CNC Customize Parts Professional Solution & Processing Provider

gibraltar industries, inc. (rock)

by:QY Precision      2019-10-10
Securities and Exchange Commission of the United States (Washington, DC)C. 20549FORM 10-
Kx annual report submitted under section 13th or 15 (d)
According to Section 13 or 15, in the securities law for the fiscal year ended 31 and 2018, the transition report (d)
The Securities Trading Act of 1934 on the transition period from Document No. 0 to Document No. 0
22462 Gibraltar Industrial Corporation(
The exact name of the registrant specified in the articles of association)Delaware16-1445150(
State or other jurisdiction of registered organization)(I. R. S.
Employer identity number)
No. 3556 Laian RoadO.
Box 2028 Buffalo, New York-0228(
Main executive office address)(zip code)
The registrant\'s telephone number, including the area code :(716)826-
6500 securities registered under article (b)
Title of the act: each class name of each exchange registered for common stock, $0.
Globally selected market securities registered under section 12th (g)
Key points of the act: if the registrant is healthy, it is not indicated by a check mark
Well-known experienced issuers as defined in Rule 405 of the Securities Act.
If the registrant does not need to submit a report under Section 13 or Section 15, please indicate it by check mark (d)of the Act.
Indicate whether the registrant (1)
All reports requested in Section 13 or 15 have been submitted (d)
Securities Trading Act of 1934 within the first 12 months (
Or a short period of time required for the registrant to submit such reports), and (2)
This filing requirement has been bound for the last 90 days.
Yesxno-indicate by check mark whether the registrant has electronically submitted each interactive data file requested for submission in accordance with S-Regulation Rule 405T (§232.
This Chapter 405)
Within the first 12 months (
Or in such a short time that the registrant is required to submit and publish these documents).
Yesxno indicates by check mark whether the default declarant is disclosed in accordance with S-regulation item 405th
To the knowledge of the registrant, K is not included in this agreement and will not be included in the final proxy or information statement referenced in Part 3 of Form 10 --
K or any amendments to this form 10K.
X indicates by check mark whether the registrant is a large accelerated file manager, a non-accelerated file manager
A smaller reporting company, or an emerging growth company.
See the definition of \"large accelerated declarant\", \"Small Reporting Company\" and \"emerging growth company\" in rule 12b
2 of the Trading Act.
Largeaccelatedfilerxaccelatedfiler \"Non-
Accelerate reporting companies emerging growth companies if emerging growth companies, indicate by check mark whether the registrant chooses not to use the extended transition period to comply with any new or revised financial accounting standards provided under section 13a)
The Trading Act.
Indicate whether the registrant is a shell company by check mark (
Defined in Rule 12b-2 of the Act).
Yes, the total market value of the outstanding and held ordinary shares of noxtheaffiliates (
According to the definition of Rule 405 of the Securities Law of 1933)
According to registrant recently completed of the second end of the quarter a working days 2018 Nasdaq global all market on the common stock of closing price about is 1 dollar. 2 billion.
As of EUR 2019, the number of ordinary shares issued is: documents incorporated in the reference section of the final proxy statement submitted by the 32,155,084 registrant to the 2019 annual shareholders meeting, through reference, part 3 of form 10 of this year\'s report --K.
Content Table 10-
Discussion and Analysis and qualitative disclosure of financial situation and results of common stock and related shareholders MattersItem6Selected financial DataItem7Management\'s holdings of K IndexPageNumberPART limited employees insurance limited security discounters financial disclosure and supplementary information on market RiskItem8Financial DataItem9Changes differences with accountants on accounting and financial disclosure projects executive officers and corporate governance projects 11 executive compensation programs 12 certain beneficial owners and management and safety ownership projects of relevant shareholders 13 certain relationships and related transactions as well as a statement by ivit, the director\'s independent project 14 main accounting expenses and service items, expressing our opinions, expectations, beliefs, plans, goals, assumptions or predictions about future events or future outcomes, and, therefore, may be considered \"forward --
Look at the report. These strikers
Forward-looking statements can usually be identified by using forward-looking
Look at the terminology, include the term \"believe\", \"estimate\", \"expect\", \"seek\", \"project\", \"intend\", \"plan\", \"possible\", \"will\" or \"should \", or in each case, their negative or other variants or comparable terms. These forward-
The statements that seem to include everything that is not a historical fact.
They include statements about our intentions, beliefs, or current expectations, among other things, it involves the results of our operations, the financial position, liquidity, prospects, growth, competition, strategy and the industries we operate in.
According to their nature, forward
Forward-looking statements involve risks and uncertainties as they relate to events and depend on what may or may not happen in the future.
We believe that these risks and uncertainties include, but are not limited to, the risks and uncertainties described in Item 1a \"risk factors.
These factors should not be interpreted as exhaustive and should be read in conjunction with other warning statements in item 1a \"risk factors.
Although we use these as the basis for moving forward
Looking ahead to what we think is reasonable, we remind you that the future
Looking at the report does not guarantee future performance, nor does it guarantee our actual operating results. The financial situation and liquidity and the development of the industry we operate may be significantly different from the industry produced or suggested by the forward company.
The lookup statement contained here.
In addition, even if our business results, financial position and liquidity and the development of the industry we operate are consistent with the future
From the notes contained in this document, these results or developments may not indicate results or developments in subsequent periods.
In view of these risks and uncertainties, please be careful not to rely too much on these forward-looking
Look at the report. Any forward-
The forward-looking statements we make here are made only on the date of these statements, and we are not obliged to update them, nor to publicly announce any revised results of any of them, to reflect future events or developments.
Unless the results of the current and any previous period are compared, it is not intended to express any signs of future trends or future performance and can only be considered as historical data. PART IItem1.
