SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Specialized Disclosure Report
GIBRALTAR INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
Commission File Number 0-22462
(State or other jurisdiction of
incorporation or organization)
3556 Lake Shore Road, P.O. Box 2028
Buffalo, New York
(Address of principal executive offices)
Jeffrey Watorek – Vice President and Treasurer – (716) 826-6500
(Name and telephone number of the person to contact in connection with this report)
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2019
Section 1 – Conflict Minerals Disclosure
Item 1.01 Conflict Minerals Disclosure and Report
Gibraltar Industries, Inc. (“Gibraltar” or “the Company”) has evaluated its current product lines and determined that certain products that we manufacture or contract to manufacture contain tin, tungsten, tantalum, or gold, which are necessary to the functionality or production of the Company’s products into which these minerals have been incorporated. Rule 13p-1 established under the Securities Exchange Act of 1934 defines these minerals as “conflict minerals” and "necessary conflict minerals" and, as a result, the Company is required to conduct in good faith, a reasonable country of origin inquiry with respect to the source of these minerals. Accordingly, Gibraltar is filing this disclosure, along with a Conflict Minerals Report, to disclose the measures we have taken to determine whether the conflict minerals used in our products originated in the Democratic Republic of the Congo or adjoining countries.
Conflict Minerals Disclosure
The Company has engaged and is continuing to engage in a due diligence process, including surveying our direct suppliers via an industry-standard based survey template for conflict minerals, to try to determine the sources of the conflict minerals, used in our products and which are purchased through a complex supply chain.
Based on information provided by our suppliers and our due diligence efforts, we do not have sufficient information to conclusively determine the countries of origin of all the Necessary Conflict Minerals in the products described above or whether the Necessary Conflict Minerals were from recycled or scrap sources.
Item 1.02 Exhibit
The Conflict Minerals Report required by Item 1.01 is filed as Exhibit 1.01 to this Form.
A copy of Gibraltar’s Conflict Minerals Report is filed as Exhibit 1.01 hereto and is publicly available at www.gibraltar1.com under the heading “Investor Info” and the sub-heading “SEC filings” section.
The content of any website referred to in this Form SD is included for general information only and is not incorporated by reference in this Form SD.
Section 2 – Exhibits
Item 2.01 Exhibits
The following exhibit is filed as part of this report:
Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form.
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 duly authorized undersigned.
Date: May 29, 2020
GIBRALTAR INDUSTRIES, INC.
/s/ Jeffrey J. Watorek
Jeffrey J. Watorek
Vice President, Treasurer and Secretary
Exhibit 1.02 Conflict Minerals Disclosure and Report
This report for the year ended December 31, 2019 is presented to comply with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”). The Rule was adopted by the Securities and Exchange Commission (the “SEC”) to implement reporting and disclosure requirements related to Conflict Minerals (hereinafter defined) as directed by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”). The Rule imposes certain reporting obligations on SEC registrants whose manufactured products contain Conflict Minerals which are necessary to the functionality or production of their products. “Conflict Minerals” are defined as cassiterite, columbite-tantalite, gold, wolframite, and their derivatives, which are limited to tin, tantalum, tungsten, and gold (“3TG”) for the purposes of this assessment.
1. Company Overview
This report has been prepared by management of Gibraltar Industries Inc. (herein referred to as the “Company,” “we,” “us,” or “our”).
Gibraltar is a leading manufacturer and provider of products and services for the renewable energy, conservation, residential, industrial and infrastructure markets.
2. Products Overview
Products and services include the design, engineering, manufacturing and installation of solar racking systems, including electrical balance of systems and commercial, institutional and retail greenhouse structures, roof and foundation ventilation products, centralized mail systems and electronic package solutions, outdoor living products, rain dispersion products and related accessories, perimeter security expanded and perforated metal, plank grating as well as expansion joints and structural bearings for highway bridges.
Gibraltar does not make purchases of raw ore or unrefined Conflict Minerals and makes no purchases in the DRC or any of the adjoining countries (“covered countries”). However, for a limited number of our products, the Company does purchase parts and components from suppliers, such as electronic components, motors, or other metals and substances which require the use of Conflict Minerals.
As a result, we determined that a small portion of our products, including electronically controlled ventilation products, powered ventilation products, motorized awnings, metal roofing products and electronically controlled parcel lockers, contain Conflict Minerals that are necessary to the functionality or production of these products. In addition, we determined that products subject to painting, galvanizing or further additional outside-processing to the end product, may contain Conflict Minerals.
3. Reasonable Country of Origin Inquiry (RCOI) Due Diligence and Conclusion
We conducted an analysis of our products and found that 3TG can be found in our electronically controlled ventilation, powered ventilation, motorized awnings, metal roofing, electronically controlled parcel lockers, painted, galvanized and further outside-processed products. Therefore, we are subject to the reporting obligations of the Rule.
Despite having conducted a good faith reasonable country of origin inquiry and having conducted due diligence, as described herein, we have concluded that our supply chain remains “DRC conflict undeterminable”. We have reached this conclusion because we have been unable to determine the origin of all of the 3TG used in the aforementioned products.
