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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
______________________________

FORM 10-K

(Mark One)

(  X  )

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES ACT OF 1934

For The Fiscal Year Ended December 31, 2001

or

(    )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934


For the Transition Period From ___________ to ____________
Commission File Number 0-22462

GIBRALTAR STEEL CORPORATION
(Exact name of Registrant as specified in its charter)

                       Delaware
(State or other jurisdiction of incorporation organization)

                   16-1445150
(I.R.S. Employer Identification No.)

3556 Lake Shore Road, P.O. Box 2028, Buffalo, New York
          (address of principal executive offices)

                14219-0228
                 (Zip Code)

(716) 826-6500
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Act:

      Title of each class
Common Stock, $.01 par value

Name of each exchange on which registered
              
NASDAQ National Market System

Securities registered pursuant to Section 12(g) of the Act:
NONE

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  YES  X    NO      

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form 10-K. ( )

As of December 31, 2001, the aggregate market value of the voting stock held by nonaffiliates of the Registrant amounted to $111,167,000.

As of December 31, 2001, the number of common shares outstanding was:     12,607,061.

DOUCMENT INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement for the Annual Meeting of Shareholders
to be held May 21, 2002, are incorporated by reference into Part III of this report.

Exhibit Index is on Page 41

 

PART I

Item 1

Description of Business


General

The Company is a processor, manufacturer and provider of a broad array of high value-added, technically sophisticated steel and other metal products. The Company utilizes any one or a combination of several different processes at each of its operating facilities to add substantial margin and value to raw material acquired from primary steel and other metal producers. Underlying each of these processes is a common set of steel and metal processing core competencies. These core competencies are the foundation upon which all the Company's operations and customer offerings are based.

The Company is organized into three segments - Processed Steel Products, Building Products and Heat Treating. The Processed Steel Products segment primarily includes the intermediate processing of wide, open tolerance flat-rolled sheet steel through the application of several different processes to produce high-quality, value-added coiled steel products. This segment produces a wide variety of cold-rolled strip steel products, coated sheet steel products and strapping products. The Company's processed cold-rolled strip steel products comprise a part of the cold-rolled sheet steel market that is defined by more precise widths, improved surface conditions, more diverse chemistry and tighter gauge tolerances than are supplied by primary manufacturers of flat-rolled steel products. The Company's cold-rolled strip steel products are sold to manufacturers in the automotive, automotive supply, power and hand tool and hardware industries, as well as to other customers who demand critical specifications in their r aw material needs. The Company's coated sheet steel products, which include galvanized, galvalume and pre-painted sheet products, are sold primarily to the commercial and residential metal building industry for roofing and siding applications. The Company's heavy duty steel strapping products are used to close and reinforce packages such as cartons and crates for shipping. The Company also operates two material management facilities that link primary steel producers and end-user manufacturers.

The Building Products segment primarily includes the processing of sheet steel to produce a wide variety of building and construction products. Many of the Company's building and construction products meet and exceed increasingly stringent building codes and insurance company requirements governing both residential and commercial construction. This segment's products are sold to major home center stores, lumber and building material wholesalers, buying groups, discount stores, distributors and general contractors engaged in residential, industrial and commercial construction.

The Company's Heat Treating segment provides a wide array of processes which refine the metallurgical properties of customer-owned metal products for a variety of consumer and industrial applications where critical performance characteristics are required.

Note 14 to the Company's consolidated financial statements included elsewhere herein provides information related to the Company's business segments in accordance with generally accepted accounting principles.

Industry Overview

Steel and metal processors occupy a market niche that exists between the primary steel and metal producers and end-users and others. Primary steel and metal producers typically focus on the sale of standard size and tolerance steel and other metals to large volume purchasers, including steel and metal processors. At the same time, end-users require steel with closer tolerances and with shorter lead times than the primary steel and metal producers can provide efficiently. Steel processors, through the application of various higher value-added processes such as cold-rolling and specialized heat-treating methods, process steel of a precise grade, temper, tolerance and finish. End product manufacturers incorporate the processed steel into finished goods.

Products and Services

Processed Steel Products Segment

The Company's cold-rolled strip steel is used in applications which demand more precise widths, improved surface conditions and tighter gauge tolerances than are supplied by primary producers of flat-rolled steel products. Consistent with its strategy of focusing on high value-added products and services, the Company produces a broad range of fully processed cold-rolled strip steel products. The Company buys wide, open tolerance sheet steel in coils from primary steel producers and processes it to specific customer orders by performing such computer-aided processes as cold reduction, annealing, edge rolling and slitting. Cold reduction is the rolling of steel to a specified thickness, tolerance and finish. Annealing is a thermal process which changes hardness and certain metallurgical characteristics of steel. Temper rolling is the rolling of steel to a specific hardness. Edge rolling involves conditioning edges of processed steel into square, full round or partially round shapes. Slitting is the cutting of steel to specified widths. Depending on customer specifications, one or more of these processes are utilized to produce steel strip of a precise grade, temper, tolerance and finish. Customers for the Company's strip steel products include manufacturers in the automotive, automotive supply, power and hand tool, hardware and other industries.

The Company operates nine rolling mills at its facilities in Cleveland, Ohio and Buffalo, New York, all of which are QS 9000 certified. Equipment at these facilities includes a computerized, three-stand, four-high tandem mill and eight single-stand, two- and four-high mills. The Company has the capability to process coils up to a maximum of 72 inch outside diameter and roll widths of up to 50 inches. Its rolling mills include automatic gauge control systems with hydraulic screw downs allowing for microsecond adjustments during processing. Its computerized mills enable it to satisfy industry demand for a wide range of steel from heavier gauge and special alloy steels to low carbon and light gauge steels, in each case having a high-quality finish and precision gauge tolerance. This equipment can process flat-rolled steel to specific customer requirements for thickness tolerances as close as .0002 inches. The Company also operates a 56-inch reversing mill which it believes is one of the widest of its type in the strip steel industry.

The Company's rolling facilities are further complemented by 18 high convection annealing furnaces, which allow for shorter annealing times than conventional annealers. Thirteen of its furnaces and bases employ state -of-the-art technology, incorporating the use of a hydrogen atmosphere for the production of cleaner and more uniform steel. As a result of the Company's annealing capabilities, it is able to produce cold-rolled strip with improved consistency in terms of thickness, hardness, molecular grain structure and surface.

The Company can produce certain strip steel products on oscillated coils, which wind strip steel similar to the way fishing line is wound on a reel. Oscillating the strip steel enables the Company to put at least six times greater volume of finished product on a coil than standard ribbon winding, allowing customers to achieve longer production runs by reducing the number of equipment shut-downs to change coils. Customers are thus able to increase productivity, reduce downtime, improve yield and lengthen die life. These benefits to customers allow the Company to achieve higher margins on oscillated products. To the Company's knowledge, only a few other steel processors are able to produce oscillated coils, and the Company is not aware of any competitor that can produce 12,000 pound oscillated coils, the maximum size the Company produces.

The Company is one of only four domestic manufacturers of high-tensile steel strapping, which is subject to strength requirements imposed by the American Society for Testing and Materials for packaging of different products for common carrier transport. This high-tensile steel strapping is essential to producers of large, heavy products such as steel, paper and lumber where reliability of the packaging material is critical to the safe transport of the product.

The Company's QS 9000 certified strapping facility manufactures high-tensile steel strapping by slitting, oscillating, heat-treating, painting and packaging cold-rolled coils.

Steel strapping utilizes material which is cold-rolled to precise gauge on one of the Company's rolling mills, which incorporates hydraulic screw downs and automatic gauge controls with statistical charting. This process ensures strapping product of the most uniform gauge available and produces the maximum amount of strapping per pound of steel. All products are tested by on-site laboratory personnel for width, thickness and other physical and metallurgical properties.

To meet the differing needs of its customers, the Company offers its strapping products in various thicknesses, widths and coil sizes. The Company also manufactures custom color and printed strapping. In addition, the Company offers related strapping products, such as seals and tools, and is able to manufacture tensional strapping for lighter duty applications.

The Company's coated steel products include pre-painted single bill packages, PVC spiral pre-painted product, purlin stock and liner panel stock, galvanized, galvalume and pre-painted sheet product. The Company is capable of providing steel in more than 500 colors and in a variety of coatings, including galvanized and galvalume.

The Company also operates two state-of-the-art materials management facilities that link primary steel producers and end-user manufacturers by integrating the inventory purchasing, receiving, inspection, billing, storage and shipping functions and producing true just-in-time delivery of materials. The Company's facilities receive shipments of steel by rail and truck from primary steel producers, which retain ownership of the steel until it is delivered to the end-user manufacturer. The Company inspects the steel and stores it in a climate-controlled environment on a specialized stacker crane and rack system. When an order is placed, the Company can deliver the steel to the end-user manufacturer within one hour using trucks that have been custom designed for facilitating the loading and unloading process. This enables end-user manufacturers to reduce their raw material inventory. These facilities have certain proprietary data processing systems that link the primary steel producer with the end-user manufac turer and also link both parties to the facilities.