Gibraltar Industries Limited(the \"Company\")
It is a leading manufacturer and distributor of building products in residential, industrial, infrastructure, renewable energy and energy saving markets.
Our business strategy focuses on significantly improving and accelerating the growth and financial return of the company.
We try our best. in-
Create sustainable value for our shareholdersterm.
We believe that this can be achieved through the transformation of the company\'s portfolio and its financial results.
Our business strategy has four key elements: operational excellence, product innovation, portfolio management, and acquisition as a strategic accelerator.
Operational Excellence is the first pillar of our strategy.
We focus on reducing complexity, adjusting costs and simplifying product delivery through 80/20 initiatives (“80/20”).
80/20 is the practice of focusing on our biggest and best opportunities (the “80”)
And eliminate the complexity associated with less profit opportunities (the “20”).
Perform 80/20 of our business, and
The lining and market speed of the demand replenishment plan, as well as the outsourcing plan for the lower quantity of products we provide to our customers to provide the appropriate value proposition, we have and will continue to improve our profitability investment in inventory and fixed assets, as well as our level of service to our customers.
Product innovation is the second strategic pillar.
At the heart of innovation is the allocation of new and existing resources to opportunities that we believe will yield sustainable returns.
Our focus is on driving top growth through new products and innovative products.
We focus on products and technologies related to terminals.
Users can stand out from our competition.
Our trade focus program is designed to redistribute sales and new product development talent to specific end user groups in order to better understand their needs and the various market opportunities that may be offered.
This effort is expected to generate ideas and opportunities for profitable growth.
Our innovation focuses on our current end market, including postal and parcel products, residential air management, infrastructure, renewable energy and energy conservation.
Depending on the demand for centralized mail and parcel delivery systems, these respective markets are expected to grow, including solutions for the last 3 tables of delivery content;
House with zero carbon footprint;
Energy sources that do not rely on fossil fuels, as well as growing demand for locally grown agricultural products.
The third pillar of our strategy is portfolio management, which is a natural aid to the 80/20 program.
Using the 80/20 process, we conduct a strategic review of our customers and end markets and allocate leadership time, capital and resources to the highest levels --
Potential platforms and businesses.
As a result, we sell and spin off businesses and product lines that help companies achieve higher ROI.
We believe that portfolio management is an ongoing process that will remain an important part of our strategy as we seek to improve Gibraltar\'s long-term strategy
Financial performance.
The fourth pillar of our strategy is acquisition.
We have targeted four key markets where we can make strategic acquisitions through the company\'s existing platforms.
Target markets include: Postal, parcel and warehousing solutions; infrastructure;
Air management in residential areas;
Renewable energy and energy saving.
These platforms are in large markets where potential trends in customer convenience and security, energy
It is more and more important to save and save resources. term demand.
We believe that these markets also offer a higher return on our investments than in the past.
Acquisition of rough brother Manufacturing Co. , Ltd.
RBI Solar
, And the Nexus Corporation, which was collectively referred to as \"RBI\" in June 2015 (\"Nexus\")
October 2016 February 2017 of package concierge desk recently a is August 2018 of solarbos this is the fourth pillar strategy of direct results.
We also consider the business outside of these four markets, because we are constantly looking for opportunities to expand our business in large markets in the foreseeable future as demand is expected to grow, with our manufacturing expertise, 80/20 processes and sourcing synergies, we can add value here.
The company mainly provides services to customers in North America.
Our customers include major home improvement retailers, wholesalers, industrial distributors, contractors, solar developers, and institutional and commercial growers in the factory.
As of December 31, 2018, we operate 40 factories, including 30 manufacturing plants, 5 distribution centers and 5 offices in 18 states, Canada, China and Japan, respectively.
These facilities provide us with an operating base to provide customer support, delivery, service and quality to some regional and national customers and to provide us with manufacturing and distribution efficiency in North America, and the presence of the Asian market.
The company operates and reports its results in the following three Reporting Sections: residential products;
Industrial and Infrastructure products;
The following table lists the main products, applications and final markets for each segment: residential product segments application send market and basic ventilation products
House air flow resident: secure storage of new, repaired and remodeled centralized mail systems and e-parcel solutions for mail and parcel delivery for decentralized, trim and flash, other auxiliary water protection;
Sun protection 4 content industrial and infrastructure product segments applications send the safety barriers for expanded metals and perforated metal products manufactured in the market;
Sidewalk/footpath; filtration;
Construction facilities industrial and commercial construction, automobile, energy and power generation bridge and road structural bearing, expansion joint and road surface sealing material reserve function Airport under different weight, wind force, temperature and earthquake conditions corridor renewable energy and energy saving Division product application send user electrical balance of solar shelf and system: design, engineer, small commercial solar energy equipment manufacturing and installation of solar energy developers;
Electric Power Company;
Solar EPC contractor greenhouse: design, engineer, manufacturing and installation of retail, commercial, institutional and environmental retail garden center;
School of Music and Botanical Gardens;
Commercial growers;
Public and private agricultural research we believe that our operations sector has established a reputation as an industry leader in quality, service and innovation and has achieved a strong competitive position in our market.
We owe their competitive position in the market mainly to the following advantages: leading market share.
Among the many products and services we offer, we have a leading market position and we estimate that for the year ended December 31, 2018, most of our net sales come from product sales where we have one of the leading products in the USS. market shares.
We believe we have a leading market share in five different product lines: roof-
Related ventilation;
Postal Parcel depository;
Structural bearings and expansion joints of bridges and other structures;
Institutional and retail greenhouses; and fixed-
Tilt frame for photovoltaic (PV)solar systems.
Provider of value
New products and related services.
We pay more and more attention to the value of innovation.
