ (6,984) Residential 29,509 33,435 Agtech 2,330 31 Infrastructure 2,714 1,181 Unallocated Corporate Expenses (7,452) (6,468) Total income from operations $ 29,370 $ 21,195 March 31, December 31, Total assets: Renewables $ 393,088 $ 392,368 Residential 535,423 519,567 Agtech 180,688 193,966 Infrastructure 82,795 80,264 Unallocated corporate assets 16,498 24,448 $ 1,208,492 $ 1,210,613 The following tables illustrate segment revenue disaggregated by timing of transfer of control to the customer for the three months ended March 31 (in thousands): Three Months Ended March 31, 2023 Renewables Residential Agtech Infrastructure Total Net sales: Point in Time $ 9,094 $ 177,942 $ 5,107 $ 6,061 $ 198,204 Over Time 50,111 1,553 30,745 12,654 95,063 Total net sales $ 59,205 $ 179,495 $ 35,852 $ 18,715 $ 293,267 Three Months Ended March 31, 2022 Renewables Residential Agtech Infrastructure Total Net sales: Point in Time $ 5,650 $ 178,131 $ 1,613 $ 6,303 $ 191,697 Over Time 73,133 1,354 40,815 10,866 126,168 Total net sales $ 78,783 $ 179,485 $ 42,428 $ 17,169 $ 317,865 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable consisted of the following (in thousands): March 31, 2023 December 31, 2022 Trade accounts receivable $ 189,281 $ 179,170 Costs in excess of billings 45,015 41,732 Total accounts receivables 234,296 220,902 Less allowance for doubtful accounts and contract assets (4,164) (3,746) Accounts receivable, net $ 230,132 $ 217,156 The following table provides a roll-forward of the allowance for credit losses, for the three month period ended March 31, 2023, that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (in thousands): Beginning balance as of January 1, 2023 $ 3,746 Bad debt expense, net of recoveries 260 Accounts written off against allowance and other adjustments 158 Ending balance as of March 31, 2023 $ 4,164 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following (in thousands): March 31, 2023 December 31, 2022 Raw material $ 120,150 $ 111,187 Work-in-process 12,824 17,944 Finished goods 44,944 47,523 Gross inventory 177,918 176,654 Less reserves (6,284) (6,294) Total inventories, net $ 171,634 $ 170,360 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Allocation of the Purchase Price Consideration of the Fair Value of Assets Acquired and Liabilities Assumed | The allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands): Cash $ 1,018 Working capital 23,372 Property, plant and equipment 8,486 Acquired intangible assets 14,700 Other assets 1,813 Other liabilities (1,295) Goodwill 3,991 Fair value of purchase consideration $ 52,085 |
Schedule of Acquired Intangible Assets | The intangible assets acquired in this acquisition consisted of the following (in thousands): Fair Value Weighted-Average Amortization Period Trademarks $ 2,800 Indefinite Customer relationships 11,900 12 years Total $ 14,700 |
Goodwill and Related Intangib_2
Goodwill and Related Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule Of Changes In Carrying Amount Of Goodwill | The changes in the carrying amount of goodwill for the three months ended March 31, 2023 are as follows (in thousands): Renewables Residential Agtech Infrastructure Total Balance at December 31, 2022 $ 188,030 $ 209,056 $ 83,599 $ 31,678 $ 512,363 Adjustments to prior year acquisitions — 387 — — 387 Foreign currency translation (141) — 30 — (111) Balance at March 31, 2023 $ 187,889 $ 209,443 $ 83,629 $ 31,678 $ 512,639 |
Schedule Of Acquired Intangible Assets | Acquired intangible assets consisted of the following (in thousands): March 31, 2023 December 31, 2022 Gross Accumulated Gross Accumulated Indefinite-lived intangible assets: Trademarks $ 55,500 $ — $ 55,500 $ — Finite-lived intangible assets: Trademarks 5,449 4,516 5,448 4,481 Unpatented technology 34,165 22,610 34,163 22,037 Customer relationships 115,027 48,609 115,125 46,557 Non-compete agreements 2,371 2,042 2,371 2,006 157,012 77,777 157,107 75,081 Total acquired intangible assets $ 212,512 $ 77,777 $ 212,607 $ 75,081 |
Schedule of Acquired Intangible Asset Amortization Expense | The following table summarizes the acquired intangible asset amortization expense for the three months ended March 31, (in thousands): 2023 2022 Amortization expense $ 2,766 $ 3,098 |
