Table of Contents
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
| þ | ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2006
or
| o | 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) |
| Date: June 21, 2007 | /s/ David W. Kay | |||||||
| Member, Gibraltar 401(k) Plan Committee | ||||||||
| EX-23.1 | ||||||||
Table of Contents
Gibraltar 401(k) Plan
Gibraltar 401(k) Plan
Financial Statements and
Supplemental Schedules
December 31, 2006 and 2005
Financial Statements and
Supplemental Schedules
December 31, 2006 and 2005
Table of Contents
Gibraltar 401(k) Plan
Index
Index
| Page(s) | ||||
| 1 | ||||
Financial Statements |
||||
| 2 | ||||
| 3 | ||||
| 4-9 | ||||
Supplemental Schedules |
||||
| 10 | ||||
Exhibit |
||||
Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm |
11 | |||
Table of Contents
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, 2006 and 2005, 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 Plan’s 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, 2006
and 2005, 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 schedules are presented for the purpose of additional analysis
and are 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. These supplemental schedules are the
responsibility of the Plan’s management. These supplemental schedules have been subjected to the
auditing procedures applied in the audit of the basic financial statements for the year ended
December 31, 2006 and, in our opinion, are fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
FREED MAXICK & BATTAGLIA, CPAs, P.C.
Buffalo, New York
June 21, 2007
Buffalo, New York
June 21, 2007
Table of Contents
Gibraltar 401(k) Plan
Statements of Net Assets Available for Benefits
December 31, 2006 and 2005
December 31, 2006 and 2005
| December 31, | ||||||||
| 2006 | 2005 | |||||||
Assets |
||||||||
Investments at fair value: |
||||||||
Shares of registered investment companies |
$ | 71,355,073 | $ | 47,600,636 | ||||
Employer securities |
3,415,292 | 3,984,216 | ||||||
Common collective trust |
1,333,208 | 845,913 | ||||||
Cash equivalents |
14,536,686 | 11,059,107 | ||||||
Loans receivable |
3,849,625 | 2,927,240 | ||||||
| 94,489,884 | 66,417,112 | |||||||
Receivables: |
||||||||
Employer contributions receivable |
479,319 | 42,203 | ||||||
Participant contributions receivable |
— | 115,008 | ||||||
| 479,319 | 157,211 | |||||||
Net assets available for benefits at fair value |
94,969,203 | 66,574,323 | ||||||
Adjustment from fair value to contract value
for interest in collective trust relating to
fully benefit responsive investment contract |
13,315 | 9,427 | ||||||
Net assets available for benefits |
$ | 94,982,518 | $ | 66,583,750 | ||||
The accompanying notes are an integral part of these financial statements.
2
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Gibraltar 401(k) Plan
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 2006 and 2005
For the Years Ended December 31, 2006 and 2005
| Year Ended | ||||||||
| December 31, | ||||||||
| 2006 | 2005 | |||||||
Additions: |
||||||||
Employer contributions |
$ | 2,937,599 | $ | 2,199,986 | ||||
Participant contributions |
7,345,767 | 5,248,289 | ||||||
Net appreciation in fair value of investments |
4,431,734 | 894,378 | ||||||
Interest and other income |
4,814,010 | 2,774,820 | ||||||
Total additions |
19,529,110 | 11,117,473 | ||||||
Deductions: |
||||||||
Benefits paid to participants |
(16,591,369 | ) | (7,051,447 | ) | ||||
Plan expenses |
(33,075 | ) | (25,361 | ) | ||||
Total deductions |
(16,624,444 | ) | (7,076,808 | ) | ||||
Increase in net assets available for benefits, prior to mergers |
2,904,666 | 4,040,665 | ||||||
Transfer of net assets available for benefits from mergers |
25,494,102 | — | ||||||
Net increase |
28,398,768 | 4,040,665 | ||||||
Net assets available for benefits: |
||||||||
Beginning of year |
$ | 66,583,750 | $ | 62,543,085 | ||||
End of year |
$ | 94,982,518 | $ | 66,583,750 | ||||
The accompanying notes are an integral part of these financial statements.
3
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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 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. The Plan was not party to a merger in 2005.
Participant Contributions
Participants may contribute up to 100% (6% and 5% for highly compensated employees in 2006 and
2005, respectively) of their annual compensation, not to exceed the ceiling imposed by the Internal
Revenue Service of $15,000 for 2006 and $14,000 for 2005, as prescribed by the Plan Agreement. If a
participant is age 50 or over, the ceiling increased to $20,000 for 2006 and $18,000 for 2005.
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.
Administration
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, 2006 and 2005. The Administrator of the Plan may specify whether the
investments of the Trust Fund shall be managed in whole or in part
4
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Gibraltar 401(k) Plan
Notes to Financial Statements
Notes to Financial Statements
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 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.
5
Table of Contents
Gibraltar 401(k) Plan
Notes to Financial Statements
Notes to Financial Statements
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.
The requirements of the FSP have been applied retroactively to the
Statement of Net Assets Available
for Benefits as of December 31, 2005 presented for comparative
purposes. Adoption of the FSP had no effect on the Statement of
Changes in Net Assets Available for Benefits for any period presented.
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 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.