Added products and related services such as centralized mail systems and electronic packaging solutions, expansion joints and structural bearings for roads and bridges, ventilation products for roofs and foundations, solar shelf systems, it can not only meet the needs of end customers, but also help us improve our profit margin and profitability.
Our products use complex and demanding production and processing processes and require advanced production equipment, advanced technology and strict quality control measures, as well as professional design and engineering skills.
Our acquisition strategy also focuses on manufacturers that provide engineering products and services in major growth markets.
Commitment to quality.
Gibraltar\'s quality management system is designed to ensure that we meet the needs and expectations of our customers and other stakeholders at the level of excellence while meeting statutory and regulatory requirements related to our products or services.
The policies, processes and procedures we need to plan and execute are based on the following principles: customer focus, leadership, personnel engagement, process approach, improvement, evidencebased decision-
Relationship Management.
Strong liquidity.
We strive to manage our cash resources to ensure that we have sufficient liquidity to support the seasonality of our business, the potential decline in economic activity and the funding of growth plans.
During the period 2017 and 2018, we purchased the parcel concierge for about $19 million and SolarBOS for $6 million respectively, both of which were funded by the cash at hand.
As at December 31, 2018, our liquidity was $0. 588 billion, including $0. 297 billion in cash and $0. 291 billion in existing revolving credit.
After December 31, 2018, we redeemed all $0. 21 billion of our 6 people.
25% senior sub-notes for existing cash and refinancing of our senior credit agreement as described below.
We believe that the low leverage and increased lending capacity brought about by the New Senior Credit Agreement, as well as the increased flexibility, provide us with sufficient liquidity to enable us to support our strategic initiatives, manage our business successfully, meet the needs of our customers, take advantage of the cyclical nature of certain end markets and take advantage of growth opportunities.
In January 2, 2019, William T was appointed by the company.
Bosway, President, CEO and board member of the company.
In the past 29 years
Bosway has worked for two Fortune 500 industrial companies, bringing strong leadership skills and extensive experience to the company in acquiring, driving organic growth, lean manufacturing and continuous improvement of technology.
On January 24, 2019, we signed the credit agreement of the company\'s sixth amendment and restatement (
Senior Credit Agreement)
Including a 5-
The revolving line of credit is $0. 4 billion.
Upon request, the senior credit agreement also provides the company with the opportunity to increase the revolving credit line to $0. 7 billion.
At the same time as the senior credit agreement was signed in February 1, 2019, the Company redeemed all $0. 21 billion of its outstanding 6.
25% senior sub-bonds.
The revised senior credit agreement provides the company with access to capital and increases our financial flexibility.
In August 21, 2018, the Company acquired all outstanding shares of SolarBOS for about $6 million, subject to current capital adjustments and certain other adjustments set out in the stock purchase agreement.
SolarBOS is a supplier providing electrical balance of system products for the United States, which consists of electrical components such as cabling, switches and assembly boxes that support photovoltaic systemsS.
Solar Renewable Energy Market
SolarBOS\'s operating results have been incorporated into the renewable energy and energy savings component of the Company\'s consolidated financial statements since the date of acquisition.
In February 22, 2017, the Company acquired all outstanding inventory of the concierge department for $19 million.
The parcel concierge is the leading multi-family electronic parcel delivery locker system provider in the United States.
From the date of acquisition, the results of the operation of the parcel concierge department have been included in the company\'s residential products section of the Company\'s consolidated financial statements.
On December 2, 2016, as part of the portfolio management plan, the company announced its intention to withdraw from the US market. S.
Bar grating product line and its European residential solar shelf business in the company\'s industrial and infrastructure products as well as renewable energy and energy conservation.
In February 6, 2017, the company completed sales of basically all U. S. businesses. S.
Bar Raster Product line assets to third parties.
In addition, the company stopped operating its European residential solar shelf business in 2017.
These companies contributed $75 million in revenue and
Business tax lost $6 million in 2016.
The move resulted in the sale and closure of three facilities in 2017.
In October 11, 2016, the Company acquired all outstanding shares of the Nexus for $24 million.
The acquisition was financed by cash on hand.
Nexus is a leading commercial supplier
Promote greenhouses to American customers.
Nexus\'s operating results have been incorporated into the renewable energy and energy savings component of the Company\'s consolidated financial statements since the date of acquisition.
In April 15, 2016, the company sold its European industrial manufacturing business to third parties with a net cash gain of $8 million.
The business provides extended metal products for filtration and other applications, contributing $36 million in revenue to the company\'s industrial and infrastructure products sector in 2015, almost breaking-
Even the result of the operation.
The divestiture of the business is based on and consistent with the company\'s ongoing portfolio management assessment.
Our customers are mainly distributed throughout North America.
Customers of a home improvement retailer purchased from the residential product sector and the renewable energy and energy conservation sector accounted for 12%, 12% and 11% of our combined net sales for 2018 years, 2017 and 2016 respectively.
In our consolidated net sales, no other customer account for more than 10% of any segment.
Our products are mainly distributed to our customers through ordinary operators.
We maintain distribution centers to complement our manufacturing plants, we ship from these plants and make sure-
While maintaining efficiency in our distribution process, deliver on time.
Our customers and products will be introduced by market segment below.
6 Content residential products table our residential products department provides services for residential maintenance and renovation in North America and provides roof and foundation ventilation products to a lesser extent for the new residential building market, centralized mail system and e-parcel solution
Daily necessities (Retractable sunshades)
Roof and related accessories such as rainwater loose body products.
Our residential products are sold through many sales channels, it includes major retail home centres, wholesalers of building materials, distributors of building products, purchasing groups, roof distributors, residential contractors, and postal service distributors and suppliers.