Schedule Of Amortization Expense | Amortization expense related to acquired intangible assets for the remainder of fiscal 2023 and the next five years thereafter is estimated as follows (in thousands): 2023 2024 2025 2026 2027 2028 Amortization expense $ 8,297 $ 10,883 $ 10,745 $ 9,338 $ 7,699 $ 6,832 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | Long-term debt consisted of the following (in thousands): March 31, 2023 December 31, 2022 Revolving credit facility $ 52,000 $ 91,000 Less unamortized debt issuance costs (2,124) (2,238) Total debt $ 49,876 $ 88,762 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule Of Components Of Accumulated Other Comprehensive Income (Loss) | The following tables summarize the cumulative balance of each component of accumulated other comprehensive (loss) income, net of tax, for the three months ended March 31, (in thousands): Foreign Currency Translation Adjustment Minimum Post Retirement Benefit Plan Total Pre-Tax Amount Tax Benefit (Expense) Accumulated Other Balance at December 31, 2022 $ (3,382) $ (395) $ (3,777) $ (345) $ (3,432) Minimum post retirement health care plan adjustments — 11 11 3 8 Foreign currency translation adjustment (115) — (115) — (115) Balance at March 31, 2023 $ (3,497) $ (384) $ (3,881) $ (342) $ (3,539) Balance at December 31, 2021 $ 1,640 $ (2,247) $ (607) $ 794 $ 187 Minimum post retirement health care plan adjustments — 34 34 (10) 24 Foreign currency translation adjustment (227) — (227) — (227) Balance at March 31, 2022 $ 1,413 $ (2,213) $ (800) $ 784 $ (16) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement, Noncash Expense [Abstract] | |
Schedule Of Number Of Awards And Weighted Average Grant Date Fair Value | The following table sets forth the number of equity-based awards granted during the three months ended March 31, which will convert to shares upon vesting, along with the weighted average grant date fair values: 2023 2022 Awards Number of Weighted Number of Weighted Performance stock units (1) 81,611 $ 53.44 108,464 $ 47.00 Restricted stock units 46,646 $ 53.44 58,958 $ 47.00 (1) The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance. The number of shares to be issued may vary between 0% and 200% of the number of PSUs granted depending on the relative achievement to targeted thresholds. The Company's PSUs with a financial performance condition are based on the Company’s return on invested capital (“ROIC”) over a one-year performance period. |
Management Stock Purchase Plan | The following table provides the number of restricted stock units credited to active participant accounts and the payments made with respect to MSPP liabilities during the three months ended March 31,: 2023 2022 Restricted stock units credited 41,743 2,876 MSPP liabilities paid (in thousands) $ 2,147 $ 2,545 |
Exit Activity Costs and Asset_2
Exit Activity Costs and Asset Impairments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | |
Summary Of Exit Activity Costs And Asset Impairments | The following tables set forth the exit activity costs (recoveries) and asset impairment charges (recoveries) incurred by segment during the three months ended March 31, related to the restructuring activities described above (in thousands): 2023 2022 Exit activity costs Asset impairment recovery Total Exit activity costs (recoveries), net Asset impairment charges Total Renewables $ — $ (63) $ (63) $ 1,328 $ 1,198 $ 2,526 Residential 114 — 114 3 — 3 Agtech 561 — 561 (9) — (9) Infrastructure — — — (63) — (63) Corporate — — — 20 — 20 Total $ 675 $ (63) $ 612 $ 1,279 $ 1,198 $ 2,477 The following table provides a summary of where the exit activity costs and asset impairment charges were recorded in the consolidated statements of income for the three months ended March 31, (in thousands): 2023 2022 Cost of sales $ 513 $ 2,208 Selling, general, and administrative expense 99 269 Total exit activity and asset impairment charges $ 612 $ 2,477 |
Reconciliation Of Liability For Exit Activity Costs Relating To Facility Consolidation Efforts | The following table reconciles the beginning and ending liability for exit activity costs relating to the Company’s facility consolidation efforts (in thousands): 2023 2022 Balance at January 1 $ 2,417 $ 272 Exit activity costs recognized 675 1,279 Cash payments (1,321) (116) Balance at March 31 $ 1,771 $ 1,435 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary Of Provision For Income Taxes For Continuing Operations | The following table summarizes the provision for income taxes for continuing operations (in thousands) for the three months ended March 31, and the applicable effective tax rates: 2023 2022 Provision for income taxes $ 7,177 $ 5,101 Effective tax rate 25.4 % 24.8 % |
