株探米国株
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Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
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: 000-22462
Gibraltar_Wordmark_Blue_RGB.jpg 
GIBRALTAR INDUSTRIES, INC.
(Exact name of registrant as specified in its charter) 
Delaware   16-1445150
(State or Other Jurisdiction of Incorporation or Organization)   (I.R.S. Employer Identification No.)
3556 Lake Shore Road P.O. Box 2028 Buffalo New York   14219-0228
(Address of principal executive offices)   (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 Trading Symbol Name of each exchange on which registered
Common Stock, $0.01 par value per share ROCK NASDAQ Stock Market
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  ☒    No  ☐ 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒ Accelerated filer ☐
Non-accelerated filer ☐ Smaller reporting company ☐
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicated by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No  ☒
As of July 29, 2024, the number of shares of common stock outstanding was: 30,479,037.

Table of Contents
GIBRALTAR INDUSTRIES, INC.
INDEX
 
  PAGE 
NUMBER
PART I.
Item 1.
Item 2.
Item 3.
Item 4.
PART II.
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.

2
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
(unaudited)
 
Three Months Ended
June 30,		 Six Months Ended
June 30,
  2024 2023 2024 2023
Net sales $ 353,005  $ 364,914  $ 645,511  $ 658,181 
Cost of sales 257,132  268,175  465,250  484,513 
Gross profit 95,873  96,739  180,261  173,668 
Selling, general, and administrative expense 53,404  53,662  106,056  101,221 
Income from operations 42,469  43,077  74,205  72,447 
Interest (income) expense (1,495) 1,308  (2,245) 2,799 
Other expense (income) 347  (509) (674) (906)
Income before taxes 43,617  42,278  77,124  70,554 
Provision for income taxes 11,419  11,555  19,980  18,732 
Net income $ 32,198  $ 30,723  $ 57,144  $ 51,822 
Net earnings per share:
Basic $ 1.05  $ 1.01  $ 1.87  $ 1.69 
Diluted $ 1.05  $ 1.00  $ 1.86  $ 1.68 
Weighted average shares outstanding:
Basic 30,588  30,554  30,580  30,725 
Diluted 30,791  30,684  30,801  30,846 
See accompanying notes to consolidated financial statements.
3
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
(unaudited)
 
Three Months Ended
June 30,		 Six Months Ended
June 30,
  2024 2023 2024 2023
Net income $ 32,198  $ 30,723  $ 57,144  $ 51,822 
Other comprehensive loss:
Foreign currency translation adjustment (418) (576) (1,382) (683)
Total comprehensive income $ 31,780  $ 30,147  $ 55,762  $ 51,139 
See accompanying notes to consolidated financial statements.
4
Table of Contents
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)

June 30,
2024		 December 31,
2023
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 179,102  $ 99,426 
Accounts receivable, net of allowance of $5,563 and $5,572, respectively
 259,358  224,550 
Inventories, net 134,493  120,503 
Prepaid expenses and other current assets 18,912  17,772 
Total current assets 591,865  462,251 
Property, plant, and equipment, net 108,314  107,603 
Operating lease assets 41,134  44,918 
Goodwill 511,590  513,383 
Acquired intangibles 121,567  125,980 
Other assets 2,471  2,316 
$ 1,376,941  $ 1,256,451 
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable $ 140,888  $ 92,124 
Accrued expenses 85,099  88,719 
Billings in excess of cost 59,498  44,735 
Total current liabilities 285,485  225,578 
Deferred income taxes 57,110  57,103 
Non-current operating lease liabilities 32,601  35,989 
Other non-current liabilities 26,074  22,783 
Stockholders’ equity:
Preferred stock, $0.01 par value; authorized 10,000 shares; none outstanding
 —  — 
Common stock, $0.01 par value; authorized 100,000 shares; 34,274 and 34,219 shares issued and outstanding in 2024 and 2023
 343  342 
Additional paid-in capital 338,978  332,621 
Retained earnings 795,655  738,511 
Accumulated other comprehensive loss (3,496) (2,114)
Cost of 3,797 and 3,778 common shares held in treasury in 2024 and 2023
 (155,809) (154,362)
Total stockholders’ equity 975,671  914,998 
$ 1,376,941  $ 1,256,451 
See accompanying notes to consolidated financial statements.
5
Table of Contents
GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

Six Months Ended
June 30,
  2024 2023
Cash Flows from Operating Activities
Net income $ 57,144  $ 51,822 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 13,416  13,665 
Stock compensation expense 6,358  5,056 
Exit activity costs (recoveries), non-cash 163  (23)
Provision for deferred income taxes —  179 
Other, net 2,347  2,680 
Changes in operating assets and liabilities net of effects from acquisitions:
Accounts receivable (33,828) (54,979)
Inventories (13,794) 12,130 
Other current assets and other assets (3,791) 4,069 
Accounts payable 48,518  48,327 
Accrued expenses and other non-current liabilities 13,120  31,168 
Net cash provided by operating activities 89,653  114,094 
Cash Flows from Investing Activities
Purchases of property, plant, and equipment, net (8,707) (5,284)
Acquisitions, net of cash acquired —  554 
Net proceeds from sale of business 350  — 
Net cash used in investing activities (8,357) (4,730)
Cash Flows from Financing Activities
Long-term debt payments —  (120,000)
Proceeds from long-term debt —  40,800 
Purchase of common stock at market prices (1,447) (28,770)
Net cash used in financing activities (1,447) (107,970)
Effect of exchange rate changes on cash (173) (381)
Net increase in cash and cash equivalents 79,676  1,013 
Cash and cash equivalents at beginning of year 99,426  17,608 
Cash and cash equivalents at end of period $ 179,102  $ 18,621 
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
  Common Stock Additional
Paid-In
Capital		 Retained
Earnings		 Accumulated
Other
Comprehensive
Loss		 Treasury Stock Total
Stockholders’
Equity
  Shares Amount Shares Amount
Balance at March 31, 2024 34,266  $ 343  $ 335,259  $ 763,457  $ (3,078) 3,797  $ (155,796) $ 940,185 
Net income —  —  —  32,198  —  —  —  32,198 
Foreign currency translation adjustment —  —  —  —  (418) —  —  (418)
Stock compensation expense —  —  3,719  —  —  —  —  3,719 
Net settlement of restricted stock units 1  —  —  —  —  —  (13) (13)
Awards of common stock 7  —  —  —  —  —  —  — 
Balance at June 30, 2024 34,274  $ 343  $ 338,978  $ 795,655  $ (3,496) 3,797  $ (155,809) $ 975,671 
Balance at March 31, 2023 34,148  $ 341  $ 324,466  $ 649,077  $ (3,539) 3,389  $ (134,958) $ 835,387 
Net income —  —  —  30,723  —  —  —  30,723 
Foreign currency translation adjustment —  —  —  —  (576) —  —  (576)
Stock compensation expense —  —  3,462  —  —  —  —  3,462 
Net settlement of restricted stock units 38  1  (1) —  —  14  (874) (874)
Awards of common stock 8  —  —  —  —  —  —  — 
Common stock repurchased under stock repurchase program —  —  —  —  —  367  (17,812) (17,812)
Balance at June 30, 2023 34,194  $ 342  $ 327,927  $ 679,800  $ (4,115) 3,770  $ (153,644) $ 850,310 
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
Common Stock Additional
Paid-In Capital		 Retained Earnings Accumulated
Other
Comprehensive Loss		 Treasury Stock Total
Stockholders’ Equity
Shares Amount Shares Amount
Balance at December 31, 2023 34,219  $ 342  $ 332,621  $ 738,511  $ (2,114) 3,778  $ (154,362) $ 914,998 
Net income —  —  —  57,144  —  —  —  57,144 
Foreign currency translation adjustment —  —  —  —  (1,382) —  —  (1,382)
Stock compensation expense —  —  6,358  —  —  —  —  6,358 
Net settlement of restricted stock units 48  1  (1) —  —  19  (1,447) (1,447)
Awards of common stock 7  —  —  —  —  —  —  — 
Balance at June 30, 2024 34,274  $ 343  $ 338,978  $ 795,655  $ (3,496) 3,797  $ (155,809) $ 975,671 