The department operates 12 manufacturing facilities throughout the United States, providing it with manufacturing capabilities for high-quality products, customer service, delivery and technical support for a wide network of customers in North America and countries.
Our roof and foundation ventilation products and accessories include solar units.
Our centralized mail and email package solutions include cluster-style mail and parcel boxes for individual mailboxes, individual and multiple mailboxes
Wardrobe system for home housing and electronic packaging.
Our remaining residential products include roof edges and glitter, soffits and decor, drywall corners, metal roofs and accessories, rain water dispersion products (including sinks and accessories) and external retractable shade shades
These products can be sold separately or as part of a system solution.
In our residential products business, we constantly strive to improve our products/solutions by introducing new products, improving existing products, adapting to building regulations and regulatory changes, and provide new and innovative solutions for owners and contractors.
New products launched in recent years include electronic parcel lockers, roof safety packs, smoke caps, hot track coils, exterior, remote
Control Deck awning for sun protection and high protection
Efficiency and solar energy
Power ventilation products.
Our electronic parcel locker and parcel room system provide many for residents
The home community is a safe storage container for handling parcel delivery and receiving other delivered goods.
Our ventilation and roof flashing products provide protection and extend the life of the structure while providing residents with a safer and healthier environment.
Our cluster box mail delivery products provide delivery cost savings for postal services while providing secure storage for delivered mail and packages.
Our building products are mainly made of galvanized and painted steel, aluminium for anooxidation and painting, and various resins.
In our production facilities, we use a lot of production capacity to process various metals and plastics for our residential products.
Most of our production is done using automatic roll forming machines, stamping presses, welding, paint production lines and injection molding equipment.
We maintain our equipment according to a thorough preventive maintenance plan, thus meeting the demanding requirements of our customers for quality and delivery.
In some cases, the company
In order to provide the best and most affordable solutions for our customers, party suppliers must optimize costs and quality.
Industrial and Infrastructure products our industrial and infrastructure products division is industrial and commercial construction, road and bridge construction, automotive, through manufacturers including discrete and processing, steel manufacturers and distributors, commercial and A number of sales channels, including transportation contractors, airports, energy and power generation, and power generation facilities.
Our industrial and infrastructure products include expansion joints and structural bearings for perimeter safety, expansion and perforated metal, wood grid and roads and bridges.
We operate 10 manufacturing facilities and 3 distribution centers in the United States and Canada to provide us with customer support, delivery, service, quality service to customers in many regions and countries, and provide us with manufacturing and distribution efficiency in North America.
Our expanded and perforated metal and plank grilles are used for sidewalks, building facades, perimeter safety barriers, shelves, and other applications that require visibility and safety.
Our fiberglass grille is used by our customers in high strength, light weight, low maintenance, corrosion resistance and non-
Conductivity is required.
Our remaining products in this area include expansion joints systems for bridges, elevated roads, airport runways and railway crossings, bearing assemblies and road surface sealing systems.
We strive to improve our industrial and infrastructure products by introducing new products, improving existing products, adjusting product specifications to respond to changes in commercial building regulations and regulations, provide additional solutions for OEMs and contractors.
New products introduced in recent years include custom perforated and expanded metal to penetrate a range of new markets such as building facades (
Museums, stadiums and retail stores)
And surrounding security barriers that protect key infrastructure.
In addition, we have expanded our transportation infrastructure products to new markets.
For example, our long
Long-lasting road surface sealing materials are being installed on the airport runway, our elevated road and bridge structural bearings have been installed on offshore oil production platforms, our corrosion-
Cable protection products-
Suspension Bridge is now sold in the international market.
Our production capacity enables us to process all kinds of metals needed to manufacture industrial products.
Most of our production is done by computer numerical control (\"CNC\")
Machines, scissors, slitting machines, stepping brakes, milling, welding and many automatic assembly machines.
We maintain our equipment according to a comprehensive preventive maintenance plan, including in-
Our tool and mold stores enable us to meet the demanding service requirements of many customers.
Renewable energy and energy saving are mainly full-
Engineering solutions for solar installation systems and greenhouse structures.
The department provides a fully integrated approach for the design, engineering, manufacturing and installation of solar shelf systems, including the electrical balance of the system, as well as commercial, institutional and retail greenhouses such as solar owners and developers, retail garden centers, music colleges and botanical gardens, commercial growers, schools and universities that serve customers.
We have 8 manufacturing facilities and 2 distribution centers in the US, China and Japan.
One component of each client project is for height-
Engineering applications include: ground shelves
Solar array installed; single-
Solar tracker solution;
Cars with integrated solar photovoltaic panels;
And business-
Greenhouse and other glass structures.
Both solar racking and greenhouse projects involve fixing glass and plastic to metal and using the same raw materials such as steel and aluminum.
Most of our production is done using CNC machines, roll forming machines, laser cutting machines and other manufacturing tools.
Structural metal components are designed, manufactured and installed in accordance with applicable building codes.
We strive to improve our products by introducing new products, improving existing products, adjusting product specifications to respond to changes in commercial building regulations and regulations, and providing solutions to contractors and end users.
New products introduced in recent years include single
Shaft tracking system for car wash, metal frame structure, and solar shelf system for car stop and canopy. Our single-
Our solar energy installs the axis tracker system in the solution Group, providing flexibility to adapt to a variety of field conditions that affect the tracker field design when using other solutions on the market, and can greatly reduce the cost related to the civil engineering of the project.
The patented design eliminates the complexity contained in the traditional system, thus simplifying the operation and maintenance of the system and simplifying the installation process.
Our car wash serves the market\'s preference for light cars.
Transparent structure.
The car\'s solar shelf system protects the car from the sun and high temperatures while providing renewable energy.