Earnings per Share (Tables)
Earnings per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule Of Computation Of Basic And Diluted Loss Per Share | Earnings per share and the weighted average shares outstanding used in calculating basic and diluted earnings per share are as follows for the three months ended March 31, (in thousands): 2023 2022 Numerator: Net income available to common stockholders $ 21,099 $ 15,456 Denominator for basic earnings per share: Weighted average shares outstanding 30,897 32,913 Denominator for diluted earnings per share: Weighted average shares outstanding 30,897 32,913 Common stock units 127 109 Weighted average shares and conversions 31,024 33,022 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table provides the potential anti-dilutive common stock units for the three months ended March 31, (in thousands): 2023 2022 Common stock units 64 54 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting Information, Revenue for Reportable Segment [Abstract] | |
Reconciliation Of Sales To Earnings Before Income Taxes by Segment | The following table illustrates certain measurements used by management to assess performance of the segments described above for the three months ended March 31, (in thousands): 2023 2022 Net sales: Renewables $ 59,205 $ 78,783 Residential 179,495 179,485 Agtech 35,852 42,428 Infrastructure 18,715 17,169 Total net sales $ 293,267 $ 317,865 Income from operations: Renewables $ 2,269 $ (6,984) Residential 29,509 33,435 Agtech 2,330 31 Infrastructure 2,714 1,181 Unallocated Corporate Expenses (7,452) (6,468) Total income from operations $ 29,370 $ 21,195 March 31, December 31, Total assets: Renewables $ 393,088 $ 392,368 Residential 535,423 519,567 Agtech 180,688 193,966 Infrastructure 82,795 80,264 Unallocated corporate assets 16,498 24,448 $ 1,208,492 $ 1,210,613 |
Disaggregation of Revenue | The following tables illustrate segment revenue disaggregated by timing of transfer of control to the customer for the three months ended March 31 (in thousands): Three Months Ended March 31, 2023 Renewables Residential Agtech Infrastructure Total Net sales: Point in Time $ 9,094 $ 177,942 $ 5,107 $ 6,061 $ 198,204 Over Time 50,111 1,553 30,745 12,654 95,063 Total net sales $ 59,205 $ 179,495 $ 35,852 $ 18,715 $ 293,267 Three Months Ended March 31, 2022 Renewables Residential Agtech Infrastructure Total Net sales: Point in Time $ 5,650 $ 178,131 $ 1,613 $ 6,303 $ 191,697 Over Time 73,133 1,354 40,815 10,866 126,168 Total net sales $ 78,783 $ 179,485 $ 42,428 $ 17,169 $ 317,865 |
Accounts Receivable, Net (Sched
Accounts Receivable, Net (Schedule of Receivables) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 189,281 | $ 179,170 |
Costs in excess of billings | 45,015 | 41,732 |
Total accounts receivables | 234,296 | 220,902 |
Less allowance for doubtful accounts and contract assets | (4,164) | (3,746) |
Accounts receivable, net | $ 230,132 | $ 217,156 |
Accounts Receivable, Net (Sch_2
Accounts Receivable, Net (Schedule of Accounts Receivable Allowance for Credit Losses) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | |
Beginning balance as of January 1, 2023 | $ 3,746 |
Bad debt expense, net of recoveries | 260 |
Accounts written off against allowance and other adjustments | 158 |
Ending balance as of March 31, 2023 | $ 4,164 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Unearned revenue | $ 7.8 | $ 4.6 | |
Revenue recognized that was in contract liabilities at the beginning of the period | $ 18.7 | $ 27.4 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-04-01 | Maximum | |||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |||
Remaining performance obligation expected timing of satisfaction | 1 year |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw material | $ 120,150 | $ 111,187 |
Work-in-process | 12,824 | 17,944 |
Finished goods | 44,944 | 47,523 |
Gross inventory | 177,918 | 176,654 |
Less reserves | (6,284) | (6,294) |
Inventories, net | $ 171,634 | $ 170,360 |
Acquisition (Narrative) (Detail
Acquisition (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Aug. 22, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 512,639 | $ 512,363 | ||