Balance at December 31, 2022 34,060  $ 340  $ 322,873  $ 627,978  $ (3,432) 3,199  $ (125,660) $ 822,099 
Net income —  —  —  51,822  —  —  —  51,822 
Foreign currency translation adjustment —  —  —  —  (683) —  —  (683)
Stock compensation expense —  —  5,056  —  —  —  —  5,056 
Net settlement of restricted stock units 126  2  (2) —  —  50  (2,803) (2,803)
Awards of common stock 8  —  —  —  —  —  —  — 
Common stock repurchased under stock repurchase program —  —  —  —  —  521  (25,181) (25,181)
Balance at June 30, 2023 34,194  $ 342  $ 327,927  $ 679,800  $ (4,115) 3,770  $ (153,644) $ 850,310 
See accompanying notes to consolidated financial statements.
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GIBRALTAR INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(1)    BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Gibraltar Industries, Inc. (the "Company") have been prepared by management in accordance with U.S. generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for the fair presentation of results for the interim period have been included. The Company's operations are seasonal; for this and other reasons financial results for any interim period are not necessarily indicative of the results expected for any subsequent interim period or for the full year. The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's annual report on Form 10-K for the year ended December 31, 2023.
The consolidated balance sheet at December 31, 2023 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.
Recent Accounting Pronouncements
The Company evaluated all recent Accounting Standard Updates, including those that are currently effective in or after 2024, and determined that the adoption of these pronouncements would not have a material effect on the financial position, results of operations or cash flows of the Company. There have been no material changes from the recent accounting pronouncements previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
(2)    ACCOUNTS RECEIVABLE, NET
Accounts receivable consisted of the following (in thousands):
June 30, 2024 December 31, 2023
Trade accounts receivable $ 226,066  $ 178,087 
Costs in excess of billings 38,855  52,035 
Total accounts receivable 264,921  230,122 
Less allowance for doubtful accounts and contract assets (5,563) (5,572)
Accounts receivable, net $ 259,358  $ 224,550 
Refer to Note 3 "Revenue" concerning the Company's costs in excess of billings.
The following table provides a roll-forward of the allowance for credit losses, for the six month period ended June 30, 2024, that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (in thousands):
Beginning balance as of January 1, 2024 $ 5,572 
Bad debt expense, net of recoveries 47 
Accounts written off against allowance and other adjustments (56)
Ending balance as of June 30, 2024 $ 5,563 
(3)    REVENUE
Sales includes revenue from contracts with customers for roof and foundation ventilation products; centralized mail systems; rain dispersion products; trims and flashings and other accessories; retractable awnings; gutter guards; designing, engineering, manufacturing and installation of solar racking systems; electrical balance of systems; designing, engineering, manufacturing and installation of greenhouses; structural bearings; expansion joints; pavement sealant; elastomeric concrete; and bridge cable protection systems.
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Refer to Note 13 "Segment Information" for additional information related to revenue recognized by timing of transfer of control by reportable segment.
As of June 30, 2024, the Company's remaining performance obligations are part of contracts that have an original expected duration of one year or less.
Contract assets consist of costs in excess of billings presented within accounts receivable in the Company's consolidated balance sheets. Contract liabilities consist of billings in excess of cost, classified as current liabilities, and unearned revenue, presented within accrued expenses, in the Company's consolidated balance sheets. Unearned revenue as of June 30, 2024 and December 31, 2023 was $5.8 million and $3.9 million, respectively. The Company recognized revenue of $37.3 million and $33.7 million during the six months ended June 30, 2024 and 2023, respectively, that was included in the contract liabilities balance of $48.7 million and $39.6 million at December 31, 2023 and 2022, respectively.
(4)    INVENTORIES, NET
Inventories consisted of the following (in thousands):
June 30, 2024 December 31, 2023
Raw material $ 83,962  $ 77,489 
Work-in-process 10,521  9,508 
Finished goods 46,119  42,942 
Gross inventory 140,602  129,939 
Less reserves (6,109) (9,436)
Total inventories, net $ 134,493  $ 120,503 
(5)    ACQUISITION
On July 5, 2023, the Company acquired the assets of a privately held Utah-based company that manufactures and distributes roof flashing and accessory products, and sells direct to roofing wholesalers. The results of this company have been included in the Company's consolidated financial results since the date of acquisition within the Company's Residential segment. The purchase consideration for this acquisition was $10.4 million, which includes a working capital adjustment and certain other adjustments provided for in the asset purchase agreement.
The purchase price for the acquisition was allocated to the assets acquired and liabilities assumed based upon their respective fair values estimated as of the date of acquisition. The Company has completed the process to confirm the existence, condition, and completeness of the assets acquired and liabilities assumed to establish fair value of such assets and liabilities and to determine the amount of goodwill to be recognized as of the date of acquisition. The excess consideration was recorded as goodwill and approximated $3.0 million, all of which is deductible for tax purposes. Goodwill represents future economic benefits arising from other assets acquired that could not be individually identified including workforce additions, growth opportunities, and increased presence in the domestic building products markets.
The allocation of the purchase consideration to the estimated fair value of the assets acquired and liabilities assumed is as follows as of the date of the acquisition (in thousands):
Working capital $ 827 
Property, plant and equipment 195 
Acquired intangible assets 6,310 
Other assets 134 
Other liabilities (72)
Goodwill 3,023 
Fair value of purchase consideration $ 10,417 
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The intangible assets acquired in this acquisition consisted of the following (in thousands):
Fair Value Weighted-Average Amortization Period
Trademarks $ 250  3 years
Customer relationships 6,060  12 years
Total $ 6,310 
In determining the allocation of the purchase price to the assets acquired and liabilities assumed, the Company uses all available information to make fair value determinations using Level 3 unobservable inputs in which little or no market data exists, and therefore, engages independent valuation specialists to assist in the fair value determination of the acquired long-lived assets.
The acquisition of the privately held Utah-based company was financed primarily through borrowings under the Company's revolving credit facility.
(6)    GOODWILL AND RELATED INTANGIBLE ASSETS
Goodwill
The changes in the carrying amount of goodwill for the six months ended June 30, 2024 are as follows (in thousands):
Residential Renewables Agtech Infrastructure Total
Balance at December 31, 2023 $ 213,576  $ 184,230  $ 83,899  $ 31,678  $ 513,383 
Adjustments to prior year acquisitions (1,110) —  —  —  (1,110)
Foreign currency translation —  —  (683) —  (683)
Balance at June 30, 2024 $ 212,466  $ 184,230  $ 83,216  $ 31,678  $ 511,590 
Goodwill is recognized net of accumulated impairment losses of $133.2 million as of June 30, 2024 and December 31, 2023, respectively.
The Company is required to regularly assess whether a triggering event has occurred which would require interim impairment testing. The Company determined that no triggering event had occurred as of June 30, 2024 which would require an interim impairment test to be performed.
Acquired Intangible Assets
Acquired intangible assets consisted of the following (in thousands):
  June 30, 2024 December 31, 2023
  Gross
Carrying
Amount		 Accumulated
Amortization		 Gross
Carrying
Amount		 Accumulated
Amortization
Indefinite-lived intangible assets:
Trademarks $ 52,300  $ —  $ 52,300  $ — 
Finite-lived intangible assets:
Trademarks 2,550  1,665  5,773  4,714 
Unpatented technology 31,781  23,143  34,133  24,295 
Customer relationships 100,993  41,397  110,649  48,088 
Non-compete agreements 719  571  2,376  2,154 
136,043  66,776  152,931  79,251 
Total acquired intangible assets $ 188,343  $ 66,776  $ 205,231  $ 79,251 
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The following table summarizes the acquired intangible asset amortization expense (in thousands):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2024 2023 2024 2023
Amortization expense $ 2,639  $ 2,760  $ 5,357  $ 5,526 
Amortization expense related to acquired intangible assets for the remainder of fiscal 2024 and the next five years thereafter is estimated as follows (in thousands):
2024 2025 2026 2027 2028 2029
Amortization expense $ 5,281  $ 10,487  $ 9,454  $ 8,071  $ 7,276  $ 7,227 
(7)    LONG-TERM DEBT
The Company had no outstanding debt as of June 30, 2024 and December 31, 2023. Unamortized debt issuance costs, included in other assets on the consolidated balance sheets, as of June 30, 2024 and December 31, 2023 were $1.6 million and $1.7 million, respectively.
Revolving Credit Facility
On December 8, 2022, the Company entered into a Credit Agreement (the "Credit Agreement") which provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million. The Company can request additional financing to increase the revolving credit facility to $700 million or enter into a term loan of up to $300 million subject to conditions set forth in the Credit Agreement. The Credit Agreement contains two financial covenants. As of June 30, 2024, the Company was in compliance with all financial covenants. The Credit Agreement terminates on December 8, 2027.
Borrowings under the Credit Agreement bear interest, at the Company’s option, at a rate equal to the applicable margin plus (a) a base rate, (b) a daily simple secured overnight financing rate ("SOFR") rate, (c) a term SOFR rate or (d) for certain foreign currencies, a foreign currency rate, in each case subject to a 0% floor. Through March 31, 2023, the Credit Agreement had an initial applicable margin of 0.125% for base rate loans and 1.125% for SOFR and alternative currency loans. Thereafter, the applicable margin ranges from 0.125% to 1.00% for base rate loans and from 1.125% to 2.00% for SOFR and alternative currency loans based on the Company’s Total Net Leverage Ratio, as defined in the Credit Agreement. In addition, the Credit Agreement is subject to an annual commitment fee, payable quarterly, which was initially 0.20% of the daily average undrawn balance of the revolving credit facility and, from and after April 1, 2023, ranges between 0.20% and 0.25% of the daily average undrawn balance of the revolving credit facility based on the Company’s Total Net Leverage Ratio.