The Company also has a 31% interest in a joint venture that has two steel pickling operations in Ohio. After the hot-rolling process, the surface of sheet steel is left with a residue known as scale, which must be removed prior to further processing by a cleaning process known as pickling. This joint venture pickles steel on a toll basis, receiving fees for pickling services without acquiring ownership of the steel.

Building Products Segment

The Company manufactures over 5,000 building and construction products for sale throughout the United States to home centers, building material wholesalers, buying groups, discount stores, distributors and residential, industrial and commercial contractors. The Company's building and construction products are manufactured primarily from galvanized and painted steel, as well as from aluminum and copper. Many of these building and construction products are designed to meet and exceed increasingly stringent building codes and insurance company requirements governing both residential and commercial construction. These products include ventilation products and accessories; storm panel systems; mailboxes; steel lumber connectors; roof edging and flashing; aluminum soffit; drywall corner bead, wind brace and starter strip; painted coil stock; metal roofing and accessories; steel framing; rain-carrying systems, including gutters and accessories; bath cabinets; access doors; roof hatches and smoke vents; telescopi ng doors; builders' hardware, such as door knockers, door stops, shelving and closet rods; and grilles, registers and defusers.

The Company's existing building and construction products operations is comprised of facilities located in Florida, Tennessee, Texas, Mississippi, Wisconsin, Minnesota, California, North Carolina, New Jersey, Colorado, Ohio and Michigan.

Heat-Treating Segment

The Company provides a wide range of metallurgical heat-treating processes in which customer-owned metal parts are exposed to precise temperatures, atmospheres and quenchants and other conditions to improve their mechanical properties, durability and wear resistance. These processes include case-hardening, neutral-hardening and through-hardening, annealing, normalizing, vacuum hardening, carburizing, nitriding and brazing, as well as a host of other processes. These heat-treating processes can harden, soften or otherwise impart desired properties to parts made of steel, aluminum, copper, powdered metals and various alloys and other metals.

The Company's heat-treating operations, with facilities in North Carolina, South Carolina, Tennessee, Georgia, Alabama, Michigan, Indiana and Illinois, expanded in 2001 with the acquisition of Pennsylvania Industrial Heat Treaters, Inc. (PIHT) in February 2001. PIHT provides metallurgical heat treating services at its facility in Pennsylvania, and specializes in heat-treating powered metal parts. The Company maintains a metallurgical laboratory at each facility with trained metallurgists providing a range of testing capabilities to add value to treated parts and enhance quality control. Consistent quality control is maintained by application of a statistical process control system and QS 9000 registration. Additionally, the Company maintains a fleet of trucks and trailers to provide rapid turnaround time for its customers.

Due to time and costs associated with transporting materials and customers' need for just-in-time delivery of heat treated products, the commercial heat treating industry has developed as a regional industry concentrated in major industrial areas of the country. In addition, the commercial heat treating industry has realized significant growth in recent years as many companies involved in the manufacture of metal components outsource their heat treating requirements. The Company believes that its heat treating facilities are strategically located to meet the needs of customers from a geographically diverse base of operations and to capitalize on the growing trend in outsourcing of heat treating operations.

Quality Control

The Company carefully selects its raw material vendors and uses computerized inspection and analysis to assure that the steel and other metals which it processes will be able to meet the most critical specifications of its customers. The Company uses documented procedures during the production process, along with statistical process control computers linked directly to processing equipment, to monitor that such specifications are met. Physical, chemical and metallographic analyses are performed during the production process to verify that mechanical and dimensional properties, cleanliness, surface characteristics and chemical content are within specification.

Suppliers and Raw Materials

Steel and metal processing companies are required to maintain substantial inventories of raw materials in order to accommodate the short lead times and just-in-time delivery requirements of their customers. Accordingly, the Company generally maintains its inventory of raw materials at levels that it believes are sufficient to satisfy the anticipated needs of the customers based upon historic buying practices and market conditions. The primary raw material processed by the Company is flat rolled steel purchased at regular intervals primarily from approximately 20 major North American suppliers and a limited number of foreign steel companies. The Company has no long-term commitments with any of its suppliers.

Technical Services

The Company employs a staff of engineers and other technical personnel and maintains fully-equipped, modern laboratories to support its operations. These laboratories enable the Company to verify, analyze and document the

physical, chemical, metallurgical and mechanical properties of its raw materials and products. Technical service personnel also work in conjunction with the sales force to determine the types of steel required for the particular needs of the Company's customers.

Sales and Marketing

The Company's products and services are sold primarily by Company sales personnel and outside sales representatives located throughout the United States and Mexico.

Customers and Distribution

The Company has approximately 10,000 customers located throughout the United States, Canada and Mexico principally in the automotive, automotive supply, building and construction, steel, machinery and fastener industries. Major customers include automobile manufacturers and suppliers, building and construction product distributors, and commercial and residential contractors. No customer of the Company represented 10% or more of the Company's net sales for 1999, 2000 or 2001.

During 1999, 2000 and 2001, one customer of the Company's Processed Steel Products segment accounted for 12.5%, 10.5% and 10.2%, respectively, of this segment's net sales. During 1999, 2000 and 2001, one customer of the Company's Building Products segment accounted for 16.8%, 16.3% and 17.2%, respectively, of this segment's net sales. During 2000 and 2001, one customer of the Company's Heat Treating segment accounted for 11.6% and 10.6%, respectively, of this segments net sales. No other single customer accounted for more than 10% of any segment's net sales during this three year period.

The Company manufactures its products exclusively to customer order rather than for inventory, except for building and construction products. Although the Company negotiates annual sales orders with a majority of its customers, these orders are subject to customer confirmation as to product amounts and delivery dates.

Competition

The steel processing market is highly competitive. The Company competes with a small number of other steel processors, some of which also focus on fully processed, high value-added steel products. The Company competes on the basis of the precision and range of achievable tolerances, quality, price and the ability to meet delivery schedules dictated by customers.

The Company competes with numerous suppliers of building and construction products in its market based on the broad range of products offered, quality, price and delivery.

The Company competes with a small number of suppliers of heat treating services in its market areas on the basis of processes offered, quality, price, and delivery.

Employees

At December 31, 2001, the Company employed approximately 3,400 people, of which approximately 520, or 15.3%, are represented by collective bargaining agreements.

Backlog

Because of the nature of the Company's products and the short lead time order cycle, backlog is not a significant factor in the Company's business. The Company believes that substantially all of its firm orders existing on December 31, 2001 will be shipped prior to the end of 2002.

Governmental Regulation

The Company's processing centers and manufacturing facilities are subject to many federal, state and local requirements relating to the protection of the environment. The Company believes that it is in material compliance with all environmental laws, does not anticipate any material expenditures in order to meet environmental requirements and does not believe that future compliance with such laws and regulations will have a material adverse effect on its results of operations or financial condition.

The Company's operations are also governed by many other laws and regulations. The Company believes that it is in material compliance with these laws and regulations and does not believe that future compliance with such laws and regulations will have a material adverse effect on its results of operations or financial condition.

Item 2.

Description of Properties

The Company maintains its corporate headquarters in Buffalo, New York and conducts its business operations in facilities located throughout the United States.

The Company believes that its primary existing facilities, listed below, and their equipment are effectively utilized, well maintained, in good condition and will be able to accommodate its capacity needs through 2002.

Location

Utilization

Square Footage

Corporate
Buffalo, New York


Headquarters


23,000*

Processed Steel Products
Cheektowaga, New York


Cold-rolled strip steel processing and
   strapping products


148,000  

Tonawanda, New York

Cold-rolled strip steel and precision
   metals processing


128,000  

Cleveland, Ohio

Cold-rolled strip steel processing

259,000  

Ithaca, New York

Warehouse

14,300*

Dearborn, Michigan

Strapping tool products

3,000  

Lackawanna, New York

Materials management facility

65,000*

Woodhaven, Michigan

Materials management facility

100,000  

Franklin Park, Illinois

Precision metals processing

99,000  

Birmingham, Alabama

Precision metals processing

97,900*

Brownsville, Texas

Distribution warehouse

15,000*

Troy, Michigan

Sales office

800*

Building Products
Jacksonville, Florida


Administrative office and
   building products manufacturing


261,400*

Miami, Florida

Building products manufacturing

77,000*

Tampa Florida

Building products manufacturing

50,000*

Nashville, Tennessee

Building products manufacturing

52,500*

San Antonio, Texas

Building products manufacturing

120,000*

Houston, Texas

Building products manufacturing

42,000*

Vidalia, Georgia

Warehouse

34,000*

Taylorsville, Mississippi

Building products manufacturing

54,000  

Taylorsville, Mississippi

Building products manufacturing

238,700  

Enterprise, Mississippi

Building products manufacturing

194,300  

Appleton, Wisconsin

Building products manufacturing

100,300  

Appleton, Wisconsin

Building products manufacturing

42,600  

Joplin, Missouri

Warehouse

45,400  

Montgomery, Minnesota

Administrative office and building
   products manufacturing


115,600  

Montgomery, Minnesota

Building products manufacturing

22,000*

Livermore, California

Building products manufacturing

103,500*

Rancho Cucamonga, California

Warehouse

20,600*

North Wikesboro, N. Carolina

Building products manufacturing

23,000*

North Wikesboro, N. Carolina

Administrative office

900*

Hainesport, New Jersey

Warehouse

15,000*

Denver, Colorado

Administrative office and
   building products manufacturing


90,000*

Denver, Colorado

Building products manufacturing

30,000*

Largo, Florida

Building products manufacturing

100,000  

Holland, Ohio

Administrative office

3,500*

Lima, Ohio

Building products manufacturing

203,000  

Coopersville, Michigan

Building products manufacturing

246,000  

Heat Treating

 