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Gibraltar 401(k) Plan
Notes to Financial Statements
Notes to Financial Statements
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 Plan’s 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 plan’s 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 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 2006 and 2005, the Plan’s investments
appreciated or (depreciated) in fair value as determined by quoted market prices as follows:
| Year Ended | ||||||||
| December 31, | ||||||||
| 2006 | 2005 | |||||||
Shares of Registered Investment Companies |
$ | 4,286,617 | $ | 946,772 | ||||
Common Stock |
145,117 | (52,394 | ) | |||||
Total |
$ | 4,431,734 | $ | 894,378 | ||||
The fair values of individual investments that represent 5% or more of the Plan’s net assets are as
follows:
| December 31, | ||||||||
| 2006 | 2005 | |||||||
Fidelity Retirement Money Market |
$ | 14,535,552 | $ | 11,059,107 | ||||
Fidelity Capital Appreciation Fund |
10,104,386 | 9,120,616 | ||||||
TCW Galileo Dividend Focused Fund Class N |
6,746,366 | 6,580,290 | ||||||
Fidelity Small Cap Stock Fund |
5,770,418 | 5,905,425 | ||||||
Calamos Growth Fund Class A |
4,344,864 | * | 4,740,112 | |||||
Gibraltar Stock Fund |
3,415,292 | * | 3,984,216 | |||||
Fidelity Diversified International Fund |
8,123,726 | 4,645,206 | ||||||
| * | Presented for comparative purposes only |
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Gibraltar 401(k) Plan
Notes to Financial Statements
Notes to Financial Statements
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 Plan received a letter from the Internal Revenue Service dated November 21, 2005,
that stated that the Plan and related trust were designed in accordance with the Internal Revenue
Code (the Code).
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. The Plan has requested that the Internal Revenue
Service provide a letter stating that the Plan and related Trust, as amended, are designed in
accordance with the applicable requirements of the Code.
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, 2006 and 2005, 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 $6,382,973 and
$2,558,965 for the year ended December 31, 2006 and 2005, respectively. Fees paid by the Plan
amounted to $33,075 and $25,361 for the years ended December 31, 2006 and 2005, respectively.
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Gibraltar 401(k) Plan
Notes to Financial Statements
Notes to Financial Statements
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:
| 2006 | 2005 | |||||||
Net assets available for plan
benefits per the financial
statements |
$ | 94,982,518 | $ | 66,583,750 | ||||
Adjustment from fair value to
contact value for fully benefit
responsive investment contract |
(13,315 | ) | (9,427 | ) | ||||
Net assets available for plan
benefits per the Form 5500 |
$ | 94,969,203 | $ | 66,574,323 | ||||
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Gibraltar 401(k) Plan
EIN 16-0991536
Plan #007
EIN 16-0991536
Plan #007
Schedule H, Line 4i — Schedule of Assets (Held at End of
Year, at December 31, 2006)
| Current | ||||
| Identity of Issuer and | Fair Market | |||
| Description of Investments | Value | |||
American Beacon Small Cap Value Fund Class PA |
$ | 223,663 | ||
Calamos Growth Fund Class A |
4,344,864 | |||
TCW Galileo Dividend Focused Fund Class N |
6,746,366 | |||
Dodge & Cox Balanced Fund |
4,351,968 | |||
FBR Small Cap Fund Class A |
2,260,421 | |||
Fidelity Capital Appreciation Fund * |
10,104,386 | |||
Fidelity Contra fund * |
4,577,011 | |||
Fidelity Diversified International Fund * |
8,123,726 | |||
Fidelity Freedom Fund 2000 * |
79,390 | |||
Fidelity Freedom Fund 2005 * |
22,406 | |||
Fidelity Freedom Fund 2010 * |
1,349,754 | |||
Fidelity Freedom Fund 2015 * |
572,872 | |||
Fidelity Freedom Fund 2020 * |
4,367,029 | |||
Fidelity Freedom Fund 2025 * |
235,568 | |||
Fidelity Freedom Fund 2030 * |
1,102,064 | |||
Fidelity Freedom Fund 2035 * |
330,835 | |||
Fidelity Freedom Fund 2040 * |
683,477 | |||
Fidelity Freedom Fund 2045 * |
27,323 | |||
Fidelity Freedom Fund 2050 * |
11,636 | |||
Fidelity Freedom Income Fund * |
48,693 | |||
Fidelity Managed Income Portfolio * |
1,333,208 | |||
Fidelity Small Cap Stock Fund * |
5,770,418 | |||
Fidelity U.S. Bond Index Fund * |
3,220,519 | |||
Hotchkis and Wiley Mid-Cap Value Fund Class I |
2,127,365 | |||
Phoenix-Duff & Phelps Real Estate Securities Class A |
1,695,060 | |||
Pimco Total Return Fund Administrative Class |
2,069,855 | |||
Spartan U.S. Equity Index Fund * |
4,209,471 | |||
TCW Galileo Value Opportunities Fund Class N |
1,374,750 | |||
Fidelity Retirement Money Market * |
14,535,552 | |||
Fidelity Brokerage Link * |
1,324,183 | |||
Gibraltar Stock Fund * |
3,415,292 | |||
Non-Interest bearing cash |
1,134 | |||
Participant Loans (interest rates are fixed at prime plus 1%
and currently range from 5% to 10.5%) * |
3,849,625 | |||
| $ | 94,489,884 | |||
| * | Indicates Party-in Interest to the Plan. |
10
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.
33-87304) of Gibraltar Industries, Inc., formerly known as Gibraltar Steel Corporation, of our
report dated June 21, 2007 relating to the financial statements and Supplemental Schedules of
Gibraltar 401(k) Plan as of and for the year ended December 31, 2006,
which appears in this Form 11-K.
which appears in this Form 11-K.
Freed Maxick & Battaglia, CPAs, PC
Buffalo, New York
June 21, 2007
Buffalo, New York
June 21, 2007
11