Selling, General and Administrative Expenses [Member] | ||||
Business Acquisition [Line Items] | ||||
Acquisition related costs | $ 21 | $ 7 | ||
Quality Aluminum Products | ||||
Business Acquisition [Line Items] | ||||
Acquisition purchase price | $ 52,100 | |||
Goodwill | $ 3,991 |
Acquisition (Schedule of Alloca
Acquisition (Schedule of Allocation of the Purchase Price Consideration of the Fair Value of Assets Acquired and Liabilities Assumed) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Aug. 22, 2022 |
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Other | $ (1,295) | ||
Goodwill | $ 512,639 | $ 512,363 | |
Quality Aluminum Products | |||
Business Acquisition [Line Items] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | 1,018 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Working Capital | 23,372 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 8,486 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill | 14,700 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Other Noncurrent Assets | 1,813 | ||
Goodwill | 3,991 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 52,085 |
Acquisition (Schedule of Acquir
Acquisition (Schedule of Acquired Intangible Assets) (Details) - Quality Aluminum Products $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 14,700 |
Trademarks | |
Business Acquisition [Line Items] | |
Indefinite-lived Intangible Assets Acquired | 2,800 |
Customer relationships | |
Business Acquisition [Line Items] | |
Finite-lived Intangible Assets Acquired | $ 11,900 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years |
Acquisition - Schedule of Acqui
Acquisition - Schedule of Acquisition Related Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Selling, General and Administrative Expenses [Member] | ||
Business Acquisition [Line Items] | ||
Acquisition related costs | $ 21 | $ 7 |
Goodwill and Related Intangib_3
Goodwill and Related Intangible Assets (Schedule of Changes in Carrying Amount of Goodwill) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Goodwill [Roll Forward] | |
Balance at December 31, 2022 | $ 512,363 |
Adjustments to prior year acquisitions | 387 |
Foreign currency translation | (111) |
Balance at March 31, 2023 | 512,639 |
Renewables | |
Goodwill [Roll Forward] | |
Balance at December 31, 2022 | 188,030 |
Adjustments to prior year acquisitions | 0 |
Foreign currency translation | (141) |
Balance at March 31, 2023 | 187,889 |
Residential | |
Goodwill [Roll Forward] | |
Balance at December 31, 2022 | 209,056 |
Adjustments to prior year acquisitions | 387 |
Foreign currency translation | 0 |
Balance at March 31, 2023 | 209,443 |
Agtech | |
Goodwill [Roll Forward] | |
Balance at December 31, 2022 | 83,599 |
Adjustments to prior year acquisitions | 0 |
Foreign currency translation | 30 |
Balance at March 31, 2023 | 83,629 |
Infrastructure | |
Goodwill [Roll Forward] | |
Balance at December 31, 2022 | 31,678 |
Adjustments to prior year acquisitions | 0 |
Foreign currency translation | 0 |
Balance at March 31, 2023 | $ 31,678 |
Goodwill and Related Intangib_4
Goodwill and Related Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill, accumulated impairment losses | $ 133.2 | $ 133.2 |
Goodwill and Related Intangib_5
Goodwill and Related Intangible Assets (Schedule of Acquired Intangible Assets) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived intangible assets | $ 157,012 | $ 157,107 |
Total acquired intangible assets, Gross Carrying Amount | 212,512 | 212,607 |
Accumulated Amortization, Finite-lived intangible assets | 77,777 | 75,081 |
Total acquired intangible assets, Accumulated Amortization | 77,777 | 75,081 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived intangible assets | 5,449 | 5,448 |
Accumulated Amortization, Finite-lived intangible assets | 4,516 | 4,481 |
Unpatented technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived intangible assets | 34,165 | 34,163 |
Accumulated Amortization, Finite-lived intangible assets | 22,610 | 22,037 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived intangible assets | 115,027 | 115,125 |
Accumulated Amortization, Finite-lived intangible assets | 48,609 | 46,557 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Finite-lived intangible assets | 2,371 | 2,371 |
Accumulated Amortization, Finite-lived intangible assets | 2,042 | 2,006 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Indefinite-lived intangible assets | 55,500 | 55,500 |