Borrowings under the Credit Agreement are secured by the trade receivables, inventory, personal property, equipment, and general intangibles of the Company’s significant domestic subsidiaries. Capital distributions are subject to certain Total Net Leverage Ratio requirements and capped by an annual aggregate limit under the Credit Agreement.
Standby letters of credit of $4.9 million have been issued under the Credit Agreement to third parties on behalf of the Company as of June 30, 2024. These letters of credit reduce the amount otherwise available under the revolving credit facility. The Company had $395.1 million and $396.1 million of availability under the revolving credit facility as of June 30, 2024 and December 31, 2023, respectively.
(8)    EQUITY-BASED COMPENSATION
On May 3, 2023, the stockholders of the Company approved the adoption of the Gibraltar Industries, Inc. Amended and Restated 2018 Equity Incentive Plan (the "Amended 2018 Plan") which includes a total of 1,631,707 shares available for issuance. The Amended 2018 Plan allows the Company to grant equity-based incentive compensation awards, in the form of non-qualified options, restricted shares, restricted stock units, performance shares, performance stock units, and stock rights to eligible participants.
The Gibraltar Industries, Inc. Amended and Restated 2016 Stock Plan for Non-Employee Directors ("Non-Employee Directors Plan") which includes 200,000 shares available for issuance, allows the Company to grant awards of shares of the Company's common stock to current non-employee Directors of the Company, and permits the Directors to defer receipt of such shares pursuant to the terms of the Non-Employee Directors Plan.
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Equity-Based Awards - Settled in Stock
The following table provides the number of stock units granted during the six months ended June 30, along with the weighted-average grant-date fair value of each award:
  2024 2023
Awards Number of
Awards		 Weighted-
Average
Grant-Date
Fair Value		 Number of
Awards (2)		 Weighted-
Average
Grant-Date
Fair Value
Performance stock units (1) 58,582  $ 77.70  85,323  $ 53.22 
Restricted stock units 33,846  $ 77.95  53,862  $ 53.49 
Deferred stock units 3,340  $ 68.86  6,351  $ 54.33 
Common shares 6,680  $ 68.86  8,468  $ 54.33 
(1)    The Company’s performance stock units (“PSUs”) represent shares granted for which the final number of shares earned depends on financial performance. The number of shares to be issued may vary between 0% and 200% of the number of PSUs granted depending on the relative achievement to targeted thresholds. The Company's PSUs with a financial performance condition are based on the Company’s return on invested capital (“ROIC”) over a one-year performance period.
(2)    PSUs granted in the first quarter of 2023 include 7,825 units that were forfeited in the third quarter of 2023 and 154,996 units that will be converted to shares and issued to recipients in the first quarter of 2026, representing 200.0% of the target amount granted and not subsequently forfeited, based on the Company's actual ROIC compared to ROIC target for the performance period ended December 31, 2023.
Equity-Based Awards - Settled in Cash
The Company's equity-based awards that are settled in cash are the awards under the Management Stock Purchase Plan (the “MSPP”) which is authorized under the Company's equity incentive plans. The MSPP provides participants the ability to defer a portion of their compensation, convertible to unrestricted investments, restricted stock units, or a combination of both, or defer a portion of their directors’ fees, convertible to restricted stock units. Employees eligible to defer a portion of their compensation also receive a company-matching award in restricted stock units equal to a percentage of their deferred compensation.
The deferrals and related company match are credited to an account that contains a share-based liability. The portion of the account deferred to unrestricted investments is measured at fair market value of the unrestricted investments, and the portion of the account deferred to restricted stock units and company-matching restricted stock units is measured at a 200-day average of the Company’s stock price. The account will be converted to and settled in cash payable to participants upon retirement or a termination of their service to the Company.
Total MSPP liabilities recorded on the consolidated balance sheet as of June 30, 2024 were $24.1 million, of which $2.6 million was included in current accrued expenses and $21.5 million was included in non-current liabilities. Total MSPP liabilities recorded on the consolidated balance sheet as of December 31, 2023 were $20.0 million, of which $2.0 million was included in current accrued expenses and $18.0 million was included in non-current liabilities. The value of the restricted stock units within the MSPP liabilities was $21.0 million and $17.3 million at June 30, 2024 and December 31, 2023, respectively.
The following table provides the number of restricted stock units credited to active participant accounts and the payments made with respect to MSPP liabilities during the six months ended June 30,:
2024 2023
Restricted stock units credited 41,435  44,102 
MSPP liabilities paid (in thousands) $ 2,053  $ 2,147 
(9)    PRODUCT WARRANTIES
The Company generally warrants that its products will be free from material defects in workmanship and materials. Warranty reserve estimates are based on management’s judgment, considering such factors as historical experience, anticipated rates of claims, and other available information. Management reviews and adjusts these estimates, if necessary, based on the differences between actual experience and historical estimates.
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The reserve for product warranties is presented within accrued expenses on the Company’s consolidated balance sheets. Activity in the product warranties is summarized as follows (in thousands):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2024 2023 2024 2023
Beginning balance $ 10,068  $ 6,163  $ 9,139  $ 6,251 
Provisions for product warranties, net of reductions 3,167  1,219  4,096  1,131 
Ending balance $ 13,235  $ 7,382  $ 13,235  $ 7,382 
(10)    EXIT ACTIVITY COSTS AND ASSET IMPAIRMENTS
The Company has incurred exit activity costs and asset impairment charges as a result of its 80/20 simplification and portfolio management initiatives. These initiatives have resulted in the identification of low-volume, low margin, internally-produced products which have been or will be outsourced or discontinued, the simplification of processes, the sale and exiting of less profitable businesses or product lines, and a reduction in the Company's manufacturing footprint.
As a result of process simplification initiatives, the Company has incurred exit activity costs related to moving and closing costs and severance, along with asset impairment costs (recoveries) related to the write-down of inventory and other charges associated with discontinued product lines. Additionally, the Company has incurred the aforementioned costs resulting from the sale and/or closure of facilities including costs recorded during the six months ended June 30, 2023.
The following tables set forth the exit activity costs and asset impairment charges (recoveries) incurred by segment related to the restructuring activities described above (in thousands):
Three Months Ended
June 30,
2024 2023
Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total
Residential $ 145  $ —  $ 145  $ —  $ —  $ — 
Renewables 4,214  235  4,449  2,909  40  2,949 
Agtech 11  —  11  156  —  156 
Infrastructure —  —  —  —  —  — 
Corporate 4  —  4  —  —  — 
Total $ 4,374  $ 235  $ 4,609  $ 3,065  $ 40  $ 3,105 
Six Months Ended
June 30,
2024 2023
Exit Activity Asset Impairment Total Exit Activity Asset Impairment Total
Residential $ 145  $ (72) $ 73  $ 114  $ —  $ 114 
Renewables 4,483  235  4,718  2,909  (23) 2,886 
Agtech 149  —  149  717  —  717 
Infrastructure —  —  —  —  —  — 
Corporate 4  —  4  —  —  — 
Total $ 4,781  $ 163  $ 4,944  $ 3,740  $ (23) $ 3,717 
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The following table provides a summary of where the exit activity costs and asset impairments were recorded in the consolidated statements of income (in thousands):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2024 2023 2024 2023
Cost of sales $ 4,171  $ 3,098  $ 4,099  $ 3,611 
Selling, general, and administrative expense 438  7  845  106 
Total exit activity and asset impairment charges $ 4,609  $ 3,105  $ 4,944  $ 3,717 
The following table reconciles the beginning and ending liability for exit activity costs relating to the Company’s restructuring efforts (in thousands):
2024 2023
Balance at January 1 $ 6,725  $ 2,417 
Exit activity costs recognized 4,781  3,740 
Cash payments (1,893) (2,377)
Balance at June 30 $ 9,613  $ 3,780 
(11)    INCOME TAXES
The following table summarizes the provision for income taxes for continuing operations and the applicable effective tax rates:
Three Months Ended
June 30,		 Six Months Ended
June 30,
2024 2023 2024 2023
Provision for income taxes (in thousands) $ 11,419  $ 11,555  $ 19,980  $ 18,732 
Effective tax rate 26.2  % 27.3  % 25.9  % 26.6  %
The effective tax rate for the three and six months ended June 30, 2024 and 2023, respectively, was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items due to an excess tax benefit on stock-based compensation.
(12)    EARNINGS PER SHARE
Weighted average shares outstanding for basic and diluted earnings were as follows (in thousands):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2024 2023 2024 2023
Numerator:
Net income available to common stockholders $ 32,198  $ 30,723  $ 57,144  $ 51,822 
Denominator for basic earnings per share:
Weighted average shares outstanding 30,588  30,554  30,580  30,725 
Denominator for diluted earnings per share:
Weighted average shares outstanding 30,588  30,554  30,580  30,725 
Common stock options and stock units 203  130  221  121 
Weighted average shares and conversions 30,791  30,684  30,801  30,846 
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The following table provides the potential anti-dilutive common stock units not included in the diluted weighted average shares calculations (in thousands):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2024 2023 2024 2023
Common stock units 13  19  2  17 
(13)    SEGMENT INFORMATION
The Company is organized into four reportable segments on the basis of the production processes, products and services provided by each segment, identified as follows:
(i)Residential, which primarily includes roof and foundation ventilation products, centralized mail systems and electronic package solutions, retractable awnings and gutter guards, rain dispersion products, trims and flashings and other accessories;
(ii)Renewables, which primarily includes designing, engineering, manufacturing and installation of solar racking and electrical balance of systems;
(iii)Agtech, which provides growing solutions including the designing, engineering, manufacturing and installation of greenhouses; and
(iv)Infrastructure, which primarily includes structural bearings, expansion joints and pavement sealant for bridges, airport runways and roadways, elastomeric concrete, and bridge cable protection systems.
When determining the reportable segments, the Company aggregated operating segments based on their similar economic and operating characteristics.
