GIBRALTAR INDUSTRIES, INC. 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2007
or
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 0-22462
GIBRALTAR 401(k) PLAN
GIBRALTAR INDUSTRIES, INC.
(Name of Issuer of the Securities Held Pursuant to the Plan)
3556 Lake Shore Road
P.O. Box 2028
Buffalo, New York 14219-0228
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this annual report to be
signed on its behalf by the undersigned hereunto duly authorized.
GIBRALTAR 401(k) PLAN
(Name of Plan)
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Date:
June 20, 2008
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/s/ Timothy J. Heasley |
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Member, Gibraltar 401(k) Plan Committee |
Gibraltar 401(k) Plan
Gibraltar 401(k) Plan
Financial Statements and
Supplemental Schedule
December 31, 2007 and 2006
Gibraltar 401(k) Plan
Index
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Page(s) |
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1 |
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Financial Statements |
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2 |
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3 |
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4-9 |
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Supplemental Schedule |
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10-11 |
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Exhibit |
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Exhibit 23.1 Consent of Independent Registered Public Accounting Firm |
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12 |
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EX-23.1 |
Report of Independent Registered Public Accounting Firm
To the Participants and Plan Administrator of the Gibraltar 401(k) Plan
We have audited the accompanying statements of net assets available for benefits of the Gibraltar
401(k) Plan as of December 31, 2007 and 2006, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are the responsibility
of the Plans management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with the auditing standards of the Public Company Accounting
Oversight Board (United States). Those standards 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 financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the net assets available for benefits of Gibraltar 401(k) Plan as of December 31, 2007
and 2006, and the changes in net assets available for benefits for the years then ended in
conformity with U. S. generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic financial statements
taken as a whole. The supplemental schedule is presented for the purpose of additional analysis
and is not a required part of the basic financial statements, but is supplementary information
required by the Department of Labors Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility
of the Plans management. This supplemental schedule has been subjected to the auditing procedures
applied in the audit of the basic financial statements for the year ended December 31, 2007 and, in
our opinion, is fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ FREED MAXICK & BATTAGLIA, CPAs, P.C.
Buffalo, New York
June 19, 2008
Gibraltar 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006
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December 31, |
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2007 |
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2006 |
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Assets |
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Investments at fair value: |
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Shares of registered investment companies |
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$ |
73,620,624 |
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$ |
71,355,073 |
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Employer securities |
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2,001,999 |
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3,415,292 |
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Common collective trust |
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1,077,334 |
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1,333,208 |
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Cash equivalents |
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15,898,792 |
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14,536,686 |
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Loans receivable |
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4,015,382 |
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3,849,625 |
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96,614,131 |
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94,489,884 |
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Receivables: |
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Employer contributions receivable |
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538,794 |
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479,319 |
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Net assets available for benefits at fair value |
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97,152,925 |
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94,969,203 |
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Adjustment from fair value to contract value for
interest in collective trust relating to fully
benefit responsive investment contract |
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11,708 |
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13,315 |
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Net assets available for benefits |
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$ |
97,164,633 |
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$ |
94,982,518 |
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The accompanying notes are an integral part of these financial statements.
2
Gibraltar 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2007 and 2006
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Year Ended December 31, |
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2007 |
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2006 |
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Additions: |
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Employer contributions |
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$ |
2,577,570 |
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$ |
2,937,599 |
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Participant contributions |
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6,004,942 |
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7,345,767 |
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Net appreciation in fair value of investments |
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4,431,734 |
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Interest and other income |
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6,384,560 |
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4,814,010 |
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Total additions |
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14,967,072 |
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19,529,110 |
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Deductions: |
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Benefits paid to participants |
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(11,718,185 |
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(16,591,369 |
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Net depreciation in fair value of investments |
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(1,167,331 |
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Plan expenses |
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(36,222 |
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(33,075 |
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Total deductions |
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(12,921,738 |
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(16,624,444 |
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Increase in net assets available for benefits, prior to mergers |
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2,045,334 |
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2,904,666 |
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Transfer of net assets available for benefits from mergers |
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136,781 |
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25,494,102 |
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Net increase |
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2,182,115 |
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28,398,768 |
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Net assets available for benefits: |
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Beginning of year |
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$ |
94,982,518 |
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$ |
66,583,750 |
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End of year |
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$ |
97,164,633 |
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$ |
94,982,518 |
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The accompanying notes are an integral part of these financial statements.
3
Gibraltar 401(k) Plan
Notes to Financial Statements
1. Description of Plan
The following is a brief description of the Gibraltar 401(k) Plan (the Plan) provided for general
information purposes only. Participants should refer to the Plan document for more complete
information.