 

Fountain Inn, S. Carolina

Heat treating

82,400  

Reidsville, N. Carolina

Heat treating

53,500  

Arden, N. Carolina

Heat treating

20,400*

Charlotte, N. Carolina

Administrative office

3,400*

Morristown, Tennessee

Heat treating

24,200  

Conyers, Georgia

Heat treating

18,700*

Athens, Alabama

Heat treating

20,000  

Coldwater, Michigan

Administrative office and heat treating

89,000  

Benton Harbor, Michigan

Administrative office and heat treating

56,700  

Benton Harbor, Michigan

Warehouse

25,000*

Greensburg, Indiana

Heat treating

30,000*

South Bend, Indiana

Heat treating

33,900  

Rockford, Illinois

Warehouse

15,600  

Rockford, Illinois

Heat treating

54,400  

Northlake, Illinois

Administrative office and heat treating

200,000*

St. Marys, Pennsylvania

Administrative office and heat treating

50,100  

*  - Leased. All other facilities owned.

Item 3.

Legal Proceedings

From time to time, the Company is named a defendant in legal actions arising out of the normal course of business. The Company is not a party to any pending legal proceeding the resolution of which the management of the Company believes will have a material adverse effect on the Company's results of operations or financial condition or to any other pending legal proceedings other than ordinary, routine litigation incidental to its business. The Company maintains liability insurance against risks arising out of the normal course of business.

 

 Item 4.

Submission of Matters to a Vote of Security Holders

Not applicable.

 

PART II

 Item 5.

Market for Common Equity and Related Stockholder Matters


As of December 31, 2001, there were 122 shareholders of record of the Company's common stock. However, the Company believes that it has a significantly higher number of shareholders because of the number of shares that are held by nominees.

The Company's common stock is traded in the over-the-counter market and quoted on the National Association of Securities Dealers Automated Quotation System - National Market System ("Nasdaq"). Its trading symbol is "ROCK". The following table sets forth the high and low sales prices per share for the Company's common stock for each quarter of 2001 and 2000:

 

2001

2000

 

High

Low

High

Low

Fourth Quarter

$20.960

$15.150

$18.000

$11.500

Third Quarter

  20.220

  13.430

  19.375

  14.000

Second Quarter

  22.000

  15.688

  18.813

  12.813

First Quarter

  18.125

  14.250

  24.000

  14.750

The Company declared dividends of $.035 per share in the first, second and third quarters of 2001.

The Company declared dividends of $.025 per share in the first quarter of 2000 and $.030 per share in each of the second, third and fourth quarters of 2000.

Item 6

Selected Financial Data

(in thousands, except per share data)

Year Ended December 31,

2001

2000

1999

1998

1997

Net Sales

$

616,028

$

677,540

$

621,918

$

557,944

$

449,700

EBITDA

60,995

81,080

72,921

57,788

41,081

Income from operations

37,509

59,892

55,469

44,455

32,603

Interest expense

16,446

18,942

13,439

11,389

5,115

Income before income taxes

21,063

40,950

42,030

33,066

27,488

Income taxes

8,530

16,585

17,022

13,226

11,072

Net income

12,533

24,365

25,008

19,840

16,416

Net income per share-Basic

$

1.00

$

1.94

$

1.99

$

1.59

$

1.33

Weighted average shares

   outstanding-Basic

12,591

12,577

12,540

12,456

12,357

Net income per share-Diluted

$

.98

$

1.92

$

1.95

$

1.57

$

1.30

Weighted average shares

   outstanding-Diluted

12,773

12,685

12,806

12,651

12,591

Cash dividends per common

   share

$

.135

$

0.115

$

0.125

$

-

$

-

Current assets

$

166,615

$

187,594

$

182,591

$

175,834

$

130,746

Current liabilities

61,551

55,187

69,668

51,598

43,101

Total assets

535,040

556,046

522,080

438,435

281,336

Total debt

212,275

255,853

236,621

200,746

83,024

Shareholders' equity

218,347

208,348

185,459

160,308

140,044

Capital expenditures

$

14,344

$

19,619

$

21,999

$

22,062

$

21,784

Depreciation

18,976

17,212

14,613

11,221

7,475

Amortization

4,510

3,976

2,839

2,112

1,003

 

 

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Year Ended 2001 Compared to Year Ended 2000

Consolidated

Net sales decreased $61.5 million, or 9.1%, to $616.0 million in 2001, a decrease of $61.5 million or 9.1%, from net sales of $677.5 million in 2000. This decrease resulted primarily from changes in the general economy, particularly reduced production levels in the automotive industry, offset by including the net sales of Pennsylvania Industrial Heat Treating, Inc. (acquired February 13, 2001) (the 2001 acquisition) and a full year's net sales of Milcor, Inc. (acquired July 17, 2000) (the 2000 acquisition).

Cost of sales decreased $41.8 million, or 7.7%, to $499.9 million in 2001 from $541.7 million in 2000. Cost of sales as a percentage of net sales increased to 81.2% in 2001 from 80.0% in 2000 primarily due to higher transportation, health insurance, utility, labor costs and fixed costs as a percentage of net sales due to lower sales volume in 2001 compared to 2000, partially offset by lower raw material costs in 2001.

Selling, general and administrative expenses increased $2.7 million, or 3.5%, to $78.6 million in 2001 from $75.9 million in 2000. Selling, general and administrative expenses as a percentage of net sales increased to 12.8% in 2001 from 11.2% in 2000 primarily due to the non-cash charge of $1.0 million relating to the Company's E-Commerce investment and costs from the 2001 and 2000 acquisitions, which have higher selling, general and administrative costs as a percentage of net sales than our existing operations, offset by decreases in incentive based compensation.

Interest expense decreased $2.5 million from 2000 to 2001 due to reduced interest rates and decreased average borrowings in 2001.

As a result of the above, income before taxes decreased $19.9 million, or 48.6%, to $21.0 million in 2001 from $40.9 million in 2000.

Income taxes approximated $8.5 million in 2001, based on a 40.5% effective rate.

Segment Information

Processed Steel Products - Net sales decreased $69.0, or 21.5%, to $252.4 million in 2001, from net sales of $321.4 million in 2000. This decrease was primarily due to reduced production levels in the automotive industry.

Income from operations decreased 25.5% to $29.2 million in 2001 from $39.1 million in 2000. Operating margin decreased to 11.6% of net sales in 2001 from 12.2% in 2000, primarily due to higher health insurance, labor and utility costs as a percentage of net sales, partially offset by lower raw material costs and decreases in incentive based compensation.

Building Products - Net sales increased $14.8 million, or 5.3%, to $292.5 million in 2001 from $277.7 million in 2000. This increase was primarily due to including the full year's net sales of Milcor (acquired July 17, 2000) (the 2000 acquisition), partially offset by a decrease in net sales of existing operations due to changes in the general economy.

Income from operations decreased 19.2% to $18.2 million in 2001 from $22.5 million in 2000.

Operating margin decreased to 6.2% of net sales in 2001 from 8.1% in 2000, primarily due to higher costs as a percentage of net sales from the 2000 acquisition and higher material, transportation, health insurance and utility costs as a percentage of net sales at existing operations.

Heat Treating - Net sales decreased $7.3 million, or 9.3%, to $71.2 million in 2001 from $78.5 million in 2000. This decrease was primarily due to changes in the general economy, particularly reduced production levels in the automotive industry partially offset by including the net sales of Pennsylvania Industrial Heat Treaters, Inc. (acquired February 13, 2001) (the 2001 acquisition).

Income from operations decreased 32.6% to $8.8 million in 2001 from $13.1 million in 2000. Operating margin decreased to 12.4% of net sales in 2001 from 16.6% in 2000, primarily due to higher health insurance and utility costs as a percentage of net sales at existing operations, partially offset by decreases in incentive based compensation and by lower costs as a percentage of net sales from the 2001 acquisition.