The following table illustrates certain measurements used by management to assess performance of the segments described above (in thousands):
Three Months Ended
June 30,		 Six Months Ended
June 30,
2024 2023 2024 2023
Net sales:
Residential $ 214,316  $ 228,234  $ 399,427  $ 407,729 
Renewables 79,381  77,459  130,877  136,664 
Agtech 34,508  35,028  68,535  70,880 
Infrastructure 24,800  24,193  46,672  42,908 
Total net sales $ 353,005  $ 364,914  $ 645,511  $ 658,181 
Income from operations:
Residential $ 43,313  $ 43,959  $ 77,659  $ 73,468 
Renewables 1,647  5,908  3,291  8,177 
Agtech 2,282  (1,117) 4,890  1,213 
Infrastructure 6,215  5,828  11,111  8,542 
Unallocated corporate expenses (10,988) (11,501) (22,746) (18,953)
Total income from operations $ 42,469  $ 43,077  $ 74,205  $ 72,447 
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The following table illustrates the total assets of the Company's reportable segments and unallocated corporate assets as of (in thousands):
June 30,
2024		 December 31,
2023
Total assets:
Residential $ 537,821  $ 515,739 
Renewables 396,954  377,694 
Agtech 167,087  168,213 
Infrastructure 84,605  77,518 
Unallocated corporate assets 190,474  117,287 
$ 1,376,941  $ 1,256,451 
The following tables illustrate segment revenue disaggregated by timing of transfer of control to the customer for the (in thousands):
Three Months Ended June 30, 2024
Residential Renewables Agtech Infrastructure Total
Net sales:
Point in Time $ 212,524  $ 8,226  $ 189  $ 10,839  $ 231,778 
Over Time 1,792  71,155  34,319  13,961  121,227 
Total net sales $ 214,316  $ 79,381  $ 34,508  $ 24,800  $ 353,005 
Three Months Ended June 30, 2023
Residential Renewables Agtech Infrastructure Total
Net sales:
Point in Time $ 226,618  $ 10,633  $ 880  $ 8,848  $ 246,979 
Over Time 1,616  66,826  34,148  15,345  117,935 
Total net sales $ 228,234  $ 77,459  $ 35,028  $ 24,193  $ 364,914 
Six Months Ended June 30, 2024
Residential Renewables Agtech Infrastructure Total
Net sales:
Point in Time $ 395,856  $ 15,015  $ 2,528  $ 17,149  $ 430,548 
Over Time 3,571  115,862  66,007  29,523  214,963 
Total net sales $ 399,427  $ 130,877  $ 68,535  $ 46,672  $ 645,511 
Six Months Ended June 30, 2023
Residential Renewables Agtech Infrastructure Total
Net sales:
Point in Time $ 404,560  $ 19,727  $ 4,803  $ 14,909  $ 443,999 
Over Time 3,169  116,937  66,077  27,999  214,182 
Total net sales $ 407,729  $ 136,664  $ 70,880  $ 42,908  $ 658,181 
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain information set forth herein includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and, therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “anticipates,” “aspires,” “expects,” “estimates,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, competition, strategies, margins, integration of acquired businesses, the industries in which we operate and the expected impact of evolving laws and regulation. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We believe that these risks and uncertainties include, but are not limited to, those described in the “Risk Factors” disclosures in our most recent Annual Report on Form 10-K. Although we base these forward-looking statements on assumptions that we believe are reasonable when made, we caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition, liquidity and the development of the industries in which we operate may differ materially from those made in or suggested by the forward-looking statements contained herein. In addition, even if our results of operations, financial condition, liquidity, and the development of the industries in which we operate are consistent with the forward-looking statements contained in this Quarterly Report on Form 10-Q, those results or developments may not be indicative of results or developments in subsequent periods. Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements. Any forward-looking statements that we make herein speak only as of the date of those statements, and we undertake no obligation to update those statements or to publicly announce the results of any revisions to any of those statements to reflect future events or developments. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
The Company uses certain operating performance measures, specifically consolidated gross margin, operating margin by segment and consolidated operating margin, to manage the Company's businesses, set operational goals, and establish performance targets for incentive compensation for the Company's employees. The Company defines consolidated gross margin as a percentage of total consolidated gross profit to total consolidated net sales. The Company defines operating margin by segment as a percentage of total income from operations by segment to total net sales by segment and consolidated operating margin as a percentage of total consolidated income from operations to total consolidated net sales. The Company believes consolidated gross margin, consolidated operating margin, and operating margin by segment may be useful to investors in evaluating the profitability of the Company's segments and the Company on a consolidated basis.
Overview
Gibraltar Industries, Inc. (the "Company") is a leading manufacturer and provider of products and services for the residential, renewable energy, agtech and infrastructure markets.
The Company operates and reports its results in the following four reporting segments:
•Residential
•Renewables
•Agtech
•Infrastructure
The Company serves customers primarily in North America including home improvement retailers, wholesalers, distributors, contractors, renewable energy (solar) developers, and institutional and commercial growers of fruits, vegetables, flowers and other plants.
At June 30, 2024, the Company operated thirty facilities, comprised of twenty-two manufacturing facilities, two distribution centers, and six offices, which are located in fifteen states, Canada, and China. The Company's operational infrastructure provides the necessary scale to support local, regional, and national customers in each of the Company's markets.
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Recent Trends
The Company's customers in the Renewables business continue to be impacted by both ongoing and new trade and regulatory policies and investigations. These include but are not limited to:
•In May 2024, a new investigation was initiated by the U.S. Department of Commerce ("USDOC") claiming potentially illegal trade practices with Cambodia, Malaysia, Thailand and Vietnam, the same four countries named in the 2022 anti-dumping and countervailing duties ("AD/CVD") case, for which resolution is anticipated in 2025;
•Revocation of tariff exemptions on bifacial solar modules by the current presidential administration;
•Expiration in 2024 of the Presidential Executive Order that paused tariffs on imports of solar modules for two years. Modules procured during this pause may have challenges to be installed as required by the December 3, 2024 due to permitting delays still prevailing in the industry; and
•Publication of final guidance from the Department of Treasury relative to rules under the Inflation Reduction Act (IRA) in order to maximize tax incentives.
As these disruptions continue, a portion of our customers paused signing new contracts as they work through trade and/or regulatory items specific to their projects.
Business Strategy
The Company's mission is to make life better for people and the planet, fueled by advancing the disciplines of engineering, science, and technology. The Company is innovating to reshape critical markets in sustainable power, comfortable and efficient living, and productive growing throughout North America. Furthermore, the Company strives to create compounding and sustainable value for its stockholders and stakeholders with strong and relevant leadership positions in higher growth, profitable end markets focused on addressing some of the world's most challenging opportunities. The foundation of the Company's strategy is built on three core pillars: Business System, Portfolio Management, and Organization Development.
1.Business System reflects the necessary systems, processes, and management tools required to deliver consistent and continuous performance improvement, every day. The Company's business system is a critical enabler to grow, scale, and deliver its plans. The Company's focus is on deploying effective tools to drive growth, improve operating performance, and develop the organization utilizing 80/20 and lean quote-to-cash initiatives along with digital systems for speed, agility and responsiveness. The Business System pillar challenges existing operating paradigms, drives day-to-day performance, forces prioritization of resources, tests the Company's business models, and drives new product and services innovation.
2.Portfolio Management is focused on optimizing the Company’s business portfolio in higher growth markets with leadership positions while ensuring its financial capital and human resources are effectively and efficiently deployed to deliver sustainable, profitable growth while increasing its relevance with customers and shaping its markets. In 2023, the Company acquired the assets of a privately held Utah-based company in the Residential segment and sold its Japan-based solar racking business within the Renewables segment to help achieve these objectives.
3.Organization Development drives the Company’s continuous focus on ensuring it has the right design and structure to scale the organization in order to execute the Company’s plans and meet commitments. The Company's focus is on creating an environment for our people to have the best opportunity for success, continue to develop, grow and learn. At core of this pillar is the Company’s development process focused on helping employees reach their potential, improve performance, develop career roadmaps, identify ongoing education requirements, and respective succession plans. The Company believes doing so helps it attract and retain the best people to execute its business plans.
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The Company believes the key elements of the Company's strategy enable the Company to respond timely to changes in the end markets the Company serves, including the broader market dynamics experienced over the past few years. The Company continues to examine the need for restructuring of the Company's operations, including consolidation of facilities, reducing overhead costs, curtailing investments in working capital, and managing the Company's business to generate incremental cash. The Company believes its strategy enables the Company to respond to volatility in commodity and other input costs and fluctuations in customer demand, along with striving to maintain and improve margins. The Company has used cash flows generated by these initiatives to improve the Company's liquidity position, invest in growth initiatives and return capital to the Company's shareholders through share repurchases. Overall, the Company continues to strive to achieve stronger financial results, make more efficient use of capital, and deliver higher stockholder returns.
Recent Developments
On December 1, 2023, the Company sold its Japan-based solar racking business within its Renewables segment to a third party and received net proceeds of $8.0 million.
On July 5, 2023, the Company acquired the assets of a privately held Utah based company that manufactures and distributes roof flashing and accessory products for $10.4 million.