Similarly, solar shelf systems installed on idle lands, such as solid waste landfill sites, convert these lands into useful property by providing power generation capabilities.
Our business unit employs engineers and other technicians to perform a variety of key tasks.
These personnel
We are equipped with modern laboratories to support our operations.
These laboratories enable us to verify, analyze and document the physical, chemical, metallurgical and mechanical properties of our raw materials and products.
In addition, our engineers use a range of drawing software to design products that are highly specialized and technically accurate.
In our industrial and infrastructure products as well as in the field of renewable energy and energy conservation, drawings are signed and sealed by licensed engineers.
Technical service personnel also work with our sales team during the new product development process to determine the types of products and services that are suitable for the special needs of customers.
In order to meet the short lead time of the customer, the supplier and raw material business need to maintain a sufficient quantity of raw material inventory.
Therefore, we plan to purchase raw materials to meet the expected needs of our customers.
We implement an enterprise resource planning system to better manage our inventory, anticipate customer orders, achieve efficient supply chain management, and allow for more timely counter-actions
Measures to change customer needs and market conditions.
The main raw materials we buy are flat.
Rolling and plate of steel, aluminum and resin.
We buy apartments
Regular rolling and plate steel and aluminum on-
Mainly from major steel mills in North America, as well as a limited base from domestic service centers and foreign steel importers.
Basically, all of our resins are purchased from domestic suppliers, mainly through dealers, and a small amount is purchased directly from the manufacturer.
Historically, the supply of these sources is sufficient to meet our needs.
Due to our strategy of developing long-term relationships in the supply chain, we are able to adjust the delivery of raw materials to match the inventory positions we need to support our online
Deliver to customers in a timely manner while allowing us to manage inventory and working capital investments.
Management continuously reviews and improves our procurement practices in geographically dispersed facilities to streamline procurement of similar items.
We buy gas and electricity from suppliers close to our operations.
Intellectual property we actively protect our ownership by using trademarks, copyrights and patent registrations.
While we do not consider any of our IP projects to be substantial, we believe that our trademarks, copyrights and patents provide us with a competitive advantage in marketing our products to our customers.
We also believe that our brands are recognized in the market we serve, and we believe that they represent high
Quality manufactured goods with competitive prices.
These trademarks, copyrights, and patent registrations enable us to help maintain the product leadership we provide.
In 2018, 11% of our annual revenue came from patented products.
Sales and marketing of our products and services are mainly sold by channel partners, who are the targets of our sales staff and external sales reps throughout North America.
We organize the sales team and focus on specific customer and national accounts through which we provide enhanced supply solutions and improve our ability to sell the quantity of products
Our sales staff work with certain retail customers to optimize shelf space for our products, which is expected to increase sales in these locations.
Our sales often involve a competitive bidding process, and our reputation in meeting delivery schedules and strict specifications makes us the preferred supplier for many customers.
We focus on providing industry-leading customer service to our customers.
We offer retail customersof-
Sales Marketing helps encourage consumers to buy our products in their stores.
Continuous communication with customers enables us to understand their concerns and provides us with the opportunity to identify solutions that meet their needs.
Thanks to our efficient manufacturing process and extensive distribution network, we are able to meet the needs of our customers.
Although most of our products have a shorter lead time order cycle, we have accumulated a backlog of about $0. 161 billion as of December 31, 2018.
The backlog mainly deals with our industrial and infrastructure products and certain business units in the areas of renewable energy and energy conservation.
We are confident that most of our backlog will be shipped, completed and installed during 2019.
The company operates in a highly competitive market.
We compete with several competitors in all three segments, with different competitors in each major product category.
We compete with our competitors based on the range of products offered, quality, price and delivery, and act as a complete service provider for project management in certain areas.
Although some of our competitors are big companies, most of them are small and medium-sized companies.
Large size, do not provide a wide range of building products we offer.
We believe that our wide range of products, high quality products and the ability to continuously meet the strict delivery requirements of our customers give us a competitive advantage over many competitors.
We also believe that the implementation of our business strategy makes us further different from many competitors and enables us to take advantage of areas that make us more competitive than many competitors.
The company\'s business has historically been affected by seasonality, typically achieving higher sales in the second and third quarters.
General economic forces such as the expiration of tax credits and the imposition of tariffs, as well as changes in the company\'s customer structure, have changed the traditional seasonal fluctuations in annual revenues over the past few years.
Our production process involves the use of eco-friendly materials.
We believe that our business is materially compliant with all federal, state and local environmental laws and regulations and do not expect any significant adverse effects on our financial position or results of operations, to maintain compliance with these laws and regulations.
However, if new or more stringent environmental requirements are met in the future, we may incur operating costs or capital expenditures, or if these requirements are applied in our way to our manufacturing facilities or distribution centers that are not expected
In addition, new or more stringent regulation of our energy suppliers may lead to higher energy prices for them.
Our business is also governed by many other laws and regulations that cover our labor relations, import and export of goods, zoning of facilities, taxation, general business practices and other matters.
We believe that we have materially complied with these laws and regulations and do not believe that future compliance with these laws and regulations will have a significant adverse effect on our financial position or operational results.
Copy of Internet information and Annual Report of Form 10 of COMPANY Schedule 14A Proxy Statement submitted under section of the Securities Exchange Act of 1934
Quarterly Report on table 10
Q: Current Report of Form 8
K, and amendments to reports submitted or provided under section 13 (a)or 15(d)
The Securities Trading Act of 1934 is provided free of charge through the company\'s website (www. gibraltar1. com)
After the company electronically files or provides the materials to the Securities and Exchange Commission, it is reasonable and feasible as soon as possible.
The company employed 1,939 and 2,022 employees in December 31, 2018 and 2017 respectively.