Accumulated Amortization, Indefinite-lived intangible assets | $ 0 | $ 0 |
Goodwill and Related Intangib_6
Goodwill and Related Intangible Assets - Schedule of Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 2,766 | $ 3,098 |
Goodwill and Related Intangib_7
Goodwill and Related Intangible Assets (Schedule of Amortization Expense) (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2023 | $ 8,297 |
2024 | 10,883 |
2025 | 10,745 |
2026 | 9,338 |
2027 | 7,699 |
2028 | $ 6,832 |
Long-Term Debt (Schedule of Lon
Long-Term Debt (Schedule of Long-term Debt) (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less unamortized debt issuance costs | $ (2,124) | $ (2,238) |
Total debt | 49,876 | 88,762 |
Line of Credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Long term debt gross | $ 52,000 | $ 91,000 |
Long-Term Debt (Narrative) (Det
Long-Term Debt (Narrative) (Details) | 3 Months Ended | ||||
Dec. 08, 2022 debtCovenant | Jan. 24, 2019 USD ($) | Mar. 31, 2022 | Mar. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
2022 Senior Credit Agreement | Applicable rate through March 31, 2023 | |||||
Debt Instrument [Line Items] | |||||
Annual commitment fee (as a percentage) | 0.20% | ||||
2022 Senior Credit Agreement | Applicable rate through March 31, 2023 | Base Rate | |||||
Debt Instrument [Line Items] | |||||
Initial applicable margin | 0.125% | ||||
2022 Senior Credit Agreement | Applicable rate through March 31, 2023 | Secured Overnight Financing Rate (SOFR) | |||||
Debt Instrument [Line Items] | |||||
Initial applicable margin | 1.125% | ||||
2022 Senior Credit Agreement | Applicable rate after April 1, 2023 | Base Rate | Minimum | |||||
Debt Instrument [Line Items] | |||||
Initial applicable margin | 0.125% | ||||
2022 Senior Credit Agreement | Applicable rate after April 1, 2023 | Base Rate | Maximum | |||||
Debt Instrument [Line Items] | |||||
Initial applicable margin | 1% | ||||
2022 Senior Credit Agreement | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Number of debt covenants | debtCovenant | 2 | ||||
Revolving credit facility | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Current borrowing capacity | $ 400,000,000 | ||||
Letters of credit issued | $ 700,000,000 | ||||
Revolving credit facility | Line of Credit | Minimum | |||||
Debt Instrument [Line Items] | |||||
Annual commitment fee | 0.20% | 0.15% | |||
Revolving credit facility | Line of Credit | Maximum | |||||
Debt Instrument [Line Items] | |||||
Annual commitment fee | 0.25% | 0.25% | |||
Revolving credit facility | Line of Credit | London Interbank Offered Rate (LIBOR) | Minimum | |||||
Debt Instrument [Line Items] | |||||
LIBOR floor, plus | 1.125% | 1.125% | |||
Revolving credit facility | Line of Credit | London Interbank Offered Rate (LIBOR) | Maximum | |||||
Debt Instrument [Line Items] | |||||
LIBOR floor, plus | 2% | 2% | |||
Revolving credit facility | Medium-term Notes | |||||
Debt Instrument [Line Items] | |||||
Term loan (up to) | $ 300,000,000 | ||||
Senior Credit Agreement | Standby Letters of Credit | |||||
Debt Instrument [Line Items] | |||||
Letters of credit issued | $ 4,300,000 | ||||
Senior Credit Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Revolving credit facility, availability amount | $ 343,700,000 | $ 304,500,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
AOCI before tax, beginning balance | $ (3,777) | $ (607) | ||
Accumulated other comprehensive income, tax, beginning balance | (345) | 794 | ||
Accumulated other comprehensive income, beginning balance | (3,432) | 187 | ||
Other comprehensive income (loss), net of tax | (107) | (203) | ||
AOCI before tax, ending balance | $ (3,881) | $ (800) | ||
Accumulated other comprehensive income, tax, ending balance | (342) | 784 | ||
Accumulated other comprehensive income, ending balance | (3,539) | (3,539) | (16) | |
Accumulated Translation Adjustment | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
AOCI before tax, beginning balance | (3,382) | 1,640 | ||
Other comprehensive income adjustments | (115) | (227) | ||
Tax benefit (expense) | 0 | |||
Other comprehensive income (loss), net of tax | (115) | (227) | ||
AOCI before tax, ending balance | (3,497) | 1,413 | ||
Accumulated Defined Benefit Plans Adjustment | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
Other comprehensive income adjustments | 11 | 34 | ||