 

Year Ended 2000 Compared to Year Ended 1999

Consolidated

Net sales increased $55.6 million, or 8.9%, to a record $677.5 million in 2000 from $621.9 million in 1999, despite the elimination of $19.4 million in sales from disposed of operations that were included in 1999 sales and a slowdown in the automotive and building products markets in the fourth quarter of 2000. This increase primarily resulted from including the net sales of Milcor (acquired July 17, 2000) (the 2000 acquisition) from its acquisition date, and a full year of net sales of Southeastern Heat Treating (acquired April 1, 1999), Weather Guard (acquired July 1, 1999), Hi-Temp (acquired August 1, 1999), Brazing Concepts (acquired November 1, 1999) and Hughes (acquired December 1, 1999) (the 1999 acquisitions), together with sales growth at existing operations.

Cost of sales increased $47.8 million, or 9.7%, to $541.7 million in 2000 from $493.9 million in 1999. Cost of sales as a percentage of net sales increased to 80.0% in 2000 from 79.4% in 1999 primarily due to the impact of the slowdown in the automotive and construction products markets in the fourth quarter of 2000.

Selling, general and administrative expenses increased $3.4 million, or 4.7%, to $75.9 million in 2000 from $72.5 million in 1999. Selling, general and administrative expenses as a percentage of net sales decreased to 11.2% in 2000 from 11.7% in 1999 primarily due to the elimination of expenses from disposed of operations and decreases in performance based compensation, partially offset by higher costs attributable to the 1999 and 2000 acquisitions.

Interest expense increased $5.5 million from 1999 to 2000 due to higher borrowings as a result of the acquisitions, current year capital expenditures and due to a higher effective interest rate in 2000 than in 1999.

As a result of the above, income before taxes decreased $1.1 million, or 2.6%, to $40.9 million in 2000 from $42.0 million in 1999.

Income taxes approximated $16.6 million in 2000, based on a 40.5% effective rate.

Segment Information

Processed Steel Products - Net sales for 2000 remained at approximately the same level as the prior year at $321.4 million compared to $322.2 million in 1999. Sales growth at continuing operations offset approximately $19.4 million in sales from disposed of operations in 1999.

Income from operations decreased .3% to $39.1 million in 2000 from $39.2 million in 1999. Operating margin for 2000 remained consistent with the prior year at 12.2% primarily as a result of the favorable effect of the elimination of higher costs related to the disposed of operations offset by reduced higher margin sales due to the slowdown in the automotive industry in the fourth quarter of 2000, higher raw material costs related to the automotive industry and an increase in performance-based compensation.

Building Products - Sales increased $28.4 million, or 11.4%, to $277.7 million in 2000 from $249.3 million in 1999. This increase was primarily due to including the net sales of Milcor (acquired July 17, 2000) (the 2000 acquisition), Weather Guard (acquired July 1, 1999) and Hughes (acquired December 1, 1999) (the 1999 acquisitions) partially offset by a decrease in net sales of existing operations due to changes in the general economy.

Income from operations decreased by 11.8% to $22.5 million in 2000 from $25.5 million in 1999. Operating margin decreased to 8.1% in 2000 from 10.2% in 1999. This decrease was due to reduced sales volume from existing operations, increased transportation costs, fixed employee costs and higher direct labor costs related to the 2000 acquisition partially offset by a decrease in performance-based compensation.

Heat Treating - Net sales increased $28.1 million, or 55.8%, to $78.5 million in 2000 from $50.4 million in 1999. This increase was primarily due to including the net sales of Southeastern Heat Treating (acquired April 1, 1999), Hi-Temp (acquired August 1, 1999) and Brazing Concepts (acquired November 1, 1999) (the 1999 acquisitions).

Income from operations increased 55.3% to $13.1 million in 2000 from $8.4 million in 1999 primarily due to higher sales volumes from the 1999 acquisitions. Operating margin for 2000 decreased slightly to 16.6% from 16.7% in 1999 due to increases in utility and direct labor costs offset by decreased costs related to performance-based compensation and higher margins resulting from the 1999 acquisitions.

 

Liquidity and Capital Resources

During 2001, the Company's working capital decreased by $27.3 million to $105.1 million at December 31, 2001 from $132.4 million at December 31, 2000. This decrease resulted primarily from our inventory reduction efforts to match inventory levels with sales due to the general economic slowdown. Working capital was used to reduce long-term debt by $44.0 million to $211.5 million at December 31, 2001, resulting in the decrease of the ratio of long-term debt to total capitalization to 49.2%.

The Company's principal capital requirements are to fund its operations, including working capital requirements, the purchase and funding of improvements to its property and equipment, and to fund acquisitions.

The Company's primary sources of liquidity are from cash provided by operating activities. Net cash provided by operating activities of $75.8 million resulted primarily from net income of $12.5 million, a decrease in inventory of $25.1 million, depreciation and amortization of $23.5 million, the provision for deferred income taxes of $4.5 million, a decrease in accounts receivable of $2.2 million and increases in accounts payable and accrued expenses of $5.9 million.

Borrowing under the Company's revolving credit agreement are secured with its accounts receivable, inventories and property and equipment. At December 31, 2001, the Company had interest rate swap agreements outstanding which converted $50 million of borrowings under the revolving credit agreement to fixed rates ranging from 7.97% to 8.68%. The Company accounts for interest rate swap agreements on an accrual basis. Additional borrowings under the revolving credit facility carry interest at LIBOR plus a fixed rate. The weighted average interest rate of these borrowings was 4.43% at December 31, 200l.

Net cash provided by operating activities of $75.8 million was primarily used for the reduction of debt, the acquisition of Pennsylvania Industrial Heat Treaters, Inc., capital expenditures and payment of cash dividends.

The Company believes that availability under its credit facility, together with funds generated from operations, will be more than sufficient to provide the Company with the liquidity and capital resources necessary to fund its anticipated working capital requirements, acquisitions and capital expenditure commitments for the next twelve months.

The Company believes that environmental issues will not require the expenditure of material amounts for environmental compliance in the future.

 

Recent Accounting Pronouncement

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133 Accounting for Derivative Instruments and Hedging Activities (FAS No. 133) which requires recognition of the fair value of derivatives in the statement of financial position, with changes in the fair value recognized either in earnings or as a component of other comprehensive income dependent upon the hedging nature of the derivative. This statement was implemented in 2001 and did not have a material impact on the Company's earnings or other comprehensive income.

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141 Business Combinations and Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets. FAS No. 141 requires that all business combinations be accounted for under the purchase method only and that certain acquired intangible assets in a business combination be recognized as assets apart from goodwill. FAS No. 142 requires that ratable amortization of goodwill be replaced with periodic tests of the goodwill's impairment and that intangible assets other than goodwill should be amortized over their useful lives. Implementation of FAS No. 141 and FAS No. 142 is required for fiscal 2002. The Company is currently assessing the impact FAS No. 141 and FAS No. 142 will have on its results of operations.

 

Safe Harbor Statement

The Company wishes to take advantage of the Safe Harbor provisions included in the Private Securities Litigation Reform Act of 1995 (the "Act"). Statements by the Company, other than historical information, constitute "forward looking statements" within the meaning of the Act and may be subject to a number of risk factors. Factors that could affect these statements include, but are not limited to, the following: the impact of changing steel prices on the Company's results of operations; changing demand for the Company's products and services; and changes in interest or tax rates.

 

Company Responsibility For Financial Statements

 

The accompanying consolidated financial statements of Gibraltar Steel Corporation have been prepared by management, which is responsible for their integrity and objectivity. The statements have been prepared in conformity with accounting principles generally accepted in the United States and include amounts based on management's best estimates and judgments. Financial information elsewhere in this Annual Report is consistent with that in the consolidated financial statements.

The Company has established and maintains a system of internal control designed to provide reasonable assurance that assets are safeguarded and that the financial records reflect the authorized transactions of the Company.

The financial statements have been audited by PricewaterhouseCoopers LLP, independent accountants. As part of their audit of the Company's 2001 financial statements, PricewaterhouseCoopers LLP considered the Company's system of internal control to the extent they deemed necessary to determine the nature, timing and extent of their audit tests.

The Board of Directors pursues its responsibility for the Company's financial reporting through its Audit Committee, which is composed entirely of outside directors. The independent accountants have direct access to the Audit Committee, with and without the presence of management representatives, to discuss the results of their audit work and their comments on the adequacy of internal accounting controls and the quality of financial reporting.