Due to the breadth and complexity of our products and respective supply chains, it will take time for many of our suppliers to verify the 3TG content and origin of any 3TG minerals contained in them. Driving accountability within the supply chain by leveraging the industry standard CFSI program and continuing our outreach efforts, we hope to further develop transparency into our supply chain.
4. Due Diligence Program
We have developed and implemented a due diligence process to determine the origin of the 3TG used in our products, including:
· Developing policies and processes intended to prevent the use of Conflict Minerals or derivative metals necessary to the functionality or production of our product(s) that finance or benefit armed groups in the Covered Countries.
· Not knowingly procuring specified minerals that originate from facilities in the Covered Countries that are not “Conflict Free.”
· Expecting suppliers whose products contain Conflict Minerals to establish policies, due diligence frameworks, and management systems consistent with the Organization for Economic Co-operation and Development (“OECD”) Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High Risk-Areas that are designed to accomplish this goal, and requiring their suppliers to do the same.
We believe in establishing and maintaining long-term relationships with suppliers whenever possible. However, if we determine that any supplier is, or a reasonable risk exists that it may be, violating this policy, then we will require the supplier to commit to devise and undertake a suitable corrective action plan to move to a “Conflict Free” source. If suitable corrective action is not taken, we will look to alternative sources for the products. Our efforts are not to ban procurement of minerals from the Covered Countries, but to assure procurement from responsible sources in the region. If we determine that any of the components of our products contain minerals from a mine or facility that is “Non-Conflict Free,” we will work towards transitioning to products that are “Conflict Free.”
5. Due Diligence Process Design and Description
Our Conflict Minerals due diligence process includes:
establishment of governance structures with cross functional team members and senior executives
communication to, and engagement of, suppliers
due diligence compliance process and measurement
We periodically report to the Audit Committee of our Board of Directors with respect to our due diligence process and compliance obligations.
5.1. Identify and Assess Risk in the Supply Chain
Because of our size, the breadth and complexity of our products, and the constant evolution of our supply chain, it is difficult to identify actors downstream from our direct suppliers.
We have identified 2,855 total suppliers across our reportable segments. Of those, 947 are direct suppliers within the scope of our RCOI. Of the suppliers that are within the scope of our RCOI, we received 815 responses to our request for information. We have relied on these suppliers’ responses to provide us with information about the source of Conflict Minerals contained in the components supplied to us. Our direct suppliers are similarly reliant upon information provided by their suppliers.
5.2. Design and Implement a Strategy to Respond to Risks
If applicable in the future, we will work with suppliers who are sourcing from “Non-Conflict Free” smelters to move towards using “Conflict Free” smelters within a reasonable time frame. The time frame will be dependent on the criticality of the specific part and the availability of alternative suppliers.
5.3. Audit of Supply Chain Due Diligence at Identified Points in the Supply Chain
We do not have a direct relationship with 3TG smelters and refiners, nor do we perform direct audits of these entities that provide our supply chain the 3TG. However, we do rely upon industry (for example, EICC and CFSI) efforts to influence smelters and refineries to get audited and certified through CFSI’s CFS program.
5.4. Steps to be Taken to Mitigate Risk and Further Develop the Due Diligence Program
As we further develop our due diligence program, we intend to take the following steps to continue to mitigate any possible risk that the necessary Conflict Minerals in our products could finance or benefit armed groups in the Covered Countries:
· Enhance supplier communication, training and escalation process to improve due diligence data accuracy and completion.
· Identify new suppliers to be included in the program.
5.5. Report on Supply Chain Due Diligence and Results
5.5.1 Due Diligence Process
We conducted a survey of the active suppliers described above using the template developed jointly by the companies of the Electronic Industry Citizenship Coalition® (EICC®) and the Global e-Sustainability Initiative (GeSI), known as the CFSI Reporting Template (the “Template”). The Template was developed to facilitate disclosure and communication of information regarding smelters that provide material to a company’s supply chain. It includes questions regarding a company’s “Conflict Free” policy, engagement with its direct suppliers, and a listing of the smelters the company and its suppliers use. In addition, the Template contains questions about the origin of Conflict Minerals included in their products, as well as supplier due diligence. Written instructions and recorded training illustrating the use of the tool are available on CFSI’s website. The Template is being widely adopted by many companies in their due diligence processes related to Conflict Minerals.
5.5.2 Survey Responses
At the outset of our 2019 RCOI, we elected to review our entire list of suppliers of materials used in our manufacturing operations. During the process of our review, we identified 947 suppliers of direct materials who were within the scope of the RCOI. We created and maintain a database of this information in our business information systems database. We have received responses from 815 suppliers, and submitted follow-up requests for responses for the 132 remaining suppliers within the scope of our RCOI.
6. Conflict Minerals Status Analysis and Conflict Status Conclusion
Based on information provided by our suppliers and our due diligence efforts, we do not have sufficient information to conclusively determine the countries of origin of all the necessary Conflict Minerals in the products described above or whether the necessary Conflict Minerals were from recycled or scrap sources.
We have provided the information in this Report as of the date of filing with the SEC.