Tax benefit (expense) | 3 | (10) | ||
Other comprehensive income (loss), net of tax | 8 | 24 | ||
Minimum Post Retirement Benefit Plan Adjustments | Accumulated Defined Benefit Plans Adjustment | ||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||||
AOCI before tax, beginning balance | $ (395) | $ (2,247) | ||
Other comprehensive income adjustments | 11 | 34 | ||
AOCI before tax, ending balance | $ (384) | $ (2,213) |
Equity-Based Compensation (Ince
Equity-Based Compensation (Incentive Plan) (Details) - Common Stock - shares | May 04, 2022 | May 03, 2022 | May 04, 2018 |
Non-Employee Directors Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 200,000 | 100,000 | |
2018 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 1,000,000 |
Equity-Based Compensation (Sche
Equity-Based Compensation (Schedule of Number of Awards and Weighted Average Grant Date Fair Value) (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
To be converted to shares (in units) | 62,201 | |
Target amount granted, as a percentage | 60.50% | |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards (in shares) | 81,611 | 108,464 |
Weighted average grant date fair value (in USD per share) | $ 53.44 | $ 47 |
Forfeited in period (in shares) | 5,653 | |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of awards (in shares) | 46,646 | 58,958 |
Weighted average grant date fair value (in USD per share) | $ 53.44 | $ 47 |
Minimum | Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants based on targeted thresholds, percent | 0% | |
Maximum | Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grants based on targeted thresholds, percent | 200% | |
Return on Invested Capital | 2018 Plan | Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Performance period | 1 year |
Equity-Based Compensation (Equi
Equity-Based Compensation (Equity Based Awards - Settled in Cash) (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued equity based compensation | $ 15,900,000 | $ 15,400,000 | |
Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued equity based compensation | 13,700,000 | 13,400,000 | |
Non Current Liabilities | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued equity based compensation | 13,900,000 | 13,100,000 | |
Accrued Expenses, Current | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Accrued equity based compensation | 2,000,000 | $ 2,300,000 | |
Management Stock Purchase Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
MSPP liabilities paid (in thousands) | $ 2,147,000 | $ 2,545,000 | |
Management Stock Purchase Plan | Restricted stock units | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Average company stock price measurement period | 200 days | ||
Restricted stock units credited (in shares) | $ 41,743 | $ 2,876 |
Exit Activity Costs and Asset_3
Exit Activity Costs and Asset Impairments (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2022 facility | |
Restructuring and Related Activities [Abstract] | |
Number of facilities closed | 1 |
Exit Activity Costs and Asset_4
Exit Activity Costs and Asset Impairments (Summary of Exit Activity Costs and Asset Impairments by Segment) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Exit activity costs | $ 675 | $ 1,279 |
Asset impairment recovery | (63) | 1,198 |
Total | 612 | 2,477 |
Renewables | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit activity costs | 0 | 1,328 |
Asset impairment recovery | (63) | 1,198 |
Total | (63) | 2,526 |
Residential | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit activity costs | 114 | 3 |
Asset impairment recovery | 0 | 0 |
Total | 114 | 3 |
Agtech | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit activity costs | 561 | (9) |
Asset impairment recovery | 0 | 0 |
Total | 561 | (9) |
Infrastructure | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit activity costs | 0 | (63) |
Asset impairment recovery | 0 | 0 |
Total | 0 | (63) |
Corporate | ||
Restructuring Cost and Reserve [Line Items] | ||
Exit activity costs | 0 | 20 |
Asset impairment recovery | 0 | 0 |
Total | $ 0 | $ 20 |
Exit Activity Costs and Asset_5
Exit Activity Costs and Asset Impairments (Summary of Exit Activity Costs and Asset Impairments) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 612 | $ 2,477 |
Exit activity costs | 675 | 1,279 |
Cost of sales | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | 513 | 2,208 |