 

 

 

 

 

 

 

Brian J. Lipke
Chairman of the Board
and Chief Executive Officer

 

 

 

Walter T. Erazmus
President

 

 

 

John E. Flint
Vice President
and Chief Financial Officer

 

Item 8.               Financial Statements and Supplementary Data

Page Number

Index to Financial Statements:

 

   Financial Statements:

 

                  Report of Independent Accountants

21

                  Consolidated Balance Sheet at December 31, 2001 and 2000

22

                  Consolidated Statement of Income for the three years
                  ended December 31, 2001


23

                  Consolidated Statement of Cash Flows for the three
                   years ended December 31, 2001


24

                  Consolidated Statement of Shareholders' Equity for
                  the three years ended December 31, 2001


25

                  Notes to Consolidated Financial Statements

26

Supplementary Data:



   Quarterly Unaudited Financial Data

37

 

 

Report of Independent Accountants

 

 

To the Board of Directors and

Shareholders of Gibraltar Steel Corporation

 

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Gibraltar Steel Corporation and its subsidiaries at December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the finan cial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

 

 

PricewaterhouseCoopers LLP
Buffalo, New York
March 8, 2002,
except as to Note 17, for which
the date is March 13, 2002

 

GIBRALTAR STEEL CORPORATION
CONSOLIDATED BALANCE SHEET
(in thousands, except share and per share data)

December 31,

ASSETS

2001

2000

Current assets:

     Cash and cash equivalents

$

8,150 

$

1,701 

     Accounts receivable

76,696 

78,358 

     Inventories

75,847 

100,987 

     Other current assets

5,922 

6,548 

          Total current assets

166,615 

187,594 

Property, plant and equipment, net

228,443 

229,159 

Goodwill

132,717 

130,368 

Other assets

7,265 

8,925 

$

535,040 

$

556,046 

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:

     Accounts payable

$

43,612 

$

39,285 

     Accrued expenses

17,126 

15,575 

     Current maturities of long-term debt

813 

327 

          Total current liabilities

61,551 

55,187 

Long-term debt

211,462 

255,526 

Deferred income taxes

38,043 

34,325 

Other non-current liabilities

5,637 

2,660 

Shareholders' equity

     Preferred shares, $.01 par value; authorized:

       10,000,000 shares; none outstanding

     Common shares, $.01 par value; authorized:

       50,000,000 shares; outstanding:

       12,607,061 shares in 2001 and 12,567,147 shares in 2000

126 

126 

     Additional paid-in capital

69,221 

68,475 

     Retained earnings

150,578 

139,747 

     Accumulated comprehensive loss

(1,578)

          Total shareholders' equity

218,347 

208,348 

$

535,040 

$

556,046 

 

 

 

The accompanying notes are an integral part of these financial statements

GIBRALTAR STEEL CORPORATION
CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per share data)

Year Ended December 31,

2001

2000

1999

Net sales

$

616,028

$

677,540

$

621,918

Cost of sales

499,945

541,743

493,945

     Gross profit

116,083

135,797

127,973

Selling, general and administrative expense

78,574

75,905

72,504

     Income from operations

37,509

59,892

55,469

Interest expense

16,446

18,942

13,439

     Income before taxes

21,063

40,950

42,030

Provision for income taxes

8,530

16,585

17,022

     Net income

$

12,533

$

24,365

$

25,008

Net income per share - Basic

$

1.00

$

1.94

$

1.99

Weighted average shares outstanding - Basic

12,591

12,577

12,540

Net income per share - Diluted

$

.98

$

1.92

$

1.95

Weighted average shares outstanding - Diluted

12,773

12,685

12,806

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these financial statements

GIBRALTAR STEEL CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)

Year Ended December 31,

2001

2000

1999

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

12,533 

$

24,365 

$

25,008 

Adjustments to reconcile net income to net cash

provided by operating activities:

     Depreciation and amortization

23,486 

21,188 

17,452 

     Provision for deferred income taxes

4,545 

5,252 

2,383 

     Undistributed equity investment income

547 

(253)

(466)

     Other noncash adjustments

157 

116 

697 

     Increase (decrease) in cash resulting

     from changes in (net of effects from acquisitions):

        Accounts receivable

2,290 

5,660 

(118)

        Inventories

25,140 

(206)

6,873 

        Other current assets

495 

(2,829)

(272)

        Accounts payable and accrued expenses

5,885 

(16,551)

10,242 

        Other assets

739 

(2,622)

(1,130)

     Net cash provided by operating activities

75,817 

34,120 

60,669 

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisitions, net of cash acquired

(10,832)

(42,880)

(65,380)

Investments in property, plant and equipment

(14,344)

(19,619)

(21,999)

Net proceeds from sale of property and equipment

435 

7,753 

2,838 

     Net cash used in investing activities

(24,741)

(54,746)

(84,541)

CASH FLOWS FROM FINANCING ACTIVITIES

Long-term debt reduction

(92,843)

(63,157)

(67,160)

Proceeds from long-term debt

49,265 

82,389 

94,081 

Repurchase of common stock

(181)

Net proceeds from issuance of common stock

589 

36 

1,014 

Payment of dividends

(1,638)

(1,447)

(1,253)

     Net cash (used in) provided by financing activities

(44,627)

17,640 

26,682 

Net increase (decrease) in cash and cash equivalents

6,449 

(2,986)

2,810 

Cash and cash equivalents at beginning of year

1,701 

4,687 

1,877 

Cash and cash equivalents at end of year

$

8,150 

$

1,701 

$

4,687 

 

The accompanying notes are an integral part of these financial statements

 

GIBRALTAR STEEL CORPORATION
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
(in thousands)

Additional
Paid-in
Capital

Accumulated
Comprehensive
Loss

Common Shares

Retained
Earnings

Shares

Amount

Balance at December 31, 1998

12,484 

$

125

$

66,613

$

93,570 

$

     Net income

-

-

25,008 

     Stock options exercised and tax
      benefit

72 

1

1,124

     Cash dividend - $.125 per share

-

-

(1,568)

     Earned portion of restricted stock

-

116

     Profit sharing plan contributions

21 

-

470

Balance at December 31, 1999

12,577 

126

68,323

117,010 

     Net income

-

-

24,365 

     Stock options exercised and tax
      benefit

-

36

     Cash dividend - $.115 per share

-

-

(1,447)

     Earned portion of restricted stock

-

116

     Repurchase of common stock

(13)

-

-

(181)

Balance at December 31, 2000

12,567 

$

126

$

68,475

$

139,747 

     Implementation of FAS 133

-

-

(191)

     Net income

-

-

12,533 

     Stock options exercised and tax
     benefit

40 

-

629

     Cash dividend - $.135 per share

-

-

(1,702)

     Earned portion of restricted stock

-

117

     Interest rate swap adjustments

-

-

(1,387)

Balance at December 31, 2001

12,607 

$

126

$

69,221

$

150,578 

$

(1,578)

 

 

The accompanying notes are an integral part of these financial statements

 

GIBRALTAR STEEL CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the accounts of Gibraltar Steel Corporation and subsidiaries (the Company). Significant intercompany accounts and transactions have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand, checking accounts and all highly liquid investments with a maturity of three months or less.

Inventories

Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Accelerated methods are used for income tax purposes. Interest is capitalized in connection with construction of qualified assets. Under this policy, interest of $469,000, $552,000 and $357,000 was capitalized in 2001, 2000 and 1999, respectively.

Goodwill

Goodwill is amortized over 35 years. Amortization expense related to goodwill was $4,168,000, $3,710,000 and $2,647,000 in 2001, 2000, and 1999, respectively. Accumulated amortization was $14,129,000 and $9,961,000 at December 31, 2001 and 2000.

Shareholders' Equity

In 1999, the Company issued 20,572 of its common shares as contributions to its profit sharing plans. The Company did not contribute any of its shares to its profit sharing plans during 2001 or 2000.

During 2001 and 2000, the Company declared dividends of $1,702,000 and $1,447,000, respectively, of which $442,000 and $377,000 are accrued at December 31, 2001 and 2000, respectively.

During 2000, the Company purchased 12,572 shares of its outstanding common stock at a cost of $14.38 per share. The Company did not repurchase any shares of its common stock in either 2001 or 1999.

 

Interest Rate Exchange Agreements

Interest rate swap agreements, which are used by the Company in the management of interest rate risk, are accounted for on an accrual basis. Amounts to be paid or received under interest rate swap agreements are recognized as interest expense or income in the periods in which they accrue. Swaps are not used for trading purposes.

Income Taxes

The financial statements of the Company have been prepared using the asset and liability approach in accounting for income taxes which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of other assets and liabilities.

Earnings Per Share

Basic net income per share equals net income divided by the weighted average shares outstanding during the year. The computation of diluted net income per share includes all dilutive common stock equivalents in the weighted average shares outstanding.

 

2.   ACQUISITIONS

On February 13, 2001, the Company purchased all the outstanding capital stock of Pennsylvania Industrial Heat Treaters, Inc. (PIHT) for approximately $11 million, net of cash acquired. PIHT provides metallurgical heat treating services and specializes in heat treating powdered metal parts.

On July 17, 2000, the Company purchased all the outstanding capital stock of Milcor Limited Partnership (Milcor) for approximately $43 million in cash. Milcor manufactures a complete line of metal building products, including registers, vents, bath cabinets, access doors, roof hatches and telescoping doors.

 

 

 

These acquisitions have been accounted for under the purchase method with the results of their operations consolidated with the Company's results of operations from the respective acquisition dates. The aggregate excess of the purchase prices of these acquisitions over the fair market values of the net assets of the acquired companies is being amortized over 35 years from the acquisition dates using the straight-line method.

The following information presents the pro forma consolidated condensed results of operations as if the acquisitions had occurred on January 1, 2000. The pro forma amounts may not be indicative of the results that actually would have been achieved had the acquisitions occurred as of January 1, 2000 and are not necessarily indicative of future results of the combined companies.