Results of Operations
Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30, 2023
The following table sets forth selected results of operations data and its percentage of net sales for the three months ended June 30 (in thousands):
2024 2023
Net sales $ 353,005  100.0  % $ 364,914  100.0  %
Cost of sales 257,132  72.8  % 268,175  73.5  %
Gross profit 95,873  27.2  % 96,739  26.5  %
Selling, general, and administrative expense 53,404  15.2  % 53,662  14.7  %
Income from operations 42,469  12.0  % 43,077  11.8  %
Interest (income) expense (1,495) (0.4) % 1,308  0.3  %
Other expense (income) 347  0.0  % (509) (0.1) %
Income before taxes 43,617  12.4  % 42,278  11.6  %
Provision for income taxes 11,419  3.3  % 11,555  3.2  %
Net income $ 32,198  9.1  % $ 30,723  8.4  %
The following table sets forth the Company’s net sales by reportable segment for the three months ended June 30, (in thousands):
Impact of
2024 2023 Total
Change		 Acquisitions Portfolio Management Ongoing Operations
Net sales:
Residential $ 214,316  $ 228,234  $ (13,918) $ 2,193  $ —  $ (16,111)
Renewables 79,381  77,459  1,922  —  (4,081) 6,003 
Agtech 34,508  35,028  (520) —  (765) 245 
Infrastructure 24,800  24,193  607  —  —  607 
Consolidated $ 353,005  $ 364,914  $ (11,909) $ 2,193  $ (4,846) $ (9,256)
Consolidated net sales decreased by $11.9 million, or 3.3%, to $353.0 million for the three months ended June 30, 2024 compared to the three months ended June 30, 2023. The net sales decrease was largely due to a 3% decrease in organic revenue, the combined result of a 2% volume decline and a 1% decrease in pricing to customers, along with portfolio management activities in the prior year quarter. Growth in the Company's Renewables, Agtech and Infrastructure segments, along with revenue of $2.2 million generated from a recent acquisition, was more than offset by $4.8 million of sales related to portfolio management along with a decline in revenue in the Company's Residential segment.
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Consolidated backlog decreased 4% to $389 million, as compared to the end of the prior year quarter.
Net sales in the Company's Residential segment decreased $13.9 million, or 6.1%, to $214.3 million for the three months ended June 30, 2024 compared to $228.2 million for the three months ended June 30, 2023. Organic sales decline of 7.1% was impacted by a slowing in end market activity in the business and inventory reduction actions at certain retail customers during the quarter. This decrease was partially offset by participation gains with new and existing customers and geographic expansion in the Rocky Mountain region, along with $2.2 million of revenue generated by the recent acquisition.
Net sales in the Company's Renewables segment increased $1.9 million, or 2.5%, to $79.4 million for the three months ended June 30, 2024 compared to $77.5 million for the three months ended June 30, 2023. The increase was driven by customer uptake to the Company's new tracker product, partially offset by portfolio management activities. Despite a growing pipeline of new projects across all product lines, order backlog decreased 10% during the quarter as some customers paused signing new contracts as they worked through trade and/or regulatory items specific to their projects.
Net sales in the Company's Agtech segment decreased 1.4%, or $0.5 million, to $34.5 million for the three months ended June 30, 2024 compared to $35.0 million for the three months ended June 30, 2023. The revenue decline was the result of portfolio management actions in the prior year. Revenue was impacted by new projects starting later in the current year quarter, with June revenue up significantly over May. Backlog increased 32% year over year in this segment as new projects booked were greater than $90 million during the current year quarter.
Net sales in the Company's Infrastructure segment increased 2.5%, or $0.6 million, to $24.8 million for the three months ended June 30, 2024 compared to $24.2 million for the three months ended June 30, 2023. The increase in revenue was driven by continued strong execution and market participation gains. Backlog decreased 12% as expected from the prior year due to the final stages of a large project booked in 2023, while demand and quoting remain strong.
The Company's consolidated gross margin increased to 27.2% for the three months ended June 30, 2024 compared to 26.5% for the three months ended June 30, 2023. The increase was driven by improved price to material cost alignment, and continued operational efficiencies, along with 80/20 initiatives and favorable business and product mix.
Selling, general, and administrative ("SG&A") expenses decreased by $0.3 million, or 0.5% to $53.4 million for the three months ended June 30, 2024 compared to $53.7 million for the three months ended June 30, 2023. The $0.3 million decrease was primarily due to lower performance-based compensation expense as compared to the prior year quarter. SG&A expenses as a percentage of net sales increased to 15.2% for the three months ended June 30, 2024 compared to 14.7% for the three months ended June 30, 2023.
The following table sets forth the Company’s income from operations and income from operations as a percentage of net sales by reportable segment for the three months ended June 30, (in thousands):
2024 2023 Total
Change
Income from operations:
Residential $ 43,313  20.2  % $ 43,959  19.3  % $ (646)
Renewables 1,647  2.1  % 5,908  7.6  % (4,261)
Agtech 2,282  6.6  % (1,117) (3.2) % 3,399 
Infrastructure 6,215  25.1  % 5,828  24.1  % 387 
Unallocated Corporate Expenses (10,988) (3.1) % (11,501) (3.2) % 513 
Consolidated income from operations $ 42,469  12.0  % $ 43,077  11.8  % $ (608)
The Residential segment generated an operating margin of 20.2% in the current year quarter compared to 19.3% in the prior year quarter. Operating margin improved year over year, driven by solid execution and effective price/cost management.
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The Renewables segment generated an operating margin of 2.1% in the current year quarter compared to 7.6% in the prior year quarter. The decrease in operating margin was a result of product line mix associated with the ramp up of the new tracker product line in the current year quarter. Furthermore, margin was impacted by restructuring charges incurred during the quarter related to addressing customer issues arising from the discontinued legacy solar tracker solution. This margin decrease was partially offset by strong execution and field efficiencies on projects underway.
The Agtech segment generated an operating margin of 6.6% in the current year quarter compared to (3.2)% in the prior year quarter. Operating margin improved year over year due to the impact of portfolio management charges related to the liquidation of the processing business incurred in the prior year partially offset by a product mix shift in projects across the segment during the current year.
The Infrastructure segment generated an operating margin of 25.1% during the three months ended June 30, 2024 compared to 24.1% during the three months ended June 30, 2023. The margin improved year over year due to favorable price/cost alignment, ongoing strong operating execution, 80/20 productivity, and improving product mix.
Unallocated corporate expenses decreased $0.5 million from $11.5 million during the three months ended June 30, 2023 to $11.0 million during the three months ended June 30, 2024. The decrease in expense was primarily the result of lower performance-based compensation expense as compared to the prior year quarter.
The Company recorded interest income of $1.5 million for the three months ended June 30, 2024, compared to interest expense of $1.3 million for the three months ended June 30, 2023. Income during the current year quarter was the result of earnings on certain interest-bearing cash accounts. Expense in the prior year quarter was the result of an outstanding balance on the Company's revolving credit facility for the three months ended June 30, 2023, while no amounts were outstanding during the three months ended June 30, 2024.
The Company recorded other expense of $0.3 million for the three months ended June 30, 2024, compared to other income of $0.5 million recorded for the three months ended June 30, 2023. The change year over year is the result of costs related to the liquidation of the processing business.
The Company recognized a provision for income taxes of $11.4 million and $11.6 million, with effective tax rates of 26.2% and 27.3% for the three months ended June 30, 2024, and 2023, respectively. The effective tax rate for the three months ended June 30, 2024, and 2023, respectively, was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items due to an excess tax benefit on stock-based compensation.
Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30, 2023
The following table sets forth selected results of operations data and its percentage of net sales for the six months ended June 30 (in thousands):
2024 2023
Net sales $ 645,511  100.0  % $ 658,181  100.0  %
Cost of sales 465,250  72.1  % 484,513  73.6  %
Gross profit 180,261  27.9  % 173,668  26.4  %
Selling, general, and administrative expense 106,056  16.4  % 101,221  15.4  %
Income from operations 74,205  11.5  % 72,447  11.0  %
Interest (income) expense (2,245) (0.3) % 2,799  0.4  %
Other income (674) (0.1) % (906) (0.1) %
Income before taxes 77,124  11.9  % 70,554  10.7  %
Provision for income taxes 19,980  3.0  % 18,732  2.8  %
Net income $ 57,144  8.9  % $ 51,822  7.9  %
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The following table sets forth the Company’s net sales by reportable segment for the six months ended June 30, (in thousands):
Impact of
2024 2023 Total
Change		 Acquisitions Portfolio Management Ongoing Operations
Net sales:
Residential $ 399,427  $ 407,729  $ (8,302) $ 3,480  $ —  $ (11,782)
Renewables 130,877  136,664  (5,787) —  (6,031) 244 
Agtech 68,535  70,880  (2,345) —  (3,279) 934 
Infrastructure 46,672  42,908  3,764  —  —  3,764 
Consolidated $ 645,511  $ 658,181  $ (12,670) $ 3,480  $ (9,310) $ (6,840)
