UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
( X ) ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
or
( ) 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.
f/k/a Gibraltar Steel Corporation
(Name of Issuer of the Securities Held Pursuant to the Plan)
3556 Lake Share 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)
Date: June 29, 2005 /s/
Henning Kornbrekke
Member,
Gibraltar 401(k) Plan Committee
Gibraltar 401(k) Plan
Financial Statements and
Supplemental Schedule
December 31, 2004 and 2003
Gibraltar 401(k) Plan |
|
|
|
|
Page(s) |
||
|
|
||
Report of Independent Registered Public Accounting Firm |
1 |
||
|
|
||
Report of Independent Registered Public Accounting Firm |
2 |
||
|
|
||
Financial Statements |
|
||
Statements of Net Assets Available for Benefits |
3 |
||
Statements of Changes in Net Assets Available for Benefits |
4 |
||
Notes to Financial Statements |
5-9 |
||
|
|
||
Supplemental Schedule* |
|
||
Schedule H, Line 4i - Schedule of Assets (Held at End of Year, at December 31, 2004) |
10 |
||
|
|
||
*Certain schedules required by Section 2520.103-10 of the Department of Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable |
|
||
|
|
||
Exhibit |
|
||
Exhibit 23.1 - Consent of Independent Registered Public Accounting Firm |
11 |
||
|
|
||
Exhibit 23.2 - Consent of Independent Registered Public Accounting Firm |
12 |
||
|
|
Report of Independent Registered Public Accounting Firm
To the Participants and Plan Administrator of the Gibraltar 401(k) Plan
We have audited the accompanying statement of net assets available for benefits of the Gibraltar 401(k) Plan as of December 31, 2004, and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. The statement of net assets available for benefits of Gibraltar 401(k) Plan as of December 31, 2003 was audited by other auditors whose report, dated June 18, 2004, expressed an unqualified opinion on that statement.
We conducted our audit 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. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Plan's internal control over financial reporting. Accordingly, we express no such opinion. 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 audit provides 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, 2004, and the changes in net assets available for benefits for the year then ended in conformity with U. S. generally accepted accounting principles.
Our audit was 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 Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
FREED MAXICK & BATTAGLIA, CPA's, P.C.
Buffalo, New York
June 22, 2005
In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits presents fairly, in all material respects, the net assets available for benefits of Gibraltar 401(k) Plan (the "Plan") at December 31, 2003, and the changes in net assets available for benefits for the year then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). These 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Buffalo, New York
June 18, 2004
Gibraltar 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2004 and
2003
|
|
December 31, |
||
|
|
2004 |
|
2003 |
Assets | ||||
Cash equivalents |
$ 11,867,107 |
|
$ 11,291,292 |
|
Investments, at fair value |
47,783,342 |
|
43,060,983 |
|
Accrued income |
- |
|
5,274 |
|
Loans receivable |
2,728,206 |
|
2,434,830 |
|
Employer contributions receivable |
44,672 |
|
23,768 |
|
Participant contributions receivable |
119,758 |
|
65,019 |
|
|
|
|
|
|
Total assets |
62,543,085 |
|
56,881,166 |
|
Liabilities |
|
|
|
|
Excess contribution payable to participants |
- |
|
112,069 |
|
Payable for investments purchased |
- |
|
4,608 |
|
|
|
|
|
|
Total liabilities |
- |
|
116,677 |
|
Net assets available for benefits |
$ 62,543,085 |
$ 56,764,489 |
The accompanying notes are an integral part of these financial statements
Gibraltar 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
December 31, 2004 and
2003
|
Year Ended |
|
|
2004 |
|
2003 |
|||
Additions: |
|
|
|||||
|
Employer contributions |
$ 1,856,272 |
|
$ 1,458,253 |
|||
|
Participant contributions |
4,428,113 |
|
3,998,248 |
|||
|
Net appreciation in fair value of investments |
3,321,896 |
|
9,704,481 |
|||
|
Transfers from other plans |
588,419 |
|
638,914 |
|||
|
Interest and other income |
1,428,116 |
|
715,745 |
|||
|
|
|
|
|
|||
|
Total additions |
11,622,816 |
|
16,515,641 |
|||
|
|
|
|
|
|||
Deductions: |
|
|
|
||||
|
Benefits paid to participants |
(5,844,220) |
|
(5,520,821) |
|||
|
Other plan activity |
- |
|
(12,514) |
|||
|
|
|
|
|
|||
|
Total deductions |
(5,844,220) |
|
(5,533,335) |
|||
|
|
|
|
|
|||
Increase in net assets available for benefits |
5,778,596 |
|
10,982,306 |
||||
|
|
|
|
||||
Net assets available for benefits: |
|
|
|
||||
|
|
|
|
||||
Beginning of year |
56,764,489 |
|
45,782,183 |
||||
|
|
|
|
|
|||
|
End of year |
$ 62,543,085 |
|
$ 56,764,489 |
|||
The accompanying notes are an integral part of these financial statements.