 

(in thousands, except per share data)
Year Ended December 31,

 

2001    

2000    

 

(unaudited)

 

 

 

Net Sales

$616,688
=======

$710,576
=======

Income before taxes

$  21,121
=======

$  42,914
=======

Net income

$  12,568
=======

$  25,532
=======

Net income per share - Basic

$      1.00
=======

$      2.03
=======

 

3.   ACCOUNTS RECEIVABLE

Accounts receivable are expected to be collected within one year and are net of reserves for doubtful accounts of $1,937,000 and $1,643,000 at December 31, 2001 and 2000, respectively.

 

4.   INVENTORIES

Inventories at December 31 consist of the following:

 

(in thousands)

 

2001   

2000   

Raw material

$ 36,378

$ 54,640

Finished goods and work-in-process

   39,469

   46,347


           Total inventories


$ 75,847
=======


$100,987
=======

 

5.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment, at cost less accumulated depreciation, at December 31 consists of the following:

 

 

(in thousands)

 

2001   

2000   

 

 

 

Land and land improvements

$    7,570

$    7,507

Building and improvements

64,979

61,968

Machinery and equipment

240,472

222,811

Construction in progress

      6,811

    10,101

 

 

 

 

319,832

302,387

 

 

 

Less accumulated depreciation and amortization

    91,389

    73,228

 

 

 

          Property, plant and equipment, net

$228,443
=======

$229,159
=======

 

6.   OTHER ASSETS

Other assets at December 31 consist of the following:

 

 

(in thousands)

 

2001   

2000   

 

 

 

Equity interest in partnership

$  4,192

$  4,738

Other

    3,073

    4,187

 

 

 

          Total other assets

$  7,265
======

$  8,925
======

The Company's 31% partnership interest is accounted for using the equity method of accounting. The partnership provides a steel cleaning process called pickling to steel mills and steel processors, including the Company.

 

7.   DEBT

Long-term debt at December 31 consists of the following:

 

 

(in thousands)

 

2001   

2000   

 

 

 

Revolving credit notes payable

$207,000

$250,251

Industrial Development Revenue Bonds

3,300

3,500

Other debt

      1,975

      2,102

 

 

 

 

212,275

255,853

 

 

 

Less current maturities

        813

        327


          Total long-term debt


$211,462
=======


$255,526
=======

The Company's revolving credit facility of $310,000,000 is secured by the Company's accounts receivable, inventories, and property and equipment and is committed through April 2003. This facility has various interest rate options which are no greater than the bank's prime rate. In addition, the Company may enter into interest rate exchange agreements (swaps) to manage interest costs and exposure to changing interest rates. At December 31, 2000 the Company had interest rate swap agreements outstanding which effectively converted $50,000,000 of floating rate debt to fixed rates ranging from 7.97% to 8.68%. At December 31, 2001, additional credit facility borrowings consisted of $157,000,000 with an interest rate of LIBOR plus a fixed rate. The weighted average interest rate of these borrowings was 4.43% at December 31, 2001.

In addition, the Company has Industrial Development Revenue Bonds payable in installments through September 2018, with interest rates ranging from a fixed rate of 4.22% to variable rates of up to 3.45% at December 31, 2001, which financed the cost of the expansion of its Coldwater, Michigan heat treating facility, under a capital lease agreement. The cost of the facility and equipment equals the amount of the bonds and includes accumulated amortization of $350,000. The agreement provide for the purchase of the facility and equipment at any time during the lease term at scheduled amounts or at the end of the lease for a nominal amount.

The aggregate maturities on long-term debt including lease purchase obligations for the five years following December 31, 2001 as follows: 2002, $813,000; 2003, $207,624,000; 2004, $629,000; 2005, $480,000 and 2006, $486,000. The Company had no amounts outstanding under short-term borrowing for the years ended December 31, 2001 and 2000.

The various loan agreements, which do not require compensating balances, contain provisions that limit additional borrowings and require maintenance of minimum net worth and financial ratios. The Company is in compliance with the terms and provisions of all its financing agreements.

Total cash paid for interest in the years ended December 31, 2001, 2000 and 1999 was $17,122,000, $19,935,000 and $13,357,000, respectively.

 

8.   LEASES

The Company leases certain facilities and equipment under operating leases. Rent expense under operating leases for the years ended December 31, 2001, 2000 and 1999 was $5,433,000, $5,187,000 and $4,899,000, respectively. Future minimum lease payments under these operating leases are $5,253,000, $4,231,000, $2,858,000, $2,142,000 and $1,885,000 for the years 2002, 2003, 2004, 2005 and 2006, respectively, and $7,789,000 thereafter through 2038.

 

9.   EMPLOYEE RETIREMENT PLANS

Certain subsidiaries participate in the Company's 40l(k) Plan. In addition, certain subsidiaries have multi-employer non-contributory retirement plans providing for defined contributions to union retirement funds.

A supplemental pension plan provides defined pension benefits to certain salaried employees upon retirement. Net unfunded periodic pension costs of $171,000 were accrued under this plan in both 2001 and 2000 and consisted primarily of service cost using a discount rate of 8.0% in each year.

Total expense for all retirement plans was $2,200,000, $2,204,000 and $1,957,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

 

10.    OTHER POST-RETIREMENT BENEFITS

Certain subsidiaries of the Company provide health and life insurance to substantially all of their employees and to a number of retirees and their spouses. The net periodic post-retirement benefit cost charged to expense consisting of service cost, interest cost and amortization of transition obligations was $237,000, $261,000 and $291,000 for the years ended December 31, 2001, 2000 and 1999, respectively.

The approximate unfunded accumulated post-retirement benefit obligation at December 31, consists of the following (in thousands):

 

Benefit
Obligation
at
January 1



Service
Cost



Interest
Cost




Amendment


Actuarial
(Gain)/
Loss



Benefit
Payments

Benefit
Obligation
at
December 31

 

 

 

 

 

 

 

 

2001

$1,983

52

131

(686)

842

(50)

$2,272

2000

$1,844

71

145

   -

 (1)

(76)

$1,983

The accumulated post-retirement benefit obligation was determined using a weighted average discount rate of 7.25% in 2001 and 8.0% in 2000. The medical inflation rate was assumed to be 10.0% in 2001 and decreasing gradually to 5.0% in 2006. The effect of a 1% increase or decrease in the annual medical inflation rate would increase or decrease the accumulated post-retirement benefit obligation at December 31, 2001 by approximately $365,000 and $316,000, respectively, and increase or decrease the annual service and interest costs by approximately $30,000.

One of the Company's subsidiaries also provides post-retirement health care benefits to its unionized employees through contributions to a multi-employer health care plan.

 

11.   INCOME TAXES

The provision for income taxes consists of the following:

 

(in thousands)

 

2001    

2000    

1999    

 

 

 

 

Current tax expense

 

 

 

     Federal

$  3,355

$  9,507

$  12,332

     State

       630

    1,826

    2,307

     Total current

3,985

  11,333

  14,639

 

 

 

 

Deferred tax expense

 

 

 

     Federal

$  4,109

$  4,593

2,040

     State

       436

       659

      343

     Total deferred

    4,545

    5,252

   2,383

 

 

 

 

Total provision

$  8,530
======

$ 16,585
======

$  17,022
=====

Deferred tax liabilities (assets) at December 31, consist of the following:

 

 

(in thousands)

 

2001   

2000   

 

 

 

Depreciation

$  37,316 

$  33,773 

Goodwill

4,691 

3,167 

Other

       878 

    1,002 

Gross deferred tax liabilities

42,885 

37,942 

 

 

 

State taxes

(1,604)

(1,652)

Other

  (5,958)

  (4,504)

Gross deferred tax assets

  (7,562)

  (6,156)

 

 

 

     Net deferred tax liabilities

$  35,323
======

$  31,786
======

The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to income before taxes as a result of the following differences:

 

(in thousands)

 

2001    

2000    

1999    

 

 

 

 

Statutory U.S. tax rates

$  7,372

$ 14,333

$ 14,711

Increase in rates resulting from:

 

 

 

     State and local taxes, net

693

1,615

1,723

     Goodwill

431

431

373

     Other

         34

        206

        215

 

 

 

 

 

$  8,530
=====

$ 16,585
=====

$ 17,022
=====

Cash paid for income taxes, net of tax refunds, in the years ended December 31, 2001, 2000 and 1999 was $3,570,000, $16,189,000 and $11,857,000, respectively.

 

12.   EARNINGS PER SHARE

Statement of Financial Accounting Standards No. 128 Earnings Per Share requires dual presentation of basic and diluted earnings per share on the face of the income statement. The reconciliation between the computations is as follows:

 


Income

Basic
Shares


Basic EPS

Diluted
Shares

Diluted
EPS

 

 

 

 

 

 

2001

$12,533,000

12,590,625

$1.00

12,772,808

$0.98

2000

$24,365,000

12,577,240

$1.94

12,685,072

$1.92

1999

$25,008,000

12,540,105

$1.99

12,806,338

$1.95

Included in diluted shares are common stock equivalents of 182,183, 107,832 and 266,233 relating to options for the years ended December 31, 2001, 2000 and 1999, respectively.