Senior management team our senior management team consists of excellent managers with extensive experience in operational excellence, new product development and driving profitable growth across multiple business cycles: William Bosway-
President, Chief Executive Officer (CEO)
And a member of the board. Mr.
Appointed President and Chief Executive Officer (CEO)
He has served as a member of the board of directors since January 2, 2019. Mr.
With extensive experience in the global manufacturing industry, Dr. Wei has driven organic growth, acquisition, lean manufacturing and continuous improvement of technology. Mr.
Bosway, who was appointed successor to former CEO and President Frank Heard, announced that he would retire in March 2020. Frank Heard -
Vice President of the Council. Mr.
Heard was appointed vice president in January 2, 2019 after announcing his intention to retire from the company in March 2020.
He has served as former CEO and president of the company since January 2015.
It will help the transition.
Bosway, CEO. Mr.
Heard was appointed president and chief operating officer of the company in May 2014. Timothy Murphy
Chief Financial Officer (CFO)
Senior Vice President (SVP). Mr.
Murphy was appointed chief financial officer and senior vice president of the company in April 1, 2017. Mr.
Murphy joined the company in 2004 as director of financial reporting, followed by Vice President, Treasurer and Secretary of the company. Cherri Syvrud -
Senior Vice President, human resources and organizational development. Ms.
Syvrud was appointed senior vice president of human resources and organizational development in April 1, 2016. Ms.
Syvrud joined the company with extensive experience in human resources and organizational development, including 25 years at the Illinois Tool factory
Content of table 10
Vice President, Treasurer and Secretary. Mr.
In April 1, 2017, Watorek was appointed vice president, treasurer and secretary. Mr.
Watorek joined the company in 2008 as the financial reporting manager, followed by the director of financial planning and analysis for the company. Item1A.
Risk factors business, financial position and operating results and the market price of the Company\'s common stock are all at numerous risks, many of which are driven by factors that cannot be controlled or predicted.
The following discussion and other sections of this annual report on table 10
K, including \"Part II, Item 7, management discussion and analysis of the financial position and results of operations\", describes certain business and other risks that affect the company.
The risk factors described below and the risk factors in the Safe Harbor Statement at the beginning of the 10-year report of this form should be considered
K, forwarding in combination with review-
Outlook statements and other information contained in table 10 of this annual report-K.
These risks are not the only ones we face.
Our business operations and the securities market may also be adversely affected by other factors that we do not currently know, or we currently believe that these factors are not important in our operations.
Macroeconomic factors beyond our control may adversely affect our business, our industry, and the business and industry of many of our customers and suppliers.
Macroeconomic factors have a significant impact on our business, customer needs, and availability of credit and other capital, affecting our ability to create profit margins.
Our business is affected by domestic and international economic conditions, including government monetary and trade policies, tax laws and regulations, and relative debt levels in the United States. S.
And other countries where we sell our products.
Tariffs on imported products used by our customers, such as solar panels, may have a negative impact on the demand for our solar energy shelf system.
Moreover, fluctuations in the US economyS.
The US dollar will affect the price and cost of our export and import products.
We cannot predict the impact of changes in domestic and international economic conditions on our business.
In the past, the markets we operate have always been challenging. the domestic or global economy, or certain sectors of these economies, is the key to our sales, it may deteriorate, which may lead to a corresponding decrease in demand for our products and have a negative impact on our operational results and financial situation.
In the future, the increase in leverage level and debt repayment obligations may adversely affect our ability to raise foreign capital to provide funds for operations and limit our ability to respond to changes in the economy or industry, and prevent us from fulfilling our obligations.
Until the unamortized debt issuance cost as at December 31, 2018, our total liabilities amounted to $0. 212 billion, of which $1.
6 million is long-term debt.
After the end of the year, on February 1, 2019, the Company redeemed its outstanding debt of $0. 21 billion under six items.
25% senior sub-notes, using cash available on hand, leaving only $1.
6 million of long-term outstanding debts.
Nevertheless, we may need to take on the debt in the future to fund strategic acquisitions, investments or other purposes that may have a significant adverse impact on our business.
The senior credit agreement we entered into on January 24, 2019 contained a number of financial and other restrictive covenants.
Our operating income has fallen sharply and the level of debt has increased, which may lead us to breach these covenants, which may lead us to incur additional financing costs, which will be costly, and cash flow to us.
We can also use our senior credit agreements, or take additional debt for acquisitions, operations and capital expenditures, which may adversely affect our ability to perform these agreements.
We apply judgments and make estimates while accounting contracts, and changes in these judgments or estimates may have a significant impact on our income.
Changes in judgments or required estimates and any subsequent adjustments to these judgments or estimates (
Such as performance incentive, punishment, contract claim, contract modification, etc)
May have a significant adverse effect on sales and profits.
Since a large number of judgments and estimates are applied in this process, there may be significant differences in our actual results or may be inconsistent with our estimates.
Revenue accounted for 2017 and 32% of consolidated net sales in 2018 and 28%, respectively, and over time, recognized under Coststo-cost method.
See key accounting estimates in this form 10-item 7\"
K. Learn more about how revenue from signing contracts with customers affects our financial statements.
A large part of our net sales is concentrated on a small number of customers.
The loss of these customers will adversely affect our business, operating results and cash flow.
Loss of sales, whether due to a decline in demand in the final market for our services or due to a decline in demand from any important customer in these markets, we can achieve a price drop from selling products to customers in these markets, or loss, bankruptcy, or a substantial reduction in the business of any of our major customers, it may have a significant adverse effect on our profitability and cash flow.