Consolidated net sales decreased by $12.7 million, or 1.9%, to $645.5 million for the six months ended June 30, 2024 compared to the six months ended June 30, 2023. The net sales decrease was the combined result of volume decline in the Company's Residential segment along with portfolio management activities in the prior year. This decrease was partially offset by growth in the Company's Infrastructure, Agtech and Renewables segments, along with revenue of $3.5 million generated from a recent acquisition. Consolidated backlog decreased 4% to $389 million, as compared to the end of the prior year period.
Net sales in the Company's Residential segment decreased $8.3 million, or 2.0%, to $399.4 million for the six months ended June 30, 2024 compared to $407.7 million for the six months ended June 30, 2023. Organic decline of 2.9% was impacted by a slowing in end market activity in the business and inventory reduction actions at certain retail customers during the latter part of the six month period. This decrease was partially offset by participation gains with new and existing customers and geographic expansion in the Rocky Mountain region, along with $3.5 million of revenue generated by the recent acquisition.
Net sales in the Company's Renewables segment decreased $5.8 million, or 4.2%, to $130.9 million for the six months ended June 30, 2024 compared to $136.7 million for the six months ended June 30, 2023. The decline in net sales was the result of portfolio management actions in the prior year. Despite a growing pipeline of new projects across all product lines, order backlog decreased 10% from the prior year as some customers paused signing new contracts as they worked through trade and/or regulatory items specific to their projects.
Net sales in the Company's Agtech segment decreased 3.2%, or $2.3 million, to $68.5 million for the six months ended June 30, 2024 compared to $70.9 million for the six months ended June 30, 2023. The revenue declined due to $3.3 million of revenues recorded in the prior year related to portfolio management actions which were partially offset by timing of new contract signings, as projects recently booked began to generate revenue during the latter part of the current year period. Backlog increased 32% year over year in this segment as new projects booked were greater than $90 million during the current year quarter.
Net sales in the Company's Infrastructure segment increased 8.9%, or $3.8 million, to $46.7 million for the six months ended June 30, 2024 compared to $42.9 million for the six months ended June 30, 2023. The increase in revenue was driven by continued strong execution and market participation gains. Backlog decreased 12% as expected from the prior year due to the final stages of a large project booked in 2023, while demand and quoting remain strong.
The Company's consolidated gross margin increased to 27.9% for the six months ended June 30, 2024 compared to 26.4% for the six months ended June 30, 2023. The increase was driven by improved price to material cost alignment, and continued operational efficiencies, along with 80/20 initiatives and favorable business and product mix.
SG&A expenses increased by $4.8 million, or 4.8% to $106.1 million for the six months ended June 30, 2024 compared to $101.2 million for the six months ended June 30, 2023. The $4.8 million increase was primarily due to higher performance-based compensation expense as compared to the prior year. SG&A expenses as a percentage of net sales increased to 16.4% for the six months ended June 30, 2024 compared to 15.4% for the six months ended June 30, 2023.
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The following table sets forth the Company’s income from operations and income from operations as a percentage of net sales by reportable segment for the six months ended June 30, (in thousands):
2024 2023 Total
Change
Income from operations:
Residential $ 77,659  19.4  % $ 73,468  18.0  % $ 4,191 
Renewables 3,291  2.5  % 8,177  6.0  % (4,886)
Agtech 4,890  7.1  % 1,213  1.7  % 3,677 
Infrastructure 11,111  23.8  % 8,542  19.9  % 2,569 
Unallocated Corporate Expenses (22,746) (3.5) % (18,953) (2.9) % (3,793)
Consolidated income from operations $ 74,205  11.5  % $ 72,447  11.0  % $ 1,758 
The Residential segment generated an operating margin of 19.4% in the current year compared to 18.0% in the prior year. Operating margin improved year over year, driven by solid execution, effective price/cost management and 80/20 productivity.
The Renewables segment generated an operating margin of 2.5% in the current year compared to 6.0% in the prior year. The decrease in operating margin was a result of product line mix associated with the ramp up of the new tracker product line in the current year along with the impact of restructuring activities related to addressing customer issues arising from the discontinued legacy solar tracker solution and prior year portfolio management actions, partially offset by strong execution and field efficiencies on projects underway.
The Agtech segment generated an operating margin of 7.1% in the current year compared to 1.7% in the prior year. Operating margin improved year over year due to the impact of restructuring costs incurred in the prior year partially offset by product mix across the segment.
The Infrastructure segment generated an operating margin of 23.8% during the six months ended June 30, 2024 compared to 19.9% during the six months ended June 30, 2023. The margin improved year over year driven by favorable price/cost alignment, ongoing strong operating execution, 80/20 productivity, and improving product mix.
Unallocated corporate expenses increased $3.8 million from $19.0 million during the six months ended June 30, 2023 to $22.7 million during the six months ended June 30, 2024. The increase in expense was primarily the result of higher performance-based compensation expense as compared to the prior year.
The Company recorded interest income of $2.2 million for the six months ended June 30, 2024, compared to interest expense of $2.8 million for the six months ended June 30, 2023. Income in the current year was the result of earnings on certain interest-bearing cash accounts. Expense in the prior year was the result of an outstanding balance on the Company's revolving credit facility for the six months ended June 30, 2023, while no amounts were outstanding during the six months ended June 30, 2024.
Other income decreased year over year with $0.7 million recorded for the six months ended June 30, 2024, compared to $0.9 million recorded for the six months ended June 30, 2023. The change year over year is the combined result of $1.0 million of working capital and other adjustments recorded in the current year, relating to the sale of the Company's Japan-based solar racking business within its Renewables segment, costs related to the liquidation of the processing business and foreign currency translation fluctuations.
The Company recognized a provision for income taxes of $20.0 million and $18.7 million, with effective tax rates of 25.9% and 26.6% for the six months ended June 30, 2024, and 2023, respectively. The effective tax rate for the six months ended June 30, 2024, and 2023, respectively, was greater than the U.S. federal statutory rate of 21% due to state taxes and nondeductible permanent differences partially offset by favorable discrete items due to an excess tax benefit on stock-based compensation.
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Liquidity and Capital Resources
The following table sets forth the Company's liquidity position as of (in thousands):
June 30, 2024 December 31, 2023
Cash and cash equivalents $ 179,102  $ 99,426 
Availability on revolving credit facility 395,055  396,056 
$ 574,157  $ 495,482 
Sources of Liquidity
The Company's primary sources of liquidity are comprised of cash on hand and its available borrowing capacity provided under the Company's Credit Agreement (the "Credit Agreement"). The Credit Agreement provides for a revolving credit facility and letters of credit in an aggregate amount equal to $400 million and terminates on December 8, 2027. The Company can request additional financing to increase the revolving credit facility to $700 million or enter into a term loan of up to $300 million subject to conditions set forth in the Credit Agreement. See Note 7 to the Company's consolidated financial statements in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q for further information on the Credit Agreement.
Generally, the Company's foreign operations have generated cash flow from operations sufficient to invest in working capital and fund their capital improvements. As of June 30, 2024 and December 31, 2023, the Company's foreign subsidiaries held $14.2 million and $6.9 million of cash, respectively.
The Company believes that these sources, together with cash expected to be generated from operations, should provide the Company with ample liquidity and capital resources to meet its cash requirements and to continue to invest in operational excellence, growth initiatives and the development of the organization.
Uses of Cash / Cash Requirements
The Company's material short-term cash requirements primarily include accounts payable, certain employee and retiree benefit-related obligations, operating lease obligations, capital expenditures, and other purchase obligations originating in the normal course of business for inventory purchase orders and contractual service agreements. The Company's principal capital requirements are to fund its operations' working capital and capital improvements, as well as provide capital for acquisitions and to strategically allocate capital through repurchases of Company stock under the Company's current authorized program ending May 2, 2025. The Company will continue to invest in growth opportunities as appropriate while focusing on working capital efficiency and profit improvement opportunities to minimize the cash invested to operate its business.
Over the long-term, the Company expects that future investments, including strategic business acquisitions, may be financed through a number of sources, including internally available cash, availability under the Credit Agreement, new debt financing, the issuance of equity securities, or any combination of the aforementioned.
These expectations are forward-looking statements based upon currently available information and may change if conditions in the credit and equity markets deteriorate or other circumstances change. To the extent that operating cash flows are lower than current levels, or sources of financing are not available or not available at acceptable terms, the Company's future liquidity may be adversely affected.