 

13.   STOCK OPTIONS

The Company may grant non-qualified stock options to officers, employees, non-employee directors and advisers at an exercise price equal to 100% of market price, and incentive stock options to officers and other key employees at an exercise price not less than 100% of market price, up to an aggregate of 400,000 and 1,475,000 shares, respectively. The options may be exercised over a four year period from the grant date and expire ten years after the date of grant.

Options outstanding at December 31, 2001 consisted of:



Range of
Exercise
Prices




Options
Outstanding

Weighted
Average
Remaining
Contractual
Life



Weighted
Average
Exercise Price




Options
Exercisable



Weighted
Average
Exercise Price

 

 

 

 

 

 

$10.00-$14.07

   499,576

4.3 years

$12.39

314,176

$11.41

$15.63-$22.50

   575,104

4.9 years

$18.82

503,566

$18.99

 

1,074,680
=======

4.6 years

$15.84

817,742
======

$16.08

The following table summarizes information about stock option transactions:

 


Options
Outstanding

Weighted
Average
Exercise Price


Options
Exercisable

Weighted
Average
Exercise Price

 

 

 

 

 

Balance at December 31, 1998

996,630 

$16.24

406,993

$13.30

     Granted

10,000 

20.56

 

 

     Exercised

(72,474)

13.99

 

 

     Forfeited

(11,450)

18.54

 

 

 

 

 

 

 

Balance at December 31, 1999

922,706 

$16.44

528,819

$14.88

     Granted

270,250 

14.07

 

 

     Exercised

(2,255)

15.52

 

 

     Forfeited

(30,107)

17.68

 

 

 

 

 

 

 

Balance at December 31, 2000

1,160,594 

$15.86

686,582

$15.72

     Granted

-         

-

 

 

     Exercised

(39,914)

14.76

 

 

     Forfeited

(46,000)

17.19

 

 

 

 

 

 

 

Balance at December 31, 2001

1,074,680
=======

$15.84

817,742

$16.08

Tax benefits of $40,000 and $111,000 realized in the years ended December 31, 2001 and 1999, respectively, associated with the exercise of certain stock options have been credited to additional paid-in-capital. The Company did not realize any related tax benefit during 2000.

 

 

The Company has adopted the disclosure-only provisions of Statement of Financial Accounting Standards No. 123 Accounting for Stock-Based Compensation (FAS No. 123). Accordingly, no compensation cost has been recognized for the option plans as stock options granted under these plans have an exercise price equal to 100% of the market price on the date of grant. If the compensation cost for these plans had been determined based on the fair value at the grant dates for awards consistent with the method of FAS No. 123, the unaudited pro forma effect on the years ended December 31, 2001 and 2000 is as follows:

 

As Reported
2001

Pro forma
2001

As Reported
2000

Pro forma
2000

Net Income

$12,533,000

$10,975,000

$24,365,000

$23,073,000

Net Income per
  Share-Basic


$1.00


$0.87


$1.94


$1.83

The Black-Scholes option-pricing model was used to estimate the fair value of the options granted on the date of grant. The fair values and assumptions used in the model, assuming no dividends, are as follows:

 


Fair Value

Expected
Life

Stock
Volatility

Risk-Free
Interest Rate

Dividend
Yield

2000 Grant

$6.31

5 years

43.7%

6.3%

.7%

1999 Grant

$9.18

5 years

45.1%

4.4%

.2%

The Company also has a Restricted Stock Plan reserved for issuance of 100,000 common shares for the grant of restricted stock awards to employees and non-employee directors at a purchase price of $.01 per share. Since the inception of this plan, 59,000 common shares have been awarded.

 

14.   SEGMENT INFORMATION

The Company is organized into three reportable segments on the basis of the production process, and products and services provided by each segment, identified as follows:

 

(i)   Processed steel products, which primarily includes the intermediate processing of wide, open tolerance flat-rolled sheet steel through the application of several different processes to produce high-quality, value-added coiled steel products to be further processed by customers.

 

(ii)   Building products, which primarily includes the processing of sheet steel to produce a wide variety of building and construction products.

 

(iii)   Heat treating, which includes a wide range of metallurgical heat treating processes in which customer-owned metal parts are exposed to precise temperatures, atmospheres and quenchants to improve their mechanical properties, durability and wear resistance.

 

 The following table illustrates certain measurements used by management to assess the performance of the segments described above as of and for the years ended December 31, 2001, 2000 and 1999

 

(in thousands)

 

2001    

2000    

1999    

 

 

 

 

Net Sales

 

 

 

     Processed steel products

$  252,382 

$  321,361 

$  322,216 

     Building products

 292,464 

 277,706 

 249,320 

     Heat treating

      71,182 

      78,473 

      50,382 

 

$   616,028
========

$   677,540
========

$   621,918
========

 

 

 

 

Income from operations

 

 

 

     Processed steel products

$   29,156 

$   39,111 

$   39,216 

     Building products

18,174 

22,491 

25,507 

     Heat treating

8,798 

13,059 

8,408 

     Corporate

    (18,619)

    (14,769)

    (17,662)

 

$   37,509 
========

$   59,892 
========

$   55,469 
========

 

 

 

 

Depreciation and amortization

 

 

 

     Processed steel products

$     5,681 

$     5,853 

$     6,181 

     Building products

6,986 

5,747 

4,692 

     Heat treating

5,756 

5,112 

3,465 

     Corporate

       5,063 

       4,476 

       3,114 

 

$   23,486 
========

$   21,188 
========

$   17,452 
========

 

 

 

 

Total assets

 

 

 

     Processed steel products

$  137,942 

$  155,740 

$  170,715 

     Building products

151,993 

157,962 

123,221 

     Heat treating

80,515 

80,048 

79,259 

     Corporate

    164,590 

    162,296 

    148,885 

 

$  535,040
========

$  556,046
========

$  522,080
========

 

 

 

 

Capital Expenditures

 

 

 

     Processed steel products

$    3,980 

$    5,313 

$    7,046 

     Building products

7,637 

7,304 

6,363 

     Heat treating

2,151 

5,902 

7,615 

     Corporate

         576 

      1,100 

         975 

 

$   14,344
========

$   19,619
========

$   21,999
========

 

 15.   COMMITMENTS AND CONTINGENCIES

The Company is a party to certain claims and legal actions generally incidental to its business. Management does not believe that the outcome of these actions, which is not clearly determinable at the present time, would significantly affect the Company's financial condition or results of operations.

 

16.   RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 141 Business Combinations and Statement of Financial Accounting Standards No. 142 Goodwill and Other Intangible Assets. FAS No. 141 requires that all business combinations be accounted for under the purchase method only and that certain acquired intangible assets in a business combination be recognized as assets apart from goodwill. FAS No. 142 requires that ratable amortization of goodwill be replaced with periodic tests of the goodwill's impairment and that intangible assets other than goodwill should be amortized over their useful lives. Implementation of FAS No. 141 and FAS No. 142 is required for fiscal 2002. The Company is currently assessing the impact FAS No. 141 and FAS No. 142 will have on its results of operations

 

17.   SUBSEQUENT EVENT

In March 2002, the Company issued an additional 3,150,000 shares of its common stock at $17.20 per share. Net proceeds to the Company were approximately $51 million and were used to pay down the Company's revolving credit facility.

 

QUARTERLY UNAUDITED FINANCIAL DATA

(in thousands, except per share data)

2001 Quarter Ended

March 31

June 30

Sept. 30

Dec. 31

Total

Net Sales

$150,550

$163,550

$161,484

$140,444

$616,028

Gross Profit

28,485

32,081

30,330

25,187

116,083

Income From Operations

9,742

12,054

9,851

5,862

37,509

Net Income

2,886

4,518

3,594

1,535

12,533

Net Income Per Share-Basic

$       .23

$       .36

$       .29

$       .12

$     1.00

Net Income Per Share-Diluted

$       .23

$       .35

$       .28

$       .12

$       .98

 

2000 Quarter Ended

March 31

June 30

Sept. 30

Dec. 31

Total

Net Sales

$167,634

$181,523

$178,326

$150,057

$677,540

Gross Profit

34,548

36,616

35,863

28,770

135,797

Income From Operations

14,318

17,416

17,268

10,890

59,892

Net Income

6,015

7,854

7,248

3,248

24,365

Net Income Per Share-Basic

$       .48

$       .62

$       .58

$       .26

$     1.94

Net Income Per Share-Diluted

$       .47

$       .62

$       .57

$       .26

$     1.92

 

 

Item 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

 

PART III

Item 10

Directors and Executive Officers of the Registrant

 

Information regarding directors and executive officers of the Company is incorporated herein by reference to the information included in the Company's definitive proxy statement which will be filed with the Commission within 120 days after the end of the Company's 2001 fiscal year.