Of our net sales in 2018, 38% and 2016, our ten largest customers accounted for about 36%, 30% and 2017 respectively, and our largest customers were retail home improvement centers, in 2018, 12% and 2016, accounting for approximately 12%, 11% and 2017 of our combined net sales, respectively.
Fluctuations in the commodity market pricing of our main raw materials, as well as the competitive market environment in which we conduct our business, may have a significant impact on our gross profit, net income and cash flow.
Our main raw materials are commodity products consisting of steel, aluminum and resin, which sometimes fluctuate in availability and price due to some factors beyond our control, including general economic conditions, domestic and global demand, labor costs, competition, import duties, tariffs, and currency exchange rates.
Fluctuations in commodity prices and increased competition may force us to lower prices, or provide additional services or strengthen products at higher costs, which may reduce our gross profit, net income, we lost our market share.
Our business is highly competitive and increased competition can reduce our gross profit, net income and cash flow.
The main market we serve is highly competitive.
Competition is primarily based on product functionality, quality, price, raw material and stock supply, and the ability to meet the delivery schedule required by the customer.
We compete with companies of all sizes in major markets, some of which have greater financial and other resources than us, and some have better brands in the markets we serve.
Increased competition could force us to lower prices or offer additional services or enhance products at a higher cost, which could reduce our gross profit, net income and cause us to lose market share.
Information system disruption, cyber security attacks, device failures, and technology integration can adversely affect our business and financial performance.
Our business may be affected by disruption of our own or third-party business.
Information Technology of the party (“IT”)
Infrastructure, which may result in (
Other reasons)cyber-
Attacks or failures on such infrastructure, or damage to its physical security, and damage to weather or other natural behavior. Cyber-
Risk-Based risks in particular are evolving, including but not limited to attacks on our IT infrastructure and attacks on third-party IT infrastructure (
Both inside and in the cloud)
Attempts to access our confidential or other proprietary information, confidential information or information related to our employees, customers and other third parties without authorization.
Because of the changing threat environment
Base-based attacks will continue and we may experience them more frequently in the future.
We continue to invest and take steps to enhance our protection, detection, response and recovery capabilities and mitigate potential risks to our technology, products, services and operations from potential networksattacks.
However, given the predictability, nature and scope of the network
Attack, potential vulnerability may not be discovered for a long time.
We may be subject to production stoppage, operational delays, other adverse effects on our operations or the ability to provide products and services to our customers, disclosure of confidential or other protected information, theft, data damage or damage to, security breach, other manipulation or improper use of US or a third person --
The financial losses, business losses or potential liabilities caused by the party\'s system, network or products, remedial actions, and/or damage to our reputation, any of these may have a significant adverse effect on our competitive position, operating results, cash flow or financial position.
Due to the changing nature of such risks, the impact of any potential event cannot be predicted.
If the subcontractors and suppliers on which we rely do not perform their contractual obligations, our income and cash flow will be adversely affected.
Some of our contracts with our customers involve subcontracts with other companies that perform some of the services we provide to our customers.
It is possible that our sub-contractors will not perform their contractual obligations and therefore may cause disputes regarding the quality and timeliness of the work performed by our sub-contractors or the customer\'s concerns about the sub-contractors.
Any such dispute or concern may have a significant adverse effect on our ability to perform our obligations as a general contractor.
Similarly, our supplier\'s failure to deliver raw materials, components or equipment components as per schedule or at all may affect our ability to meet customer needs and may adversely affect our profitability.
If our raw materials or components do not meet our specifications, it may also lead to a delay in our ability to deliver in a timely manner and may adversely affect our relationship with our customers, we fully realize our ability to sell our expected revenue to these customers.
Our strategy depends on the identification, management and successful integration of future acquisitions.
Historically, we have developed through a combination of internal growth and external expansion.
Although we intend to continue to seek additional acquisition opportunities in line with our business strategy, we cannot guarantee that we will be able to identify the right candidate for acquisition or, if we do, we will be able to successfully negotiate the terms of the acquisition, finance the acquisition or integrate the acquisition into our existing operations.
Failure to successfully integrate any acquisition can lead to serious operational inefficiencies, lead to unforeseen debt or customer losses, and may adversely affect our profitability.
Completing a large acquisition may require us to raise funds outside of our raised amount through additional equity or debt financing, which may increase our interest expenditure and reduce our cash flow and available funds.
Problems with system integration and implementation can disrupt our internal operations.
With regard to the acquisition we make, we usually have to integrate the legacy information technology systems of the acquisition business with our information technology infrastructure, and in some cases, new information must be implemented for the business
In addition, with the increased functionality of the available information systems, we may need to implement major upgrades in important parts of our business and operations, or even replace some of our major information technology systems.
When the implementation of the project is completed, the implementation of the new information technology solution may lead to an interruption of information flow within and from our customers and suppliers.
Failure to integrate the acquired legacy system or properly implement the new system will have a negative impact on our operational and financial results.
We rely on our senior management team and the accidental loss of any member can adversely affect our operations.
Our success depends on the management and leadership skills of our senior management and department management teams.
The accidental loss of any one of these people, or our inability to attract and retain more people, may prevent us from successfully executing our business strategy.
We cannot assure you that we will be able to retain the existing senior management or attract more qualified personnel when required.
We have no employment agreement with any of our senior executives except Frank G.
Our vice chairman, Heard.
In order to comply with or resolve any violation of the environmental, health and safety laws, we may incur significant costs.
Our operations and facilities are subject to a variety of strict federal, state, local and foreign laws and regulations related to the protection of the environment and human health and safety.
Compliance with these laws and regulations sometimes involves significant operating costs and capital expenditures and failure to maintain or achieve compliance with these laws and regulations or the licenses required for our operations may result in a significant amount of costs and liability, such as fines and civil or criminal sanctions, third-
Claims for loss of property or personal injury, cleaning costs or temporary or permanent suspension of operations, including claims arising from the businesses and facilities we sell.