Except as disclosed above, there have been no material changes in the Company's cash requirements since December 31, 2023. See Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
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Cash Flows
The following table sets forth selected cash flow data for the six months ended June 30, (in thousands):
2024 2023
Cash provided by (used in):
Operating activities $ 89,653  $ 114,094 
Investing activities (8,357) (4,730)
Financing activities (1,447) (107,970)
Effect of foreign exchange rate changes (173) (381)
Net increase in cash and cash equivalents $ 79,676  $ 1,013 
Operating Activities
Net cash provided by operating activities for the six months ended June 30, 2024 of $89.7 million consisted of net income of $57.1 million, non-cash net charges totaling $22.4 million, which include depreciation, amortization, stock-based compensation, exit activity costs and other non-cash charges, and $10.2 million of cash generated from working capital and other net operating assets. The cash generated from working capital and other net operating assets was largely due to increases in accounts payable, the result of the timing of purchases and vendor payments, and billings in excess of costs, the result of increased advance payments from and billings to customers on projects. These activities were partially offset by increases in accounts receivable and inventory, largely the result of seasonal demand.
Net cash provided by operating activities for the six months ended June 30, 2023 of $114.1 million consisted of net income of $51.8 million, non-cash net charges totaling $21.6 million, which include depreciation, amortization, stock-based compensation, exit activity recoveries and other non-cash charges, and $40.7 million of cash generated from working capital and other net operating assets. The cash generated from working capital and other net operating assets was largely due to increases in accounts payable, the result of the timing of purchases and vendor payments, and billings in excess of costs, the result of increased advance payments from and billings to customers on projects. In addition, cash was generated due to the Company's focus on reducing its investment in inventory to better align with lower sales volumes while still meeting customer demand. These activities were partially offset by an increase in accounts receivable largely the result of seasonal increases in demand.
Investing Activities
Net cash used in investing activities for the six months ended June 30, 2024 of $8.4 million was primarily due to net capital expenditures of $8.7 million, offset by receipt of the $0.3 million final working capital settlement resulting from the sale of the Company's Japan-based solar racking business in the Company's Renewables segment in the fourth quarter of 2023.
Net cash used in investing activities for the six months ended June 30, 2023 of $4.7 million was primarily due to net capital expenditures of $5.3 million, offset by receipt of the $0.6 million final working capital settlement resulting from the 2022 acquisition of QAP.
Financing Activities
Net cash used in financing activities for the six months ended June 30, 2024 of $1.4 million consisted of common stock repurchases related to the net settlement of tax obligations for participants in the Company's equity incentive plans.
Net cash used in financing activities for the six months ended June 30, 2023 of $108.0 million consisted of net long-term debt payments of $79.2 million and $28.8 million of common stock repurchases. Net long-term debt payments consisted of $120.0 million in long-term debt payments, offset by $40.8 million in proceeds from borrowing on the Company's long-term debt credit facility. The Company paid $26.0 million during the six months ended June 30, 2023 related to repurchase of 538,575 shares under the Company's authorized share repurchase program. The remainder of the repurchased common stock of $2.8 million related to the net settlement of tax obligations for participants in the Company's equity incentive plans.
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Critical Accounting Estimates
There have been no material changes to the Company's critical accounting estimates during the six months ended June 30, 2024 from those disclosed in the consolidated financial statements and accompanying notes contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
Recent Accounting Pronouncements
See Note 1 to the Company's consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information on recent accounting pronouncements.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the ordinary course of business, the Company is exposed to various market risk factors, including changes in general economic conditions, competition, interest rates, foreign exchange rates, and raw materials pricing and availability. In addition, the Company is exposed to other financial market risks, primarily related to its foreign operations. In the current year, there have been no material changes in the information provided under Item 7A in the Company's Annual Report on Form 10-K for the year ended December 31, 2023.
Item 4. Controls and Procedures 
(a)Evaluation of Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Management of the Company, under the supervision and with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered in this report. Based upon that evaluation and the definition of disclosure controls and procedures contained in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that as of the end of such period the Company’s disclosure controls and procedures were effective. 
(b)Changes in Internal Control over Financial Reporting
There have been no changes in the Company’s internal control over financial reporting (as defined by Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934, as amended) that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time the Company has been and may in the future become involved in litigation, as well as other legal proceedings in the ordinary course of the Company's business. The Company maintains liability insurance against risks arising out of the normal course of business. While the outcome of these legal proceedings cannot be predicted with certainty, the Company's management, based on currently available facts, does not believe that the ultimate outcome of any pending litigation will have a material effect on the Company's consolidated financial condition, results of operations, or liquidity.
There were no material legal proceedings terminated, settled, or otherwise resolved during the quarter ended June 30, 2024.
27
Table of Contents
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risks discussed in “Part I, Item 1A. Risk Factors” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023. These risks and uncertainties have the potential to materially affect the Company's business, financial condition, results of operation, cash flows, and future prospects. Additional risks and uncertainties not currently known to the Company or that the Company currently deems immaterial may materially adversely impact the Company's business, financial condition, or operating results. During the quarter ended June 30, 2024, there have been no material changes from the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
In May 2022, the Company's Board of Directors authorized a share repurchase program of up to $200 million of the Company's issued and outstanding common stock. The program was publicly announced on May 4, 2022 and has a duration of three years, ending May 2, 2025. Repurchases may be made, from time to time, in amounts and at prices the Company deems appropriate, subject to market conditions, applicable legal requirements, debt covenants and other considerations. Any such repurchases may be executed using open market purchases, privately negotiated agreements or other transactions. The repurchase program may be suspended or discontinued at any time at the Company's discretion.
The Company did not purchase shares during the quarter ended June 30, 2024 and the dollar value of shares that may yet be purchased under the program was $88,943,472.
The Company did not sell unregistered equity securities during the period covered by this report.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
28
Table of Contents
Item 6. Exhibits
Certificate of Incorporation of Gibraltar Industries, Inc., as amended by: (i) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on October 27, 2004, (ii) Certificate of Change of Registered Agent and Registered Office of Gibraltar Industries, Inc. filed on May 11, 2005, (iii) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 22, 2012, (iv) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 11, 2015, (v) Certificate of Change of Registered Agent and/or Registered Office filed on January 10, 2019, (vi) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 6, 2021 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on August 3, 2021), and (vii) Certificate of Amendment of Certificate of Incorporation of Gibraltar Industries, Inc. filed on May 3, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 8, 2023)
Second Amended and Restated By-Laws of Gibraltar Industries, Inc., effective as of December 7, 2022 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K/A filed on December 9, 2022)
Certification of Chairman of the Board, President and Chief Executive Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
Certification of Senior Vice President and Chief Financial Officer pursuant to Section 302 of the Sarbanes–Oxley Act of 2002.
32.1**
 Certification of the Chairman of the Board, President and Chief Executive Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
32.2**
 Certification of the Senior Vice President and Chief Financial Officer pursuant to Title 18, United States Code, Section 1350, as adopted pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema Document
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Submitted electronically with this Quarterly Report on Form 10-Q.
** Documents are furnished not filed herewith.
29
Table of Contents
SIGNATURES
Pursuant to the requirements 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 INDUSTRIES, INC.
(Registrant)