General
The Plan is a defined contribution plan as permitted under Section 401(k) of the Internal Revenue
Code. The Plan is sponsored by Gibraltar Steel Corporation of New York (the Company), a subsidiary
of Gibraltar Industries, Inc., for the benefit of eligible employees of the Company and its
subsidiaries. The Company is the Plan Administrator, through its Pension Committee. The Plan is
subject to the Employee Retirement Income Security Act of 1974, as amended.
All employees of the Company, and those affiliates of the Company which have adopted the Gibraltar
401(k) Plan (the Plan), are eligible to participate in the Plan following the completion of six
months of participation service, except for those employees covered under collective bargaining
agreements who are not eligible for participation in the Plan.
The Dramex International, Inc. 401(K) Retirement Plan was merged into the Plan effective August 31,
2007. The total fair market value of the net assets transferred into the Plan as a result of this
merger was $136,781.
The AMICO Profit Sharing and 401(k) Plan was merged into the Plan effective March 1, 2006. The
total fair market value of the net assets transferred into the Plan as a result of this merger was
$25,494,102.
Participant Contributions
Participants may contribute up to 100% (6% for highly compensated employees) of their annual
compensation, not to exceed the ceiling imposed by the Internal Revenue Service of $15,500 for 2007
and $15,000 for 2006, as prescribed by the Plan Agreement. If a participant is age 50 or over, the
ceiling increased to $20,500 for 2007 and $20,000 for 2006.
Employer Contribution
The Company matches contributions to the Plan equal to 50% of the first 6% of the participants
elective deferral at the time of salary reduction.
4
Gibraltar 401(k) Plan
Notes to Financial Statements
Administration
On October 1, 2004, the Plans Administrator named Fidelity Management Trust Company as Plan
Trustee and record keeper. Fidelity Management Trust Company also served as the custodian of the
Plans assets at December 31, 2007 and 2006. The Administrator of the Plan may specify whether the
investments of the Trust Fund shall be managed in whole or in part by the Trustee, one or more
investment managers, the Administrator, or the participants as provided for by the Trust Agreement.
Although it has not expressed any intent to do so, the Company has the right to terminate, amend,
or modify the Plan at any time subject to the provisions of ERISA.
Participant Accounts
Each participants account is credited with the participants contribution and an allocation of
the Companys contribution and Plan earnings and charged with an allocation of administrative
expenses. Allocations are based on participant earnings or account balances, as defined. The
benefit to which a participant is entitled is the benefit that can be provided from the
participants vested account.
Vesting and Forfeitures
Salary reduction contributions and the earnings thereon are at all times fully vested and
nonforfeitable.
All active participants are 100% vested in employer contributions.
Benefit Payments
Upon retirement, termination of employment, death or disability, participants or their
beneficiaries may elect to receive their account balances in a single sum, over a fixed number of
years or by the purchase of an annuity contract from an insurance company.
Participant Loans
Participants may borrow against their vested account balance subject to the provisions specified in
the Plan agreement. Loan terms shall not exceed 5 years, except for a maximum of 10 years for the
purchase of a primary residence. The loans are secured by the vested balance in the participants
account and bear interest at the prime rate plus 1%. Principal and interest are required to be
repaid in equal installments over the term of the loan. Participant notes are valued at cost,
which approximates fair value at the statement of net assets available for benefits dates.
5
Gibraltar 401(k) Plan
Notes to Financial Statements
Plan Expenses
All of the costs of administration of the Plan and Trust are paid by the Company or the Plan.
Brokerage commissions and similar costs of acquiring or selling securities (if any) that are
incurred by the investment funds are borne by the participant. Loan origination fees and annual
maintenance fees for each loan are also borne by the participant.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared on the accrual basis of accounting.
As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1,
Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies
Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and
Pension Plans (the FSP), investment contracts held by a defined-contribution plan are required to
be reported at fair value. However, contract value is the relevant measurement attribute for that
portion of the net assets available for benefits of a defined-contribution plan attributable to
fully benefit responsive investment contracts because contract value is the amount participants
would receive if they were to initiate permitted transactions under the terms of the plan. The
plan invests in investment contracts through a collective trust. As required by the FSP, the
Statement of Net Assets Available for Benefits presents the fair value of the investment in the
collective trust as well as the investment in the collective trust adjustment of the investment in
the collective trust from fair value to contract value relating to the investment contracts. The
Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
Risks and Uncertainties
The Plan provides for various investment options. Investment securities are exposed to various
risks, such as interest, market and credit risks. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the values of investment
securities will occur in the near term and that such changes could materially affect participants
account balances and the amounts reported in the statements of net assets available for benefits.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
6
Gibraltar 401(k) Plan
Notes to Financial Statements
assumptions that affect the reported amounts of assets and liabilities and changes therein and
disclosure of contingent assets liabilities at the date of the financial statements and the
reported amounts of additions and deductions during the reporting period. Actual results could
differ from those estimates.