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.
Participant Contributions
Participants may contribute up to 100% (5% for highly compensated employees) of their annual compensation, not to exceed the ceiling imposed by the Internal Revenue Service of $12,000 for 2003 and $13,000 for 2004, as prescribed by the Plan Agreement. If a participant is age 50 or over, the ceiling increased to $14,000 for 2003 and $16,000 for 2004.
Employer Contribution
The Company matches contributions to the Plan equal to 50% of the first 6% of the participant's elective deferral at the time of salary reduction.
The Plan was amended during 2004 to provide for a profit sharing contribution to be made by the Company to certain employees of Air Vent, Inc. (which was acquired on April 1, 2003) ranging from 7.5% to 15% of such employees compensation as specified in the amendment.
Administration
At December 31, 2002, the Plan's assets were held by Boston Safe Deposit and Trust Company. As a result of the merger between Boston Safe Deposit and Trust Company and Mellon Trust of New England N.A., (Mellon) which occurred in 2003, Mellon was the Plan Trustee at December 31, 2003. Mellon is an affiliate of The Dreyfus Trust Company, which was the custodian of the Plan's assets at December 31, 2003.
On October 1, 2004, the Plan's Administrator named Fidelity Management Trust Company as Plan Trustee and record keeper. Fidelity Management Trust Company also served as the custodian of the Plan's assets at December 31, 2004. 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 participant's account is credited with the participant's contribution and an allocation of the Company's 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 participant's 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 participant's 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.
Plan Expenses
All of the costs of administration of the Plan and Trust are paid by the Company. 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.
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 U.S. generally accepted accounting principles requires management to make estimates and 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
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 Plan's investments are valued at their fair value, based on quoted prices in an active market for the underlying investments. Cash and cash equivalents include amounts to be used to pay the liability for investments purchased but not settled at year end. Purchases and sales of securities are recorded on a trade-date basis. Dividends are recorded on the ex-dividend date. The information on investments has been derived from reports received from the Plan's Trustees.
Realized gains and losses are determined based on average costs. Investment income is determined separately for each participant account.
The net 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 2004 and 2003, the Plan's investments appreciated in fair value as determined by quoted market prices as follows:
|
|
|
|
|
|
|
Year Ended |
||
|
|
|
|
|
|
|
2004 |
|
2003 |
Mutual Funds |
$ 2,045,037 |
|
$ 8,947,296 |
||||||
Common Stock |
1,276,859 |
|
757,185 |
||||||
Total |
|
|
|
|
$ 3,321,896 |
|
$ 9,704,481 |
The fair values of individual investments that represent 5% or more of the Plan's net assets are as follows:
|
|
|
|
|
|
|
December 31, |
||
|
|
|
|
|
|
|
2004 |
|
2003 |
Fidelity Retirement Money Market |
$11,867,107 |
|
* |
||||||
Fidelity Capital Appreciation Fund |
8,848,094 |
|
* |
||||||
TCW Galileo Dividend Focused Fund Class N |
6,838,348 |
|
* |
||||||
Fidelity Small Cap Stock Fund |
6,167,010 |
|
* |
||||||
Calamos Growth Fund Class A |
4,405,324 |
|
* |
||||||
Gibraltar Stock Fund |
4,003,552 |
|
* |
||||||
Fidelity Diversified International Fund |
3,722,281 |
|
* |
||||||
Janus Fund |
|
* |
|
$ 8,699,604 |
|||||
Dreyfus Prem Core Value CL R |
* |
|
5,965,507 |
||||||
Managers Special Equity Fund |
* |
|
6,109,108 |
||||||
Invesco Dynamics Fund |
* |
|
3,984,729 |
||||||
Gibraltar Steel Corporation Common Stock |
* |
|
2,952,693 |
||||||
Janus Overseas Fund |
* |
|
2,985,238 |
||||||
Dreyfus Cash Management Plus |
* |
|
11,282,097 |
*Indicates the fair value of this investment is less than 5% of the Plan's net assets at the respective year end.
All funds are carried at market value based on the closing bid quotation on the valuation date.
Benefits
Benefits are recorded when paid.