/s/ William T. Bosway
William T. Bosway
Chairman of the Board, President and Chief Executive Officer

/s/ Timothy F. Murphy
Timothy F. Murphy
Senior Vice President and
Chief Financial Officer
Date: July 31, 2024

30
EX-31.1 2 q22024exhibit311.htm EX-31.1 Document

EXHIBIT 31.1
CERTIFICATIONS
I, William T. Bosway, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Gibraltar Industries, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: July 31, 2024 /s/ William T. Bosway
  William T. Bosway
  Chairman of the Board, President and Chief Executive Officer


EX-31.2 3 q22024exhibit312.htm EX-31.2 Document

EXHIBIT 31.2
CERTIFICATIONS
I, Timothy F. Murphy, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q of Gibraltar Industries, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: July 31, 2024 /s/ Timothy F. Murphy
  Timothy F. Murphy
  Senior Vice President and
Chief Financial Officer



EX-32.1 4 q22024exhibit321.htm EX-32.1 Document

EXHIBIT 32.1
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, William T. Bosway, President and Chief Executive Officer, of Gibraltar Industries, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ William T. Bosway
William T. Bosway
Chairman of the Board, President and Chief Executive Officer
July 31, 2024
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


EX-32.2 5 q22024exhibit322.htm EX-32.2 Document

EXHIBIT 32.2
CERTIFICATION OF SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
PURSUANT TO TITLE 18, UNITED STATES CODE, SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Timothy F. Murphy, Senior Vice President and Chief Financial Officer, of Gibraltar Industries, Inc. (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that:
The Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2024 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m); and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
/s/ Timothy F. Murphy
Timothy F. Murphy
Senior Vice President and
Chief Financial Officer
July 31, 2024
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.