Investments and Income Recognition
Participants direct the investment of their contributions into various investment options offered
by the Plan. Participants may change their investment allocation on a daily basis.
The Plans investments are valued at their fair value, based on quoted prices in an active market
for the underlying investments. Shares of registered investment companies are reported at fair
value based on the quoted market price of the fund which represents the net asset value of the
shares held by the fund at year end. Participant loans are valued at their outstanding balances
which approximate fair value. Cash and cash equivalents include amounts to be used to pay the
liability for investments purchased but not settled at year end. The plans interest in the
collective trust is valued at fair value based on information reported by the investment advisor
using the audited statements of the collective trust. Purchases and sales of securities are
recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are
recorded on the ex-dividend date. The information on investments has been derived from reports
received from the Plans Trustees.
Realized gains and losses are determined based on average costs. Investment income is determined
separately for each participant account.
The net (depreciation) appreciation in fair value of investments presented in the statement of
changes in net assets available for benefits consists of the realized gains or losses and the
unrealized appreciation or depreciation on those investments. During 2007 and 2006, the Plans
investments appreciated or (depreciated) in fair value as determined by quoted market prices as
follows:
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Year
Ended December 31, |
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2007 |
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2006 |
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Shares of Registered Investment Companies |
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$ |
(119,264 |
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$ |
4,286,617 |
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Common Stock |
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(1,048,067 |
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145,117 |
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Total |
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($1,167,331 |
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$ |
4,431,734 |
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7
Gibraltar 401(k) Plan
Notes to Financial Statements
The fair values of individual investments that represent 5% or more of the Plans net assets are as
follows:
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December 31, |
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2007 |
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2006 |
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Fidelity Retirement Money Market |
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$ |
15,301,941 |
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$ |
14,535,552 |
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Fidelity Capital Appreciation Fund |
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9,951,585 |
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10,104,386 |
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Fidelity Diversified International Fund |
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8,901,195 |
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8,123,726 |
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TCW Dividend Focused Fund Class I |
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6,124,964 |
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Fidelity Contrafund |
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5,756,817 |
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* 4,577,011 |
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Loomis Sayles Small Cap Value Institutional Class |
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5,288,796 |
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TCW Galileo Dividend Focused Fund Class N |
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6,746,366 |
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Fidelity Small Cap Stock Fund |
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5,770,418 |
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*Presented for comparative purposes only
Benefits
Benefits are recorded when paid.
Recently Issued Accounting Pronouncements
In September 2006, the FASB issued Statement on Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements. This standard establishes a single authoritative definition of fair
value, sets out a framework for measuring fair value and requires additional disclosures about fair
value measurements. SFAS No. 157 applies to fair value measurements already required or permitted
by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and interim periods within those fiscal years. The changes to
generally accepted accounting principles in the United States of America from the application of
this statement relate to the definition of fair value, the methods used to measure fair value, and
the expanded disclosures about fair value measurements. As of December 31, 2007, the Plan does not
believe the adoption of SFAS No. 157 will impact the amounts reported in the financial statements,
however, additional disclosures may be required about the inputs used to develop the measurements
and the effect of certain measurements reported on the financial statements for a fiscal period.
3. Tax Status
In connection with the merger of the AMICO Profit Sharing and 401(k) Plan, the sale of certain
assets of the Sponsors Thermal Processing Segment, and the issuance of final Treasury regulations,
the Plan was amended and restated during 2006. In connection with the Plans amendment and
restatement, on December 21, 2006, the Plan received a letter from the Internal Revenue Service
dated October 10, 2007 that stated that the Plan and related Trust, as amended, were designed in
accordance with the Internal Revenue Code (the Code).
8
Gibraltar 401(k) Plan
Notes to Financial Statements
In connection with the merger of the Dramex International, Inc. 401(K) Retirement Plan, the Plan
was amended during 2007.
Although the Plan has been amended since receiving its latest determination letter, the
Administrator believes that the Plan has been designed and operated in compliance with the
applicable requirements of the Code.
4. Parties in Interest
At December 31, 2007 and 2006, certain Plan investments are shares of mutual funds managed by
Fidelity Management Trust Company, and therefore these transactions qualify as party-in-interest
transactions. The Plan also invests in common stock of Gibraltar Industries, Inc. Transactions in
such investments qualify as party-in-interest transactions which are exempt from the prohibited
transaction rules. Investment income from parties-in-interest amounted to $4,612,342 and
$6,382,973 for the year ended December 31, 2007 and 2006, respectively. Fees paid by the Plan
amounted to $36,222 and $33,075 for the years ended December 31, 2007 and 2006, respectively.
5. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for benefit per the financial statements
to the Form 5500:
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2007 |
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2006 |
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Net assets available for plan benefits per the financial statements |
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$ |
97,164,633 |
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$ |
94,982,518 |
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Adjustment from fair value to contact value for fully benefit
responsive investment contract |
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(11,708 |
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(13,315 |
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Net assets available for plan benefits per the Form 5500 |
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$ |
97,152,925 |
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$ |
94,969,203 |
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9
Gibraltar 401 (k) Plan
EIN 16-0991536
Plan #007
Schedule H, Line 4i Schedule of Assets (Held at End of Year, at December 31, 2007)
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Identity of Issuer and |
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Current Fair |
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Description of Investments |
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Market Value |
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Alpine International Real Estate Equity |
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$ |
13,069 |
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American AAdvantage Large Cap Value Plan |
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6,046 |
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American Beacon Small Cap Value Fund Institutional |
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245,419 |
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Baron Partners Fund |
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7,475 |
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Dodge & Cox Balanced Fund |
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4,240,120 |
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Dodge & Cox International Stock Fund |
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33,187 |
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Driehaus Emerging Markets |
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79,434 |
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FBR Focus Class A |
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2,462,107 |
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Fidelity Cash Reserves * |
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563,109 |
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Fidelity Canada * |
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100,541 |
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Fidelity Capital Appreciation Fund * |
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9,951,585 |
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Fidelity China Region * |
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39,859 |
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Fidelity Contrafund * |
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5,756,817 |
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Fidelity Diversified International Fund * |
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8,901,195 |
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Fidelity Emerging Markets * |
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62,203 |
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Fidelity Europe Capital Appreciation * |
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8,697 |
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Fidelity Freedom Fund 2000 * |
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97,102 |
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Fidelity Freedom Fund 2005 * |
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55,445 |
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Fidelity Freedom Fund 2010 * |
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1,406,255 |
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Fidelity Freedom Fund 2015 * |
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664,935 |
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Fidelity Freedom Fund 2020 * |
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4,794,477 |
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Fidelity Freedom Fund 2025 * |
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460,708 |
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Fidelity Freedom Fund 2030 * |
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1,470,844 |
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Fidelity Freedom Fund 2035 * |
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532,371 |
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Fidelity Freedom Fund 2040 * |
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647,530 |
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Fidelity Freedom Fund 2045 * |
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75,134 |
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Fidelity Freedom Fund 2050 * |
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44,787 |
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Fidelity Freedom Income Fund * |
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75,118 |
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Fidelity Independence * |
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59,283 |
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Fidelity Intl. Growth & Income * |
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65,188 |
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Fidelity Japan * |
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23,035 |
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Fidelity Latin America * |
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81,867 |
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Fidelity Leveraged Company Stock * |
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1,842,473 |
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Fidelity Leveraged Company Stock * |
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36,762 |
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Fidelity Managed Income Portfolio * |
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1,077,334 |
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Fidelity Nordic * |
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7,301 |
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Fidelity Retirement Money Market * |
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15,301,941 |
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Fidelity Select Brokerage & Invs. Management* |
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5,802 |
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Fidelity Select Industrial Materials * |
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23,011 |
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10
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Fidelity Select Natural Gas * |
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27,437 |
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Fidelity Select Natural Resources * |
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127,480 |
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Fidelity Southeast Asia * |
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37,238 |
|
Fidelity U.S. Bond Index Fund * |
|
|
2,990,843 |
|
Fidelity Value Discovery * |
|
|
30,350 |
|
Gibraltar Stock Fund * |
|
|
2,095,827 |
|
Hotchkis and Wiley Mid-Cap Value Fund Class I |
|
|
1,561,847 |
|
Janus Overseas |
|
|
137,254 |
|
Janus Strategic Value Fund |
|
|
12,625 |
|
Loomis Sayles Small Cap Value Institutional Class |
|
|
5,288,796 |
|
Marsico 21st Century Fund |
|
|
6,003 |
|
Marsico Global Fund |
|
|
10,214 |
|
Midas Fund |
|
|
33,281 |
|
Munder Mid-Cap Core Growth Class Y |
|
|
4,770,448 |
|
Oberweis China Opportunities Fund |
|
|
141,321 |
|
Phoenix-Duff & Phelps Real Estate Securities Class A |
|
|
880,372 |
|
Pimco Total Return Fund Institutional Class |
|
|
2,514,100 |
|
RS Investors Fund |
|
|
3,206 |
|
Spartan U.S. Equity Index Fund * |
|
|
4,465,670 |
|
TCW Dividend Focused Fund Class I |
|
|
6,124,964 |
|
TCW Galileo Income & Growth CL N |
|
|
5,063 |
|
Turner B2B E Commercial Instl. Fidelity Fund |
|
|
14,844 |
|
Participant
Loans (interest rates are fixed at prime plus 1% and currently range from 5% to 11.5%) * |
|
|
4,015,382 |
|
|
|
|
|
|
$ |
96,614,131 |
|
* Indicates Party-in Interest to the Plan
11