3. Tax Status
In connection with the appointment of Fidelity Management Trust Company as the Plan's Trustee on October 1, 2004, the Plan was amended and restated to convert from the Mellon Prototype Plan to an individually designed Plan. In connection with the Plan's amendment and restatement, on November 19, 2004, the Administrator applied for a determination letter from the Internal Revenue Service. The Administrator believes that the Plan and related trust are designed and have been administered in accordance with the Internal Revenue Code.
Prior to October 1, 2004, the Plan was operated under the Mellon Prototype Plan, which received a letter from the Internal Revenue Service dated August 27, 2003 that stated the Plan and related trust were designed in accordance with the Internal Revenue Code.
4. Parties in Interest
At December 31, 2004, 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 $2,066,565 for the year ended December 31,
2004.
Gibraltar 401(k) Plan
EIN 16-0991536
Plan#007
Schedule H, Line 4i - Schedule of Assets (Held at End of Year, at December
31, 2004)
Identity of Issuer and |
Units of |
|
Fair Market |
||||||
Description of Investments |
Investment |
|
Value |
||||||
|
|
|
|
|
|
|
|
|
|
American Beacon Small Cap Value Fund Class PA |
5,730 |
|
$ 114,080 |
||||||
Calamos Growth Fund Class A |
|
83,151 |
|
4,405,324 |
|||||
TCW Galileo Dividend Focused Fund Class N |
597,236 |
|
6,838,348 |
||||||
Dodge & Cox Balanced Fund |
24,117 |
|
1,913,687 |
||||||
FBR Small Cap Fund Class A |
16,200 |
|
677,321 |
||||||
Fidelity Capital Appreciation Fund * |
339,919 |
|
8,848,094 |
||||||
Fidelity Contrafund * |
35,599 |
|
2,019,879 |
||||||
Fidelity Diversified International Fund * |
129,968 |
|
3,722,281 |
||||||
Fidelity Freedom Fund 2000 * |
2 |
|
21 |
||||||
Fidelity Freedom Fund 2005 * |
16 |
|
175 |
||||||
Fidelity Freedom Fund 2010 * |
1,229 |
|
16,745 |
||||||
Fidelity Freedom Fund 2015 * |
5,789 |
|
63,970 |
||||||
Fidelity Freedom Fund 2020 * |
7,872 |
|
109,899 |
||||||
Fidelity Freedom Fund 2025 * |
272 |
|
3,070 |
||||||
Fidelity Freedom Fund 2030 * |
407 |
|
5,730 |
||||||
Fidelity Freedom Fund 2035 * |
254 |
|
2,900 |
||||||
Fidelity Freedom Fund 2040 * |
5,345 |
|
44,200 |
||||||
Fidelity Freedom Income Fund * |
138 |
|
1,554 |
||||||
Fidelity Managed Income Portfolio * |
339,781 |
|
339,781 |
||||||
Fidelity Small Cap Stock Fund * |
339,593 |
|
6,167,010 |
||||||
Fidelity U.S. Bond Index Fund * |
153,880 |
|
1,714,223 |
||||||
Hotchkis and Wiley Mid-Cap Value Fund Class I |
13,038 |
|
355,816 |
||||||
Phoenix-Duff & Phelps Real Estate Securities Class A |
6,098 |
|
153,799 |
||||||
Pimco Total Return Fund Administrative Class |
210,690 |
|
2,248,064 |
||||||
Spartan U.S. Equity Index Fund * |
49,432 |
|
2,118,672 |
||||||
TCW Galileo Value Opportunities Fund Class N |
85,948 |
|
1,895,147 |
||||||
Fidelity Retirement Money Market * |
11,867,107 |
|
11,867,107 |
||||||
Gibraltar Stock Fund * |
405,628 |
|
4,003,552 |
||||||
Participant Loans (interest rates are fixed at prime plus 1% |
|
|
|
||||||
and currently range from 5.5% to 10.5%) * |
|
|
2,728,206 |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ 62,378,655 |
|
|
|
|
|
|
|
|
|
|
* Indicates Party-in Interest to the Plan. |
|
|
|
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-87034) of Gibraltar Industries, Inc., formerly known as Gibraltar Steel Corporation, of our report dated June 22, 2005 relating to the financial statements of Gibraltar 401(k) Plan, which appears in this Form 11-K.
Freed Maxick & Battaglia, CPA's, PC
Buffalo, New York
June 28, 2005
& nbsp; Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-87034) of Gibraltar Industries, Inc., formerly known as Gibraltar Steel Corporation, of our report dated June 18, 2004 relating to the financial statements of Gibraltar 401(k) Plan, which appears in this Form 11-K.
PricewaterhouseCoopers LLP
Buffalo, New York
June 29, 2005