Selling, general, and administrative expense | ||
Restructuring Cost and Reserve [Line Items] | ||
Total | $ 99 | $ 269 |
Exit Activity Costs and Asset_6
Exit Activity Costs and Asset Impairments (Reconciles of Liability for Exit Activity Costs Relating to Facility Consolidation Efforts) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 2,417 | $ 272 |
Exit activity costs | 675 | 1,279 |
Cash payments | (1,321) | (116) |
Ending balance | $ 1,771 | $ 1,435 |
Income Taxes (Provision For Inc
Income Taxes (Provision For Income Taxes For Continuing Operations) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 7,177 | $ 5,101 |
Effective tax rate | 25.40% | 24.80% |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal statutory income tax rate | 21% | 21% |
Earnings per Share (Details)
Earnings per Share (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income available to common stockholders | $ 21,099 | $ 15,456 |
Diluted (in shares) | 30,897,000 | 32,913,000 |
Common stock options and restricted stock (in shares) | 127,000 | 109,000 |
Weighted average shares outstanding, diluted (in shares) | 31,024,000 | 33,022,000 |
Common shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from earnings per share calculation (in shares) | 64,000 | 54,000 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 USD ($) segment | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Number of reportable segments | segment | 4 | ||
Net sales | $ 293,267 | $ 317,865 | |
Total consolidated income from operations | 29,370 | 21,195 | |
Total assets | 1,208,492 | $ 1,210,613 | |
Renewables | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Net sales | 59,205 | 78,783 | |
Residential | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Net sales | 179,495 | 179,485 | |
Agtech | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Net sales | 35,852 | 42,428 | |
Infrastructure | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Net sales | 18,715 | 17,169 | |
Operating Segments | Renewables | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Net sales | 59,205 | 78,783 | |
Total consolidated income from operations | 2,269 | (6,984) | |
Total assets | 393,088 | 392,368 | |
Operating Segments | Residential | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Net sales | 179,495 | 179,485 | |
Total consolidated income from operations | 29,509 | 33,435 | |
Total assets | 535,423 | 519,567 | |
Operating Segments | Agtech | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Net sales | 35,852 | 42,428 | |
Total consolidated income from operations | 2,330 | 31 | |
Total assets | 180,688 | 193,966 | |
Operating Segments | Infrastructure | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Net sales | 18,715 | 17,169 | |
Total consolidated income from operations | 2,714 | 1,181 | |
Total assets | 82,795 | 80,264 | |
Corporate | |||
Segment Reporting, Other Significant Reconciling Item [Line Items] | |||
Total consolidated income from operations | (7,452) | $ (6,468) | |
Total assets | $ 16,498 | $ 24,448 |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 293,267 | $ 317,865 |
Renewables | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 59,205 | 78,783 |
Residential | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 179,495 | 179,485 |
Agtech | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 35,852 | 42,428 |
Infrastructure | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 18,715 | 17,169 |
Point in Time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 198,204 | 191,697 |
Point in Time | Renewables | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 9,094 | 5,650 |
Point in Time | Residential | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 177,942 | 178,131 |
Point in Time | Agtech | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 5,107 | 1,613 |
Point in Time | Infrastructure | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 6,061 | 6,303 |
Over Time | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 95,063 | 126,168 |
Over Time | Renewables | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 50,111 | 73,133 |
Over Time | Residential | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 1,553 | 1,354 |
Over Time | Agtech | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 30,745 | 40,815 |
Over Time | Infrastructure | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 12,654 | $ 10,866 |