For some of the businesses we spin off, we offer limited compensation for environmental pollution to subsequent owners.
We also acquire and continue to acquire business and facilities to increase our business.
Although we sometimes receive compensation
The party providing compensation may not have sufficient resources to cover the cost of any necessary measures.
Some of our facilities have been in operation for many years and it may be our responsibility to remedy any contamination of our existing or previous facilities; or at off-
The waste is sent to the disposal site, whether it is faulty or not, and whether we, our ex or others are responsible for this contamination.
We have been responsible for remediation of pollution in some of our locations, and while these costs have not been substantial to date, any of these costs and any new ones --
The pollution found cannot be quantified and we cannot assure you that it will not have a significant impact on our profits or cash flows.
Changes in environmental laws, regulations or enforcement policies, including but not limited to new or additional regulations that affect the disposal of hazardous substances and wastes, greenhouse gas emissions or the use of fossil fuels, it may have a significant adverse effect on our business, financial position or operational results.
Our business is affected by seasonal fluctuations that may affect our cash flow.
Our net sales were generally lower in the first and fourth quarters, mainly due to reduced activity in the construction industry due to bad weather.
In addition, quarterly results may be affected by the delivery time of large customer orders.
Therefore, our operating cash flow may vary from quarter to quarter.
If our quarterly cash flow is significantly reduced due to any such fluctuations, we may not be able to repay the debt or maintain contractual compliance.
Economic, political and other risks associated with foreign operations may adversely affect our financial results and cash flows.
Although most of our business activities take place in the United States, part of our income and income comes from operations in Canada, China and Japan and is at risk associated with doing business in the international arena.
Our sales from outside the US account for 5% of our combined net annual sales, 2018.
We believe that our business activities outside the United States involve a higher level of risk than our domestic activities, such as the possibility of adverse circumstances arising from host country laws or regulations, tariff and trade barriers and changes in import and export licensing requirements.
In addition, any local or global health problem or uncertain political climate, international hostilities, natural disasters or any terrorist activity may adversely affect the needs of customers, our operations and our ability to deliver products and services to our customers.
Future terrorist attacks, wars, natural disasters or other catastrophic events beyond our control may have a negative impact on our actions and financial results.
Terrorist attacks, wars or other civil unrest, natural disasters and other catastrophic events can lead to economic instability, a decline in the capacity to produce our products and a decline in demand for our products.
Terrorist attacks around the world have caused instability in global financial markets from time to time.
Over time, concerns about global climate change and environmental sustainability may affect the Company\'s strategic direction, supply chain or delivery channels.
In addition, our facilities may be damaged by fires, floods, earthquakes or other natural or human beings. made disasters.
This disruption may adversely affect our operations, cash flow and financial results.
The nature of our business puts us under product liability, product warranty and other claims, as well as other legal proceedings.
We involve product liability, product warranty and other claims related to the products we manufacture and distribute.
While we are currently maintaining insurance that we think is appropriate and adequate, more than we are.
The amount of insurance for product liability and other claims does not guarantee that we will be able to maintain such insurance on an acceptable terms or that such insurance will provide adequate protection for potential liability.
The defense costs of the product liability claim may be high and, regardless of the final result, may divert the attention of management and other personnel for a considerable period of time.
Claims of this nature may also have a negative impact on the customer\'s confidence in our products and the company.
We cannot assure you that any current or future claims will not adversely affect our reputation, financial position, results of operations and cash flow.
If there is an event or impairment indicator that may result in a long book value
Alive and uncertain
Live assets are no longer recoverable or exceed the fair value of the assets, or may lead to a decrease in the fair value of the assets.
The cash Impairment fee for income may have a significant adverse effect on our operating results.
In the past few years, we have recorded a lot
Due to the decrease in the estimated fair value of certain businesses, cash Impairment costs for goodwill and other intangible assets.
We may be asked to record additional non-
Cash impairment charges for our future earnings, which may have a significant adverse effect on our operating results.
See key accounting estimates in this form 10-item 7\"
More details on how Asset impairment affects our financial statements.
Expiration, cancellation or reduction of solar rebates, credit and incentives may adversely affect our business.
Various federal, state and local government agencies provide incentives to promote renewable energy generation such as solar energy.
These incentives are in the form of rebates, tax credits and other fiscal incentives that help motivate end users, distributors, system integrators and others to install solar power generation systems.
Any changes that reduce, Shorten or cancel the scope and availability of these incentive plans can have a significant and adverse impact on the needs of our related products, our financial position and operational results.
Recent tariffs and possible tariffs in the future may result in increased costs and may adversely affect our operating results.
On 2018, the United States imposed 232 tariffs on certain steel (25%)and aluminum (10%)
Products imported into the United StatesS.
These tariffs create volatility in the market and increase the cost of these inputs.
Increased costs of importing steel and aluminum products, resulting in domestic sellers responding to the market
The price of this investment will also rise.
New tariffs, and any additional tariffs or trade restrictions that may be imposed by the United StatesS.
Or other countries, which may result in further increases in costs, changes in competitive position, and a decrease in supply of steel and aluminum as well as additional imported components and inputs.
We may not be able to pass on the price increase to our customers, or we may not be able to get enough steel and aluminum alternative sources in time.
And retaliatory tariffs imposed by other countries on the United StatesS.
The goods have not had a significant impact and we cannot predict further development.
Tariffs may adversely affect the operating income of some of our businesses and the customer\'s demand for certain of our products, which may have a significant adverse impact on our integrated operating results, financial position and cash flow. Item1B.
Unresolved employee reviews. Item2.
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