Item 11

Executive Compensation

 

Information regarding executive compensation is incorporated herein by reference to the information included in the Company's definitive proxy statement which will be filed with the Commission within 120 days after the end of the Company's 2001 fiscal year.

Item 12

Security Ownership of Certain Beneficial Owners and Management

 

Information regarding security ownership of certain beneficial owners and management is incorporated herein by reference to the information included in the Company's definitive proxy statement which will be filed with the Commission within 120 days after the end of the Company's 2001 fiscal year.

Item 13

Certain Relationships and Related Transactions

 

Information regarding certain relationships and related transactions is incorporated herein by reference to the information included in the Company's definitive proxy statement which will be filed with the Commission within 120 days after the end of the Company's 2001 fiscal year.

 

PART IV

Item 14.

 

Exhibits, Financial Statement Schedules and Reports on Form 8-K

Page Number

 

 

 

 

(a)

(1)

Financial Statements:

 

 

 

 

 

 

 

Report of Independent Accountants

21

 

 

 

 

 

 

Consolidated Balance Sheet at December 31, 2001 and 2000

22

 

 

 

 

 

 

Consolidated Statement of Income for the three years ended December 31, 2001

23

 

 

 

 

 

 

Consolidated Statement of Cash Flows for the three years ended December 31, 2001

24

 

 

 

 

 

 

Consolidated Statement of Shareholders' Equity for the three years ended December 31, 2001

25

 

 

 

 

 

 

Notes to Consolidated Financial Statements

26

 

 

 

 

 

(2)

Supplementary Data

 

 

 

 

 

 

 

Quarterly Unaudited Financial Statements

37

 

 

 

 

 

(3)

Exhibits

 

 

 

 

 

 

 

The exhibits to this Annual Report on Form 10-K included herein are set forth on the attached Exhibit Index beginning on page 41.

 

 

 

 

 

(b)

 

Reports on Form 8-K

 

 

 

 

 

 

 

No reports on Form 8-K were filed by the Company during the three month period ended December 31, 2001.

 

 

SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

GIBRALTAR STEEL CORPORATION

By /s/ Brian J. Lipke                               
     Brian J. Lipke
     Chief Executive Officer
     and Chairman of the Board

 

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Brian J. Lipke                                              Chief Executive Officer
Brian J. Lipke                                                  and Chairman of the Board
                                                                         (principal executive officer)

March 27, 2002

/s/ Walter T. Erazmus                                      President
Walter T. Erazmus

March 27, 2002

/s/ John E. Flint                                               Vice President and Chief Financial
                                                                              Officer
John E. Flint                                                    (principal financial and accounting
                                                                              officer)

March 27, 2002

/s/ Neil E. Lipke                                              Director
Neil E. Lipke

March 27, 2002

/s/ Gerald S. Lippes                                         Director
Gerald S. Lippes

March 27, 2002

/s/ Arthur A. Russ, Jr.                                      Director
Arthur A. Russ, Jr.

March 27, 2002

/s/ David N. Campbell                                     Director
David N. Campbell

March 27, 2002

/s/ William P. Montague                                  Director
William P. Montague

March 27, 2002

 

Exhibit Index

 

 

Exhibit
Number


Exhibit

Sequentially
Numbered Page

3.1

Certificate of Incorporation of Registrant (incorporated by reference to the same exhibit number to the Company's Registration Statement on Form S-1 (Registration No. 33-69304))

 

3.2

Amended and Restated By-Laws of the Registrant effective August 11, 1998 (incorporated by reference to Exhibit 3(ii) to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)

 

4.1

Specimen Common Share Certificate (incorporated by reference to the same exhibit number to the Company's Registration Statement on Form S-1 (Registration No. 33-69304))

 

10.1

Partnership Agreement of Samuel Pickling Management Company dated June 1, 1988 between Cleveland Pickling, Inc. and Samuel Manu-Tech, Inc. (incorporated by reference to Exhibit 10.7 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304))

 

10.2

Partnership Agreement dated May 1988 among Samuel Pickling Management Company, Universal Steel Co. and Ruscon Steel Corp., creating Samuel Steel Pickling Company, a general partnership (incorporated by reference to Exhibit 10.8 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304))

 

10.3

Lease dated September 1, 1990 between Erie County Industrial Development Agency and Integrated Technologies International, Ltd. (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304))

 

10.4

Lease dated June 4, 1993 between Buffalo Crushed Stone, Inc. and Gibraltar Steel Corporation (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304))

 

10.5*

Employment Agreement dated as of July 9, 1998 between the Registrant and Brian J. Lipke (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)

 

10.6

Gibraltar Steel Corporation Executive Incentive Bonus Plan (incorporated by reference to Exhibit 10.16 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304))

 

10.7

Agreement dated December 22, 2000 for Adoption by Gibraltar Steel Corporation of New York of the Dreyfus Nonstandardized Prototype Profit Sharing Plan and Trust (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).

 

10.8*

Gibraltar Steel Corporation Incentive Stock Option Plan, Fifth Amendment and Restatement (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000)

 

10.9*

Gibraltar Steel Corporation Restricted Stock Plan (incorporated by reference to Exhibit 10.19 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304))

 

10.10*

Gibraltar Steel Corporation Restricted Stock Plan, First Amendment and Restatement (incorporated by reference to Exhibit 10.13 of the Company's Annual Report on Form 10-K for the year ended December 31, 1997)

 

10.11*

Gibraltar Steel Corporation Non-Qualified Stock Option Plan (incorporated by reference to Exhibit 10.20 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304))

 

10.12*

Gibraltar Steel Corporation Non-Qualified Stock Option Plan, First Amendment and Restatement (incorporated by reference to Exhibit 10.17 to the Company's Registration Statement on Form S-1 (Registration No. 333-03979))

 

10.13*

Gibraltar Steel Corporation Profit Sharing Plan dated August 1, 1984, as Amended April 14, 1986 and May 1, 1987 (incorporated by reference to Exhibit 10.21 to the Company's Registration Statement on Form S-1 (Registration No. 33-69304))

 

10.14*

Change in Control Agreement dated July 9, 1998 between Registrant and Brian J. Lipke (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)

 

10.15*

Form of Change in Control Agreement dated July 9, 1998 between Registrant and each of Neil E. Lipke, Eric R. Lipke, Walter T. Erazmus, Joseph A. Rosenecker, Carl P. Spezio and Andrew S. Tsakos (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1998)

 

10.16*

Form of Stay Bonus Agreement dated October 1, 2000 between Registrant and certain named executives.

 

10.17

Third Amended and Restated Credit Agreement dated September 29, 2000 among Gibraltar Steel Corporation, Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as Administrative Agent, and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000)

 

10.18

First Amendment, dated May 28, 1999, to the Partnership Agreement dated May 1988 among Samuel Pickling Management Company, Universal Steel Co., and Ruscon Steel Corp., creating Samuel Steel Pickling Company, a general partnership (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K for the year ended December 31, 1999)

 

10.19

First Amendment dated March 30, 2001 to Third Amended and Restated Credit Agreement dated September 29, 2000 among to Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as administrative Agent, and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001).

 

10.20

Second Amendment dated as of September 30, 2001 to Third Amended and Restated Credit Agreement dated September 29, 2000 among Gibraltar Steel Corporation of New York, Chase Manhattan Bank, N.A., as administrative Agent, and various financial institutions that are signatories thereto (incorporated by reference to Exhibit 10.1 on Form 10-Q for the quarter ended September 30, 2001)

 

10.21*

Gibraltar Steel Corporation 401(k) Plan (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 (No. 33-87034))

 

10.22*

First Amendment, dated January 20, 1995, to Gibraltar Steel Corporation 40l(k) Plan (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the year ended December 31, 1994)

 

21

Subsidiaries of the Registrant

 

 

________________________________


*  Document is a management contract or compensatory plan or arrangement

 

 

 

Subsidiaries

 

The following is a list of the subsidiaries of Gibraltar Steel Corporation. The names of indirectly owned subsidiaries are indented under the names of their respective parent corporations:

Gibraltar Steel Corporation of New York

New York

     Wm. R. Hubbell Steel Corporation

Illinois

     Carolina Commercial Heat Treating, Inc.

Nevada

     Southeastern Metals Manufacturing Company, Inc.

Florida

     Solar Group, Inc.

Delaware

     Appleton Supply Co., Inc.

Delaware

     United Steel Products Company

Minnesota

     Harbor Metal Treating Co.

Michigan

     Harbor Metal Treating of Indiana, Inc.

Michigan

     K & W Metal Fabricators, Inc.

Colorado

     Hi-Temp Heat Treating, Inc.

Delaware

     Brazing Concepts Company

Michigan

     Milcor, Inc.

Delaware

     Pennsylvania Industrial Heat Treaters, Inc.

Pennsylvania

     Gibraltar Steel Corporation Flight Services Corp.

New York

Gibraltar Strip Steel, Inc.

Delaware

Cleveland Pickling, Inc.

Delaware

GIT Limited

New York